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

                       FORM 20-F- AMENDED ON JUNE 12, 2000



(MARK  ONE)

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

                                       OR

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

                                       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.

                         COMMON SHARES WITHOUT PAR VALUE

--------------------------------------------------------------------------------
                                (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

2,132,616  Common  shares  without  par  value  as  at  March  31,  1999

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
                                                        -

Except  as otherwise noted, all dollar amounts are presented in Canadian Dollars


<PAGE>
<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


<PAGE>
PART II                                              PAGE NO.
-------                                              --------

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 I

ITEM  I          DESCRIPTION  OF  BUSINESS
------------------------------------------


COMPANY  OVERVIEW
-----------------

Dealcheck.com  Inc.  ("the  Company")  is  based  in  Toronto,  Ontario, Canada.

The  Company  had  no  sales  since  April  1, 1996 and a history of significant
losses.

The  loss  from operations during the year ended March 31, 1999 was $477,596 and
an  accumulated  deficit  at  March  31,  1999  was  about  $16  million.

The  company's  operating  cash  requirements  to  date  have  been  funded  by

   -  Snapper Inc., representing a number of individual and corporate investors,
      under a consulting contract signed with Snapper Inc., dated April 1, 1997,
      in which,  Snapper  Inc.  were to introduce investors to the Company apart
      from other  services (a copy of the agreement is included in this report -
      Item 19-3(ii)) and

   -  Robox  Holdings  Limited,  owned  by  a  director,  John  Robinson.

The  Company  relies  on  the  continuity  of  such  finances to fund its future
business  strategy.  No  commitment  has  been  made in writing from any of  the
shareholders  or  directors.

In  the  event  that  such  finance is not made available in the future  and the
directors  of  the Company are unable to raise funds from elsewhere, the Company
will  be  unable  to  carry  out  its  proposed  business  strategy.

COMPANY  HISTORY
----------------

The  Company  is  listed  on  OTC  Bulletin  Board under the symbol "DCHK".  The
Company  was  formerly  listed under the symbol "DEAL" but was advised by NASDAQ
that  another  Issuer  had asked for and was granted the use of this symbol. The
Company's  symbol  was,  as  a  result,  changed to "NMBC" on August 13,1999 and
subsequently  changed  to  "DCHK"  on  November 3, 1999. The Company has a fully
owned  subsidiary,  Foodquest  inc.,  which  has been inactive for the past five
years.

The  Company  was  incorporated  as  Kamlo Gold Mines Limited under the Business
Corporation  act  (Ontario) in 1973. From incorporation to 1985, the Company was
an  inactive  shell.


                                                                               1
<PAGE>
Between 1986 and 1992, the Company was involved in the development of a patented
new  technology for the marine propulsion business. The technology proved not to
be  financially  feasible  and  was  therefore  discontinued.

Between 1993 to 1996, the Company was involved initially in the distribution and
later on in the manufacturing of a snack food originally developed in Australia.
The  snack  food  line  proved  to be too expensive for the marketplace in North
America  and  the  Company  closed  the  business  in  November  1996.

MARKET  FOR  THE  COMPANY'S  SECURITIES  -  APPLICABILITY  OF  PENNY STOCK RULES
--------------------------------------------------------------------------------

The  Company's securities comprise common shares without par value. These shares
are  currently  traded  over  the  counter  on  the  Electronic  Bulletin  Board
maintained  by  NASD  and  are  not  listed  on  any  of the national exchanges.

The  Company  is  subject  to  certain  "penny  stock"  rules promulgated by the
Securities  and Exchange Commission. The Commission has adopted regulations that
generally  define  a  "penny  stock"  to be an equity security that has a market
price  of  less than $5.00 per share or an exercise price of less than $5.00 per
share  The  maximum  price  of  the  Company's  share  between April 1, 1997 and
September  30,  199,  was  $4. Refer to the table of high and low prices for the
Company's  common  share during the past three years given in Item 5 - Nature of
Trading  Market,  pages  13  &  14  of  this  Statement.

Under such rules, brokers-dealers who recommend such securities to persons other
than  established customers and accredited investors must make a special written
suitability  determination for the purchaser and receive the purchaser's written
agreement  to  a  transaction  prior  to  sale.

The regulations require the delivery, prior to any transaction involving a penny
stock,  of  a  risk of disclosure schedule explaining the penny stock market and
the  risks  associated  therewith.

CURRENT  OPERATING  ACTIVITIES
------------------------------

The  Company  has not yet begun any commercial activities. The Company, however,
made  new  investment  In a Private Company, World Vacation Club.com towards the
end  of  the  fiscal  year  1999.  This  is  more  fully  explained  below.

OVERVIEW  OF  THE  FISCAL  YEAR  ENDED  MARCH  31,  1999
--------------------------------------------------------

In December 1998, the Board of Directors agreed on a new business strategy. This
strategy  included  development  of  Internet  oriented  projects  and  equity
investments  in  Internet  oriented  businesses


                                                                               2
<PAGE>
Since  that  time,  the  management began evaluating various business proposals.
Towards  the  end  of  the  fiscal  year, the Company short-listed the following
potential  business  opportunity  -

   -  One  consisted  of  investment  in  a  new  company called, World Vacation
      Club.com  which  plans  to  promote  a  unique  vacation villa ownership
      concept primarily  through  Internet

The further details of the business of World Vacation Club.com and the Company's
financial  commitment  therein  are  explained  below:

   1.  WORLD  VACATION  CLUB.COM  (WVC)

The  nature  and  extent of the Company's investment in WVC is summarized below:

<TABLE>
<CAPTION>
Type of                    Quantity  Invested       Amount invested
Securities                    on                    CDN$        US$
<S>                        <C>      <C>            <C>         <C>
Common Shares               150,000  March 3, 99    34,503     22,500
Common Shares               200,000  March 19,99    30,411     20,000
--------------------------------------------------------------------------------
As at March 31, 99          350,000                 64,914     42,500

Common shares               100,000  Aug. 20, 99    14,923     10,000
--------------------------------------------------------------------------------
Total                       450,000                 79,837     52,500
================================================================================
</TABLE>

The  above  investment  constitutes  11.25%  equity interest in WVC (8.75% as at
March  31,  1999)

WVC  was incorporated in the State of Nevada in August 1998 as a private limited
Corporation.

The  Company,  on May 29, 2000, sold its 11.25% equity interest in WVC (8.75% as
of March 31, 1999) to an unaffiliated purchaser, Mr. James Hannah for the sum of
CDN$79,837.  The Company determined, as a matter of business judgment and in the
best interest of its shareholders, that the proposed business of WVC may require
certain  licenses  or  other  filings  to comply with regulatory requirements in
order  for  WVC  to  engage in its proposed business. Resultantly, its ownership
interest  in  WVC would not yield the best return on its investment. The sale of
the  Company's  interest in WVC has been reflected in a subsequent event note to
the  Company's  Financial  Statements  at March 31, 1999 and September 30, 1999,
which  are  annexed  as exhibits in this Statement. A copy of the sale agreement
with  Mr.  Hannah  is  included  in  the  exhibits  (#  3(b)3(ii)(c) )


                                                                               3
<PAGE>
PLANS  FOR  THE  FISCAL  YEAR  ENDING  MARCH  31,  2000
-------------------------------------------------------

The  company  continued  to receive loans from various investors through Snapper
Inc.  during the period since March 31, 1999. Advances provided between April 1,
1999  and  September  30,  1999 from this source totaled approximately $220,000.
These  funds  were  used  mainly  towards operating costs and also for acquiring
100,000 shares in WVC  (see 1 under "Overview of the fiscal year ended March 31,
1999).

The Consulting agreement with Snapper Inc., which expired on September 30, 1999,
was  extended  by  another  year on the same terms and conditions. A copy of the
renewed  agreement  is  included  I  the  appendix at the end of this Statement.

Apart  from  the  above, there are no signed agreements for any further funding.
However,  the  Company,  at  this  time,  is negotiating with various parties to
secure  additional  financing.

The  following  is  a  summary  of  the major development in the investment made
during  the  late  fiscal  1999:

WORLD  VACATION  CLUB.COM

As  explained in the overview of the fiscal year ended March 31, 1999, the above
investment  was  sold  in  May  2000  at  cost  to  an  unaffiliated  purchaser.

IRCHECK.COM

During  the  early  year  2000, the management decided to invest in a new wholly
owned  project,  IRCheck.com.  The project involves developing a web site, which
will  offer  free  memberships  to  access  an  on-line  database  of Investors'
Relations  (IR) Firms in North America.  IR firms provide communication services
between  corporations,  investors,  and financial communities. The data base for
each  IR  firm  will  include  information  like  the  firm's  profile,  their
owners/management  profiles, client list, success stories, press releases, links
to  their  web  sites.  IRCheck.com  will allow users to make informed decisions
about hiring IR firms based on the information that will be available on the Web
site.

IRCheck.com  's  primary sources of revenue will be monthly listing fee from the
IR  firm  desiring  to  be  listed  on  the  Web  site and from  advertising and
sponsorship  from  legal  firms,  CPAs,  venture  capital companies, book stores
specializing  in  corporate and legal publications and other companies providing
the  relevant  products  and  services. The minimum listing fee will be $100 per
month.  the  actual  fee  to  be charged will depend on the  size of the IR firm


                                                                               4
<PAGE>
The Company signed a contract with React Digital Arts for design and development
of  a  Web  Site  for IRCheck.com. A copy of the contract is included as Exhibit
3(ii)(b).  The  contract  document  provides further overview of the project and
details  of  the  rollout phases and of the site map/flow chart. Beta testing is
expected to begin in April 2000 and a roll out of the live site in May 2000. The
management  expects  the  site  to  begin  generating  revenue  by January 2001,
although  no  guarantee  can  be  made  as  to whether or not the Site will be a
successful  commercial  venture. The main sources of revenue will be advertising
and  listing  fees  to  be  charged  to  IR  firms.

The initial cost to design, develop and launch the site is $32,000 (See Contract
document included in the Exhibits). Management estimates initial marketing costs
of  approximately  $50,000

FUTURE  BUSINESS  STRATEGY
--------------------------

The  Company's  overall strategy includes the internal development and operation
of  majority-owned  subsidiaries  as well as taking strategic positions in other
Internet  companies  that  may  demonstrate  synergies  with  the Company's core
businesses.

Broadly,  the  plan  involves-

   -  Development of Internet oriented businesses, which have yet to go beyond
      the conceptual  level  and

   -  Investment  in the equity of other companies whose business models require
      extensive use of Internet related services i.e. E-commerce, virtual sales
      and marketing.

The Company's strategy also envisions and promotes opportunities for synergistic
business  relationships  among  the  Internet  companies  within  its portfolio.

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

Concerns  regarding  security  of  transactions  and  transmitting  confidential
Information  over  the  Internet  may  have  an  adverse  impact on our proposed
business  and  on  the  business  of  WVC

We  believe  that  concern  regarding  the  security of confidential information
Transmitted over the Internet prevents many potential customers from engaging in
online  transactions.  If WVC or us 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.


                                                                               5
<PAGE>
The WVC's  and our infrastructure, i.e. E-Mail server  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. WVC
and  we  may  be  required  to  make  significant  investments  and  efforts  to
Protect against or remedy security breaches. Additionally, as e-commerce becomes
more  widespread,  WVC  and  our  potential customers will become more concerned
about  security.  Unless  their  concerns  are  not  adequately  addressed,
We  or  WVC  may  be  unable  to  sell  our  goods  and  services.

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

If we are unable to successfully respond to these developments or do not respond
in a cost-effective way, our business, financial condition and operating results
will  be  adversely  affected.  To  be  successful, WVC and we 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 our customers.  Our success will depend, in part, on our ability to
license  leading technologies useful in our businesses, enhance our products and
services  and develop new offerings and technology that address the needs of our
customers.  we  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
our  business  and  the  businesses  of  WVC

     As  at  September  30,  1999,  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  our  business  and  the  businesses  of  WVC


                                                                               6
<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  our proposed business or those WVC, they add to the
legal  and  regulatory  burden  faced  by  e-commerce  companies.

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  office  is  approximately  1200  square feet and is subleased on a month by
month  basis.

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  COMPANY
-------------------------------------

(a)     As  far  as  is  known  to  the  Company, the Company is not directly or
        indirectly  owned  or controlled by any other corporation or any foreign
        government.

(b)     The  following  table  sets forth as of March 31, 1999, information with
        respect to the total  amount  of  the  class  of  the  Company's  voting
        securities  owned  by the directors and officers as a group. There is no
        person  known to the Company to be the beneficial owner of more than 10%
        of any class of the Company's voting securities.

