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

 

FORM 20-F/A



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, 2001                                                      
|                |                   | 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.

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(Exact name of Registrant as specified in its charter)

 

Province  of  Ontario, Canada

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(Jurisdiction of incorporation or organization)

 

65 Queen Street West, Suite 1905, Toronto, Ontario M5H 2M5, Canada

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(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 on     

---

| | Not Applicable | 
| | -------------- | 

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Securities  registered or to be registered pursuant to Section 12(g) of the Act:



Not Applicable

---

(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:

4,619,916 Common shares without par value as at March 31, 2001.

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   X         No   _____

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

Item 17:   _____        Item 18:   X 

i



|    TABLE OF CONTENTS |                                                                                                                                                                                                                                                                                                                                                  |                                                                                  
|------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------
|                                      |                                                                                                                                                                                                                                                                                                                                                  | Page No.                                                                         
|INTRODUCTION                          |                                                                                                                                                                                                                                                                                                                                                  |                1     
|PART I                                |                                                                                                                                                                                                                                                                                                                                                  |                                                                                  
|Item 8                                | Financial Information                                                                | 1                                                                                
|PART III                             
|Item 18                               | Financial Statements                                                                                                                                                                                                                                                                                                                             |             1                    
|SIGNATURES                            |                                                                                                                                                                                                                                                                                                                                                  |                 1
|AUDITOR'S REPORT                      |                                                                                                                                                                                                                                                                                                                                                  |                 2

 

ii

 

### INTRODUCTION

The Company hereby amends Items 8(A) and 18 of its Annual Report on Form 20-F for the fiscal year ended March 31, 2001 to read in their entirety as set forth below and such Items supersede the information contained in the Annual Report on Form 20-F which was filed on August 23, 2001. References to all other Items contained herein shall be deemed to be references to Items in the Annual Report on Form 20-F for the fiscal year ended March 31, 2001, as filed with the Commission on August 23, 2001.

### Item 8 - FINANCIAL INFORMATION

#### (A)  CONSOLIDATED  STATEMENTS  AND  OTHER  FINANCIAL  INFORMATION

Information  regarding  our  financial statements is contained under the caption
"Item  18.  Financial  Statements"  below.

### ITEM  18 - FINANCIAL  STATEMENTS

The  following  documents  are  filed as part of this Annual Report on Form 20-F/A
immediately  following  the  text  of  this  20-F/A,  beginning  on  page 2.

Audited  Consolidated  financial  statements  of the Company for the years ended
March  31,  2001  and  2000,

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

#### 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

 

/s/  Terence  Robinson   
Terence  Robinson
Chairman  &  CEO
Dealcheck.com  Inc.

December 12, 2001

1

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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                

|           |           
|-------------------------------------------------- | --------------------------------------------------
|           |           
|           |           
|           |           
|           |           

AUDITOR'S REPORT

To the Shareholders ofDealcheck.com  Inc.

We have audited the consolidated balance sheets of Dealcheck.com Inc. as at March 31, 2001 and 2000 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 audits.

With respect to the consolidated financial statements for the year ended March 31, 2001, we conducted our audit in accordance with Canadian generally accepted auditing standards and United States generally accepted auditing standards.  With respect to the consolidated financial statements for the year ended March 31, 2000, we conducted our audit in accordance with Canadian generally accepted auditing standards.  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.

This auditors' report has been amended to include references to adherence to United States  generally accepted auditing standards.  The original auditors' report, dated June 7, 2001, indicated that the audit was conducted in accordance with Canadian generally accepted auditing standards only.  Subsequent to the release of the original auditors' report and financial statements, additional procedures were performed in order to comply with United States generally accepted auditing standards and the auditors' report was amended accordingly.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the company as at March 31, 2001 and 2000 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, 2001 and the shareholders' equity as at that date to the extent summarised in Note 17 to the consolidated financial statements.

Daren, Martenfeld, Carr, Testa and Company LLP  (signed)

### DAREN, MARTENFELD, CARR, TESTA AND COMPANY LLP

June 7, 2001

A Member Firm of
Midsnell International

2

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DEALCHECK.COM INC.
CONSOLIDATED BALANCE SHEETS
(CANADIAN DOLLARS)
MARCH 31, 2001 AND 2000

