UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15-d 16 of
The Securities Exchange Act of 1934
FOR THE PERIOD ENDED: September 30, 2000
COMMISSION FILE NUMBER: 0-30314
DEALCHECK.COM INC.
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(Exact name of Registrant as specified in its charter)
ONTARIO, CANADA
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(Jurisdiction of Incorporation)
65 Queen Street West, Suite 1905, Ontario, Canada M5H 2M5
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(Address of principal executive Offices)
(416) 860 0211
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant files or will file
annual Report under cover Form 20F or 40F:
Form 20F X Form 40F
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Indicate by check mark whether the registrant by furnishing the
Information contained in the Form is also thereby furnishing the
information to Commission to Rule 12g3-2(h) under the Securities
Act of 1934:
Yes No X
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The number of shares outstanding of the Registrant's common stock
as of September 30, 2000 is 4,117,616
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DEALCHECK.COM INC.
Dealcheck.com Inc. has elected to provide quarterly financial and other
information generally comparable to that required to be provided by United
States Issuers on Form 10-Q. This report relates to the period of six months
ended September 30, 2000.
INDEX
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Page No.
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PART 1 - FINANCIAL INFORMATION
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Item 1. Financial Statements 3-7
Consolidated Balance Sheets 3
Consolidated Statements of operations and Deficit 4
Consolidated Statements of Changes in Financial 5
Position
Notes to Financial Statements 6-7
Item 2 Management discussion and Analysis of Financial 8-12
Condition and Results of Operations
PART 11- OTHER INFORMATION
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Item 1 Legal Proceedings 12
Item 2 Changes in Securities 13
Item 3 Default Upon Senior Securities 13
Item 4 Submission of matters to a vote of Security 13
Item 5 Other Information 13
Signature 13
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<CAPTION>
DEALCHECK.COM INC.
Consolidated Balance Sheet
(Canadian Dollars)
September 30, 2000 And 1999
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SEPTEMBER 30, March 31, September 30,
2000 2000 1999
(UNAUDITED) (AUDITED) (UNAUDITED)
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<S> <C> <C> <C>
ASSETS
CURRENT
Cash 125,517 425,968 20,153
Short-term Investments 529,623 697,274 79,837
Advances to directors, non-interest bearing 84,503
Amounts receivable and prepaid expenses 406,395 580,198 52,991
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1,146,038 1,703,440 152,981
LONG-TERM INVESTMENTS 890,353 782,687
WEB SITES 35,000 10,000 9,435
CAPITAL ASSETS 52,535 46,805 50,626
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2,123,926 2,542,932 213,042
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LIABILITIES
CURRENT
Accounts payable and accrued liabilities 69,207 40,549 36,550
Note payable 23,250
Other Advances, non-interest bearing 267,522 179,763 220,514
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336,729 220,312 280,314
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SHAREHOLDERS' EQUITY
CAPITAL STOCK 19,660,724 19,660,724 16,109,063
DEFICIT (17,873,527) (17,338,104) (16,176,335)
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1,787,197 2,322,620 -67,272
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2,123,926 2,542,932 213,042
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</TABLE>
2.
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<CAPTION>
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DEALCHECK.COM INC.