--------------------------------------------------------------------------------
          (1)               (2)                  (3)                 (4)
                    Identity of person or                         Percentage
  Title  of Class          Group            Amount owned           of Class*
--------------------------------------------------------------------------------
Common  shares      Officers  and          172,380  common            8%
                    Directors  as  a          shares
                    Group

* Based upon 2,132,616 common shares issued and outstanding as at March 31, 1999


                                                                               7
<PAGE>
(c)  As of the date hereof,  there are no arrangements known to the Company, the
     operations  of which  may  result  in a future  change  of  control  in the
     Company.

(d)  Approximately  1.7 million of the issued common shares were issued  between
     the fiscal years 1995 and 1999, mostly in settlement of debts.  These debts
     represented  loans provided by a group of investors  represented by Snapper
     Inc. The shares were issued to various persons/entities at the instructions
     of  Snapper  Inc.  The  Company  is not  aware of any  direct  or  indirect
     relationship  among these  persons/entities  and individually  none of them
     holds  more  than 10% of the  Common  shares of the  Company,  based on the
     information  provided by our transfer  agents,  CIBC Mellon Trust  Company,
     which maintains the shareholders' records of the Company.

(e)  On March 31, 1999,  the directors of the Company  agreed to issue a further
     700,000  shares  at $0.75  per  share to  settle  various  loans  and debts
     advanced  from time to time  totaling to $525,000 to three  entities at the
     instructions  of Snapper Inc.  These shares have been approved for issuance
     by  shareholders  at the  Annual  General  Meeting of the  Company  held on
     November 15, 1999.  The details of the entities are given under  "Liquidity
     and Capital  Resource  "section of Item 9, page  27.none of these  entities
     will have  acquired  more than 10% of the capital stock of the Company as a
     result of this transaction.

(f)  None  of the  directors  and  officers  of the  Company  owns  directly  or
     indirectly  or is related to the owners of Snapper Inc.  Snapper Inc. is an
     independent privately held Company,  which is and has been a shareholder of
     Dealcheck.com  IncIt has no  ownership  interest  in either  Robox Inc.  or
     Robcorp  Inc.nor has it ever had any  interest in either of the  companies.
     Similarly,  Neither  of the  companies  has and  never  had  any  ownership
     interest  or  control  in  Snapper  Inc.   Snapper  Inc.   currently  holds
     approximately 2% of the Company's common shares as per the details obtained
     from our transfer agents and from Snapper Inc.

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 have been 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 as more fully
explained  in  Item  1,  Part  1  of  this  Report.


                                                                               8
<PAGE>
The  following table sets forth the reported high and low sale prices and volume
traded for the common shares as quoted on OTCBB on a quarterly basis since April
1,  1997

-----------------------------------------------------
PERIOD  (M/D/Y)        HIGH     LOW
                       (IN US DOLLAR)     VOLUME FOR
                                           QUARTER
-----------------------------------------------------
4/1/97  -  6/30/97     0.08     0.01        100,300
7/1/97  -  9/30/97     0.04     0.01         94,200
10/1/97 - 12/31/97     0.035    0.01         89,300
1/1/98  -  3/31/98     0.04     0.01        189,900
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

     *    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,  1997

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

PERIOD  (M/D/Y)           HIGH       LOW
                        (IN CANADIAN DOLLAR)   VOLUME FOR
                                                QUARTER
4/1/97  -  6/30/97       0.130      0.050         475,932
7/1/97  -  9/30/97       0.090      0.050         574,192
10/1/97 - 12/31/97       0.070      0.050         502,504
1/1/98  -  3/31/98       0.060      0.060         130,067
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

   *  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.


                                                                               9
<PAGE>
--------------------------------------------------------------------------------

As  of June 30, 1999, the Company's share register indicated that 191,440 of the
issued  and  outstanding  common  shares  were  held  by  494  shareholders with
addresses  in the United States, representing approximately 9% of the issued and
outstanding  common  shares  of  the  Company.


ITEM  6     EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITIES HOLDERS
            --------------------------------------------------------------------

Except  as discussed in Item 7, the Company is not aware of any Canadian federal
or  provincial  laws, decrees, or regulations that restrict the export or import
of  capital,  including foreign exchange controls, or that affect the remittance
of  dividends,  interest or other payments to non-Canadian holders of the common
shares. The Company is not aware of any limitations on the right of non-Canadian
owners  to  hold  or  vote  the  common  shares  imposed  by
Canadian  federal  or  provincial  law  or  by  the  Company.

The  Investment  Canada Act ( " Act" ) governs acquisitions of Canadian business
by a non-Canadian person or entity . The Act provides, among other things, for a
review  of  an  investment  in  the  event  of acquisition of control in certain
Canadian  businesses  in  the  following  circumstances:

An  indirect  acquisition  of  control  by  an  investor  who  is a  World Trade
Organization  ("WTO")  investor  is reviewable unless the value of the assets of
the  business  located  in  Canada  represents  more than 50% of the asset value
 of  the  transaction,  or  the  business  is  involved  in  uranium production,
financial  services,  transportation  services  or  a  cultural  business.

a.   If the investor is a non-Canadian and is not a member of a WTO country, any
     direct  acquisition  having an asset value  exceeding  $5, 000, 000 and any
     indirect acquisition having an asset value exceeding $5,000,000;

b.   If  the  investor  is a  non-Canadian  and  is a  WTO  member,  any  direct
     acquisition  having  an asset  value  exceeding  $168,000,000,  unless  the
     business   is   involved  in  uranium   production,   financial   services,
     transportation services or a cultural business.


                                                                              10
<PAGE>
The  Act  provides that a non-Canadian investor can hold up to 1/3 of the issued
and  outstanding  capital  of  a  Canadian  corporation  without  being deemed a
"control  person"  and that a non-Canadian investor holding greater than 1/3 but
less than   of the issued and  outstanding capital of a 'Canadian corporation is
deemed  to  be  a  control  person  subject  to  a rebuttable presumption to the
contrary  (i.e. providing evidence of another control or control group holding a
Greater  of  shares).

The  Act  provides  for notification under the Act where a non-Canadian acquires
control,  directly  or  indirectly, of a Canadian business with assets under the
thresholds  for  reviewable  transactions.  The notification process consists of
filing  a  notification  from  within  30  days  following the implementation of
investment  assets  under  the  thresholds  for  reviewable  transaction.  The
notification  process  consists  of  fling  a  notification  from within 30 days
following  the  implementation  of  an  investment.

ITEM  7     TAXATION
            --------

(a)     Canadian  Federal  Income  Taxation
        -----------------------------------

The  following  discussion  is a summary of the material Canadian federal income
tax  considerations  generally  applicable to purchasers of the Company's Common
Stock  pursuant  to this Report who, for purposes of the Income Tax Act (Canada)
and  Income  Tax Regulations (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  and,  in  the case of insurers who carry on an insurance business in
Canada  and  elsewhere,  do  not hold Common Stock that is effectively connected
with an insurance business carried on in Canada. Such a purchaser is referred to
in  this  discussion  as  a  "shareholder".

This  summary  is  based  on  the  current  provisions  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 thereunder publicly announced by the
Minister  of Finance prior to the date hereof and the Company's understanding of
the  current  published  administrative  and  assessing  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  Common  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. Under proposals to amend the
Canadian  Act,  the  Common  Stock  will  not  be taxable Canadian property to a
shareholder  provided  that  the  Company  is listed on a prescribed Canadian or
foreign  stock exchange within the meaning of the Canadian Act and provided that
such  shareholder,  or  persons with whom such shareholder did not deal at arm's
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. 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  direct  or indirect real property interests
(including  resource  property)  situated  in  Canada.


                                                                              11
<PAGE>
Under  the  Canadian  Act,  a  disposition  of  shares  that constitutes taxable
Canadian  property will give rise to a capital gain (or a capital loss) equal to
the  amount by which the proceeds of disposition of such shares, net of any cost
of  disposition, exceeds (or is less than) the adjusted cost base of such shares
to  the  shareholder.  Generally, three quarters of any capital gain realized by
the  shareholder  on  a  disposition  or  deemed  disposition  of such shares is
included  in  computing  his  Canadian income for that year as a taxable capital
gain.  Three  quarters  of  any  capital  loss  realized  by  a shareholder on a
disposition  or  deemed  disposition  of  such  a  share  in  a taxable year may
generally  be  deducted  from  his Canadian taxable capital gains for that year.

Under the Canadian Act, the disposition of a share by a shareholder may occur or
be  deemed  to  occur  in a number of circumstances including on sale or gift of
such  share  or  upon  the  death  of  the  shareholder.

The  initial  adjusted cost base of a share to a shareholder will be the cost to
him  of  that  share.  Under  the  Canadian  Act,  certain addition or reduction
adjustments may be required to be made to the cost base of a share. The adjusted
cost  base  of  each common share of a corporation owned by a shareholder at any
particular  time  will be the average adjusted cost base to him of all shares of
the  same  class  of  that  corporation  owned  by  him  at  that  time.

Any  dividend, including stock dividends, paid or credited, or deemed to be paid
or  credited,  by  the  Company  to  or for the benefit of 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 are further reduced to 5% if die
beneficial owner of the shares is a corporation that is a resident of the United
States  for  purposes  of the Treaty owning at least 10% of the voting shares of
the  Company.


                                                                              12
<PAGE>
(b))     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.

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.

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

This  Report  includes  consolidated financial statements of the Company for the
years  ended March 31, 1999 and 1998.These financial statements were prepared in
accordance  with  accounting  principles  generally accepted in Canada, which in
their  application  to  the  Company,  conform,  in  all material respects, with
accounting  principles  generally  accepted  in  the  United  States.

The  following  is  a  selected  financial  data for the Company for each of the
fiscal  years ended March 31, 1995,96,97,98 and 99, on a consolidated basis. The
data  is extracted from the audited financial statements of the Company for each
of  the  said  years.

During  the  period  between  the  discontinuation  of  snack  food business and
commencement  of  active  pursuit of opportunities in Communication and Internet
oriented  businesses,  the  operating  requirements  of  the Company were funded
mainly  by  loans  from  shareholders,  which  were  mostly converted to equity.


                                                                              13
<PAGE>
SUMMARY  OF  FINANCIAL INFORMATION IN THE COMPANY FINANCIAL STATEMENTS
(CANADIAN $)

Operating  data  -  Fiscal  year  ended  March  31
--------------------------------------------------

                             1999       1998      1997        1996        1995

Sales/ Gross revenue          NIL        NIL       NIL      $83,923     $528,291

Loss from Continuing       $477,596   $563,035   $626,488   908,004   $4,125,873

     Operations

Loss from discontinued        NIL        NIL     $190,959   446,194   $1,717,143

     Operations

Loss per Share             $  0.35    $   0.51*  $  0.75*      2.55*     $17.85*


<TABLE>
<CAPTION>
Balance Sheet Data - As at March 31:
------------------------------------

                               1999       1998        1997        1996         1995
<S>                     <C>           <C>          <C>          <C>          <C>
Working Capital         $     28,690   ($649,329)   ($198,830)  ($169,649)    ($701,466)
  (Deficit)

Investment              $     74,349      NIL      $   10,000     106,593      $232,143

Total Assets            $    259,706  $   61,541   $  116,744     134,558      $775,281

Long Term Liabilities         NIL          NIL         NIL          NIL           NIL

Total Liabilities       $     98,290  $  705,028   $  234,596     183,437    $1,147,235

Shareholders' Equity    $    161,416   ($643,487)   ($117,852)   ($48,879)     $371,954)
  (Deficit)

Number of Shares         2,832,616xx   1,122,615*   1,086,056*    728,180*      373,106*
  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.

xx     The  number of  shares include 700,000 shares to be issued to shareholders in
       settlement  of their advances of $525,000 at $0.75 per share.  Shares are yet
       to  be  issued.
</TABLE>


                                                                              14
<PAGE>
Exchange  rates
---------------

The  following  table  sets  forth, for the periods and dates indicated, certain
information concerning exchange rates of United States and Canadian dollars. All
the  figures  shown  represent noon buying rates for cable transfers in New York
City certified for customs purposes by the Federal Reserve Bank of New York. The
source  of  this  data  is  the  Federal  Reserve  Bank  Web  Site

----------------------------------------------------------
Period         period  end      high     low    average
               ------------------------(US$/CDN$)------
----------------------------------------------------------
March 31,1995   1.3987         1.4238  1.3410  1.3819

March 31,1996   1.3635         1.3990  1.3285  1.3613

March 31,1997   1.3835         1.3835  1.3310  1.3634

March 31,1998   1.4180         1.4637  1.3667  1.4031

March 31,1999   1.5092         1.5745  1.4175  1.5086

July 30, 1999   1.4735         1.5035  1.4512  1.4679


                                                                              15
<PAGE>
ITEM  9     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION AND
            --------------------------------------------------------------------
            RESULTS  OF  OPERATIONS
            -----------------------

The  following  discussion  and  analysis should be read in conjunction with the
Financial  Statements  and  Notes thereto and the five-year summary of financial
information  appearing  elsewhere  in  this  Report

1.     RESULTS  OF  OPERATIONS
       -----------------------

-----------------------------------------------------------------
Year  ended  March  31          1997     1998     1999     2nd Q
                                                           2000
                                -------- in  000"  CDN$-----

Net  Loss  for  the  year        817      563      478       229

Deficit  at  end of year      14,907   15,470   15,948    16,176
-----------------------------------------------------------------

PAST  PERFORMANCE
-----------------

The  Company  has  a  history  of  losses  since  inception.

