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

                                    FORM 20-F

(MARK ONE)

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

                                       OR

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

     FOR THE FISCAL YEAR ENDED MARCH 31, 2001

                                       OR

     TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF  THE  SECURITIES
     EXCHANGE ACT  OF  1934

          For  the  transition  period from ______________ to __________________

Commission  file  number:  0-30314

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

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

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

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

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

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

                                  Inapplicable
--------------------------------------------------------------------------------

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


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

                                  Inapplicable

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

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

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

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

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

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

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

                                                            Item 17:  Item 18 X
                                                                             ---


<PAGE>
                                TABLE OF CONTENTS


                                                                      PAGE NO.
                                                                      --------

Forward-looking Statements                                                  1

Foreign Private Issuer Status and Currencies and Exchange Rates             2


PART I
------

Item 1.   Identity of Directors, Senior Management and Advisors             3
Item 2.   Offer Statistics and Expected Timetable                           3
Item 3.   Key Information                                                   4
Item 4.   Information on the Company                                        8
Item 5.   Operating and Financial Review and Prospects                      12
Item 6.   Directors, Senior Management and Employees                        23
Item 7.   Major Shareholders and Related Party Transactions                 26
Item 8.   Financial Information                                             27
Item 9.   The Offer and Listing                                             28
Item 10.  Additional Information                                            30
Item 11.  Quantitative and Qualitative Disclosures About Market Risk        39
Item 12.  Description of Securities Other Than Equity Securities            39

PART II
-------

Item 13.  Defaults, Dividend Arrearages and Delinquencies                   40
Item 14.  Material Modifications to the Rights of Security Holders
          and Use of Proceeds                                               40
Item 15.  [Reserved]                                                        40
Item 16.  [Reserved]                                                        40

PART III
--------

Item 17.  Financial Statements                                              40
Item 18.  Financial Statements                                              40
Item 19.  Exhibits                                                          40

FORWARD  LOOKING  STATEMENTS

This  annual report includes "forward-looking statements." All statements, other
than statements of historical facts, included in this annual report that address


                                                                               1
<PAGE>
activities,  events  or developments, which we expect or anticipate, will or may
occur  in  the  future  are  forward-looking  statements.

The  words  "believe", "intend", "expect", "anticipate", "project",  "estimate",
"predict"  and similar expressions are also intended to identify forward-looking
statements.

These  forward-looking  statements  address,  among  others,  such  issues  as:

-  future  earnings  and  cash  flow, - future plans and capital expenditures, -
expansion  and  other  development  trends  of  the Internet and high technology
industry,

-  expansion  and  growth  of  our  business  and  operations,  and

-  our  prospective  operational  and  financial  information.

These  statements  are  based on assumptions and analyses made by us in light of
our  experience  and our perception of historical trends, current conditions and
expected  future  developments,  as  well  as  other  factors  we  believe  are
appropriate  in  particular  circumstances.  However, whether actual results and
developments  will  meet our expectations and predictions depends on a number of
risks  and  uncertainties, which could cause actual results to differ materially
from  our  expectations,  including  the  risks  set  forth  in  "Item  3-Key
Information-Risk  Factors"  and  the  following:

-   Fluctuations  in  prices  of  our  products  and  services,
-   Potential  acquisitions  and  other  business  opportunities,
-   General  economic,  market  and  business  conditions,  and
-   Other  risks  and  factors  beyond  our  control.

Consequently,  all  of the forward-looking statements made in this annual report
are  qualified  by  these  cautionary  statements. We cannot assure you that the
actual  results  or  developments anticipated by us will be realized or, even if
substantially  realized,  that  they  will have the expected effect on us or our
business  or  operations.

Unless  the  context  indicates  otherwise,  the  terms "Dealcheck.com Inc." the
"Company"  and  "Dealcheck"  are  used  interchangeably  in  this Annual Report.

FOREIGN  PRIVATE  ISSUER  STATUS  AND  CURRENCIES  AND  EXCHANGE  RATES
-----------------------------------------------------------------------

FOREIGN  PRIVATE  ISSUER  STATUS:


                                                                               2
<PAGE>
Dealcheck.com,  Inc.,  (the  "Company"),  is a Canadian corporation incorporated
under  the  laws  of the Province of Ontario. 89% of its common stock is held by
non-United  States  citizens  and  residents;  our  business  is  administered
principally  outside  the  United  States;  and  most  of our assets are located
outside the United States. As a result, we believe that we qualify as a "foreign
private  issuer"  for  continuing  to  report  regarding the registration of our
common  stock  using  this  Form  20-F  annual  report  format.

CURRENCY  AND  EXCHANGE  RATES

The  financial  information  presented  in  this  Annual  Report is expressed in
Canadian  dollars  ("CDN  $")  and  the  financial data in this Annual Report is
presented  in accordance with accounting principles generally accepted in Canada
("Can.  GAAP").  Such  financial  data  conforms  in  all material respects with
accounting  principles  generally  accepted  in  the United States ("U.S. GAAP")
except as disclosed in Note 17 of the Notes to Consolidated Financial Statements
contained  herein.

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

                                  2001       2000       1999
                                  ----       ----       ----

Rate at end of Period             .6336      .6879      .6626
Average Rate During Period        .6633      .6810      .6629
High Rate                         .6793      .6925      .7055
Low Rate                          .6336      .6636      .6351


                                     PART 1
                                     ------


ITEM  1  -  IDENTITY  OF  DIRECTORS,  SENIOR  MANAGEMENT  AND  ADVISORS
-----------------------------------------------------------------------

Not  applicable.

ITEM  2  -  OFFER  STATISTICS  AND  EXPECTED  TIMETABLE
-------------------------------------------------------


                                                                               3
<PAGE>
Not  applicable.

ITEM  3  -  KEY  INFORMATION
----------------------------

(A)  SELECTED  FINANCIAL  DATA

This  Report  includes  consolidated financial statements of the Company for the
years  ended  March  31,  2001,  2000  and  1999.These financial statements were
prepared  in accordance with accounting principles generally accepted in Canada.
Reference  is made to Financial Statement Notes for a discussion of the material
differences  between  Canadian  GAAP  and  U.S.  GAAP,  and  their effect on the
Company's  financial  statements.

The  following  is  a  selected  financial  data for the Company for each of the
fiscal years ended March 31, 1997,98, 99,2000 and 2001, on a consolidated basis.
The  data  is extracted from the audited financial statements of the Company for
each  of  the  said  years.

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


OPERATING  DATA  -  FISCAL  YEAR  ENDED  MARCH  31

                           2001        2000       1999       1998     1997

Sales/ Gross revenue    $  351,242  $   35,861  $ 12,837      NIL      NIL

Loss from Continuing    $1,717,204  $1,390,457  $477,596  $563,035  $626,488
          Operations

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

Loss per Share          $     0.40  $     0.52  $   0.35  $   0.51  $   0.75

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

                           2001         2000          1999         1998         1997
<S>                     <C>         <C>           <C>           <C>          <C>
Working Capital         $  526,296  $  1,483,128  $     28,690   ($649,329)   ($198,830)
    (Deficit)

Total Assets            $  908,644  $  2,542,932  $    259,706  $   61,541   $  116,744

Long Term Liabilities      NIL         NIL           NIL           NIL          NIL

Total Liabilities       $  149,123  $    220,312  $     98,290  $  705,028   $  234,596


                                                                               4
<PAGE>
Shareholders' Equity    $  759,521  $  2,322,620  $    161,416   ($643,487)  $  117,852
      (Deficit)

Number of Shares         4,619,316   4,117,616**   2,832,616xx   1,122,615    1,086,056
 Outstanding

<FN>
*    Recalculated on the basis of the 15:1 common share consolidation on October
     29,  1998  to  make  them  comparable  with  the  fiscal  1999.

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

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

(B)  CAPITALIZATION  AND  INDEBTEDNESS

Not  applicable

(C)  REASONS  FOR  THE  OFFER  AND  USE  OF  PROCEEDS

Not  applicable

(D)  RISK  FACTORS

UNFAVORABLE  MARKET  CONDITIONS

The  downward  turn  in  the  Technology  Sector over the last year has made the
climate  for  Internet  start-ups  unfavorable  and  reduced  their  liquidity.
Consequently,  the demand and market acceptance for Internet and high technology
products  is  subject to a high level of uncertainty and risk.  As a result, the
incubation  of  Internet  and  high  technology  oriented  businesses  creates a
substantial risk to the Company and may cause adverse impacts on the Company and
its  investee  entities.

SECURITIES  OF  INFORMATION

Concerns  regarding  security  of  transactions  and  transmitting  confidential
Information  over  the  Internet may have an adverse impact on the businesses of
the  entities  in  which  the  Company holds equity or non-equity interest.  The
management  believes  that  concern  regarding  the  security  of  confidential
information transmitted over the Internet prevents many potential customers from
engaging  in  online  transactions. If the Company or its investee entities that
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  network infrastructure, i.e. E-Mail server, of the Company and its investee
entities  is potentially vulnerable to physical or electronic break-ins, viruses
or  similar  problems. If a person circumvents the security measures imposed, he
or  she  could  misappropriate  proprietary information or cause interruption in
operations  of  the  Company.  Security  breaches  that  result  in  access  to
confidential  information  could damage the reputation of the company and expose
it  to a risk of loss or liability. The Company and its investee entities may be
required  to  make  significant  investments  and  efforts to protect against or
remedy  security  breaches.

RISKS  RELATED  TO  LEGAL  UNCERTAINTIES

Because  much  of the investee entities' potential success and value lies in the
ownership  and  use  of  intellectual  property, and the failure to protect this
intellectual  property  could  negatively  affect  the  Company and its investee
entities.  The  ability  to  compete effectively is dependent in large part upon
the  maintenance  and  protection  of intellectual property. We currently do not
have  patents  or  trademark  registrations  protecting  our  investee entities'
products  and  other  intellectual  property.  To  date, we have relied on trade
secret  and  copyright  law, as well as confidentiality procedures and licensing
arrangements,  to  establish  and  protect  the  rights  to  investee  entities'
technology. Typically, confidentiality or license agreements are entered in with
investee  entities' consultants, customers, strategic partners and vendors in an
effort  to  control  access  to and distribution of investee entities' software,
firmware,  documentation  and  other  proprietary  information.  Despite  these
precautions,  it  may  be possible for a third party to copy or otherwise obtain
and  use the proprietary technology without authorization. Policing unauthorized
use of our intellectual property is difficult. The steps we take may not prevent
misappropriation  of  our  investee  entities'  intellectual  property,  and the
agreements  entered  may not be enforceable. In addition, effective intellectual
property  protection may be unavailable or limited in some jurisdictions outside
Canada  and  the  United  States.  Litigation  may be necessary in the future to
enforce  or  protect  our  investee entities' intellectual property rights or to
determine  the  validity  and  scope  of  the proprietary rights of others. That
litigation  could  cause us to incur substantial costs and divert resources away
from  our  daily  business,  which in turn could materially adversely affect our
business.

Investee  entities  may  be  subject  to  damaging  and  disruptive intellectual
property  litigation.

TECHNOLOGY  OBSOLESCENCE


                                                                               6
<PAGE>
The  Company  and its investee entities plan to operate in markets characterized
by  rapid  technology change, frequent new product and service introductions and
evolving  industry standards. Significant technological changes could render the
existing  Web  site technology or other products and services of the Company and
its  investee  entities  obsolete.  The  e-commerce  market's growth and intense
competition  may  exacerbate  these  conditions.

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

GOVERNMENT  REGULATIONS

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

As  at  March 31, 2001, there were few laws or regulations directed specifically
at e-commerce. However, because of the Internet's popularity and increasing use,
new  laws  and  regulations may be adopted. These laws and regulations may cover
issues  such  as  the  collection  of and use of data from Web site visitors and
related  privacy  issues,  pricing,  content,  copyrights,  online  gambling,
distribution  and  the  quality  of  goods  and  services.  The enactment of any
additional  laws  or  regulations  may  impede  the  growth  of the Internet and
e-commerce,  which  could  decrease  the  potential revenue and place additional
financial  burdens  on  the  business  of the Company and its investee entities.

LAWS AND REGULATIONS DIRECTLY APPLICABLE TO E-COMMERCE OR INTERNET

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

DEPENDENCE  ON  KEY  INDIVIDUALS


                                                                               7
<PAGE>
Terence  E.  Robinson,  Chairman  of  the Board of Directors and Chief Executive
Officer of the Company, and Kam Shah, Director and Chief Financial Officer, have
been  primarily  responsible  for the development and expansion of the Company's
business,  and  the  loss of the services of either of or both those individuals
could  have  a material adverse effect on the Company. The Company currently has
five-year consulting agreements with each of Messrs. Robinson and Shah, expiring
on  April  1,  2005.

EXCHANGE  RATE  RISK

The  Company  records  its transactions and prepares its financial statements in
Canadian  dollars.  During the Company's 2001 fiscal year, a material percentage
of  the  Company's business was transacted in currencies other than the Canadian
dollar. Any change in the value of the United States dollar against the Canadian
dollar  will  affect  revenues  and earnings of the Company when translated into
Canadian  dollars.