Consolidated Statements of Operations and Deficit
(Canadian Dollars)
For the Six months ended September 30, 2000 and 1999
(Unaudited)
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THREE SIX MONTHS
MONTHS TO TO Three months Six months to
SEPTEMBER SEPTEMBER to September September
30, 2000 30, 2000 30, 1999 30, 1999
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<S> <C> <C> <C> <C>
Income
Interest 5,418 8,638
Net exchange gain 23,140 55,581
Other income 14,877 14,877
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43,435 79,096
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Expenses
Travel, promotion and consulting 149,867 312,353 23,308 134,799
Net loss on investments 169,705 158,074
Professional fees 21,894 39,894 28,211 36,398
Projects development costs 12,000
Bank charges and interest 3,773 4,235
Rent 22,679 30,257 8,592 15,452
Telephone, Internet and courier 2,696 5,906 7,812 14,444
Transfer agents fees 3,718 4,735 149 3,122
Shareholders information 5,278 17,316 2,676 6,176
Amortization 6,060 12,120 5,185 10,370
Office and general 10,811 17,629 1,448 7,926
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396,481 614,519 77,381 228,687
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Net loss for period (353,046) (535,423) (77,381) (228,687)
Deficit at beginning of period (17,520,481) (17,338,104) (16,098,953) (15,947,647)
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Deficit at end of period (17,873,527) (17,873,527) (16,176,334) (16,176,334)
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Net loss per share $ 0.06 $ 0.10 $ 0.04 0.11
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APPROVED ON BEHALF OF THE BOARD
Terence Robinson Director
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Kam Shah Director
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<CAPTION>
Consolidated Statements of Cash Flows
(Canadian Dollars)
For the Six months ended September, 2000 and 1999
(Unaudited)
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Three Six months Three
months to to Months to Six months to
September September September September
30, 2000 30, 2000 30, 1999 30, 1999
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<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net loss (353,046) (535,423) (77,381) (228,688)
Amortization 6,060 12,120 5,185 10,370
Write-off of web site development costs 12,000
Net (gain) loss on investments 169,705 158,074
Amounts receivable and prepaid expenses 21,179 (97,187) (29,950) 9,621
Accounts payable and accrued liabilities 21,345 28,658 14,534 (30,873)
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(134,757) (421,758) (87,612) (239,570)
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INVESTING ACTIVITIES
Purchase of capital assets (17,850) (2,620)
Refund of subscription advance 489,173
Investments (189,044) (120,089) (14,923) (14,923)
Web site development costs (15,000)
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(189,044) 336,234 (14,923) (17,543)
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FINANCING ACTIVITIES
Net advances 108,589 (130,424) 110,882 212,898
Net advances to directors 5,490 (84,503)
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114,079 (214,927) 110,882 212,898
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INCREASE (DECREASE) IN CASH DURING PERIOD (209,722) (300,451) 8,347 (44,215)
CASH AT BEGINNING OF PERIOD 335,239 425,968 11,806 64,368
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CASH AT END OF PERIOD 125,517 125,517 20,153 20,153
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</TABLE>
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Dealcheck.com Inc.
Note to Consolidated Financial Statements
For the Six months ended September 30, 2000 and 1999
(Unaudited)
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1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted
in Canada for interim information and with the instructions to Form 10Q and
Rule 10-1 of the United States Securities Act of 1933 or Regulation S-X.
Accordingly, they do not include all the information and footnotes required
by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments consisting of
normal recurring accruals and certain adjustments to reserves and
allowances considered necessary for a fair presentation have been included.
Operating results for the six months ended September 30, 2000 are not
necessarily indicative of the results that may be expected for the year
ending March 31, 2001.
2. DIFFERENCE BETWEEN ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN CANADA AND
THOSE IN THE UNITED STATES
WEB SITE COSTS
The costs of developing the commercial web sites are allowed to be deferred
under the Canadian Generally Accepted Accounting Principles. However, these
costs should be expensed under US GAAP. Accordingly, under the US GAAP, net
loss for period would be $550,423 (1999: $228,687). Total assets would be
$2,088,926 (1999: $203,607) and deficit would be $17,908,527 (1999: $
16,185,770).
INVESTMENTS
Investments in marketable equity securities that are classified as
short-term investments under Canadian GAAP, are grouped into trading and
available-for-sale categories and accounted for at fair value under the US
GAAP. Unrealized holding gains or losses on trading securities are included
in the income. Unrealized holding gains and losses on available-for-sale
securities are included in shareholders' equity.
