FORM 20-F

                      US SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

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

                                       OR

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

                            For the fiscal year ended

                                       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 000-29277

                        EARTHRAMP.COM COMMUNICATIONS INC.
             (Exact name of Registrant as specified in its charter)

                            BRITISH COLUMBIA, CANADA
                 (Jurisdiction of incorporation or organization)

                          601 - 889 WEST PENDER STREET
                  VANCOUVER, BRITISH COLUMBIA, CANADA  V6C 3B2
                    (Address of principal executive offices)

Securities  registered or to be registered pursuant to Section 12(b) of the Act:
None

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

                         Common Shares Without Par Value
                                (Title of Class)

Securities  for  which there is a reporting obligation pursuant to Section 15(d)
of  the  Act:  None

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

<PAGE>

THERE WERE 9,252,342 COMMON SHARES, WITHOUT PAR VALUE, ISSUED AND OUTSTANDING AS
OF  JULY  21,  2000.

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such period that the Registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past  90  days.  YES [ ]   NO [X]

Indicate by check mark which financial statement item the Registrant has elected
to  follow.  ITEM  17  [X]   ITEM  18 [ ]

(APPLICABLE  ONLY  TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST
FIVE  YEARS)

Indicate  by  check  mark  whether  the  registrant  has filed all documents and
reports  required  to  be  filed  by  Section  12, 13 or 15(d) of the Securities
Exchange  Act  of 1934 subsequent to the distribution of securities under a plan
confirmed  by  a  court.  YES [ ]    NO [ ]

<PAGE>

     TABLE  OF  CONTENTS
     -------------------

                                                                            PAGE
                                                                            ----
PART  1                                                                        1

     Item  1     Description  of  Business                                     1
     Item  2     Description  of  Property                                    22
     Item  3     Legal  Proceedings                                           22
     Item  4     Control  of  the  Company                                    22
     Item  5     Nature  of  Trading  Market                                  23
     Item  6     Exchange  Controls  and  Other  Limitations
                 Affecting  Security  Holders                                 24
     Item  7     Taxation                                                     25
     Item  8     Selected  Financial  Data                                    35
     Item  9     Management's  Discussion  and  Analysis  of
                 Financial  Condition  and  Results  of  Operations           37
     Item  9A    Quantitative  and  Qualitative  Disclosures  About
                 Market  Risk  (Not  Applicable)                              41
     Item  10    Directors  and  Officers                                     41
     Item  11    Compensation  of  Directors  and  Officers                   43
     Item  12    Options  to  Purchase  Securities                            45
     Item  13    Interest  of  Management  in  Certain  Transactions          46

PART  II

     Item  14     Description  of  Securities  to  be  Registered             47

PART  III

     Item  15     Defaults  Upon  Senior  Securities  (Not  Applicable)       49

<PAGE>

     Item  16     Changes  in  Securities,  Changes  in  Security
                  for  Registered  Securities  and
                  Use  of  Proceeds  (Not  Applicable)                        49

PART  IV

     Item  17     Financial  Statements                                       49
     Item  18     Financial  Statements                                       49
     Item  19     Financial  Statements  &  Exhibits                          49

EXHIBITS                                                                      50

SIGNATURE                                                                     52

<PAGE>

PART  I

ITEM  1          DESCRIPTION  OF  THE  BUSINESS

Introduction

Earthramp.com  Communications  Inc.'s  (the  "Company")  primary business is the
creation  and  distribution  of  proprietary  consumer,  financial  and  news
information  through  the  development  of  advanced  Internet  websites.  The
Company's  corporate  offices  are  located  at  601  -  889 West Pender Street,
Vancouver,  British  Columbia,  Canada  V6C  3B2.  The telephone number is (604)
331-1008  and  the  facsimile  number  is  (604)  331-0932.

The  Company's  consolidated financial statements are stated in Canadian Dollars
(CDN$)  and  are  prepared  in  accordance  with  Canadian  Generally  Accepted
Accounting  Principles.  In  this  Registration  Statement,  unless  otherwise
specified, all dollar amounts are expressed in Canadian Dollars.  All references
in  this  Registration Statement to "US$" refer to United States Dollars and all
references  to  common  shares  refer  to  common  shares  in the capital of the
Company.

Description  of  the  Company  and  its  Subsidiaries

The  Company was incorporated under the laws of the Province of British Columbia
on  March 14, 1986 under the name "Dante Resources Ltd.".  On July 16, 1987, the
Company's name was changed to "Abac Resources Ltd." and then changed to "Quality
Learning  Systems  (International) Inc." on December 29, 1992.  On May 27, 1996,
the  Company's  name  was changed to "Carta Resources Ltd.".  The Company's name
was  then  changed  to "Earthramp.com Communications Inc." on December 24, 1999.
The  Company  is a reporting issuer under the securities laws of the province of
British  Columbia.

On  December  2,  1987,  the  Company  was  registered  as  an Extra-Territorial
Corporation  to  do  business in the Yukon under the name "Abac Resources Ltd.".
On June 28, 1999, the Company was registered as an Extra-Territorial Corporation
in  the  Yukon  under  the  name  "Carta  Resources  Ltd.".

On  December  29,  1992,  the  Company  altered  its  authorized  capital  by
consolidating  all  of  the  10,000,000  common  shares  without  par value into
2,000,000  common  shares  without  par  value,  with every five (5) such common
shares  before consolidation being consolidated into one (1) common share.  Also
on  December  29, 1992, the authorized capital of the Company was increased from
2,000,000  common  shares  without par value to 20,000,000 common shares without
par  value.

As  of  the  date  hereof,  the  Company has one wholly owned subsidiary, Quotes
Canada  Financial  Network,  Ltd.  ("Quotes  Canada").  Quotes  Canada  was
incorporated  under  the  laws  of  British  Columbia  on August 5, 1998 and was
acquired  by  the  Company  effective  on  November  5,  1999.

<PAGE>

Company  History

From  its  incorporation in 1986 until November, 1999, the Company operated as a
junior  natural  resource  issuer  listed  on  the  Vancouver Stock Exchange and
engaged  in  the exploration and development of mining claims located in Canada.

On  October  30, 1995, the Company entered into an option agreement to acquire a
100%  interest  in  a  lithium  property located in the Wekusko Lake area of the
Province of Manitoba, Canada.  The property consisted of twelve claims, covering
an  area  of  approximately  eight  square  kilometres.  The  Company  expended
approximately  $75,386  on  the  exploration and development of the property. On
October  28, 1999, the Company decided it was no longer economically feasible to
proceed  further  with  the exploration and development of this property and all
mining  claims  in connection with this property were written off, together with
related  deferred  exploration  expenditures.

On  April  29,  1999,  the Company entered into an option agreement (the "Option
Agreement")  to  acquire  a  100%  interest  in a property located in the Dawson
Mining  District of Yukon Territory, Canada (the "Ami Property"), which property
consists  of  42  mineral claims.  The Company expended approximately $21,000 on
the  exploration  and development of the Ami Property.  On January 15, 2000, the
Company decided it was no long economically feasible and did not proceed further
with  the  exploration and development of the Ami Property and all mining claims
in  connection  with  this  property  were  written  off,  together with related
deferred  exploration  expenditures.  By  way  of an Assignment Agreement, dated
January  18, 2000, the Company assigned its rights under the Option Agreement to
H.  Leo  King  and Associates Inc. in consideration of the payment of all future
expenses  in  connection  with  the Ami Propery and the assumption of all of the
Company's  obligations  under  the  Option  Agreement.  As  a  result  of  this
agreement,  the  Company  has  no  further  interest  or  further obligations in
connection  with  the  Ami  Property.

In  connection  with  the  Company's  acquisition of Quotes Canada (as described
below),  the  Company  was  required  to  seek approval from the Vancouver Stock
Exchange  (the  "VSE")  (the  predecessor  to the Canadian Venture Exchange (the
"CDNX"))  because  the  acquisition  constituted  a change of business under the
policies  of  the  VSE.  The  VSE  approved  the  change  of  business  and  the
acquisition  on  November  5,  1999.  The  Company  is  presently engaged in the
business of providing consumer, financial and news information via the internet.
The  Company  changed  its business because mining exploration would not enhance
shareholder  value.

Present  Operations  of  the  Company

Pursuant  to a letter agreement dated June 1, 1999 (the "Acquisition Agreement")
and the receipt of regulatory approval on November 5, 1999, the Company acquired
a  100%  interest  in  Quotes  Canada  in  consideration of a total of $240,000,
consisting  of  a  cash  payment of $50,000 and the issuance of 1,000,000 common
shares  in the capital of the Company at a fair value of $0.19 per share to Paul
Dickson  and  Glen  Dickson  (each  to  receive  50%  of the common shares) (the
"Acquisition  Shares").  A copy of the Acquisition Agreement is attached to this
Registration  Statement  as  an exhibit.  On August 12, 1999, under the terms of
the  Acquisition  Agreement, Paul Dickson and Glen Dickson were appointed to the
Board  of  Directors  of  the  Company.  In

<PAGE>

addition,  each  has  entered  into employment agreements, effective December 1,
1999,  which provide each a salary of $30,000 for 1999 and $42,000 for 2000  for
a minimum two year period.  Each of Paul Dickson and Glen Dickson are to receive
incentive stock options, entitling each of them to purchase not less than 4% (or
such  lower  percentage  as may be accepted by Paul Dickson and Glen Dickson) of
the  issued  and  outstanding  common shares of the Company at the minimum price
permitted by the CDNX for a period of five years from November 5, 1999.  As part
of the Acquisition Agreement, Paul Dickson and Glen Dickson purchased, by way of
private  placement,  160,000  units  (each  unit consisting of one share and one
share  purchase  warrant  with  a  two  year term) at $0.15 per unit for a total
purchase  price  of $12,000 for each of Paul and Glen Dickson.  For more details
regarding  the private placement, see Item 12 ("Options to Purchase Securities")
of  this  Registration Statement.  The Company has determined that the effective
date  of  the  acquisition  was  November  5,  1999.

Quotes  Canada  commenced  services  as an online Internet provider of real-time
stock  market  quotes  and  other  financial  information  from  its  website,
www.quotescanada.com  (the  "Quotes  Canada  Website")  in September, 1998.  The
Quotes  Canada  Website  is  accessible  through  the  Company's  website,
www.earthramp.com  (the  "Company's  Website")  (collectively, the Quotes Canada
Website  and  the  Company's  Website  are  referred  to as the "Websites").  By
December,  1998,  users were able to access real-time stock quotes on the Quotes
Canada  Website at no charge.  As a result, the single web server used by Quotes
Canada  became  overloaded.  At that time, Quotes Canada had only two employees,
Glen  Dickson  and  Paul  Dickson,  and  due to lack of funding and insufficient
advertising  revenue,  in  January,  1999, Quotes Canada switched its originally
free  services  to  a  pay-per-quote  system,  which  reduced  the  number  of
subscribers, thereby allowing Quotes Canada to further develop their operations.
Under  the pay-per-quote system in place at that time, subscribers paid USD$0.03
per  quote.

At  present,  the Company provides a variety of online integrated data streaming
services  through  its Internet portal, the Quotes Canada Website, which has run
successfully  for  over  one  and  one-half  years.  Integrated  data  streaming
services  means  that  internet  users can access data directly on the Company's
Website  without  having  to  link  to another website.  Presently, those online
integrated  data  streaming  services  include:

-     RealTime  Stock  Quotes  for  companies  listed  on the Montreal, Toronto,
Canadian  Venture  and  Canadian  Dealing  Network  Stock  Exchanges.

-     Delayed  Stock  Quotes  for  both  Canadian  and  US  companies.

-     RealTime  / Delayed corporate press releases for Canadian stock and mutual
fund  companies.

-     Historical  financial  data, including an extensive database of historical
US and Canadian stock quotation information used to generate dynamic charts, and
access  to  over  10  years  of  stock  closing  prices.

-     Other  financial  information  in  connection  with  silver, gold, copper,
aluminum  and nickel prices, international currencies, natural gas, gas, oil and
Brent  Crude  Oil

<PAGE>

prices, and major world indices (New York, Nikkei, Hong Kong, etc.) and emerging
world  market  indices  (Korean,  Taiwan,  Brazil,  etc.).

-     Dynamic  Charts  for  presentation  of historical stock price information.
These  charts  can  be customized and can create plots of all market data.  Data
can  be  plotted  back  as  far  as  15  years.

-     Portfolio Tracking which enables users to maintain multiple portfolios for
US  and  Canadian  stocks  and  mutual  funds, through the Company's proprietary
software  program call Portfolio Tracker.  A new version of Portfolio Tracker is
scheduled  to  be  released  during  the  Company's  second  quarter  this year.

-     A  monthly  newsletter  containing  Canadian  and  International  market
information.

-     Links  to  weather  reporting, telephone directories, horoscopes and other
entertainment  related  websites.

-     Links  to  Citizens  Bank,  with access to Citizens Bank's prime interest,
exchange,  mortgage,  term  deposit  and  RRSP  rate  information.  In addition,
several  financial  calculators  are  available,  such  as the currency exchange
calculator,  the loan payment calculator, the mortgage calculator, the net worth
calculator, the term deposit calculator and the RRSP calculator.  Users can also
directly  apply  online for a Citizens Bank bank account, mortgage account, loan
or  Visa  card  on  the  Company's  Website.

-     Links  to  various  auction,  book, gift, sporting goods and other product
related  websites  with  a  customized  search  engine  allowing users to locate
websites  that  sell  particular  products.

-     Online travel reservation and quotation service.  Presently, the Company's
travel  site  is  not  linked  to  another  site.

At  this  time,  the  Company  is  able to offer all of these services, with the
exception  of  its  real-time stock quotes, at no costs to users.  On January 1,
1999,  the  Company  started  to  charge a fee for access to its real-time stock
quotes ($0.03 per quote).  Quotes can be purchased in blocks of 100 ($3.00), 200
($6.00),  300  ($9.00),  400  ($12.00)  or  500  ($15.00).

The  Company  pays  a minimum of $5,000 per month for electronic data feeds from
financial  data  resellers  linked  to various stock exchanges, which fee may be
increased  depending  on  the  volume  of  subscriber  usage.  Once this data is
received  by  the  Company,  it  can  be  interpreted, formatted and bundled for
redistribution  to  its customers.  The Company is able to provide and sell data
to its four business subscribers in almost any format they require.  At present,
the  Company  charges its subscribers between $300 and $3,000 per month for this
custom  service,  depending  on  the  services  and  information  required.  In
connection  with  this  redistribution  of data to its customers, the Company is
able  to  provide  advanced  programming,  for  an  additional  fee, so that the
particular  customer  can  effectively  utilize that data in any manner that the
customer requires.  The Company offers additional programming services involving
in  depth

<PAGE>

customization  not available under the normal package of services such as design
and  website  layout, and data module customization that focuses on the needs of
the  subscriber  in  its particular industry.  This advanced programming service
has  always  been  available.

In  addition,  the  Quotes  Canada  Website  provides  computer  and  software
development  services  including  custom  server configuration, mission-critical
application  development,  database  design  and  implementation,  advanced Cold
Fusion,  C++  and Java application development, high-traffic website hosting and
administration  and  business  to  business  consulting.

On  November  4,  1999,  the  Company  announced  the  initial  launch  of
MoneyChallenge.Com  (the  "MoneyChallenge  Website"),  an  online,  interactive
fantasy investment game (www.moneychallenge.com).  Following the initial launch,
the  Company  decided  to upgrade the performance of the MoneyChallenge Website.
The new code to implement the upgraded website has been completed, and following
installation  of  the  high speed data feed, the Money Challenge Website will be
operational.  The Company anticipates that the full launch of MoneyChallenge.Com
will  take  place  during  August,  2000.  The MoneyChallenge Website will offer
users  the  chance  to  exercise  their investing abilities by trading US stocks
using  $100,000 virtual dollars.  The user with the highest net worth at the end
of  each  month  is  eligible  to  win  cash and prizes for various sponsors and
advertisers.  The  Company  intends to generate revenues from the MoneyChallenge
Website  through  sponsorship, advertising and software licensing.  In addition,
MoneyChallenge.Com  offers an online discussion forum, online investing tips and
Frequently  Asked Questions (FAQs).  The MoneyChallenge Website is not available
to  the  general  public.

On  January  24,  2000,  the  Company  announced  the  launch  of a new website,
www.silentbrowser.com  ("SilentBrowser.Com"),  which  will  enable  web users to
protect  their  privacy  online  with  anonymous  web surfing.  When users visit
websites  without  the  benefit  of  a product like SilentBrowser.Com, they risk
dissemination of personal information (for example address, phone number, credit
card  number) and information about their web surfing habits.  SilentBrowser.Com
acts  as  a  shield  between the user and the sites he or she visits, concealing
confidential  and  personal information.  In addition, SilentBrowser.Com is able
to  block  hostile Internet programs that may be embedded in web pages and which
may damage the user's computer.  At present, SilentBrowser.Com is available as a
free service.  The Company does anticipate that a user fee of $5 - $10 per month
will  be  instituted  by  August,  2000  for  its  business  clients who use the
SilentBrowser  website.

Presently,  Quotes  Canada does not host any retail merchandise directly through
the  Websites,  but  rather  generate  revenue  through  commissions  from sales
generated  by  links  from  the  Websites  to other retailers' websites.  Quotes
Canada  does  not  intend to make these commissions a primary source of revenue.
The  Company  anticipates that subscriptions for its services and advertisements
on  the  Websites  will  generate  the  majority  of  its  revenue.

The  Quotes  Canada  Website  offers a targeted advertising medium for small and
medium-sized  companies  whose customers are interested in finance.  Advertising
banners and sponsorship buttons will be rotated regularly to appear on web pages
hosted by Quotes Canada.  Banners consist of a set size graphical image designed
by  the  advertiser  or  Quotes  Canada,  which  allows  users  to  access  the
advertiser's  website,  products  and  services  by clicking on the banner.  All

<PAGE>

advertising  on  the  Websites  is  currently  arranged  by  ClickThrough.Ca.
Advertising  space  can  be  purchased in the form of impressions or page views.
Advertisers  can check statistics on their advertisements 24 hours per day.  The
cost  of  an advertisement impression for advertisers ranges from $0.01 to $0.06
per  impression  or  page  view  that  the user visits on the Company's website.

Agreements

Quotes  Canada  has recently entered into agreements with other Internet content
providers  and  data  feed  providers  that  either provide direct revenues from
advertising,  sponsorship,  user  fees,  or  commissions  or  indirect  revenues
deriving  from  a  mutually  beneficial  marketing  agreements  in  the  form of
co-branding that will attract internet users to the website of the Company.  All
the  services  described  in  the agreements below are presently provided on the
Company's  Website  or  being  received from other parties except for the Vector
Agreement.  Under  the  agreements  described  below, the Company is required to
make  payments  of  $10,800 over the next 12 months.  The Company presently does
not  have  any barter elements in any of its agreements where revenue is or will
be  recognized.  The  ExactTrade.Com  and  ON24  Inc. agreements are examples of
barter  arrangements.

(a)     ClickThrough.Ca  Marketing  Agreement

On  September  17, 1999, Quotes Canada entered into a one year agreement (with a
one  year  renewal  provision)  with  ClickThrough.Ca, a company specializing in
online  advertising.  Pursuant  to  the  agreement,  ClickThrough.Ca will manage
available  advertising  space  on  the  Quotes  Canada  Website,  by using their
employees,  software  and  computer  servers  to solicit, sell and deploy banner
advertising  on  the  ClickThrough  website  on  behalf  of the Company, thereby
increasing  Quotes Canada's advertising revenues while concurrently bringing new
advertisers  to  the  Quotes  Canada Website.  In consideration of its services,
ClickThrough.Ca will retain between 40% and 50% of the advertising revenues that
are  generated from advertisements on the Quotes Canada Website.  After 9 months
from  the  date  of  this  agreement,  either  party may terminate the agreement
without reason upon 90 days notice.  Furthermore, either party may terminate the
agreement  upon  60  days  notice  of  a  breach  of  the  agreement.

(b)     ON24  Inc.  Marketing  Agreement

On  July 1, 1999, Quotes Canada and ON24 Inc. ("ON24") entered into an agreement
for a one year term.  ON24 is streaming media services company that develops and
distributes  corporate  news  and  information  on  the  Internet.  Under  the
agreement,  Quotes Canada will provide ON24's syndicated newsfeed exclusively on
the  Quotes  Canada  Website.  ON24's  news  content  includes  CEO  interviews,
quarterly  earnings  reports,  company  news, product launches and other related
information targeted to online investors.  In consideration for ON24's services,
Quotes Canada must distribute ON24's news feed in a prime location on the Quotes
Canada  Website.  The  agreement with ON24 does not generate any direct revenues
but  it  helps  to  promote  the  brand name of Quotes Canada.  The agreement is
subject  to  termination by either party upon 30 days notice of a breach of term
of  the  agreement.  In  addition, ON24 has the right to terminate the agreement
upon  receiving  notice  of  any arrangement that Quotes Canada has entered into
with  respect  to  providing  media  content  for  investors.

<PAGE>

(c)     Citizens  Bank  of  Canada

On  August  17,  1999,  Quotes  Canada entered into a Web Linking Agreement with
Citizens Bank of Canada ("Citizens Bank'), an on-line banking company in Canada.
Under  the  Web Linking Agreement, Quotes Canada will provide Citizens Bank with
20  minutes delayed financial data in the form of co-branded stock charts, stock
and  mutual fund quotes and historical stock quotation data.  In this situation,
co-branding means that the Company gets the name of Quotes Canada exposed on the
site  of  Citizens  Bank  and  Citizens Bank gets its name exposed on the Quotes
Canada  site.  Citizens  Bank  will  in  turn provide Quotes Canada with on-line
banking  applications,  mortgage rates, interest rates and other banking related
information,  as  well as a number of financial calculators.  Quotes Canada will
derive  revenues  for  each  approved  bank  account  application,  Visa  card
application,  loan  application  and  mortgage  application, in the form of fees
payable  by  Citizens  Bank  as  follows:

(i)     Approved  Account  Application:  $15

(ii)     Approved  and  Funded  Mortgage  Application:  10 basis points of funds
advanced  pursuant  to  the  Mortgage  Application  (a  one-time  payment, not a
recurring  fee)

(iii)     Approved  Visa  Application:  $15

(iv)     Approved  and  Funded  Loan  Application:  $15

Either  party has the right to terminate the Web Linking Agreement upon five (5)
days  notice  to  the  other  party or upon a material breach of the Web Linking
Agreement  by  either  party.

(d)     InfoSpaceCanada.Com  Agreement

On  August  31,  1999,  Quotes  Canada  entered  into  an  agreement  with
InfoSpaceCanada.Com  ("InfoSpace")  (the "Distribution Agreement"), a specialist
in syndicating new, current event and other informative content through partners
including  Netscape,  Lycos,  the  Wall  Street Journal, Microsoft, CBS and ABC,
among  others.  InfoSpace  is  an  aggregator  and  integrator  of  such content
services  for  syndication  to a broad network of affiliates, including existing
and  emerging Internet portals, destination sites and suppliers of PCs and other
Internet  access devices, such as cellular phones and pagers.  InfoSpace gathers
content  from  multiple sources and integrates it to increase its value, thereby
serving as a single source of value-added content.  Pursuant to the Distribution
Agreement,  InfoSpace  has  granted  Quotes  Canada  the right to include on the
Quotes  Canada  Website links which enable "point and click" access to locations
on  the  InfoSpace websites.  In return, Quotes Canada has granted InfoSpace the
right  to include on the InfoSpace websites links which enable "point and click"
access  to  locations  of the Quotes Canada Website, the right to sell and serve
banner  advertising on its co-branded pages and the right to track the number of
impressions.  As  a result, Quotes Canada will be in a position to offer a range
of  online  information,  including  search  directories, telephone directories,
classified  listings  and  real  estate  listings.  Pursuant to the Distribution
Agreement,  and  commencing October 1, 1999, Quotes Canada pays a monthly fee to
InfoSpace  in  the  amount of $500.  The Distribution Agreement is for a term of
three  years with automatic one year renewal provisions.  Under the Distribution
Agreement,  InfoSpace  will  remit  to  Quotes Canada 30% of advertising revenue

<PAGE>

received  by  Quotes  Canada  for  banner  advertising  on the co-branded pages.
Either  party  may  terminate  the  agreement  upon 90 days notice of a material
breach  of  the  agreement.

(e)     ExactTrade.Com  Marketing  Agreement

On  October  27,  1999,  Quotes  Canada  entered  into  an  agreement  with
ExactTrade.Com,  an  online  Canadian  brokerage  service.  ExactTrade.com  is a
Rampart  Securities,  Inc. company.  Rampart is a full-service investment dealer
based  in  Toronto,  Ontario,  Canada,  with branch offices in Calgary, Alberta,
Canada  and  Fredericton,  New  Brunswick, Canada, and structures and syndicates
underwritings,  private  placements, joint ventures, mergers and acquisitions in
various  industries.  Pursuant  to  the  agreement,  Quotes  Canada will provide
ExactTrade.Com  with  financial  data in the form of stock quotes, stock charts,
most  active  stocks,  historical  data  and  other  related  data services (the
"Data").  In return, the only consideration received by the Company will be that
on  every  page  of  ExactTrade.Com's website utilizing the Data, ExactTrade.Com
will  display a logo (supplied to it by Quotes Canada) hyperlinked to the Quotes
Canada Website.  The agreement is for a term of one year with automatic one year
renewal  terms  unless one party provides 60 days written notice electing to end
the  agreement  at  the  end  of  the  most  current  term.  The  agreement with
ExactTrade  does  not  generate  any  direct  revenues but may generate indirect
revenue  resulting  from  users  going  to  the  Quotes  Canada  website.

(f)     MostActives.Com  Marketing  Agreement

On November 23, 1999, the Company entered into a Co-Branding Agreement for a one
year  term  with  MostActives.Com, an online discount brokerage firm operated by
the Benson York Group in New York.  The Co-Branding Agreement will provide users
of  MostActives.Com  with  the  MoneyChallenge.Com  service,  and  the  Company
anticipates  that  the  Co-Branding  Agreement  will increase the MoneyChallenge
Website  subscriber base, advertising revenues and sponsors.  The MoneyChallenge
Website  will  be  accessible  through the Company's Website and also accessible
through the MostActive website.  Either party may terminate the agreement upon 5
days  notice  of  a  material  breach  of  a  provision  of  the  agreement.

(g)     Agreement  with  Internet  Gateway

Since  June,  1999, the QuotesCanada.Com web server has been located at Internet
Gateway,  whose  address  is  8th Floor - 889 West Pender Street, Vancouver, BC.
The  agreement with Internet Gateway enables the Quotes Canada Website to access
high  speed  Internet  at  affordable  prices.  Internet  Gateway  has  a secure
computer  environment  with  air conditioning and alarmed premises.  The Company
uses  the latest computer software and hardware technology to allow thousands of
users to access the QuotesCanada.Com Website quickly, responsively and reliably.
The  Company  pays a monthly fee of $400 to Internet Gateway for these services.