SERVICE  OF  LEGAL  PROCESS  AND  ENFORCEMENT  OF  JUDGMENTS

It  may  be  difficult for investors to effect service of process and to enforce
judgments against the Company or those of its officers and Directors who are not
resident  in  or  citizens  of  the  United  States.  The  Company is an Ontario
corporation.  All  of its Directors and officers are residents of Canada and all
or  a  substantial  portion  of  the  assets  of  each  of  those  persons and a
substantial  portion of the assets of the Company are located outside the United
States.  Consequently, it may be difficult for United States investors to effect
service  within the United States upon the Company or upon Directors or officers
of  the  Company,  or  to  satisfy  judgments  of  courts  of  the United States
predicated  upon  civil liabilities under United States federal securities laws.

ABSENCE  OF  DIVIDENDS

The  Company  has not paid any cash dividends and does not anticipate paying any
dividends on its Common Stock in the foreseeable future. The Company anticipates
that  earnings,  if  any,  will  be  retained  to  finance  future  growth.

ITEM  4  -  INFORMATION  ON  THE  COMPANY
-----------------------------------------

(A)  HISTORY  AND  DEVELOPMENT  OF  THE  COMPANY

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

The  Company  went  through  seven  name  changes  and four major changes in its
business  activities. Details of these changes were provided in the Registration


                                                                               8
<PAGE>
Statement  F-20  dated  June 12, 2000. The significant changes, briefly, were as
follows:

     a.   The  Company was incorporated under the name "Kamlo Gold Mines Limited
          and remained an inactive shell from the date of incorporation to 1985.
     b.   Between  1986 and 1982, the Company was involved in the development of
          a  new  technology  for  the  marine  propulsion business. During this
          period,  the  Company  went  through  three  name  changes.
     c.   Between  1993  and  1996, the Company was involved in the distribution
          and  manufacture of a snack food. During this period, the Company went
          through  two  more  name  changes.

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

The  Company  had  no  sales since April 1, 1996 and incurred significant losses
since  inception. Accumulated deficit at March 31, 2001 was approx. $19 million.

The  Company's  operating  cash  requirement  during  the  fiscal  year 2001 was
primarily  funded  out  of the $3.3 million private placement done at the end of
fiscal  2000.

CAPITAL  EXPENDITURES

The  Company  spent  $17,850  on  capital  assets,  mainly comprising computers,
leasehold  improvements  and  furniture  during  the  year  ended March 31, 2001
compared  to  $9,896  in  fiscal  2000  and  $20,921  in  fiscal  1999.

(B)  BUSINESS  OVERVIEW

In  December  1999,  the  Company successfully initiated a private placement and
raised a net amount of $3.2 million from the sale of 885,000 Company units, each
unit  priced at $2.80 US and comprised of one Company common share and one share
purchase  warrant,

The  Company  invested  the funds raised in short term investments in marketable
securities  of new or emerging public companies, in non-marketable securities of
private  companies  and in convertible debenture of a private company. All these
companies  were primarily engaged in development of Internet related businesses.
Market  value  of these investments at March 31, 2000 was approx.  $1.2 million.

The  company  developed a new Internet business concept and began the design and
development  work  on this project, known as IRCheck.com.  The project comprised


                                                                               9
<PAGE>
development  of  a  comprehensive,  content-driven web site, which would provide
details  on  Investors  Relations  firms  for  the  small  to medium size public
companies  seeking  to  outsource  their  investor relation matters. The revenue
opportunities  would  include  subscription fees chargeable to the owners of the
contents  included  in  the portal (IRCheck.com - IR firms) and user fees to the
visitors  to  the  portal requiring customized information beyond the basic free
information.  Other  sources  of  revenue  would  include  sponsorship,  product
packaging and sale of proprietary database. The Company spent a total of $10,000
up  to  the  end  of  the  fiscal  year.

The  Company  also  spent about $155,000 on developing its own comprehensive web
site.  And  two other web site projects. However, at the year-end these projects
were not considered commercially viable and the costs incurred were written off.

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

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

OVERVIEW  OF  THE  FISCAL  YEAR  ENDED  MARCH  31,  2001

SHORT  TERM  INVESTMENTS

Funds  available  from  the  private  placement  were  invested  in  marketable
securities  of   high  technology companies, which were essentially in start up,
or  development  stage mode, given the much higher value appreciation the shares
of  these  companies  were  showing  at  that  time.  Investments  in marketable
securities  were  made through three major brokerage firms with whom the Company
opened  accounts  for  this purpose. These investments were intended to be for a
short  period  of  less  than six months, until identification of and investment
into  long-term  business  opportunities.

Unfortunately,  the period from January 2000 to date proved to be a disaster for
the  entire  high  tech  sector  and  particularly for the emerging and start up
companies,  which were forced to down size or close its operations due to severe
shortage of cash. The market values of their shares plunged significantly. While
the  company  managed  to  liquidate  some of its investments, it suffered heavy
losses  on  most  of  them.  The  net  realized  loss  for  the  fiscal 2001 was
approximately  $600,000.


                                                                              10
<PAGE>
BUSINESS  PROJECTS

The  IRCheck  project,  which began in fiscal 2000 was completed and launched in
March  2001.  The  IR  Check is wholly owned and funded by the Company. It is an
investor  relations  portal  providing  on  line database of investors relations
firms  in  North  America.  As  part of this project, the company licensed to an
affiliated  company,  its  database  of  brokerage firms and investors relations
firms for an annual fee plus a usage fee based on revenue earned from the use of
this  database.  Revenue  of  about  $152,000  was  earned  from such licensing.

Dataloom Inc., in which the Company invested $500,000US in fiscal 2000 for about
5%  equity went through restructuring in March 2001 resulting in transfer of its
assets  to a new company. The Company received 5% equity in the new company at a
nominal  additional  cost in return for supporting the restructure. Although the
management believes that the restructuring will provide better protection to its
investment value, a more conservative view was taken for accounting purposes and
the  investment  was  fully  written  off  at  the  year-end.

During  the  fiscal  2001,  the  company funded a new project through an Ontario
private  company  in  which  the Company has full equity ownership. The investee
company's  business strategy is to develop and market and/or license web enabled
wireless  and  portable  Internet  appliances using latest wireless connectivity
technologies  like  Bluetooth.  First  of its projects relates to a medical data
logging  device.  The  Company invested about $113,000 by March 31, 2001 towards
the  development  of  a  prototype  of  the  device.

The  Company  also  lent  about $200,000 to an affiliated company engaged in the
entertainment  industry.  These  advances  are convertible in the equity of that
company  at  the  option  of  the  Company.

Full  details  of these investments and related business activities are provided
under  "Operating  and  Financial Review and Prospects " section of this Report.

FULFILLMENT  SERVICES

During  the  year,  the  company  charged  $120,000 to an affiliated company for
lending  the  services  of its consultants. The management believes that similar
types  of  fulfillment services may be required on a regular basis and will form
part  of  one  of  the  regular  revenue  sources  for  the  Company.

(C)  ORGANIZATIONAL  STRUCTURE

The  Company  has  two  wholly  owned  subsidiaries.  Foodquest Inc. and 1388755
Ontario  Inc.  Foodquest  Inc.  has  been inactive since 1998 and is currently a
shell  with  no  assets  or  liabilities.  1388755  Ontario  Inc.  is engaged in


                                                                              11
<PAGE>
development  of  a  prototype  of a wireless and portable Internet appliance for
medical  data  logging  system.  The  Company  directly  carries  out  all other
investments  and  operations.

(D)  PROPERTY  PLANTS  AND  EQUIPMENT

The  administrative  head office of the Company is located in leased premises at
65  Queen  Street  West, Suite 1905, Toronto, Ontario, Canada. The current lease
will  expire  on  May  30,  2005.

Total  area  of  the premises is approximately 4,000 sq. ft., about 68% of these
premises  have  been  sub  leased  to  affiliated  entities.


ITEM  5  -  OPERATING  AND  FINANCIAL  REVIEW  AND  PROSPECTS
-------------------------------------------------------------

(A)  OPERATING  RESULTS

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

RESULTS  OF  OPERATIONS

Year  ended  March  31            2001           2000              1999
                              --------------in  000'  CDN$-------------

Income                             351             36                13
Expenses                         2,068          1,426               490
                              -----------------------------------------
Net  Loss  for  year             1,717          1,390               477

Deficit at end of year          19,055         17,338            15,948

OVERVIEW

During fiscal year 1999, the management developed a new business strategy, which
comprised investing in Internet oriented businesses and projects and fulfillment
services.

During  the  fiscal  year  2000,  the  Company  successfully completed a private
placement and raised about $3.3 million. The management also began reviewing and
investing  in  various  Internet  business  opportunities.

Fiscal  year 2001 saw a melt down of high technology sector forcing many new and
emerging  Internet  businesses  to  cut  down  and  restructure their businesses
significantly  or  even  close  them due to severe cash shortage.  The Company's
investments  were therefore adversely affected. The Company had to liquidate and


                                                                              12
<PAGE>
salvage  whatever  value  it could recover from its investments while continuing
its  business  strategy  in  a selective way. The Company survived the year with
higher deficit but with a cleaner assets portfolio and clearer business strategy
for  the  future.

Three  identifiable  business  segments  evolved  during  the  fiscal  2001.

INCUBATION - This segment related to investing mainly in start up companies with
Internet  and  high  technology  oriented  business  plans.

This  was  according  to  the  stated business strategy of the Company, which it
pursued,  in  the  fiscal 2000.  Unfortunately, the adverse business climate for
this  sector  during the year resulted in the Company sustaining heavy losses in
this  segment.

COMMERCIAL  WEB  SITES  AND  PROJECT  DEVELOPMENT:  This  segment related to the
Company's  investments  in  wholly  owned commercial web sites and projects. The
company  invested  in  two projects - IRCheck.com, which was completed and began
generating  revenue  during  the  fiscal 2001 and the Biochex project through an
Ontario  private company where the Company has full ownership equity. Both these
projects  are  further  detailed  later  in  this  report.

FULFILLMENT  SERVICES:  This  segment  provides  administration  and operational
services  to  investee companies and other entities where the company may choose
to  invest  in  future.

INCOME

Overall  revenue  of  the  Company increased significantly to $351,242 in fiscal
2001  compared  to  $35,861  in  fiscal  2000  and  $12,837  in  fiscal  1999.

Various  sources  of  income  are  discussed  below.

OPERATIONAL  SERVICES  INCOME

The  company  earned  $120,000  from providing consulting services to an Ontario
affiliate. These services comprised lending the services of two of its directors
during  the  fiscal  year  in  the finance and business development areas of the
affiliate.  The Company earned $10,000 in fiscal 2000 from similar services to a
non-affiliated  investee.

LICENSE  AND  USAGE  FEES

The  Company was able to license its database related to its commercial web site
-  IRCheck.com  to an affiliate under a licensing agreement. A total of $151,508


                                                                              13
<PAGE>
was  earned  from this source. No such income was received in the earlier fiscal
years.

The  licensing agreement was entered with an affiliate on arms length terms. The
income  consisted of an annual license fee of $75,000 plus a usage fee at 10% of
the  gross  revenue,  which  for  the  fiscal  2001  came  to  $76,508.

OTHER  INCOME

The  other  income  totaled  $79,734  in  the fiscal 2001 compared to $25,861 in
fiscal  2000  and  $12,837  in  fiscal  1999.

The  other income included Interest earned of $15,383 (2000: $20,524, 1999: nil)
on  funds with the brokerage firms and interest charged on advances and balances
receivable.

Other  item  in  other  income was an exchange gain of $49,269 (2000: $5,337 and
1999:  $12,837).  The exchange gain mainly resulted from conversion of US Dollar
items  into  Canadian Dollar. The exchange rate between these currencies changed
from  $1.4537  Canadian  to  one  US Dollar at the end of fiscal 2000 to $1.5784
Canadian  at  the  end  of  fiscal  2001

The  remaining of the other income of $15,082 related to a one-time facilitation
fee earned during the fiscal 2001. No such income was earned in the prior fiscal
years.

EXPENSES

The  overall  analysis  of  the  expenses  is  as  follows:

                                        2001         2000        1999

Operating expenses                   $  703,634   $  835,609   $490,433
Net loss on investment                1,364,812      590,709          -
------------------------------------------------------------------------

                                     $2,068,446   $1,426,318   $490,433
------------------------------------------------------------------------


OPERATING EXPENSES

TRAVEL, PROMOTION AND CONSULTING  -

Year ended March 31                     2001         2000       1999
------------------------------------------------------------------------

Travel, meals and entertainment      $   51,566   $  102,545   $ 17,310
Consulting                              170,252      315,376    306,027
Promotion                                   142       49,914          -


                                                                              14
<PAGE>
------------------------------------------------------------------------
                                     $  221,960   $  467,835   $323,337

========================================================================
% of operating expenses                      32%          56%        66%


During  the  fiscal  2001,  the  management  focused  more  on  liquidating  and
preserving the existing investments in the light of the adverse business climate
in  high  tech  industry  sector  and  handling  more own web site and technical
projects.  As  a  result,  traveling  and  related  costs  reduced considerably.