Investments in equity securities that are classified as long term
investments under the Canadian GAAP, are accounted for at fair value under
the US GAAP. Unrealized holding gains and losses are included in
shareholders' equity.
No significant adjustment would be required in the net loss for year, total
assets and deficit under the US GAAP.
RECENT ACCOUNTING DEVELOPMENT
In June 1998, the Financial Accounting Standard Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities". In June 1999, the FASB
issued SFAS No. 137, "Accounting for Derivative Instruments and Hedging
Activities - Deferral of the effective date of FASB Statement No. 133",
which deferred the required date of adoption of SFAS No. 133 for one year,
to fiscal years beginning after June 15, 2000. This Standard is applicable
for the Corporation's 2001 fiscal year. The adoption of SFAS No. 137 had no
material impact on its financial position, results of operations or cash
flows for the six months ended September 30, 2000.
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DEALCHECK.COM INC.
Note to Consolidated Financial Statements - Continued
For the Six months ended September 30, 2000 and 1999
(Unaudited)
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3. RELATED PARTY TRANSACTIONS
The following is a summary of related party transactions and balances:
(a) A consulting fee of $89,262 (1999 - $88,764) was charged by a
shareholder under an agreement dated April 1, 1997
(b) Consulting fees paid to directors during the period were $ 126,000
(1999 - $22,021)
(c) Expenses reimbursed to directors during the period were $45,503 (1999
- $6,055)
(d) Transactions with companies under the common directors
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2000 1999
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Expenses recovered at cost $ 6,775 $ 6,387
Funds advanced during the period 129,794 29,944
Interest charged during the period 3,068
Balance due from 192,538 36,331
Expenses relating to the shared premises and consultants were recharged to
the affiliated entities at cost.
Funds advanced are repayable on demand and carry an interest of 5% p.a.
(1999: Nil)
Balances as at year end are included in "Amounts Receivable and prepaid
expenses"
4. COMPARATIVE FIGURES
Certain of the comparative figures have been reclassified to comply with
the current period's presentation.
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ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
The following discussion and analysis should be read in conjunction with the
consolidated (unaudited) financial statements of the Company, which have been
prepared in accordance with generally accepted accounting principles ("GAAP") in
Canada. A summary of material adjustments to conform to U.S. GAAP is set out in
Note 2 to the consolidated (unaudited) financial statements.
RESULTS OF OPERATIONS
3 months to Six months ended September 30
June 30,2000 2000 1999
-------------- In 000' CDN$ ----------------
Income 43 79 --
Expenses 396 615 229
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Net Loss for period 353 535 229
Deficit at end of period 17,874 16,176
Income consisted of interest earned of $8,638, exchange gain of $55,581 and
other income of $14,877, which primarily consisted of a facilitation fee
received from an investee.
Exchange gain mainly resulted from translation of monetary assets and
liabilities in U.S. dollar into Canadian Dollar at the rate at September 30,
2000. Decline in the value of Canadian Dollar in comparison to the U.S. Dollar
from $1.4494 CDN$ to $1 US at March 31, 2000 to $1.5070 CDN at September 30,
2000 resulted in the net exchange gain on conversion.
Expenses include net exchange loss of $158,074 for the six months to September
30, 2000 comprising realized losses of 240,661 and a holding gain of $82,587 on
short-term investments mainly in marketable securities.
The other major components of expenses are as follows:
TRAVEL, PROMOTION AND CONSULTING -
Three months Six months ended September 30
June 30, 2000 2000 1999
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Travel, meals and entertainment 13,754 41,631 7,284
Consulting 136,113 270,580 127,515
Promotion - 142 -
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149,867 312,353 134,799
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% of operating expenses 67% 69% 59%
During the second quarter ended September 30, 2000, the management continued to
focus its attention on seeking long term business opportunities, while at the
same time monitoring investments made during the fiscal year 2000. These efforts
involved significant traveling. During the previous fiscal period management was
still formulating the new business strategy and as a result had no major travel
costs.