Given  below is a brief account of the major activities and nature and extent of
losses  sustained  since  its  inception  in  1973  to  the  fiscal  1999:

FISCAL  YEARS  1973-1985

Between  the  years  1973  and 1985, the company, then known as Kamlo Gold Mines
Limited,  was  an  inactive  shell  and  incurred  no  expense  or  losses.

FISCAL  YEARS  1986-1990

On  October  25,  1985,  the  Corporation  changed  its  name  to  NRT  Research
Technologies  Inc. and was involved in various research and development projects
through  its  subsidiaries  between  fiscal  years  1986 and 1990 ,  as follows:

      -     Marine  Systems  Research  Inc.  (wholly  owned)  -  research  into
            Injection molded plastic marine propeller for outboard  and  inboard
            boat  market


                                                                              16
<PAGE>
      -     NRT  Research (B.C.) Ltd. (wholly owned) - research  into  improving
            performance of 12-meter yacht hulls in the areas of  both  speed and
            maneuverability

      -     Games  of  Tomorrow  Inc.( wholly owned) - research into  developing
            games, toys and novelty items that incorporate emerging technologies
            such as holography.

      -     PB Yatch Design Inc.(80% owned) - research into developing
            cost-effective improvements in the propulsive efficiency and ease of
            handling of recreational sailing  craft.

None of the above development efforts resulted in any commercial products, which
could  create  a  revenue stream. A total of $5.5 million was spent in acquiring
subsidiaries  and  in  funding  the  research and development efforts during the
period.  The  costs  were either settled through issuance of common shares or by
cash, which was in turn raised through issuance of shares in private placements.

Roughly  half of the cumulative losses of approx. $5.5 million at the end of the
fiscal  1990  resulted  from  the  write  off of investments in subsidiaries and
deferred  development  costs  and  the  remaining half of the losses represented
operating  losses.

FISCAL  YEARS  1991-  1998

During  the  fiscal  1991-1992, the Company completely discontinued all research
and  development.  The  board  of  directors  and the officers were replaced and
Terence  Robinson,  the  current  director,  together with two other independent
directors,  came  on board. The name of the company changed to Cuda Consolidated
Corp  and  then  in  fiscal  1995  to  Foodquest  International  Corp.

During  1993, the Company acquired the exclusive rights to distribute a range of
snack  foods  produced  in  Australia.  During  1994  and 1995 fiscal years, the
Company sought out appropriate marketing and distribution arrangements. Advances
were  made  to  distributors  to  allow  them  to import product for resale, and
expenses were incurred for product testing, marketing and other ancillary costs.

In 1995 fiscal year, the Company determined that the price paid for the imported
snack  foods was too high to allow for profitable, high volume distribution. The
company therefore discontinued distribution business and wrote off $ 1.7 million
representing  the  costs of the Canadian and US rights and net advances given to
distributors,  which  could  not  be  recovered.

During  1993,  the  Company  made  another  investment  of  $2.5 million in a US
Company, whose principal asset consisted of a proprietary olive oil formulation.
In  1995  fiscal  year,  the  US  Company  disposed  of  its formulation and the
Company's  interest  was  redeemed for $162,000 being the proportionate share of
the  cash  received. As a result, the company suffered a redemption loss of $2.3
million.


                                                                              17
<PAGE>
During the fiscal 1996, the Company entered into a joint venture with a Canadian
company  to  develop an operational snack food manufacturing plant in Canada. As
part  of  the  agreement, the Company was required to provide financial support.
A total sum of about $200,000 was financed until the middle of fiscal 1997, when
the  Company  decided  to cease further financing due to significant uncertainty
surrounding  the viability of the operations. The investment was written down by
$190,000  to  its  net realizable value of $10,000. However, in the fiscal 1998,
this  amount  was  considered  irrecoverable  and  was  written  off.

Thus,  additional  losses  of  about $10 million were sustained during the above
period.  $5.8  million  of these losses occurred in the fiscal year 1995 alone -
these  loses  resulted  from  writing off of the costs of acquiring distribution
rights  and  investment  in  a subsidiary as explained above. The balance of the
losses  reflected  operating  loss.

LOSSES  FOR  THE  PAST  THREE  FISCAL  YEARS  1997-1999
-------------------------------------------------------

There  was  no  revenue  during  the  fiscal  years 1997, 1998 and 1999. The new
investments  made  near the end of the fiscal year 1999 are unlikely to generate
revenue  for  some  time.

Net  loss  for  the  fiscal year 1997 was $817,447, which included write down of
investments  in  snack  foods business of $190,959. Net loss for the fiscal 1998
declined to $563,035, which included write down of investments in snack foods of
$10,000.  Net  loss  for fiscal 1999 declined further to $477,596 - there was no
investments write down in this fiscal year. The decline in net loss was entirely
attributed  to  the  decline  in  general  and  administrative  costs.

General and Administrative expenses declined from $626,488 in the fiscal 1997 by
about  12%  to  $553,035 in the fiscal 1998 and a further 14% to $477,596 in the
fiscal  1999.

The  major  components  of the general and administrative costs were as follows:

a.   TRAVEL  PROMOTION AND CONSULTING FEE increased by approx.  4% from $301,461
     in fiscal  1997 to  $311,955 in fiscal 1998 and by a further 4% to $323,337
     in fiscal 1999.  This is a major cost component -  constituting  48% of the
     total  costs in fiscal  1997,  56% in fiscal  1998 and 68% in fiscal  1999.
     Increase in these costs were  attributed  to the renewed  efforts in making
     the Company  operative once again and culminating in the two investments by
     the end of the fiscal 1999.


                                                                              18
<PAGE>
b.   PROFESSIONAL  FEES  declined  marginally by about 1% from $76,151 in fiscal
     1997 to $75,593 in fiscal 1998 but then  declined by 48% in the fiscal 1999
     to $39,113. The significant reduction reflected the management's efforts in
     reducing dependence on outside  consultants and lawyers.  Many of the tasks
     including  reviewing  a  potential  investment  proposal,  which used to be
     outsourced in the past, were being handled in-house.

c.   OFFICE AND GENERAL EXPENSES declined by 35% from $100,421 in fiscal 1997 to
     $65,163  in  fiscal  1998 and a further  71% to  $18,948  in  fiscal  1999.
     Discontinuation  of snack food  business  and  closure of other  offices of
     subsidiary and joint venture companies on one hand and conscious efforts by
     the  management  to  reduce  these  costs  attributed  to  the  significant
     reduction over the three years.


In  December 1998, the management finally agreed on a new business strategy. The
Company  began  looking  for  Internet  oriented  businesses,  which  were  at a
conceptual  level and required further funds to develop into commercially viable
businesses.  The Company would also participate in the equity of other companies
whose  business  models  fit  into  the  ones  being developed by the Company. A
detailed  description of the new business approach is given under Item 1, Part I
of  this  Statement.

During  March  1999, the Company invested $64,914 ($42,500US), which represented
8.75%  equity  interest  in  World  Vacation  Club.com  (WVC).

The  above  investment was sold in May 2000 at cost to an unaffiliated purchaser
as  more  fully  explained  in  Part 1, item 1 under overview of the fiscal year
ended  March  31,  1999.

SIX  MONTHS  ENDED  SEPTEMBER  30,  1999
----------------------------------------

There  was  no  revenue  during  this  period.

Net  loss  for  the  period  was  $228,688  and  related entirely to general and
administrative  expenses.  Overall general and administrative expenses remained,
more  or  less, at the same level as the ones for the six months ended September
30,  1998,  which  were  $222,486.

If  the  expenses  for  the  first  six months were to be annualized, they would
amount  to  $$457,376  -  which  would reflect about 4% reduction over those for
fiscal  1999.


                                                                              19
<PAGE>
Office  and general overheads continued to decline. They were $7,926 compared to
$19,641  for  the  same  period  in  the  fiscal  1999.  Professional  fees have
increased to $36,398 compared to $16,419 for the same period in fiscal 1999. The
increase  is  due to the management actively pursuing new business proposals and
retaining  services  of  lawyers  and financial professionals during the current
period.  No  such  activity  existed  during  the  previous  period.

The  company  exercised  its  options  to  acquire more shares in World Vacation
Club.com  and  purchased  100,000  shares at a cost of $14,923.  However, in MAY
2000,  this investment was sold at cost as explained on page 19 under Losses for
the  past  three  fiscal  years  1997-1999  section.

2     LIQUIDITY  AND  CAPITAL  RESOURCE
      ---------------------------------

(a)   ACCUMULATED  DEFICIT  AND  THE  COMPANY'S  ABILITY  TO OPERATE IN FUTURE

     The Company has experienced recurring net losses since inception and has an
     accumulated  deficit  of about  $16  million  at March  31,  1999.  Travel,
     promotion and consulting  expenses,  professional fees, occupancy costs and
     other  general  expenses  will be  incurred,  which in the  absence  of any
     income,  will produce  continuing net losses and an increase in accumulated
     deficit annually. These matters raise substantial doubt about the Company's
     ability to continue as a going concern.  The Company's  ability to continue
     operations  as a going  concern and to realize its assets and to  discharge
     its liabilities is dependent upon obtaining additional financing sufficient
     for continued  operations as well as the  achievement  and maintenance of a
     level of profitable operations.

     The Company has and is pursuing  aggressive costs cutting  programs.  Since
     fiscal 1997, office and general expenses declined by 35% in fiscal 1998 and
     a further 71% in fiscal 1999.

     During the fiscal 1999,  the management  agreed on a new business  strategy
     and in March 1999 made  investments  towards the  objective  of  generating
     operational  income in the future.  The management  was also  successful in
     securing equity financing to fund its operations and its investments in new
     projects. During the six months to September 30, 1999, the company received
     additional  interest free funding of $212,898 under a consulting  agreement
     with Snapper Inc.  towards its  operating  costs.  The said  agreement  was
     extended  for another year up to  September  30,  2000.  The Company has no
     other borrowing.

     Management  believes  that the actions  that are being taken and planned to
     revise the Company's operations provide for the opportunity for the Company
     to continue as a going concern.


                                                                              20
<PAGE>
Almost  all  the  investments  and  operating  costs  had to be funded by equity
financing. The Company's issued capital increased from about $2.3 million in the
fiscal  1987  to  $16  million  in  the  fiscal  1999.

The  dependence  of  equity  financing  was  mainly  due  to  the  fact that the
alternative  debt  financing was significantly expensive. Cheaper financing from
bank  or  other  financial  institutions  was  hard  to  come due to unfavorable
financial  history  of  the  Company.


(b)     CASH  AND  WORKING  CAPITAL

The  Company  had  a  net  working capital surplus of  $28.690 at March 31, 1999
compared  to  a deficit of  $699,329 at March 31, 1998 and a deficit of $198,830
at  March  31,  1997.  However,  as at September 30, 1999, the company had a net
negative  working capital of  $207,200 which included advances from shareholders
of  $220,514  at  September  30,  1999.

The  fiscal  1997  and  1998 liabilities  included advances from shareholders of
$103,284  and  $648,133  respectively.  Of  this amount, $505,000 was settled in
fiscal  1999  by  issuance  of  about  673,333 common shares at $0.75 per share.

During  the  fiscal year 1999, additional advances of $525,000 provided by three
independent  entities,  as  detailed below, were approved by the directors to be
settled through issuance of 700,000 common shares at $0.75 per share. The annual
general  meeting  of  the  shareholders  held  on November 15, 1999 approved the
issuance  of  the  shares  as  negotiated  by  the  directors:

           Astrid  Willemsen                     270,000  shares
           Lincoln  Development  Corporation     230,000  shares
           Riviera  Investments                  200,000  shares

These  parties are not related to each other or to any of the existing directors
or  to  Snapper  Inc.,  based  on  our inquires and representation received from
Snapper  Inc.  and  each  of  the  above  entities.

The  net  cash spent on operations during the fiscal 99 was $511,295 compared to
$600,411  during  the  fiscal  98  and  $768,681 during the fiscal 1997. Overall
decline in general and administrative expenses through fiscal years 1997 to 1999
resulting  in  reduction in the operating cash requirement. The trend of reduced
expenses continued during the next six months to September 30, 1999 during which
the net cash spent on operations was down by about 6% to $239,570 or $479,000 on
an  annualized  basis.


                                                                              21
<PAGE>
(c)     CAPITAL  EXPENDITURE

The  Company  spent  $72,020  on  new  investments and capital assets during the
fiscal  99  compared  to  $1,164  in  the  fiscal 98 and $64,551 in fiscal 1997.

