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<title>dchk</title>
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<table BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="663" height="736">
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    <td VALIGN="TOP" COLSPAN="2" height="59" width="663"><b><p ALIGN="CENTER">SECURITIES AND
    EXCHANGE COMMISSION<br>
    Washington, D.C. 20549</b></td>
  </tr>
  <tr>
    <td WIDTH="663" VALIGN="TOP" height="21" colspan="2"></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="663"><p ALIGN="CENTER">FORM S-8</td>
  </tr>
  <tr>
    <td WIDTH="663" VALIGN="TOP" height="21" colspan="2"></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="663"><p ALIGN="CENTER">Registration
    Statement</td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="663"><p ALIGN="CENTER">Under</td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="663"><p ALIGN="CENTER">The Securities Act
    of 1933</td>
  </tr>
  <tr>
    <td WIDTH="663" VALIGN="TOP" height="21" colspan="2"></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="24" width="663"><font SIZE="4"><u><b><p
    ALIGN="CENTER">Dealcheck.com Inc.</b></u></font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="16" width="663"><font SIZE="1"><p ALIGN="CENTER">(Exact
    name as specified in its charter)</font></td>
  </tr>
  <tr>
    <td WIDTH="663" VALIGN="TOP" height="21" colspan="2"></td>
  </tr>
  <tr>
    <td WIDTH="296" VALIGN="TOP" height="21"><font size="3"><u><p ALIGN="CENTER">Ontario,
    Canada</u></font></td>
    <td WIDTH="367" VALIGN="TOP" height="21"><font size="3"><u><p ALIGN="CENTER">n/a</u></font></td>
  </tr>
  <tr>
    <td WIDTH="296" VALIGN="TOP" height="16"><font SIZE="1"><p ALIGN="CENTER">(State or other
    jurisdiction of Incorporation)</font></td>
    <td WIDTH="367" VALIGN="TOP" height="16"><font SIZE="1"><p ALIGN="CENTER">(I.R.S. Employer
    identification No.)</font></td>
  </tr>
  <tr>
    <td WIDTH="296" VALIGN="TOP" height="21">&nbsp; </td>
    <td WIDTH="367" VALIGN="TOP" height="21">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="663">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="663"><p ALIGN="CENTER"><font size="3"><u>47
    Avenue Road, Second Floor, Toronto, Ontario, M5R 2G3 Canada</u></font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="16" width="663"><font SIZE="1"><p ALIGN="CENTER">(Address
    and Principal Executive Office and Zip Code)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="663">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="663"><u><p ALIGN="CENTER">Employee
    Compensation and Consulting Services</u></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="16" width="663"><font SIZE="1"><p ALIGN="CENTER">(Full
    title of plan)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="663">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="663"><font size="3"><p ALIGN="CENTER">Terence
    Robinson, Chairman/CEO</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="663"><font size="3"><u><p ALIGN="CENTER">47
    Avenue Road, Second Floor, Toronto, Ontario, M5R 2G3 Canada</u></font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="16" width="663"><font SIZE="1"><p ALIGN="CENTER">(Name
    and address of agent for service)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="663">&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="663"><font size="3"><u><p ALIGN="CENTER">(416)
    860-0211</u></font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="16" width="663"><font SIZE="1"><p ALIGN="CENTER">(Telephone
    number, including area code, of agent for service)</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="663">&nbsp;&nbsp; </td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="16" width="663"><font SIZE="1"><p ALIGN="CENTER">Copy
    to:</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="663"><p ALIGN="CENTER"><font size="2">Thomas
    J. Craft, Jr., P.A.</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="663"><p ALIGN="CENTER"><font size="2">Attorney
    at Law</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="663"><p ALIGN="CENTER"><font size="2">301
    Clematis Street, Suite 3000</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="663"><p ALIGN="CENTER"><font size="2">West
    Palm Beach, FL 33401</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="21" width="663"><p ALIGN="CENTER"><font size="2">(561)
    651-7336</font></td>
  </tr>
  <tr>
    <td VALIGN="TOP" COLSPAN="2" height="16" width="663"><font SIZE="1"><p ALIGN="CENTER">(Name,
    address and telephone number, including area code, of counsel)</font></td>
  </tr>
</table>