(h)     Vector  Agreement

On March 28, 2000, Quotes Canada entered into an agreement with Vector Insurance
Network  (Ontario)  Limited  to  offer  online  insurance  quotations  on  the
QuotesCanada.Com  Website.  The  Company  will receive revenues in the form of a
marketing  fee of 1.25% of premiums written and settled for both new and renewal
policies  purchased by users of the Quotes Canada Website.  The agreement may be
terminated  by  Vector  upon  90  days  notice  of  its dissatisfaction with the

<PAGE>

profitability  of  the  program,  or by Quotes Canada upon 90 days notice of its
dissatisfaction  of  Vector's  services and prices.  The term is for three years
with  automatic renewal of one year terms.  The Vector site will be in operation
in  August  2000.

(i)     Global  Securities  Agreement

On  May  23,  2000, the Company entered into an agreement with Global Securities
Corp.  whereby  the Company will provide a package of financial data services to
Global  and Global will pay a fee of $750 per month to the Company.  Global is a
full-service  brokerage  firm  providing  online trading and real-time quotation
services to its internet users.  The term is for one year with automatic renewal
of  one year terms.  Either party may terminate the agreement upon 5 days notice
of  a  material  breach  of  a  provision  of  the  agreement.

Intellectual  Property

The Company has applied for trademark protection in Canada and the United States
for "EarthRamp.Com" and "Quotes Canada Financial Network Inc.".  The Company has
also  made  a  trademark  application  for QuotesCanada.Com" in Canada only.  In
addition,  the  Company  has  secured  the  registration  of  the  domain  names
"Earthramp.Com",  "QuotesCanada.Com",  "MoneyChallenge.com"  and
"SilentBrowser.Com"  with  Network  Solutions,  Inc.  (Internet).

Employees

As  of  the  date  hereof,  the Company currently employs 14 full-time employees
consisting  of  4  management staff members, 7 programmers and 3 administrators.
In  total,  the Company currently pays approximately $736,000 in salaries to its
employees  on  an  annual  basis.

Plan  of  Operation  for  the  Next  12  Months

Quotes  Canada's  current  focus is the creation and distribution of proprietary
finance-related  software  called  Day Trader Pro Streamer ("Day Trader"), which
will  enable  stock  investors  to  easily  access live, real-time, tick by tick
quotations for North American equities.  The Company anticipates that Day Trader
will be available through the Quotes Canada Website during the second quarter of
this  year, at a subscription cost of approximately $20 per month.  By August 1,
2000,  Day  Trader  will  be  expanded  to  provide  live  news streamers to its
subscribers  at  an  additional  cost  of  between  $30  -  $50  per  month.

In  addition,  the Company anticipates that its US and Canadian stock and mutual
fund  discussion forum will be available on the Quotes Canada Website by the end
of  August, 2000.  Subscribers will be able to download the application from the
Quotes  Canada  Website  at  no cost.  In order to raise revenue to support this
discussion  forum,  the  Company  intends to sell advertising at the forum site.

The  Company  will  be  seeking  and  negotiating  additional agreements such as
advertising,  sponsorship,  co-branding,  licensing,  web  linking  and  other
marketing  agreements  with  Internet content providers and data feed providers.
Over the next two months, the Company intends to provide its clients with access
to  valuable  content  and  to  provide  quotations  for  a  broad  range  of

<PAGE>

consumer  products  and  services, at an estimated cost of $500,000 for the next
year.  These  products  and  services  would  include  the  following:

-     Corporate  Capsules  database  of  over  8,500  publicly  traded companies
containing  names,  addresses,  contacts,  phone  numbers and other information;

-     RealTime  US  stock  quotes;

-     Headline  news;

-     Financial  news  for  Canadian  and  US  companies;

-     Home,  life,  business  and automobile insurance quotations (US only); and

-     Automobile  purchase  quotations  (US  only).

The  Company is constantly trying to improve the speed of access, site security,
and  the  aesthetics  of  their  Websites  in  terms  of  minor  modifications.

Research  and  Development

Syndicated  data  is  still  in its infancy, and approximately 24 companies have
been  able to create data sources that are easily integrated into websites.  The
Company's  research  indicates  that  its  competitors are still using primitive
re-distribution  methods.  Many  of  the Company's competitors provide either no
integration tools or tools that require an expert to use.  The Company's methods
of re-distribution use the latest in Internet software technologies to integrate
data  and  receive little or no expert intervention.  Complete automation of the
Quotes  Canada  Website  has  been  achieved  through  the  development  and
implementation  of  software  applications  that  read information from the data
source  and  then  re-format  the  data  in a manner that makes it useful to end
users.  In  January,  2000,  the  Company  was licenced by the Canadian Exchange
Group  to  obtain  and  re-distribute  real-time  stock  quotes.

The  Company  recognized  a need for quality financial tools, a market that sees
continuous  growth,  and  the  Internet  allows  content  providers  such  as
QuotesCanada.Com  the  ability to distribute products and services to the public
at  a  low  cost.

The  Company, through its subsidiary Quotes Canada, has researched and developed
marketable  products  and  services  over  the  past  year,  and  has  expended
approximately  $80,000 in this regard.  Although future research and development
is  dependent  upon market direction, the Company anticipates that it will spend
approximately  $200,000  per  year  on  research  and  development.

Acquisition  of  Equipment

The  Company is currently assessing its equipment needs, and anticipates that it
will  purchase  new  computer  equipment in the form of servers and workstations
over the next 12 months.  The Company expects to spend approximately $150,000 in
upgrading  its  current  equipment  and  purchasing  new  equipment.

<PAGE>

Anticipated  Changes  in  Number  of  Employees

The  Company  is  currently  in  the process of hiring graphic artists, computer
programmers,  marketing  staff  and  sales  staff.  Over the next 12 months, the
Company  intends  to increase staff to 25 employees from 14 with most of the new
employees  being  hired  as  sales and marketing staff.  The Company expects the
total  monthly  cost  of  salaries  to  be  $98,050.

Securities  and  Exchange  Commission's  Public  Reference

Any  member  of  the public may read and copy any materials filed by the Company
with  the  Securities  and  Exchange  Commission (the "SEC") at the SEC's Public
Reference  Room  at 450 Fifth Street, N.W., Washington, D.C. 20549.  Information
on the operation of the Public Reference Room may be obtained by calling the SEC
at  1-800-SEC-0330.  The  SEC maintains an Internet website (http://www.sec.gov)
that  contains  reports, proxy and information statements, and other information
regarding  issuers  that  file  electronically  with  the  SEC.

Forward  Looking  Statements

Much  of  the information included in this Registration Statement includes or is
based  upon  estimates, projections or other "forward-looking statements".  Such
forward  looking  statements  include  any  projections or estimates made by the
Company  and  its  management in connection with its business operations.  While
these forward-looking statements, and any assumptions upon which they are based,
are  made in good faith and reflect the Company's current judgment regarding the
direction  of  its  business,  actual results will almost always vary, sometimes
materially,  from any estimates, predictions, projections, assumptions, or other
future  performance  suggested  herein.

Such  estimates,  projections  or  other  "forward-looking  statements"  involve
various  risks  and  uncertainties  as outlined below.  The Company cautions the
readers  that  important factors in some cases have affected and, in the future,
could  materially  affect  actual  results  and  cause  actual results to differ
materially  from  the  results  expressed  in any such estimates, projections or
other  "forward-looking  statements".

                                  RISK FACTORS

The common shares of the Company are considered speculative due to the nature of
the  Company's  business  and  its  present  stage  of development.  Prospective
investors  should  consider  carefully  the  risk  factors  set  out  below.

Limited  Operating  History

Because  the  Company  changed  its  operations  to  that  of  an Internet-based
technology  company  in  November,  1999,  it has a limited operating history on
which  to  base  an  evaluation  of  its  business and prospects.  The Company's
prospects  must be considered in light of the risks, uncertainties, expenses and
difficulties  frequently  encountered  by  companies  in  their  early stages of
development,  particularly companies in new and rapidly evolving markets similar
to  those faced by the Company.  Some of these risks and uncertainties relate to
the  Company's  ability  to:

<PAGE>

-     attract  and  maintain  a  large  base  of  subscribers  for the Websites,

-     develop  and  introduce  desirable  services  and original content for its
subscribers,

-     establish  and  maintain agreements with content providers, affiliates and
sponsors,

-     establish  and  maintain  agreements  with  advertisers  and  advertising
agencies,

-     respond  effectively  to  competitive  and  technological  developments,

-     build  an  infrastructure  to  support  the  Company's  business,

-     provide  compelling  and  unique  content  to  Internet  users,

-     successfully  market  and  sell  advertising,

-     effectively develop new and maintain existing agreements with advertisers,
content  providers,  business  customers  and  advertising  agencies,

-     continue  to  develop  and  upgrade  the  Company's technology and network
infrastructure,

-     respond  to  competitive  developments,

-     successfully introduce enhancements to the Company's existing products and
services  with  a  view  to  addressing  new  technologies  and  standards,  and

-     attract,  retain  and  motivate  qualified  personnel.

The  Company cannot be sure that it will be successful in addressing these risks
and  uncertainties  and  its  failure  to  do so could have a materially adverse
effect on its financial condition.  In addition, the Company's operating results
are  dependent  to  a  large  degree upon factors outside the Company's control,
including  the  availability  of  compelling  information  and  content  for the
Websites  and  the  continued use of the Internet as a source of financial, news
and  other  information.  There  are  no  assurances  that  the  Company will be
successful  in addressing these risks, and failure to do so may adversely affect
the  Company's  business.

<PAGE>

History  of  Losses

In the past the Company has incurred substantial net losses.  For the year ended
October  31,  1999,  the  Company  incurred net losses of $185,112 and for the 6
months  ended  April  30,  2000  losses  of  $467,775.  The  Company also has an
accumulated  deficit  of $2,061,713 as at April 30, 2000.  The Company's ability
to  generate  any  revenues  is  uncertain.  With  respect to current and future
product and service offerings, the Company expects to significantly increase its
marketing  and  operating  expenses  in an effort to increase its customer base,
enhance  its  brand  image  and  support  its  infrastructure.  In order for the
Company  to  make  a  profit,  it must generate revenue to cover these and other
future  costs.  The  Company may not generate such or any revenue on a quarterly
or  annual  basis  in  the  future.

The  Company's  short and long-term prospects depend upon its ability to attract
both paying subscribers and advertisers to the Websites, to develop its existing
agreements  and  to  generate  new ones with content providers.  The Company has
projected  that  a  significant  portion  of its revenues will be generated from
business-to-business  subscriptions for the Websites (50%), business-to-consumer
subscriptions  (20%),  online-based  services  (10%) and advertising/sponsorship
(20%).  The  Company's  success  is  highly  dependent  on  future revenues from
subscriptions,  services  and advertisements, and the Company may never generate
significant  revenues  if  it  does  not establish a sufficient subscriber base,
brand  image  and  advertising  pool.

Need  for  Additional  Financing

Based  on  its  current  operating  plan,  the  Company anticipates that it will
require additional financing in order to finance its continued operations and to
increase  the  promotion  and  marketing  of  its  products  and  services.

The Company's ability to continue in business depends upon its continued ability
to obtain such additional capital and financing.  There can be no assurance that
any  such  financing  would be available upon terms and conditions acceptable to
the  Company,  if  at  all.  The  inability  to obtain additional financing in a
sufficient  amount  when  needed  and upon acceptable terms and conditions could
have  a material adverse effect upon the Company.  Although the Company believes
that  it  can  raise  financing  sufficient to meet its immediate needs, it will
require funds to finance its development and marketing activities in the future.
There  can  be  no  assurance  that such funds will be available or available on
terms  satisfactory  to  the Company.  If additional funds are raised by issuing
equity securities, further dilution to existing or future shareholders is likely
to result.  If adequate funds are not available on acceptable terms when needed,
the  Company  may  be required to delay, scale back or eliminate its promotional
and  marketing  campaign  or  its development programs.  Inadequate funding also
could  impair  the  Company's  ability  to  compete in the marketplace and could
result  in  its  dissolution.

Limited  Marketing  Experience

The  Company  has  not  incurred any significant advertising, sales or marketing
expenses  to  date.  To  increase awareness of the Company's online products and
services  and  its  Website,  the  Company  expects  to  spend  significantly on
advertising,  sales  and  marketing  in  the future.  If the

<PAGE>

Company's marketing strategy  is  unsuccessful,  it  may not be  able to recover
these  expenses  or  generate  or  increase  its  revenues from operations.  The
Company  will  be  required  to develop a marketing and sales campaign that will
effectively  demonstrate  the  advantages  of  its  services  and products.  The
Company's marketing and selling experience of its  services and products to date
is very limited.  The Company may  also  elect  to  enter  into  agreements with
third parties regarding the promotion or marketing of its products and services.
There can be no assurance that the Company will be able  to  establish  adequate
sales  and  marketing capabilities, that it will be able to enter into marketing
agreements with third parties  on financially acceptable terms or that any third
parties  with  whom  it  enters  into  such  arrangements  will be successful in
marketing and promoting the Company's  services  and  products.

Acceptance  of  the  Company,  its  Products  and  Services

The  Company's success is dependent upon achieving significant market acceptance
of  the Websites and the online products and services offered by the Company, by
Internet consumers, advertisers, affiliates, sponsors and content providers.  It
cannot  guarantee that Internet consumers, advertisers, affiliates, sponsors and
content  providers  will  accept  the  Websites  or  the  Company's products and
services,  or  even  the  Internet,  as a replacement for traditional sources of
financial  data,  travel  information,  entertainment  information,  educational
material,  sports  data and audio/video content.  Market acceptance of real-time
financial  data,  travel  information,  entertainment  information,  educational
material,  sports  data and audio/video content depends upon continued growth in
the  use  of the Internet generally and, in particular, as a source of financial
data,  travel  information,  entertainment  information,  educational  material,
sports  data, URL databases and audio/video content for consumers.  The Internet
may  not  prove  to be a viable channel for these services because of inadequate
development  of necessary infrastructure, such as reliable network backbones, or
complimentary  services,  such as high-speed modems and security procedures, the
implementation  of  competitive  technologies,  government  regulation  or other
reasons.  Failure  to achieve and maintain market acceptance of the Websites and
the  Company's products and services would seriously harm the Company's business
and  its  continued  operations.

Acceptance  of  the Company and its products and services depends on the success
of  its  advertising,  promotional  and  marketing  efforts  and  the ability to
continue  to  provide  high-quality information to its users of its products and
services.  To  increase  awareness  of  its  products  and services, the Company
expects to spend $300,000 on promotion, marketing and advertising in the next 12
months.  If  these  expenses  fail  to  develop  an  awareness  of the Company's
products and services, these expenses may never be recovered and the Company may
never  be  able  to generate future revenues.  In addition, even if awareness of
its  products and services increases, the Company may not be able to increase or
maintain  the  number  of users of the Websites, its products and services.  The
Company  currently  has  an  average  of  40,000  registered  users  for  its
business-to-consumer  subscription  services  and  8  business-to-business
subscribers  of  whom  4  are  paying  a  fee.

Reliance  upon  Technology  and  Computer  Systems

The  markets in which the Company competes are characterized by rapidly changing
technology,  evolving  technological  standards in the industry, the creation of
competing  websites,  frequent

<PAGE>

new products and service offerings and changing consumer demands.  The Company's
future  success  will  depend  on  its  ability to adapt to these changes and to
continuously  improve  the performance, features and reliability of the Websites
and  its  products and services in response to competitive services and products
and  the  evolving  demands  of the marketplace, which it may not be able to do.
Specifically,  the  Company's  ability  to continue its operations in the future
will  depend  on  its  ability  to:

-     provide  current  financial  data  and  news  in  a  timely  fashion,

-     build  and maintain a base of subscribers willing to pay for the Company's
products  and  services,

-     build  a  sufficient  pool  of  advertisers,  and

-     develop  new  products  and  services  to  meet  consumer  demand.

In  addition,  the  widespread  adoption  of  new  internet  telecommunications
technologies  or  other technological changes could require the Company to incur
substantial  expenditures  to  modify  or  adapt its services or infrastructure,
which  might  impact its ability to become or remain profitable.  Any failure by
the  Company  to  anticipate  or  respond rapidly to technological advances, new
products  and  enhancements,  or  changes  in customer requirements could have a
material  adverse  effect  on  the  Company.

The  Quotes Canada Website, and eventually the Company's Website, once expanded,
utilizes  sophisticated  and  specialized  network and computer technology.  The
Company  anticipates  that  it  will  be  necessary to continue to invest in and
develop  new  and  enhanced  technology  on  a  timely  basis  to  maintain  its
competitiveness.  Significant  capital  expenditures may be required to keep its
technology  up  to  date.  Investments  in  technology and future investments in
upgrades  and  enhancements  to software for such technology may not necessarily
maintain  the  Company's  competitiveness.  The  Company's  business  is  highly
dependent upon its computer and software systems, and the temporary or permanent
loss  of  such  equipment or systems, through casualty, operating malfunction or
otherwise,  could  have  a  material  adverse  effect  upon the Company.  If the
Company  cannot  operate  its  website  24  hours a day seven days per week with
limited  interruptions,  its  business  may  be seriously harmed.  The Company's
Websites have been down 6 times, each no longer than 4 hours in duration and due
to  problems  in receiving the data fees from outside sources.  The Websites may
be  required  to  accommodate  a  high  volume of traffic and deliver frequently
updated information.  It may experience slower response times or system failures
due to increased traffic on the Websites or on the Internet.  The Websites users
and members depend on Internet service providers and other website operators for
access  to  the  Websites.  These  providers  and  operators  have  experienced
significant  outages in the past and there can be no assurance that such outages
or  other  problems  will  not  occur  in  the future.  Any interruptions in the
operation  of  the  Websites however caused could have a material adverse effect
upon  the  Company.

Services  based  on  sophisticated software and computer systems often encounter
developmental  delays, and the underlying software may contain undetected errors
that  could  cause system failures when introduced.  Any system error or failure
causing  interruption  in  the  availability  of

<PAGE>

content  or  an increase in response time could result in a loss of potential or
existing  business  services,  users,  advertisers  or content providers, and if
sustained  or repeated, could reduce the attractiveness of the Websites to these
individuals  and  entities.  In  addition,  because  the  Company's  advertising
revenues  will  be  directly linked to the number of advertisements delivered by
the  Company to users, system interruptions that result in the unavailability of
or slow response times to the websites would reduce the number of advertisements
delivered,  thereby  reducing  revenues.

Conversely,  a  sudden,  significant  increase  in traffic to the Websites could
strain  the  capacity  of  the software, hardware and telecommunications systems
utilized  by  the  Company,  possibly leading to slower response times or system
failures.  The  Company's  operations  are  dependent upon the receipt of timely
feeds  from  the content providers, and any failure or delay in the transmission
or  receipt  of  the  feeds  could  disrupt  the  Company's  operations.

Response  to  Technological  Change  May  be  Inadequate

The  Company's  market  is  characterized  by  rapid technological developments,
frequent  new  product  introductions  and  evolving  industry standards. If the
Company fails to respond rapidly to technological developments, its business may
be adversely affected. The emerging character of these products and services and
their  rapid  evolution  will  require  the  Company  to:

1.     effectively  use  leading  technologies;

2.     continue  to  develop  its  technological  expertise;  and

3.     enhance  its  current  services  and continue to improve the performance,
features  and  reliability  of  its  network  infrastructure.

Substantial  Competition

The  Company competes with companies such as Inktomi Corp. (www.inktomi.com) and
iSyndicate, Inc. (www.isyndicate.com), who, like the Company, provide syndicated
data  and  compete  in  the same market.  The primary competitors of the Company
include  Bridge  Systems,  Star  Data, ILX, MAW, SeP and Bloomberg.  The Company
competes  with  these  and  other  numerous  financial  information  providers.

Many  of the Company's competitors are substantially larger than the Company and
have  significantly  greater financial resources and marketing capabilities than
the  Company,  together  with better name recognition.  It is also possible that
new  competitors  may  emerge and acquire significant market share.  Competitors
with  superior resources and capabilities may be able to utilize such advantages
to  market  their  products  and services better, faster and/or cheaper than the
Company.  Increased competition is likely to result in price reductions, reduced
gross  margins  and  loss  of  market  share, any of which could have a material
adverse  effect upon the Company's business, results of operations and financial
condition.  In addition, there can be no assurance that the Company will be able
to  compete  successfully  against  its  present  or  future  competitors.

<PAGE>

The  Company's  ability  to  compete successfully will require it to develop and
maintain  technologically  advanced  products  and  services, attract and retain
highly qualified personnel, obtain a significant customer base, whether alone or
with  third  parties.  There  can  be no assurance that the Company will achieve
these  objectives.  Failure  to  do so would have a materially adverse effect on
its  business,  operating  results  and  financial  condition.  Furthermore, the
Company's  potential  products  and  services,  if  successfully developed, will
compete  directly  with other existing and subsequently developed products using
competing  technologies.  There  can  be  no  assurance  that  the  Company's
competitors  will  not  succeed  in  developing  or  marketing  technologies and
products that are more effective and commercially desirable than those developed
or  marketed  by  the  Company or that would render the Company's technology and
products  non-competitive.  Failure  of  the  Company's  potential  products  to
compete  successfully  with  products  using  competing technologies will have a
material  adverse  effect  on  the  Company's  business,  operating  results and
financial  condition.

Uncertain  Ability  to  Manage  Growth

The  Company's  ability to achieve its planned growth is dependent upon a number
of  factors  including,  but  not  limited  to,  its  ability to hire, train and
assimilate  management  and  other  employees,  the  adequacy  of  the Company's
financial  resources,  the Company's ability to identify and efficiently provide
and  perform  such  new  products  and  services  as the Company's customers may
require  in  the  future and its ability to adapt its own systems to accommodate
its  expanded  operations.  In  addition,  there  can  be  no assurance that the
Company will be able to achieve its planned expansion or that it will be able to
manage  successfully  such  expanded  operations.  Failure to manage anticipated
growth  effectively  and efficiently could have a material adverse effect on the
Company.

Dependence  Upon  Key  Personnel

The  Company  considers  that any of the Company's management team and other key
personnel,  including  J.E.  Charlesworth, Thomas Boychuk. Glen Dickson and Paul
Dickson  (the "Key Personnel"), are vital to the Company's continued operations.
The loss of the services of any of the Key Personnel or other employees, for any
reason,  may  have  a materially adverse effect on the prospects of the Company.
There  can  be  no  assurance in this regard, nor any assurance that the Company
will  be able to find a suitable replacement for such persons.  Furthermore, the
Company  does  not  maintain  "key  man"  life insurance on the lives of the Key
Personnel or any other officers of the Company.  To the extent that the services
of  any of the Key Personnel become unavailable, the Company will be required to
retain  other qualified persons; however, there can be no assurance that it will
be  able  to  employ  qualified  persons  upon  acceptable  terms.

J.E.  Charlesworth  provides  management  services  to  the Company at a rate of
$1,000  per  month,  pursuant  to  an  oral  agreement with the Company.  Thomas
Boychuk also provides the Company, and provides management services and investor
relations  services to the Company at a rate of $2,000 per month, pursuant to an
oral  agreement  with the Company.  The contracts with both Mr. Charlesworth and
Mr.  Boychuk  are  "month to month" and can be terminated by either party on one
months'  notice.

<PAGE>

The  Company's business is labour intensive and places significant importance on
its  ability  to  recruit  and retain technical and professional personnel.  The
success of the Company is therefore dependent upon its ability to identify, hire
and  retain  additional qualified personnel, for whose services the Company will
be  in  competition  with  other  prospective  employers, many of which may have
significantly  greater  resources  than  the  Company.  Additionally, demand for
qualified  personnel  conversant  with  certain  technologies is intense and may
outstrip  supply  as  new  and  additional skills are required to keep pace with
evolving  telecommunications  technology.  There  can  be  no assurance that the
Company  will  be  able  to  hire  and,  if so, retain such additional qualified
personnel.  Failure  to  attract and retain such personnel could have a material
adverse  effect  upon  the  Company.

"Penny  Stock"  Rules  May  Restrict  the  Market  for  the  Company's  Shares

The Company's common shares are subject to rules promulgated by the SEC relating
to  "penny  stocks,"  which  apply to companies whose shares are not traded on a
national  stock  exchange  or on the NASDAQ system, trade at less than $5.00 per
share,  or who do not meet certain other financial requirements specified by the
SEC.  These  rules require brokers who sell "penny stocks" to persons other than
established  customers  and  "accredited  investors"  to  complete  certain
documentation,  make  suitability  inquiries of investors, and provide investors
with  certain  information  concerning  the  risks  of trading in the such penny
stocks.  These  rules  may discourage or restrict the ability of brokers to sell
the  Company's  common  shares  and  may  affect  the  secondary  market for the
Company's common shares.  These rules could also hamper the Company's ability to
raise  funds  in  the  primary  market  for  the  Company's  common  shares.

Government  Regulation

Although there are few laws and regulations directly applicable to the Internet,
it  is likely that new laws and regulations will be adopted in the United States
and  elsewhere governing issues such as music licensing, broadcast license fees,
copyrights,  privacy,  pricing,  sales  taxes and characteristics and quality of
Internet  services.  It is possible that governments will enact legislation that
may  be  applicable  to  the Company in areas such as content, network security,
encryption  and  the  use of key escrow, data and privacy protection, electronic
authentication  or  "digital"  signatures,  illegal  and harmful content, access
charges  and  retransmission  activities.

The  adoption  of  restrictive laws or regulations could slow Internet growth or
expose  the  Company  to  liability  associated  with  content  available on the
Websites.  The  application  of existing laws and regulations governing Internet
issues  such  as  property  ownership,  libel, defamation, content, taxation and
personal  privacy  is  also  uncertain.  The  majority of such laws were adopted
before  the  widespread  use  and  commercialization  of  the Internet and, as a
result,  do  not  contemplate  or  address the unique issues of the Internet and
related  technologies.

Any  new  law  or  regulation  pertaining to the Internet, or the application or
interpretation  of  existing  laws,  could  decrease demand for the Websites and
services,  increase  its  cost  of doing business or otherwise have a materially
adverse  effect  on  its success and continued operations.  Laws and regulations
may  be  adopted  in  the future that address Internet-related issues, including
online content, user privacy, pricing and quality of products and services.  The
growing  popularity  and  use  of  the  Internet  has  burdened  the  existing
telecommunications  infrastructure  in

<PAGE>

many areas, as a result of which local exchange carriers have petitioned the FCC
to  regulate  Internet  service  providers  in a manner similar to long distance
telephone  carriers and to impose access fees on the Internet service providers.
The  Company  cannot guarantee that the United States, Canada or foreign nations
will  not  adopt  legislation  aimed at protecting Internet users' privacy.  Any
such  legislation  could negatively affect the Company's business.  Moreover, it
may  take  years to determine the extent to which existing laws governing issues
like  property  ownership, libel, negligence and personal privacy are applicable
to  the  Internet.