1997  and  1998  capital  expenditure  comprised  office  equipment.

1999  expenditure  included  $20,921  towards  computers,  $  41,664($27,500 US)
invested  in  World  Vacation  Club.com  and  $9,435($7,000US)  paid towards the
development  of  Shellfn.com  web  site.

During  the  six  months  to  September  30,  1999, the company spent a total of
$17,543 consisting of $2,620 on computers and the balance $14,923 on acquisition
of  additional  100,000  shares  in World Vacation Club.com - see (d) below.  No
capital  expenditure  was  incurred  during  the  same  period  in  fiscal 1999.

(d)     INVESTMENT  IN  WORLD  VACATION  CLUB.COM  (WVC)

The  investment  in WVC constitutes about 25% of the total assets of the Company
as  at March 31, 1999 and 37% of the total assets of the company as at September
30,  1999.

In  MAY  2000, this investment was sold to an unaffiliated purchaser at cost, as
more  fully  explained in Part 1, item 1 under overview of the fiscal year ended
March  31,  1999.

(e)     CAPITAL  REQUIREMENTS

The  management  has  estimated the Company's operating cash requirement for the
next  eighteen  months  to  be around $600,000, which includes budgeted expenses
relating  to  IRCheck.com  Web  Site  development,  launch  and  maintenance.

The revenue stream that may be generated from the IRCheck.com web site after its
launch  cannot,  at  the present time, be reasonably estimated. The Company does
not  expect  any  significant  revenue from this source within the next eighteen
months.

The company sold its investment in WVC in MAY 2000 for $79,837. these funds will
be  used  towards  the  promotion  of  IRCheck.com  business

Meanwhile,  the  Company  hopes  to  fund  its  working  capital  and investment
requirements  from  convertible  debts  or  equity investments from the existing
shareholders and private placements. While, no firm commitment for further funds
have  been  provided  by  the shareholders, the management believes that Snapper
Inc.  will  continue  to  secure investors/lenders for the Company given the new
business  strategy.  This  is  evidenced by the fact that loans of $212,000 were
secured  by Snapper Inc. for the Company between April 1, 1999 and September 30,
1999.  These  funds were in addition to $525,000 secured during the fiscal 1999,
as  explained  under  section  (b)  Cash  and  working  capital  above.


                                                                              22
<PAGE>
If  additional  funds  are  raised through the issuance of equity or convertible
debt  securities,  the percentage ownership of the existing shareholders will be
reduced, shareholders may experience additional dilution and such securities may
have  rights,  preferences  or  privileges  senior to those of the rights of the
company's  Common  Stock.  There  can  be no assurance that additional financing
will  be  available  on  terms favorable to the Company, or at all.  If adequate
funds  are  not available or not available on acceptable terms, the Company will
not  be  able  to fund its future operations, promote its shellfn.com site as it
desires,  take  advantage of unanticipated acquisition opportunities, develop or
enhance  services or respond to competitive pressures.  Any such inability could
have  a material adverse effect on the Company's business, results of operations
and  financial  condition.

(f)     YEAR  2000  COMPLIANCE

Many computer Systems identify dates using only the last two digits of the year.
These systems are unable to distinguish between dates in the year 2000 and dates
in the year 1900. That inability (referred to as the '1year 2000 issue"), if not
addressed,  could  cause  these systems to fail or provide incorrect information
after  December  31,  1999  or  when  using  dates  after  December  31,  1999.

In  March  1999, the directors of the Company asked the Chief Technology Officer
to  review  the  year  2000  issue  in  respect  of  the  following three areas:

     1.   Review  the  equipment,   software  and  systems  inventories  at  the
          Company's office to ensure they are year 2000 compliant.

     2.   With   respect  to   external   contacts,   to   establish   a  formal
          communications  process with its financial  institutions,  programming
          providers,  vendors,  service providers and other third party contacts
          to determine the extent to which such parties are addressing Year 2000
          issues. In connection with the process, the Company sent approximately
          20  questionnaires  requesting  information  regarding  the Year  2000
          compliance status of these parties.

     3.   With respect to the investments of the Company,  to establish a formal
          communications  process with the developer of Shellfn.com web site and
          World  Vacation  Club.com  to  determine  the extent to which they are
          addressing Year 2000 issues.


                                                                              23
<PAGE>
As  regards,  the  first matter, the Company switched from WINDOWS 3.1 operating
system  to  the year 2000 compliant WINDOWS NT system in February 1999. The cost
of  this  change is included in the capital expenditure for the fiscal 1999. the
company  uses Microsoft office and an accounting software both of which are year
2000  compliant.

As  regards  the  other two matters, The Company has received responses from all
such  parties  indicating  that all are Year 2000 compliant or expect to be Year
2000  compliant  on  a  timely  basis.

Given  the limited nature of the Company's current operations, no further action
or  expenditure  is  planned in connection with the year 2000 issue. The Company
does  not  anticipate  any significant financial loss or exposure in the matter.

3.     FACTORS  THAT  MAY  AFFECT  FUTURE  RESULTS
       -------------------------------------------

This  report  contains  various forward-looking statements within the meaning of
the  Private  Securities  Litigation  Reform  Act  of 1995, including financial,
operating and other projections. These statements are based on current plans and
expectations  of  the  Company  and  involves risks and uncertainties that could
cause  actual  future  activities  and  results  of  operations to be materially
different  from  those  set  forth  in  the  forward  looking  statements.

Important  factors  that  could  cause  actual  results to differ include, among
others,  risks  associated  with acquisitions, fluctuations in operating results
because  of  acquisitions  and variations in stock prices, changes in applicable
government  regulations  and  competition.  As  a  result  of these factors, the
Company's  revenue  and income could vary significantly from quarter to quarter,
and  past financial performance should not be considered a reliable indicator of
future  performance.

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:

--------------------------------------------------------------------------------
Name  and  Position                         Commencement  of
With  the  Company                 age      Service
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------


                                                                              24
<PAGE>
TERENCE  ROBINSON  is  Chairman  of the Board and Chief Executive Officer of the
Company.  Mr.  Robinson  is  responsible  for  raising  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.,  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  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.


                                                                              25
<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  is  the  Chief  Technology  Officer  and  has over five years of
experience  in  Network  set  up  and  systems  configuration.  He  worked as an
Information  Technology Placement Consultant for two years specializing in small
network,  personal computing area. He also worked as Network administrator for a
small  family  run  business  and  began a consulting company working with small
businesses  setting  up  network  and  hardware,  software  configuration.

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


                                                                              26
<PAGE>
2.     DIRECTORS  AND  OFFICERS  OF  THE  COMPANY
       ------------------------------------------

During  the  fiscal  year  ended March 31, 1999, the aggregate cash remuneration
paid or payable by the Company and its subsidiary to its directors and executive
officers  for  services  rendered was $36,390 and total expenses reimbursed were
$36,144.

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

As  at  June 30, 1999, there were no outstanding options or warrants to purchase
common  shares  of  the  Company.

ITEM  13     INTEREST  OF  MANAGEMENT  IN  CERTAIN  TRANSACTIONS
             ---------------------------------------------------

Management  has  no  interest in any material transactions of the Company or its
subsidiary  during  the  last  three  fiscal  years  and  the presently proposed
transactions.

                                     PART II

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

Common  shares  without  par  value

Each  common share entitles the holder to one vote. Joint holders are considered
to  be  one  holder  for  this  purpose.

The  holders  of  the common shares shall be entitled to receive dividend as and
when  approved  and  declared  by  the  Board  of  Directors.

In  the  event  of liquidation, the net proceeds after settling all the debts of
the  Company  shall  be  distributed among the common shareholders on a pro-rata
basis.

                                     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.


                                                                              27
<PAGE>
ITEM  18     FINANCIAL  STATEMENTS
             ---------------------

Inapplicable

ITEM 19   FINANCIAL  STATEMENTS  AND  EXHIBIT
          -----------------------------------

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

1.        Audited Consolidated financial statements of the Company for the
          years ended March 31, 1999 and 1998

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


2.        Unaudited Consolidated financial statements of the Company for
          six months ended September 30, 1999 and 1998

          -    Consolidated Balance Sheet
          -    Consolidated Statement of Operations and Deficit
          -    Consolidated Statement of Cash Flows


3.        Audited Consolidated financial statements of the Company for the
          years ended March 31, 1998 and 1997

          -    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

1(ii)    Certificate of Incorporation of Kamlo Gold Mines Limited

1(iii)   Certificate of name change from Kamlo  Gold Mines Limited to NRT
         Research Technologies Inc.

1(iv)    Certificate of name change from NRT Research Technologies Inc.
         to NRT Industries Inc.


                                                                              28
<PAGE>
1(v)     Certificate of name change from NRT Industries Inc. to CUDA
         Consolidated Inc.

1(vi)    Certificate of name change from CUDA Consolidated Inc. to
         Foodquest Corp.

1(vii)   Certificate of name change from Foodquest Corp. to Foodquest
         International Corp.

1(viii)  Certificate of name change from Foodquest International Corp. to
         Dealcheck.com Inc.

1(ix)    Articles of Incorporation of the Company

1(xi)    By-Laws of the Company

2(i)     Specimen Common Share certificate

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

3(ii)(b) IRCheck.com web site development contract with React Digital Arts
         dated February 25, 2000


3(ii)(c) An agreement dated May 29, 2000 with Mr. Hannah regarding sale
         of WVC investment


                                                                              29
<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

                                       /s/  Terence Robinson
                                       -------------------------------
                                       (Dealcheck.com  Inc.)

                                       Terence  Robinson
                                       -----------------
                                       Chairman  &  CEO


DATE:  MAY  30,  2000


                                                                              30
<PAGE>
               DEALCHECK.COM  INC.

               (FORMERLY FOODQUEST INTERNATIONAL INC.)

               CONSOLIDATED FINANCIAL STATEMENTS

               FOR THE YEARS ENDED MARCH 31, 1999 AND 1998


<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 sheet of DEALCHECK.COM INC. (FORMERLY
FOODQUEST  INTERNATIONAL  INC.)  as  at  MARCH  31,  1999  and  the consolidated
statement  of  operations  and  deficit  and  cash flow for the year 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.  The  financial  statements of Dealcheck.com (Formerly Foodquest
International  Inc.)  as of March 31, 1998, were audited by other auditors whose
report  dated  August  7,  1998,  expressed  an  unqualified  opinion  on  these
statements.

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, 1999
and  the  results  of  its  operations and cash flows for the year then ended in
accordance  with  accounting  principles generally accepted in Canada which also
conform  in  all material respects with accounting principles generally accepted
in  the  United  States.


DAREN,  MARTENFELD,  CARR,  TESTA  AND  COMPANY  LLP  (Signed)

DAREN,  MARTENFELD,  CARR,  TESTA  AND  COMPANY  LLP


June  2,  1999,  except  for  Note  17  which  is  dated  May  29,  2000


COMMENTS  BY  AUDITORS  FOR  U.S.  READERS  ON  CANADIAN U.S. REPORTING CONFLICT

In the United States, reporting standards for auditors require the expression on
a  qualified  opinion when the consolidated financial statements are affected by
significant  uncertainties and contingencies such as those referred to in Note 2
to  these  financial  statements.  The  above  opinion  in  our  report  to  the
shareholders  dated June 2, 1999, except for Note 17 which is dated May 29, 2000
is  not  qualified  with  respect  to,  and  provides  no  reference  to,  these
uncertainties  since  such  an  opinion would not be in accordance with Canadian
reporting standards for auditors when the uncertainties are adequately disclosed
in  the  consolidated  financial  statements.


                                                                              1.
<PAGE>
DEALCHECK.COM  INC.
(FORMERLY  FOODQUEST  INTERNATIONAL  CORP.)
CONSOLIDATED  BALANCE  SHEET
(CANADIAN  DOLLARS)
MARCH  31,  1999  AND  1998

<TABLE>
<CAPTION>
===========================================================================
                                               NOTE      1999     1998
---------------------------------------------------------------------------
ASSETS

CURRENT
<S>                                        <C>       <C>        <C>
  Cash                                               $ 64,368   $     5,699
  Amounts receivable and prepaid expenses              62,612             -
----------------------------------------------------------------------------
                                                      126,980         5,699
INVESTMENT                                     4       64,914             -
SHELLFN.COM WEB SITE                           5        9,435             -
CAPITAL ASSETS                                 6       58,377        55,842
----------------------------------------------------------------------------
                                                    $ 259,706   $    61,541
============================================================================
LIABILITIES

CURRENT
  Accounts payable
   and accrued liabilities                           $ 67,423   $    56,895
  Note payable                                 7       23,250             -
  Advance from shareholder, non-interest
  bearing                                               7,617       648,133
----------------------------------------------------------------------------
                                                       98,290       705,028
----------------------------------------------------------------------------

SHAREHOLDERS' EQUITY (DEFICIENCY)
CAPITAL STOCK                                  8   16,109,063    14,826,564
DEFICIT                                           (15,947,647)  (15,470,051)
----------------------------------------------------------------------------
                                                      161,416      (643,487)
----------------------------------------------------------------------------
                                                   $  259,706   $     61,541
============================================================================
</TABLE>

SEE  ACCOMPANYING  NOTES.