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Consulting costs include a consulting fee of $89,262 (1999: $88,764) charged by
a shareholder under a Consulting agreement, which expired on September 30, 2000
and was not renewed. The services provided included arranging non-interest
bearing working capital funds, introduction to business opportunities and public
relations. As a new initiative, The Company signed an Investor relation
agreement with a Canadian private company for a one-year term at a fee of
US$10,000 per month plus expenses effective April 1, 2000. A total fee of
$88,703 for the six months ended September 30, 2000 was included in the
Consulting fee. The investor relations firm handles the financial communications
for the Company. Other consulting fees included $90,000 (1999: $3,500) charged
by the directors for their services as executives of the Company and the balance
related to fees paid for general IT, management and corporate services.
PROFESSIONAL FEES
Professional fees in the first two quarters of fiscal 2001 were $39,894 compared
to $36,398 in the first two quarters of fiscal 2000. The fee for both the period
mainly consisted of fees paid to a director for providing financial, accounting
and corporate services
PROJECTS DEVELOPMENT COSTS
Total costs for the two quarters ended September 30, 2000 were $12,000, which
were entirely incurred in the first quarter of fiscal 2001. There were no such
costs in the prior period. The costs related to the design and development of
the Company's web site. Further details of the various projects are given in
the Investment section under "Liquidity and Capital Requirements".
OTHER OPERATING COSTS
Other operating costs in the first two quarters of fiscal 2001 were $ 92,198
(1999: 57,490), which included rent of $30,257 (1999: $15,452). The company
acquired additional premises effective February 1, 2000, increasing the space
from 1,200 sq.ft. in 1999 to 4,000 sq. ft. Other major expense that of filing
fees of about $17,000 (1999: 6,000 approx.) These costs related mainly to the
legal and other costs incurred in connection with the Registration Statement of
the Company with SEC and also with Ontario Securities Commission. No SEC
registration costs were incurred in the previous period.
Other Operating costs for the second quarter of fiscal 2001 were about $50,000
and were mostly consistent with those incurred during the first quarter.
LIQUIDITY AND CAPITAL REQUIREMENTS
CASH AND WORKING CAPITAL
Cash on hand at September 30, 2000 was $125,517 compared to $20,153 at September
30, 1999. Net working capital at September 30, 2000 was approx. $0.8 million
compared to a deficit of approx. $127,000 in the working capital at September
30, 1999.
Significant improvement in the liquidity of the Company was the result of a
successful private placement of approx. $3.3 million in the fiscal 2000.
Trade and Notes payables at September 30, 2000 were $69,207 compared to $ 36,550
at September 30, 1999.
The net cash spent on operations during the six months ended September 30, 2000
was $421,758, about $286,000 of which was incurred in the first three months,
compared to $239,570 during the six months ended September 30, 1999. Increased
spending in the six months ended September 30, 2000 was mainly related to
increased travel and promotion costs to pursue investment and business
opportunities, consulting costs and increased professional costs as explained
earlier.
INVESTMENTS
The Company continued to follow the business investment strategy established
during the fiscal 200o during the six months ended September 30, 2000.
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The funds available from the private placement were invested as follows at the
end of September 30, 2000:
September 30, 2000 March 31, 2000
Short term investments 529,623 697,274
Advances 490,898 489,173
Internet projects 35,000 10,000
Long term investments 890,353 782,687
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$ 1,945,874 $ 1,979,134
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SHORT TERM INVESTMENTS
Short term investments at September 30, 2000 mainly comprised marketable
securities of
$ 311,485 and an investment of $218,138 in World Vacation Club.com Inc. (WVC)
Short term marketable securities at March 31, 2000 were $371,918. These
securities are acquired through three independent brokerage firms and are
normally held for less than three months.