---

|                                                         | Note            | 2001            | 2000           
|-------------------------------------------------------- | --------------- | --------------- | ---------------
|                                                         | --------------- | --------------- | ---------------
|ASSETS                                                   |                 |                 |                
|
|Current                                                  |                 |                 |                
|  Cash                                           |                 | $ 40,737    | $ 425,968  
|  Short-term Investments                         | 3               | 38,068          | 697,274        
|  Subscription advance                           | 4               | -               | 489,173        
|  Amounts receivable                             | 5               | 584,234         | 91,025         
|  Prepaid and sundry assets                      |                 | 12,380          | -              
|                                                         |                 | --------------- | ---------------
|                                                         |                 | $ 675,419   | $ 1,703,440
|LONG-TERM INVESTMENTS                                    | 3               | 58,290          | 782,687        
|PRODUCT DEVELOPMENT COSTS                                | 6               | 134,521         | 10,000         
|CAPITAL ASSETS                                           | 7               | 40,414          | 46,805         
|                                                         |                 | --------------- | ---------------
|                                                         |                 | $ 908,644   | $ 2,542,932
|                                                         |                 | --------------- | ---------------
|LIABILITIES                                              |                 |                 |                
|
|Current                                                  |                 |                 |                
|  Accounts payable and accrued liabilities       |                 | $ 64,803    | $ 40,549   
|  Advance from shareholder, non-interest bearing |                 | 84,320          | 179,763        
|                                                         |                 | --------------- | ---------------
|                                                         |                 | $ 149,123   | $ 220,312  
|                                                         |                 | --------------- | ---------------
|SHAREHOLDERS' EQUITY                                     |                 |                 |                
|
|CAPITAL STOCK                                            | 8               | 19,814,829      | 19,660,724     
|DEFICIT                                                  |                 | (19,055,308)    | (17,338,104)   
|                                                         |                 |                 |                
|                                                         |                 | --------------- | ---------------
|                                                         |                 | 759,521         | 2,322,620      
|                                                         |                 | --------------- | ---------------
|                                                         |                 | $ 908,644   | $ 2,542,932
|                                                         |                 | --------------- | ---------------

---

RELATED  PARTY  TRANSACTIONS  -  NOTE  13

SEE  ACCOMPANYING  NOTES.

APPROVED  BY  THE BOARD

/s/  Kam Shah   
Director

/s/  Terence Robinson   
Director

3

---

DEALCHECK.COM INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
(CANADIAN DOLLARS)
FOR THE YEARS ENDED MARCH 31, 2001, 2000 AND 1999

---

|                                           | Note            | 2001               | 2000               | 1999              
|------------------------------------------ | --------------- | ------------------ | ------------------ | ------------------
|                                           | --------------- | ---------------    | ---------------    | ---------------   
|INCOME                                     |                 |                    |                    |                   
|
|  Operational services             |                 | $ 120,000      | $ 10,000       | $   - 
|  Licence and usage fee            |                 | 151,508            | -                  | -                 
|  Interest                         |                 | 15,383             | 20,524             | -                 
|  Exchange gain                    |                 | 49,269             | 5,337              | 12,837            
|  Other income                     |                 | 15,082             | -                  | -                 
|                                           |                 | ---------------    | ---------------    | ---------------   
|                                           |                 | $ 351,242      | $ 35,861       | $ 12,837      
|                                           |                 | ---------------    | ---------------    | ---------------   
|EXPENSES                                   |                 |                    |                    |                   
|
|  Travel, promotion and consulting |                 | $ 221,960      | $ 467,835      | $ 323,337     
|  Professional fees                |                 | 97,593             | 94,688             | 39,113            
|  Net loss on investments          | 14              | 1,364,812          | 590,709            | -                 
|  Projects development costs       |                 | 15,121             | 155,370            | -                 
|  Bank charges and interest        |                 | 9,694              | 3,905              | -                 
|  Rent                             |                 | 45,814             | 23,548             | 24,800            
|  Telephone, Internet and courier  |                 | 11,796             | 26,673             | 26,942            
|  Transfer agents fees             |                 | 15,665             | 21,047             | 14,684            
|  Shareholders information         |                 | 204,005            | 6,268              | 11,350            
|  Amortization                     |                 | 34,926             | 21,468             | 18,386            
|  Office and general               |                 | 47,060             | 14,807             | 31,821            
|                                           |                 | ---------------    | ---------------    | ---------------   
|                                           |                 | $ 2,068,446    | $ 1,426,318    | $ 490,433     
|                                           |                 | ---------------    | ---------------    | ---------------   
|NET LOSS FOR YEAR                          |                 | (1,717,204)        | (1,390,457)        | (477,596)         
|DEFICIT AT BEGINNING OF YEAR               |                 | (17,338,104)       | (15,947,647)       | (15,470,051)      
|                                           |                 | ---------------    | ---------------    | ---------------   
|DEFICIT AT END OF YEAR                     |                 | $ (19,055,308) | $ (17,338,104) | $ (15,947,647)
|                                           |                 | ---------------    | ---------------    | ---------------   
|Net loss per share                         | 10              | $ (0.40)       | $ (0.52)       | $ (0.35)      
|                                           |                 | ---------------    | ---------------    | ---------------   

SEE  ACCOMPANYING  NOTES.