Liability  for  Website  Information  and  Inadequate  Insurance  Coverage

The  Company  may  be  subjected  to  claims  for negligence, copyright, patent,
trademark,  defamation,  indecency  and other legal theories based on the nature
and content of the materials that it broadcasts.  Such claims have been brought,
and sometimes successfully litigated, against Internet content distributors.  In
addition,  the Company could be exposed to liability with respect to the content
or  unauthorized  duplication  or broadcast of content.  The Company's insurance
may  not cover potential claims of this type or may not be adequate to indemnify
it  for  all  liability  that may be imposed.  In addition, although the Company
generally  requires  its  content  providers to indemnify it for such liability,
such indemnification may be inadequate.  Any imposition of liability that is not
covered by insurance, is in excess of insurance coverage or is not covered by an
indemnification  by  a  content  provider  could  adversely affect our business.

Limited  Protection  for  Intellectual  Property

While  the  Company  is investigating the possibilities of patent, copyright and
trademark  registration  and  protection  for its intellectual property, no such
protection  has  yet  been applied for (excepting the domain registration of the
names  "www.earthramp.com"  and  "www.quotescanada.com"  and the application for
trademark registration of the names Earthramp.com Communications Inc. and Quotes
Canada  Financial  Network  Ltd.)  or  granted.  There is no assurance that such
registration or protection will be available, and therefore the Company may have
little  or  no  protection  for its intellectual property assets, comprising the
main  business  assets  of  the  Company.

The Company's financial data, business tools and consumer products and its other
intellectual  property  are  important to the Company's continued operations and
success.  The Company's efforts to protect this intellectual property may not be
adequate.  Unauthorized  parties  may  infringe  upon  or  misappropriate  its
financial  data,  business  tools  and  consumer  products  or other proprietary
information.  In  the future, litigation may be necessary to protect and enforce
the  Company's  intellectual  property  rights  or to determine the validity and
scope  of  its  intellectual property, which could be time consuming and costly.
The  Company  could also be subject to intellectual property infringement claims
as  the  numbers  of  competitors grows.  These claims, even if not meritorious,
could  be  expensive  and  divert  the  Company's  attention  from its continued
operations.  If the Company becomes liable to any third parties for such claims,
it  could be required to pay a substantial damage award or to develop comparable
non-infringing  intellectual  property  and  systems.

<PAGE>

Misappropriation  of  Intellectual  Property

The Company's actions to protect its trademarks and other proprietary rights may
be inadequate. In addition, it is possible that the Company could become subject
to  infringement  actions  based upon content it may license from third parties.
Any  of these claims, with or without merit, could subject the Company to costly
litigation  and  the  diversion  of  its  financial  resources and technical and
management  personnel.  Further,  if such claims are successful, the Company may
be  required to change its trademarks, alter the content of its websites and pay
financial  damages.  Despite  the  Company's  efforts to protect its proprietary
rights  from  unauthorized  use  or disclosure, parties may attempt to disclose,
obtain  or  use  the  Company's  solutions  or  technologies.

If  third  parties prepare and file applications in the United States that claim
trademarks  used  or registered by the Company, it may oppose those applications
and  be  required  to participate in proceedings before the United States Patent
and  Trademark  Office  to  determine priority of rights to the trademark, which
could  result in substantial costs.  An adverse outcome in litigation or privity
proceedings  could  require  the  Company  to license disputed rights from third
parties  or  to cease using such rights.  Any litigation regarding the Company's
proprietary  rights could be costly and divert its attention, result in the loss
of  certain of its proprietary rights, require the Company to seek licenses from
third  parties  and prevent it from selling its services, any one of which could
adversely  affect  the  Company's  business.

Misappropriation  of  Proprietary  Rights

The  Company  may  not  be  able  to prevent misappropriation of its proprietary
information  and  that  agreements  entered  into  for  that  purpose may not be
enforceable.  It might be possible for a third party to copy or otherwise obtain
and  use  the Company's proprietary information without authorization.  The laws
of  some  countries  may afford the Company little or no effective protection of
its  intellectual  property.

Insider  Control  of  Common  Stock

As  of  June  9,  2000,  directors  and  executive  officers  beneficially owned
approximately  46%  of  the  outstanding  Common  Shares.  As  a  result,  these
shareholders,  if  they act as a group, will have a significant influence on all
matters  requiring shareholder approval, including the election of directors and
approval  of  significant  corporate  transactions.  Such  control  may have the
effect  of  delaying  or  preventing  a  change  in  control.

Dependence  Upon  New  and  Continued  Agreements  with  Content  Providers

At  present,  the  Company  has  a  limited  number  of  agreements with content
providers, sponsors and affiliates.  The Company's success depends significantly
on  its ability to maintain these existing agreements and to build new ones with
other  content  providers,  sponsors  and affiliates.  The Company cannot ensure
that  it  will  be  able  to maintain such agreements and continue to obtain the
necessary  content.

The  Company's  future  success  depends  upon its ability to deliver compelling
content  over  via  the  Websites.  The  Company  relies  on third party content
providers  for  compelling  and

<PAGE>

entertaining  content.  The  Company's  ability to maintain and build agreements
with content providers, affiliates and sponsors is critical to its success.  The
Company's agreements with third party content providers, sponsors and affiliates
may  not  be renewed or may be terminated prior to the expiration of their terms
if  the  Company  does  not  fulfil  its  contractual obligations. The Company's
inability to secure licenses from content providers or performance rights or the
termination  of  any  number  of  content provider agreements would decrease the
availability  of content that it can offer users.  Such inability or termination
may  result  in  decreased  traffic  on the Websites and, as a result, decreased
advertising  revenue,  which  could  adversely  affect  the  Company's business.

The  Company's  agreements with all content providers are nonexclusive, and many
of its competitors offer, or could offer, content that is similar to or the same
as  that obtained by the Company from such nonexclusive content providers.  Such
direct  competition  could  adversely  affect  the  Company's  business.

Possible  Volatility  of  Share  Prices

The trading price of the Company's Common Shares has been and may continue to be
subject  to  wide fluctuations.  The stock market in general, and the market for
Internet-related and technology companies in particular, has experienced extreme
price and volume fluctuations that have often been unrelated or disproportionate
to  the  operating  performance  of  such companies.  The trading prices of many
technology  companies'  stocks are at or near historical highs and reflect price
earnings  ratios  substantially  above  historical  levels.  There  can  be  no
assurance that these trading prices and price earnings ratios will be sustained.
These broad market and industry factors may adversely affect the market price of
the  common  shares,  regardless  of  the  Company's  operating  performance.

In  the past, following periods of volatility in the market price of a company's
securities,  securities class-action litigation has often been instituted.  Such
litigation, if instituted, could result in substantial costs for the Company and
a  diversion  of  management's  attention  and  resources.

Limited  Liability  of  Directors,  Officers  and  Others

The Company's articles contain provisions limiting the liability of officers and
directors  of  the  Company  for  all  acts,  receipts,  neglects or defaults of
themselves  and  all other officers or directors of the Company or for any other
loss,  damage  or  expense  happening  to  the Company which shall happen in the
execution  of  the  duties  of  such officers or directors.  Such limitations on
liability  may  reduce  the likelihood of derivative litigation against officers
and  directors  of  the  Company  and  may  discourage  or  deter  the Company's
shareholders  from  suing  officers  and  directors  of  the  Company based upon
breaches  of  their duties to the Company, though such an action, if successful,
might  otherwise  benefit  the  Company  and  its  shareholders.

Future  Dilution

The  Company's  constating documents authorize the issuance of 20,000,000 common
shares.  In  the event the Company is required to issue additional common shares
or  determines  to  enter into private placements to raise financing through the
sale  of  equity  securities,  investors'  interests  in

<PAGE>

the  Company will be diluted and investors may suffer dilution in their net book
value  per  share  depending on the price at which such securities are sold.  If
the  Company  does  issue  any  such additional shares, such issuances also will
cause  a  reduction in the proportionate ownership and voting power of all other
shareholders.  Further,  any  such issuance may result in a change of control of
the  Company.  Moreover,  the  Company  may  seek  authorization to increase the
number  of  its  authorized  shares.

Anti-Takeover  Provisions

At  the  present  time,  the  Company's  Board  of Directors has not adopted any
shareholder  rights  plan  or  any  anti-takeover  provisions  in  its Articles.
Without  any  anti-takeover provisions, there is no deterrent for a take-over of
the  Company,  which  may  result in a change of management and directors of the
Company.

ITEM  2     DESCRIPTION  OF  PROPERTY

The Company's executive office is located at Suite 601 - 889 West Pender Street,
Vancouver, British Columbia, V6C 3B2 (the "Premises").  Through its wholly owned
subsidiary,  Quotes  Canada,  the  Company has entered into a lease agreement to
lease  the  Premises, which is approximately 2414 square feet in size, at a base
rent  of  $26,544  per  year (monthly instalments of $2,212), plus the Company's
proportionate  share  of  building  and office operating costs and municipal tax
costs.  The  lease  is  scheduled  to commence on April 1, 2000 for a three year
term ending March 31, 2003; however, the Company took possession of the Premises
on January 17, 2000 on a rent-free basis until April 1, 2000.  The Premises will
house  all  of  the  Company's  executive  and  administrative  offices.

ITEM  3     LEGAL  PROCEEDINGS

There are no pending legal proceedings to which the Company or its subsidiary is
a  party or of which any of their respective property is the subject.  There are
no  legal proceedings to which any director, officer or affiliate of the Company
or  its  subsidiary, or any associate of any such director, officer or affiliate
of  the  Company or its subsidiary is a party or has a material interest adverse
to  the  Company  or  its  subsidiaries.

ITEM  4     CONTROL  OF  THE  COMPANY

To  the  best  of  the  Company's  knowledge,  the  Company  is  not directly or
indirectly  owned  or  controlled  by  another  corporation  or  by  any foreign
government.

To  the  best of the Company's knowledge, other than those persons listed below,
no  person  beneficially owns more than 10% of any class of the Company's voting
securities.  There  were  9,252,342  common  shares issued and outstanding as of
July  21,  2000.  The  following  table  sets  forth, as of the date hereof: (1)
persons  known  to  the  Company  to  be the owner of more than ten (10%) of the
Company's  common  shares;  and  (2) the total amount of Company's common shares
beneficially  owned  by  the  officers  and directors of the Company as a group.

<PAGE>

<TABLE>
<CAPTION>



NAME                    IDENTITY OF PERSON
                             OR GROUP       AMOUNT OWNED (2)  PERCENT OF CLASS (1)
                        ------------------  ----------------  --------------------
<S>                     <C>                 <C>               <C>

Paul Edward Dickson. .     10% shareholder         1,022,500                 11.1%
                        ------------------  ----------------  --------------------
Glen Alexander Dickson     10% shareholder         1,022,500                 11.1%
                        ------------------  ----------------  --------------------
Thomas J. Boychuk. . .     10% shareholder           955,323                 10.3%
                        ------------------  ----------------  --------------------
Kurt Marty . . . . . .     10% shareholder         1,270,000                 13.8%
                        ------------------  ----------------  --------------------
Rhein Investors AG . .     10% shareholder         1,000,000                 10.8%
                        ------------------  ----------------  --------------------
Officers and Directors  N/A                        4,270,823                 46.2%
----------------------  ------------------  ----------------  --------------------
<FN>

     (1)     There  were 9,252,342 common shares issued and outstanding as of July
21,  2000.

     (2)     The  Company  believes  that  all  persons  hold  legal title and has
             no knowledge  of  actual  ownership.
</TABLE>

There are no arrangements, known to the Company, the operation of which may at a
subsequent  date  result  in  a  change  in  the  control  of  the  Company.

ITEM  5     NATURE  OF  TRADING  MARKET

The Company's common shares trade on the Canadian Venture Exchange (formerly the
Vancouver  Stock  Exchange  ("CDNX").  The Company's symbol is ERA and its CUSIP
number  is  27032X102.  The  Company's  registrar  and transfer agent is Pacific
Corporate  Trust,  Suite  830  -  625  Howe Street, Vancouver, British Columbia,
Canada  (telephone  (604)  689-9853,  facsimile  (604)  689-8144).

The  Company  has  no  established  trading  market  in  the  United  States.

The  high  and  low  trades  on  the  CDNX  (formerly  the  VSE) for the periods
referenced  below  were  as  follows:

<TABLE>
<CAPTION>




QUARTER ENDED      HIGH    LOW    VOLUME
-----------------  -----  -----  ---------
<S>                <C>    <C>    <C>

April 30, 1997. .  $0.55  $0.24    397,167
                   -----  -----  ---------
July 31, 1997 . .  $0.45  $0.13    360,701
                   -----  -----  ---------
October 31, 1997.  $0.20  $0.14     77,100
                   -----  -----  ---------
January 31, 1998.  $0.16  $0.11    122,000
                   -----  -----  ---------
April 30, 1998. .  $0.20  $0.11     62,400
                   -----  -----  ---------

<PAGE>

July 31, 1998 . .  $0.15  $0.11     38,100
                   -----  -----  ---------
October 31, 1998.  $0.06  $0.04     11,295
                   -----  -----  ---------
January 31, 1999.  $0.08  $0.05     26,700
                   -----  -----  ---------
April 30, 1999. .  $0.12  $0.04     30,800
                   -----  -----  ---------
July 31, 1999 . .  $0.50  $0.15    434,750
                   -----  -----  ---------
October 31, 1999.  $0.80  $0.21  3,117,450
                   -----  -----  ---------
December 31, 1999  $0.80  $0.35  1,054,500
                   -----  -----  ---------
March 31, 2000. .  $4.99  $0.55  3,918,397
                   -----  -----  ---------
June 30, 2000 . .  $2.95  $1.80    906,520
-----------------  -----  -----  ---------
</TABLE>

As  of  July  21,  2000, the closing price of the Company's common shares on the
CDNX  was  $2.10.

As  of  June  9, 2000, the registrar and transfer agent for the Company reported
that there were 9,232,342 common shares issued and outstanding.  Of those common
shares  issued  and  outstanding,  7,531,087  common  shares  were registered to
Canadian  residents  (34  shareholders), 62,255 common shares were registered to
residents of the United States (4 shareholders) and 1,639,000 common shares were
registered  to  residents  of  other  foreign  countries  (3  shareholders).

ITEM  6     EXCHANGE  CONTROLS  AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS

There  are  no  government laws, decrees or regulations in Canada which restrict
the  export  or  import  of capital or which affect the remittance of dividends,
interest  or  other  payments  to  non-resident  holders of the Company's common
shares.  Any  remittances  of  dividends to United States residents and to other
non-residents  are,  however,  subject  to  withholding  tax.  See  "ITEM  7  -
TAXATION".

Except  as provided in the Investment Canada Act, there are no limitations under
the  applicable  laws  of  Canada  or  by  the  charter  of the Company or other
constituent  documents of the Company on the right of foreigners to hold or vote
common  shares  or  other  securities  of  the  Company.

The Investment Canada Act will prohibit implementation, or if necessary, require
divestiture of an investment deemed "reviewable" under the Investment Canada Act
by  an investor that is not a "Canadian" as defined in the Investment Canada Act
(a  "non-Canadian"),  unless  after  review  the  Minister  responsible  for the
Investment  Canada  Act  ("the  Minister")  is  satisfied  that the "reviewable"
investment  is  likely  to be of net benefit to Canada.  An investment in common
shares  of the Company by a non-Canadian (other than an "American" as defined in
the  Investment  Canada Act) would be reviewable under the Investment Canada Act
if  it  was an investment to acquire control of the Company and the value of the
assets  of  the  Company  was $5 million or more.  A non-Canadian (other than an
American)  would be deemed to acquire control of the Company for the purposes of
the  Investment  Canada  Act  if  the  non-Canadian  acquired  a

<PAGE>

majority  of  the  outstanding  common  shares  of  the  Company (or less than a
majority  but  controlled the Company in fact through the ownership of one-third
or  more  of  the  outstanding  common shares of the Company) unless it could be
established  that, on the acquisition, the Company was not controlled in fact by
the  acquirer through the ownership of such common shares.  Certain transactions
in relation to the Company's common shares would be exempt from review under the
Investment  Canada  Act,  including,  among  others,  the  following:

     1.     acquisition  of  common shares by a person in the ordinary course of
that  person's  business  as  a  trader  or  dealer  in  securities;

     2.     acquisition  of  control  of  the  Company  in  connection  with the
realization of security granted for a loan or other financial assistance and not
for  any  purpose  related  to  the provisions of the Investment Canada Act; and

     3.     acquisition  of control of the Company by reason of an amalgamation,
merger,  consolidation  or corporate reorganization following which the ultimate
direct  or  indirect  control  of  the  Company, through the ownership of voting
interests,  remains  unchanged.

The  Investment  Canada  Act  was  amended  with  the  World  Trade Organization
Agreement  to  provide  for  special  review  thresholds  for "WTO Investors" of
countries belonging to the World Trade Organization, among others, nationals and
permanent  residents (including "WTO Investor controlled entities" as defined in
the  Investment  Canada  Act).  Under  the Investment Canada Act, as amended, an
investment  in  the Company's common shares by WTO Investors would be reviewable
only  if it was an investment to acquire control of the Company and the value of
the  assets  of the Company was equal to or greater than a specified amount (the
"Review  Threshold"), which is published by the Minister after its determination
for any particular year.  The Review Threshold is currently $192 million for the
year  2000.

ITEM  7          TAXATION

CANADIAN  FEDERAL  INCOME  TAXATION

The  Company considers that the following summary fairly describes the principal
Canadian federal income tax consequences applicable to a holder of common shares
of the Company who at all material times deals at arm's length with the Company,
who  holds  all common shares as capital property, who is resident in the United
States, who is not a resident of Canada and who does not use or hold, and is not
deemed  to  use  or  hold,  his  common shares of the Company in connection with
carrying  on a business in Canada (a "non-resident holder").  It is assumed that
the  common shares will at all material times be listed on a stock exchange that
is  prescribed  for  purposes  of  the  Income  Tax Act (Canada) (the "ITA") and
regulations  thereunder.

This  summary  is  based upon the current provisions of the ITA, the regulations
thereunder,  the Canada-United States Tax Convention as amended by the Protocols
thereto  (the  "Treaty")  as  at  the date of the registration statement and the
currently  publicly  announced  administrative and assessing policies of Revenue
Canada.  This  summary does not take into account Canadian provincial income tax
consequences.  This  description  is  not  exhaustive  of  all possible Canadian
federal income tax consequences and does not take into account or anticipate any
changes  in  law, whether by legislative, governmental or judicial action.  This
summary  does,  however,  take  into

<PAGE>

account  all  specific  proposals  to  amend the ITA and regulations thereunder,
publicly  announced  by  the  Government  of  Canada  to  the  date  hereof.

THIS  SUMMARY  DOES NOT ADDRESS POTENTIAL TAX EFFECTS RELEVANT TO THE COMPANY OR
THOSE  TAX  CONSIDERATIONS  THAT  DEPEND  UPON  CIRCUMSTANCES  SPECIFIC  TO EACH
INVESTOR.  ACCORDINGLY,  HOLDERS AND PROSPECTIVE HOLDERS OF COMMON SHARES OF THE
COMPANY  SHOULD  CONSULT  WITH THEIR OWN TAX ADVISORS WITH RESPECT TO THE INCOME
TAX CONSEQUENCES TO THEM OF PURCHASING, OWNING AND DISPOSING OF COMMON SHARES OF
THE  COMPANY.

DIVIDENDS

The  ITA  provides that dividends and other distributions deemed to be dividends
paid  or  deemed  to  be  paid  by  a Canadian resident corporation (such as the
Company)  to  a  non-resident  of  Canada  shall  be  subject  to a non-resident
withholding  tax  equal  to  25%  of  the gross amount of the dividend of deemed
dividend.  Provisions  in  the  ITA  relating  to  dividend  and deemed dividend
payments  to and gains realized by non-residents of Canada, who are residents of
the  United  States,  are  subject  to  the  Treaty.  The  Treaty may reduce the
withholding  tax  rate  on  dividends  as  discussed  below.

Article  X  of  the  Treaty  as  amended  by  the US-Canada Protocol ratified on
November  9,  1995  provides  a  5% withholding tax on gross dividends or deemed
dividends  paid  to a United States corporation which beneficially owns at least
10%  of  the  voting  stock  of the Company paying the dividend.  In cases where
dividends or deemed dividends are paid to a United States resident (other than a
corporation)  or  a  United States corporation which beneficially owns less than
10%  of  the voting stock of the Company, a withholding tax of 15% is imposed on
the  gross  amount of the dividend or deemed dividend paid.  The Company will be
required  to  withhold any such tax from the dividend and remit the tax directly
to  Revenue  Canada  for  the  account  of  the  investor.

The  reduction  in withholding tax from 25%, pursuant to the Treaty, will not be
available:

(a)     if  the shares in respect of which the dividends are paid formed part of
the  business  property or were otherwise effectively connected with a permanent
establishment  or  fixed base that the holder has or had in Canada within the 12
months  preceding  the  disposition,  or

(b)     the  holder  is  a  U.S.  LLC  which  is  not subject to tax in the U.S.

The  Treaty  generally  exempts  from  Canadian  income  tax dividends paid to a
religious, scientific, literary, educational or charitable organization or to an
organization exclusively administering a pension, retirement or employee benefit
fund  or  plan,  if  the organization is resident in the U.S. and is exempt from
income  tax  under  the  laws  of  the  U.S.

CAPITAL  GAINS

A  non-resident  holder  is  not  subject  to  tax under the ITA in respect of a
capital  gain realized upon the disposition of a share of the Company unless the
share  represents "taxable Canadian property" to the holder thereof.  The Common
shares  of  the  Company  will  be  considered  taxable  Canadian  property to a
non-resident  holder  only  if-.

<PAGE>

(a)     the  non-resident  holder;

(b)     persons  with whom the non-resident holder did not deal at arm's length-
or

(c)     the  non-resident  holder and persons with whom he did not deal at arm's
length,

owned  not  less  than  25%  of  the issued shares of any class or series of the
Company  at  any time during the five year period preceding the disposition.  In
the  case  of  a  non-resident  holder  to  whom shares of the Company represent
taxable  Canadian property and who is resident in the United States, no Canadian
taxes  will  generally  be  payable on a capital gain realized on such shares by
reason  of  the  Treaty  unless:

(a)     the  value  of  such  shares  is  derived principally from real property
(including  resource  property)  situated  in  Canada,

(b)     they  formed part of the business property or were otherwise effectively
connected  with  a  permanent establishment or fixed base that the holder has or
bad  in  Canada  within  the  12  months  preceding  the  disposition,  or

(c)     the  holder  is  a  U.S.  LLC  which  is  not subject to tax in the U.S.

If  subject  to  Canadian tax on such a disposition, the taxpayer's capital gain
(or  capital  loss)  from  a  disposition  is the amount by which the taxpayer's
proceeds  of  disposition  exceed  (or  are  exceeded  by)  the aggregate of the
taxpayer's  adjusted  cost  base  of  the  shares  and  reasonable  expenses  of
disposition.  For  Canadian  income  tax purposes, the "taxable capital gain" is
equal  to  three  quarters  of  the  capital  gain.

UNITED  STATES  FEDERAL  INCOME  TAXATION

The  following  is a discussion of the material United States Federal income tax
consequences,  under current law, applicable to a U.S. Holder (as defined below)
of  common  shares of the Company who holds such shares as capital assets.  This
discussion  does not address all potentially relevant Federal income tax matters
and  it  does  not  address  consequences peculiar to persons subject to special
provisions  of Federal income tax law, such as those described below as excluded
from  the  definition  of  a U.S. Holder.  In addition, this discussion does not
cover  any  state,  local,  or  foreign tax consequences. (See "Canadian Federal
Income  Tax  Consequences"  above.)

The  following  discussion  is  based  on  the Internal Revenue Code of 1986, as
amended  (the  "Code"), Treasury Regulations, published Internal Revenue Service
("IRS")  rulings,  published  administrative  positions  of  the  IRS  and court
decisions that are currently applicable, any or all of which could be materially
and  adversely  changed,  possibly  on  a  retroactive  basis,  at any time.  In
addition,  this discussion does not consider the potential effects, both adverse
and beneficial, of any recently proposed legislation which, if enacted, could be
applied,  possibly  on  a  retroactive  basis,  at  any  time.

THE  DISCUSSION  BELOW  DOES  NOT  ADDRESS POTENTIAL TAX EFFECTS RELEVANT TO THE
COMPANY  OR  THOSE TAX CONSIDERATIONS THAT DEPEND UPON CIRCUMSTANCES SPECIFIC TO
EACH  INVESTOR.  IN

<PAGE>

ADDITION,  THIS  DISCUSSION  DOES  NOT  ADDRESS THE TAX CONSEQUENCES THAT MAY BE
RELEVANT TO PARTICULAR INVESTORS SUBJECT TO SPECIAL TREATMENT UNDER CERTAIN U.S.
FEDERAL  INCOME  TAX  LAWS, SUCH AS, DEALERS IN SECURITIES, TAX-EXEMPT ENTITIES,
BANKS, INSURANCE COMPANIES AND NON-U.S. HOLDERS.  PURCHASERS OF THE COMMON STOCK
SHOULD  THEREFORE SATISFY THEMSELVES AS TO THE OVERALL TAX CONSEQUENCES OF THEIR
OWNERSHIP  OF  THE  COMMON  STOCK,  INCLUDING  THE  STATE, LOCAL AND FOREIGN TAX
CONSEQUENCES  THEREOF  (WHICH ARE NOT REVIEWED HEREIN), AND SHOULD CONSULT THEIR
OWN  TAX  ADVISORS  WITH  RESPECT  TO  THEIR  PARTICULAR  CIRCUMSTANCES.

U.S.  HOLDERS

As used herein, a "U.S. Holder" includes a beneficial holder of common shares of
the  Company who is a citizen or resident of the United States, a corporation or
partnership created or organized in or under the laws of the United States or of
any  political  subdivision  thereof,  any trust if either a US court is able to
exercise primary supervision over the administration of the trust or one or more
US persons have the authority to control all substantial decisions of the trust,
any entity which is taxable as a corporation for U.S. tax purposes and any other
person  or entity whose ownership of common shares of the Company is effectively
connected  with the conduct of a trade or business in the United States.  A U.S.
Holder  does not include persons subject to special provisions of Federal income
tax law, such as tax-exempt organizations, qualified retirement plans, financial
institutions,  insurance  companies,  real  estate  investment trusts, regulated
investment  companies, broker-dealers, non-resident alien individuals or foreign
corporations  whose  ownership  of  the  common  shares  of  the  Company is not
effectively  connected  with  the  conduct  of a trade or business in the United
States  and  shareholders  who  acquired  their  shares  through the exercise of
employee  stock  options  or  otherwise  as  compensation.