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


                                                                              2.
<PAGE>
DEALCHECK.COM  INC.
(FORMERLY  FOODQUEST  INTERNATIONAL  CORP.)
CONSOLIDATED  STATEMENT  OF  OPERATIONS  AND  DEFICIT
(CANADIAN  DOLLARS)
FOR  THE  YEARS  ENDED  MARCH  31,  1999  AND  1998

<TABLE>
<CAPTION>
=====================================================================
                                    NOTE         1999          1998
---------------------------------------------------------------------
EXPENSES
<S>                                      <C>            <C>
Travel, promotion and consulting          $    323,337     $ 311,955
Professional fees                               39,113        75,593
Rent                                            24,800        43,163
Telephone, internet and courier                 26,942        24,244
Transfer agents fees                            14,684        10,757
Shareholders information                        11,350         5,860
Amortization                                    18,386        16,300
Office and general                              18,948        65,163
---------------------------------------------------------------------

                                               477,596       553,035
---------------------------------------------------------------------
LOSS BEFORE UNDERNOTED ITEM                   (477,596)     (553,035)
WRITE OFF OF INVESTMENT             4(ii)            -        10,000
---------------------------------------------------------------------
NET LOSS FOR YEAR                             (477,596)     (563,035)
DEFICIT AT BEGINNING OF YEAR               (15,470,051)  (14,907,016)
---------------------------------------------------------------------
DEFICIT AT END OF YEAR                    $(15,947,647) $(15,470,051)
---------------------------------------------------------------------
NET LOSS PER SHARE                  9     $      (0.35) $      (0.51)
=====================================================================
</TABLE>

SEE  ACCOMPANYING  NOTES.


                                                                              3.
<PAGE>
DEALCHECK.COM  INC.
(FORMERLY  FOODQUEST  INTERNATIONAL  CORP.)
CONSOLIDATED  STATEMENT  OF  CASH  FLOWS
(CANADIAN  DOLLARS)
FOR  THE  YEARS  ENDED  MARCH  31,  1999  AND  1998

<TABLE>
<CAPTION>
======================================================================
                                                  1999        1998
----------------------------------------------------------------------
OPERATING  ACTIVITIES
<S>                                            <C>          <C>
Net loss                                       $ (487,031)  $(563,035)
Amortization                                       18,386      16,300
Write-off of investment                                 -      10,000
Amounts receivable and prepaid expenses           (62,615)     10,741
Accounts payable and accrued liabilities           10,530     (74,417)
----------------------------------------------------------------------
                                                 (520,730)   (600,411)
----------------------------------------------------------------------

INVESTING ACTIVITIES
Purchase of capital assets                        (20,921)     (1,164)
Investment in World Vacation Club.com             (41,664)          -
----------------------------------------------------------------------
                                                  (62,585)     (1,164)
----------------------------------------------------------------------

FINANCING ACTIVITIES
Advances from shareholder                         641,984     582,249
----------------------------------------------------------------------
INCREASE (DECREASE) IN CASH DURING YEAR            58,669     (19,326)
CASH AT BEGINNING OF YEAR                           5,699      25,025
----------------------------------------------------------------------

CASH AT END OF YEAR                              $ 64,368  $    5,699
----------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES

NON-CASH INVESTING AND FINANCING ACTIVITIES
Conversion of debts to equity                  $1,282,500   $  37,400
Note issued on acquisition of investment           23,250           -
======================================================================
</TABLE>

SEE  ACCOMPANYING  NOTES.


                                                                              4.
<PAGE>
DEALCHECK.COM  INC.
(FORMERLY  FOODQUEST  INTERNATIONAL  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(CANADIAN  DOLLARS)
MARCH  31,  1999  AND  1998
--------------------------------------------------------------------------------

1.   NATURE  OF  OPERATIONS

     Dealcheck.com Inc. ("the Company") is an internet marketing and development
     company,  developing  business strategies in wholly owned internet sites or
     concepts, or companies in which it has an investment interest.

     The Company changed its name from Foodquest  International Corp.  effective
     December 31, 1998.

2.   GOING  CONCERN

     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles,  which contemplates  continuation
     of the Company as a going  concern.  However  the  Company has  experienced
     recurring net losses and has an accumulated deficit of about $16 million at
     March 31, 1999.  Travel,  promotion and consulting  expenses,  professional
     fees, occupancy costs and other general expenses will be incurred, which in
     the  absence  of any  income,  will  produce  continuing  net losses and an
     increase in accumulated  deficit annually.  These matters raise substantial
     doubt  about the  Company's  ability to continue  as a going  concern.  The
     Company's ability to continue  operations as a going concern and to realize
     its assets and to discharge its  liabilities  is dependent  upon  obtaining
     additional  financing  sufficient  for continued  operations as well as the
     achievement and maintenance of a level of profitable operations.

     The Company has and is pursuing  aggressive costs cutting  programs.  Since
     fiscal 1997, office and general expenses declined by 35% in fiscal 1998 and
     a further 71% in fiscal 1999.

     During fiscal 1999, the management agreed on a new business strategy and in
     March 1999 made investments towards the objective of generating operational
     income in the future.

     Management  believes  that the actions  that are being taken and planned to
     revise the Company's operations provide for the opportunity for the Company
     to continue as a going concern.

3.   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 for:

     Shellfn.com  Web  Site  Costs

     The costs of developing  the commercial web site 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 $487,031. Total assets would be $250,271 and deficit
     would be $15,957,082.


                                                                              5.
<PAGE>
DEALCHECK.COM  INC.
(FORMERLY  FOODQUEST  INTERNATIONAL  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(CANADIAN  DOLLARS)
MARCH  31,  1999  AND  1998
--------------------------------------------------------------------------------

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

     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.

     INVESTMENT

     Investees which the Company does not control or have significant  influence
     over are accounted for by the cost method of  accounting  which  recognizes
     income only to the extent of dividends received.

     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.

     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>
DEALCHECK.COM  INC.
(FORMERLY  FOODQUEST  INTERNATIONAL  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(CANADIAN  DOLLARS)
MARCH  31,  1999  AND  1998
--------------------------------------------------------------------------------

4.   INVESTMENT

     On March 3, 1999, the Company subscribed for 150,000 common shares of World
     Vacation Club.com,  a private Nevada corporation at a price of $0.15 US per
     share.  The total  subscription  price of $22,500 US was satisfied with the
     payment of $7,500 US and the issuance of a $15,000 US promissory  note (see
     Note 6).

     On March 19, 1999, the Company  subscribed for an additional 200,000 common
     shares of World  Vacation  Club.com  at a price of $0.10 US per share.  The
     above  investment  results in the Company  owing  8.75% of the  outstanding
     voting common shares of World  Vacation  Club.com.  As the Company holds an
     8.75% interest in this private Nevada Corporation management has determined
     that  the  investment  will be  accounted  for  under  the cost  method  of
     accounting.

     As at March 31, 1999 the carrying value approximates the fair value of this
     investment.

     The  Company  was  granted an option  until July 31,  1999 to  purchase  an
     additional  200,000 common shares at $0.10 US per share.  No value has been
     ascribed to the options.

     ii)     YEAR  ENDED  MARCH  31,  1998

             The  Company  has  been unable to realize its investment in a snack
             Food  manufacturing  plant.  Accordingly  this  investment has been
             written off.

             During  the  1997 fiscal year, the Company ceased financial support
             to  the  joint  venture  which  was  developing  the  snack  food
             manufacturing  plant  due  to  significant  uncertainty surrounding
             the viability of the operation.

5.   SHELLFN.COM  WEB  SITE

     The Company is  developing a web site from which it intends to earn fees by
     facilitating the trading of public shell  companies.  The costs relating to
     the development of the web site have been deferred and will be 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.

6.   CAPITAL  ASSETS
------------------------------------------------------
                                  ACCUMULATED     NET
                           COST   AMORTIZATION   1998
------------------------------------------------------

   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
======================================================


                                                                              7.
<PAGE>
DEALCHECK.COM  INC.
(FORMERLY  FOODQUEST  INTERNATIONAL  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(CANADIAN  DOLLARS)
MARCH  31,  1999  AND  1998

6.     CAPITAL  ASSETS  (Cont'd.)

------------------------------------------------------
                                  ACCUMULATED     NET
                           COST   AMORTIZATION   1998
------------------------------------------------------

Office furniture         $42,271    $12,360    $29,911
Office equipment          31,296     10,895     20,401
Leasehold improvements     7,900      2,370      5,530
------------------------------------------------------
                        $ 81,467    $25,625    $55,842
------------------------------------------------------


7.   NOTE  PAYABLE

     On March 3, 1999,  the Company  issued a promissory  note for $15,000 US to
     World Vacation  Club.com to satisfy the subscription  amount owed (see Note
     4). The note  principal  together  with interest at 6% per annum is due and
     payable July 31, 1999.

     The Note is secured by 150,000  common  shares of World  Vacation  Club.com
     held by the Company.


8.   SHARE CAPITAL

     AUTHORIZED
       Unlimited  number of common shares

<TABLE>
<CAPTION>
ISSUED                                  1999                       1998
----------------------------------------------------------------------------------
                                  COMMON                   Common
                                  SHARES      AMOUNT       Shares        Amount
----------------------------------------------------------------------------------
<S>                            <C>          <C>           <C>          <C>
Beginning of year                1,122,615  $14,826,564   16,290,838   $14,789,164
On conversion of debt            1,010,000      757,500      548,393        37,400
Consolidation of capital stock
on a 15:1 basis (i)                      -            -  (15,716,616)           -
On conversion of debt (ii)         700,000      525,000            -            -
----------------------------------------------------------------------------------
                                 2,832,616  $16,109,064    1,122,615   $14,826,564
----------------------------------------------------------------------------------
</TABLE>

     i)     On  October 29, 1998, a special resolution was passed to amend the
            Articles  of  Incorporation  to give effect to a 15:1 common share
            consolidation.  The consolidation  took place on January 25, 1999.
            Under SAB.4(c)  the  reverse split is required to be retroactively
            applied  to  1998.  The  result  of  applying  the  reverse  split
            retroactively  is  that  at  March  31, 1998 the  number of common
            shares  is  reduced  by  15,716,616  leaving  1,122,615  issued
            and outstanding.


                                                                              8.
<PAGE>
DEALCHECK.COM  INC.
(FORMERLY  FOODQUEST  INTERNATIONAL  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(CANADIAN  DOLLARS)
MARCH  31,  1999  AND  1998
--------------------------------------------------------------------------------

8.   SHARE  CAPITAL  (Cont'd.)

     ii)  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
          has been approved by directors.


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
     1,435,949 shares for the year ended March 31, 1999 (1998 - 1,107,382).

10.  INCOME  TAXES

     Management  estimates  that the  Company  has carry  forward  tax losses of
     approximately  $9,170,000,  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.

                        -----------------------
                        2000           $437,800
                        2001            697,800
                        2002          5,036,800
                        2003          1,271,200
                        2004            730,800
                        2005            536,000
                        2006            459,600
                        -----------------------
                                      9,170,000
                        -----------------------

11.  COMMITMENTS  AND  CONTINGENCIES

     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  expires on September 30, 1999
     unless renewed in writing by both the parties.

     In addition, the shareholder is also entitled to a success fee equal to 10%
     of the new investment  introduced into the Company. No such fee was charged
     during the year.


                                                                              9.
<PAGE>
DEALCHECK.COM  INC.
(FORMERLY  FOODQUEST  INTERNATIONAL  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(CANADIAN  DOLLARS)
MARCH  31,  1999  AND  1998
--------------------------------------------------------------------------------

12.  RELATED  PARTY  TRANSACTIONS

     A  consulting  fee  was  charged  by a  significant  shareholder  under  an
     agreement  dated April 1, 1997 (Note 11) of $227,972  (1998 - $168,000)  of
     which $177,972 related to fiscal 1999 and the remaining amount represents a
     prepayment  for  fiscal  2000,  accordingly  the  prepaid  amount  has been
     reflected as a current asset.

     During  the year,  the  Company  reimbursed  $36,144 in  expenses  and paid
     $36,390 in consulting fees to directors.

13.  COMPARATIVE  FIGURES

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


14.  YEAR  2000  ISSUE

     The Year 2000 Issue arises because many computerized systems use two digits
     rather than four to identify a year.  Date-sensitive  systems may recognize
     the  year  2000 as 1900  or some  other  date,  resulting  in  errors  when
     information  using  year 2000  dates is  processed.  In  addition,  similar
     problems  may arise in some  systems,  which use  certain  dates in 1999 to
     represent  something  other than a date. The effects of the Year 2000 Issue
     may be  experienced  before,  on, or after  January  1, 2000,  and,  if not
     addressed,  the impact on operations and financial reporting may range from
     minor errors to significant systems failure, which could affect an entity's
     ability to conduct  normal  business  operations.  It is not possible to be
     certain  that all  aspects of the Year 2000 Issue  affecting  the  company,
     including  those related to the efforts of customers,  suppliers,  or other
     third parties, will be fully resolved.

