UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended March 31, 2002
Commission file number 333-52040
e.Deal.net, Inc.
------------------
(Name of small business issuer as specified in its charter)
NEVADA 98-0195748
------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1628 West 1st Avenue, Vancouver, B.C., Canada V6J 1G1
--------------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (604) 659-5024
Securities registered under Section 12(b) of the Act:
Securities registered under Section 12(g) of the Act:
Common Stock, $.001 par value, listed on the Pink Sheets
--------------------------------------------------------
Indicate by check mark whether the registrant: (1) has filed all reports
required by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing for the
past 90 days. Yes [X] No [_]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [X]
Revenues for last fiscal year were $0
Aggregate market value of Common Stock, $0.001 par value, held by non-affiliates
of the registrant as of March 31st, 2002: $284,000. Number of shares of Common
Stock, $0.0001 par value, outstanding as of March 31st, 2002: 7,840,000.
ANNUAL REPORT ON FORM 10-KSB
FOR THE FISCAL YEAR ENDED MARCH 31, 2002
TABLE OF CONTENTS
PART I Page
Item 1. Description of Business 3
Item 2. Description of Property 5
Item 3. Legal Proceedings 5
Item 4. Submissions of Matters to a Vote of Security Holders 5
PART II
Item 5. Market for the Registrants' Common Equity and Related Stock-
holder Matters 6
Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations 6
Item 7. Financial Statements 9
Item 8. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure 25
PART III
Item 9. Directors and Executive Officers of the Registrant 25
Item 10. Executive Compensation 25
Item 11. Security Ownership of Certain Beneficial Owners and Management 26
Item 12. Certain Relationships and Related Transactions 27
PART IV
Item 13. Signature page 28
PART I
ITEM 1. DESCRIPTION OF BUSINESS
This Annual Report on Form 10-KSB and the documents incorporated by reference
contain forward-looking statements that have been made pursuant to the
provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are based on current expectations, estimates and
projections about our business and industry, management's beliefs, and certain
assumptions made by management. Words such as "anticipates," "expects,"
"intends," "plans," "believes," "seeks" and "estimates" and similar expressions,
are intended to identify forward-looking statements. These statements are not
guarantees of future performance and actual actions or results may differ
materially. These statements are subject to certain risks, uncertainties and
assumptions that are difficult to predict, including those noted in the
documents incorporated by reference. e.Deal.net , Inc., undertakes no obligation
to update publicly any forward-looking statements as a result of new
information, future events or otherwise, unless required by law. Readers should,
however, carefully review the risk factors included in this and other reports or
documents filed by e.Deal.net from time to time with the Securities and Exchange
Commission, particularly the Quarterly Reports on Form 10-QSB and any Current
Reports.
THE COMPANY
The Company was incorporated under the laws of the State of Nevada on November
6, 1998. The Company is developing an on-line auto auction site, www.edeal.net,
to connect buyers and sellers of cars and trucks. We intend to provide useful
information to both buyer and seller on how to prepare a vehicle for sale, how
to buy the right vehicle, used vehicle reviews, new vehicle reviews, recall
notices, road test results, links to manufacturers, information sources related
to the automotive sector, on-line maintenance record, email reminder alerts for
service, educational forums, insurance and financing sources, shipping
information and sources, repair sources, parts locator service and information
on many other automotive related services.
Employees
---------
At March 31st, 2002, the Company employed 1 full time and 1 part-time person. To
the best of the Company's knowledge, none of the Company's officers or directors
is bound by restrictive covenants from prior employers. None of the Company's
employees are represented by labor unions or other collective bargaining groups.
The Company considers its relationship with its employees to be excellent.
Risk Factors of the Business
----------------------------
Lack of Operating History: Our business is subject to the risks inherent in the
establishment of a new business. Specifically, in formulating our business plan,
we have relied on the judgment of our officers, directors and consultants but
have not conducted any formal independent market studies concerning the demand
for our services.
We have had limited revenues since inception: In 2002, we had revenues of $0. We
have not been profitable, experiencing an accumulated loss of $339,989 through
2002. Even if we become profitable in the future, we cannot accurately predict
the level of, or our ability to sustain profitability. Because we have not yet
been profitable and cannot predict any level of future profitability, you bear
the risk of a complete loss of your investment in the event our business plan is
unsuccessful.
Intense Competition: The market for our services is intensely competitive,
constantly evolving and subject to rapid technological change. We expect the
intensity of competition to increase in the future. Increased competition may
result in price reductions, changes in our pricing model, reduced gross margins
and loss of market share, any one of which could materially damage our business.
Many of our competitors have more resources and broader and deeper customer
access than we do. In addition, many of these competitors have or can readily
obtain extensive knowledge of our industry. Our competitors may be able to
respond more quickly than we can to new technologies or changes in Internet user
preferences and devote greater resources than we can to the development,
promotion and sale of their services. We may not be able to maintain our
competitive position against current and future competitors, especially those
with significantly greater resources.
Dependence On Key Personnel: We depend on the continued service of our senior
management personnel. In particular, the loss of the services of Mr. Herdev S.
Rayat, our President and Chief Executive Officer could cause us to incur
increased operating expenses. We have a management agreement with Mr. Rayat for
an indefinite period commencing January 1st, 2000. There are no other employment
agreements with any employee, nor do we maintain any key person life insurance
policies for any of our key employees. In addition, we must attract, retain and
motivate highly skilled employees. We face significant competition for
individuals with the skills required to develop, market and support our
services. We may not be able to recruit and retain sufficient numbers of highly
skilled employees, and as a result our business could suffer.