DIVIDEND  DISTRIBUTION  ON  SHARES  OF  THE  COMPANY

U.S. Holders receiving dividend distributions (including constructive dividends)
with  respect  to  the  common  shares of the Company are required to include in
gross  income  for United States Federal income tax purposes the gross amount of
such  distributions  to  the  extent that the Company has current or accumulated
earnings  and  profits,  without  reduction for any Canadian income tax withheld
from  such  distributions.  Such Canadian tax withheld may be deducted or may be
credited  against  actual  tax payable, subject to certain limitations and other
complex  rules,  against the U.S. Holder's United States Federal taxable income.
See "Foreign Tax Credit" below.  To the extent that distributions exceed current
or  accumulated  earnings and profits of the Company, they will be treated first
as  a  return  of capital to the extent of the shareholder's basis in the common
shares  of  the  Company and thereafter as gain from the sale or exchange of the
common  shares of the Company.  Preferential tax rates for net long term capital
gains  may  be  applicable  to  a  U.S. Holder which is an individual, estate or
trust.
In  general,  dividends  paid  on  the  common shares of the Company will not be
eligible for the dividends received deduction provided to corporations receiving
dividends  from  certain  United  States  corporations.

FOREIGN  TAX  CREDIT

<PAGE>

A  U.S.  Holder  who  pays (or who has had withheld from distributions) Canadian
income tax with respect to the ownership of the common shares of the Company may
be  entitled, at the election of the U.S. Holder, to either a deduction or a tax
credit  for  such  foreign  tax  paid  or  withheld.  This election is made on a
year-by-year basis and generally applies to all foreign income taxes paid by (or
withheld  from)  the  U.S.  Holder  during that year.  There are significant and
complex  limitations  which  apply  to  the  credit,  among which is the general
limitation  that  the  credit  cannot exceed the proportionate share of the U.S.
Holder's  United  States  income  tax  liability  that the U.S. Holder's foreign
source income bears to his or its world-wide taxable income.  In determining the
application  of  this limitation, the various items of income and deduction must
be  classified  into  foreign and domestic sources.  Complex rules govern income
such  as  "passive income", "high withholding tax interest", "financial services
income",  "shipping income" and certain other classifications of income.  A U.S.
Holder  who  is treated as a domestic U.S. corporation owning 10% or more of the
voting stock of the Company is also entitled to a deemed paid foreign tax credit
in  certain  circumstances for the underlying foreign tax of the Company related
to  dividends  received  or Subpart F income received from the Company. (See the
discussion  below  of Controlled Foreign Corporations).  The availability of the
foreign  tax  credit  and  the application of the limitations on the foreign tax
credit  are  fact  specific  and  holders  and prospective holders of the common
shares  of  the  Company  should  consult their own tax advisors regarding their
individual  circumstances.

DISPOSITION  OF  COMMON  SHARES

If a "U.S. Holder" is holding shares as a capital asset, a gain or loss realized
on  a  sale of the common shares of the Company will generally be a capital gain
or  loss,  and will be long-term if the shareholder has a holding period of more
than  one  year.  However,  gains realized upon sale of the common shares of the
Company  may, under certain circumstances, be treated as ordinary income, if the
Company  were determined to be a "collapsible corporation" within the meaning of
Code  Section  341  based on the facts in existence on the date of the sale (See
below  for definition of "collapsible corporation").  The amount of gain or loss
recognized  by  a selling U.S. Holder will be measured by the difference between
(i)  the amount realized on the sale and (ii) his tax basis in the common shares
of  the  Company.  U.S.  Holders  who are individuals may offset up to $3,000 of
ordinary  income per year ($1,500 for married individuals filing separately) and
may  carryover  unused  capital  losses  to  offset  capital  gains  realized in
subsequent  years.  For  U.S.  Holders  which  are  corporations  (other  than
corporations subject to Subchapter S of the Code), any unused capital losses may
only  be  carried  back three and forward five years from the year in which such
losses  are  realized.

A  "collapsible  corporation"  is  a  corporation  that  is  formed  or  availed
principally  to manufacture, construct, produce, or purchase prescribed types or
property that the corporation holds for less than three years and that generally
would  produce  ordinary  income  on  its  disposition,  with  a  view  to  the
stockholders  selling  or  exchanging their stock and thus realizing gain before
the  corporation  realizes  two  thirds of the taxable income to be derived from
prescribed  property.  Prescribed  property  includes:  stock  in  trade  and
inventory;  property held primarily for sale to customers in the ordinary course
of business; unrealized receivables or fees, consisting of rights to payment for
noncapital  assets  delivered  or to be delivered, or services rendered or to be
rendered  to  the  extent  not  previously  included  in  income,  but excluding
receivables  from  selling property that is not prescribed; and property gain on
the  sale  of  which  is  subject  to  the  capital

<PAGE>

gain/ordinary  loss  rule.  Generally,  a  shareholder  who  owns  directly  or
indirectly  5  percent  or  less of the outstanding stock of the corporation may
treat  gain  on  the  sale  of  his  shares  as  capital  gain.

OTHER  CONSIDERATIONS  FOR  U.S.  HOLDERS

In  the  following  circumstances, the above sections of this discussion may not
describe  the  United  States Federal income tax consequences resulting from the
holding  and  disposition of common shares of the Registrant.  Management of the
Company  is  of  the opinion that there is little, if not, any likelihood of the
Company being deemed a "Foreign Personal Holding Company", a "Foreign Investment
Company"  or  a  "Controlled  Foreign Corporation" (each as defined below) under
current  and  anticipated  conditions.

FOREIGN  PERSONAL  HOLDING  COMPANY

If  at any time during a taxable year more than 50% of the total combined voting
power  or  the  total  value  of  the  Registrant's outstanding shares is owned,
actually  or  constructively,  by  five or fewer individuals who are citizens or
residents  of the United States and 60% or more of the Registrant's gross income
for  such  year  was  derived from certain passive sources (e.g., from dividends
received  from  its subsidiaries), the Registrant would be treated as a "foreign
personal  holding  company." In that event, U.S. Holders that hold common shares
of  the  Registrant  would  be required to include in income for such year their
allocable  portion  of  the  Registrant's  passive  income which would have been
treated  as  a  dividend  had  that  passive  income  actually been distributed.

FOREIGN  INVESTMENT  COMPANY

If  50%  or more of the combined voting power or total value of the Registrant's
outstanding  shares  are  held,  actually  or  constructively,  by  citizens  or
residents  of  the  United  States,  United  States  domestic  partnerships  or
corporations,  or  estates  or  trusts  other than foreign estates or trusts (as
defined  by  the  Code  Section  7701(a)(31)), and the Registrant is found to be
engaged  primarily  in  the  business  of  investing, reinvesting, or trading in
securities,  commodities,  or  any  interest  therein,  it  is possible that the
Registrant  might  be  treated  as  a "foreign investment company" as defined in
Section  1246  of  the  Code, causing all or part of any gain realized by a U.S.
Holder  selling  or  exchanging common shares of the Registrant to be treated as
ordinary  income  rather  than  capital  gains.

PASSIVE  FOREIGN  INVESTMENT  COMPANY

A  U.S. Holder who holds stock in a foreign corporation during any year in which
such  corporation  qualifies as a passive foreign investment company ("PFIC") is
subject to U.S. federal income taxation of that foreign corporation under one of
two  alternative  tax  methods  at  the  election  of  each  such  U.S.  Holder.

Section  1297  of the Code defines a PFIC as a corporation that is not formed in
the United States and, for any taxable year, either (i) 75% or more of its gross
income is "passive income," which includes interest, dividends and certain rents
and  royalties or (ii) the average percentage, by value (or, if the company is a
controlled  foreign  corporation  or  makes  an  election,  adjusted  tax

<PAGE>

basis),  of  its  assets that produce or are held for the production of "passive
income"  is  50%  or  more.  For  taxable  years of U.S. persons beginning after
December  31,  1997,  and  for  tax years of foreign corporations ending with or
within  such  tax  years, the Taxpayer Relief Act of 1997 provides that publicly
traded corporations must apply this test on a fair market value basis only.  The
Registrant  believes  that  it  is  a  PFIC.

As  a  PFIC, each U. S. Holder must determine under which of the alternative tax
methods  it wishes to be taxed.  Under one method, a U.S. Holder who elects in a
timely  manner  to treat the Registrant as a Qualified Electing Fund ("QEF"), as
defined  in the Code, (an "Electing U.S. Holder") will be subject, under Section
1293  of  the  Code, to current federal income tax for any taxable year in which
the  Registrant's  qualifies as a PFIC on his pro-rata share of the Registrant's
(i)  "net  capital  gain"  (the  excess  of  net long-term capital gain over net
short-term  capital  loss), which will be taxed as long-term capital gain to the
Electing  U.S.  Holder  and (ii) "ordinary earnings" (the excess of earnings and
profits  over  net  capital gain), which will be taxed as ordinary income to the
Electing  U.S. Holder, in each case, for the U.S. Holder's taxable year in which
(or  with  which)  the  Registrant taxable year ends, regardless of whether such
amounts  are  actually  distributed.  Such an election, once made shall apply to
all  subsequent  years  unless  revoked  with  the  consent  of  the  IRS.

A  QEF  election also allows the Electing U.S. Holder to (i) generally treat any
gain  realized on the disposition of his common shares (or deemed to be realized
on the pledge of his common shares) as capital gain; (ii) treat his share of the
Registrant's  net  capital  gain,  if  any, as long-term capital gain instead of
ordinary  income,  and  (iii)  either avoid interest charges resulting from PFIC
status  altogether  (see discussion of interest charge below), or make an annual
election,  subject  to certain limitations, to defer payment of current taxes on
his  share  of  the  Registrant's  annual realized net capital gain and ordinary
earnings  subject,  however, to an interest charge.  If the Electing U.S. Holder
is  an  individual,  such  an  interest  charge  would  be  not  deductible.

The  procedure  a  U.S. Holder must comply with in making an timely QEF election
will  depend  on  whether the year of the election is the first year in the U.S.
Holder's  holding  period in which the Registrant is a PFIC.  If the U.S. Holder
makes  a QEF election in such first year, (sometimes referred to as a "Pedigreed
QEF  Election"), then the U.S. Holder may make the QEF election by simply filing
the  appropriate  documents at the time the U.S. Holder files its tax return for
such  first  year.  If,  however,  the Registrant qualified as a PFIC in a prior
year, then the U.S. Holder may make an "Unpedigreed QEF Election" by recognizing
as  an  "excess  distribution"  (i)  under  the rules of Section 1291 (discussed
below),  any  gain that he would otherwise recognize if the U.S. Holder sold his
stock on the qualification date (Deemed Sale Election) or (ii) if the Registrant
is  a controlled foreign corporation ("CFC"), the Holder's pro rata share of the
corporation's  earnings  and  profits  (Deemed  Dividend  Election)  (But  see
"Elimination  of  Overlap  Between  Subpart  F Rules and PFIC Provisions").  The
effect  of either the deemed sale election or the deemed dividend election is to
pay  all  prior  deferred  tax,  to  pay  interest on the tax deferral and to be
treated thereafter as a Pedigreed QEF as discussed in the prior paragraph.  With
respect  to  a  situation  in  which  a  Pedigreed  QEF election is made, if the
Registrant no longer qualifies as a PFIC in a subsequent year, normal Code rules
and  not  the  PFIC  rules  will  apply.

If  a  U.S. Holder has not made a QEF Election at any time (a "Non-electing U.S.
Holder"),  then special taxation rules under Section 1291 of the Code will apply
to  (i)  gains  realized  on  the

<PAGE>

disposition  (or  deemed  to  be  realized  by reason of a pledge) of his common
shares  and  (ii)  certain  "excess distributions", as specially defined, by the
Registrant.  An  "excess  distribution"  is  any  current-year  distribution  in
respect  of  PFIC  stock  that  represents  a  rateable  portion  of  the  total
distributions in respect of the stock during the year that exceed 125 percent of
the  average  amount  of  distributions in respect of the stock during the three
preceding  years.

A  Non-electing  U.S.  Holder  generally would be required to pro-rate all gains
realized  on  the  disposition of his common shares and all excess distributions
over  the  entire  holding  period  for  the common shares.  All gains or excess
distributions  allocated  to  prior  years  of the U.S. Holder (other than years
prior  to  the  first  taxable  year of the Registrant during such U.S. Holder's
holding period and beginning after January , 1987 for which it was a PFIC) would
be taxed at the highest tax rate for each such prior year applicable to ordinary
income.  The  Non-electing  U.S. Holder also would be liable for interest on the
deferred  tax liability for each such prior year calculated as if such liability
had  been  due with respect to each such prior year.  A Non-electing U.S. Holder
that  is  an  individual is not allowed a deduction for interest on the deferred
tax  liability.  The  portions  of  gains  and  distributions  that  are  not
characterized  as  "excess distributions" are subject to tax in the current year
under  the  normal  tax  rules  of  the  Internal  Revenue  Code.

If  the  Registrant  is  a PFIC for any taxable year during which a Non-electing
U.S. Holder holds common shares, then the Registrant will continue to be treated
as  a  PFIC  with  respect  to  such  Common  Shares, even if it is no longer by
definition  a  PFIC.  A  Non-electing U.S. Holder may terminate this deemed PFIC
status  by  electing  to  recognize  gain  (which  will be taxed under the rules
discussed above for Non-Electing U.S. Holders) as if such common shares had been
sold  on  the  last  day  of  the  last  taxable  year  for which it was a PFIC.

Under  Section  1291(f)  of  the Code, the Department of the Treasury has issued
proposed regulations that would treat as taxable certain transfers of PFIC stock
by  Non-electing  U.S.  Holders  that are generally not otherwise taxed, such as
gifts,  exchanges pursuant to corporate reorganizations, and transfers at death.
If a U.S. Holder makes a QEF Election that is not a Pedigreed Election (i.e., it
is  made after the first year during which the Registrant is a PFIC and the U.S.
Holder holds shares of the Registrant) (a "Unpedigreed Election"), the QEF rules
apply prospectively but do not apply to years prior to the year in which the QEF
first  becomes  effective.  U.S.  Holders  should  consult  their  tax  advisors
regarding  the  specific  consequences  of  making a Non-Pedigreed QEF Election.

Certain  special, generally adverse, rules will apply with respect to the common
shares  while  the  Registrant  is a PFIC whether or not it is treated as a QEF.
For  example  under  Section  1297(b)(6)  of the Code (as in effect prior to the
Taxpayer  Relief Act of 1997), a U.S. Holder who uses PFIC stock as security for
a loan (including a margin loan) will, except as may be provided in regulations,
be  treated  as  having  made  a  taxable  disposition  of  such  stock.

The foregoing discussion is based on currently effective provisions of the Code,
existing and proposed regulations thereunder, and current administrative rulings
and  court decisions, all of which are subject to change.  Any such change could
affect  the  validity  of  this  discussion.  In addition, the implementation of
certain  aspects of the PFIC rules requires the issuance of regulations which in
many  instances  have  not  been  promulgated  and  which  may  have retroactive

<PAGE>

effect.  There  can  be no assurance that any of these proposals will be enacted
or  promulgated,  and if so, the form they will take or the effect that they may
have  on  this  discussion.  Accordingly,  and due to the complexity of the PFIC
rules,  U.S.  Holders  of the Registrant are strongly urged to consult their own
tax  advisors  concerning  the  impact of these rules on their investment in the
Registrant.  For  a  discussion of the impact of the Taxpayer Relief Act of 1997
on  a  U.S.  Holder of a PFIC, see "Mark-to-Market Election For PFIC Stock Under
the  Taxpayer  Relief Act of 1997" and "Elimination of Overlap Between Subpart F
Rules  and  PFIC  Provisions"  below.

MARK-TO-MARKET  ELECTION  FOR  PFIC  STOCK UNDER THE TAXPAYER RELIEF ACT OF 1997

The Taxpayer Relief Act of 1997 provides that a U.S. Holder of a PFIC may make a
mark-to-market  election  with respect to the stock of the PFIC if such stock is
marketable  as  defined  below.  This provision is designed to provide a current
inclusion  provision  for  persons  that  are  Non-Electing  Holders.  Under the
election,  any excess of the fair market value of the PFIC stock at the close of
the  tax  year  over the Holder's adjusted basis in the stock is included in the
Holder's  income.  The Holder may deduct any excess of the adjusted basis of the
PFIC  stock  over  its fair market value at the close of the tax year.  However,
deductions  are  limited  to  the net mark-to-market gains on the stock that the
Holder  included  in  income  in  prior  tax  years,  or  so  called "unreversed
inclusions."  For  purposes  of  the election, PFIC stock is marketable if it is
regularly  traded  on (1) a national securities exchange that is registered with
the  SEC,  (2)  the national market system established under Section II A of the
Securities  Exchange  Act  of  1934,  or  (3) an exchange or market that the IRS
determines  has  rules  sufficient  to  ensure  that the market price represents
legitimate  and  sound  fair  market  value.

A  Holder's  adjusted  basis of PFIC stock is increased by the income recognized
under  the mark-to-market election and decreased by the deductions allowed under
the  election.  If  a  U.S.  Holder owns PFIC stock indirectly through a foreign
entity,  the basis adjustments apply to the basis of the PFIC stock in the hands
of  the  foreign  entity  for  the purpose of applying the PFIC rules to the tax
treatment of the U.S. owner.  Similar basis adjustments are made to the basis of
the  property  through  which  the  U.S.  persons  hold  the  PFIC  stock.

Income recognized under the mark-to-market election and gain on the sale of PFIC
stock  with  respect to which an election is made is treated as ordinary income.
Deductions  allowed under the election and loss on the sale of PFIC with respect
to  which  an  election  is made, to the extent that the amount of loss does not
exceed the net mark-to-market gains previously included, are treated as ordinary
losses.  The  U.S. or foreign source of any income or losses is determined as if
the  amount  were  a  gain  or  loss  from  the  sale  of  stock  in  the  PFIC.

If  PFIC stock is owned by a CFC (discussed below), the CFC is treated as a U.S.
person  that  may  make  the mark-to-market election.  Amounts includible in the
CFC's  income under the election are treated as foreign personal holding company
income, and deductions are allocable to foreign personal holding company income.

The above provisions apply to tax years of U.S. persons beginning after December
31,  1997,  and  to tax years of foreign corporations ending with or within such
tax  years  of  U.S.  persons.

<PAGE>

The  rules  of  Code  Section 1291 applicable to nonqualified funds as discussed
above  generally  do  not  apply  to  a  U.S.  Holder  for tax years for which a
mark-to-market  election  is  in  effect.  If Code Section 1291 is applied and a
mark-to-market  election was in effect for any prior tax year, the U.S. Holder's
holding  period for the PFIC stock is treated as beginning immediately after the
last  tax  year  of the election.  However, if a taxpayer makes a mark-to-market
election  for  PFIC  stock  that is a nonqualified fund after the beginning of a
taxpayer's  holding period for such stock, a coordination rule applies to ensure
that  the  taxpayer  does  not avoid the interest charge with respect to amounts
attributable  to  periods  before  the  election.

CONTROLLED  FOREIGN  CORPORATION  STATUS

If  more than 50% of the voting power of all classes of stock or the total value
of  the  stock  of  the  Registrant  is  owned,  directly or indirectly, by U.S.
Holders, each of whom own after applying rules of attribution 10% or more of the
total  combined  voting  power  of  all  classes of stock of the Registrant, the
Registrant would be treated as a "controlled foreign corporation" or "CFC" under
Subpart F of the Code.  This classification would bring into effect many complex
results  including  the required inclusion by such 10% U.S. Holders in income of
their  pro  rata  shares  of  "Subpart F income" (as defined by the Code) of the
Registrant and the Registrant's earnings invested in "U.S. property" (as defined
by Section 956 of the Code).  In addition, under Section 1248 of the Code if the
Registrant  is  considered  a CFC at any time during the five year period ending
with the sale or exchange of its stock, gain from the sale or exchange of common
shares  of  the  Registrant  by such a 10% U.S. Holder of Registrant at any time
during  the  five  year  period  ending  with the sale or exchange is treated as
ordinary dividend income to the extent of earnings and profits of the Registrant
attributable  to  the  stock  sold  or  exchanged.  Because of the complexity of
Subpart F, and because the Registrant may never be a CFC, a more detailed review
of  these  rules  is  beyond  of  the  scope  of  this  discussion.

ELIMINATION  OF  OVERLAP  BETWEEN  SUBPART  F  RULES  AND  PFIC  PROVISIONS

Under  the  Taxpayer  Relief  Act of 1997, a PFIC that is also a CFC will not be
treated  as  a PFIC with respect to certain 10% U.S. Holders.  For the exception
to apply, (i) the corporation must be a CFC within the meaning of section 957(a)
of  the  Code  and (ii) the U.S. Holder must be subject to the current inclusion
rules  of Subpart F with respect to such corporation (i.e., the U.S. Holder is a
"United  States Shareholder," see "Controlled Foreign Corporation," above).  The
exception  only  applies  to  that  portion  of  a  U.S. Holder's holding period
beginning  after  December 31, 1997.  For that portion of a United States Holder
before  January  1,  1998,  the  ordinary  PFIC and QEF rules continue to apply.

As  a result of this new provision, if the Registrant were ever to become a CFC,
U.S.  Holders  who  are  currently  taxed  on their pro rata shares of Subpart F
income  of a PFIC which is also a CFC will not be subject to the PFIC provisions
with  respect  to  the  same  stock if they have previously made a Pedigreed QEF
Election.  The PFIC provisions will however continue to apply to U.S Holders for
any periods in which Subpart F does not apply (for example he is no longer a 10%
Holder  or  the  Registrant is no longer a CFC) and to U.S. Holders that did not
make a Pedigreed QEF Election unless the U.S. Holder elects to recognize gain on
the  PFIC  shares  held  in  the  Registrant  as  if those shares had been sold.

<PAGE>

ALL  PROSPECTIVE  INVESTORS  ARE  ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH
RESPECT  TO THE SPECIFIC TAX CONSEQUENCES OF PURCHASING THE COMMON SHARES OF THE
COMPANY.

ITEM  8     SELECTED  FINANCIAL  DATA

The  selected  consolidated  financial  data  presented  below for the five year
period  ended  October  31  is derived from the Company's consolidated financial
statements  which  were  examined  by  the  Company's  independent auditor.  The
information  set forth below should be read in conjunction with the Consolidated
Financial  Statements  of  the  Company  (including  related  notes thereto) and
"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations".  The  data  is  presented  in  Canadian  dollars.

Comparability  of  Selected  Financial  Data:

In  1996, the Company acquired certain mineral properties which were explored in
1997  and 1998.  In 1999, the Company re-evaluated its properties and decided to
abandon  most of the said properties.  Also in 1999, management pursued a change
in  business  for  the  Company  and subsequent to October 31, 1999, the Company
purchased  an  e-commerce  business.

<TABLE>
<CAPTION>


                                SELECTED CONSOLIDATED FINANCIAL DATA(1)(2)
                                ------------------------------------
                                       (STATED IN CANADIAN DOLLARS)

                                       FISCAL YEAR ENDED OCTOBER 31
                                       ----------------------------


                                           6 MONTHS
                                              ENDED
CANADIAN GAAP                           APR. 30/2000     1999       1998      1997       1996    1995(3)
--------------------------------------  -------------  ---------  --------  ---------  --------  --------
<S>                                     <C>            <C>        <C>       <C>        <C>       <C>

Revenue. . . . . . . . . . . . . . . .        33,052         --        --         --        --        --
                                        -------------  ---------  --------  ---------  --------  --------
Direct Costs . . . . . . . . . . . . .            --         --        --         --        --        --
                                        -------------  ---------  --------  ---------  --------  --------
Operating Expenses . . . . . . . . . .        19,022         --        --         --        --        --
                                        -------------  ---------  --------  ---------  --------  --------
Administrative Expenses. . . . . . . .       414,161     76,184    26,660     56,797    90,558    29,534
                                        -------------  ---------  --------  ---------  --------  --------
Amortization and Asset Write-down. . .        42,114         --        --         --        --        --
                                        -------------  ---------  --------  ---------  --------  --------
Income (Loss) From Operations. . . . .      (442,245)   (76,184)  (26,660)   (56,797)  (90,558)  (29,500)
                                        -------------  ---------  --------  ---------  --------  --------
Other Income . . . . . . . . . . . . .         4,715      3,064     4,049      1,270     9,885        --
                                        -------------  ---------  --------  ---------  --------  --------
Net Loss from Continuing Operations. .      (437,529)   (73,120)  (22,611)   (55,527)       --        --
                                        -------------  ---------  --------  ---------  --------  --------
Net Loss from Discontinued Operations.       (30,246)  (111,982)  (28,358)    (2,315)       --        --
                                        -------------  ---------  --------  ---------  --------  --------
Net Income (Loss). . . . . . . . . . .      (467,775)  (185,112)  (50,969)   (57,842)  (80,673)  (29,534)
                                        -------------  ---------  --------  ---------  --------  --------
Income (Loss) per Common Share . . . .         (0.06)     (0.05)    (0.01)     (0.02)    (0.06)    (0.02)
                                        -------------  ---------  --------  ---------  --------  --------
Total Assets . . . . . . . . . . . . .       914,029    614,059   206,241    258,182    21,483    11,082
                                        -------------  ---------  --------  ---------  --------  --------
Long-Term Debt . . . . . . . . . . . .            --         --        --         --        --        --
                                        -------------  ---------  --------  ---------  --------  --------
Cash Dividends per Common Share. . . .            --         --        --         --        --        --
--------------------------------------  -------------  ---------  --------  ---------  --------  --------

<PAGE>

                                           6 MONTHS
                                              ENDED
U.S. GAAP. . . . . . . . . . . . . . .  APR. 30/2000       1999      1998       1997      1996      1995
--------------------------------------  -------------  ---------  --------  ---------  --------  --------
Revenue. . . . . . . . . . . . . . . .        33,052         --        --         --        --        --
--------------------------------------  -------------  ---------  --------  ---------  --------  --------
Direct Costs . . . . . . . . . . . . .            --         --        --         --        --        --
                                        -------------  ---------  --------  ---------  --------  --------
Operating Expenses . . . . . . . . . .        19,022         --        --         --        --        --
                                        -------------  ---------  --------  ---------  --------  --------
Administrative Expenses. . . . . . . .       890,660     88,280    26,660     56,797    90,558    29,534
                                        -------------  ---------  --------  ---------  --------  --------
Amortization . . . . . . . . . . . . .        42,114         --        --         --        --        --
                                        -------------  ---------  --------  ---------  --------  --------
Income (Loss) From Operations. . . . .      (918,744)   (88,280)  (26,660)   (56,797)  (90,558)  (29,534)
                                        -------------  ---------  --------  ---------  --------  --------
Other Income . . . . . . . . . . . . .         4,715      3,064     4,049      1,270     9,885        --
                                        -------------  ---------  --------  ---------  --------  --------
Net Loss from Continuing Operations. .      (914,029)   (85,216)  (22,511)   (55,527)  (80,673)  (29,534)
                                        -------------  ---------  --------  ---------  --------  --------
Net Loss from Discontinued Operations.       (10,065)   (57,587)  (36,992)   (66,267)   (4,061)       --
                                        -------------  ---------  --------  ---------  --------  --------
Net Income (Loss) for the year . . . .      (924,094)  (142,803)  (59,503)  (119,833)  (84,734)  (29,534)
                                        -------------  ---------  --------  ---------  --------  --------
Income (Loss) per Common Share . . . .         (0.15)     (0.04)    (0.02)     (0.06)    (0.13)    (0.02)
                                        -------------  ---------  --------  ---------  --------  --------
Total Assets . . . . . . . . . . . . .       914,029    593,878   131,655    192,130    17,422    11,082
                                        -------------  ---------  --------  ---------  --------  --------
Long-Term Debt . . . . . . . . . . . .            --         --        --         --        --        --
                                        -------------  ---------  --------  ---------  --------  --------
Cash Dividends per Common Share. . . .            --         --        --         --        --        --
--------------------------------------  -------------  ---------  --------  ---------  --------  --------
<FN>

1.     See ITEM 9 - Management's Discussion and Analysis of Financial Condition and Results of Operations
and  ITEM  9  -  United  States  Generally  Accepted  Accounting  Principles  Reconciliation.