15.  STATEMENT  OF  CASH  FLOW

     S.1540 of the CICA Handbook  requires the statement of changes in financial
     position to be replaced  with the  statement  of cash flow for fiscal years
     beginning after August 1, 1998. The Company has adopted this requirement in
     fiscal 1999 and thus has  restated  the prior  year's  calculation  of cash
     flow.

     The application of this new requirement did not result in any change to the
     net cash flow of the Company in fiscal 1998.


16.  ACCOUNTING  PRONOUNCEMENTS

     i.   In April 1998,  the AICPA issued SOP 98-5,  "Reporting on the Costs of
          Start-Up  Activities."  SOP  98-5  requires  that all  start-up  costs
          related to new operations  must be expensed as incurred.  In addition,
          all start-up  costs that were  capitalized in the past must be written
          off  when  SOP  98-5 is  adopted.  The  Company  will be  required  to
          implement  SOP 98-5 for its fiscal  year  ended  March 31,  2000.  The
          Company  expects  that the  adoption of SOP 98-5 will have no material
          impact on its financial position, results of operations or cash flows.


                                                                             10.
<PAGE>
DEALCHECK.COM  INC.
(FORMERLY  FOODQUEST  INTERNATIONAL  INC.)
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(CANADIAN  DOLLARS)
MARCH  31,  1999  AND  1998
--------------------------------------------------------------------------------


16.  ACCOUNTING  PRONOUNCEMENTS  (Cont'd.)

     ii.  In March 1998, the American  Institute of Certified Public Accountants
          (AICPA) issued  Statement of Position (SOP) 98-1,  "Accounting for the
          Cost of Computer Software Developed or Obtained for Internal Use". SOP
          98-1  requires  that  entities  capitalize  certain  costs  related to
          internal-use software once certain criteria have been met. The Company
          will be required to implement SOP 98-1 for its fiscal year ended March
          31, 2000. The Company  expects that the adoption of SOP 98-1 will have
          no material impact on its financial position, results of operations or
          cash flows.

17.  POST  BALANCE  SHEET  EVENT

     The  Company,  on May 29,  2000,  sold its 8.75%  equity  interest in World
     Vacation  Club.com  (Note 4) to an  unaffiliated  purchaser  for the sum of
     $64,914.


                                                                             11.
<PAGE>
             DEALCHECK.COM INC.

             CONSOLIDATED FINANCIAL STATEMENTS

             FOR THE SIX MONTHS ENDED SEPTEMBER 30, 1999 AND 1998

             (UNAUDITED)


<PAGE>
DEALCHECK.COM  INC.
CONSOLIDATED  BALANCE  SHEET
(CANADIAN  DOLLARS)
SEPTEMBER  30,  1999  AND  1998
(UNAUDITED)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
                                                NOTE          1999          1998
-------------------------------------------------------------------------------------
ASSETS

CURRENT
<S>                                         <C>            <C>            <C>
  Cash                                                     $     20,153   $   27,748
  Amounts receivable and prepaid expenses                        52,991            -
-------------------------------------------------------------------------------------
                                                                 73,114       27,748

INVESTMENT                                          4            79,837            -

SHELLFN. COM WEB SITE                               5             9,435            -

CAPITAL ASSETS                                      6            50,626       48,651
-------------------------------------------------------------------------------------
                                                           $    213,042   $   76,399
-------------------------------------------------------------------------------------

LIABILITIES

CURRENT
  Accounts payable and accrued liabilities                 $     36,550   $   42,848
  Note payable                                      7            23,250            -
  Advance from shareholder, non-interest
    bearing                                                     220,514      194,524
-------------------------------------------------------------------------------------
                                                                280,314      237,372
-------------------------------------------------------------------------------------

SHAREHOLDERS' DEFICIENCY
CAPITAL STOCK                                       8        16,109,063   15,531,564
DEFICIT                                                     (16,176,335) (15,692,537)
-------------------------------------------------------------------------------------
                                                                (67,272)    (160,973)
-------------------------------------------------------------------------------------
                                                           $    213,042   $   76,399
-------------------------------------------------------------------------------------
</TABLE>

SEE  ACCOMPANYING  NOTES.


                                                                              2.
<PAGE>
DEALCHECK.COM  INC.
CONSOLIDATED  STATEMENT  OF  OPERATIONS  AND  DEFICIT
(CANADIAN  DOLLARS)
FOR  THE  SIX  MONTHS  ENDED  SEPTEMBER  30,  1999  AND  1998
(UNAUDITED)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
                                       NOTE               1999        1998
-------------------------------------------------------------------------------------
EXPENSES
<S>                                 <C>            <C>            <C>
  Travel, promotion and consulting                  $    134,799   $    146,599
  Professional fees                                       36,398         16,419
  Rent                                                    15,452         15,305
  Telephone, internet and courier                         14,444         24,244
  Transfer agents fees                                     3,122          1,072
  Shareholders information                                 6,176          3,265
  Amortization                                            10,370          7,191
  Office and general                                       7,926         19,641
                                                         228,688        222,486

NET LOSS FOR PERIOD                                     (228,688)      (222,486)

DEFICIT AT BEGINNING OF PERIOD                       (15,947,647)   (14,470,051)
-------------------------------------------------------------------------------------

DEFICIT AT END OF PERIOD                            $(16,176,335)  $(15,692,537)
-------------------------------------------------------------------------------------
NET LOSS PER SHARE                      9           $      (0.11)  $      (0.15)
-------------------------------------------------------------------------------------
</TABLE>

SEE  ACCOMPANYING  NOTES.


                                                                              3.
<PAGE>
DEALCHECK.COM  INC.
CONSOLIDATED  STATEMENT  OF  CASH  FLOWS
(CANADIAN  DOLLARS)
FOR  THE  SIX  MONTHS  ENDED  SEPTEMBER  30,  1999  AND  1998

<TABLE>
<CAPTION>
---------------------------------------------------------------------
                                                 1999        1998
---------------------------------------------------------------------
OPERATING ACTIVITIES
<S>                                           <C>         <C>
    Net loss                                  $(228,688)   $(222,486)
    Amortization                                 10,370        7,191
    Amounts receivable and prepaid expenses       9,621
    Accounts payable and accrued liabilities    (30,873)     (14,047)
---------------------------------------------------------------------
                                               (239,570)    (229,342)
---------------------------------------------------------------------
INVESTING ACTIVITIES
  Purchase of capital assets                     (2,620)
  Investment in World Vacation Club.com         (14,923)           -
---------------------------------------------------------------------
                                                (17,543)      (1,164)
---------------------------------------------------------------------
FINANCING ACTIVITIES
  Advances from shareholder                     212,898      251,391
---------------------------------------------------------------------
INCREASE (DECREASE) IN CASH DURING PERIOD       (44,215)      22,049
CASH AT BEGINNING OF PERIOD                      64,368        5,699
---------------------------------------------------------------------
CASH AT END OF PERIOD                         $  20,153   $   27,748
---------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURES
NON-CASH INVESTING AND FINANCING ACTIVITIES
  Conversion of debts to equity                           $  704,999
---------------------------------------------------------------------
</TABLE>

SEE  ACCOMPANYING  NOTES.


                                                                              4.
<PAGE>
DEALCHECK.COM  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(CANADIAN  DOLLARS)
SEPTEMBER  30,  1999  AND  1998
(UNAUDITED)
--------------------------------------------------------------------------------

1.   NATURE  OF  OPERATIONS

     Dealcheck.com Inc. ("the Company") is an internet marketing and development
     company,  developing  business strategies in wholly owned internet sites or
     concepts, or companies in which it has an investment interest.

     In  the  opinion  of  management,   the  accompanying  unaudited  financial
     statements  contain all  adjustments  (all of which were  normal  recurring
     adjustments)   necessary  to  present  fairly  the  consolidated  financial
     position of the Company at  September  30, 1999 and 1998 and the results of
     its  operations  and its cash  flows for the six  months  then  ended.  The
     results of operations  for the six months ended  September 30, 1999 are not
     necessarily indicative of the results to be expected for the full year.


2.   GOING  CONCERN

     The Company has experienced recurring net losses since inception and has an
     accumulated  deficit of about $16 million at September  30,  1999.  Travel,
     promotion and consulting  expenses,  professional fees, occupancy costs and
     other  general  expenses  will be  incurred  , which in the  absence of any
     income,  will produce  continuing net losses and an increase in accumulated
     deficit annually. These matters raise substantial doubt about the Company's
     ability to continue as a going concern.  The Company's  ability to continue
     operations  as a going  concern and to realize its assets and to  discharge
     its liabilities is dependent upon obtaining additional financing sufficient
     for continued  operations as well as the  achievement  and maintenance of a
     level of profitable operations.

     The Company has and is pursuing  aggressive costs cutting  programs.  Since
     fiscal 1997, office and general expenses declined by 35% in fiscal 1998 , a
     further  71% in fiscal  1999 and a further  16%  during  the six  months to
     September 30, 1999.

     During the fiscal 1999,  the management  agreed on a new business  strategy
     and in March 1999 made  investments  towards the  objective  of  generating
     operational  income in the future.  The management  was also  successful in
     securing equity financing to fund its operations and its investments in new
     projects.  During the first six months of fiscal  year  2000,  the  company
     received  additional  interest free funding of $212,000  under a consulting
     agreement  with a shareholder  (Note 11) towards its operating  costs.  The
     said  agreement  expired on September  30, 1999 and was renewed for another
     year. The Company has no other borrowing.

     Management  believes  that the actions  that are being taken and planned to
     revise the Company's operations provide for the opportunity for the Company
     to continue as a going concern.

     The accompanying financial statements have been prepared in conformity with
     generally accepted accounting principles,  which contemplates  continuation
     of the Company as a going concern.


<PAGE>
DEALCHECK.COM  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(CANADIAN  DOLLARS)
SEPTEMBER  30,  1999  AND  1998
(UNAUDITED)
--------------------------------------------------------------------------------

3.   SUMMARY  OF  SIGNFICANT  ACCOUNTING  POLICIES

     BASIS  OF  PRESENTATION

     These consolidated financial statements have been prepared by management in
     accordance with accounting  principles  generally accepted in Canada and do
     not differ  from  accounting  principles  generally  accepted in the United
     States (US GAAP) except for:

     Shellfn.com Web Site Costs

     Under the Canadian GAAP, development costs should be deferred and amortized
     over their  estimated  useful life if certain  criteria  are met.  The cost
     should be  expensed  if one of the  criteria  is not met or the  product or
     process is permanently abandoned

     Under the US GAAP, development costs are expensed.

     Accordingly,  under the US GAAP,  net loss for  period  would be  $238,123,
     total assets would be $203,607 and deficit would be $16,185,770

     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.

     INVESTMENT

     Investments  in which the Company does not exercise  significant  influence
     are  accounted  for by the cost method.  Income is  recognized  only to the
     extent of dividend received.

     Investments  with an other than temporary  impairment in carrying value are
     written down to their estimated  realizable 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


                                                                               5
<PAGE>
DEALCHECK.COM  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(CANADIAN  DOLLARS)
SEPTEMBER  30,  1999  AND  1998
(UNAUDITED)
--------------------------------------------------------------------------------

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

     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.

4.   INVESTMENT

     The following investment has been recognized at cost


     WORLD  VACATION  CLUB.COM  (WVC)

<TABLE>
<CAPTION>
                                                    Common          %   Cost
                                                    Shares  Ownership
<S>                                                 <C>       <C>     <C>
     At beginning of period                          350,000   8.75%  64,914
     Exercise of options for 100,000 common shares   100,000    2.5%  14,923
            at US$0.10 per share
     -----------------------------------------------------------------------
       At end of period                             $450,000  11.25%  79,837
     =======================================================================
</TABLE>

     WVC is a private  corporation and its securities are not traded on the open
     market.  Since the company held under 20% of nonmarketable  voting stock of
     WVC, the  investment is accounted for at cost. The management has concluded
     that there has been no permanent  impairment in the carrying  value of this
     investment

     The above investment was subsequently sold at cost - see Note 16.


                                                                              6
<PAGE>
DEALCHECK.COM  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(CANADIAN  DOLLARS)
SEPTEMBER  30,  1999  AND  1998
(UNAUDITED)
--------------------------------------------------------------------------------

5.   SHELLFN.COM  WEB  SITE

     The Company is  developing a web site from which it intends to earn fees by
     facilitating the trading of public shell  companies.  The costs relating to
     the development of the web site have been deferred and will be amortized on
     a  straight-line  basis over the estimated  useful 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.