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

Consulting  costs  include  a  consulting  fee of $90,493 (2000: $176,550, 1999:
$177,972)  charged  by  a shareholder under a Consulting agreement. The services
provided  included  arranging  non-interest  bearing  working  capital  funds,
introduction  to  business  opportunities  and  public  relations. This contract
expired  on  September  30,  2000  and was not renewed. Other consulting fees of
$79,760  in  fiscal  2001  ($138,826 in fiscal 2000 and $128,055 in fiscal 1999)
related  to  fees  paid  for  general  IT,  management  and  corporate services.
Significant  decrease  reflected  the  management's  decision to consolidate its
activities  rather  than  expand  as  explained  earlier.

Promotion  costs in the fiscal 2000 comprised advertisements in magazines and on
the  Internet,  relating  to the Company's business strategy to attract business
opportunities.  No  additional promotional efforts were made in the fiscal 2001.

PROFESSIONAL  FEES

Professional fees in fiscal 2001 were $97,593 compared to $94,688 in fiscal 2000
and  $39,113  in  fiscal  1999.  The  fees  related to the professional services
availed  in  connection  with  accounting, audit and various compliance matters.

PROJECTS  DEVELOPMENT  COSTS

Total  costs  were  $15,121 in fiscal 2001 compared to  $155,370 in fiscal 2000.
There  were  no  such  costs  in the prior years. There were four projects under
development  in  fiscal  2000 compared to one in fiscal 2001, which accounts for
the  reduction  in  costs  in fiscal 2001. Further details of these projects are
given  in  the  Investment  section  under  "Liquidity and Capital Requirements"

SHAREHOLDERS  INFORMATION


                                                                              15
<PAGE>
Total  costs  during  the fiscal 2001 were $204,005 compared to $6,268 in fiscal
2000 and $11,350 in fiscal 1999. Fiscal 2001 costs include an investor relations
cost  of  $180,425,  which  alone accounted for the significant increase in this
year  compared  to  the  earlier  years.  Effective  April  1, 2000, an investor
relations  contract was signed with an affiliate at the fee of $10,000 US, which
is  in  line  with  the  fees  charged by the said firm to its other non related
clients.  The  management believed that an effective communication was essential
with  the  shareholders  and  other investing community in view of the Company's
listing  on  the  Over  The  Counter  Bulletin  Board  of NASDAQ and significant
increase  in its business activities and therefore have decided to contract this
work  to  a  professional  firm.

Other  costs  related to the costs of press releases, annual and special meeting
of  the  shareholders  and  fees  for  various statutory filings with regulatory
bodies  in  Canada  and  the  USA.

OTHER  OPERATING  COSTS

These  costs  include  rent, telephone, Internet, transfer agents fees and other
general  and  administration  costs.  Other  operating costs in fiscal 2001 were
$164,955  compared  to  $111,448  in  fiscal  2000  and $116,597 in fiscal 1999.

NET  LOSS  ON  INVESTMENTS

The  net  loss  in fiscal 2001 was $1,364,812 compared to $590,709 in the fiscal
years  2000  and  $  nil  in  fiscal  year  1999.

The  net  loss  is  made  up  of  three  components  -

HOLDING  GAIN OR LOSS related to short term investments in marketable securities
of  new  and developing companies and resulted from adjusting the costs of these
investments  to  their  quoted  market  values at the year end as per the stated
accounting policy. At March 31, 2001, there was no such significant loss or gain
since  most  of  the  short-term  investments were disposed of during the fiscal
year.  The  holding  loss  at  March 31, 2000 was $612,794, which related to the
securities  that  were  disposed  off  during  the  fiscal  2001.

PROVISION  FOR  NON-TEMPORARY  IMPAIRMENT  related  to the reduction made in the
carrying  value  of  a  long-term  investment  at  the  year-end  based  on  the
management's  conservative evaluation of the factors leading to a decline in the
value  of a permanent nature as per the stated accounting policy.  Investment in
Dataloom  Inc.  of  US$500,000  was  written down to nil value at March 31, 2001
resulting in a provision of $789,200 for non-temporary impairment. The amount of
such  provision  in  the fiscal 2000 was $72,470, which related to investment in
Ouryearbook.com  Inc.


                                                                              16
<PAGE>
REALIZED GAINS AND LOSSES RELATED to the difference between the net proceeds and
carrying value of investments as per the stated accounting policy. At the end of
fiscal  2000,  the company invested funds from the private placement proceeds in
various  marketable  securities  in new and start up companies in the technology
sector. However, significantly adverse market conditions in this industry sector
forced the management to begin disposing these securities as quickly as possible
in  the  light  of  the  fast  declining  market values of these securities. The
company's  investments,  as  a  result,  realized  a net loss of $575,612 in the
fiscal  2001  compared  to  a  net  gain  of  $94,555  in  fiscal  2000.

Further  details  on the major investments are given under Investment section of
"Liquidity  and  Capital  Requirement  "  below.

(B)  LIQUIDITY  AND  CAPITAL  RESOURCES

CASH  AND  WORKING  CAPITAL

Cash  on  hand  at  March 31, 2001 was $40,737 compared to $425,968 at March 31,
2000.  Similarly, net working capital at March 31, 2001 was approx. $0.5 million
compared  to  approx.  $1.5  million  at  March  31,  2000.

During  the  fiscal  2001,  the  company  was able to recover the full amount of
$489,173  of  the  subscription  advance given in fiscal 2000, which the company
decided not to proceed with at the end of fiscal 2000.  No further advances were
received  from  shareholder.  Further  capital  of  $32,105  was raised from the
exercise  of  the  warrants  by  two  of the private placees during the year. An
advance  of $122,000 provided by a shareholder in the earlier year was converted
to  equity  in  the  fiscal  2001.

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

Trade  payables  and accruals at March 31, 2001 were $64,804 compared to $40,549
at  March  31,  2000.

The net cash spent on operations during the fiscal 2001 was $546,873 compared to
$678,197  in  fiscal  2000 and $511,295 in fiscal 1999.  A marginal decrease was
due  to  reduction  in  travel,  entertainment and consulting costs as explained
earlier.

The  management  estimates  that  its  working capital requirements to remain at
around  $500,000  for  the  next twelve months, which it hopes to cover from the
funds  expected  from  the operational services fee, IRCheck data base licensing
and  usage  fee  and  IRCheck  web  site  products  and  services  sales.


                                                                              17
<PAGE>
NEW EQUITY CAPITAL

PRIVATE PLACEMENT

During  the  fiscal 2001, the directors extended the expiry date of the warrants
attached to the Units sold under a private placement in the fiscal 2000 to March
12,  2001 and also revised the exercise price to US$0.20 per warrant. Two of the
private  placees exercised their warrants and acquired 101,200 common shares for
US$20,240.  The  changes  to the terms of the warrants were within the authority
granted to the directors by the shareholders in their annual and special meeting
on  November  13,  2000.  The directors thought this to be a prudent decision as
the  company  is  in  need  of  working  capital.

Some  of  the  other  private  placees had indicated their intention to exercise
their  warrants  after  they had been apprised of the financial condition of the
company  based  on  the  audited  financial  statements.  As such, the directors
decided to grant a further extension of the warrants after the audited financial
statements  are  sent  to  the  shareholders.

DEBT  CONVERSION  INTO  EQUITY

During  the  fiscal  2001, the company converted debt of $122,000 into equity by
issuance  of  400,000  at  US$0.20, which price approximated the then prevailing
market  price.  Such  conversions  were  within  the  approval  given  by  the
shareholders  in  their  annual  and  special  meeting  of  November  13,  2000.

INVESTMENTS

SHORT  TERM  INVESTMENTS  AND  SUBSCRIPTION  ADVANCE

The  relative  holdings  for  the  two  years  at  market  value are as follows:

                                        2001       2000

Various trading securities             $38,068  $  371,917
Idea Lab.com - subscription advance          -     489,173
World Vacation Club.com Inc.                 -     288,616
Developersnetwork.com Inc. -debenture        -      36,741
----------------------------------------------------------
                                       $38,068  $1,186,447
----------------------------------------------------------

These  investments were intended only for a short period of less than six months
until  the  management  could identify investment opportunities according to the
stated  business  strategy  of  the  Company.


                                                                              18
<PAGE>
As  explained  earlier,  worsening  market conditions for the technology section
since  March  2000 forced to management to begin disposal of these securities as
soon  as possible to minimize the losses.  These losses were estimated at around
$612,000  at  March  31,  2000, and were fully provided as holding losses in the
fiscal  2000.

TRADING  SECURITIES

At March 31, 2001, The Company's major investment in this portfolio consisted of
80,000  common  shares of Mecaserto Inc. bought at a cost of about $165,000US in
fiscal  2000.  This  investment  was  valued  at  the  market  value  of $31,568
($20,000US)  and the balance was fully provided for as holding losses - $229,514
($145,000US).  Given  the  value  involved,  the  management  visited  Mecaserto
operations  in  France during the fiscal 2001 and reviewed their latest business
plans  and  financial  details. Based on these reviews, the management is of the
opinion  that  the  market  value of this investment is likely to improve in the
near  future  once Mecaserto is able to move from Pink sheet listing to OTCBB of
NASDAQ.

IDEALAB.COM

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

WORLD  VACATION  CLUB.COM

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

However,  in  May  2000,  the Company received a legal opinion that the proposed
business  activity  of  WVC  could  amount to trading in securities and that WVC
might  have  to first comply with various securities and real estate regulations
in  the  US  before  it  could pursue its business plan. This might considerably
delay  WVC  plans  to go public or launch its proposed activities and also might


                                                                              19
<PAGE>
entail  much  more  financing  than  originally  envisaged.  As  a  result,  the
management  decided to dispose of this investment. Investments with the carrying
value  of  $79,837 were sold at cost to an arms-length purchaser in May 2000 and
the  management was actively seeking purchasers of its remaining equity interest
in  WVC. Unfortunately, WVC was unable to initiate any further interest from the
prospective  investors and remained an inactive shell without any cash. Although
the management of WVC   still continues to look for alternative ways to keep the
company  and  their  business  plan  alive, the Company decided not to hold this
investment  at  the  year end owing to the regulatory issues as explained above.
The  Company  therefore sold on March 22, 2001, the balance of the investment in
WVC  to  a  non-related third party for a nominal price of $10 and wrote off the
balance  $228,463  subject  to  a condition that would survive the sale for five
years from the date of the sale, that should the purchaser realize more than $10
from  the disposal of these shares during this period, 80% of the proceeds would
be  payable  to  the  Company.

DEVELOPERSNETWORK.COM  INC.

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

DN  however,  canceled  the  arrangement  subsequently  and repaid the Company's
investment in full with interest. In addition, the Company received an option to
purchase  50,000  common  shares  of  DN  at $1 per share exercisable within two
years.

PRODUCT  DEVELOPMENT

The following is a summary of product development costs incurred by project:

                                                                2001     2000

IRCheck.com                                                   $ 21.370  $10,000
Biochecx.com                                                  $113,151        -
--------------------------------------------------------------------------------
                                                              $134,521  $10,000
================================================================================


IRCHECK.COM

The  concept  was  internally  developed  during  the  fiscal  2000 and involves
developing  a  web  site  which  provides a comprehensive data base of investors
relation  firms  to  facilitate  an informed decision for the prospective public
companies  desiring  to outsource its investors relation and media relation work
to  an  independent  firm.  The  Company  spent $10,000 up to March 31, 2000, in
getting  the web site design completed by an independent design firm.  A further


                                                                              20
<PAGE>
sum  of  $15,010 was incurred in the fiscal 2001 in development work and the Web
site  was eventually completed and launched on March 5, 2001, as www.ircheck.com
                                                                 ---------------

As  part  of  this project, the company is compiling a comprehensive database of
Investors  relations firms and brokerage firms in North America. The company has
licensed  the  use  of  this  database  to  an  affiliated  Ontario company on a
non-exclusive  basis for an up front fee plus a percentage of the gross revenue.
Total  income  earned  from  this  source  during  the fiscal 2001 was $151,508.

The company will now focus on marketing the web site to Investor Relations Firms
in  an  attempt to increase hits and traffic to the Site during the fiscal 2002.

BIOCHEX.COM

During  the  fiscal  2001, the Company acquired full equity ownership of 1388755
Ontario  Inc.,  which  is  an  Ontario  incorporated  private  company.

1388755  Ontario  Inc.'s  objective  is  to innovate and develop cost-effective,
secure  and  portable  Internet appliances, with wireless connection to the Web,
using the latest technologies for wireless connectivity such as Bluetooth (short
range,  low  power  radio  technology),  802.11HR  and  Wi-Fi.

1388755  Ontario's  first  project,  named  "Biochex",  is the development of an
Internet  enabled  medical  data  logging  device,  that  is  both  wireless and
portable.  Mr.  Jose  Laraya,  an  electronic  engineering  graduate  of  Tokyo
University,  who  has  developed  other  innovative  technologies,  leads  the
development  work.  Mr. Laraya developed the world's first APL computer using an
8-bit  microprocessor,  the  first  IBM compatible LCD laptop computer employing
voice  recognition,  encryption  systems  based on digital speed compressors and
many  others.