2.     A  reconciliation  to  U.S.  GAAP  for  1999,  1998 and 1997 is included in Note 12 to the Audited
Consolidated  Financial Statements. Significant differences include accounting for mineral properties and
compensation  expense  related  to  escrow  shares.

3.     As  at  October  31,  1995,  and  for the nine months ended October 31, 1995.  In fiscal 1995, the
Company  changed  its  year  end  from  January  31  to  October  31.

</TABLE>

Since  June  1, 1970, the government of Canada has permitted a floating exchange
rate  to  determine  the  value of the Canadian dollar as compared to the United
States  dollar.  For  the  past  fiscal  years  ended October 31 and the interim
period  ended December 31, 1999, the following exchange rates were in effect for
Canadian  dollars  exchanged  for  United  States dollars, expressed in terms of
Canadian  dollars  (based  on  the noon buying rates in New York City, for cable
transfers  in Canadian dollars, as certified for customs purposes by the Federal
Reserve  Bank  of  New  York):

<TABLE>
<CAPTION>



YEAR  AVERAGE     LOW-HIGH                   YEAR END/PERIOD END
----  --------  -------------------------   --------------------
<C>   <C>       <S>                        <C>

1995  $  1.373    Low $1.346, High $1.413   $              1.369
      --------  -------------------------   --------------------
1996  $  1.364    Low $1.338, High $1.375   $              1.362
      --------  -------------------------   --------------------

<PAGE>

1997  $  1.385    Low $1.349, High $1.427   $              1.427
      --------  -------------------------   --------------------
1998  $  1.484    Low $1.417, High $1.543   $              1.543
      --------  -------------------------   --------------------
1999  $  1.486    Low $1.461, High $1.519   $              1.472
----  --------  -------------------------   --------------------
</TABLE>

The  Company  has  not  issued  any  dividends  in  the  past five fiscal years.

ITEM  9     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS
(ALL  NUMBERS  IN  CANADIAN  DOLLARS  UNLESS  OTHERWISE  STATED)

Results  from  Operations

Six  months  ended  April  30,  2000
------------------------------------

The  Company  acquired 100% of the outstanding shares of Quotes Canada Financial
Network  Ltd.  with  an  effective  date  of  November  5, 1999.  The assets and
business  of  Quotes  Canada will remain in the subsidiary operating company and
not  be  transferred  to  the  Company.

The  Company incurred a loss for the six months ended April 30, 2000 of $467,775
or  $0.07  per share compared to a loss of $8,681 or $0.01 per share for the six
months  ended  April 30, 1999.  The increase in the loss is due to the following
factors:

-     an  increase  in the write-down of mineral properties which is included in
discontinued  operations  from  nil  to  $30,246  as  the  Company abandoned its
remaining  mineral  properties  in  the  first  quarter  of  2000  in  order  to
concentrate  on  the  Quotes  Canada  acquired  operations;

-     an  increase in depreciation and amortization by $42,114 which is included
in  discontinued operations as the Company depreciates the equipment acquired on
acquisition  of  Quotes  Canada  and additional purchases during the quarter for
total  depreciation  of  $17,064  and  $25,050  in  amortization of the goodwill
recorded  on  the  acquisition  of  Quotes  Canada;

-     an  increase in consulting expenses, and salaries and benefits of $199,353
as  the Company paid its programmers, graphic artists, marketing and sales staff
relating  to  the  Quotes  Canada  acquired  business;

-     an increase in professional fees by $51,231, regulatory fees by $3,617 and
transfer agent fees by $3,399 as the Company increased its regulatory activities
by  issuing  shares for private placements, obtained legal and accounting advice
relating  to  filing  a

<PAGE>

registration  statement with the Securities and Exchange Commission  and  advice
on  other  corporate  matters;

-     an  increase  in advertising and promotion and travel and accommodation by
$99,002  due  to  activities relating to the acquired business of Quotes Canada;

-     an  increase  in  general  office  costs such as rent, telephone and other
sundry  office  expenses  by  $47,605 due to activities relating to the acquired
business  of  Quotes  Canada;  and

-     somewhat  offsetting these costs increases was revenue of $33,052 received
for  the  Company's  integrated  data  streamlining  services.

During the six months ended April 30, 2000, the Company continued to develop and
refine  its  integrated  data  streamlining services.  Significant expenses were
incurred to develop and market the Company's services.  In addition, the Company
also  focused  on  obtaining  financing  which  will  be required to fund future
expenses  as  the  Company  is  still in process of developing and marketing its
services.

Cash  flow  from  operations  for the six months ended April 30, 2000 was a cash
outflow of $420,703 compared to a cash inflow of $2,621 for the six months ended
April 30, 1999.  The increase in the cash outflow is due to the increase in cash
expenses  as  discussed  above.

Year  ended  October  31,  1999  compared  to  the  Year  ended October 31, 1998
--------------------------------------------------------------------------------

The  Company  continued  its program of exploring its current mineral properties
and  searching  for potential acquisitions of mineral properties or other viable
businesses.  The  Company  incurred a loss for the year of $185,112 or $0.05 per
share compared to a loss of $50,969 or $0.01 per share in 1998.  The increase in
the  loss  is  due  to  the  following:

-     an  increase  in  the  write-down  of  mineral  properties  from $3,496 to
$111,886  as  the  Company  abandoned  exploration  and development of its Yukon
mineral  property;  and

-     an  increase  in  professional fees from $7,368 in 1998 to $48,488 in 1999
and  regulatory  fees  from  $2,600 in 1998 to $8,876 in 1999 related to certain
acquisition  negotiations  including  the acquisition of Quotes Canada Financial
Network  Ltd.  ("Quotes  Canada")  which  closed  subsequent  to  year  end.

Cash  flow from operations in 1999 was an outflow of $62,360 which is consistent
with  1998's  cash  outflow  of  $60,250.  The  cash  outflow  for 1999 consists
primarily  of  administration  expenses  paid  during  the  year.

Year  ended  October  31,  1998  compared  to  the  Year  ended October 31, 1997
--------------------------------------------------------------------------------

The  Company incurred a loss for the year of $50,969 or $0.01 per share compared
to  a  loss  of $57,842 or $0.02 per share in 1997.  The decrease in the loss is
due  to  the  following:

<PAGE>

-     an  increase in the exploration costs from $2,315 to $24,862 increased the
loss  as  the  Company increased activity relating to its Manitoba property; and

-     an decrease in professional fees from $36,566 to $7,368 decreased the loss
as  the  Company did not require the use of professional services in 1998 to the
same  extent  as 1997.  In 1997, the Company incurred legal fees relating to the
settlement  of  accounts  payable through the issuance of shares and relating to
the  acquisition  of  mineral  properties.

Cash  flow  from  operations  in  1998  was  an  outflow  of  $60,250  which  is
substantially  lower  than 1997's cash outflow of $231,150, due primarily to the
payment  of  significant current liabilities in 1997.  The cash outflow for 1998
consists  primarily  of  administration  expenses  and exploration expenses paid
during  the  year.

Year  ended  October  31,  1997  compared  to  the  Year  ended October 31, 1996
--------------------------------------------------------------------------------

The  Company incurred a loss for the year of $57,842 or $0.02 per share compared
to  a  loss  of $80,673 or $0.06 per share in 1996.  The decrease in the loss is
due  to  the  following:

-     an  increase in the travel and accommodation from nil in 1996 to $6,081 in
1997  due to travel to the Yukon and Manitoba to consider investments in mineral
properties  and,  office  costs  from  $4,180 in 1996 to $7,066 due to increased
activity  levels  requiring  more supplies and other expenses in 1997, increased
the  loss;  and

-     an  decrease  in  professional  fees from $66,690 to $36,566 decreased the
loss  as the Company did not require the use of professional services in 1997 to
the  same  extent  as  1996.

Cash  flow  from  operations  in  1997  was  an  outflow  of  $231,150  which is
substantially  higher  than 1996's cash outflow of $27,608, due primarily to the
payment  of  significant current liabilities in 1997.  The cash outflow consists
of administrative expenses paid during the year relating to 1997 activities plus
prior year administrative expenses and other accrued liabilities which were paid
in  1997.

Liquidity  and  Capital  Resources

As  at  April  30,  2000
------------------------

During  the  six  months  ended  April  30,  2000,  the Company spent $31,917 on
operations,  investing  and  financing  activities,  reducing the Company's cash
position  from  $453,290  at  October  31,  1999  to $421,373 at April 30, 2000.
$420,703  was  spent  on  operations as discussed in the results from operations
section  of  this  report.  $171,844  was  spent  on  investing  in  equipment
($163,558),  trade  names  ($5,796)  and  mineral properties ($5,065), offset by
$2,575  in  cash  of  Quotes Canada on acquisition.  $560,630 was generated from
financing  activities.

The Company estimates cash requirements for capital and funding operating losses
of  approximately  $1,080,000  for  the  remainder  of fiscal 2000.  The Company
expects  to  fund  these  requirements  through the cash on hand of $421,373 and
issuances  of  share  capital.  On  May  16,

<PAGE>

2000,  the  Company  issued  1,000,000  Special Warrants at $1.46 Cdn. for gross
proceeds  of  $1,460,000 and a finders fee of $109,500 was paid.  The Company is
dependent  on  this  private  placement  for  funding  of  planned  operations.

The Company is forecasting cash in flows from operations commencing in the first
quarter  of fiscal 2001.  The Company is also forecasting to incur approximately
$1,700,000  in  capital  expenditures in fiscal 2001, the majority of which will
occur  in  the  first  six  months  of  the year.  As a result, the Company will
require  additional  financing  prior  to  these capital additions.  The Company
intends  to  obtain this financing through future private placements between now
and  the  first  quarter of fiscal 2001.  The actual timing will be dependent on
the availability of financing on terms acceptable and beneficial to the Company.
There  are  no  assurances  that  the  required  financing  will  be  received.

As  at  October  31,  1999
--------------------------

The  Company improved its financial position in 1999 compared to 1998.  Cash and
cash  equivalents  increased  from  $84,468  at  October 31, 1998 to $453,290 at
October  31,  1999.  The  increase  in cash is due to $590,600 received from the
issuance  of  shares and warrants for cash, somewhat offset by the $131,937 cash
outflow  to  Quotes Canada as part of the acquisition which closed subsequent to
year  end,  $27,481  cash  outflow on the acquisition and exploration of mineral
properties  and  $62,360  cash  outflow  from  operations.

As  at  October  31,  1998
--------------------------

Cash and cash equivalents decreased from $161,747 in 1997 to $84,468 in 1998 due
to  expenditures  on  the  acquisition  and development of mineral properties of
$17,029  and  a  cash  outflow  from  operations  of  $60,250.

As  at October 31, 1998, the Company had $109,586 ($35,000 in mineral properties
plus  $74,586  in  deferred  exploration  costs)  capitalized  costs relating to
mineral  properties  compared  to  $96,053  ($30,001  in  mineral properties and
$66,052  in  deferred  exploration  costs)  in  1997.

Change  in  Business
--------------------

With  the  acquisition  of Quotes Canada subsequent to year end, the Company has
changed  its business from the exploration and development of mineral properties
to  the  creation  and  distribution of proprietary consumer, financial and news
information  through  the  development of advanced Internet websites.  Given the
change  in the Company's business, the results of operations for the years ended
October  31,  1999,  1998  and  1997  referred to above may not be indicative of
future  results.

U.S.  GAAP
----------

The  results  of  operations  discussed above are based on the Company's audited
financial  statements  prepared  in  accordance with Canadian generally accepted
accounting  principles.  Differences  between  Canadian  generally  accepted
accounting principles and principles generally accepted in the United States are
listed  and  quantified  in  note  13  to  the  financial  statements

<PAGE>

included  elsewhere  in this document.  Significant differences between Canadian
GAAP  and  US  GAAP  include:

-     the  requirement  under  US  GAAP  to expense mineral property exploration
expenditures  and  land-use  costs  relating  to  mineral  properties  for which
commercial  feasibility  has  not  yet  been established, whereas under Canadian
GAAP, these expenses are capitalized and amortized based on future production or
expensed  when  the  properties  are  abandoned.

-     the  requirement  under  US  GAAP  to  treat escrow shares as compensation
arrangements  and  record  compensation  expense  based on the fair value of the
shares released to a shareholder that provides services as an officer, director,
employee,  consultant  or contractor, whereas under Canadian GAAP, escrow shares
are  recorded  based  on  the  consideration paid on issuance and the release of
escrow  shares  does  not  result  in  an  accounting  entry  by  the  Company.

-     the  requirement  under US GAAP to record compensation expense when shares
or  share options are issued or granted to officers at prices below market value
at  the  time  of  issuance  or grant, whereas under Canadian GAAP, compensation
expense  is  generally  not  recorded  under  these  circumstances.

Loss for the six months ended April 30, 2000 under US GAAP was $924,094 or $0.15
per  share.  Loss  for  the  year  ended  October  31,  1999 under U.S. GAAP was
$142,803  (1998 - $59,503; 1997 - $123,894) and loss per share was $0.04 (1998 -
$0.02;  1997  - $0.06).  The reasons for the losses are as discussed above under
Results  from  Operations.

ITEM  9A     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

Not  applicable.

ITEM  10     DIRECTORS  AND  OFFICERS

The  following  table  sets  forth  the  names,  municipalities of residence and
ownership of common shares of each of the directors and officers of the Company.

<TABLE>
<CAPTION>



NAME
OFFICE HELD                                 SHARE OWNERSHIP
PLACE OF RESIDENCE                DATE OF OFFICE AND TERM OF OFFICE(3)       AS OF JULY 21, 2000(1) (2)
---------------------------  ----------------------------------------------  --------------------------
<S>                          <C>                                             <C>

<PAGE>

Paul Edward Dickson . . . .  Director since August 12, 1999 and
Director and President. . .  President since January 17, 2000.
Vancouver, BC, Canada . . .  Term until Annual General Meeting in 2001.                       1,022,500
                             ----------------------------------------------  --------------------------
Glen Alexander Dickson. . .  Director since August 12, 1999 and
Director and Vice-President  Vice President since January 17, 2000.
North Vancouver, BC, Canada  Term until Annual General Meeting in 2001.                       1,022,500
                             ----------------------------------------------  --------------------------
Dianne Szigety
Corporate Secretary . . . .  Corporate Secretary since January 17, 2000.
New Westminster, BC, Canada  Term until Annual General Meeting in 2001.                             Nil
                             ----------------------------------------------  --------------------------
Thomas Julian Boychuk
Director. . . . . . . . . .  Director since December 15, 1995.
Vancouver, BC, Canada . . .  Term until Annual General Meeting in 2001.                         955,323
                             ----------------------------------------------  --------------------------
Kurt Marty
Director. . . . . . . . . .  Director since January 26, 2000.
Bremgarten,Switzerland. . .  Term until Annual General Meeting in 2001.                       1,270,000
                             ----------------------------------------------  --------------------------
Roxanne Ayotte. . . . . . .  Chief Financial Officer since April 17, 2000.
Vancouver, BC, Canada . . .  Term until Annual General Meeting in 2001.                             500
---------------------------  ----------------------------------------------  --------------------------
<FN>

(1)     There  were  9,252,342  common  shares  issued  and outstanding as of July 21, 2000.  The share
ownership  includes  escrow  shares  issued  to  directors  and  officers.

(2)     Unless  otherwise indicated, the Company believes that all persons named in the table have sole
voting  and  investment  power  with  respect  to  the  common  shares  beneficially  owned  by  them.

(3)     The directors are re-elected and the officers are re-appointed at the annual general meeting of
shareholders.  The  last  annual  meeting was held on January 17, 2000.  Effective April 30, 2000, John
Charlesworth  resigned  as  a  director  of  the  Company.
</TABLE>

Paul  Dickson  (President  and  Director)  and  Glen Dickson (Vice President and
Director)  are brothers.  There are no other family relationships between any of
the  other  Director  or  Executive  Officers.

Aside  from  the appointment of Paul Dickson and Glen Dickson as Directors under
the  terms  of  the  Acquisition  Agreement,  there  are  no  arrangements  or
understandings  between  any  of the Directors and/or Executive Officers and any
other  person  pursuant  to  which  that  Director  and/or Executive Officer was
selected.

As  part  of  the  acquisition  of  Quotes  Canada, J.E. Charlesworth and Thomas
Boychuk  agreed,  for  a period of three years, to cast the votes represented by
their  common  shares  in  support  of  the  following  actions:

     (a)     the  election  of  Paul  Dickson  and Glen Dickson to the Company's
Board  of  Directors;

<PAGE>

     (b)     the  employment of Paul Dickson and Glen Dickson by the Company for
a  minimum  period  of  two  years at a salary of not less than $2,500 per month
(increased  to  $5,000  per  month  on  January  1,  2000);  and

     (c)     the  granting  of  stock  options  to Paul Dickson and Glen Dickson
entitling  them  to  purchase  not  less  than  four (4%) percent (or such lower
percentage  as  may  be accepted by Paul Dickson and Glen Dickson) of the issued
and outstanding common shares of the Company at a minimum price permitted by the
CDNX  for  a  period  of  five  (5)  years.

ITEM  11     COMPENSATION  OF  DIRECTORS  AND  OFFICERS

Other  than as set forth in the table below, no executive officer of the Company
was  paid  or  earned  compensation  from  the Company for performing his or her
duties  during  the  years  ended  October  31,  1999,  1998  and  1997.

<TABLE>
<CAPTION>


                                 SUMMARY COMPENSATION TABLE
                                 ==========================
                                                                                                          ALL OTHER
NAME AND PRINCIPAL                                                                                          COMPEN-
    POSITION           YEAR       ANNUAL COMPENSATION                  LONG TERM COMPENSATION                SATION
    ========           ====       ===================                  ======================                ======
                                                   OTHER
                                                   ANNUAL
                                                   COMPEN-
                               SALARY     BONUS    SATION                  AWARDS               PAYOUTS
                               ======     =====    ======                  ======               =======
                                                                 SECURITIES
                                                                    UNDER        RESTRICTED
                                                                   OPTIONS/       SHARES OR
                                                                    SARS          RESTRICTED       LTIP
                                                                   GRANTED       SHARE UNITS    PAYOUTS
                    =======  ===========  =======
<S>                 <C>      <C>          <C>      <C>             <C>              <C>           <C>          <C>

J.E. CHARLESWORTH    1999       Nil        Nil      Nil              Nil             Nil           Nil          Nil
PRESIDENT (1)        1998       Nil        Nil      Nil              Nil             Nil           Nil          Nil
                     1997       Nil        Nil      Nil            75,000            Nil           Nil          Nil
==================  =======  ===========  =======   ===             =====            ===           ===          ===
<FN>


(1)     J.E.  Charlesworth  resigned  as  President  of  the  Company  on  January 17, 2000.
</TABLE>

The aggregate amount of compensation paid by the Company and its subsidiaries to
its  officers  and  directors  as  a  group for all services in all capabilities
during  the  Company's last fiscal year was $7,500 (for geological services with
respect  to  the  Ami  Property).

<PAGE>

The  Company  did  not  grant any stock options to any of its executive officers
during  the  year  ended  October  31,  1999.  There were no long-term incentive
awards  made  to  the  executive  officers of the Company during the fiscal year
ended  October  31,  1999.  There  are no pension plan benefits in place for the
executive  officers  of  the  Company.

The  following  stock options were exercised by the Company's executive officers
during  the  year  ended  October  31,  1999:

<TABLE>
<CAPTION>



                                                                                    VALUE OF UNEXERCISED
                                                                        UNEXERCISED         IN THE MONEY
                                                                     OPTIONS/SARS AT     OPTIONS/SARS AT
                                                                          FY-END              FY-END
                                          AGGREGATE VALUE                   (#)                 ($)
                   SECURITIES ACQUIRED       REALIZED                  EXERCISABLE/        EXERCISABLE/
NAME                   ON EXERCISE            ($)(1)                  UNEXERCISABLE     UNEXERCISABLE(2)
=================  ====================  ================            ===============    ================
<S>                <C>                   <C>               <C>              <C>               <C>
J.E. CHARLESWORTH        75,000            $  37,500                     NIL / NIL         NIL / NIL
=================  ====================  ===============             ================      =========
<FN>

1.     Based  on  the  difference between the option exercise price and the closing market price of the
Company's  common  shares  on  the  date  of  exercise.

2.     In the money options are those where the market value of the underlying securities at the fiscal
year-end  exceed  the  exercise  price  of  the  options.
</TABLE>

During  the year ended October 31, 1999, other Directors and Officers (excluding
J.E. Charlesworth, as indicated in the above table) as a group exercised a total
of 285,000 stock options at an exercise price of $0.15 per share.  On the day of
exercise,  the  closing  price  for  each  share  was  $0.65.

The  Company has no compensatory plan or arrangement with respect to any officer
that  results  or  will  result  from  the  resignation, retirement or any other
termination  of employment of such officer's employment with the Company, from a
change  in control of the Company or a change in such officer's responsibilities
following  a  change  in  control.

No  cash compensation was paid to any director of the Company for the director's
services  as  a  director  during  the  fiscal year ended October 31, 1999.  The
Company  has no standard arrangement pursuant to which directors are compensated
by  the Company for their services in their capacity as directors except for the
granting  from  time  to  time of incentive stock options in accordance with the
policies  of  the  CDNX.

Since  the  year  ended  October  31,  1999,  the  Company  has entered into the
following  employment  agreements:

<PAGE>

(a)     The  Company  entered  into  employment agreements with Paul Dickson and
Glen  Dickson  effective  December 1, 1999, which provide for a salary of $2,500
per  month  plus  bonuses  from  time to time upon the successful performance of
Quotes  Canada,  for  a  two  year period.  Beginning January 1, 2000, both Paul
Dickson  and  Glen  Dickson  received  salary  increases  to  $5,000  per month.

(b)     On  November  30,  1999, the Company entered into an oral agreement with
J.E.  Charlesworth to provide management services at a rate of $1,000 per month.
The  Company's  contracts  with  Mr. Charlesworth is "month to month" and can be
terminated  with  one  months'  notice.

(c)     On  November  30,  1999, the Company entered into an oral agreement with
Thomas  Boychuk  to provide management services and investor relations at a rate
of  $2,000  per  month.  The  Company's  contracts with Mr. Boychuk is "month to
month"  and  can  be  terminated  with  one  months'  notice.

(d)     In  addition,  the  Company  entered  into  employment agreements with 2
programmers  (at  rates of $3,200 and $2,500 per month respectively), and with 1
secretary  (at  a  rate  of  $2,800  per  month).

ITEM  12     OPTIONS  TO  PURCHASE  SECURITIES

As  part  of a private placement of 350,000 special warrants, the Company issued
350,000  share purchase warrants in July, 1999 (the "July Warrants").  Each July
Warrant  entitles  the  holder thereof to acquire one common share at a price of
$0.30 per common share for a period of two years from July 9, 1999.  The holders
of  the  July  Warrants  are  as  follows:

(a)     Paul  Dickson          80,000  warrants
(b)     Glen  Dickson          80,000  warrants
(c)     J.E.  Charlesworth     95,000  warrants
(d)     Thomas  Boychuk        95,000  warrants

As  part  of  a private placement of 1,270,000 units, the Company issued 635,000
common  share  purchase  warrants in September, 1999 (the "September Warrants").
Each  September  Warrant entitles the holder thereof to acquire one common share
for  a  period  of two years from September 23, 1999, at a price of $0.48 during
the  first  year  and  $0.58  during the second year.  The holder of the 635,000
September  Warrants  is  Refima  AG,  a  company  controlled  by  Kurt  Marty.

As  a  group  the  directors and officers hold warrants exercisable into 890,000
common  shares  of  the  Company.

On  April 18, 2000, the Company received regulatory approval for the issuance of
1,000,000  special  warrants  (the "Special Warrants").  Each Special Warrant is
exercisable  into  one  unit consisting of one common share and one common share
purchase  warrant  (the  "April  Warrants").  Rhein  Investors  AG,  a  company
controlled  by  Jorg  Rudolf  and  Frank Junker, purchased the 1,000,000 Special
Warrants.  Each  April  Warrant  entitles  the  holder  thereof  to

<PAGE>

acquire  one  common  share  for  a  two  year period, at a price of $1.83.  The
transaction  has  now  closed  and  the  securities  have  been  issued.

As  of  the date hereof the following securities to acquire common shares of the
Company  were  outstanding:

<TABLE>
<CAPTION>



                        AMOUNT OF SECURITIES
                         CALLED FOR BY THE     EXERCISE PRICE OF
TYPE OF SECURITY              WARRANTS             WARRANTS         EXPIRATION DATE
----------------------  --------------------  -------------------  ------------------
<S>                     <C>                   <C>                  <C>

Common Shares. . . . .               350,000  $              0.30        July 9, 2001
                        --------------------  -------------------  ------------------
    $.048 (first year)
Common Shares. . . . .               635,000  $0.58 (second year)  September 23, 2001
                        --------------------  -------------------  ------------------
    $1.83 (first year)
Common Shares. . . . .             1,000,000  $1.83 (second year)   February 23, 2002
----------------------  --------------------  -------------------  ------------------
</TABLE>


As  of  the  date  hereof  the following are stock options held by directors and
officers  and  employees  of  the  Company,  as  separate  groups:

<TABLE>
<CAPTION>



                         NUMBER OF COMMON    EXERCISE PRICE PER
GROUP                   SHARES UNDER OPTION     COMMON SHARE        EXPIRY DATE
----------------------  -------------------  -------------------  ----------------
<S>                     <C>                  <C>                  <C>

Directors and Officers              405,000  $              1.24  January 27, 2005
                        -------------------  -------------------  ----------------
                                    100,000  $              3.06     March 8, 2005
                        -------------------  -------------------  ----------------

Employees. . . . . . .               20,000  $              1.87      May 17, 2002
                        -------------------  -------------------  ----------------
                                     25,000  $              1.24  January 27, 2005
                        -------------------  -------------------  ----------------
                                     25,000  $              3.06     March 8, 2005
                        -------------------  -------------------  ----------------
</TABLE>

<PAGE>

ITEM  13     INTEREST  OF  MANAGEMENT  IN  CERTAIN  TRANSACTIONS

Except  as  set forth below, none of the following persons had or is to have any
material  interest, direct or indirect, in any transaction during the last three
fiscal  years  or any presently proposed transaction to which the Company or any
of  its  subsidiaries  was  or  is  to  be  a  party:

     1.     any  director  or  officer  of  the  Company;

     2.     any  shareholder  holding  more  than  10%  of  the Company's common
shares;  and

     3.     any  relative  or  spouse  of  any  of the foregoing persons, or any
relative  of  such  spouse,  who  has  the  same home as such person or who is a
director  or  officer  of  any  subsidiary  of  the  Company.