---

4

---

DEALCHECK.COM INC.
Consolidated  Statements  of  Cash  Flows
(CANADIAN DOLLARS)
FOR THE YEARS ENDED MARCH 31, 2001, 2000 AND 1999

---

|                                                   | 2001              | 2000              | 1999           
|-------------------------------------------------- | ----------------- | ----------------- | ---------------
|                                                   | ---------------   | ---------------   | ---------------
|Cash flows from operating activities               |                   |                   |                
|
|  Net loss for year                        | $ (1,717,204) | $ (1,390,457) | $ (477,596)
|  Amortization                             | 34,926            | 21,468            | 18,386         
|  Write-off of product development costs   | 15,121            | 155,370           | -              
|  Net loss on investments                  | 1,364,812         | 590,709           | -              
|                                                   | ---------------   | ---------------   | ---------------
|                                                   | (302,345)         | (622,910)         | (459,210)      
|                                                   | ---------------   | ---------------   | ---------------
|
|  Amounts receivable                       | (268,784)         | (28,414)          | (62,615)       
|  Prepaid and sundry assets                | (12,380)          | -                 | -              
|  Accounts payable and accrued liabilities | 24,254            | (26,873)          | 10,530         
|                                                   | ---------------   | ---------------   | ---------------
|                                                   | (546,873)         | (678,197)         | (511,295)      
|                                                   | ---------------   | ---------------   | ---------------
|Investing Activities                               |                   |                   |                
|
|  Purchase of capital assets               | (17,850)          | (9,896)           | (20,921)       
|  Settlement of Note payable               | -                 | (23,250)          | -              
|  Refund of subscription advance           | 489,173           | -                 | -              
|  Investments                              | 18,779            | (2,494,930)       | (41,664)       
|  Product development costs                | (150,327)         | (155,935)         | (9,435)        
|                                                   | ---------------   | ---------------   | ---------------
|                                                   | 339,785           | (2,684,011)       | (72,020)       
|                                                   | ---------------   | ---------------   | ---------------
|Financing Activities                               |                   |                   |                
|
|  Net advances from shareholder            | 26,557            | 472,147           | 641,984        
|  Net advances to affiliates               | (151,114)         | -                 | -              
|  Net advances to directors                | (73,311)          | -                 | -              
|  Common shares issued                     | 32,105            | 3,251,661         | -              
|                                                   | ---------------   | ---------------   | ---------------
|                                                   | (178,143)         | 3,723,808         | 641,984        
|
|INCREASE (DECREASE) IN CASH DURING YEAR            | (385,231)         | 361,600           | 58,669         
|CASH AT BEGINNING OF YEAR                          | 425,968           | 64,368            | 5,699          
|                                                   | ---------------   | ---------------   | ---------------
|CASH AT END OF YEAR                                | $ 40,737      | $ 425,968     | $ 64,368   
|                                                   | ---------------   | ---------------   | ---------------
|Supplemental Disclosures                           |                   |                   |                
|NON-CASH INVESTING AND FINANCING ACTIVITIES        |                   |                   |                
|
|Conversion of debts to equity                      | $ 122,000     | $ 300,000     | $ 1,282,500
|Note issued on acquisition of investment           | -                 | -                 | 23,250         
|                                                   | ---------------   | ---------------   | ---------------

SEE  ACCOMPANYING  NOTES.

---

5

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DEALCHECK.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CANADIAN DOLLARS)
FOR THE YEARS ENDED MARCH 31, 2001, 2000 AND 1999

---

### 1.   NATURE  OF  OPERATIONS

Dealcheck.com Inc. ("the Company") is an Internet development and business services Company. The Company's Internet strategy includes 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. In addition the Company offers business services to its investees and related companies 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 17    "Differences from United States Accounting Principles."

#### BASIS  OF  CONSOLIDATION

The  consolidated  financial statements include the accounts of the Company and  its  wholly  owned  subsidiary.  All  inter-company  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.

6

### INVESTMENTS

### Short-term  Investments

Short-term investments are investments that are either highly liquid or are
     to  be  disposed  of  within  a  one  year period and are recorded at cost.

Events may occur during the holding period, which may result in the Company
     having  the  right 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. The holding losses of the
     short-term  investment  are  recorded  in  the  Statement  of  Operations.

### Long-Term Investments

Long-term  investments are not highly liquid and management does not intend
     on  disposing  of them within one year. The investment is recorded at cost.
     Management writes down the Company's long-term investments when a permanent
     impairment  occurs.