Capacity Restraints: The satisfactory performance, reliability and availability
of web services and network infrastructure are critical to our reputation and
our ability to attract and retain customers. If our volume of traffic increases,
we will need to expand and upgrade our technology and network infrastructure. We
may not be able to accurately project the rate or timing of these increases, if
any, in the use of our services or to expand or upgrade our systems and
infrastructure in a timely manner to accommodate these increases.
Inability to Obtain Funding: We may not be able to obtain additional funding
when needed, which could limit future expansion and marketing opportunities and
result in lower than anticipated revenues. We may require additional financing
to further develop our business and to pursue other business opportunities. If
we are unable to obtain financing on favorable terms, or at all, this
unavailability could prevent us from expanding our business, which could
materially impact our future potential revenues.
Adverse Effect of Shares Eligible for Future Sale: Future sales of our common
stock by existing stockholders pursuant to Rule 144 under the Securities Act of
1933, or following the exercise of outstanding warrants, could adversely affect
the market price of our common stock. Substantially all of the outstanding
shares of our common stock are freely tradable, without restriction or
registration under the Securities Act, other than the sales volume reporting and
transaction restrictions of Rule 144 applicable to shares held beneficially by
persons who may be deemed to be affiliates. Our directors and executive officers
and their family members are not under lockup letters or other forms of
restriction on the sale of their common stock. The issuance of any or all of
these additional shares upon exercise of warrants will dilute the voting power
of our current stockholders on corporate matters and, as a result, may cause the
market price of our common stock to decrease.
Potential Fluctuations in Quarterly Results: Our operating results have varied
on a quarterly basis during our limited operating history, and we expect to
experience significant fluctuations in future quarterly operating results. These
fluctuations have been and may in the future be caused by numerous factors, many
of which are outside of our control. We believe that period-to-period
comparisons of our results of operations will not necessarily be meaningful and
that you should not rely upon them as an indication of future performance
Intellectual Property: The Company relies on a combination of copyright law,
trade secret protection, confidentiality agreements and other contractual
arrangements to protect its rights to intellectual property. Theses measures,
however, may be inadequate to deter misappropriation of proprietary information.
Failure to adequately protect its intellectual property could harm the Company's
brand, devalue its proprietary content and affect the Company's ability to
compete effectively.
Environmental Matters: The Company believes it conducts its business in
compliance with all environmental laws presently applicable to its facilities.
To date, there have been no expenses incurred by the Company related to
environmental issues.
Government Regulation: The Company is not subject to any direct governmental
regulation other than the securities laws and regulations applicable to all
publicly owned companies, and laws and regulations applicable to businesses
generally.
ITEM 2: PROPERTIES
The Company's office is located at 1628 West 1st Avenue, Suite 214, Vancouver,
B.C., V6J-1G1. This office is 500 square feet and is rented for $500 per month,
on a monthly basis, from Mr. Herdev S. Rayat, President and CEO of the Company.
ITEM 3: LEGAL PROCEEDINGS
The Company is not involved in any pending legal proceedings.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of the security holders in the fourth
quarter of 2002.
PART II
ITEM 5: MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
(a) Market Information
The Company's Common Stock is listed on the NASD Pink Sheet market reporting
system under the symbol "EDAN." The following table sets forth the high and low
closing prices for the periods indicated:
High Low
---- ---
Second Quarter 2000 $ n/a $ n/a
Third Quarter 2000 $ n/a $ n/a
Fourth Quarter 2000 $ n/a $ n/a
First Quarter 2001 $ n/a $ n/a
Second Quarter 2001 $ n/a $ n/a
Third Quarter 2001 $ 0.10 $ 0.10
Fourth Quarter 2001 $ 0.09 $ 0.09
First Quarter 2002 $ 0.15 $ 0.10
(b) Holders
As at March 31st, 2002, there were approximately 89 registered stockholders of
record of the Company's Common Stock.
(c) Dividend Policy
The Company has never paid a dividend and does not anticipate paying any
dividends in the foreseeable future. It is the present policy of the Board of
Directors to retain the Company's earnings, if any, for the development of the
Company's business.
ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the financial
statements and notes thereto included in Item 7 of this Form 10-KSB. Except for
the historical information contained herein, the discussion in this Annual
Report on Form 10-KSB contains certain forward-looking statements that involve
risk and uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. The cautionary statements made in this document
should be read as being applicable to all related forward-looking statements
wherever they appear in this document. The Company's actual results could differ
materially from those discussed here. Factors that could cause differences
include those discussed in "Risk Factors of the Business", as well as discussed
elsewhere herein.
OVERVIEW
--------
The Company is developing an on-line auto auction site, www.edeal.net, to
connect buyers and sellers of cars and trucks. We intend to provide a wide range
of useful information including, but not limited to, how to prepare a vehicle
for sale, how to buy the right vehicle, used vehicle reviews, new vehicle
reviews, recall notices, road test results, links to manufacturers, information
sources related to the automotive sector, on-line maintenance record, email
reminder alerts for service, educational forums, insurance and financing
sources, shipping information and sources, repair sources, parts locator service
and information on many other automotive related services.
RESULTS OF OPERATIONS
---------------------
Revenues. The Company did not generate revenues for the year ended March 31,
2002, nor for the year ended March 31, 2001.
Development Stage Expenses. During 2002, the Company incurred $138,139 in
development stage expenses, a decrease of 20% over 2001 expenses of $173,881.