6.   CAPITAL  ASSETS

     ===========================================================================
                                         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
     ===========================================================================


     ===========================================================================
                                          ACCUMULATED     NET
                                COST      AMORTIZATION    1998
     Office furniture        $    42,271  $12,360      $29,911
     Office equipment             31,296   10,895       20,401
     Leasehold improvements        7,900    2,370        5,530
     ---------------------------------------------------------------------------
                             $    81,467  $25,625      $55,842
     ===========================================================================

7.   NOTE  PAYABLE

     On March 3, 1999,  the Company  issued a promissory  note for $15,000 US to
     World Vacation  Club.com to satisfy the subscription  amount owed (see Note
     4). The note  principal  together with interest at 6% per annum was due and
     payable  July 31, 1999,  this period has now been  extended to December 31,
     1999.

     The Note is secured by 150,000  common  shares of World  Vacation  Club.com
     held by the  Company.


                                                                              7.
<PAGE>
DEALCHECK.COM  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(CANADIAN  DOLLARS)
SEPTEMBER  30,  1999  AND  1998
(UNAUDITED)
===============================================================================

8.   SHARE  CAPITAL

     AUTHORIZED
       Unlimited number of common shares

       ISSUED
       =========================================================================
                                1999                    1998
       -------------------------------------------------------------------------
                         COMMON                   Common
                         SHARES       AMOUNT      Shares     Amount
       -------------------------------------------------------------------------
  Beginning of period    2,832,615  $16,109,063  1,122,615  $14,826,564
  On conversion of debt                            940,000      705,000
--------------------------------------------------------------------------------
                         2,832,615  $16,109,063  2,062,615  $15,531,564
--------------------------------------------------------------------------------

     On October 29, 1998, a special  resolution was passed to amend the Articles
     of Incorporation to give effect to a 15:1 common share  consolidation.  The
     consolidation  took place on January 25, 1999.  Under  SAB.4(c) the reverse
     split is  required  to be  retroactively  applied  to 1998.  The  result of
     applying  the  reverse  split  retroactively  is that at March 31, 1998 the
     number of common shares is reduced by 15,716,616  leaving  1,122,615 issued
     and outstanding.

9.   LOSS  PER  SHARE

     Loss per  share is  calculated  on the  weighted  average  number of common
     shares  outstanding  during the period,  which was 2,832,616 shares for the
     six months ended March 31, 1999 (1998 - 1,,817,048).

10.  INCOME  TAXES

     Management  estimates  that the  Company  has carry  forward  tax losses of
     approximately  $9,170,000,  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.

              -----------------------
              2000      $     437,800
              2001            697,800
              2002          5,036,800
              2003          1,271,200
              2004            730,800
              2005            536,000
              2006            459,600
              -----------------------
                            9,170,000
              -----------------------


                                                                             8.
<PAGE>
DEALCHECK.COM  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(CANADIAN  DOLLARS)
SEPTEMBER  30,  1999  AND  1998
(UNAUDITED)
--------------------------------------------------------------------------------

11.  COMMITMENTS  AND  CONTINGENCIES

     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 has subsequently been renewed for another year

     In addition, the shareholder is also entitled to a success fee equal to 10%
     of the new investment  introduced into the Company. No such fee was charged
     during the period.


12.  RELATED  PARTY  TRANSACTIONS

     A  consulting  fee  was  charged  by a  significant  shareholder  under  an
     agreement dated April 1, 1997 (Note 11) of $88,764 (1998 - $88,986)

     During the period,  the  Company  reimbursed  $6,055 in  expenses  and paid
     $22,021 in consulting fees to directors.

13.  YEAR  2000  ISSUE

     The Year 2000 Issue arises because many computerized systems use two digits
     rather than four to identify a year.  Date-sensitive  systems may recognize
     the  year  2000 as 1900  or some  other  date,  resulting  in  errors  when
     information  using  year 2000  dates is  processed.  In  addition,  similar
     problems  may arise in some  systems,  which use  certain  dates in 1999 to
     represent  something  other than a date. The effects of the Year 2000 Issue
     may be  experienced  before,  on, or after  January  1, 2000,  and,  if not
     addressed,  the impact on operations and financial reporting may range from
     minor errors to significant systems failure, which could affect an entity's
     ability to conduct  normal  business  operations.  It is not possible to be
     certain  that all  aspects of the Year 2000 Issue  affecting  the  company,
     including  those related to the efforts of customers,  suppliers,  or other
     third parties, will be fully resolved.

14.  STATEMENT  OF  CASH  FLOW

     S.1540 of the CICA Handbook  requires the statement of changes in financial
     position to be replaced  with the  statement  of cash flow for fiscal years
     beginning after August 1, 1998. The Company has adopted this requirement in
     fiscal 1999 and thus has restated the prior  period's  calculation  of cash
     flow.


                                                                              9.
<PAGE>
DEALCHECK.COM  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
(CANADIAN  DOLLARS)
SEPTEMBER  30,  1999  AND  1998
(UNAUDITED)
--------------------------------------------------------------------------------

15.  ACCOUNTING  PRONOUNCEMENTS

     i.   In April 1998,  the AICPA issued SOP 98-5,  "Reporting on the Costs of
          Start-Up  Activities."  SOP  98-5  requires  that all  start-up  costs
          related to new operations  must be expensed as incurred.  In addition,
          all start-up  costs that were  capitalized in the past must be written
          off when SOP  98-5 is  adopted.  SOP  98-5  became  applicable  to the
          Company for its fiscal year ending March 31, 2000. The adoption of SOP
          98-5 had no  material  impact on its  financial  position,  results of
          operations or cash flows for the six months ended September 30, 1999.

     ii.  In March 1998, the American  Institute of Certified Public Accountants
          (AICPA) issued  Statement of Position (SOP) 98-1,  "Accounting for the
          Cost of Computer Software Developed or Obtained for Internal Use". SOP
          98-1  requires  that  entities  capitalize  certain  costs  related to
          internal-use  software  once certain  criteria have been met. SOP 98-1
          became  applicable to the Company for its fiscal year ending March 31,
          2000. The adoption of SOP 98-1 had no material impact on its financial
          position, results of operations or cash flows for the six months ended
          September 30, 1999.


16        POST BALANCE SHEET EVENT:

          The Company, on May 29, 2000, sold its 11.25% equity interest in World
          Vacation lub.com to an unaffiliated purchaser for the sum of $79,837


                                                                             10.
<PAGE>
                          FOODQUEST INTERNATIONAL CORP.

                        CONSOLIDATED FINANCIAL STATEMENTS

                             MARCH 31, 1998 AND 1997




--------------------------------------------------------------------------------
                                          THOMAS N. WRIGHT, CHARTERED ACCOUNTANT
--------------------------------------------------------------------------------


<PAGE>
                          FOODQUEST INTERNATIONAL CORP.

                        CONSOLIDATED FINANCIAL STATEMENTS

                             MARCH 31, 1998 AND 1997



INDEX                                                              PAGE

Auditor's Report                                                        1

Consolidated Balance sheet                                          2 - 3

Consolidated Statement of Operations and Deficit                        4

Schedules to the Consolidated Statement of Operations and Deficit       5

Consolidated Statement of Changes in Financial Position                 6

Notes to the Consolidated Financial Statements                     7 - 12


<PAGE>
--------------------------------------------------------------------------------
THOMAS  N.  WRIGHT,  CHARTERED  ACCOUNTANT
--------------------------------------------------------------------------------

2005 Sheppard Avenue East, Suite 503               Telephone:     (416) 496-1234
North York, Ontario, Canada M2J 5B4                      Fax:     (416) 496-0125


                                                                         Page  1


                                AUDITOR'S REPORT


To  the  Shareholders  of
FOODQUEST  INTERNATIONAL  CORP.

I  have audited the consolidated balance sheets of Foodquest International Corp.
as  at March 31, 1998 and 1997 and the consolidated statements of operations and
deficit  and  changes  in  financial  position  for the years then ended.  These
consolidated  financial  statements  are  the  responsibility  of  the company's
management.  My  responsibility  is  to  express  an  opinion on these financial
statements  based  on  my  audits.

I  conducted my audits in accordance with generally accepted auditing standards.
Those  standards  require  that I plan and perform an audit to obtain reasonable
assurance  whether  the  consolidated  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  my  opinion,  these consolidated financial statements present fairly, in all
material  respects,  the  financial position of the company as at March 31, 1998
and  1997  and  the  results  of its operations and the changes in its financial
position  for  the  years  then  ended  in accordance with accounting principles
generally  accepted  in  Canada.


                                   THOMAS  N.  WRIGHT

                                   SIGNED  BY  "THOMAS  N.  WRIGHT"


                                   CHARTERED  ACCOUNTANT

NORTH  YORK,  Canada
August  7,  1998



COMMENTS  BY  AUDITOR  FOR  U.S.  READERS
ON  CANADA-U.S.  REPORTING  DIFFERENCE

In  the  United States, reporting standards for auditors require the addition of
an  explanatory  paragraph  (following the opinion paragraph) when the financial
statements  are affected by conditions and events that cast substantial doubt on
the Company's ability to continue as a going concern, such as those described in
Note  1 to the financial statements.  My report to the shareholders dated August
7,  1998  is  expressed in accordance with Canadian reporting standards which do
not  permit  a  reference  to such events and conditions in the Auditors' Report
when  these  are  adequately  disclosed  in  the  financial  statements.


                                   THOMAS  N.  WRIGHT

                                   SIGNED  BY  "THOMAS  N.  WRIGHT"


                                   CHARTERED  ACCOUNTANT
NORTH  YORK,  Canada
August  7,  1998


<PAGE>
FOODQUEST  INTERNATIONAL  CORP.                                           Page 2
CONSOLIDATED  BALANCE  SHEET
AS  AT  MARCH  31
================================================================================
                                                                   1998     1997
                                                                    $        $
================================================================================
                                   ASSETS
CURRENT
   Cash                                                         5,699     25,025
   Prepaid expenses                                                 -     10,741
                                                            ----------  --------
                                                                5,699     35,766

INVESTMENT IN snack food manufacturing (Note 3)                     -     10,000

OFFICE  EQUIPMENT,  at  cost  less  accumulated
     amortization  of  $25,625  (1997  -  $9,325)              55,842     70,978

                                                               61,541    116,744
                                                            ==========  ========




APPROVED  ON  BEHALF  OF  THE  BOARD:

JOHN  ROBINSON,  Director
--------------

TERENCE  ROBINSON,  Director
-----------------


<PAGE>
FOODQUEST  INTERNATIONAL  CORP.                                          Page  3
CONSOLIDATED  BALANCE  SHEET
AS  AT  MARCH  31
================================================================================
                                                                1998     1997
                                                                  $       $
================================================================================
                                   LIABILITIES

CURRENT
     Accounts payable and accrued liabilities                56,895     131,312
     Advances from shareholders, officers and directors,
     non-interest  bearing  and  unsecured  (Note  10)      648,133     103,284
                                                          ----------  ----------
                                                            705,028     234,596
                                                          ----------  ----------

                            CAPITAL STOCK AND DEFICIT

     CAPITAL STOCK (Note 4)                              14,826,564  14,789,164

     (DEFICIT)                                          (15,470,051)(14,907,016)
                                                         -----------  ----------
                                                            (643,487)  (117,852)
                                                         -----------  ----------
                                                              61,541    116,744
                                                         ===========  ==========


<PAGE>
FOODQUEST  INTERNATIONAL  CORP.                                           Page 4
CONSOLIDATED  STATEMENT  OF  OPERATIONS  AND  DEFICIT
FOR  THE  YEARS  ENDED  MARCH  31
================================================================================
                                                           1998          1997
                                                             $             $
================================================================================
GENERAL  AND  ADMINISTRATIVE  EXPENSES
  (Schedule)                                              553,035       626,488
                                                      ------------  ------------

Loss on continuing operations                             553,035       626,488

DISCONTINUED  OPERATIONS
  Write down of investments in snack foods                 10,000       190,959
                                                      ------------  ------------
NET (LOSS) for the year                                  (563,035)     (817,447)

(Deficit), beginning of year                          (14,907,016)  (14,089,569)
                                                      ------------  ------------

(Deficit), end of year                                (15,470,051)  (14,907,016)
                                                      ============  ============


<PAGE>
FOODQUEST  INTERNATIONAL  CORP.                                           Page 5
SCHEDULE  TO  CONSOLIDATED  STATEMENT  OF  OPERATIONS  AND  DEFICIT
FOR  THE  YEARS  ENDED  MARCH  31
================================================================================
                                                               1998        1997
                                                                 $          $
================================================================================
GENERAL  AND  ADMINISTRATIVE  EXPENSES
  Travel, promotion and public relations                      311,955    301,461
  Professional fees                                            75,593     76,151
  Office and general                                           43,619     50,259
  Rent                                                         43,163     74,572
  Telephone, telex, courier                                    24,244     42,533
  Management fees and office staff                             21,544     50,162
  Transfer agent fees                                          10,757      7,314
  Shareholders information                                      5,860     16,286
  Amortization of office equipment                             16,300      7,750
                                                             ---------  --------
                                                              553,035    626,488
                                                             =========  ========