In  order to determine if there has been a permanent impairment in carrying
     value  the  Company  compares the carrying value of the investment with the
     financial  condition  and  expected  income  from  the  investment.

Where  the  Company can exert significant influence over the investment the
     investment is accounted for under the equity method. Under this method, the
     interest in the investment is carried on the balance sheet at cost plus the
     company's  share  of  undistributed  earnings  since  acquisition.

### Product Development

The  costs  relating to the development of the web site and other technical
     projects, which are intended to generate revenue in future are deferred and
     amortized  on a straight-line basis over the estimated economic life of the
     project  not exceeding three years. Amortization commences when the project
     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.

7

### 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 office
     furniture  and  equipment.  Leasehold  improvements are amortized over five
     years  on  a  straight-line  basis.

### 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.

### Financial Instruments

The  fair  values  of  amounts  receivable,  accounts  payable  and accrued
     liabilities and advances from shareholder approximate their carrying values
     due  to  the  short-term  maturity  of  those  instruments.

### Future Income Taxes

Effective April 1, 2000, the company adopted the new recommendations of the
     Canadian  Institute of Chartered Accountants with respect to accounting for
     income  taxes.  Under  the new recommendations, the liability method of tax
     allocation  is  used  in  accounting  for  income taxes. Under this method,
     future  income tax assets and liabilities are determined based on temporary
     differences  between  financial  reporting  and  tax  bases  of  assets and
     liabilities,  as  well as for the benefit of losses available to be carried
     forward  to  future  years  for  tax purposes. Future income tax assets and
     liabilities  are  measured  using  substantively enacted tax rates and laws
     that will be in effect when the differences are expected to reverse. Future
     income  tax  assets are recorded in the financial statements if realization
     is  considered  more  likely  than  not.

Prior  to  the  adoption  of the new recommendation, income tax expense was
     determined  using  the  deferral  method  of tax allocation. This change in
     reporting  was  applied  retroactively  and  does not have an impact on net
     operations  for  the  prior  year.

### Stock-based Compensation Plan

The  Company  maintains a stock-based compensation plan, which is described
     in  Note  9. No compensation expense is recognized for this plan when stock
     options  or shares are issued to employees. Any consideration received from

8

plan  participants  upon exercise of stock options or purchase of shares is
     credited  to  share  capital.

### Research and Development Costs

Research  costs  are charged to operations when incurred. Development costs
     are  expensed  in  the year incurred unless they meet the deferral criteria
     under  generally  accepted  accounting  principles  for  deferral  and
     amortization.  Amortization  commences  with  the  successful  commercial
     production  or use of the product. Deferred development costs are amortized
     using  the  straight-line  method  over  the  estimated selling life of the
     product  to  a  maximum  of  three  years.

On  an  ongoing basis, management reviews the valuation and amortization of
     deferred  development  costs.  If,  in  any year, any particular product is
     found  to have insufficient market potential to recover the investment, any
     unamortized  balance  in  respect  of  that  product  will  be  charged  to
     operations.

### Investment Tax Credits

Investment  tax  credits  are accrued when qualifying expenditures are made
     and  there  is  reasonable assurance that the credits will be realized. The
     Company  accounts  for  the investment tax credits using the cost reduction
     method.

### 2.  INVESTMENTS

### A.   Short-term Investments

|                                                            | COST            |    MARKET
|----------------------------------------------------------- | --------------- | ---------------------
|                                                            |                 | VALUE                
|                                                            | ------------    | ------------         
|MARCH 31, 2001                                             
|MARKETABLE TRADING SECURITIES       | $ 261,082   | $ 38,068             
|                                                            | ------------    | ------------         
|MARKETABLE TRADING SECURITIES                               | $ 261,082   | $ 38,068             
|                                                            | ------------    | ------------         
|
|MARCH 31, 2001                                             
|MARKETABLE TRADING SECURITIES                               | $ 976,780   | $ 371,918        
|
|
|NON-MARKETABLE TRADING SECURITIES:                         
|World Vacation Club.com (i)                                 | 288,616         | 288,616              
|
|CONVERTIBLE DEBENTURES:                                    
|DevelopersNetwork.com (ii)                                  | 36,741          | 36,740               
|                                                            | ------------    | ------------         
|                                                            | $ 1,302,137 | $ 697,274        
|                                                            | ------------    | ------------         

9

#### (i)  World Vacation Club.Com("WVC")

On  May  19, 2000 management decided to dispose of its investment
               in  WVC and sold 450,000 common shares of at cost. The balance of
               the  Company's  investment  was  sold  to a non-related person on
               March 22, 2001, which resulted in the Company realizing a loss of
               $228,463,  which  is  included  in the net loss on investments. A
               condition  of the sale is that in the event that the purchaser is
               able  to  sell  the  shares by March 22, 2006 the Company will be
               entitled  to  80%  of  the  proceeds.