1388755  Ontario  Inc.  continues  to  work  on  the  development of Biochex and
anticipates  a  fully  functional  and  secured  web  site  by  October  2001.

LONG  TERM  INVESTMENTS

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


                                                                              21
<PAGE>
                                        2001      2000

Hotlamp Interactive Technologies Inc.  $55,802  $ 55,802
Dataloom Inc.                                -   726,885
--------------------------------------------------------
XLoom Inc.                               2,488
--------------------------------------------------------
                                       $58,290  $782,687

HOTLAMP  INTERACTIVE  TECHNOLOGIES  INC.

Hotlamp  is  a  Nevada based private company engaged in software development and
multimedia  products.  The  Company's  equity  investment is less than 1% of the
Hotlamp's  equity.

DATALOOM INC. / XLOOM INC.

Dataloom  Inc.,  a Seattle, Washington based private company, in which Dealcheck
invested  $500,000US  representing  about  5%  of  the  equity  of that company,
restructured  its operations on March 31, 2001, by transferring its intellectual
properties  and  certain  assets  to  a  newly  formed Seattle, Washington based
private  company, XLoom Holdings Inc.(XLoom).  Dealcheck now owns 165,921 common
shares of XLoom representing approximately 5% of the issued shares of XLoom. The
current shares structure of XLoom replaces about 24.8 million shares of Dataloom
Inc.  with  3.3  million  shares  of  XLoom.

Dataloom Inc., a software development company, ran into financial difficulty and
was  unable  to  raise  sufficient  funds  to  continue  its  operations.

XLoom has a new CEO, Mr. Gordon Harter who brings over 20 years of experience in
operations management with global expansion in high technology sector.  XLoom is
engaged in development and marketing of the xLoom Application Framework software
(xFrame). XFrame rapidly extends existing business applications, allowing secure
wired,  wireless  and  even  voice-enabled  access  to critical enterprise data.
Integrated  with  Microsoft's  .NET  Framework,  xFrame will allow businesses to
rapidly  and securely extend applications to include currently popular wired and
wireless  devices.  Since  April  1,  2001,  Xloom  generated over $230,000US in
billings  to date to a major Japanese customer, Janet (Japan Network Systems Co.
Ltd.)  on  the  Nikkei  Desktop  Project.

The management of the Company supported the restructuring since it believed that
the  new  company  was better structured with less liabilities and burn rate and
more  focused  product  development and marketing strategy. It is more likely to
attract  further  investment  and  be commercially successful than Dataloom Inc.

However,  since the restructuring resulted in Dataloom Inc. becoming an inactive
shell  company,  the  management,  following  a  conservative accounting policy,
decided  to  write off its investment in Dataloom Inc. in full at the end of the
fiscal  2001.


                                                                              22
<PAGE>
(C)  RESEARCH  AND  DEVELOPMENT,  PATENTS  AND  LICENSES  ETC.

Not  applicable

(D)  TREND  INFORMATION

The management focus during the fiscal 2002 will be on marketing its IRCheck.com
web  site  and  completing  the "Biochex" prototype and then exploring strategic
partners  and  investors  for initiating commercial application of the "Biochex"
products.

The  Company  is  also  seeking  acquisition and merger possibilities as well as
other  new  potential  financial  partners.



ITEM  6  -  DIRECTORS,  SENIOR  MANAGEMENT  AND  EMPLOYEES
----------------------------------------------------------

(A)  DIRECTORS  AND  SENIOR  MANAGEMENT

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        41         October 1, 1991
Chairman and
Chief Executive Officer

Kam Shah                       49         January 3, 1999
Director and
Chief Financial Officer

Dean Bradley                   68         November 13, 2000
Director
------------------------------------------------------------

TERENCE  ROBINSON  is  Chairman  of the Board and Chief Executive Officer of the
Company.  Mr.  Robinson is responsible for the shareholders relations, arranging


                                                                              23
<PAGE>
the required financing, reviewing investment opportunities and overall operating
strategies  for  the  Company.  He  has  over 18 years of experience as merchant
banker  and  venture  capitalist  and  has  successfully secured financing for a
number  of  start-up  and  small  cap  companies.

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

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

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.

DEAN  BRADLEY  is  a  non-executive  director  based  in Seattle, Washington. He
assists the Company from time to time in introducing new businesses and liaising
with businesses in the USA in which the Company has equity interest. Mr. Bradley
had  been CEO of many corporations including real estate, mining, manufacturing,
and  import/export  and  financial  services  corporations.  Currently he is the
President  and  CEO  and  a  director of PhotoWorld Inc., a Seattle, Washington,
based  private  corporation  engaged  in providing in-store digital photographic
services.

JOHN  ROBINSON  was  the  director  and president of the Company. He resigned in
December  2000  owing  to  his  commitments  with  other  companies.

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

MANAGEMENT  TEAM

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

Mr.  Terence  Robinson  -  see  above  for  his  background.

Mr.  Kam  Shah  -  see  above  for  his  background.

Both,  Mr.  Robinson and Mr. Shah signed consulting agreements on April 1, 2000,
for  a  term  of  five  years.  Copies  of  these agreements are included in the


                                                                              24
<PAGE>
Exhibits.  These contracts were ratified by the shareholders in their annual and
special  meeting  on  November  13,  2000.


(B)  COMPENSATION

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

1.     GENERAL

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

The Company does not have any pension plans.

2.     DIRECTORS  AND  OFFICERS  OF  THE  COMPANY

During  the  fiscal  year  ended March 31, 2001, the aggregate cash remuneration
paid or payable by the Company and its subsidiary to its directors and executive
officers  for  services rendered was $150,400 and total expenses reimbursed were
$55,959.

(C)  BOARD  PRACTICES

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.

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

AUDIT  COMMITTEE

The members of the audit committee consist of Terence Robinson and Kam Shah. The
audit  committee  is  charged  with  overseeing  the  Company's  accounting  and
financial  reporting  policies,  practices  and internal controls. The committee
reviews  significant  financial and accounting issues and the services performed


                                                                              25
<PAGE>
by  and the reports of our independent auditors and makes recommendations to our
Board  of  Directors  with  respect  to  these  and  related  matters.

(D)  EMPLOYEES

The  Company  presently  has  no  permanent  employees.  It uses the services of
consultants  from  time  to  time.

(E)  SHARE  OWNERSHIP

In  the  Annual  General  Meeting  held  on  November 13, 2000, the shareholders
empowered the directors to increase the limit on maximum number of stock options
that  might  be issued from time to time to employees, officers, consultants and
directors of the Corporation under the 1999 Stock Option Plan from 10% to 25% of
the  issued and outstanding common shares of the Corporation at the time of such
issue.

No  options  have  been  granted  under  this  Plan.


ITEM  7  -  MAJOR  SHAREHOLDERS  AND  RELATED  PARTY  TRANSACTIONS
------------------------------------------------------------------

(A)  MAJOR  SHAREHOLDERS

The  Company's  securities  are  recorded  on the books of its transfer agent in
registered  form.  The  majority  of such shares are, however, registered in the
name of intermediaries such as brokerage houses and clearing-houses on behalf of
their  respective clients. The Company does not have knowledge of the beneficial
owners  thereof.

To the best of its knowledge the Company is not directly nor indirectly owned or
controlled  by  another  corporation(s)  or  by  a  foreign  government.

The  following  table  sets  forth  information on all stockholders known to the
Company to be beneficial owners of more than 5% of the outstanding Common Stock,
as  of  May  31, 2001, provided by the Company's transfer agents, the depository
trust company and brokers. Except as may be otherwise indicated in the footnotes
to the table, each person has sole voting power and sole dispositive power as to
all  of  the  shares  shown  as  beneficially  owned  by  them.

          Name  of                 Common  Stock       Percent
     Beneficial  Owner          Beneficially  Owned     Owned

Frank  Calandra  in  Trust          300,000                 6%
Adolph  Weinacker                   300,000                 6%


                                                                              26
<PAGE>
There  are  no  voting  agreements  or  similar  arrangements (formal, informal,
written,  or  oral)  known  to  management  to  exist.

Holders of Common stock are entitled to one vote per share.

At  May  31, 2001, the Company had 4,619,316 shares of common stock outstanding,
which  as  per  the  details provided by the Transfer Agents, were held by 1,042
record  holders,  506 of which, holding an aggregate of 501,514 shares of common
stock,  were  in  the  United  States.


(B)  RELATED  PARTY  TRANSACTIONS

Transactions  with related parties are incurred in the normal course of business
and  are measured at the exchange amount, which is the consideration established
and  agreed  to by the respective parties.  Related party transactions have been
listed  below:

-    Licence  and  usage  fee  income  of  $151,508 (2000 - Nil; 1999 - Nil) and
     consulting service fee income of $120,000 (2000 - $10,000; 1999 - Nil) were
     earned  from  a  corporation,  which  has  common  management

-    Included  in shareholders information expense is $180,425 (2000 - Nil; 1999
     -  Nil)  to  a  corporation,  which  has  common  management

-    Rent  and  telephone  expense  are  net  of  recoveries of $110,587 (2000 -
     $43,106;  1999  - Nil) from corporations, which share common management and
     directors.

-    Interest earned from related corporations amounts to $8,458 (2000 - $1,669;
     1999  -  Nil).

-    Consulting  fees  include  amounts  to a shareholder corporation of $90,482
     (2000  -  $176,550;  1999  -  $177,972).


(C)  INTERESTS  OF  EXPERTS  AND  COUNSEL

Not  applicable


ITEM  8  -  FINANCIAL  INFORMATION
----------------------------------

(A)  CONSOLIDATED  STATEMENTS  AND  OTHER  FINANCIAL  INFORMATION


                                                                              27
<PAGE>
Information  regarding  our  financial statements is contained under the caption
"Item  18.  Financial  Statements"  below.

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.

DIVIDEND  POLICY

The  Company  has  not  paid  any  dividends  on  its Common Shares and does not
currently  intend  to  declare  and  pay  dividends  on  its Common Stock in the
foreseeable  future.

(B)  SIGNIFICANT  CHANGES

There  have  been  no  significant  changes  since  the  date  of  the financial
statements  included  in  this  annual  report.


ITEM  9  -  THE  OFFER  AND  LISTING
------------------------------------

(A)  OFFER  AND  LISTING  DETAILS

The  following table sets forth the reported high and low sale prices and volume
traded  for  the  common  shares as quoted on OTCBB or Pink Sheet on a quarterly
basis  since  April  1,  1999


-------------------------------------------------------
PERIOD (M/D/Y)          HIGH         LOW     VOLUME FOR
                          (IN US DOLLAR)      QUARTER
-------------------------------------------------------

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

4/1/00 - 6/30/00         1.80        .875     925,000
7/1/00 - 9/30/00         1.70        .625     983,000
10/1/00 - 12/31/00       1.06         .21   1,945,000
1/1/01 - 3/31/01          .40         .13   1,630,000


                                                                              28
<PAGE>
     -    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,  1999

--------------------------------------------------------------------------------
  PERIOD (M/D/Y)     HIGH            LOW             VOLUME FOR

                     (IN CANADIAN DOLLAR)

================================================================================
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.

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

As  of  May 31, 2001, the Company's share register indicated that 501,514 of the
issued  and  outstanding  common  shares  were  held  by  506  shareholders with
addresses in the United States, representing approximately 11% of the issued and
outstanding  common  shares  of  the  Company.

(B)  PLAN  OF  DISTRIBUTION

Not  applicable

(C)  MARKETS

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

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

On  May 26, 2000, the Company shares were de-listed from OTCBB and began trading
on  the  "Pink  Sheet"  pending clearance of the Registration Statement, F-20 by


                                                                              29
<PAGE>
Securities  and  Exchange Commission (SEC). The Company filed F-20 originally in
December  1999  and  then  filed  several amendments in response to the comments
received  from SEC to its submissions. The SEC clearance was finally received on
June  16, 2000 and the common shares of the Company began trading again on OTCBB
effective  August  2,  2000.

(D)  SELLING  SHAREHOLDERS

Not  applicable

(E)  DILUTION

Not  applicable

(F)  EXPENSES  OF  THE  ISSUE

Not  applicable

ITEM  10  -  ADDITIONAL  INFORMATION
------------------------------------

(A)  SHARE  CAPITAL

Not  applicable

(B)  MEMORANDUM  AND  ARTICLES  OF  ASSOCIATION

The  Memorandum and Articles of the Company are incorporated by reference to the
information in our registration statement on Form 20-F filed with the Securities
and  Exchange  Commission,  in  Washington,  D.C.  on June 12, 2000 to which our
Articles  of  Incorporation  and  Memorandum  were  filed  as  exhibits.

(C)  MATERIAL  CONTRACTS

Except  for  contracts  entered  into  in  the  ordinary course of business, the
Company  has not entered into any material contracts in the preceding two years.