<table BORDER="0" CELLSPACING="0" CELLPADDING="0" WIDTH="662" height="94">
  <tr>
    <td WIDTH="662" VALIGN="TOP" colspan="5" height="16"><font SIZE="1"><strong>&nbsp; </strong></font></td>
  </tr>
  <tr>
    <td WIDTH="662" VALIGN="TOP" colspan="5" height="16"><font SIZE="1"><strong>&nbsp; </strong></font></td>
  </tr>
  <tr>
    <td WIDTH="662" VALIGN="TOP" colspan="5" height="16"><font SIZE="1"><p ALIGN="CENTER"><strong>CALCULATION
    OF REGISTRATION FEE</strong></font></td>
  </tr>
  <tr>
    <td WIDTH="104" VALIGN="top" height="29"
    style="border-left: 1px solid rgb(0,0,0); border-right: 2px; border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    SIZE="1">Title of securities to be registered</font></td>
    <td WIDTH="121" VALIGN="top" height="29"
    style="border-left: 1px solid rgb(0,0,0); border-right: 2px; border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    SIZE="1"><p ALIGN="CENTER">Amount to be registered</font></td>
    <td WIDTH="132" VALIGN="top" height="29"
    style="border-left: 1px solid rgb(0,0,0); border-right: 2px; border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    SIZE="1"><p align="center">Proposed maximum Offering price per share</font></td>
    <td WIDTH="131" VALIGN="top" height="29"
    style="border-left: 1px solid rgb(0,0,0); border-right: 2px; border-top: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    SIZE="1"><p align="center">Proposed maximum aggregate offering price</font></td>
    <td WIDTH="174" VALIGN="top" height="29" style="border: 1px solid rgb(0,0,0)"><font
    SIZE="1"><p align="center">Amount of registration fee</font></td>
  </tr>
  <tr>
    <td WIDTH="104" VALIGN="top" height="5"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    SIZE="1"><p ALIGN="left">Common Stock </font></td>
    <td WIDTH="121" VALIGN="top" height="5"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    SIZE="1"><p ALIGN="CENTER">1,560,000 Shares</font></td>
    <td WIDTH="132" VALIGN="top" height="5"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    SIZE="1"><p ALIGN="CENTER">$0.25</font></td>
    <td WIDTH="131" VALIGN="top" height="5"
    style="border-left: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    SIZE="1"><p ALIGN="CENTER">$390,000</font></td>
    <td WIDTH="174" VALIGN="top" height="5"
    style="border-left: 1px solid rgb(0,0,0); border-right: 1px solid rgb(0,0,0); border-bottom: 1px solid rgb(0,0,0)"><font
    SIZE="1"><p ALIGN="CENTER">$98.00</font></td>
  </tr>
  <tr>
    <td WIDTH="662" VALIGN="TOP" colspan="5" height="44"><font SIZE="1">Estimated solely for
    the purpose of calculating the amount of registration fee. Such estimate has been computed
    in accordance with Rules 457(c) and 457 (h) of the General Rules and Regulations under the
    Securities Act of 1993, as amended, based upon the average closing bid price of the shares
    during the ten day period prior to March 27, 2002.</font></td>
  </tr>
</table>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p ALIGN="CENTER"><strong>PART I</strong></p>

<p ALIGN="CENTER">INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS</p>

<p>Item 1. Plan Information</p>

<p ALIGN="JUSTIFY">This Registration Statement on Form S-8 provides for the issuance of a
total of 71,560,000 shares of common stock of Dealcheck.com Inc. (the
&quot;Company&quot;), as follows: Terence Robinson, the Company's Chairman and CEO,
500,000 shares; John Robinson, a consultant who is also responsible for the day to day
operations matters for the Company and previously served as a director and president until
December 2000, 500,000 shares; <font size="3">Robert Kennedy, a consultant who is
responsible for marketing and project management, 200,000</font> shares, Kam Shah, a
director and CFO of the Company, 300,000 shares; Katherine Topelko, a consultant who
serves as an executive assistant to the Company's CEO and CFO, 30,000 shares; and a total
of 30,000 shares for legal and securities consulting services, including the preparation
and filing of this registration statement as follows: Thomas J. Craft, Jr., Esq., as
counsel, 12,000 shares; Richard Rubin as consultant, 12,000 shares; and Ivo Heiden as
consultant, 6,000 shares. Each of the foregoing persons were issued shares included in
this registration statement for bona fide services to the Company as compensation. </p>