Pursuant  to  the Acquisition Agreement, the Company acquired a 100% interest in
Quotes  Canada  in  consideration  of  a total of $240,000, consisting of a cash
payment  of $50,000 and the issuance of the Acquisition Shares.  Under the terms
of  the Acquisition Agreement, both Paul Dickson and Glen Dickson were appointed
to  the  board  of  directors  on  August  12,  1999  and each have entered into
employment  agreements  effective December 1, 1999 which provide for a salary of
$2,500  per  month  (increased  to  $3,500 per month as of January 1, 2000) plus
bonuses  from time to time upon the successful performance of Quotes Canada, for
a two year period.  In addition, incentive stock options will be granted to each
of  Paul  Dickson  and Glen Dickson, entitling them to purchase not less than 4%
(or  such  lower  percentage  as  may be accepted by the optionee) of the issued
common  shares  of  the Company at the minimum price permitted by the CDNX for a
period  of  five  years.

On  February  21, 2000 the Company received regulatory approval for the issuance
of  an  aggregate  of 1,526,200 additional escrow shares (the "Additional Escrow
Shares")  to  the  existing  Officers  and  Directors  as a group.  Prior to the
issuance  of  the Additional Escrow Shares, John Charlesworth and Thomas Boychuk
each  held  199,600  escrow  shares  (the  "Existing  Escrow  Shares").

The  Existing  Escrow  Shares will effectively be cancelled and converted to the
new  escrow  agreement  which  now  covers  a  total  of  2,125,000 shares.  The
Additional Escrow Shares will not be released from escrow, transferred or in any
manner  dealt  with  without  the  express  consent of the CDNX.  Any shares not
released  on  or  before  ten  years from the date of acceptance by CDNX will be
cancelled.  The  shares  may  also  be  cancelled  at  the  time  of  a  major
reorganization  of the Company, if required as a condition of the consent to the
reorganization  by  the  Executive  Director for the British Columbia Securities
Commission  or  where  the  Company's  shares have been subject to a cease trade
order  under  the  Securities  Act  (British  Columbia)  for  a  period  of  two
consecutive  years.

Except  as  set  forth  below, none of the following persons was indebted to the
Company  or  its  subsidiary  at  any  time  during the last three fiscal years:

     1.     any  director  or  officer  of  the  Company;  and

<PAGE>

     2.     any  associate  of  any  such  director  or  officer.

PART  II

ITEM  14     DESCRIPTION  OF  SECURITIES  TO  BE  REGISTERED

Capital  Stock  to  be  Registered

The  Company's  authorized  share  capital  consists of 20,000,000 common shares
without par value, of which 9,252,342 were issued and outstanding as of July 21,
2000.

All of the authorized common shares of the Company, once issued, rank equally as
to  dividends,  voting  powers,  and participation in assets.  Holders of common
shares  are  entitled  to  one  vote for each common share held of record on all
matters  to  be  acted  upon  by the shareholders.  Holders of common shares are
entitled  to  receive such dividends as may be declared from time to time by the
Board of Directors, in its discretion, out of funds legally available therefore.
The  articles  of  the  Company  do  not  provide  for  cumulative  voting.

Upon  liquidation,  dissolution  or winding up of the Company, holders of common
shares are entitled to receive pro rata the assets of Company, if any, remaining
after  payments of all debts and liabilities.  No common shares have been issued
subject  to  call  or assessment.  There are no pre-emptive or conversion rights
and  no  provisions  for  redemption or purchase for cancellation, surrender, or
sinking  or  purchase  funds.  There  are  no  restrictions on the repurchase or
redemption  of  common shares by the Company while there is any arrearage in the
payment  of  dividends  or  sinking  fund  instalments.

Provisions  as  to  the  modification,  amendment  or  variation  of  the rights
attaching  to  the  common  shares  or  provisions  are contained in the British
Columbia  Company  Act  (the  "BCCA").  The  BCCA requires approval by a special
resolution  (ie.  approved  by  at  least  three-quarters of the votes cast at a
meeting  of  the  shareholders of the Company or consented to in writing by each
shareholder of the Company) of the Company's shareholders in order to effect any
of  the  following  changes:

(a)     subdivide  all or any of its unissued, or fully paid issued, shares with
par  value  into  shares  of  smaller  par  value,

(b)     subdivide  all  or  any  of  its  unissued, or fully paid issued, shares
without  par  value  so  that  the  number  of  those  shares  is  increased,

(c)     consolidate  all  or  any  of  its  shares with par value into shares of
larger  par  value,

(d)     consolidate  all  or  any  of  its  shares without par value so that the
number  of  those  shares  authorized  is  reduced,

(e)     change all or any of its unissued, or fully paid issued, shares with par
value  into  shares  without  par  value,

<PAGE>

(f)     change  all  or any of its unissued shares without par value into shares
with  par  value,

(g)     alter  the  name  or  designation  of  all or any of its shares, whether
issued  or  unissued,  or

(h)     alter  the provisions as to the maximum price or consideration at or for
which  shares  without  par  value  may  be  issued.

PART  III

ITEM  15     DEFAULTS  UPON  SENIOR  SECURITIES

Not  applicable.

ITEM 16     CHANGES IN SECURITIES, CHANGES IN SECURITY FOR REGISTERED SECURITIES
            AND  USE  OF  PROCEEDS

Not  applicable.

PART  IV

ITEM  17     FINANCIAL  STATEMENTS
            (All  numbers  are  Canadian  Dollars  unless  otherwise  noted)

Consolidated  Financial Statements of the Company for the Six Months Ended April
30,  2000 (unaudited) and Years Ended October 31, 1999, 1998 and 1997 (audited),
reported  on  by  Topping,  Eyton  and  Partners,  Chartered  Accountants.

These  financial  statements are expressed in Canadian dollars and were prepared
in  accordance with Canadian Generally Accepted Accounting Principles, which are
substantially  the  same  as  United  States  Generally  Accepted  Accounting
Principles.  For  a  reconciliation  of  Canadian  with  United States Generally
Accepted  Accounting  Principles,  see  Note  12  to  the Company's Consolidated
Financial Statements.  For a history of the exchange rates in effect between the
Canadian  dollar  and  the United States dollar, see ITEM 8 - Selected Financial
Data.

ITEM  18     FINANCIAL  STATEMENTS

Not  applicable.  See  ITEM  17  -  Financial  Statements.

ITEM  19     FINANCIAL  STATEMENTS  AND  EXHIBITS

All  Audited  Statements are in Canadian Dollars and presented on a consolidated
basis.

Financial  Statements  Filed  as  Part  of  the  Registration  Statement:

<PAGE>

Consolidated  Financial Statements of the Company for the Six Months Ended April
30,  2000 (unaudited) and Years Ended October 31, 1999, 1998 and 1997 (audited),
reported  on  by  Topping,  Eyton  and  Partners,  Chartered  Accountants:

     Auditor's  Report  dated  December  8,  1999  and  January  27,  2000 as to
     disclosure  changes  for  generally  accepted  accounting principles in the
     United States

     Consolidated  Balance  Sheets

     Consolidated  Statement  of  Loss  and  Deficit

     Consolidated  Statement  of  Cash  Flows

     Notes  to  Consolidated  Financial  Statements

     Consolidated  Schedule  of  Deferred  Explorations  Costs

Audited  Financial  Statements  of Quotes Canada Financial Network, Ltd. for the
Two  Months  Ended  October  31,  1999  and Twelve Months Ended August 31, 1999.

Exhibits  Required  by  Form  20-F

Exhibit     Description
Number

(1)     Articles  of  Incorporation  and  By-laws:

        1.1    Articles of Incorporation of the Company, effective September 9,
               1993

        1.2    Altered  Memorandum  of  the  Company  dated  December  6,  1999

        1.3    Certificate of Change of Name of the Company, dated December 24,
               1999

(2)     Instruments  Defining  Rights  of  Holders  of  Equity  Securities Being
        Registered:

        2.1     See  1.1  above

(3)     Material  Contracts:

        3.1     Escrow  Agreement  between  Montreal  Trust  Company of  Canada,
                 the Company  and  Each  Shareholder,  dated  July  11,  1996

        3.2     Agreement  between  Peter  Ledwidge and the Company, dated April
                29, 1999

        3.3     Acquisition  Agreement between Quotes Canada  Financial  Network
                Ltd.  and  the  Company,  dated  May  28,  1999  (executed  June
                1,  1999)

        3.4     Affiliate Contract between Quotes Canada Financial Network  Ltd.
                and ON24  Inc.,  dated  July  1,  1999

<PAGE>

        3.5     Sponsorship  Agreement  between  Global Securities  Corporation,
                the Company  and  Quotes  Canada  Financial Network Ltd.,  dated
                July  6,  1999

        3.6     Amendment  Agreement  between  Glen Dickson and Paul Dickson and
                the Company,  dated  July  29,  1999

        3.7     Web  Linking  Agreement  between  Citizens  Bank  of  Canada and
                Quotes Canada  Financial  Network  Ltd.,  dated  August 17, 1999

        3.8     Voting  Trust  Agreement between Quotes Canada Financial Network
                Ltd. and  the  Company,  dated  August  25,  1999

        3.9     Internet InfoSpace Canada Content Distribution Agreement between
                InfoSpace  Canada.com,  Inc.  and  Quotes  Canada,  dated August
                31,  1999

       3.10     Sales  Agency Website Agreement between ClickThrough Interactive
                Services  Inc.  and  Quotes  Canada,  dated  September  17, 1999

       3.11     Private Placement Subscription Agreement between the Company and
                Refima  AG,  dated  September  23,  1999

       3.12     Republishing  Agreement  between Quotes Canada Financial Network
                Ltd.  and  ExactTrade.Com,  dated  October  27,  1999

       3.13     Lease  Agreement  between the Company's wholly-owned subsidiary,
                Quotes  Canada  Financial  Network  Inc.  and  S  &  B   Octagon
                Properties Canada Ltd., dated  November  9,  1999

       3.14     Republishing  Agreement between the Company and MostActives.Com,
                dated  November  23,  1999

       3.15     Amendment  Agreement  between  Glen Dickson and Paul Dickson and
                the Company,  dated  November  30,  1999

       3.16     Employment and Confidentiality Agreement between the Company and
                Glen  Dickson,  dated  December  1,  1999

       3.17     Employment and Confidentiality Agreement between the Company and
                Paul  Dickson,  dated  December  1,  1999

       3.18     Escrow Agreement between  Pacific  Corporate  Trust Company, the
                Company  and  Each  Principal,  dated  December  6,  1999

       3.19     Assignment Agreement between  the  Company  and  H.  Leo  King &
                Associates  Ltd.,  dated  January  18,  2000

       3.20     Affinity Group Marketing  Agreement  between  Quotes  Canada and
                Vector Insurance Network  (Ontario)  Limited,  dated  March  28,
                2000

<PAGE>

       3.21     Republishing Agreement between the Company and Global Securities
                Corporation  dated  May  16,  2000

       3.22     Investors  Relations  Agreement  between  the  Company  and  GPC
                Communications  dated  May  20,  2000.

<PAGE>

SIGNATURE

          Pursuant  to the requirements of Section 12 of the Securities Exchange
Act  of 1934, the registrant certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused this Registration Statement to be signed
on  its  behalf  by  the  undersigned,  hereunto  duly  authorized.

Dated:  July  24,  2000     EARTHRAMP.COM  COMMUNICATIONS  INC.
                            Per:
                            /s/  Paul  Dickson
                            Paul  E.  Dickson
                            President

<PAGE>

Consolidated  Financial  Statements  of

EARTHRAMP.COM
COMMUNICATIONS  INC.
(formerly  Carta  Resources  Ltd.)

Six  months  ended  April  30,  2000  (unaudited)  and
Years  ended  October  31,  1999,  1998  and  1997  (audited)





Auditors'  Report
Consolidated  Balance  Sheets                                Statement  1

Consolidated  Statement  of  Loss  and  Deficit              Statement  2

Consolidated  Statements  of  Cash  Flows                    Statement  3

Notes  to  Consolidated  Financial  Statements

Consolidated  Schedule  of  Deferred  Explorations  Costs     Schedule  1

<PAGE>



AUDITORS'  REPORT  TO  THE  SHAREHOLDERS

We  have  audited  the  balance  sheets  of  Earthramp.com  Communications  Inc.
(formerly  Carta  Resources  Ltd.)  as  at  October  31,  1999  and 1998 and the
statements  of loss and deficit and cash flows for the three years ended October
31,  1999.  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 Canadian generally accepted auditing
standards.  Those  standards require that we plan and perform an audit to obtain
reasonable  assurance  whether  the  financial  statements  are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.

In  our  opinion,  these  financial  statements  present fairly, in all material
respects,  the financial position of the Company as at October 31, 1999 and 1998
and  the  results of its operations and its cash flows for the three years ended
October  31,  1999  in  accordance  with  Canadian generally accepted accounting
principles.  As  required by the Company Act (British Columbia), we report that,
in  our  opinion,  these principles have been applied on a basis consistent with
that  of  the  preceding  year.


/s/  TOPPING,  EYTON  and  PARTNERS


Chartered  Accountants

Vancouver,  Canada
December  8,  1999
January  27,  2000  as  to  disclosure  changes  for  generally
accepted  accounting  principles  in  the  United  States

<PAGE>

<TABLE>
<CAPTION>

EARTHRAMP.COM  COMMUNICATIONS  INC.
(formerly  Carta  Resources  Ltd.)     Statement  1

Consolidated  Balance  Sheets
----------------------------
                                                                      April  30,   October  31,   October  31,
                                                                           2000           1999            1998
                                                                     (unaudited)
<S>                                                            <C>                  <C>           <C>           <C>
Assets

Current assets:
  Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $          406,373   $    53,290   $     1,053
  Term deposits . . . . . . . . . . . . . . . . . . . . . . .              15,000       400,000        83,415
  Accounts receivable . . . . . . . . . . . . . . . . . . . .              43,463         3,651        12,187
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . . .               7,141             -             -
                                                                          471,977       456,941        96,655

Deposit and advances (note 3) . . . . . . . . . . . . . . . .                   -       131,937             -

Capital assets (note 4) . . . . . . . . . . . . . . . . . . .             442,052             -             -

Mineral properties, at cost (note 5). . . . . . . . . . . . .                   -         5,000        35,000

Deferred exploration costs (schedule 1) . . . . . . . . . . .                   -        20,181        74,586
                                                               $          914,029   $   614,059   $   206,241

Liabilities and Shareholders' Equity

Current liabilities:
  Accounts payable. . . . . . . . . . . . . . . . . . . . . .  $           22,253   $     5,138   $     2,808


Shareholders' equity:
  Share capital (note 6):
    Authorized:
      20,000,000 common shares
        without par value
    Issued and outstanding:
      8,232,342 shares
                                        (October 31,
                                         1999 - 4,086,142;
                                         1998 - 3,691,142)              2,267,763     1,566,009      1,510,509
Warrants and share subscriptions (note 7) . . . . . . . . . .             583,976       535,100             -
Contributed surplus (note 8). . . . . . . . . . . . . . . . .             101,750       101,750       101,750
Deficit (statement 2) . . . . . . . . . . . . . . . . . . . .          (2,061,713)   (1,593,938)   (1,408,826)
                                                                          891,776       608,921       203,433

Subsequent events (notes 7 and 14). . . . . . . . . . . . . .  $          914,029   $   614,059   $   206,241
-------------------------------------------------------------

See accompanying notes to consolidated financial statements.

</TABLE>

On behalf of the Board:

/s/  Paul Dickson (Director)               /s/ Glen Dickson (Director)

<PAGE>

<TABLE>
<CAPTION>


EARTHRAMP.COM  COMMUNICATIONS  INC.
(formerly  Carta  Resources  Ltd.)     Statement  2

Consolidated  Statements  of  Loss  and  Deficit

                                                             Six  months  ended  April  30,     Years  ended  October  31,
                                                                    2000         1999         1999         1998         1997
                                                                      (unaudited)
<S>                                                            <C>          <C>          <C>          <C>          <C>
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   33,052   $        -   $        -   $        -   $        -

Expenses:
  Advertising and promotion . . . . . . . . . . . . . . . . .      87,694            -        7,500        1,584            -
  Amortization. . . . . . . . . . . . . . . . . . . . . . . .      42,114            -            -            -            -
  Bank charges and interest . . . . . . . . . . . . . . . . .           -            -           37           35       (2,049)
  Consulting fees . . . . . . . . . . . . . . . . . . . . . .     157,412            -            -            -            -
  Data feed . . . . . . . . . . . . . . . . . . . . . . . . .      19,022            -            -            -            -
  Office and sundry . . . . . . . . . . . . . . . . . . . . .      27,808         (405)       4,306        3,992        7,056
  Professional fees . . . . . . . . . . . . . . . . . . . . .      53,933        2,702       48,488        7,368       36,566
  Regulatory fees . . . . . . . . . . . . . . . . . . . . . .       6,917        3,300        8,876        2,600        4,709
  Rent. . . . . . . . . . . . . . . . . . . . . . . . . . . .      10,706            -            -            -            -
  Research and development. . . . . . . . . . . . . . . . . .       1,273            -            -            -            -
  Salaries and benefits . . . . . . . . . . . . . . . . . . .      41,941            -            -            -            -
  Telephone, interest and
    cable . . . . . . . . . . . . . . . . . . . . . . . . . .       8,686            -            -            -            -
  Transfer agent. . . . . . . . . . . . . . . . . . . . . . .       6,483        3,084        5,113        3,035        4,434
  Travel and accommodation. . . . . . . . . . . . . . . . . .      11,308            -        1,864        8,046        6,081
                                                                  475,297        8,681       76,184       26,660       56,797
Loss from operations. . . . . . . . . . . . . . . . . . . . .    (442,245)      (8,681)     (76,184)     (26,660)     (56,797)

Miscellaneous income. . . . . . . . . . . . . . . . . . . . .           -            -            -            -        1,270
Interest income . . . . . . . . . . . . . . . . . . . . . . .       4,716            -        3,064        4,049            -
-------------------------------------------------------------

Net loss from continuing operations . . . . . . . . . . . . .    (437,529)      (8,681)     (73,120)     (22,611)     (55,527)

Net loss from discontinued
operations (note 5) . . . . . . . . . . . . . . . . . . . .     (30,246)           -     (111,992)     (28,358)      (2,315)
-------------------------------------------------------------

Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . .    (467,775)      (8,681)    (185,112)     (50,969)     (57,842)

Deficit, beginning of period. . . . . . . . . . . . . . . . .   1,593,938    1,408,826    1,408,826    1,357,857    1,300,015
-------------------------------------------------------------

Deficit, end of period. . . . . . . . . . . . . . . . . . . .  $2,061,713   $1,417,507   $1,593,938   $1,408,826   $1,357,857
-------------------------------------------------------------

Loss per share from
continuing operations . . . . . . . . . . . . . . . . . . .  $    (0.06)  $    (0.01)  $    (0.02)  $    (0.01)  $    (0.02)
-------------------------------------------------------------

Loss per share from
  discontinued operations . . . . . . . . . . . . . . . . . .  $    (0.01)  $        -   $    (0.03)  $    (0.01)  $    (0.00)

Loss per share. . . . . . . . . . . . . . . . . . . . . . . .  $    (0.07)  $    (0.01)  $    (0.05)  $    (0.01)  $    (0.02)
-------------------------------------------------------------

See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

EARTHRAMP.COM  COMMUNICATIONS  INC.
(formerly  Carta  Resources  Ltd.)     Statement  3

Consolidated  Statements  of  Cash  Flows

                                                        Six months ended April 30,    Years  ended  October  31,

                                                               2000        1999      1999        1998       1997
                                                                 (unaudited)
<S>                                                            <C>         <C>       <C>         <C>        <C>
Operating activities:
  Loss from continuing
    operations. . . . . . . . . . . . . . . . . . . . . . . .  $(437,529)  $(8,681)  $ (73,120)  $(22,611)  $ (55,527)
  Add items not
    affecting cash:
      Amortization. . . . . . . . . . . . . . . . . . . . . .     42,114         -           -          -           -
                                                                (395,415)   (8,681)    (73,120)   (22,611)    (55,527)
  Net change in non-cash
    working capital:
Accounts receivable . . . . . . . . . . . . . . . . . . . . .    (33,224)    8,868       8,536    (11,805)        967
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . .     (2,308)        -           -          -           -
Accounts payable. . . . . . . . . . . . . . . . . . . . . . .     10,244    (2,808)      2,330       (972)     34,232
Due to related parties. . . . . . . . . . . . . . . . . . . .          -         -           -          -    (208,507)
-------------------------------------------------------------

Cash from operations - continuing . . . . . . . . . . . . . .   (420,703)   (2,621)    (62,254)   (35,388)   (228,835)
Cash from operations - discontinued . . . . . . . . . . . . .          -         -        (106)   (24,862)     (2,315)
                                                                (420,703)   (2,621)    (62,360)   (60,250)   (231,150)
Investing activities:
  Deferred exploration
    costs . . . . . . . . . . . . . . . . . . . . . . . . . .          -      (800)    (20,981)   (12,029)    (61,991)
  Deposit and advances. . . . . . . . . . . . . . . . . . . .          -         -    (131,937)         -           -
  Mineral properties costs. . . . . . . . . . . . . . . . . .     (5,065)        -      (5,000)    (5,000)    (15,001)
  Net additions to equipment. . . . . . . . . . . . . . . . .   (163,558)        -           -          -           -
  Trade names . . . . . . . . . . . . . . . . . . . . . . . .     (5,796)        -           -          -           -
  Subsidiary cash on
    acquisition . . . . . . . . . . . . . . . . . . . . . . .      2,575         -           -          -           -
                                                                (171,844)     (800)   (157,918)   (17,029)    (76,992)

Financing activities:
  Finders fee . . . . . . . . . . . . . . . . . . . . . . . .    (38,608)        -           -          -           -
  Proceeds from share
    issuance. . . . . . . . . . . . . . . . . . . . . . . . .     15,262         -      54,000          -     468,816
  Proceeds from warrant
    and share subscriptions . . . . . . . . . . . . . . . . .    583,976         -     535,100          -           -
                                                                 560,630         -     589,100          -     468,816

Increase (decrease) in cash . . . . . . . . . . . . . . . . .    (31,917)   (3,421)    368,822    (77,279)    160,674

Cash, beginning of period . . . . . . . . . . . . . . . . . .    453,290    84,468      84,468    161,747       1,073
-------------------------------------------------------------

Cash, end period. . . . . . . . . . . . . . . . . . . . . . .  $ 421,373   $81,047   $ 453,290   $ 84,468   $ 161,747
-------------------------------------------------------------

Represented by:
  Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 406,373   $ 2,554   $  53,290   $  1,053   $     898
  Term deposit. . . . . . . . . . . . . . . . . . . . . . . .     15,000    78,493     400,000     83,415     160,849

                                                               $ 421,373   $81,047   $ 453,290   $ 84,468   $ 161,747

See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>

EARTHRAMP.COM  COMMUNICATIONS  INC.
(formerly  Carta  Resources  Ltd.)

Notes  to  Consolidated  Financial  Statements

Six  months  ended  April  30,  2000  and  1999  (unaudited)  and
Years  ended  October  31,  1999,  1998  and  1997

1.     Nature  of  operations:

At  an  extraordinary  general  meeting of shareholders on December 6, 1999, the
shareholders  approved  by  special resolution the change of name of the Company
from  Carta  Resources  Ltd.  to  Earthramp.com  Communications  Inc.

With the acquisition of Quotes Canada Financial Network Ltd. on November 5, 1999
(note  3),  the Company has changed its business from the exploration of mineral
properties to the creation and distribution of proprietary consumer, finance and
news  information  through  the  development  of  advanced  Internet  websites.

The  Company  has  abandoned  its  mineral  properties  and  has written-off all
capitalized  mineral  property  and  deferred  exploration  costs  (note  5).

2.     Significant  accounting  policies:

(a)     Basis  of  presentation:

The  consolidated  financial  statements  include  the accounts of Earthramp.com
Communications  Inc.  and  its  wholly-owned subsidiary, Quotes Canada Financial
Network Ltd, ("Quotes Canada") from the date of acquisition on November 5, 1999.
The  Company acquired all the outstanding shares of Quotes Canada on November 5,
1999.  The  comparative  figures  are  for  the  Company  itself.

(b)     Cash  and  cash  equivalents:

Cash  equivalents  of  $421,373, $453,290 and $84,468 at April 30, 2000, October
31,  1999 and 1998, respectively, consist of overnight repurchase agreements and
certificates  of  deposits  with an initial term of less than three months.  For
purposes  of  the  statements  of  cash  flows, the Company considers all highly
liquid  debt  instruments with original maturities of three months or less to be
cash  equivalents.

(c)     Equipment:

The  Company  amortizes  its  equipment,  which  is  recorded at cost, using the
diminishing  balance  method  at  the  following  rates:

                 Computer  equipment           30%
                 Furniture  and  equipment     20%

(d)     Mineral  properties  and  deferred  exploration  costs:

The  Company  capitalizes acquisition, exploration and development costs related
to mineral properties.  The costs of abandoned properties are charged to expense
in  the  year of abandonment.  The cost of producing properties will be depleted
by  the  unit-of-production  method  based  on  estimated  proven  reserves.

<PAGE>

EARTHRAMP.COM  COMMUNICATIONS  INC.
(formerly  Carta  Resources  Ltd.)

Notes  to  Consolidated  Financial  Statements,  page  2

Six  months  ended  April  30,  2000  and  1999  (unaudited)  and
Years  ended  October  31,  1999,  1998  and  1997

2.     Significant  accounting  policies  (continued):

(e)     Goodwill:

The  excess  of the purchase price for the acquisition, for accounting purposes,
of Quotes Canada over the fair value of the net liabilities of Quotes Canada has
been  capitalized  as goodwill.  It is being amortized over five years using the
straight-line  method.  The  Company reviews the carrying values of goodwill and
other  long-term assets on a periodic basis when factors indicate that there may
have  been  a permanent impairment in value.  The recoverability of goodwill and
other long-term assets is based upon an assessment of projected future operating
cash  flows  calculated on an undiscounted basis when the carrying value is less
than  the  projected  cash  flows,  a  provision is recorded for the difference.