This decrease is primarily attributed to a reduction in payroll, professional
fees and operating expenses relating to the closing of our sales and marketing
office in Scottsdale, AZ.
Interest Income. Interest income was $877 and $2,453 for the years ended March
31, 2002 and 2001, respectively. Interest earned in the future will be dependent
on Company funding cycles and prevailing interest rates.
Interest Expenses. Interest expense increased from $365 in 2001 to $7,279 in
2002, as a result on the Company borrowing an additional $70,000 from its
President during 2002.
Provision for Income Taxes. As at March 31, 2002, the Company's accumulated
deficit was $339,989 and as a result, there has been no provision for income
taxes to date.
Net Loss. For the year ended March 31, 2002, the Company recorded a net loss of
$144,541, or 0.02 per share, versus a net loss of $171,793, or $0.03 per share,
for the same twelve month period ending March 31, 2001.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
At March 31, 2002, the Company had a cash balance of $198,816, compared to a
cash balance of $10,447 at March 31, 2001. During 2002, the Company used
$131,631 of net cash in operating activities, as compared to $107,005 of net
cash used in 2001. This increase in net cash used in operating activities was
due mainly to a decrease in accrued payroll and professional fees between the
years.
Net cash flows used in investing activities was $0.00 for 2002, compared to net
cash flows used of ($3,286) for 2001. The change in the net cash flows used in
investing activities was due to no computer equipment being purchased during
2002.
Net cash flows provided by financing activities was $320,000 in 2002, compared
to $40,000 in 2001. During 2001, the Company borrowed $40,000 from its
President, as compared to $70,000 during 2002. In addition, during 2002, the
Company sold common stock for net proceeds of $250,000, compared to $0 during
2001.
PLAN OF OPERATION
-----------------
The Company's principal source of liquidity is cash in the bank, and for the
next twelve months, the Company has sufficient cash to meet its operating needs.
The Company incurs management fees from the services of its president and
majority shareholder at the rate of $2,666 per month, which will result in a
decrease in the Company's cash position unless the debt is converted to equity
in lieu of cash paid. The Company's future funding requirements will depend on
numerous factors. These factors include the Company's ability to establish and
profitably operate its website, recruit and train qualified management,
technical and marketing personnel and the Company's ability to compete against
other, better capitalized corporations who offer similar web based services.
Due to the "start up" nature of the Company's businesses, the Company expects to
incur losses as it expands. The Company expects to raise additional funds
through private or public equity investment in order to expand the range and
scope of its business operations. The Company will seek access to private or
public equity but there is no assurance that such additional funds will be
available for the Company to finance its operations on acceptable terms, if at
all. See "Risk Factors of the Business" for additional details.
RELATED PARTY TRANSACTIONS
--------------------------
During 2002 and 2001, the Company charged $32,000 and $32,000, respectively to
operations for management and consulting fees incurred for services rendered by
the president and majority stockholder. Accrued management fees as of March 31,
2002 amounted to $69,000. The Company has not converted any debt to equity for
these services.
The Company's office is located at Suite 214, 1628 West 1st Avenue, Vancouver,
B.C., V6J-1G1. These premises are owned by Mr. Herdev S. Rayat the Company's
President and CEO. At present, the Company pays $500 rent per month.
As of March 31, 2002, the Company had borrowed $110,000 from its President and
CEO.
GOING CONCERN
-------------
The Company has incurred net operating losses since inception. The Company faces
all the risks common to companies in their early stages of development,
including under capitalization and uncertainty of funding sources, high initial
expenditure levels, and uncertain revenue streams. The Company's recurring
losses raise substantial doubt about its ability to continue as a going concern.
The Company's financial statements do not reflect any adjustments that might
result from this uncertainty. The Company expects to incur losses as it expands
its business and will require additional funding during 2002 and 2003. The
satisfaction of our cash requirements hereafter will depend in large part on the
Company's ability to successfully raise capital from external sources to pay for
planned expenditures and to fund operations.
ITEM 7: FINANCIAL STATEMENTS
TABLE OF CONTENTS
Independent Auditors' Report...............................................................10
Balance Sheet at March 31, 2002 and 2001...................................................11
Statements of Operations for the years ended March 31, 2002 and 2001 and for the
period from November 6, 1998 (inception) to March 31, 2002.................................12
Statements of Stockholders' Equity (deficit) for years ended March 31, 2002 and
2001 and for the period from November 6, 1998 (inception) to March 31,
2002.......................................................................................13
Statements of Cash Flows for the years ended March 31, 2002 and 2001 and for the
period from November 6, 1998 (inception) to March 31, 2002.................................14
Notes to the Financial Statements..........................................................15-24
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Board of Directors
e.Deal.Net, Inc.
214-1628 W. 1st Avenue
Vancouver BC, Canada V6J-1G1
We have audited the accompanying balance sheet of e.Deal.Net, Inc. ("e.Deal"), a
development stage company, as of March 31, 2002 and the related statements of
operations, stockholders' equity (deficit) and cash flows for the two years then
ended and for the cumulative period from November 6, 1998 (inception) to March
31, 2002. These financial statements are the responsibility of e.Deal's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about 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. We believe the audit provides a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of e.Deal.Net, Inc. as of March
31, 2002 and the results of its operations and its cash flows for the two years
then ended and for the cumulative period from November 6, 1998 (inception) to
March 31, 2002 in conformity with accounting principles generally accepted in
the United States of America.