(D)  EXCHANGE  CONTROLS

There  is no law, governmental decree or regulation in Canada that restricts the
export  or  import  of  capital,  or  that  affects the remittance of dividends,
interest  or  other  payment to non-resident holders of Common Stock, other than
withholding  tax  requirements.  Additional  information  is contained under the
caption  "Item  10(E)  Taxation"  below.

There  is  no  limitation  imposed  by  Canadian  law  or  by  the  Articles  of
Amalgamation  or  other  constituent  documents of the Company on the right of a


                                                                              30
<PAGE>
non-resident  to  hold  or  vote  Common  Stock,  other  than as provided by the
Investment  Canada  Act  (Canada),  as  amended,  including  as  amended  by the
Canada-United  States  Free  Trade Agreement Implementation Act (Canada) and the
World  Trade  Organization  Agreement Implementation Act (Canada). The following
summarizes the principal features of the Investment Canada Act for non-residents
who  propose  to  acquire  Common  Stock.

The  Investment  Canada Act (the "Act"), enacted on June 20, 1985, as amended up
to  March  31,  2001,  including  as  amended  by  the North American Free Trade
Agreement Implementation Act (Canada) and the World Trade Organization Agreement
Implementation  Act  (Canada),  requires  the prior notification and, in certain
cases,  advance  review  and  approval  by  the  Government  of  Canada  of  the
acquisition  by  a  "non-Canadian" of "control" of a "Canadian business," all as
defined  in  the Act. For purposes of the Act, "control" can be acquired through
the  acquisition  of all or substantially all of the assets used in the Canadian
business, or the direct or indirect acquisition of voting interests or shares in
an entity that carries on a Canadian business or which controls the entity which
carries  on  the  Canadian  business  whether  or not that controlling entity is
Canadian.  Under  the  Act,  control  of  a corporation is deemed to be acquired
through the acquisition of a majority of the voting shares of a corporation, and
is  presumed  to be acquired where at least one-third, but less than a majority,
of  the  voting  shares of a corporation or of an equivalent undivided ownership
interest  in  the  voting shares of a corporation are acquired, unless it can be
established that the corporation is not controlled in fact through the ownership
of  voting  shares.  Other  rules  apply  with  respect  to  the  acquisition of
non-corporate  entities.

Investments  requiring  review  and approval include (i) a direct acquisition of
control  of  a  Canadian  business with assets with a value of CDN $5,000,000 or
more,  (ii)  an indirect acquisition of control of a Canadian business where the
value  of the assets of the Canadian business and of all other Canadian entities
the  control  of  which is acquired directly or indirectly is CDN $50,000,000 or
more;  and (iii) an indirect acquisition of control of a Canadian business where
the  value  of  the  assets  of  the Canadian business and of all other Canadian
entities  the  control  of  which  is  acquired  directly  or  indirectly is CDN
$5,000,000  or  more  and  represents greater than 50% of the total value of the
assets  of  all  of the entities, control of which is being acquired. Subject to
certain  exceptions,  where  an  investment  is  made by a "WTO investor" or the
Canadian  business  is controlled by a WTO investor (as defined in the Act), the
monetary  thresholds  discussed  above  are  higher.  In these circumstances the
monetary  threshold  with  regard to the acquisitions discussed in (i) and (iii)
above  for  2001  is  CDN  $209,000,000  multiplied  by the quotient obtained by
dividing  the  current  nominal  gross domestic product of Canada ("GDP") by the
previous  year's  GDP,  as determined in accordance with the Act. Other indirect
acquisitions  of Canadian businesses by or from WTO investors are not subject to
review.  A  "WTO investor", as defined under the Act, includes an individual who
is  a  national of a member of the World Trade Organization or who has the right
of  permanent  residence  in  relation  to  such  member,  and an entity that is


                                                                              31
<PAGE>
controlled  by  a  WTO  investor  in  accordance  with  the  Act.  Certain other
corporations, limited partnerships and trusts may also qualify as WTO investors.
Special  rules  apply  with  respect  to investments by non-Canadians to acquire
control  of  Canadian  businesses  that  engage in certain specified activities,
including financial services, transportation services and activities relating to
Canada's  cultural  heritage  or  national  identity.

If an investment is reviewable, an application for review in the form prescribed
by regulation is normally required to be filed with the Director of Investments,
established  by the Act, prior to the investment taking place and the investment
may  not  normally  be  consummated  until  the  review  has  been completed and
ministerial  approval  obtained.

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

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

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

Where  the  Minister  has advised the investor that he is not satisfied that the
investment  is  likely  to  be  of "net benefit to Canada," the acquirer has the
right to make representations and submit undertakings within 30 days of the date


                                                                              32
<PAGE>
of  the  notice  (or any further period that is agreed upon between the investor
and  the  Minister).  On  the  expiration  of  the  30-day  period (or an agreed
extension), the Minister must notify the investor whether or not he is satisfied
that  the  investment  is likely to be of "net benefit to Canada." In the latter
case, the investor may not proceed with the investment or, if the investment has
already  been  consummated,  must  divest  itself  of  control  of  the Canadian
business.

(E)  TAXATION

The following summary describes the principal US federal income and Canadian tax
consequences  of  the beneficial ownership and disposition of Common Stock. This
summary  does  not  purport  to  be  a  comprehensive description of all the tax
considerations  that may be relevant. This summary is not intended as tax advice
and  is limited to US Holders and Non-US Holders (as defined below) who hold the
Common  Stock as a capital asset, whose functional currency is the US dollar and
who  do  not  own  Common  Stock  in  carrying on a business through a permanent
establishment,  or in connection with a fixed base, in Canada. This summary does
not  address  the  tax treatment of US Holders that may be subject to special US
federal  income  tax  rules, such as regulated investment companies, real estate
investment  trusts,  banks, tax-exempt entities, insurance companies, US Holders
subject  to  the  alternative  minimum  tax, brokers or dealers in securities or
currencies,  and  persons  holding  the  Common  Stock  as  part of a "hedging,"
"straddle,"  "conversion  transaction,"  "synthetic  security"  or  "integrated
investment" for federal income tax purposes or other risk-reduction transaction,
or  US  Holders  who own (directly, indirectly or constructively by attribution)
10%  or  more of the total combined voting power of all classes of the Company's
stock  entitled  to  vote.

For  purposes  of this summary, the term "US Holder" means a beneficial owner of
Common  Stock  that  is,  for  US  federal income tax purposes, (i) a citizen or
resident  of  the  US,  (ii)  a corporation or other entity created or organized
under  the  laws of the US or any political subdivision thereof, (iii) an estate
the  income  of  which  is  subject  to  US federal income tax regardless of its
source,  or (iv) a trust if a US court can exercise primary supervision over the
administration  of  such  trust  and one or more US persons has the authority to
control  all  substantial  decisions  of  the trust. A "Non-US Holder" is such a
beneficial  owner  that  is  not  a  US  Holder.

The  summary  of  US tax considerations is based on the Internal Revenue Code of
1986,  as  amended  (the  "Code"),  Treasury  regulations,  rulings and judicial
decisions  in  effect  as  of  the  date  of hereof, all of which are subject to
change,  with  possible  retroactive effect. No ruling from the Internal Revenue
Service (the "IRS") will be sought with respect to the Common Stock, and the IRS
could  take a contrary view with respect to the matters described below. Holders
should  consult their tax advisors as to the US federal, state, local, and other


                                                                              33
<PAGE>
tax  consequences  to  them of the purchase, ownership and disposition of Common
Stock.

The  discussion  of  Canadian Tax considerations is based upon the provisions of
the  Income Tax Act (Canada) (the "Tax Act"), all proposed amendments to the Act
and  the regulations thereto as of the date hereof, the Convention and counsel's
understanding  of  published  administrative practices of the Canada Customs and
Revenue  Agency  and judicial decisions, all of which are subject to change. The
discussion  does  not take into account the tax laws of the various provinces or
territories  of  Canada  or  the  tax  laws  of  the  various  state  and  local
jurisdictions  in  the  United  States.

THIS  DISCUSSION IS GENERAL IN NATURE AND IS NOT INTENDED TO BE NOR SHOULD IT BE
CONSTRUED  AS  LEGAL  OR TAX ADVICE TO ANY PARTICULAR SECURITYHOLDER. THEREFORE,
SECURITYHOLDERS  SHOULD  CONSULT  THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX
CONSEQUENCES  OF  THEIR  INVESTMENT  IN  THE  COMMON  STOCK.

CANADIAN  TAX  CONSIDERATIONS

Dividends  paid  or  credited on the Common Stock to Unconnected US Shareholders
will be subject to a Canadian withholding tax. Under the Convention, the rate of
withholding  tax  generally  applicable  to  dividends  paid  to  Unconnected US
Shareholders  that  beneficially  own  Common  Stock  is  15%.  In  the  case of
Unconnected  US  Shareholders that are US corporations that beneficially own 10%
or more of the voting shares of the Company, the applicable withholding tax rate
is  5%.

Gains  recognized  by  Unconnected  US Shareholders on the disposition of Common
Stock  generally  will  not  be subject to tax in Canada. If the holder, persons
with  whom  the holder did not deal at arm's length, or the holder together with
all  such  persons,  owned  at  any time during the five-year period immediately
preceding  the disposition, 25% or more of the issued shares of any class of the
capital  stock  of  the Company, certain Canadian reporting requirements must be
complied with. Furthermore, gain recognized on the disposition of a share of the
capital  stock  of  a  company  that is a resident of Canada, the value of whose
shares  is  derived  principally  from  real property situated in Canada will be
subject to tax in Canada. The Company believes that the value of its shares does
not  derive  principally  from  real  property  situated  in  Canada.

UNITED  STATES  TAX CONSIDERATIONS:  US HOLDER TAX CONSEQUENCES FOR COMMON STOCK

TAXATION  OF  DIVIDENDS  ON  COMMON  STOCK


                                                                              33
<PAGE>
The  gross  amount  of a distribution with respect to Common Stock (other than a
distribution in redemption or liquidation) will be treated as a taxable dividend
to  the  extent  of  the Company's current and accumulated earnings and profits,
computed  in  accordance  with  US  federal  income  tax  principles.  For these
purposes,  distributions  to  US  Holders in Canadian dollars must be translated
into  US  dollars  at the spot rate on the date the distribution is received. US
Holders  should  consult  their  tax  advisor regarding potential recognition of
foreign  currency  gain  or  loss  for  US  federal income tax purposes upon the
conversion Canadian dollars received into US dollars. Distributions in excess of
the  Company's  current  and  accumulated  earnings  and profits will be applied
against  and  will  reduce the US Holder's tax basis in the Common Stock. To the
extent  a  distribution  exceeds  the  US Holder's tax basis, the excess will be
treated  as gain from a sale or exchange of such Common Stock. For special rules
regarding certain distributions from "passive foreign investment companies", see
"Passive  Foreign  Investment  Company"  below.

Subject  to  the  limitations set forth in Section 904 of the Code (which limits
the  extent  to which a US taxpayer may credit against its US federal income tax
liability, any taxes paid by it to a foreign country), the Canadian tax withheld
or  paid  with  respect  to  distributions  on the Common Stock generally may be
credited  against  the US federal income tax liability of a US Holder if such US
Holder  makes  an  appropriate election for the taxable year in which such taxes
are paid or accrued; alternatively, a US Holder who does not elect to credit any
foreign taxes paid during the taxable year may deduct such taxes in such taxable
year.  In  addition,  a  US Holder that owns 10% of more of the Common Stock who
receives  a  dividend  is deemed to have received (and to have paid as a foreign
tax  eligible  for the foreign tax credit, subject to the limitations of Section
904 of the Code) a portion of the foreign taxes paid by the Company. Because the
foreign  tax  credit  provisions  of the Code are very complex (particularly the
provisions relating to the deemed paid foreign tax credit and the limitations on
the  claiming  of  the credit), US Holders should consult their own tax advisors
with  respect  to  the  claiming  of  foreign  tax  credits.

Corporate  US  Holders  will  not  be  entitled  to  claim  a dividends received
deduction  in  respect  of  dividends  distributed  on  the  Common  Stock.

TAXATION ON SALE OR EXCHANGE OF COMMON STOCK

A US Holder will generally recognize gain or loss on the sale, exchange or other
disposition  of  Common  Stock  in an amount equal to the difference between the
amount  realized  on the sale or exchange and the US Holder's adjusted tax basis
in  such  Common  Stock.  Gain or loss upon the sale of the Common Stock will be
capital  gain or loss if the Common Stock is a capital asset in the hands of the
US  Holder  and will be long-term capital gain or loss if at the time of sale or
exchange  the  Common  Stock has been held for more than one year. Under current
law,  long-term  capital  gain  of individuals is generally taxed at lower rates


                                                                              35
<PAGE>
than  items  of ordinary income. Capital losses recognized on a sale or exchange
of  Common  Stock  are subject to certain deductibility limitations. For special
rules  regarding  the sale or exchange of stock in a "passive foreign investment
company"  see  "Passive  Foreign  Investment  Company"  below.