(f)     Income  taxes:

The  Company accounts for income taxes on the tax allocation method.  Under this
method,  timing  differences  between  reported  and  taxable  income  result in
provisions  for  income  taxes  not  currently payable.  Such timing differences
result  primarily  as  a  result  of claiming depreciation and depletion for tax
purposes  at amounts differing from those charged to income.  The tax benefit of
losses  is  only  recognized  to  the  extent  that  the  benefit  is of virtual
certainty.

(g)     Use  of  estimates:

Management  of  the  Company  has  made  a  number  of estimates and assumptions
relating  to  the  reporting  of  assets  and  liabilities and the disclosure of
contingent  assets  and  liabilities  to  prepare  these financial statements in
conformity  with  Canadian  generally  accepted  accounting  principles.  Actual
results  could  differ  from  those  estimates.

(h)     Share  option  plan:

The Company applies the intrinsic value-based method of accounting by Accounting
Principles  Board  ("APB")  Opinion  No.  25,  Accounting  for  Stock  Issued to
Employees,  and  related interpretations, in accounting for its fixed plan stock
options.  As  such,  compensation expense would be recorded on the date of grant
only  if  the current market price of the underlying stock exceeded the exercise
price.

(i)     Loss  per  share:

Loss  per  share  is  calculated  using  the  weighted  average number of shares
outstanding  for  the  year  as  follows:


<TABLE>
<CAPTION>


Six months ended April 30,

<S>                         <C>
2000 . . . . . . . . . . .  7,224.869
1999 . . . . . . . . . . .  3,716,142

Year ended October 31,

1999 . . . . . . . . . . .  3,739,553
1998 . . . . . . . . . . .  3,691,142
1997 . . . . . . . . . . .  3,322,180
</TABLE>

<PAGE>

EARTHRAMP.COM  COMMUNICATIONS  INC.
(formerly  Carta  Resources  Ltd.)

Notes  to  Consolidated  Financial  Statements,  page  3

Six  months  ended  April  30,  2000  and  1999  (unaudited)  and
Years  ended  October  31,  1999,  1998  and  1997

2.     Significant  accounting  policies  (continued):

(j)     Comparative  figures:

Comparative  figures  are  reclassified  to conform with the presentation of the
current  period.

(k)     Financial  instruments:

The fair values of cash, term deposits, accounts receivable and accounts payable
approximates  carrying  values due to the short-term nature of these items.  The
Company  does  not  have  any  derivative  financial  instruments for any of the
periods  presented.

(l)     Escrow  shares

The  Company  records escrow shares issued to officers and directors at the cash
amounts  received.  Upon  release  of  the  escrow  shares  when the performance
criteria  are achieved or on cancellation if not achieved, no further accounting
entries  are  recorded.

(m)     Revenue  recognition  policies

The  company principally derives its revenue  from  service  contracts  for  the
provision  of  financial  data  only,  service  contracts  for  the provision of
financial  data  together  with  analytical  software,  subscriptions  to
Quotescanada.com,  and the sale of advertising on its website.  License fees for
data  feed are billed at the beginning of the month with a 30-day payment terms.
License  fees  for  software  are  billed  at the end of the month with a 30-day
payment  terms.  Revenue is recognized for license fees whether for data feed or
analytical  software  at the end of each month for the services provided in that
month.  Revenue  is  allocated  between  data  feed  and  analytical software in
multiple  service  contracts  based on the stated contractual amounts, which are
consistent with the amounts charged for single service contracts.  The Company's
revenue recognition policies for license fees are in accordance with the AICPA's
SOP  97-2  and EITF 00-3.  Revenue from the sale of advertising is recognized as
the advertising is displayed on the website.  Subscriptions for Quotescanada.com
are  generally  paid  by  credit  card prior to the month of service.  These and
other  payments  received  prior  to  services  being  rendered  are included in
deferred  revenue  and  as  services  are  rendered,  the proportionate share is
recognized  as  revenue.  Advertising  barter  transactions are recorded at zero
unless  historical  evidence  of  previous  similar  cash  transactions  exists.

(n)     Website  development  costs

     Website  development  costs  are  expensed  as  incurred.

<PAGE>

EARTHRAMP.COM  COMMUNICATIONS  INC.
(formerly  Carta  Resources  Ltd.)

Notes  to  Consolidated  Financial  Statements,  page  4

Six  months  ended  April  30,  2000  and  1999  (unaudited)  and
Years  ended  October  31,  1999,  1998  and  1997


3.     Deposit  and  advances  and  acquisition  of  Quotes  Canada:

Deposit  and  advances  at  October  31,  1999  represent  the  following:

Non-refundable  advance  on  acquisition  of  Quotes  Canada     $     50,000

Advances  to  Quotes  Canada,  without  interest  or
stated  terms  of  repayment                                    $      81,937
-----------------------------------------------------------------------------
                                                                $     131,937

The  Company  entered  into  an  agreement  on June 1, 1999 whereby it agreed to
acquire a 100% interest in Quotes Canada at a total cost of $240,000, consisting
of  a  non-refundable  payment  of $50,000 (which amount was paid by October 31,
1999)  and  the  issuance  of  1,000,000  common shares at a fair value of $0.19
(based  on  the  average  trading price of the Company's shares for the ten days
ended May 31, 1999) to the shareholders.  The agreement was modified on November
30,  1999  by recharacterizing the $50,000 non-refundable payment as a repayment
of  shareholder  loans,  which  had  been  advanced  by  the  vendors  (existing
shareholders) of Quotes Canada prior to the acquisition.  Quotes Canada provides
real-time  stock market quotes and other financial information from its website.
The  shares  may  not  be  traded  until  June  1,  2000.

The  acquisition  was  subject to approval by the Company's shareholders and the
Vancouver  Stock  Exchange.  Approval  of  the  acquisition  of Quotes Canada as
outlined  above  was received from the Company's shareholders on August 12, 1999
and  the Vancouver Stock Exchange on November 5, 1999.  On December 6, 1999, the
shareholders also approved the issuance of an additional 1,526,200 escrow shares
to  the  initial  and  additional  principals  of the Company as a result of the
acquisition of Quotes Canada.  The escrow shares were issued on February 8, 2000
at $0.01 per share for total consideration of $15,262.  The escrow shares can be
released  based  on  an  earn-out formula equal to approximately 10.5 shares for
every $1 of cumulative cash flow.  No additional value above the $0.01 per share
has  been  ascribed  to  these escrow shares on the acquisition of Quotes Canada
given  their  contingent  nature.

No  finders'  fees  were  paid  in  connection  with  this  acquisition.


<PAGE>

EARTHRAMP.COM  COMMUNICATIONS  INC.
(formerly  Carta  Resources  Ltd.)

Notes  to  Consolidated  Financial  Statements,  page  5

Six  months  ended  April  30,  2000  and  1999  (unaudited)  and
Years  ended  October  31,  1999,  1998  and  1997


3.     Deposit  and  advances  and  acquisition  of  Quotes  Canada (continued):

This  acquisition  will  be  accounted  for  using  the  purchase method with an
effective  date  of  November  5,  1999  and  is  summarized  as  follows:

<TABLE>
<CAPTION>



Net Acquired Assets
<S>                    <C>
Current assets. . . .  $ 13,999
Equipment . . . . . .     4,308
Goodwill. . . . . . .   250,500

                       $328,807

Liabilities Assumed

Current liabilities .  $  6,871
Long-term liabilities    81,936
---------------------

                       $ 88,807

Consideration paid:

  Cash. . . . . . . .  $ 50,000
  Shares issued . . .   190,000

                       $240,000
</TABLE>


<PAGE>

EARTHRAMP.COM  COMMUNICATIONS  INC.
(formerly  Carta  Resources  Ltd.)

Notes  to  Consolidated  Financial  Statements,  page  6

Six  months  ended  April  30,  2000  and  1999  (unaudited)  and
Years  ended  October  31,  1999,  1998  and  1997

3.     Deposit  and  advances  and  acquisition  of  Quotes  Canada (continued):

A summarized pro-forma statement of loss of the Company assuming the acquisition
of  Quotes  Canada  had  occurred on November 5, 1998 financed by a common share
issuance  of  $190,000  and  cash  of  $50,000,  is  as  follows:

<TABLE>
<CAPTION>


<S>                                <C>
Revenues. . . . . . . . . . . . .      $ 12,383

Expenses:
    General and administrative. . . .    19,431
    Stock quotation services. . . . .    24,124
    Depreciation and amortization . .    55,090
    Professional fees . . . . . . . .    57,031
    Travel, advertising and promotion    12,915
    Regulatory and transfer agent . .    13,989
    Mineral properties written-off. .   111,992

                                        294,572

Loss from operations. . . . . . .       282,189

Interest income . . . . . . . . .         3,064
---------------------------------
Net loss. . . . . . . . . . . . .      $279,125
---------------------------------      --------
</TABLE>

<TABLE>
<CAPTION>

4.     Capital  assets:

Capital  assets  represent  the  following:

                                                       April  30,
                                                             2000
                                                             ----
                                        Accumulated      Net book
                          Cost          amortization        value
                                                      (unaudited)
<S>                       <C>           <C>            <C>
Computer equipment . . .  $    203,815  $      19,982  $183,833
Furniture and equipment.        29,045          2,072    26,973
Trade names. . . . . . .         5,796              -     5,796
Goodwill (note 3). . . .       250,500         25,050   225,450

                          $    489,156  $      47,104  $442,052
</TABLE>

<PAGE>

EARTHRAMP.COM  COMMUNICATIONS  INC.
(formerly  Carta  Resources  Ltd.)

Notes  to  Consolidated  Financial  Statements,  page  7

Six  months  ended  April  30,  2000  and  1999  (unaudited)  and
Years  ended  October  31,  1999,  1998  and  1997

5.     Mineral  properties  and  discontinued  operations:

<TABLE>
<CAPTION>


               April  30,          October  31,          October  31,
               2000                1999                  1998
              (unaudited)
<S>                 <C>            <C>                   <C>
Yukon property      $   -          $5,000                $     -
Manitoba property.      -             -                   35,000

                    $   -          $5,000                $35,000
</TABLE>

(a)     Yukon  property:

The  Company  entered  into  an agreement dated April 29, 1999 to acquire a 100%
interest  in  certain mineral claims in the Dawson Mining District in the Yukon.
The  terms  of  the  agreement  were  as  follows:

-     paying  a  total  of  $55,000;  such  sum  shall  be  paid  as  follows:

(i)     $5,000 is due and payable on the signing of the agreement, which sum has
been  paid;

(ii)     $10,000  is  due  and  payable  on  or  before  May  1,  2000;

(iii)     $10,000  is  due  and  payable  on  or  before  May  1,  2001;

(iv)     $10,000  is  due  and  payable  on  or  before  May  1,  2002;  and

(v)     $20,000  is  due  and  payable  on  or  before  May  1,  2003.

During  the  six  months  ended  April 30, 2000, these claims were abandoned and
$5,000  in  mineral  claims  was  written-off.

(b)     Manitoba  property:

The  Company  entered  into  an agreement to purchase a 100% interest in certain
lithium  claims  in  the  Wekusko Lake area of Manitoba.  Under the terms of the
original  agreement  dated  October  30, 1995, the Company had to pay a total of
$250,000  over  a period from signing the agreement to October 30, 2000.  It had
complied  with the terms of the agreement and paid a total of $30,000 to October
30,  1997.  On October 29, 1998, the agreement was amended and the terms were as
follows:

-     paying  a  total  of  $260,000,  such  sum  to  be  paid  as  follows:

(i)     on  October  30,  1998:  $5,000 was due and payable, which sum was paid,
plus  the  issue of 25,000 free trading shares of the Company (which shares were
not  issued  until  after  the  1998  year  end  pending  regulatory  approval);

<PAGE>

EARTHRAMP.COM  COMMUNICATIONS  INC.
(formerly  Carta  Resources  Ltd.)

Notes  to  Consolidated  Financial  Statements,  page  8

Six  months  ended  April  30,  2000  and  1999  (unaudited)  and
Years  ended  October  31,  1999,  1998  and  1997

5.     Mineral  properties  (continued):

(b)     Manitoba  property  (continued):

(i)     on  October 30, 1999: an additional $5,000 was due and payable, plus the
issue  of  an  additional  25,000  free trading shares of the Company (terms not
complied  with  in  1999);

(ii)     on  October  30,  2000,  an  additional  $10,000  was  due and payable;

(iii)     on  October  30,  2001,  an  additional  $10,000  was due and payable;

(iv)     on  October  30,  2002,  an  additional  $10,000  was  due and payable;

(v)     on  October  30,  2003,  an  additional  $20,000  was  due  and payable;

(vi)     on  October  30,  2004,  an additional $25,000 was due and payable; and

(vii)     on  or  before  October  30, 2005: $175,000 was due and payable.  This
$175,000  could be payable in cash and shares with a 50/50 cash and share split.
The  shares  will  be  issued in accordance with the British Columbia Securities
laws  and  will be issued at a deemed value of the average closing trading price
for  the  previous  90  trading  days;

-     incurring  exploration expenditures of not less than an aggregate $250,000
to  October  30,  2003;  and

-     on  commencement of commercial production, the property will be subject to
a  Net Smelter Return ("NSR") of 2.5%.  1.5% of this NSR may be purchased at any
time  for  $1,000,000.

During  the year, these claims were abandoned and the deferred exploration costs
written-off.

(c)     Discontinued  operations:

The  Company  abandoned  its  Manitoba  mineral  property  in 1999 and its Yukon
mineral  property in 2000.  As at April 30, 2000, the Company no longer operates
an  exploration and development of mineral properties segment.  As a result, the
exploration  and  development  of  mineral  properties  represents  discontinued
operations  effective  for the first quarter of fiscal 2000.  In accordance with
Canadian  generally  accepted  accounting  principles,  prior  year  and  period
comparative figures have been reclassified in the statements of loss and deficit
and  cash  flows  to  reflect discontinued operations accounting.  The loss from
discontinued  operations  includes  the  following:

<TABLE>
<CAPTION>

                   Six months ended April 30,        Years  ended  October  31,
                          2000     1999             1999       1998        1997
                           (unaudited)
<S>                       <C>      <C>              <C>         <C>        <C>
Exploration expenses . .  $  -     $   -            $     106   $ 24,862   $ 2,315
Write down of mineral
properties and deferred
exploration costs. . . .   30,246      -              111,886      3,496         -

                         $(30,246)     -            $(111,982)  $(28,458)  $(2,315)
</TABLE>

<PAGE>

EARTHRAMP.COM  COMMUNICATIONS  INC.
(formerly  Carta  Resources  Ltd.)

Notes  to  Consolidated  Financial  Statements,  page  9

Six  months  ended  April  30,  2000  and  1999  (unaudited)  and
Years  ended  October  31,  1999,  1998  and  1997
<TABLE>
<CAPTION>


6.     Share  capital:


                                                             Number        Amount
<S>                                                        <C>         <C>
Balance, October 31, 1996 . . . . . . . . . . . . . . . .  1,371,092   $  787,668
Shares issued for cash. . . . . . . . . . . . . . . . . .  1,558,500      461,316
Shares issued for debt settlement . . . . . . . . . . . .    711,550      355,775
Escrow shares cancelled . . . . . . . . . . . . . . . . .   (700,000)    (101,750)
New escrow shares issued for cash . . . . . . . . . . . .    750,000        7,500
---------------------------------------------------------

Balance, October 31, 1997 and 1998. . . . . . . . . . . .  3,691,142    1,510,509
Shares issued pursuant to the purchase of the
Manitoba property . . . . . . . . . . . . . . . . . . . .     25,000        1,500
Shares issued pursuant to the purchase of the
Yukon property. . . . . . . . . . . . . . . . . . . . . .     10,000            -
Shares issued pursuant to the exercise of stock options .    360,000       54,000
---------------------------------------------------------

Balance, October 31, 1999 . . . . . . . . . . . . . . . .  4,086,142    1,566,009
Shares issued pursuant to acquisition of 100% interest
in Quotes Canada (note 3) . . . . . . . . . . . . . . . .  1,000,000      190,000
Shares issued pursuant to share subscriptions from
private placement (note 7(b)) . . . . . . . . . . . . . .  1,270,000      443,992
Shares issued pursuant to share subscriptions (note 7(a))    350,000       52,500
---------------------------------------------------------
Escrow shares issued for cash (note 3). . . . . . . . . .  1,526,200       15,262
---------------------------------------------------------

Balance, April 30, 2000 . . . . . . . . . . . . . . . . .  8,232,342   $2,267,763
---------------------------------------------------------

Included in issued and outstanding shares are  2,125,000  (1999  598,800;  1998
750,000) escrow shares, which may not be traded, transferred or released without
consent of regulatory authorities (note 3).
</TABLE>

7.     Special  warrants  and  share  subscriptions:

During  1999,  the  Company  entered  into  two  private placement agreements as
follows:

(a)     Subscribers  received 350,000 special warrants at a price of $0.15 each.
Each  warrant  was exchangeable, at no additional consideration, into one common
share  and  one  share  purchase  warrant to purchase one additional share for a
period  of  two  years  at  a  price of $0.30 per share.  Approval by regulatory
authorities  was  received  on  November  5, 1999 and 350,000 common shares were
issued  on  November  30,  1999.

(b)     Subscribers  received  1,270,000  units  at a price of $0.38.  Each unit
consisted  of one common share and warrant to acquire one-half of a share.  Each
share  purchase  warrant  was exchangeable, at no additional consideration, into
one-half  of  one  common share for a two year period at a price of $0.48 in the
first  year  and  $0.58  in  the  second  year.  The underlying shares and share
purchase  warrants  are  subject  to  a  12-month  hold  period.  A finder's fee
agreement  was  entered  into whereby 8% of the gross proceeds from this private
placement  totaling  $36,608  was due and payable ten days following the date of
all necessary approvals by regulatory authorities, which approvals were received
on  November  5,  1999  and  1,270,000  shares were issued on November 12, 1999.

<PAGE>

EARTHRAMP.COM  COMMUNICATIONS  INC.
(formerly  Carta  Resources  Ltd.)

Notes  to  Consolidated  Financial  Statements,  page  10

Six  months  ended  April  30,  2000  and  1999  (unaudited)  and
Years  ended  October  31,  1999,  1998  and  1997

7.     Special  warrants  and  share  subscriptions  (continued):

During  2000,  the  Company  entered into a private placement agreement to issue
1,000,000  special  warrants  at a price of $1.46 per special warrant, for gross
proceeds of $1,460,000.  $583,976 was received by the Company prior to April 30,
2000.  The  remaining  subscription  price  was received subsequent to April 30,
2000  and  the  special warrants were issued on May 16, 2000.  A finder's fee of
$109,500  was  paid  pursuant  to  this  private  placement.

8.     Contributed  surplus:

Contributed  surplus  arose  from the cancellation of 700,000 old escrow shares.

9.     Government  grants:

The  Company  received  a  $10,000 grant from the Manitoba government during the
1998  fiscal year.  The deferred exploration costs are net of $34,047, being the
total  grants  received  to  date.

10.     Income  taxes:

The  Company  has  non-capital  tax  losses  totaling  $805,630, which expire as
follows:

2002     $     29,534
2003           80,673
2004           57,842
2005           50,969
2006          148,612
2007          438,000
                 ----
        $     805,630

11.     Segmented  information:

For  the  three  years  ended  October  31,  1999, the Company had one operating
segment  -  the exploration and development of mineral properties in Canada.  In
late  1999,  in conjunction with the potential acquisition of Quotes Canada, the
Company  paid a $50,000 non-refundable deposit and $81,937 in advances to Quotes
Canada  (note  3).  These  transactions  have  led  to a change in the Company's
business (note 1).  For the six months ended April 30, 2000, all operations were
related  to  the  Company's  new  business  except for the write-down of mineral
properties  of  $30,246,  which  related  to  the exploration and development of
mineral  properties.  At  April  30, 2000, the Company has abandoned all mineral
properties  and  no  longer  conducts  operations  in  this  segment.

<PAGE>

EARTHRAMP.COM  COMMUNICATIONS  INC.
(formerly  Carta  Resources  Ltd.)

Notes  to  Consolidated  Financial  Statements,  page  11

Six  months  ended  April  30,  2000  and  1999  (unaudited)  and
Years  ended  October  31,  1999,  1998  and  1997

12.     Uncertainty  due  to  the  Year  2000  Issue:

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

13.     Differences  between  United  States  and  Canadian  generally  accepted
        accounting  principles:

The  financial  statements  are  prepared  in accordance with generally accepted
accounting  principles  in  Canada.  Significant  differences  to  accounting
principles generally accepted in the United States ('U.S. GAAP") are as follows:

(a)     Income  taxes:

The  Company  would,  under  U.S.  GAAP,  be  subject  to Statement of Financial
Accounting  Standard  No.  109,  "Accounting  for  Income Taxes".  Adopting this
Standard  would  have no material effect on net income of the Company for any of
the  years  presented.  The  following  additional disclosure would be provided:

<TABLE>
<CAPTION>

                         April  30,    October 31,    October  31,
                              2000           1999             1998
                          (unaudited)
<S>                        <C>         <C>            <C>
Deferred tax assets:
Net operating losses. . .  $ 362,500   $ 165,000      $ 98,600
Less valuation allowance.   (362,500)   (165,000)      (98,600)
-------------------------

Net deferred tax assets .          -           -             -
Deferred tax liabilities.          -           -             -
-------------------------

Deferred tax assets, net.  $       -   $       -      $      -
-------------------------
</TABLE>

A  valuation  allowance  equal  to  the  net deferred tax asset balance has been
recorded  as  the  realization  of  such losses during the carry-forward period,
cannot  be  considered  to  be  more  likely  than  not.

<PAGE>

EARTHRAMP.COM  COMMUNICATIONS  INC.
(formerly  Carta  Resources  Ltd.)

Notes  to  Consolidated  Financial  Statements,  page  12

Six  months  ended  April  30,  2000  and  1999  (unaudited)  and
Years  ended  October  31,  1999,  1998  and  1997

13.     Differences  between  United  States  and  Canadian  generally  accepted
        accounting  principles  (continued):

(b)     Mineral  properties  and  deferred  exploration  costs:

Under  U.S.  GAAP,  mineral property exploration expenditures and land-use costs
relating to mineral properties for which commercial feasibility has not yet been
established  are  expensed  in the period incurred.  For U.S. GAAP purposes, the
Company  has  expensed  these  costs in the year incurred.  Under Canadian GAAP,
these  costs  are deferred and amortized over the estimated life of the property
following  the  commencement  of  commercial  production  or  written-off if the
property  is  sold,  allowed  to  lapse  or  abandoned.

The  Company  abandoned the Manitoba Mineral property in fiscal 1999 and $35,000
in  capitalized acquisition costs and $75,386 in deferred exploration costs were
expensed  as  "net  loss  from discontinued operations" in statement of loss and
deficit.  For  U.S.  GAAP,  the  write-down was $35,000 as exploration costs are
expensed  as  incurred under U.S. GAAP.  The Company abandoned the Yukon Mineral
property  in fiscal 2000 and $5,000 in capitalized acquisition costs and $20,181
in  deferred  exploration  costs  were  expensed  as "net loss from discontinued
operations" in the statement of loss and deficit.  For U.S. GAAP, the write down
was  $5,000  as  exploration  costs  are  expensed  as incurred under U.S. GAAP.

(c)     Stock  based  compensation:

Under  U.S.  GAAP  and  applying  the  intrinsic  value  method of valuing stock
options,  compensation  expense  is  recorded  if  stock  options  are issued to
officers  at  an  option  price,  which  is  less  than  the market value of the
underlying  shares  at the option grant date.  Under Canadian GAAP, compensation
expense  is  generally  not  recorded  in  these  circumstances.  For U.S. GAAP,
compensation expense of $476,500 has been recorded in the six months ended April
30,  2000  for 350,000 common shares issued to employees at $0.15 per share when
the  trading  price  of  the  Company's  shares was $0.19 per share (Note 7(a)),
450,000 common stock options issued to employees and directors at $1.24 when the
trading price of the Company's shares was $2.09 and 125,000 common stock options
issued to employees and directors when the trading price of the Company's shares
was  $3.70.  The Company has not allocated any of the consideration received nor
any  compensation expense to the 350,000 share purchase warrants as the exercise
price  of  $0.30 is higher than the $0.19 trading price of the underlying common
shares  at  the  date  of  issuance.

In  accordance  with  Statement  of  Financial  Accounting  Standards  No.  123,
"Accounting  for  Stock-Based  Compensation",  which became effective for fiscal
years  beginning  after  December 15, 1995, the Company has opted to continue to
apply  the intrinsic value method of valuing stock options granted to employees.
If the fair value method had been used compensation for stock options granted to
directors,  officers  and  employees  for the six months ended April 30, 2000 of
$663,275  (1997 - $44,800) would have been recorded increasing the reported loss
by  such amount.  Accordingly, the pro-forma loss and loss per share for the six
months  ended  April 30, 2000 and for the year ended October 31, 1997 under U.S.
GAAP  are $1,587,369 and $0.27 (1997 - $168,694 and $0.08).  There were no stock
options  issued  in  1999  and  1998.

The  fair  value  of  options  granted  was  estimated  using  the Black-Scholes
option-pricing  model with the following weighted average assumptions: risk-free
interest  rate  of  6% (1997 - 6%); no annual dividends; expected lives equal to
one-half  the  option  lives;  and  volatility  of  126%  (1997  -  109%).

<PAGE>

EARTHRAMP.COM  COMMUNICATIONS  INC.
(formerly  Carta  Resources  Ltd.)

Notes  to  Consolidated  Financial  Statements,  page  13

Six  months  ended  April  30,  2000  and  1999  (unaudited)  and
Years  ended  October  31,  1999,  1998  and  1997

13.     Differences  between  United  States  and  Canadian  generally  accepted
        accounting  principles  (continued):

(d)     Stock  options:

The  Company  does  not  have a formal stock option plan available to all of its
existing  officers  and  employees.  The  Company has and will continue to issue
stock  options to officers or employees if and when the Board of Directors deems
that  stock  options  should  be  issued.

A  continuity  of the Company's stock options for the past three fiscal years is
as  follows:

<TABLE>
<CAPTION>

                                   April  30,     October 31,    October  31,       October  31,
                                         2000           1999              1998              1997
<S>                                     <C>       <C>            <C>               <C>
Balance outstanding, beginning of year        -   360,000        360,000                    -
Granted during the period. . . . . . .  575,000         -         -                   360,000
Exercised at an average price of $0.15        -  (360,000)        -                         -
Cancelled or expired during the year .        -         -              -                    -
--------------------------------------

                                        575,000         -        360,000              360,000
</TABLE>

The  360,000  options  granted  in  1997  were at an exercise price of $0.15 per
share,  which  was  equal  to  the market value of the shares at the grant date.
These  options  were  exercised  in  1999.  There  are no options outstanding at
October  31,  1999.  During  the  six  months  ended April 30, 2000, the Company
granted 450,000 incentive stock options exercisable up to January 27, 2005 at an
exercise  price  of  $1.24  per  share  and  125,000  incentive  stock  options
exercisable  up  to  March 8, 2005 at an exercise price of $3.06 per share for a
total  of  575,000  options  which  were  outstanding  as  April  30,  2000.