The accompanying financial statements have been prepared assuming e.Deal will
continue as a going concern. As discussed in note 2 to the financial statements,
e.Deal has suffered recurring losses from operations that raise substantial
doubt about its ability to continue as a going concern. Management's plans in
regards to these matters are also discussed in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
BERENFELD, SPRITZER, SHECHTER & SHEER
May 21, 2002
Miami, Florida
e.DEAL.NET, INC
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF MARCH 31, 2002
ASSETS
Current Assets:
Cash $ 198,816
---------
Total current assets 198,816
-------
Property and Equipment, net of accumulated depreciation of $1,232 2,054
------
TOTAL ASSETS $ 200,870
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 2,270
Accrued expenses 88,589
Notes payable, related party 110,000
--------
Total current liabilities 200,859
-------
STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value; 1,000,000 shares authorized;
none issued and outstanding
Common stock, $0.001 var value; 100,000,000 shares authorized;
7,840,000 shares issued and outstanding 7,840
Additional paid-in-capital 332,160
Deficit accumulated during the development stage (339,989)
---------
Total Stockholders' Equity 11
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 200,870
==========
e.DEAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the Period
For the For the November 6, 1998
Year Ended Year Ended (Inception) To
March 31, March 31, March 31,
2002 2001 2002
---- ---- ----
DEVELOPMENT STAGE REVENUE
$ - $ - $ -
DEVELOPMENT STAGE EXPENSES:
Professional fees 40,923 70,658 122,794
Payroll and payroll related expenses 35,161 43,975 79,136
Management fees 32,000 32,000 78,418
Rent 16,907 10,724 27,631
Depreciation and amortization 657 575 1,232
Other development stage expenses 12,491 15,949 29,983
-------- --------- ------
Total Development Stage Expenses 138,139 173,881 339,194
-------- ---------- -------
Loss from operations (138,139) (173,881) (339,194)
--------- ----------- --------
OTHER INCOME (EXPENSE):
Interest income 877 2,453 6,849
Interest expense (7,279) (365) (7,644)
--------- ------- -------
(6,402) 2,088 (795)
--------- -------- -----
(144,541) (171,793) (339,989)
NET LOSS ========= ========= =========
NET LOSS PER COMMON SHARE -
BASIC AND DILUTED $ (0.02) $ (0.03) $ (0.06)
================ ================= ==================
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 6,492,778 5,340,000 5,663,510
========== ========== =========
e.DEAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM NOVEMBER 6, 1998 (INCEPTION) TO MARCH 31, 2002
DEFICIT
ACCUMULATED
ADDITIONAL DURING THE
COMMON STOCK PAID-IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE TOTAL
------ ------ ------- ----- -----
Balance, November 6,
1998
(inception)
- $ - $ - $ - $ -
Restricted common stock
issued at
$0.001 per share to
related party
for management
services 5,000,000 5,000 - - 5,000
Proceeds from sale of
common stock
at $0.25 per share 340,000 340 84,660 - 85,000
Net Loss for the period
November 6, 1998
(inception)
to March 31, 1999 - - - (7,470) (7,470)
---------- ----------- ---------- --------------- -----------
Balance, March 31, 1999 5,340,000 5,340 84,660 (7,470) 82,530
Net Loss for the year
ended March 31, 2000 - - - (16,185) (16,185)
---------- ----------- ---------- --------------- -----------
Balance, March 31, 2000 5,340,000 5,340 84,660 (23,655) 66,345
Net Loss for the year
ended March 31, 2001 - - - (171,793) (171,793)
---------- ----------- ---------- --------------- -----------
Balance, March 31, 2001 5,340,000 5,340 84,660 (195,448) (105,448)
Proceeds from sale of
common stock
at $0.10 per share 2,500,000 2,500 247,500 - 250,000
Net Loss for the year
ended March 31, 2002 - - - (144,541) (144,541)
---------- ----------- ---------- --------------- ----------
Balance, March 31, 2002 7,840,000 $ 7,840 $ 332,160 (339,989) $ 11
========== =========== ========== =============== ==========
e.DEAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the period
For the For the November 6, 1998
Year Ended Year Ended (Inception)To
March 31, March 31, March 31,
2002 2001 2002
---- ---- ----
Cash Flows from Operating Activities:
Net Loss $ (144,541) $(171,793) (339,989)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization 657 575 1,232
Common stock issued for management services - - 5,000
Changes in operating assets and liabilities:
Decrease (increase) in security deposits 2,631 (2,631) -
Decrease (increase) in prepaid expenses 2,681 (2,681) -
Increase in accounts payable and accrued expenses 6,941 69,525 90,859
- ------ ------- ------
Net cash used in operating activities (131,631) (107,005) (242,898)
- --------- --------- ---------
Cash Flows from Investing Activities:
Purchase of property and equipment - (3,286) (3,286)
- -- ------- -------
Net cash used in investing activities - (3,286) (3,286)
- -- ------- -------
Cash Flows from Financing Activities:
Proceeds from issuance of common stock 250,000 - 335,000
Proceeds from loans from related parties 70,000 40,000 110,000
- ------- ------- -------
Net cash provided by financing activities 320,000 40,000 445,000
- -------- ------- -------
Net Increase (Decrease) in Cash 188,369 (70,291) 198,816
Cash, Beginning 10,447 80,738 -
- ------- ------- -
Cash, Ending $ 198,816 $ 10,447 $ 198,816
= ========================== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid during the period $ - $ - $ -
= ============ ============ ==========
Income taxes paid during the period $ - $ - $ -
= ============ ============ ==========
e.DEAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND CAPITALIZATION
-------------------------------
e.Deal.Net, Inc. ("e.Deal" or "the Company") was incorporated on November
6, 1998 under the laws of the State of Nevada. The Company's Articles of
Incorporations authorize the Company to issue and have outstanding at any
one time 1,000,000 shares of preferred stock with a par value of $0.01 and
100,000,000 shares of common stock with a par value of $0.001. The Company
had no preferred stock outstanding as of March 31, 2002.