PASSIVE  FOREIGN  INVESTMENT  COMPANY

The Code contains special rules for the taxation of US persons who own shares in
a  "passive  foreign  investment  company"  (a  "PFIC").  A  PFIC  is  a  non-US
corporation  that  meets an income test and/or an asset test. The income test is
met  if  75%  or  more  of  the  corporation's  gross income is "passive income"
(generally,  dividends,  interest,  rents,  royalties,  and  gains  from  the
disposition of assets producing passive income, such as shares of stock, subject
to  certain  exceptions).  The  asset test is met if at least 50% of the average
value  of  the  corporation's assets produce, or are held for the production of,
passive  income.  US  persons  are  denied capital gain treatment upon a sale or
exchange  of  stock in a PFIC and are subject to other special tax rules upon an
"excess  distribution"  in  respect  of  stock  in  a  PFIC, unless a "qualified
electing  fund"  election  pursuant  to Section 1295 of the Code, is made in the
first  year that the foreign corporation constitutes a PFIC with respect to a US
Holder. Based on its income, assets and activities, the Company believes that it
has  not  been  a PFIC in the past and that it will not be treated as a PFIC for
the  current  taxable year. Although the Company intends to conduct its business
and  investment  activities in a manner that avoids classification as a PFIC, no
assurance  can  be given that the Company will not become a PFIC for the current
taxable  year  or  any  subsequent  taxable year. US Holders should consult with
their  tax  advisors  regarding the US federal income tax consequences under the
PFIC  rules  and  carefully  consider  whether to make a qualified electing fund
election  with  respect  to  the  Common  Stock  if  the Company becomes a PFIC.

CONTROLLED  FOREIGN  CORPORATION  AND  FOREIGN  PERSONAL  HOLDING  COMPANY

US  persons  owning (directly, indirectly or by attribution) shares representing
10%  or  more  of  the  voting  power  of  the  shares  of a "controlled foreign
corporation"  ("CFC")  are required to include as ordinary income their pro rata
share of the "Subpart F Income" derived by the CFC (as well as certain income of
its  subsidiaries).  Among  other  items,  and  subject  to  certain exceptions,
"Subpart  F Income" includes dividends, interest, annuities, gains from the sale
or  shares  and securities, certain gains from commodities transactions, certain
types  of  insurance  income  and  income from certain transactions with related
parties.  A  foreign corporation is a CFC if more than 50% of its stock (by vote
or  value)  is owned (directly, indirectly, or by attribution) by US persons who
each  own  (directly,  indirectly  or  by  attribution) 10% or more of the total
combined  voting  power  of  its  shares.  The Company has not been and does not
expect to be a CFC for the current year. However, future changes of ownership of
the  Company's  stock  could cause the Company to become a CFC in the future. US


                                                                              36
<PAGE>
Holders  should  consult  their tax advisors regarding the US federal income tax
consequences  of  owning  Common  Stock  in  a  CFC.

Similarly,  US  persons  who  own  shares  (directly or indirectly) of a foreign
corporation  that  is  a "foreign personal holding company" ("FPHC") on the last
day  of  the  foreign  corporation's  taxable  year  must include in their gross
income,  for  the  shareholder's taxable year in which or with which the taxable
year  of  the  FPHC  ends, a pro rata share of the FPHC's undistributed "foreign
personal  holding  company  income"  (or  "FPHCI").  A  foreign corporation will
constitute  an  FPHC  if  more than 50% of its stock (by vote or value) is owned
(directly, indirectly or by attribution) by five or fewer individuals who are US
citizens  or residents and at least 60% (50% in certain years following the year
in which the corporation becomes an FPHC) of its gross income consists of FPHCI.
FPHCI  generally  consists  of  passive  income  such  as  interest,  dividends,
royalties,  certain  rents,  and gain from the sale of stock or securities, from
whatever geographic source derived. The Company does not expect to meet the FPHC
stock  ownership test and, therefore, the Company does not expect to be an FPHC.
However,  future  changes in ownership could cause the Company to become an FPHC
if  the FPHC gross income test is then also met. US Holders should consult their
tax  advisors  regarding the US federal tax income consequences of owning Common
Stock  in  an  FPHC.

NON-US  HOLDERS

A  Non-US  Holder  should  not  be subject to US federal income, withholding, or
capital gains taxes with respect to the sale, disposition or any distribution in
respect  of  the  Common  Stock, unless (i) such income is effectively connected
with trade or business conducted by such Non-US holder within the United States,
or  (ii) in the case of an individual, such Non-US Holder is a nonresident alien
who  holds  the  Common  Stock  as  a capital asset and is present in the United
States  for  183 days or more during a taxable year and certain other conditions
are  satisfied.

UNITED  STATES  INFORMATION  REPORTING  AND  BACKUP  WITHHOLDING

For  each  calendar  year in which the Common Stock is outstanding, the Company,
its  agents or paying agents or a broker may be required to provide the IRS with
certain  information,  including  the  Holder's  name,  address  and  taxpayer
identification  number, information concerning distributions on the Common Stock
during the calendar year and the amount of tax withheld, if any. This obligation
however, does not apply with respect to certain Holders, including corporations,
tax-exempt  organizations,  qualified  pension  and  profit  sharing  trusts,
individual  retirement accounts. A backup withholding tax will apply to payments
if  a  US  Holder  fails  to  provide  a  taxpayer identification number. Backup
withholding  is  applied  at  a  rate  of  30.5%  (which  rate  shall be reduced
periodically  to  28%  for  payments  made  in  2006).


                                                                              37
<PAGE>
Backup  withholding  and  information  reporting  generally  will  not  apply to
distributions  made  to  a Non-US Holder that provides an IRS Form W-8BEN to the
relevant  withholding  agent,  paying  agent  or  broker,  together  with  all
appropriate  attachments,  signed  under  penalties  of perjury, identifying the
Non-US Holder and stating that the Non-US Holder is not a US person or otherwise
qualifies  for  an  exemption.

The payment of the proceeds on the disposition of Common Stock by a Holder to or
through  the  US  office  of  a  broker generally will be subject to information
reporting  and  backup withholding unless the Holder either certifies its status
as a Non-US Holder as described above or otherwise establishes an exemption. The
payment of the proceeds on the disposition of Common Stock by a Non-US Holder to
or  through  a  non-US  office  of a non-US broker will not be subject to backup
withholding  or  information reporting unless the non-US broker is a "US related
person" (as defined below). The payment of proceeds on the disposition of Common
Stock  by  a  Non-US Holder to or through a Non-US office of a US broker or a US
related  person  generally  will  be  subject  to information reporting (but not
backup  withholding)  unless  the  Holder  establishes an exemption as described
above or the broker has certain documentary evidence in its files as to a Non-US
Holder's  foreign status and the broker has no actual knowledge to the contrary.

For  purposes  of  the  preceding paragraph, a "US related person" is (i) a CFC,
(ii) a foreign person 50% or more of whose gross income from all sources for the
three-year  period  ending  with  the  close  of  its taxable year preceding the
payment  (or  for such part of the period that the broker has been in existence)
is  derived from activities that are effectively connected with the conduct of a
US  trade or business, or (iii) for payments made on or after January 1, 2001, a
foreign  partnership  if  at  any  time  during  its tax year one or more of its
partners  are US persons who, in the aggregate, hold more than 50 percent of the
income  or  capital  interest  of  the partnership or if, at any time during its
taxable  year,  the  partnership  is  engaged  in  the  conduct of a US trade or
business.

Backup  withholding  is  not  an additional tax and may be refunded (or credited
against  the  Holder's  US  federal  income tax liability, if any), provided the
required  information  is  furnished  to  the  IRS.  The  information  reporting
requirements  may apply regardless of whether withholding is required. Copies of
information  returns  and  withholding information also may be made available to
the  tax authorities in the country in which a Non-US Holder is a resident under
the  provisions  of  an  applicable  income  tax  treaty  or  agreement.

THE  FOREGOING  SUMMARY  DOES  NOT DISCUSS ALL ASPECTS OF CANADIAN OR US FEDERAL
INCOME  TAXATION  THAT MAY BE RELEVANT TO A PARTICULAR HOLDER OF COMMON STOCK IN
LIGHT  OF  SUCH  HOLDER'S  PARTICULAR  CIRCUMSTANCES  AND  INCOME TAX SITUATION.
HOLDERS  SHOULD  CONSULT  THEIR  OWN  TAX  ADVISORS  AS  TO  THE  SPECIFIC  TAX


                                                                              38
<PAGE>
CONSEQUENCES  THAT  WOULD  RESULT FROM THEIR OWNERSHIP AND DISPOSITION OF COMMON
STOCK  OF  THE  COMPANY,  INCLUDING  THE APPLICATION AND EFFECT OF STATE, LOCAL,
FOREIGN  AND  OTHER  TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL AND
OTHER  TAX  LAWS.

(F)  DIVIDEND  AND  PAYING  AGENTS

Not  applicable

(G)  STATEMENT  BY  EXPERTS

Not  applicable

(H)  DOCUMENTS  ON  DISPLAY

The  documents  concerning  the Company referred to in this Annual Report may be
inspected  at the Company's office at 65 Queen Street West, Suite 1905, Toronto,
Ontario,  Canada,  M5H  2M5.  The  Company  may  be  reached  at (416) 860-0211.
Documents  filed with the Securities and Exchange Commission ("SEC") may also be
read and copied at the SEC's public reference room at Room 1024, Judiciary Plaza
Building,  450  Fifth  Street,  N.W., Washington, D.C. 20549 and at the regional
offices  of  the  SEC located at Seven World Trade Center, 13th Floor, New York,
New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Please  call  the  SEC  at  1-800-SEC-0330 for further information on the public
reference  rooms.

(I)  SUBSIDIARY  INFORMATION

The  documents  concerning the Company's subsidiaries referred to in this Annual
Report  may  be inspected at the Company's office at 65 Queen Street West, Suite
1905,  Toronto,  Ontario,  Canada,  M5H  2M5



ITEM  11  -  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK
-----------------------------------------------------------------------------

Not  applicable

ITEM  12  -  DESCRIPTION  OF  SECURITIES  OTHER  THAN  EQUITY  SECURITIES
-------------------------------------------------------------------------

Not  applicable

                                     PART II
                                     -------


                                                                              39
<PAGE>
ITEM  13  -  DEFAULTS,  DIVIDEND  ARREARAGES  AND  DELINQUENCIES
----------------------------------------------------------------

None.

ITEM  14  -  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
--------------------------------------------------------------------------------
PROCEEDS
--------

None.

ITEM  15  -  [RESERVED]
-----------------------

ITEM  16  -  [RESERVED]
-----------------------


                                    PART III
                                    --------

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

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

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

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

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

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


ITEM  19  --  EXHIBITS
----------------------

The  following  documents  are  filed as part of this Annual Report on Form 20-F

1.1            Articles of Incorporation of the Company - INCORPORATED HEREIN BY
               REFERENCE  to  Exhibit  1(ix)  to  the  Company's  Registration
               Statement  on  Form  20-F  filed  on  June  12,  2000


                                                                              40
<PAGE>
1.2            By-Laws  of  the  Company  -  INCORPORATED HEREIN BY REFERENCE to
               Exhibit  1(xi)  to  the  Company's Registration Statement on Form
               20-F  filed  on  June  12,  2000

1.3            Summary  of  the  history  of name changes since inception of the
               Company  INCORPORATED  HEREIN BY REFERENCE to Exhibit 1(i) to the
               Company's  Registration  Statement on Form 20-F filed on June 12,
               2000

1.4            Certificate  of  Incorporation  of  Kamlo  Gold  Mines Limited. -
               INCORPORATED  HEREIN  BY  REFERENCE  to  Exhibit  1(ii)  to  the
               Company's  Registration  Statement on Form 20-F filed on June 12,
               2000

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

1.6            Certificate of name change from NRT Research Technologies Inc. to
               NRT Industries Inc. - INCORPORATED HEREIN BY REFERENCE to Exhibit
               1(iv)  to the Company's Registration Statement on Form 20-F filed
               on  June  12,  2000

1.7            Certificate  of  name  change  from  NRT  Industries Inc. to CUDA
               Consolidated  Inc.  - INCORPORATED HEREIN BY REFERENCE to Exhibit
               1(v)  to  the Company's Registration Statement on Form 20-F filed
               on  June  12,  2000

1.8            Certificate  of  name  change  from  CUDA  Consolidated  Inc.  to
               Foodquest  Corp.  -  INCORPORATED  HEREIN BY REFERENCE to Exhibit
               1(vi)  to the Company's Registration Statement on Form 20-F filed
               on  June  12,  2000

1.9            Certificate  of  name  change  from  Foodquest Corp. to Foodquest
               International Corp. - INCORPORATED HEREIN BY REFERENCE to Exhibit
               1(vii) to the Company's Registration Statement on Form 20-F filed
               on  June  12,  2000

1.10           Certificate  of name change from Foodquest International Corp. to
               Dealcheck.com  Inc. - INCORPORATED HEREIN BY REFERENCE to Exhibit
               1(viii)  to  the  Company's  Registration  Statement on Form 20-F
               filed  on  June  12,  2000


                                                                              41
<PAGE>
2              Specimen  Common  Share  certificate  -  INCORPORATED  HEREIN  BY
               REFERENCE to Exhibit 2(i) to the Company's Registration Statement
               on  Form  20-F  filed  on  June  12,  2000

4(a)           Agreement  dated  March 31, 2001 covering sale of shares in World
               Vacation  Club.com  Inc.