#### (ii)  Developers Network.Com

The Company agreed to provide financing to Developers Network.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.

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. 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.

### B.   Long-term Investments

|                             | March 31, 2000       |      March 31, 2001
|---------------------------- | -------------------- | ---------------------------------------
|                             | -------------------- | ---------------------                  
|Hotlamp Interactive Inc. (i) | $ 55,802         | $ 55,802                           
|Dataloom Inc. (ii)           | 726,885              | -                                      
|XLoom (ii)                   | -                    | 2,488                                  
|                             | -------------------- | ---------------------                  
|                             | $ 782,687        | $ 58,290                           
|                             | -------------------- | ---------------------                  

#### (i)   Hotlamp Interactive Technologies Inc.

The  Company's  investment  represents less than 1% of the equity
               interest  in  Hotlamp  Interactive  Technologies  Inc., a private

10

Nevada  Corporation. It is a software development company focused
               on  multimedia  products.

As  at  March  31, 2001, the carrying value approximates the fair
               value  of  this  investment.

#### (ii)  Dataloom Inc.

Dataloom  Inc.,  a  Seattle, Washington based private company, in
               which  the  company  invested $500,000US representing about 5% of
               the  equity of that company, restructured its operations on March
               31,  2001 by transferring its intellectual properties and certain
               assets  to  a  newly  formed  Seattle,  Washington  based private
               company,  XLoom Holdings Inc.(XLoom). The Company was offered and
               has  subscribed  to  165,921  common shares of XLoom representing
               approximately  5%  of  the  issued  shares  at a price of $.01US.

XLoom  is  engaged  in  development  and  marketing  of the xLoom
               Application  Framework  software  (xFrame).

However, since the restructure resulted in Dataloom Inc. becoming
               an  inactive  shell  company, the management decided to write off
               its  investment  in  Dataloom  Inc.  in  full.

### 4.   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 Company cancelled
     its  subscription in the common shares of Idealab.com on April 17, 2000 and
     received  the  full  refund  of  funds  invested  of  $489,173.

### 5.  AMOUNTS  RECEIVABLE

|                                                     | -----------   |      ----------
|---------------------------------------------------- | ------------- | -----------------------------------
|                                                     | 2001          | 2000                               
|                                                     | -----------   | ----------                         
|Secured receivable (i)       | $ 295,549 | $  -                           
|Convertible loans (ii)                               | 205,479       | 54,365                             
|Due from directors                                   | 73,311        | -                                  
|Other receivables                                    | 9,895         | 36,660                             
|                                                     | -----------   | ----------                         
|                                                     | $ 584,234 | $ 91,025                       
|                                                     | -----------   | ----------                         

11

1. Amounts  are  due  from a related corporation, bear interest at 5% per
          annum  and  are  due  on demand. The amounts are fully secured against
          marketable  securities  owned  by  the  related  corporation.
2. Convertible  loans are funds advanced to a related public corporation,
          bearing  interest  at 5% per annum and payable on demand. The advances
          are  convertible,  at the option of the Company into the common shares
          of  the  related  entity  at  $0.05  per  share.

### 6.  PRODUCT  DEVELOPMENT  COSTS

|                 | ------------                        | ------------                         | ------------                        | ------------                       | ------------                           
|---------------- | ----------------------------------- | ------------------------------------ | ----------------------------------- | ---------------------------------- | ---------------------------------------
|                 |      Balance At | Incurred                             |      Written    |      Amortized |      Balance At    
|                 | MARCH 31,                           |       DURING |      OFF DURING | DURING                             |       MARCH 31,
|                 | 2000                                | YEAR                                 | YEAR                                | YEAR                               | 2001                                   
|                 | ------------                        | ------------                         | ------------                        | ------------                       | ------------                           
|Shellfn.com (a)  | $  -                            | $  111                           | $  (111)                        | $  -                           | $ -                                
|IRCheck.com (b)  | 10,000                              | 2,055                                | -                                   | (10,685)                           | 21,370                                 
|Dealcheck.com(c) | -                                   | 15,010                               | (15,010)                            | -                                  | -                                      
|Biochex.com (d)  | -                                   | 113,151                              | -                                   | -                                  | 113,151                                
|                 | ------------                        | ------------                         | ------------                        | ------------                       | ------------                           
|                 | $ 10,000                        | $ 150,327                        | $ (15,121)                      | $ (10,685)                     | $ 134,521                          
|                 | ------------                        | ------------                         | ------------                        | ------------                       | ------------                           
|
|                 |      Balance At | Incurred                             |      Written    |      Amortized |      Balance At    
|                 | MARCH 31,                           |       DURING |      OFF DURING | DURING                             |       MARCH 31,
|                 | 1999                                | YEAR                                 | YEAR                                | YEAR                               | 2000                                   
|                 | ------------                        | ------------                         | ------------                        | ------------                       | ------------                           
|Shellfn.com      | $  9,435                        | $  68,149                        | $  (77,584)                     | $  -                           | $ -                                
|IRCheck.com      | -                                   | 10,000                               | -                                   | -                                  | 10,000                                 
|EduVu.com        | -                                   | 33,500                               | (33,500)                            | -                                  | -                                      
|Dealcheck.com    | -                                   | 44,286                               | (44,286)                            | -                                  | -                                      
|                 | ------------                        | ------------                         | ------------                        | ------------                       | ------------                           
|                 | $ 9,435                         | $ 155,935                        | $ (155,370)                     | $ -                            | $ 10,000                           
|                 | ------------                        | ------------                         | ------------                        | ------------                       | ------------                           