(e)     Escrow  shares:

Under  U.S.  GAAP,  escrow  shares  are  treated  as a compensatory arrangement.
Compensation  expense  is recognized in the statement of operations for the fair
value  of  the  shares  released  to  a shareholder that provides services as an
officer,  director, employee, consultant or contractor.  $12,096 in compensation
expense  has been recorded in 1999 for escrow shares that were released in 1999.

(f)     Loss  per  share:

Under  U.S.  GAAP,  escrow  shares are excluded from the calculation of weighted
average  common shares outstanding during the years.  750,000 common shares were
held  in  escrow  since  July  11,  1996.  151,200  of  these escrow shares were
released  in  1999  based  on performance criteria set by regulators.  1,526,200
escrow  shares were issued on February 8, 2000 as a result of the acquisition of
Quotes  Canada.

<PAGE>

EARTHRAMP.COM  COMMUNICATIONS  INC.
(formerly  Carta  Resources  Ltd.)

Notes  to  Consolidated  Financial  Statements,  page  14

Six  months  ended  April  30,  2000  and  1999  (unaudited)  and
Years  ended  October  31,  1999,  1998  and  1997

13.     Differences  between  United  States  and  Canadian  generally  accepted
        accounting  principles  (continued):

(g)     Reporting  comprehensive  income:

Effective  for  fiscal  years  beginning  after  December 15, 1997, Statement of
Financial  Accounting  Standards  No.  130  ("FAS 130") "Reporting Comprehensive
Income",  is  applicable  for U.S. GAAP purposes.  FAS 130 establishes standards
for  the  reporting  and display of comprehensive income and its components in a
full  set  of  general  purpose financial statements.  FAS 130 requires that all
items  that  are  required  to  be  recognized  under  accounting  standards  as
components  of  comprehensive  income be reported in a financial statement.  The
Company  does  not  have  any  items to be recognized under comprehensive income
except  for  the  items  in  the  statement  of  operations;

(h)     New  accounting  pronouncements;

In  June  1998,  the  Financial  Accounting  Standards Board (the "FASB") issued
Statement  of  Financial  Accounting Standards ("SFAS") No. 133, "Accounting for
Derivative  Instruments  and  Hedging  Activities".  SFAS  No.  133  establishes
standards  for  derivative instruments, including certain derivative instruments
imbedded  in  other  contracts, and for hedging activities.  It requires that an
entity recognized all derivatives as either assets or liabilities in its balance
sheet and measures those instruments at fair value.  This statement is effective
for  all  fiscal  quarters of fiscal years beginning after June 15, 1999.  As at
October  31,  1999,  the  Company  does  not  have  any  derivative  or  hedging
instruments  and,  therefore,  does  not  believe the adoptions of FAS 133 would
result  in  a  material  GAAP  difference.

(i)     Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of;

The  Company accounts for long-lived assets in accordance with the provisions of
SFAS  No.  121,  Accounting  for  the  Impairment  of  Long-Lived Assets and for
Long-Lived  Assets  to  Be Disposed Of.  This Statement requires that long-lived
assets  and certain identifiable intangibles be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying amount of an asset
may  not  be  recoverable.  Recoverability  of  assets  to  be  held and used is
measured  by  a comparison of the carrying amount of an asset to future net cash
flows  expected  to be generated by the asset.  If such assets are considered to
be  impaired, the impairment to be recognized is measured by the amount by which
the  carrying  amount of the assets exceed the fair value of the assets.  Assets
to be disposed of are reported at the lower of the carrying amount or fair value
less  costs  to  sell.

The  effect  of  the  differences between Canadian GAAP and U.S. GAAP (including
practices  described by the SEC) on the balance sheets, statements of operations
and  cash  flows  is  summarized  as  follows:


<TABLE>
<CAPTION>

                                           April  30,        October  31,     October  31,
                                           2000              1999             1998
                                          (unaudited)
<S>                                              <C>         <C>              <C>
Deferred exploration costs under Canadian GAAP.  $   -       $ 20,181         $ 74,586
Adjustments for deferred exploration costs. . .      -        (20,181)         (74,586)
-----------------------------------------------

Deferred exploration costs under U.S. GAAP. . .  $   -       $      -         $      -
-----------------------------------------------
</TABLE>

<PAGE>

EARTHRAMP.COM  COMMUNICATIONS  INC.
(formerly  Carta  Resources  Ltd.)

Notes  to  Consolidated  Financial  Statements,  page  15

Six  months  ended  April  30,  2000  and  1999  (unaudited)  and
Years  ended  October  31,  1999,  1998  and  1997

13.     Differences  between  United  States  and  Canadian  generally  accepted
        accounting  principles  (continued):

<TABLE>
<CAPTION>

                                               April  30,    October  31,   October  31,
                                                  2000           1999           1998
                                             (unaudited)
<S>                                        <C>             <C>            <C>
Share capital under Canadian GAAP . . . .  $   2,267,763   $  1,566,009   $ 1,510,509
-----------------------------------------
Adjustment for escrow shares. . . . . . .         12,096         12,096            --
-----------------------------------------
Adjustment for stock compensation . . . .        476,500              -             -

Share capital under U.S. GAAP . . . . . .  $   2,756,359   $  1,578,105   $ 1,510,509
-----------------------------------------

                                                 April 30,   October 31,   October 31,
                                                    2000         1999          1998
                                               (unaudited)

Deficit under Canadian GAAP . . . . . . .  $  (2,061,713)  $ (1,593,938)  $(1,408,826)
-----------------------------------------
Adjustment for escrow shares. . . . . . .        (12,096)       (12,096)            -
Adjustment for mineral properties . . . .              -        (20,181)      (74,856)
Adjustment for stock compensation . . . .       (476,500)             -             -

Deficit under U.S. GAAP . . . . . . . . .  $  (2,550,309)  $ (1,626,215)  $(1,483,682)
-----------------------------------------

                                                 April 30,     October  31,  October 31,
                                                    2000           1999         1998
                                                (unaudited)

Shareholders' equity under Canadian GAAP.  $     914,029   $    608,921   $   203,433
-----------------------------------------
Adjustment for mineral properties . . . .              -        (20,181)      (74,856)

Shareholders' equity under U.S. GAAP. . .  $     914,029   $    588,740   $   128,577
-----------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                 Six  months
                                                     ended
                                                   April  30,     Years  ended  October  31,
                                                     2000        1999       1998        1997
                                                 (unaudited)
<S>                                               <C>          <C>        <C>        <C>

Loss for the period under Canadian GAAP           $(467,775)  $(185,112)  $(50,969)  $(57,842)
Adjustment for mineral properties                   20,181      54,405     (8,534)    (66,052)
Adjustment for escrow shares                          -        (12,096)       -          -
------------------------------------------------
Adjustment for compensation expense               (476,500)       -           -          -

Loss for the period under U.S. GAAP               $(924,094)  $(142,803)  $(59,503)  $(123,894)
------------------------------------------------
Loss from continuing operations under
Canadian GAAP                                     $(437,529)  $(73,120)   $(22,511)  $(55,527)
Adjustment for escrow shares                          -        (12,096)       -          -
Adjustment for compensation expense               (476,500)       -           -          -
------------------------------------------------

Loss from continuing operations under U.S. GAAP   $(914,029)  $(85,216)   $(22,511)  $(55,527)
------------------------------------------------
</TABLE>

<PAGE>

EARTHRAMP.COM  COMMUNICATIONS  INC.
(formerly  Carta  Resources  Ltd.)

Notes  to  Consolidated  Financial  Statements,  page  16

Six  months  ended  April  30,  2000  and  1999  (unaudited)  and
Years  ended  October  31,  1999,  1998  and  1997

13.     Differences  between  United  States  and  Canadian  generally  accepted
        accounting  principles  (continued):

<TABLE>
<CAPTION>

                                                  Six  months
                                                     ended
                                                    April  30,    Years  ended  October  31,
                                                      2000        1999       1998       1997
                                                   (unaudited)
<S>                                                 <C>        <C>         <C>        <C>
Loss from discontinued operations under
Canadian GAAP                                       $(30,246)  $(111,992)  $(28,458)  $(2,315)
--------------------------------------------------
Adjustment for mineral properties                    20,181      54,405     (8,534)   (66,052)

Loss from discontinued operations under U.S. GAAP   $(10,065)  $(57,587)   $(36,992)  $(66,267)
--------------------------------------------------

</TABLE>


<TABLE>
<CAPTION>

                                            Six  months
                                              ended
                                            April  30,       Years  ended  October  31,
                                               2000           1999     1998     1997
                                            (unaudited)
<S>                                           <C>             <C>      <C>      <C>
Loss per share from continuing operations. .  $(0.15)         $(0.02)  $(0.01)  $(0.03)
--------------------------------------------
Loss per share from discontinued operations.  $(0.00)         $(0.02)  $(0.01)  $(0.03)
Loss per share under U.S. GAAP . . . . . . .  $(0.15)         $(0.04)  $(0.02)  $(0.06)
</TABLE>


<TABLE>
<CAPTION>

                            Six  months
                              ended
                             April  30,     Years  ended  October  31,
                               2000         1999       1998       1997
                            (unaudited)
<S>                          <C>            <C>        <C>        <C>
Weighted average number of
---------------------------
shares under U.S. GAAP. . .  5,938,441      3,269,414  2,941,142  2,167,100
</TABLE>

<PAGE>

EARTHRAMP.COM  COMMUNICATIONS  INC.
(formerly  Carta  Resources  Ltd.)

Notes  to  Consolidated  Financial  Statements,  page  17

Six  months  ended  April  30,  2000  and  1999  (unaudited)  and
Years  ended  October  31,  1999,  1998  and  1997


13.     Differences  between  United  States  and  Canadian  generally  accepted
        accounting  principles  (continued):

<TABLE>
<CAPTION>

There  are no adjustments to the weighted average number of shares (denominator)
nor  to  the net loss, loss from continuing operations or loss from discontinued
operations  (numerator)  in calculating basic loss per share.  Dilution loss per
share  for  continuing,  discontinued  and  in total for the year is the same as
basic  loss  per share due to the loss for all periods presented.  The following
securities  could  potentially  dilute  basic  EPS  in  the  future but were not
included  in  the  computation  of  diluted EPS because to do so would have been
anti-dilutive  for  the  periods  presented:

                      Six  months
                         ended
                       April  30,     Years  ended  October  31,
                          2000        1999     1998     1997
                      (unaudited)
<S>                     <C>           <C>      <C>      <C>
Warrants (note 7). . .  1,620,000           -        -        -
Escrow Shares (note 6)  2,125,000           -        -        -
Options. . . . . . . .    575,000     360,000  360,000  360,000
</TABLE>


14.     Subsequent  event:

Subsequent  to  April  30,  2000, the Company has granted 20,000 incentive stock
options  to  directors  and  employees to purchase common shares of the Company.
These  options are exercisable up to May 17, 2002 at a price of $1.87 per share.

<PAGE>

EARTHRAMP.COM  COMMUNICATIONS  INC.
(formerly  Carta  Resources  Ltd.)     Schedule  1
<TABLE>
<CAPTION>


Schedule  of  Deferred  Exploration  Costs

Six  months  ended  April  30,  2000  and  1999  (unaudited)  and
Years  ended  October  31,  1999,  1998  and  1997


                                     Manitoba     Yukon      Total
<S>                                 <C>         <C>        <C>
Balance, October 31, 1998 (note 9)  $  74,586   $      -   $ 74,586

Expenditures for the year:
Accommodation. . . . . . . . . . .          -      2,125      2,125
Assays and geochemical . . . . . .          -      1,998      1,998
Claim fees . . . . . . . . . . . .          -        685        685
Geological services. . . . . . . .          -      7,500      7,500
Professional fees. . . . . . . . .        800          -        800
Supplies . . . . . . . . . . . . .          -      1,530      1,530
Transportation . . . . . . . . . .          -      6,343      6,343
                                          800     20,181     20,981
                                       75,386     20,181     95,567
Mineral properties written-off . .    (75,386)         -    (75,386)
----------------------------------

Balance, October 31, 1999. . . . .          -     20,181     20,181

Expenditures for the period. . . .          -          -          -

Mineral properties written-off . .          -    (20,181)   (20,181)
----------------------------------
</TABLE>

Balance,  April  30,  2000     $     -          $     -          $     -
--------------------------


<PAGE>

                             QUOTES CANADA FINANCIAL
                                  NETWORK LTD.

                              FINANCIAL STATEMENTS

                                OCTOBER 31, 1999


<PAGE>
                      QUOTES CANADA FINANCIAL NETWORK LTD.

                              Financial Statements
                        Two Months Ended October 31, 1999
                       Twelve Months Ended August 31, 1999


                                    CONTENTS

Auditor's  Report

Financial  Statements:
   Balance  Sheets
   Statements  of  Earnings
   Statements  of  Cash  Flows
   Notes  to  Financial  Statements

<PAGE>

                               T. DELANE TERRILLON

                          CERTIFIED GENERAL ACCOUNTANT




                                AUDITOR'S REPORT

To  the  shareholders  of  Quotes  Canada  Financial  Network  Ltd.

I  have  audited  the  balance sheets of Quotes Canada Financial Network Ltd. at
October 31, 1999 and August 31, 1999 and the statements of loss and deficit, and
statements  of  cash  flows  for  the 2 months ended October 31, 1999 and the 12
months ended August 31, 1999.  These financial statements are the responsibility
of  the  company's  management.  My  responsibility  is to express an opinion on
these  financial  statements  based  on  my  audits.

I  conducted  the audits in accordance with Canadian generally accepted auditing
standards.  Those  standards  require that I 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  my  opinion,  these  financial  statements  present  fairly, in all material
respects,  the  financial  position  of  the  company as at October 31, 1999 and
August  31,  1999  and  the  results  of  its  operations and the changes in its
financial  position  for  the 2 months ended October 31, 1999 and the year ended
August  31,  1999  in  accordance  with  Canadian  generally accepted accounting
principles.

     /s/ T.  Delane  Terrillon"

     CERTIFIED  GENERAL  ACCOUNTANT

North  Vancouver

May  4th,  2000

<PAGE>

<TABLE>
<CAPTION>

QUOTES  CANADA  FINANCIAL  NETWORK  LTD.
BALANCE  SHEET
As  at  October  31,  1999


ASSETS
<S>                          <C>             <C>
CURRENT ASSETS. . . . . . .  OCTOBER 1999    AUGUST 1999

Cash. . . . . . . . . . . .  $       2,575   $      1,574
Accounts Receivable . . . .            252              -
GST Receivable. . . . . . .          6,336          2,543
Prepaid expenses. . . . . .          4,836          1,875
                             --------------  -------------
                                    13,999          5,992

CAPITAL ASSETS  (Note 3). .         64,308         15,859

OTHER ASSETS

Incorporation Costs . . . .            525            525
Research and Development. .         16,112          7,105
                             --------------  -------------
                             $      94,944   $     29,481
                             ==============  =============


LIABILITIES

CURRENT LIABILITIES

Account Payable . . . . . .  $         787   $        484
Accrued Liabilities . . . .          1,284            642
                             --------------  -------------
                                     2,071          1,126

OTHER LIABILITIES

Shareholder's loan (Note 4)         54,800         56,717
Note Payable (Note 5) . . .         81,936          6,000
                             --------------  -------------
                             $     138,807   $     63,843
                             ==============  =============


SHAREHOLDERS' EQUITY

Share Capital (Note 6). . .  $          50   $         50

Deficit . . . . . . . . . .        (43,913)       (34,412)
                             --------------  -------------
                                   (43,863)       (34,362)
                             --------------  -------------
                             $      94,944   $     29,481
                             ==============  =============

</TABLE>

The accompanying notes are an integral part of these statements.

<PAGE>

<TABLE>
<CAPTION>

QUOTES  CANADA  FINANCIAL  NETWORK  LTD.
STATEMENT  OF  CASH  FLOWS
For  two  months  ended  October  31,  1999




                                                                   2 Months       12 Months
                                                                   OCTOBER 1999   AUGUST 1999
<S>                                                                <C>            <C>
Cash from Operation:
  Net Loss. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     (9,501)  $(34,412)
  Add back Depreciation . . . . . . . . . . . . . . . . . . . . .         2,275      2,715
                                                                   -------------  ---------

Total Cash from Operation . . . . . . . . . . . . . . . . . . . .        (7,226)   (31,697)

Changes in non-cash working capital items:
  Accounts Receivable . . . . . . . . . . . . . . . . . . . . . .        (4,045)    (2,543)
  Prepaid Expenses. . . . . . . . . . . . . . . . . . . . . . . .        (2,961)    (1,875)
  Accounts Payable. . . . . . . . . . . . . . . . . . . . . . . .           945      1,126
                                                                   -------------  ---------

Net changes in Operation - (outflow). . . . . . . . . . . . . . .       (13,287)   (34,989)
                                                                   -------------  ---------

Financing Activities:
  Notes Payable . . . . . . . . . . . . . . . . . . . . . . . . .        75,937      6,000
  Shareholders' Loan. . . . . . . . . . . . . . . . . . . . . . .        (1,917)    56,717
  Share Capital Proceeds. . . . . . . . . . . . . . . . . . . . .             -         50
                                                                   -------------  ---------
                                                                         74,020     62,767

Investing Activities:
  Research and Development. . . . . . . . . . . . . . . . . . . .        (9,008)    (7,105)
  Purchase of capital assets. . . . . . . . . . . . . . . . . . .       (50,724)   (18,574)
  Incorporation Costs . . . . . . . . . . . . . . . . . . . . . .             -       (525)
                                                                   -------------  ---------
                                                                         14,288     36,563

Increase in cash during the year. . . . . . . . . . . . . . . . .  $      1,001   $  1,574
                                                                   -------------  ---------

Cash, beginning of year . . . . . . . . . . . . . . . . . . . . .         1,574          -
                                                                   -------------  ---------

Cash, end of period . . . . . . . . . . . . . . . . . . . . . . .  $      2,575   $  1,574
                                                                   =============  =========

The accompanying notes are an integral part of these statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

QUOTES  CANADA  FINANCIAL  NETWORK  LTD.
STATEMENT  OF  LOSS  AND  DEFICIT
For  two  months  ended  October  31,  1999


                                                                  2 Months       12 Months
                                                                  OCTOBER 1999   AUGUST 1999
<S>                                                               <C>            <C>
Sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      4,182   $  8,201
                                                                  =============  =========

Expenses:
  Accounting and Legal . . . . . . . . . . . . . . . . . . . . .  $        975   $  4,791
  Advertising. . . . . . . . . . . . . . . . . . . . . . . . . .             -      2,811
  Bank Charges & Interest. . . . . . . . . . . . . . . . . . . .            20        215
  Commissions. . . . . . . . . . . . . . . . . . . . . . . . . .         1,783        198
  Communications . . . . . . . . . . . . . . . . . . . . . . . .             -      4,202
  Consulting Services. . . . . . . . . . . . . . . . . . . . . .         2,777          -
  Contract News Letter . . . . . . . . . . . . . . . . . . . . .             -        950
  Depreciation & Amortization. . . . . . . . . . . . . . . . . .         2,275      2,715
  Meals & Entertainment. . . . . . . . . . . . . . . . . . . . .             -        279
  Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . .             -         15
  Office & General Expense . . . . . . . . . . . . . . . . . . .         3,588      4,117
  Stock Quotation Services . . . . . . . . . . . . . . . . . . .         2,265     21,859
  Travel . . . . . . . . . . . . . . . . . . . . . . . . . . . .             -        461
                                                                  -------------  ---------

Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . .  $     13,683   $ 42,613

Net Loss before taxes. . . . . . . . . . . . . . . . . . . . . .        (9,501)   (34,412)
Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . .             -          -
                                                                  -------------  ---------

Net Loss for the period. . . . . . . . . . . . . . . . . . . . .  $     (9,501)  $(34,412)

Deficit, Beginning of Period . . . . . . . . . . . . . . . . . .       (34,412)         -
                                                                  -------------  ---------

Deficit, End of Period . . . . . . . . . . . . . . . . . . . . .  $    (43,913)  $(34,412)
                                                                  =============  =========


The accompanying notes are an integral part of these statements.
</TABLE>

<PAGE>

QUOTES CANADA FINANCIAL NETWORK LTD.
Notes to Financial Statements
October 31, 1999

1.     Summary  of  Significant  Accounting  Policies:

     (a)     Amortization:
             Amortization  of  capital  assets  is provided using the following
             annual rates:

            Furniture  and  Fixtures     20%  declining  balance
            Computer  Hardware           30%  declining  balance
            Computer  Software          100%  declining  balance


2.     These  interim  financial  statements  were prepared for the purpose of a
signed  agreement  to  sell  all  the  issued  shares of Quotes Canada Financial
Network  Ltd.  to  Carta Resources Ltd., for the sum of $240,000 due as follows:

1.     $50,000  payable  on  signing  the  agreement
2.     $190,000  to  be  paid  by the issuance of 1,000,000 shares of Carta at a
       deemed  price  of  $0.19  per  share,  upon  Vancouver  Stock Exchange
       approval.


3.     Capital  Assets

<TABLE>
<CAPTION>



                             October               August
                               1999                 1999
<S>                     <C>            <C>       <C>      <C>
                           Cost   Amortization    Net       Net

Furniture and Fixtures  $       5,243  $  (258)  $ 4,407  $14,584
Computer Hardware. . .         62,023   (4,682)   46,800    1,274
Telephone System . . .          2,032      (51)    1,727
                        -------------  --------  -------  -------
                        $      69,298  $(4,990)  $64,308  $15,858

</TABLE>

4.     Shareholder's  Loan:

     Advances  from Shareholders are non-interest bearing with no specific terms
of  repayment.

5.     Note  Payable:

     Advances  from  Carta  Resources  Ltd.  are  non-interest  bearing  with no
specific  terms  of  repayment.

6.     Share  Capital:

     Authorized:
          1,000,000  common  shares,  no  par  value
                                                                     1999
                                                                     ----

     Issued  and  fully  paid:
          500,000  common  shares,  no  par  value                    $50

<PAGE>

QUOTES CANADA FINANCIAL NETWORK LTD.
Notes to Financial Statements
October 31, 1999

7.     Lease  Obligations:

The  company  is  committed to a building lease.  The minimum lease payments are
summarized  below:

          Year  2000     $9064

8.     Incorporation:

Quotes Canada Financial Network Ltd. was incorporated October 14, 1998 under the
laws  of  the  Province  of  British  Columbia.

9.     Year  2000  Compatible:

Quotes Canada Financial Network Ltd. has designed its software and network to be
Y2K  compliant  and  has  taken the appropriate steps to ensure that the website
will  be  operational as intended on and after January 1, 2000.  Quotes Canada's
management  has endeavoured to confirm the Y2K readiness of its data vendors and
partners.  No  major  disruptions in service are anticipated, although it cannot
be  certain  that  affiliates, partners and suppliers have determined that their
systems  are  100%  Y2K  compliant.

10.     Differences  between  United  States  and  Canadian  generally  accepted
accounting  principles:

The  financial  statements  are  prepared  in accordance with generally accepted
accounting  principles  in  Canada.  Significant  differences  to  accounting
principles generally accepted in the United States ("U.S. GAAP") are as follows:

(a)     Income  taxes:

The  Company  would,  under  U.S.  GAAP,  be  subject  to Statement of Financial
Accounting  Standard  No.  109,  "Accounting  for  Income Taxes".  Adopting this
Standard  would  have no material effect on net income of the Company for any of
the  years  presented.  The  following  additional disclosure would be provided:

<TABLE>
<CAPTION>


<S>                       <C>
Deferred tax assets:
Net operating losses . .  $ 19,800
Less valuation allowance   (19,800)

Net deferred tax assets.         -
Deferred tax liabilities         -

Deferred tax assets, net  $      -
------------------------  ---------
</TABLE>

A  valuation  allowance  equal  to  the  net deferred tax asset balance has been
recorded  as  the  realization  of such losses during the carryforward period at
October  31,  1999,  cannot  be  considered  to  be  more  likely  than  not.

(b)     Research  and  development  expenses:

Under Canadian GAAP, research and development expenses are deferred if they meet
certain  defined  criteria.  Under  U.S. GAAP, research and development expenses
are  expensed as incurred.  Consequently, under U.S. GAAP, deferred research and
development  expenses  of  $9,007  for the two months ended October 31, 1999 and
$7,105  for  the  year  ended  August  31,  1999  would  be  expensed.


<PAGE>

QUOTES CANADA FINANCIAL NETWORK LTD.
Notes to Financial Statements
October 31, 1999

10.     Reconciliation to United States generally accepted accounting principles
        ("U.S.  GAAP")  (continued):

The  effect  of  the  differences between Canadian GAAP and U.S. GAAP (including
practices  described by the SEC) on the balance sheets, statements of operations
and  cash  flows  is  summarized  as  follows:

<TABLE>
<CAPTION>



                                                           October 31, 1999    August 31, 1999
                                                          ------------------  -----------------
<S>                                                       <C>                 <C>
Capitalized research and development under Canadian GAAP  $          16,112   $          7,105

Adjustments for research and development expenses. . . .            (16,112)            (7,105)

Capitalized research and development under U.S. GAAP . .  $               -   $              -
--------------------------------------------------------  ------------------  -----------------


                                                           October 31, 1999     August 31, 1999
--------------------------------------------------------  ------------------   -----------------

Deficit under Canadian GAAP. . . . . . . . . . . . . . .  $         (43,914)  $        (34,412)

Adjustment for research and development costs. . . . . .            (16,112)            (7,105)

Deficit under U.S. GAAP. . . . . . . . . . . . . . . . .  $         (60,026)  $        (41,517)
--------------------------------------------------------  ------------------  -----------------


                                                           October 31, 1999     August 31, 1999
--------------------------------------------------------  ------------------   -----------------

Shareholders' deficiency under Canadian GAAP . . . . . .  $         (43,864)  $        (34,362)

Adjustment for research and development costs. . . . . .            (16,112)            (7,105)

Shareholders' deficiency under U.S. GAAP . . . . . . . .  $         (59,976)  $        (41,467)
--------------------------------------------------------  ------------------  -----------------


                                                            Two months ended         Year ended
                                                            October 31, 1999    August 31, 1998
--------------------------------------------------------  ------------------   -----------------

Loss for the period under Canadian GAAP. . . . . . . . .  $         ( 9,501)  $        (34,412)

Adjustment for research and development costs. . . . . .             (9,007)            (7,105)

Loss for the period under U.S. GAAP. . . . . . . . . . .  $         (18,508)  $        (41,517)
--------------------------------------------------------  ------------------  -----------------

</TABLE>