4b).1          Security  Agreement  dated January 1, 2001 re funds advanced to
               Current  Capital  Corp.

4(b).2         Promissory Note dated April 1, 2000 re funds advanced to First
               Empire  Entertainment.com  Inc.  and  First  Empire Entertainment
               Corp.

4.(b).3        Expense  sharing  agreement  dated April 1, 2000 with Current
               Capital  Corp.

4(b).4         Expense sharing agreement dated April 1, 2000 with First Empire
               Entertainment.com  Inc.

4(c).1         Consulting  Agreement  dated  April  1,  2000  with  Kam  Shah

4(c).2         Consulting Agreement dated April1,  2000  with  Terence  Robinson


SIGNATURES
----------

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


                                               /s/  Terence  Robinson
                                               ----------------------

                                                    Terence  Robinson
                                                    -----------------
                                                    Chairman  &  CEO
                                                    Dealcheck.com  Inc.
July 27, 2001


                                                                              42
<PAGE>
--------------------------------------------------------------------------------

DAREN, MARTENFELD, CARR, TESTA AND COMPANY LLP
CHARTERED  ACCOUNTANTS
                              20 Eglinton Avenue West    Telephone: 416-480-0160
                              Suite  2100                Facsimile: 416-480-2646
                              Toronto,  Ontario
                              M4R  1K8


                                AUDITORS' REPORT


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


We  have  audited  the  consolidated  balance sheets of DEALCHECK.COM INC. as at
MARCH  31,  2001  AND  2000  and  the  consolidated statements of operations and
deficit and cash flows for the years then ended.  These financial statements are
the  responsibility  of  the  company's  management.  Our  responsibility  is to
express  an  opinion  on  these  financial  statements  based  on  our  audits.

We conducted our audits 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, 2001
AND  2000  and  the  results of its operations and cash flows for the years then
ended  in  accordance  with  Canadian  generally accepted accounting principles.

Canadian  generally  accepted  accounting principles vary in certain significant
respects  from  accounting  principles  generally accepted in the United States.
Application  of  accounting  principles  generally accepted in the United States
would  have affected results of operations for the year ended March 31, 2001 and
the  shareholders' equity as at that date to the extent summarised in Note 17 to
the  consolidated  financial  statements.

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


DAREN, MARTENFELD, CARR, TESTA AND COMPANY LLP


June  7,  2001


A  Member  Firm  of
Midsnell  International


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


                                                                              43
<PAGE>
<TABLE>
<CAPTION>
DEALCHECK.COM INC.
CONSOLIDATED BALANCE SHEETS
(CANADIAN DOLLARS)
MARCH 31, 2001 AND 2000
=============================================================================================
                                                         NOTE          2001           2000
---------------------------------------------------------------------------------------------
<S>                                                <C>            <C>            <C>
ASSETS

Current
-------
  Cash                                                           $      40,737   $   425,968
  Short-term Investments                                      3         38,068       697,274
  Subscription advance                                        4              -       489,173
  Amounts receivable                                          5        584,234        91,025
  Prepaid and sundry assets                                             12,380             -
---------------------------------------------------------------------------------------------
                                                                       675,419     1,703,440
LONG-TERM INVESTMENTS                                         3         58,290       782,687
PRODUCT DEVELOPMENT COSTS                                     6        134,521        10,000
CAPITAL ASSETS                                                7         40,414        46,805
---------------------------------------------------------------------------------------------
                                                                  $     908,644  $ 2,542,932
---------------------------------------------------------------------------------------------
LIABILITIES

                                    Current
---------------------------------------------------------------------------------------------
  Accounts payable and accrued liabilities                        $      64,803  $    40,549
  Advance from shareholder, non-interest bearing                         84,320      179,763
---------------------------------------------------------------------------------------------
                                                                        149,123      220,312
---------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
CAPITAL STOCK                                                  8     19,814,829   19,660,724
DEFICIT                                                             (19,055,308) (17,338,104)
---------------------------------------------------------------------------------------------
                                                                        759,521    2,322,620
---------------------------------------------------------------------------------------------
                                                                  $     908,644  $ 2,542,932
---------------------------------------------------------------------------------------------
</TABLE>

RELATED  PARTY  TRANSACTIONS  -  NOTE  13

SEE  ACCOMPANYING  NOTES.

APPROVED  BY  THE BOARD  KAM SHAH(SIGNED)                   Director
                         ---------------------------------
                         TERENCE ROBINSON (SIGNED)          Director
                         ---------------------------------


                                                                              44
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
DEALCHECK.COM INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT
(CANADIAN DOLLARS)
FOR THE YEARS ENDED MARCH 31, 2001, 2000 AND 1999
===============================================================================
                                NOTE    2001           2000           1999
-------------------------------------------------------------------------------
<S>                             <C> <C>            <C>            <C>
                              Income
-------------------------------------------------------------------------------
  Operational services              $    120,000   $     10,000   $          -
  Licence and usage fee                  151,508              -              -
  Interest                                15,383         20,524              -
  Exchange gain                           49,269          5,337         12,837
  Other income                            15,082              -              -
-------------------------------------------------------------------------------
                                         351,242         35,861         12,837
-------------------------------------------------------------------------------
EXPENSES
  Travel, promotion and consulting       221,960        467,835        323,337
  Professional fees                       97,593         94,688         39,113
  Net loss on investments       14     1,364,812        590,709              -
  Projects development costs              15,121        155,370              -
  Bank charges and interest                9,694          3,905              -
  Rent                                    45,814         23,548         24,800
  Telephone, Internet and courier         11,796         26,673         26,942
  Transfer agents fees                    15,665         21,047         14,684
  Shareholders information               204,005          6,268         11,350
  Amortization                            34,926         21,468         18,386
  Office and general                      47,060         14,807         31,821
-------------------------------------------------------------------------------
                                       2,068,446      1,426,318        490,433
-------------------------------------------------------------------------------
NET LOSS FOR YEAR                     (1,717,204)    (1,390,457)      (477,596)
DEFICIT AT BEGINNING OF YEAR         (17,338,104)   (15,947,647)   (15,470,051)
-------------------------------------------------------------------------------
DEFICIT AT END OF YEAR              $(19,055,308)  $(17,338,104)  $(15,947,647)
===============================================================================
Net loss per share              10  $      (0.40)  $      (0.52)  $      (0.35)
===============================================================================
</TABLE>

SEE  ACCOMPANYING  NOTES.

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


                                                                              45
<PAGE>
<TABLE>
<CAPTION>
DEALCHECK.COM  INC.
Consolidated  Statements  of  Cash  Flows
-----------------------------------------
(CANADIAN  DOLLARS)
FOR THE YEARS ENDED MARCH 31, 2001, 2000 AND 1999
====================================================================================
                                                 2000          1999         1998
------------------------------------------------------------------------------------
<S>                                          <C>           <C>           <C>
Cash flows from operating activities
------------------------------------
  Net loss for year                          $(1,717,204)  $(1,390,457)  $ (477,596)
  Amortization                                    34,926        21,468       18,386
  Write-off of product development costs          15,121       155,370            -
  Net loss on investments                      1,364,812       590,709            -
------------------------------------------------------------------------------------
                                                (302,345)     (622,910)    (459,210)

  Amounts receivable                            (268,784)      (28,414)     (62,615)
  Prepaid and sundry assets                      (12,380)            -            -
  Accounts payable and accrued liabilities        24,254       (26,873)      10,530
------------------------------------------------------------------------------------
                                                (546,873)     (678,197)    (511,295)
------------------------------------------------------------------------------------

INVESTING ACTIVITIES
------------------------------------------------------------------------------------
  Purchase of capital assets                     (17,850)       (9,896)     (20,921)
  Settlement of Note payable                           -       (23,250)           -
  Refund of subscription advance                 489,173
  Investments                                     18,779    (2,494,930)     (41,664)
  Product development costs                     (150,327)     (155,935)      (9,435)
------------------------------------------------------------------------------------
                                                 339,785    (2,684,011)     (72,020)
------------------------------------------------------------------------------------

FINANCING ACTIVITIES
  Net advances from shareholder                   26,557       472,147      641,984
  Net advances to affiliates                    (151,114)            -            -
  Net advances to directors                      (73,311)
  Common shares issued                            32,105     3,251,661            -

                                                (178,143)    3,723,808      641,984
INCREASE (DECREASE) IN CASH DURING YEAR         (385,231)      361,600       58,669
CASH AT BEGINNING OF YEAR                        425,968        64,368        5,699
------------------------------------------------------------------------------------
CASH AT END OF YEAR                          $    40,737   $   425,968   $   64,368
====================================================================================

Supplemental disclosures
------------------------
NON-CASH INVESTING AND FINANCING ACTIVITIES
-------------------------------------------
  Conversion of debts to equity              $   122,000   $   300,000   $1,282,500
  Note issued on acquisition of investment             -             -       23,250
====================================================================================
</TABLE>

SEE  ACCOMPANYING  NOTES.


                                                                              46
<PAGE>
DEALCHECK.COM  INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CANADIAN  DOLLARS)
MARCH  31,  2001  AND  2000
================================================================================

1.   NATURE  OF  OPERATIONS

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


2.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     BASIS  OF  PRESENTATION

     These_consolidated financial  statements  have  been prepared in accordance
     with  accounting  principles  generally  accepted  in  Canada  and  do  not
     materially  differ  from  accounting  principles  generally accepted in the
     United  States (U.S. GAAP) except as described in Note 17 "Differences from
     United  States  Accounting  Principles".

     BASIS  OF  CONSOLIDATION

     The  consolidated  financial statements include the accounts of the Company
     and  its  wholly  owned  subsidiary.  All  inter-company  balances  and
     transactions  have  been  eliminated  on  consolidation.

     USE  OF  ESTIMATES

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


                                                                              47
<PAGE>
     INVESTMENTS

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

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

     Events may occur during the holding period, which may result in the Company
     having  the  right exercise control or significant influence. However, such
     control  or  significant  influence  may  be waived or rectified and is not
     intended  to  continue. Accordingly, the accounts of the investee companies
     in  which  the  Company  holds  an  interest  which  allow  for  control or
     significant  influence  are  not consolidated or accounted for according to
     the  equity  method.

     Short-term  investments,  which  have quoted market values and are publicly
     traded  on  a  recognized  exchange,  are  recorded at a value based on the
     quoted  market  price  at the balance sheet date. The holding losses of the
     short-term  investment  are  recorded  in  the  Statement  of  Operations.

     LONG-TERM  INVESTMENTS
     ----------------------

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

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

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

     PRODUCT  DEVELOPMENT
     --------------------

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


                                                                              48
<PAGE>
     CAPITAL  ASSETS
     ---------------

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

     FOREIGN  CURRENCY  TRANSLATION
     ------------------------------

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

     FINANCIAL  INSTRUMENTS
     ----------------------

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

     FUTURE  INCOME  TAXES
     ---------------------

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

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

     STOCK-BASED  COMPENSATION  PLAN
     -------------------------------

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


                                                                              49
<PAGE>
     plan  participants  upon exercise of stock options or purchase of shares is
     credited  to  share  capital.

     RESEARCH  AND  DEVELOPMENT  COSTS
     ---------------------------------

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

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

     INVESTMENT  TAX  CREDITS
     ------------------------

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

2.   INVESTMENTS

     A.   SHORT  TERM  INVESTMENTS

     ----------------------------------------------------
                                                  MARKET
                                        COST       VALUE
     ----------------------------------------------------
     MARCH 31, 2001
     MARKETABLE TRADING SECURITIES   $  261,082  $ 38,068
     ----------------------------------------------------

                                     $  261,082  $ 38,068
     ----------------------------------------------------

     MARCH 31, 2000

     MARKETABLE TRADING SECURITIES   $  976,780  $371,918
     NON MARKETABLE SECURITIES:
     World Vacation Club.com (i)        288,616   288,616
     CONVERTIBLE DEBENTURES:


                                                                              50
<PAGE>
     DevelopersNetwork.com (ii)          36,741    36,740
     ----------------------------------------------------

                                     $1,302,137  $697,274
     ====================================================

          (i)  WORLD  VACATION  CLUB.COM  ("WVC")

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

          (ii) DEVELOPERS  NETWORK.COM  INC.

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

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


     B.   LONG-TERM  INVESTMENTS

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

          (i)  HOTLAMP  INTERACTIVE  TECHNOLOGIES  INC.

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


                                                                              51
<PAGE>
               Nevada  Corporation. It is a software development company focused
               on  multimedia  products.

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

          (ii) DATALOOM  INC.

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

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

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


4.   SUBSCRIPTION  ADVANCE

     The  Company  agreed  to  purchase shares in Idealab.com from an individual
     shareholder.  Funds  were forwarded to and were held by the seller's lawyer
     in  escrow  pending  the completion of the paperwork. The Company cancelled
     its  subscription in the common shares of Idealab.com on April 17, 2000 and
     received  the  full  refund  of  funds  invested  of  $489,173.