The investment in WVC is carried from the fiscal 2000. As explained in detail in
the M D & A accompanying the audited financial statements for the fiscal 2000,
the Company is actively seeking buyers to dispose off this investment. The WVC
has recently appointed a new president and is seeking additional equity funds.
The management is actively pursuing opportunities to find buyers or possibly to
sell back to WVC the entire investment at least at cost.
The Company invested in Developersnetwork.com (DN) during the fiscal 2000 by way
of convertible debentures. As at March 31, 2000, total amount invested was
$36,741. In May 2000, the Company received the full amount back with interest
and also received, by way of a compensation for early settlement, an option to
purchase 50,000 common shares of DN at $1 per share exercisable within two
years.
ADVANCES
As at March 31, 2000, the Company held a subscription advance of $ 489,173 for
the acquisition of common shares of Idealab.com from a private investor. The
Company later decided against this acquisition and recovered the amount in full
in May 2000.
Advances given during the six months ended June 30, 2000 included the following
two major advances to companies, which may be the potential acquisition targets:
Amount advanced Balance
At Sept. 30,
2000
Realtimememories.com Inc. $ 148,060 Nil
First Empire Entertainment.com Inc. $ 192,538 $ 192,538
Advances to Realtimememories.com were advanced in May 00 and were fully received
with interest in July 2000. The Company also received a facilitation fee of US$
10,000 in cash and 75,000 common shares in that company and 75,000 warrants at
$0.50 each exercisable by 2002.
First Empire Entertainment.com Inc. (First Empire) is a Canadian public company
whose main business is entertainment. The Company's first project is the
development and production of "The Count of Monte Cristo", a live theatrical
musical production, adapted from the novel of the same name. First Empire
acquired the rights to the adaptation from a Toronto based writer and lyricist.
First Empire initiated two previews, one in Toronto and the other in New York.
It will be seeking additional funds to commence a workshop leading to full blown
road shows. Dealcheck.com Inc. will likely convert its advances into shares of
First Empire.
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INTERNET PROJECTS
The current investment is in the design and development of IRCheck.com, a web
site which will provide a comprehensive data base of investors relation firms to
facilitate an informed decision for the prospective public companies desiring to
outsource its investors relation and media relation work to an independent firm.
The Company spent $10,000 up to March 31, 2000 in getting the web site design
completed by an independent design firm. It incurred further $25,000 in the
development of the Web site and in hiring consultants to collate and develop
contents and have to date gathered information on about 500 IR firms in North
America. The web site development work is in progress and the commercial launch
is expected in November 2000. The Company expects to spend about $20,000 more
on web site and content development and a further $100,000 on marketing. Revenue
is expected from the listing fee to be charged to IR firms and other sponsorship
on the site. No significant revenue is expected until the end of the fiscal
2001.
LONG TERM INVESTMENTS
As part of the Company's Internet strategy, the Company invested in certain new
and emerging Internet businesses that have demonstrated significant potential
for growth in the long run. While these investments reflect only a small
fraction of the investee companies' equity, the management believes that they
are likely to provide much higher return on the investment and offer
opportunities for synergistic business relationship among the other companies
and projects within the Company's portfolio.
The major investment is in a private company -Dataloom Inc, where the Company's
investment stood at $749,925 as at September 30, 2000 - about 36% of the total
assets of the Company.
The Company's investment comprises 500,000 Series B preferred stock convertible
at the Company's option at any time, into equal number of Common shares of
Dataloom Inc. The company's holding, if converted now would represent
approximately 5% equity interest in Dataloom Inc.
Dataloom Inc. was formed as a corporation in August 1999 in the State of
Washington, US for the purpose of providing state-of-the-art web based business
service solutions for small office home office enterprises. Dataloom, Inc. has
developed a framework to deploy an exceptional information management solution
for small to medium enterprise users (SME's). Comprising a full suite of
powerful web-available applications and information management systems, this
solution changes the way on-the-go professionals conduct business--anytime,
anywhere, from any Internet connected device.