e.Deal's activities have been devoted primarily to positioning itself to
take advantage of opportunities available in the Internet business. e.Deal
intends to develop an Internet-based automobile and heavy transportation
equipment auction site in local markets throughout North America and to
grow through internal development, strategic alliances and acquisitions of
existing businesses.
USE OF ESTIMATES
----------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities as of the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting period. Accordingly,
actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
-------------------------
For financial statement presentation purposes, e.Deal considers all highly
liquid investments with an original maturity of three months or less to be
cash equivalents. There were no cash equivalents at March 31, 2002.
DEAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
PROPERTY AND EQUIPMENT
----------------------
Property and equipment are recorded at cost. Expenditures for major
betterments and additions are capitalized, while replacement, maintenance
and repairs, which do not extend the lives of the respective assets, are
charged to expense currently. Any gain or loss on disposition of assets is
recognized currently. Depreciation expense is calculated using the
straight-line method over the estimated useful lives of the various assets.
LONG-LIVED ASSETS
-----------------
The Company periodically evaluates whether events and circumstances have
occurred that may warrant revision of the estimated life of intangible and
other long-lived assets, or whether the remaining balance of intangible and
other long-lived assets should be evaluated for possible impairment. If and
when such factors, events or circumstances indicate that intangible or
other long-lived assets should be evaluated for possible impairment, the
Company would make an estimate of undiscounted cash flows over the
remaining lives of the respective assets in measuring recoverability.
FAIR VALUE OF FINANCIAL INSTRUMENTS
-----------------------------------
SFAS No. 107 "Disclosures about Fair Value of Financial Instruments"
requires the disclosure of the fair value of financial instruments.
e.Deal's financial instruments, including cash, accounts payable, accrued
professional fees and notes payable are carried at cost, which approximates
their fair value because of the short-term maturity and approximate market
interest rates of these instruments.
INCOME TAXES
------------
e.Deal accounts for income taxes using SFAS No. 109, "Accounting for Income
Taxes", which requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have
been included in financial statements or tax returns. Under this method,
deferred income taxes are recognized for the tax consequences in future
years of differences between the tax basis of assets and liabilities and
their financial reporting amounts at each period-end based on enacted tax
laws and statutory tax rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount
expected to be realized.
e.DEAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
NET LOSS PER SHARE
------------------
e.Deal computes earnings (loss) per shares in accordance with SFAS No. 128
"Earnings Per Share". Basic loss per share is computed by dividing the loss
available to common shareholders by the weighted-average number of common
shares outstanding. Diluted loss per share is computed by dividing net loss
by the weighted-average number of shares of common stock, common stock
equivalents and other potentially dilutive securities outstanding during
the period.
e.Deal currently has 2,500,000 outstanding warrants that could potentially
dilute basic earnings (loss) per share in the future that were not included
in the computation of diluted loss per share because to do so would be
anti-dilutive.
RECLASSIFICATIONS
-----------------
Certain reclassifications were made to the statements of operations and
cash flows for the year ended March 31, 2001 and to the period from
November 6, 1998 (inception) to March 31, 2002 to conform to the March 31,
2002 presentation.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
-----------------------------------------
In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities."
SFAS No. 133 requires companies to recognize all derivative contracts as
either assets or liabilities in the balance sheet and to measure them at
fair value. If certain conditions are met, a derivative may be specifically
designated as a hedge, the objective of which is to match the timing of the
gain or loss recognition on the hedging derivative with the recognition of
(i) the changes in the fair value of the hedge asset or liability that are
attributable to the hedge risk or (ii) the earnings effect of the hedge
forecasted transaction. For a derivative not designated as a hedging
instrument, the gain or loss is recognized in income in the period of
change.
e.DEAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONT"D)
--------------------------------------------------
On June 30, 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB
Statement No. 133." SFAS No. 133 as amended by SFAS No. 137 is effective
for all fiscal years beginning after June 15, 2000. In June 2000, the FASB
issued SFAS No. 138, "Accounting for Certain Derivatives Instruments and
Certain Hedging Activities." SFAS No. 133 as amended by SFAS No. 137 and
138 is effective for all fiscal quarters of fiscal years beginning after
June 15, 2000.
The Company has not entered into derivatives contracts to hedge existing
risks or for speculative purposes. Accordingly, SFAS 133, 137 and 138 do
not affect the Company's financial statements.
On December 3, 1999 the Securities and Exchange Commission ("SEC") staff
issued Staff Accounting Bulletin No. 101 (SAB 101) "Revenue Recognition in
Financial Statements" which reflects the basic principles of revenue
recognition in existing generally accepted accounting principles. SAB 101
does not affect the Company's financial statements.
In January 2000, the Emerging Issues Task Force issued EITF 99-17
"Accounting for Advertising Barter Transactions" establishing accounting
and reporting requirements for such transactions. Generally, the Task Force
reached a consensus that revenue and expenses from an advertising barter
transaction should be recognized at fair value of the advertising
surrendered. EITF 99-17 does not affect the Company's financial statements.