5.   AMOUNTS  RECEIVABLE
     ==========================================
                                2001     2000
     ------------------------------------------

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


                                                                              52
<PAGE>
     (i)  Amounts  are  due  from a related corporation, bear interest at 5% per
          annum  and  are  due  on demand. The amounts are fully secured against
          marketable  securities  owned  by  the  related  corporation.

     (ii) Convertible  loans are funds advanced to a related public corporation,
          bearing  interest  at 5% per annum and payable on demand. The advances
          are  convertible,  at the option of the Company into the common shares
          of  the  related  entity  at  $0.05  per  share.

6.   PRODUCT  DEVELOPMENT  COSTS

<TABLE>
<CAPTION>
=================================================================================
                  Balance  at  Incurred      Written      Amortized    Balance at
---------------------------------------------------------------------------------
                  MARCH 31,     DURING      OFF DURING      DURING     MARCH 31,
                     2000        YEAR          YEAR          YEAR         2001
=================================================================================
<S>               <C>         <C>          <C>           <C>           <C>
Shellfn.com (a)   $        -  $       111  $      (111)  $         -   $        -
IRCheck.com (b)       10,000        2,055            -       (10,685)      21,370
Dealcheck.com(c)           -       15,010      (15,010)            -            -
Biochex.com (d)            -      113,151            -             -      113,151
---------------------------------------------------------------------------------
                  $   10,000  $   150,327  $   (15,121)  $   (10,685)  $  134,521
=================================================================================

                  Balance  at  Incurred      Written      Amortized    Balance at
---------------------------------------------------------------------------------
                  MARCH 31,     DURING      OFF DURING      DURING     MARCH 31,
                    1999         YEAR         YEAR          YEAR          2000
=================================================================================

Shellfn.com       $    9,435  $    68,149  $   (77,584)  $         -   $        -
IRCheck.com                        10,000            -             -      10,000
EduVu.com                  -       33,500      (33,500)            -            -
Dealcheck.com              -       44,286      (44,286)            -            -
---------------------------------------------------------------------------------
                  $    9,435  $   155,935  $  (155,370)  $         -   $   10,000
---------------------------------------------------------------------------------
</TABLE>

     (a)  SHELLFN.COM  web site was intended to become an electronic advertising
          medium  for  shell  companies  to  attract  prospective buyers. During
          fiscal  2000, the management decided to put a hold on this project for
          an  indefinite  period  of  time.  The  costs  incurred  to  date were
          therefore  fully  written  off.

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


                                                                              53
<PAGE>
          was launched on March 5, 2001. The company negotiated licensing of its
          database  to  a  related company for a fee (see Note 13). Accordingly,
          one  third  of the costs were amortized during the year. All future on
          going  costs  will  be  expensed  as  incurred.

     (c)  DEALCHECK.COM  web  site  is  a  corporate  web  site,  which provides
          information  about the Company, its management, its investments, press
          release  and  other  corporate  information  useful  for  investors,
          shareholders and other. While the basic design and development work of
          the  site  was completed in fiscal 2000, the site is being continually
          updated.  The  costs  relating  to this site are expensed as incurred.

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

7.   CAPITAL  ASSETS

     ========================================================
                                        ACCUMULATED     NET
                               COST    AMORTIZATION    2001
     --------------------------------------------------------

     Office furniture        $ 56,190  $      40,740  $15,450
     Office equipment          63,946         41,661   22,285
     Leasehold improvements    10,000          7,321    2,679
     --------------------------------------------------------
                             $130,136  $      89,722  $40,414
     ========================================================

     ========================================================
                                       ACCUMULATED      NET
                             COST      AMORTIZATION    2000
     --------------------------------------------------------
     Office  furniture       $ 47,378  $      30,383  $16,995
     Office equipment          57,007         29,567   27,440
     Leasehold improvements     7,900          5,530    2,370
     --------------------------------------------------------
                             $112,285  $      65,480  $46,805
     ========================================================

8.   CAPITAL  STOCK

     A.   AUTHORIZED
          Unlimited  number of common shares


                                                                              54
<PAGE>
     B.   ISSUED

<TABLE>
<CAPTION>
                                             2001                  2000
---------------------------------------------------------------------------------
                                     COMMON                  COMMON
                                     SHARES      AMOUNT      SHARES      AMOUNT
=================================================================================
<S>                                <C>        <C>          <C>        <C>
Beginning of year                  4,117,616  $19,660,724  2,832,616  $16,109,064
On conversion of debt B (i)          400,000      122,000    400,000      300,000
Issued for cash on conversion of
Warrants C ( I)                      101,700       32,105    885,000    3,251,660
---------------------------------------------------------------------------------
                                   4,619,916  $19,814,829  4,117,616  $19,660,724
=================================================================================
<FN>
     (i)  During  the  year,  the  company  converted  $122,000 of shareholders'
          advances into 400,000 shares at a price, which approximated the market
          price  at  the  time of conversion. Directors approved the issuance of
          the  shares.
</TABLE>

     C.   WARRANTS

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

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

     No  further  revision  has  been  proposed  to  date.

9.   STOCK  OPTION  PLAN

     In  the  Annual General Meeting held on November 15, 1999, the shareholders
     approved the creation of the "1999 Stock Option Plan" pursuant to which the
     directors  were  authorized  to  issue  stock  options from time to time to
     employees,  officers, consultants and directors of the Company up to 10% of
     the issued and outstanding common shares of the Company at the time of such
     issue,  at a minimum price allowed under the applicable securities laws. In


                                                                              55
<PAGE>
     the  Annual  general  and  special  meeting  held on November 13, 2000, the
     shareholders  approved  an increase in the limit of maximum number of stock
     options  to  25%  of  the  issued  and  outstanding  common  shares  of the
     corporation  at  the  time  of  such  issue.

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

10.  LOSS  PER  SHARE

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

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


11.  INCOME  TAXES

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

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

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

     The  Company  has  carry  forward tax losses of approximately $9.4 million,
     which  may  be applied against future taxable income and expire as detailed
     below.  The  benefit arising from these losses has not been included in the
     financial  statements.


                                                                              56
<PAGE>
                 2002        5,036,000
                 2003        1,133,000
                 2004          617,000
                 2005          536,000
                 2006          460,000
                 2007          683,000
                 2008          970,000
                 ---------------------
                          $  9,435,000
                 =====================

12.  COMMITMENTS

     (a)  The  Company  entered  into  a  consulting  agreement  with  a related
          corporation  on  April 1, 2000. The agreement requires the corporation
          to  provide  investors  relations  services.  The consulting fee is US
          $10,000  per  month payable in advance. The agreement expires on March
          31,  2002.

     (b)  Rental  payable  under  operating leases for premises, net of expected
          recoveries  is  $45,000  for  each of the years ending March 31, 2002,
          2003,  2004,  2005  and  $7,500  for  the  year ending March 31, 2006.


13.  RELATED  PARTY  TRANSACTIONS

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

     -    Licence  and usage fee income of $151,508 (2000 - Nil; 1999 - Nil) and
          consulting service fee income of $120,000 (2000 - $10,000; 1999 - Nil)
          were  earned  from  a  corporation,  which  has  common  management.

     -    Included  in shareholders information expense is $180,425 (2000 - Nil;
          1999  -  Nil)  to  a  corporation,  which  has  common  management.

     -    Rent  and  telephone expense are net of recoveries of $110,587 (2000 -
          $43,106;  1999 - Nil) from corporations, which share common management
          and  directors.

     -    Interest  earned  from  related corporations amounts to $8,458 (2000 -
          $1,669;  1999  -  Nil).

     -    Included  in  professional  and  consulting  fees  is $150,400 (2000 -
          $114,592;  1999  -  $36,390)  paid  to  directors  of  the  Company.


                                                                              57
<PAGE>
     -    Business  expenses  of  $55,959 (2000 - $108,249; 1999 - $36,144) were
          reimbursed  to  directors  of  the  corporation.

     -    Consulting  fees  include  amounts  to  a  shareholder  corporation of
          $90,482  (2000  -  $176,550;  1999  -  $177,972).


14.  NET  LOSS  ON  INVESTMENTS

<TABLE>
<CAPTION>
                                 2001       2000     1999
----------------------------------------------------------
<S>                           <C>         <C>        <C>
Holding losses                $        -  $612,794   $   -
Provision for non-temporary
  Impairment in value            789,200    72,470       -
Realized loss (gains)            575,612   (94,555)      -
----------------------------------------------------------
                              $1,364,812  $590,709   $   -
==========================================================
</TABLE>

15.  COMPARATIVE  FIGURES

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

16.  SEGMENTED  INFORMATION

     The  Company's  operations  include  three  reportable operating segments -
     BUSINESS  SERVICES:  this  segment  includes  management  and  operational
     services  to  investee  companies  and  others
     PRODUCT  DEVELOPMENT:  This segment includes revenue from the Company's own
     web  sites  and  technical  projects
     INCUBATION:  This  segment  includes  dividend  and/or capital gains earned
     through  long-term  investments  in  start-ups  and  emerging  companies

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

     GEOGRAPHIC  INFORMATION

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


                                                                              58
<PAGE>
<TABLE>
<CAPTION>
     BUSINESS  SEGMENTS

                                   BUSINESS   PRODUCT   INCUBATION
                                   SERVICES DEVELOPMENT
-------------------------------------------------------------------
<S>                                <C>       <C>        <C>
2001
Total revenue                       120,000   151,508            -
Earnings(Losses) from operations    120,000   136,387   (1,589,772)
Total assets                              -   134,521       58,920
Total liabilities                         -         -       64,803

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

2000
Total revenue                        10,000         -            -
Earnings (Losses) from operations    10,000  (155,370)  (1,058,544)
Total assets                              -    10,000      782,687
Total liabilities                         -         -       40,549
-------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
RECONCILIATION TO FINANCIAL STATEMENTS:

                                                   2001         2000
------------------------------------------------------------------------
<S>                                             <C>          <C>
REVENUES
Total revenue from reportable segments             271,508       10,000
Other                                               79,734       25,861
------------------------------------------------------------------------
                                                   351,242       35,861
------------------------------------------------------------------------

NET LOSS
Total earnings (Losses) from continuing operations for
       Reportable segments                      (1,333,385)  (1,203,914)
Other                                             (383,819)    (186,543)
------------------------------------------------------------------------
                                                (1,717,204)  (1,390,457)
------------------------------------------------------------------------

ASSETS

Total assets used for reportable segments
                                                   193,441      792,687
Other                                              715,203    1,750,245
------------------------------------------------------------------------
                                                   908,644    2,542,932
------------------------------------------------------------------------

LIABILITIES


                                                                              59
<PAGE>
Total liabilities used for reportable segments      64,803       40,549
Other                                               84,320      179,763
------------------------------------------------------------------------
                                                   149,123      220,312
------------------------------------------------------------------------
</TABLE>

17.  CANADIAN  AND  UNITED  STATES  ACCOUNTING  PRINCIPLES

PRODUCT  DEVELOPMENT  COSTS
---------------------------

     The costs of developing the commercial web sites and technical projects are
     allowed  to  be  deferred  under the Canadian Generally Accepted Accounting
     Principles.  However,  these  costs  should  be  expensed  under  US  GAAP.
     Accordingly, under the US GAAP, net loss for year would be $1,851,725 (2000
     -  $  1,400,457).  Total  assets  would be $774,123 (2000 - $2,532,932) and
     deficit  would  be  $19,189,829  (2000  -  $17,348,104).

INVESTMENTS
-----------

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

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

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

STOCK-BASED  COMPENSATION
-------------------------

     The Company accounts for common stock purchase options and warrants granted
     to  non-employees  pursuant  to Statement of Financial Accounting Standards
     No.  123,  "Accounting  for  Stock-Based  Compensation"  (FAS  No.123)  and
     Emerging  Issues  Task  Force  ("EITF")  No.  96-18, "Accounting for Equity
     Instruments  That  Are  Issued to Other Than Employees for Acquiring, or in
     Conjunction  with Selling, Goods or Services." These standards require that
     the  fair  value  of equity instruments, including options and warrants, be
     recognized  in  the  financial statements. FAS No. 123 permits a company to
     account  for  employee  stock  options  under  the  method specified by the
     previous  standard,  Accounting  Principles  Board  Opinion  No.  25  ("APB
     No.25"),  "Accounting  for  Stock Issued to Employees." Under APB No.25, if
     the  exercise  price  of fixed employee stock options equals or exceeds the


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     market  price of the underlying stock on the date of grant, no compensation
     expense  is  recorded. For such options, FAS No.123 requires disclosure of,
     among other things, the fair value of options granted, the assumptions used
     in  determining  the  fair value and the pro-forma effect on earnings as if
     measurement  provisions  of  FAS No. 123 had been applied. The Company will
     apply the measurement principles of APB No.25, supplemented by the required
     FAS No.123 disclosures, for any stock options it grants to employees in the
     future.


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

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


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