1. SHELLFN.COM  web site was intended to become an electronic advertising
          medium  for  shell  companies  to  attract  prospective buyers. During
          fiscal  2000, 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.
2. IRCHECK.COM  web site is developed to provide a comprehensive database
          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  and
          development.  The Web site development work was completed and the site was launched on March 5, 2001. The company negotiated licensing of its
          database  to  a  related company for a fee (see Note 13). Accordingly,
          one  third  of the costs were amortized during the year. All future on
          going  costs  will  be  expensed  as  incurred.
12
3. 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 in fiscal 2000, the site is being continually
          updated.  The  costs  relating  to this site are expensed as incurred.

> BIOCHEX.COM  is  a  project  initiated  by  the  Company's subsidiary,
>           1388755  Ontario  Inc. The project involves the design and development
>           of  a  prototype  of  a  wireless  and portable Internet appliance for
>           medical  data  logging  system.

### 7.  CAPITAL  ASSETS

|                       | ---------------- | ---------------- | ----------------
|---------------------- | ---------------- | ---------------- | ----------------
|                       |                  | Accumulated      | Net             
|                       | Cost             | Amortization     | 2001            
|                       | ---------------- | ---------------- | ----------------
|Office furniture       | $ 56,190     | $ 40,740     | $ 15,450    
|Office equipment       | 63,946           | 41,661           | 22,285          
|Leasehold improvements | 10,000           | 7,321            | 2,679           
|                       | ---------------- | ---------------- | ----------------
|                       | $ 130,136    | $ 89,722     | $ 40,414    
|                       | ---------------- | ---------------- | ----------------
|
|                       | ---------------- | ---------------- | ----------------
|                       |                  | 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    | $ 65,480     | $ 46,805    
|                       | ---------------- | ---------------- | ----------------
|                       | ---------------- | ---------------- | ----------------

### 8.  CAPITAL  STOCK

### A.  Authorized

Unlimited  number of common shares

13

### B.  Issued

|                                                | 2001            | 2000                                          
|----------------------------------------------- | --------------- | ----------------------------------------------
|                                                | --------------- | ---------------                               
|                                                | Common          |                                               
|                                                | Shares          | Amount                                        
|                                                | ----------      | ----------                                    
|Beginning of year                               | 4,117,616       |       $ 19,660,724
|On conversion of debt B (i)                     | 400,000         | 122,000                                       
|Issued for cash on conversion of Warrants C (i) | 101,700         | 32,105                                        
|                                                | --------------- | ---------------                               
|                                                | 4,619,916       | $ 19,814,829                              
|                                                | --------------- | ---------------                               

1. In  the  Annual  and  special meeting of the shareholders held on
               November 13, 2000, the shareholders approved to extend the expiry
               date  of the warrants attached to the private placement completed
               in  fiscal 2000 by one year and authorize the directors to revise
               the  exercise  price  at their discretion. The directors in their
               meeting  on  January  17,  2001 approved revision of the exercise
               price to US$0.20 per warrant and set the expiry date to March 12,
               2001.  The  directors also resolved to initiate further revisions
               in  the  expiry  date  within  the  time  limit  mandated  by the
               shareholders  should  they  consider  it  necessary.  Two  of the
               private  placees  exercised their warrants, resulting in issuance
               of  101,700  shares  for  US$20,340  (CDN$32,105).

> At  the  end  of  the  year, there are 783,300 warrants which are
>                exercisable  at  a  price  of  US$0.20 per warrant and expired on
>                March  12,  2001 however the expiry date of these warrants may be
>                extended  by  the  Company  to  any other date up to November 13,
>                2002.

> No  further  revision  has  been  proposed  to  date.