On March 16, 2000 the Emerging Issues Task Force issued EITF 99-19
"Recording Revenue as a Principal versus Net as an Agent" which addresses
the issue of how and when revenue should be recognized on a Gross or Net
method as the title implies. The Emerging Issues Task Force has not reached
a consensus but sites SEC Staff Accounting Bulletin 101.
e.DEAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONT"D)
--------------------------------------------------
On July 20, 2000, the Emerging Issues Task Force issued EITF 00-14
"Accounting For Certain Sales Incentives" which establishes accounting and
reporting requirements for sales incentives such as discounts, coupons,
rebates and free products or services. Generally, reductions in or refunds
of a selling price should be classified as a reduction in revenue. For SEC
registrants, the implementation date is the beginning of the fourth quarter
after the registrant's fiscal year end December 15, 1999. EITF 00-14 does
not affect the Company's financial statements.
In June 2001, the FASB issued Statement No. 141 "Business Combinations".
This statement replaces Accounting Principle Board ("APB") Opinion No. 16,
"Business Combinations", and SFAS 38, "Accounting for Preacquisition
Contingencies of Purchased Enterprises". All business combinations in the
scope of this statement are to be accounted for using the purchase method.
The single-method approach used in this statement reflects the conclusion
that virtually all business combinations are acquisitions and, thus, all
business combinations should be accounted for in the same way that other
asset acquisitions are accounted - based on the values exchanged. This
statement does not change many of the provisions of Opinion 16 and
Statement 38 related to the application of the purchase method. The
provisions of this statement apply to all business combinations initiated
after June 30, 2001, and all business combinations accounted for by the
purchase method for which the date of acquisition is July 1, 2001, or
later. FASB Statement 141 does not affect the Company's financial
statements.
In June 2001, the FASB issued Statement No. 142 "Goodwill and Other
Intangible Assets." This Statement addresses financial accounting and
reporting for acquired goodwill and other intangible assets and supersedes
APB Opinion No. 17, "Intangible Assets." It addresses how intangible assets
that are acquired individually or with a group of other assets (but not
those acquired in a business combination) should be accounted for in
financial statements upon their acquisition. This Statement also addresses
how goodwill and other intangible assets should be accounted for after they
have been initially recognized in the financial statements. Adoption of
this statement is required for fiscal years beginning after December 31,
2001. The adoption of FASB Statement No. 142 is not expected to materially
affect the Company's financial statements.
e.DEAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONT"D)
--------------------------------------------------
In July 2001, the FASB issued Statement No. 143, "Accounting for Asset
Retirement Obligations". This statement addresses financial accounting and
reporting for obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. This statement
requires that the fair value of a liability for an asset retirement
obligation be recognized in the period in which it is incurred if a
reasonable estimate of fair value can be made. The associated asset
retirement costs are capitalized as part of the carrying amount of the
long-lived asset and subsequently allocated to expense using a systematic
and rational method. Adoption of this statement is required for fiscal
years beginning after June 12, 2002. The adoption of Statement No. 143 is
not expected to materially affect the Company's financial statements.
In October 2001, the FASB issued Statement No. 144, "Accounting for the
Impairment or Disposal of Long-Live Assets". This statement supersedes
Statement No. 121 but retains many of its fundamental provisions. The
statement also establishes a single accounting model, based on the
framework established in Statement 121, for long-lived assets to be
disposed of by sale. Additionally, the statement resolves significant
implementation issues related to Statement No. 121. The provisions of this
statement are effective for financial statements issued for fiscal years
beginning after December 15, 2001. The provision of Statement No. 144 is
not expected to materially affect the Company's financial statements.
NOTE 2 - DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN MATTERS
e.Deal's initial activities have been devoted to developing a business
plan, negotiating contracts and raising capital for future operations and
administrative functions. The accompanying financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America, which assumes the continuity of e.Deal as a going
concern. As shown in the financial statements, development stage losses
from November 6, 1998 (inception) to March 31, 2002 amounted to
approximately $340,000. e.Deal's cash flow requirements during this period
have been primarily met by contributions of capital, and debt and equity
financing. No assurance can be given that these sources of financing will
continue to be available. If e.Deal is unable to generate
e.DEAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002
NOTE 2 - DEVELOPMENT STAGE OPERATIONS AND GOING CONCERN MATTERS (CONT'D)
profits, or unable to obtain additional funds for its working capital
needs, it may have to cease operations. These conditions raise substantial
doubt as to the ability of e.Deal to continue as a going concern.
Management intends to meet its liquidity needs through raising additional
capital and targeting future possible alliances and acquisitions.
Presently, the Company cannot ascertain the eventual success of
management's plans with any degree of certainty. The accompanying financial
statements do not include any adjustments that might result from the
eventual outcome of the risks and uncertainty described above.
NOTE 3 - PROPERTY AND EQUIPMENT
Property and equipment are depreciated over a useful life of five years.
Property and equipment consisted of the following as of March 31, 2002:
Computer equipment $ 3,286
Less: accumulated depreciation (1,232)
---------------
Property and equipment, net $ 2,054
===============
Depreciation expense was $657 and 575 for the years ended March 31, 2002
and 2001, respectively, and $1,232 for the period from November 6, 1998
(inception) to March 31, 2002.