<PAGE>
FOODQUEST  INTERNATIONAL  CORP.                                          Page  6
CONSOLIDATED  STATEMENT  OF  CHANGES  IN  FINANCIAL  POSITION
FOR  THE  YEARS  ENDED  MARCH  31
================================================================================
                                                               1998        1997
                                                                 $          $
================================================================================
CASH  WAS  PROVIDED  BY  (USED  IN):
OPERATING  ACTIVITIES
Net (loss) for the year                                     (563,035)  (817,447)
  Charges  to  income  not  involving  cash:
    Amortization of goodwill and capital assets               16,300      7,750
    Write downs                                               10,000     96,593
(Increase) decrease in current assets                         10,741     (3,452)
Increase (decrease) in accounts payable                      (74,417)   (52,125)
                                                            ---------  ---------
Cash (used in) operations                                   (600,411)  (768,681)
                                                            =========  =========

FINANCING  ACTIVITIES
  Issuance of common shares                                   37,400    748,474
  Advances from shareholders and related parties             544,849    103,284
                                                            ---------  ---------
                                                             582,249    851,758
                                                            ---------  ---------
INVESTING  ACTIVITIES
  Purchase of capital assets                                  (1,164)   (64,551)
                                                            ---------  ---------
Increase (decrease) in cash                                  (19,326)    18,526

Cash, beginning of year                                       25,025      6,499
                                                            ---------  ---------
Cash, end of year                                              5,699     25,025
                                                            =========  =========


<PAGE>
FOODQUEST  INTERNATIONAL  CORP.                                          Page  7
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
MARCH  31,  1998
================================================================================

1.   ONGOING  OPERATIONS

     As shown in the accompanying  financial statements,  the company incurred a
     loss of  $563,035  and its current  liabilities  exceed  current  assets by
     $699,329.  These factors and the  company's  lack of a source of commercial
     income  create  uncertainty  about the  company's  ability to continue as a
     going  concern.  The  company's  ability to continue  operations as a going
     concern  and to realize  its assets and to  discharge  its  liabilities  is
     dependent  upon  obtaining  additional  financing  sufficient for continued
     operations  as well  as the  achievement  and  maintenance  of a  level  of
     profitable  operations.  These consolidated  financial statements have been
     prepared on the basis that the company  will receive  additional  financing
     and will be able to achieve and maintain  profitable  operations.  However,
     there is no assurance that these conditions will be achieved.

2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     The  accounting  policies of the company are in accordance  with  generally
     accepted accounting  principles in Canada and their basis of application is
     consistent  with  that of the  previous  year.  Outlined  below  are  those
     policies considered particularly significant.

     Long-term  Investments:
         Investments  in  companies and joint ventures in which the company has
         significant influence are accounted for by the equity method, by which
         the original cost of the shares is adjusted for the company's share of
         earnings or  losses  less  dividends  since  significant influence was
         acquired.  Portfolio  investments  are  carried at cost. All long-term
         investments  are  written  down to their estimated inherent worth when
         there  is evidence of a permanent decline below their carried value.

     Principles  of  Consolidation:
         The consolidated balance sheet includes the  accounts of the company's
         wholly  owned  subsidiary, Foodquest Inc.  All  material  intercompany
         transactions and balances have been eliminated.

     Capital  Assets  and  Amortization:
         Office equipment is recorded at cost.  Amortization is calculated over
         5 years on the straight-line method.

     Use  of  Estimates:
         The  preparation  of financial  statements in accordance 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 liabilities at the date of the
         financial statements and the reported amount of revenues  and  expenses
         during  the  reporting  period.  Actual results could differ from those
         reported.

                                                                   Continued...


<PAGE>
FOODQUEST  INTERNATIONAL  CORP.                                         Page  8
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
MARCH  31,  1998
================================================================================

3.   INVESTMENT  IN  SNACK  FOOD  MANUFACTURING

     The company has been unable to realize any  recovery on its  investment  in
     snack food manufacturing. Accordingly this investment has been written off.

     During the 1997 fiscal year,  the company ceased  financial  support to the
     joint venture which was developing a snack food manufacturing plant, due to
     significant  uncertainty  surrounding  the viability of the operation.  The
     investment was then written down to estimated salvage value.

4.   CAPITAL  STOCK

     The  share  structure  of  the  company  is  as  follows:

     (a)     Authorized
                 An  unlimited  number  of  common  shares

     (b)     Issued
                 16,839,231  Common  shares

     (c)     The changes in capital stock in the years ended March 31, 1998 and
             March  31,  1997  are  as  follows:

                                                       Shares           Amount
                                                       ------           ------
                                                          #               $
             Balance, March 31, 1996                  10,922,695     14,040,690
             Shares issued on exercise of options      2,065,000        253,000
             Shares issued on exercise of warrants     2,975,500        446,324
             Shares issued on debt cancellation          327,643         49,150
                                                      ----------  -------------

             Balance, March 31, 1997                  16,290,838     14,789,164

             Shares issued on debt cancellation          548,393         37,400
                                                      ----------  -------------

             Balance, March 31, 1998                  16,839,231     14,826,564
                                                     ===========  =============

                                                                   Continued...


<PAGE>
FOODQUEST  INTERNATIONAL  CORP.                                          Page  9
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
MARCH  31,  1998
================================================================================

4.   CAPITAL  STOCK  (Continued)

     (d)     Share  Purchase  Warrants
             As at March 31, 1998, there were no warrants  outstanding;
             (1997 - 132,836 at $0.25, expiring February 13, 1998)

     (e)     Share  Purchase  Options
             As at March 31, 1998, there were no share options outstanding;
             (1997 - 315,482 at $0.35, expiring February 13, 1998)

     (f)     Net  Loss  Per  Common  Share
                                                  1998              1997
                                           -----------------  ------------------
                                              $    Per Share  $        Per Share
                                           -----------------  ------------------
     (Loss) from continuing operations     (553,035)  (0.04)  (626,488)  (0.05)
     (Loss) from discontinued operations    (10,000)      -   (190,959)  (0.01)
                                          ---------  -------  ---------  ------
     (Loss) for the year                   (563,035)  (0.04)  (817,447)  (0.06)
                                          =========  =======  =========  ======

       Weighted average number of shares       16,670,630         11,684,116
                                               ==========         ==========

Per  share  amounts  are  calculated using the weighted average number of shares
outstanding.  The  existence of warrants and options (Notes 4(d) and (e)) issued
by  the  company  affect  the  calculation  of loss per share on a fully diluted
basis.  As the effect of this dilution is to reduce the reported loss per share,
the  fully diluted loss per share has not been presented.  Under U.S.GAAP, there
is  no  material difference in the weighted average number of common shares used
to  calculate  the  loss  per  share  amounts.

5.   COMMITMENTS

     (a)  The company  entered into a consulting  agreement  with a shareholder.
          The agreement terminates September 30, 1999, unless mutually agreed by
          the parties. Under the terms of the agreement, the contractor is to be
          paid $10,000  monthly in United  States  currency.  In  addition,  the
          contractor  is to be  paid a fee for the  successful  introduction  of
          investors or investment opportunities to the company.

     (b)  The company has a consulting  agreement with a corporation  controlled
          by a significant  shareholder  and director.  The agreement  commenced
          April 1, 1996 and has an indefinite term,  cancellable by either party
          on sixty days' notice.  Under the terms of the agreement,  the company
          pays $5,000 per month for public relations and administrative costs.

                                                                    Continued...


<PAGE>
FOODQUEST  INTERNATIONAL  CORP.                                         Page  10
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
MARCH  31,  1998
================================================================================

5.   COMMITMENTS (Continued)

     (c)  The company has consulting agreements with two corporations controlled
          by the company's officers and directors. These contracts are renewable
          annually  and call for  payments  of $6,000 per month  each.  Payments
          under  these  contracts  were waived by the  contractors  for the 1998
          fiscal year.

6.   RELATED  PARTY  TRANSACTIONS

     Related parties are directors, officers and significant shareholders of
     the company.

     (a)  Consulting fees of approximately $168,000 were paid to a company which
          held 8% of the company's shares at March 31, 1998. These payments were
          made under the agreement referenced in Note 5(b).

     (b)  Management fees of $13,000 were paid to the president.

     (c)  Occupancy  costs  and  marketing  fees  of  $12,500  were  paid  to  a
          corporation in which a shareholder has an interest. In addition,  that
          corporation  was reimbursed  $15,000 for travel costs.  These payments
          were made under the agreement referenced in Note 5(c).

     These transactions were in the normal course of operations and are measured
     at the exchange amount, which is the amount of consideration established
     and agreed to by the related parties.

7.   LOSS  CARRY-FORWARDS

     The company and its subsidiary have loss carry-forwards for income tax
     purposes in the approximate amount of $7,890,000, which expire as
     follows:

                          1999     $   200,000
                          2000         440,000
                          2001         450,000
                          2002       4,300,000
                          2003       1,200,000
                          2004         700,000
                          2005         600,000
                                    ----------
                                    $7,890,000
                                    ==========

                                                                Continued . . .


<PAGE>
FOODQUEST  INTERNATIONAL  CORP.                                         Page  11
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
MARCH  31,  1998
================================================================================

8.   CONTINGENCIES

     The company is  defending a number of lawsuits in the  aggregate  amount of
     approximately  $40,000,  of which $25,000 has been accrued in the accounts.
     Management  believes  that these  claims  will be settled  without  further
     significant cost to the company.

9.   FINANCIAL  INSTRUMENTS

     The  carrying  value of cash and cash  equivalents,  accounts  payable  and
     advances from related parties  reflected in the balance sheets  approximate
     their  respective  fair values due to the  short-term  maturities  of these
     financial instruments.

10.  DIFFERENCES  FROM  UNITED  STATES  ACCOUNTING  PRINCIPLES

     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 for:

     INCOME TAXES
     In  February  1992,  the  U.S.  Financial  Accounting  Standards  No.  109,
     Accounting  for Income Taxes ("SFAS 109').  SFAS 109 requires that deferred
     tax balances be based on current tax rates. In addition,  SFAS 109 requires
     that deferred tax assets be recorded when, in the opinion of management, it
     is more than  likely  (than not) that losses  will be  recovered  in future
     years through  profits.  Management is of the opinion that this corporation
     has no history of  profits  and,  therefore,  management  cannot  determine
     whether it is more likely than not that some portion or all of the deferred
     tax assets will be realized.

     SHARE PURCHASES OPTIONS
     The company  applies APB Opinion 25 in accounting  for common share options
     granted to officers. For the fiscal year ended March 31, 1997, the exercise
     price of all stock options was equal to or greater than the market price on
     the date of grant and the compensation cost under U.S.GAAP would be $Nil.

                                                                 Continued . . .


<PAGE>
FOODQUEST  INTERNATIONAL  CORP.                                         Page  12
NOTES  TO  THE  CONSOLIDATED  FINANCIAL  STATEMENTS
MARCH  31,  1998
================================================================================

10.  DIFFERENCES  FROM  UNITED  STATES  ACCOUNTING  PRINCIPLES  (Continued)

     STATEMENT OF CHANGES IN FINANCIAL POSITION
     The U.S. Financial  Accounting  Standards Board (FASB) issued its Statement
     of Financial  Accounting Standards No. 95 (SFAS No. 95) effective for years
     ending after July 15, 1988.  SFAS No. 95, which is entitled  "Statement  of
     Cash Flows", established standards for cash flow reporting with its primary
     purpose  being to  provide  information  about the cash  receipts  and cash
     payments  of an entity  during  the  period.  Canadian  Generally  Accepted
     Accounting  Principles  (GAAP)  dealing  with the  statement  of changes in
     financial  position is based on a broad  concept  embracing  all changes in
     financial position.

     As a  result  under  U.S.GAAP,  the  issuance  of  common  shares  for debt
     cancellation  would not be shown as a  financing  activity  and the related
     debt cancellation would not be shown as an operating activity.

     Under United States GAAP,  subtotals for operating and investing activities
     would be as follows:

                                                     1998        1997
                                                     ----        ----
                                                       $           $
       Cash  was  provided  by  used  in:
           Operating activities                    (563,011)   (719,531)
           Financing activities                     544,849     802,608

11.  SUBSEQUENT  EVENTS

     At March 31, 1998,  the company owed $505,000 to a particular  shareholder.
     Subsequent to the year end, the company issued  10,100,000 common shares in
     satisfaction of this debt.

     A  further  4,000,000  shares  were  issued  to  the  same  shareholder  in
     satisfaction of loans totalling  $200,000 received by the company after the
     year end.


<PAGE>