Dataloom's application services framework (xLoom) utilizes XML (Extensible
Markup Language) and a proprietary Application Services Directory that enables
web-based application interfaces to be delivered to any wired or wireless device
in real time. xLoom enables a new generation of fast, flexible productivity
tools.
While the company's investment does not entitle the Company to exercise any
influence over the management of Dataloom Inc., the management remains in close
contact with the management of Dataloom Inc. to ensure its investment value is
not impaired.
The shareholders report for the nine months ended September 30, 2000 issued
recently by Dataloom Inc. indicates that the company has signed its first
licence deal with a Japanese company and has upgraded its xLoom product to
provide for multilingual operations capabilities.
Based on the above details, the management believes that the value of the
investment in Dataloom Inc. at September 30, 2000 was at least equal to the
original cost.
CAPITAL EXPENDITURE
The Company spent $17,850 on capital assets during the six months ended
September 30, 2000 compared to $2,620 during the six months ended September 30,
1999. The increased capital expenditure was for computer equipments and
leasehold improvements and furniture for the new premises.
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FUTURE CAPITAL REQUIREMENT
The management has targeted and is currently negotiating two strategic
acquisitions during fiscal 2001 mainly by exchanging the company's common
shares, the disposal of its short-term investments, advances and /or from the
cash flow from exercise of the warrants attached to the Units under the fiscal
2000 private placement. It will also focus on fully developing IRCheck.com site
and ensure its commercial launch during the fiscal year 2001.
The management estimates that its working capital requirements to remain at
around $500,000 for the next six months, which it hopes to cover from the funds
raised in the private placement during the fiscal 2000. The directors are
seeking shareholders approval at the Annual and Special meeting of the
shareholders to be held on November 13, 2000 to extend the expiry date and
reduce the exercise price of the warrants attached to the units issued under the
fiscal 2000 private placement. These changes are expected to increase the
chances of the warrants being fully exercised
In the event warrants are not exercised or further capital is not raised, the
Company may dispose of part or all of its investment in Dataloom Inc. It is the
intention of the management to keep enough liquidity to meet its operating
requirements for the following eighteen months.
FORWARD LOOKING STATEMENTS.
The foregoing Management's Discussion and Analysis contains "forward looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Act of 1934, as amended, and as
contemplated under the Private Securities Litigation Reform Act of 1995,
including statements regarding, among other items, the Company's business
strategies, continued growth in the Company's markets, projections, and
anticipated trends in the Company's business and the industry in which it
operates. The words "believe," "expect," "anticipate," "intends," "forecast,"
"project," and similar expressions identify forward-looking statements. These
forward-looking statements are based largely on the Company's expectations and
are subject to a number of risks and uncertainties, certain of which are beyond
the Company's control. The Company cautions that these statements are further
qualified by important factors that could cause actual results to differ
materially from those in the forward looking statements, including, among
others, the following: reduced or lack of increase in demand for the Company's
products, competitive pricing pressures, changes in the market price of
ingredients used in the Company's products and the level of expenses incurred in
the Company's operations. In light of these risks and uncertainties, there can
be no assurance that the forward-looking information contained herein will in
fact transpire or prove to be accurate. The Company disclaims any intent or
obligation to update "forward looking statements".
PART 11 OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
There are no material legal proceedings in progress or to the knowledge of the
Company, pending or threatened to which the Company is a party or to which any
of its properties is subject.
ITEM 2 CHANGES IN SECURITIES
None
ITEM 3 DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
None - other than the matters included in the Notice of annual and special
meeting of the shareholders. The full text of this Notice may be found in Form
6-K filed on the Edger on November 1, 2000.
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ITEM 5 OTHER INFORMATION
None
SIGNATURES
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PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED
_____________________
Terence Robinson
-----------------
Chairman & CEO
Dealcheck.com Inc.
November 10, 2000
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