NOTE 4 - ACCRUED EXPENSES
Accrued expenses as of March 31, 2002 consisted of the following:
Accrued management fees $ 69,333
Accrued accounting fees 11,500
Accrued interest 3,988
Accrued rent 3,500
Accrued other 268
-----------
Total accrued expenses $ 88,589
===========
e.DEAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002
NOTE 5 - DEFERRED INCOME TAXES
Deferred tax assets and liabilities as of March 31, 2002 were approximately
as follows:
Deferred tax assets arising
from net operating losses $ 129,200
Less: Valuation allowance (129,200)
Net deferred tax liabilities 0
-----------
Net Deferred Tax Asset $ 0
===========
As of March 31, 2002, e.Deal has net operating loss carryforwards of
approximately $340,000 that may be offset against future taxable income.
The carry-forward loss expires at various times through the year 2020.
Sufficient uncertainty exists regarding the realization of these operating
loss carryforwards, and, accordingly, a valuation allowance of
approximately $129,200, which relates to the net operating losses, has been
established.
The effective tax rate varies from the U.S. Federal statutory tax rate for
both the periods ended March 31, 2002 and 2001 principally due to the
following:
3/31/02 3/31/01
------- -------
U.S. statutory tax rate 34% 15%
State and local taxes 4 4
Less: Valuation allowance (38) (19)
------ -----
Effective rate 0% 0%
====== =====
NOTE 6 - NOTES PAYABLE - RELATED PARTY
On February 14, 2001, e.Deal executed a $40,000 note payable with Herdev S.
Rayat (Mr. "Rayat"), the Company's President. The note bears interest at a
rate of 7.25% per annum. The entire principal and related accrued interest
is due and payable on demand.
On April 24, 2001, e.Deal executed a note payable to Mr. Rayat in the
principal sum of $40,000 at a rate of 7.25% per annum. The entire principal
amount and accrued interest is due and payable on demand.
e.DEAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002
NOTE 6 - NOTES PAYABLE - RELATED PARTY (CONT'D)
On June 8, 2001, eDeal executed a note payable to Mr. Rayat in the
principal sum of $20,000 at a rate of 7.25% per annum. The entire principal
amount and accrued interest is due and payable on demand.
On July 27, 2001, eDeal executed a note payable to Mr. Rayat in the
principal sum of $10,000 at a rate of 7.25% per annum. The entire principal
amount and accrued interest is due and payable on demand.
Accrued interest on the above notes amounted to $3,988 as of March 31, 2002
and interest expense was $7,279 and $365, for the years ended March 31,
2002 and 2001, respectively. Interest expense was $1,232 for the period
from November 6, 1998 (inception) to March 31, 2002.
NOTE 7 - OPERATING LEASES
BUILDING LEASE
From December 2000 to August 2001, e.Deal rented its facilities under an
operating lease agreement. The lease provided for monthly rent due on the
first of each month in the amount of $2,681 and was due to expire on March
31, 2002. In August 2001, the Company terminated the lease with no further
commitment. Prior to February 1, 2001, e.Deal had been relatively inactive
and did not require nor was occupying any office space.
Effective September 1, 2001, e.Deal entered into an oral agreement with its
President, Mr. Rayat, for the use of certain office facilities and
equipment on a month-to-month basis. The agreement calls for payments of
$500 per month.
Rent expense for the years ended March 31, 2002 and 2001 was $16,907 and
$10,724, respectively. Rent expense for the period from November 6, 1998
(inception) to March 31, 2002 was $27,631.
EQUIPMENT LEASE
In December 2000, e.Deal assumed an operating lease agreement for a
photocopier. The lease was to be paid in 45 monthly installments of $187
due on the sixth of each month expiring on November 6, 2004.
In June 2001, e.Deal terminated the lease and agreed to pay $3,500 to the
lessor as a settlement cost.
e.DEAL.NET, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002
NOTE 7 - OPERATING LEASES (CON'D)
Lease expense for the years ended March 31, 2002 and 2001 amounted to
$4,061 and $1,300, respectively. Lease expense for the period from November
6, 1998 (inception) to March 31, 2002 was $5,361.
NOTE 8 - STOCKHOLDERS' EQUITY
In November 1998, e.Deal issued a total of 5,000,000 common shares to Mr.
Rayat, deemed to be a founder of e.Deal. The shares were issued in exchange
for management services that were valued at $5,000 and are subject to Rule
144 of the SEC Act 1933 as amended. These shares were issued for services
which included the writing and development of e.Deal's business plan, the
development of corporate and operating strategies and creative input into
e.Deals' website.
During the fiscal year ended March 31, 1999, e.Deal issued 340,000 shares
of common stock in a private offering pursuant to Regulation D, Rule 504,
promulgated under the Securities Act of 1933. Common shares were offered to
non-accredited investors at 25 cents per share, for a total cash
consideration of $85,000.
During the fiscal year ended March 31, 2002, e.Deal sold 2,500,000 shares
of common stock in a public offering for net proceeds of $250,000. Each
share came with a warrant to purchase one share of common stock at $0.20
per share. The warrants are exercisable for a period of 36 months from the
date of issuance.
NOTE 9 - MANAGEMENT AGREEMENT WITH RELATED PARTY
In January 2000, e.Deal entered into an agreement with Mr. Rayat to provide
management and consulting services. The term of the agreement is one year,
automatically renewable for a period of one year for each consecutive year
thereafter, unless prior notice is given by either e.Deal or Mr. Rayat 90
days prior to the expiration of the contract term. Management fees for the
years ended March 31, 2002 and 2002 amounted to $32,000 and $32,000,
respectively. Accrued management fees as of March 31, 2002 amounted to
$69,333.
ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Set forth below is certain information regarding each of the directors and
officers of the Company:
HERDEV S. RAYAT - President, Director and Chief Executive Officer. Since 1994,
Mr. Rayat has served as President of Thor West Management Group, Inc., a
privately held management and consulting services company. Mr. Rayat is also a
Director of Entheos Technologies.
HARVINDER DHALIWAL - Director. Mr. Dhaliwal is the President and CEO of Sight &
Sound Ltd. between 1985 and 2000. Since 2000, Mr. Dhaliwal has provided
managerial consulting services to various early stage corporations. Mr. Dhaliwal
is also a Director of Enterprise Technologies, Inc. and Zeta Corporation.
ARIAN SOHEILI - Secretary, Treasurer and Director. Mr. Soheili graduated from
Simon Fraser University with a Bachelor of Business Administration majoring in
Accounting and Management Information Systems. From 1995 to December 1998, Mr.
Soheili worked for Deloitte & Touche, providing clients with system strategies
for technology implemenation and e-commerce solutions. Since January 1999, Mr.
Soheili has been the President and founder of Precision Accounting Systems &
Solutions.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's directors, officers and persons who own more than
10 percent of a registered class of the Company's equity securities, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission ("the Commission"). Directors, officers and greater than 10 percent
beneficial owners are required by applicable regulations to furnish the Company
with copies of all forms they file with the Commission pursuant to Section
16(a). Based solely upon a review of the copies of the forms furnished to the
Company, the Company believes that during fiscal 2002 the Section 16(a) filing
requirements applicable to its directors and executive officers were not
satisfied.
ITEM 10: EXECUTIVE COMPENSATION
Remuneration and Executive Compensation
---------------------------------------
The following table shows, for the three-year period ended March 31, 2002, the
cash compensation paid by the Company, as well as certain other compensation
paid for such year, to the Company's Chief Executive Officer and the Company's
other most highly compensated executive officers. Except as set forth on the
following table, no executive officer of the Company had a total annual salary
and bonus for 2002 that exceeded $100,000.
Summary Compensation Table
--------------------------
Securities
Underlying
Name and Options All Other
Principal Position Year Salary Bonus Other Granted Compensation
------------------ ---- ------ ----- ----- ------- ------------
Herdev S. Rayat 2002 $32,000 $0 $0 0 $0
President & CEO 2001 $32,000 $0 $0 0 $0
Director 2000 $32,000 $0 $0 0 $0
Harvinder Dhaliwal 2002 $0 $0 $0 0 $0
Director 2001 $0 $0 $0 0 $0
2000 $0 $0 $0 0 $0
Arian Soheili 2002 $0 $0 $0 0 $0
Director 2001 $0 $0 $0 0 $0
2000 $0 $0 $0 0 $0
Stock Option Grants in Fiscal 2002
----------------------------------
Shown below is further information regarding employee stock options awarded
during fiscal 2002 to the named officers and directors:
Number of % of Total
Securities Options
Underlying Granted to Exercise Expiration
Name Options Employees Price Date
---- ------- --------- ----- ----
None
ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 15th, 2002, the beneficial ownership
of the Company's Common Stock by each director and executive officer of the
Company and each person known by the Company to beneficially own more than 5% of
the Company's Common Stock outstanding as of such date and the executive
officers and directors of the Company as a group.
Number of Shares
Person or Group of Common Stock Percent
--------------- --------------- -------
Herdev S. Rayat (1) 5,000,000 64%
214-1628 West First Avenue
Vancouver, B.C. V6J 1G1 Canada
Harvinder Dhaliwal 0 0.0%
214-1628 West First Avenue
Vancouver, B.C. V6J 1G1 Canada
Arian Soheili 0 0.0%
214-1628 West First Avenue
Vancouver, B.C. V6J 1G1 Canada
Directors and Executive Officers 5,000,000 64%
as a group (3 persons)
(1) Other members of Mr. Rayat's family hold shares and share purchase warrants.
Mr. Rayat disclaims beneficial ownership of the shares and share purchase
warrants beneficially owned by other family members.
ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 2002 and 2001, the Company charged $32,000 and $32,000, respectively to
operations for management and consulting fees incurred for services rendered by
the president and majority stockholder. Accrued management fees as of March 31,
2002 amounted to $69,000. The Company has not converted any debt for equity.
The Company's office is located at Suite 214, 1628 West 1st Avenue, Vancouver,
B.C., V6J-1G1. These premises are owned by Mr. Herdev S. Rayat the Company's
President and CEO. At present, the Company pays $500 rent per month.
As of March 31, 2002, the Company had borrowed $110,000 from its President and
CEO.
PART IV
ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the Company's fourth fiscal quarter.
SIGNATURES
Pursuant to the requirements of Sections 13 or 15 (d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized on this 27th day of
June, 2002.
e.Deal.net, Inc.
/s/ Herdev S. Rayat
-------------------
By: Herdev S. Rayat
President and CEO
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in capacities and on the dates indicated.
Signature Title Date
------------ ----- ------
/s/ Herdev S. Rayat Director and CEO June 27th, 2002
------------------- ---------------- ---------------
Herdev S. Rayat
/s/ Arian Soheili Director, Secretary/Treasurer June 27th, 2002
------------------- ----------------------------- ---------------
Arian Soheili
/s/ Harv Dhaliwal Director June 27th, 2002
---------------------- -------- ---------------
Harv Dhaliwal