### 9.  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. In

14

the  Annual  general  and  special  meeting  held on November 13, 2000, the
     shareholders  approved  an increase in the limit of maximum number of stock
     options  to  25%  of  the  issued  and  outstanding  common  shares  of the
     corporation  at  the  time  of  such  issue.

No  options  were allowed under the Plan during the year and no options are
     outstanding  at  the  year  end.

### 10.  LOSS  PER  SHARE

Loss  per  share  is  calculated  on  the  weighted  average  number  of
     post-consolidated  common  shares  outstanding  during the year, which were
     4,259,424  shares  for  the  year  ended March 31, 2001 (2000 - 2,690,266).

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

### 11.  INCOME  TAXES

The effective tax rate of nil (2000 - nil) for income taxes varies from the
     statutory  income  tax rate of 44% (2000 - 45%) due to the fact that no tax
     recoveries  have  been  recorded for losses incurred, as management has not
     determined  it  is  more  likely  than not that the losses will be utilized
     before  they  expire.

The  temporary  differences  that give rise to future income tax assets and
     future  income  tax  liabilities  are  presented  below:

|                                                      | --------------- |      ---------------
|----------------------------------------------------- | --------------- | ----------------------------------------
|                                                      | 2001            |     2000                
|                                                      | --------------- |      ---------------
|Amounts related to tax loss and credit carry forwards | $ 4,152,000 | $  4,033,000                        
|Unrealized and holding losses on investments          | 421,000         | 266,000                                 
|Capital assets                                        | 39,000          | 28,000                                  
|                                                      | --------------- |      ---------------
|Net future tax assets                                 | 4,612,000       | 4,327,000                               
|Less: valuation allowance                             | (4,612,000)     | (4,327,000)                             
|                                                      | --------------- |      ---------------
|                                                      | $ -         | $ -                                 
|                                                      | --------------- |      ---------------

The  Company  has  carry  forward tax losses of approximately $9.4 million,
     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.

15

|      | 2002 |     | 5,036,000      
|------------------------- | ---- | --------------- | ---------------
|      | 2003 |     | 1,133,000      
|      | 2004 |     | 617,000        
|      | 2005 |     | 536,000        
|      | 2006 |     | 460,000        
|      | 2007 |     | 683,000        
|      | 2008 |     | 970,000        
|      |      |     | -------------  
|      |      |     | $ 9,435,000
|      |      |     | -------------  

### 12.  COMMITMENTS

1. The Company entered into a consulting agreement with a related corporation on April 1, 2000.  The agreement requires the corporation to provide investors relations services. The consulting fee is US $10,000 per month payable in advance.  The agreement expires on March 31, 2002.
2. Rental payable under operating leases for premises, net of expected recoveries is $45,000 for each of the years ending March 31, 2002, 2003, 2004, 2005 and $7,500 for the year ending March 31, 2006.

### 13.  RELATED PARTY TRANSACTIONS

Transactions with related parties are incurred in the normal course of business and are measured at the exchange amount. Related party transactions and balances have been listed below, unless they have been disclosed elsewhere in the financial statements.

- Licence and usage fee income of $151,508 (2000 - Nil; 1999 - Nil) and consulting service fee income of $120,000 (2000 - $10,000; 1999 - Nil) were earned from a corporation which has common management.
- Included in shareholders information expense is $180,425 (2000 - Nil; 1999 - Nil) to a corporation which has common management.
- Rent and telephone expense are net of recoveries of $110,587 (2000 - $43,106; 1999 - Nil) from corporations which share common management and directors.
- Interest earned from related corporations amounts to $8,458 (2000 - $1,669; 1999 - Nil).

16

- Included in professional and consulting fees is $150,400 (2000 - $114,592; 1999 - $36,390) paid to directors of the Company.
- Business expenses of $55,959 (2000 - $108,249; 1999 - $36,144) were reimbursed to directors of the corporation.
- Consulting fees include amounts to a shareholder corporation of $90,482 (2000 - $176,550; 1999 - $177,972)

### 14.  NET LOSS ON INVESTMENTS

|                                                | 2001            | 2000          | 1999        
|----------------------------------------------- | --------------- | ------------- | ------------
|                                                | ------------    | ------------  | ------------
|Holding losses                                  | $ -         | $ -       | $ -     
|Provision for non-temporary Impairment in value | 789,200         | 72,470        | -           
|Realized loss (gains)                           | 575,612         | (94,555)      | -           
|                                                | ------------    | ------------  | ------------
|                                                | $ 1,364,812 | $ 590,709 | $ -     
|                                                | ------------    | ------------  | ------------

### 15.  COMPARATIVE FIGURES

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

### 16.  SEGMENTED INFORMATION

The Company's operations include three reportable operating segments -

Business services: this segment includes management and operational services to investee companies and others

Product development: This segment includes revenue from the Company's own web sites and technical projects

Incubation: This segment includes dividend and/or capital gains earned through long-term investments in start-ups and emerging companies

The accounting policies of the segments are same as those described in Note 2. The Company evaluates each segment's performance based on its contribution to consolidated net earnings. There are no inter-segmental charges or transactions. The following table presents summarised financial information for the fiscal years ended March 31, 2001 and 2000.

#### Geographic Information

The Company operates from one location in Canada. All its assets are located at this location.

17



|                                  | Business     | Product      |                           
|--------------------------------- | ------------ | ------------ | --------------------------
|                                  | Services     | Development  | Incubation                
|                                  | ------------ | ------------ | --------------            
|2001                             
|
|Total revenue                     | 120,000      | 151,508      | -                         
|Earnings (Losses) from operations | 120,000      | 136,387      |    (1,589,772)
|Total assets                      | -            | 134,521      | 58,920                    
|Total liabilities                 | -            | -            | 64,803                    
|                                  | ------------ | ------------ | --------------            
|2000                             
|
|Total revenue                     | 10,000       | -            | -                         
|Earnings (Losses) from operations | 10,000       | (155,370)    | (1,058,544)               
|Total assets                      | -            | 10,000       | 782,687                   
|Total liabilities                 | -            | -            | 40,549                    
|                                  | ------------ | ------------ | --------------            





|                                                       | 2001          | 2000                      
|------------------------------------------------------ | ------------- | --------------------------
|                                                       | ------------- | ------------              
|
|Revenues                                              
|Total revenue from reportable segments                 | 271,508       | 10,000                    
|Other                                                  | 79,734        | 25,861                    
|                                                       | ------------- | --------------            
|                                                       | 351,242       | 35,861                    
|                                                       | ------------- | --------------            
|
|Net Loss                                              
|Total earnings (Losses) from continuing operations for
|     Reportable segments           | (1,333,385)   | (1,203,914)               
|Other                                                  | (383,819)     | (186,543)                 
|                                                       | ------------- | --------------            
|                                                       | (1,717,204)   |    (1,390,457)
|                                                       | ------------- | --------------            
|
|Assets                                                
|
|Total assets used for reportable segments              | 193,441       | 792,687                   
|Other                                                  | 715,203       | 1,750,245                 
|                                                       | ------------- | --------------            
|                                                       | 908,644       | 2,542,932                 
|                                                       | ------------- | --------------            
|
|Liabilities                                           
|
|Total liabilities used for reportable segments         | 64,803        | 40,549                    
|Other                                                  | 84,320        | 179,763                   
|                                                       | ------------- | --------------            
|                                                       | 149,123       | 220,312                   
|                                                       | ------------- | --------------            

18

### 17.  CANADIAN AND UNITED STATES ACCOUNTING PRINCIPLES

### Product Development Costs

The costs of developing the commercial web sites and technical projects 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 $1,851,725 (2000 - $ 1,400,457).  Total assets would be $774,123 (2000 - $2,532,932) and deficit would be $19,189,829 (2000 - $17,348,104).

### 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.  Unrealised holding gains or losses on trading securities are included in the income.  Unrealised 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.  Unrealised 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.

### Stock-Based Compensation

The Company accounts for common stock purchase options and warrants granted to non-employees pursuant to Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" (FAS No.123) and Emerging Issues Task Force ("EITF") No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services." These standards require that the fair value of equity instruments, including options and warrants, be recognized in the financial statements. FAS No. 123 permits a company to account for employee stock options under the method specified by the previous standard, Accounting Principles Board Opinion No. 25 ("APB No.25"), "Accounting for Stock Issued to Employees." Under APB No.25, if the exercise price of fixed employee stock options equals or exceeds the market price of the underlying stock on the date of grant, no compensation expense is recorded. For such options, FAS No.123 requires disclosure of, among other things, the fair value of options granted, the assumptions used in determining the fair value and the pro-forma effect on earnings as if measurement provisions of FAS No. 123 had been applied. The Company will apply the measurement principles of APB No.25, supplemented by the required FAS No.123 disclosures, for any stock options it grants to employees in the future.

### Recent Accounting Development

In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" was issued and, as amended by SFAS No. 137, was adopted by the Company on July 1, 2000. This statement requires that an entity recognize all derivatives as either assets or liabilities and measure those instruments at fair value. The accounting for changes in fair value of a derivative instrument depends on its intended use and the resulting designation. The adoption of this statement does not impact the Company's historical financial statements, as the Company currently does not use derivative instruments.