<p>Item 2. Registrant Information and Employee Plan Annual Information</p>

<p>Not applicable.</p>
<b>

<p ALIGN="CENTER">PART II</p>
</b>

<p ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</p>

<p>Item 3. Incorporation of Documents by Reference</p>

<p ALIGN="JUSTIFY">The following documents filed by Dealcheck.com Inc. with the SEC are
incorporated by reference herein:</p>

<p ALIGN="JUSTIFY">(a) The Company's Annual Report on Form 20-F/A for its fiscal year
ended March 31, 2001 (Commission File No. 0-30314)</p>

<p ALIGN="JUSTIFY">(b)The Company's Form 6-K Reports of Foreign Issuer filed pursuant to
Section 13(a) or Section 15(d) of the Exchange Act, since March 31, 2001 through the date
hereof; and</p>

<p ALIGN="JUSTIFY">(c) any document filed by the Company with the SEC pursuant to Sections
13(a)&nbsp; or 15(d) of the Exchange Act subsequent to the date hereof, but prior to the
filing of a post-effective amendment to this registration statement which indicates that
all shares registered hereunder have been sold or that deregisters all such shares then
remaining unsold, such documents being deemed to be incorporated by reference herein and
to be part hereof from the date of filing of such documents.</p>

<p>Item 4. Description of Securities</p>

<p ALIGN="JUSTIFY">Reference is made to the Company's Form 20-F for the fiscal year ended
March 31, 2000 filed on August 1, 2000. </p>

<p>Item 5. Interests of Named Experts and Counsel</p>

<p><font size="3">No expert or counsel has any substantial interest which is defined as an
interest exceeding $50,000.</font></p>

<p>Item 6. Indemnification of Directors and Officer</p>

<p ALIGN="JUSTIFY">The Company's Articles of Incorporation and by-laws provide the right
to indemnify of our officers and directors to the fullest extent permitted by the Ontario
Corporation Act, as follows:</p>

<p class="MsoNormal" style="text-align:justify">7.02 Indemnity</p>

<p class="MsoNormal" style="text-align:justify">Subject to the Ontario Corporation Act,
the Corporation shall indemnify a director or officer, a former director or officer, or a
person who acts or acted at the Corporation's request as a director or officer of a body
corporate of which the Corporation is or was a shareholder or creditor, and his heirs and
legal representatives, against all costs, charges and expenses, including an amount paid
to settle an action or satisfy a judgment, reasonably incurred by him in respect of any
civil, criminal or administrative action or proceeding to which he is made a party by
reason of being or having been a director or officer of the Corporation or such body
corporate, if (a) he acted honestly and in good faith with a view to the best interests of
the Corporation; and (b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds for believing that his
conduct was lawful. The Corporation shall also indemnify such person in such other
circumstances as the Act or law permits or requires. Nothing in this by-law shall limit
the right of any person entitled to indemnity to claim indemnity apart from the provisions
of this by-law.</p>

<p class="MsoNormal" style="text-align:justify">7.01 Limitation of Liability</p>

<p class="MsoNormal" style="text-align:justify">Every director and officer of the
Corporation in exercising his powers and discharging his duties shall act honestly and in
good faith with a view to the best interests of the Corporation and exercise the care,
diligence and skill that a reasonably prudent person would exercise in comparable
circumstances. Subject to the foregoing, no director or officer shall be liable for the
acts, receipts, neglects or defaults of any other director, officer or employee, or for
joining in any receipt or other act for conformity, or for any loss, damage or expense
happening to the Corporation through the insufficiency or deficiency of title to any
property acquired for or on behalf of the corporation, or for the insufficiency or
deficiency of any security in or upon which any of the moneys of the Corporation shall be
invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous
acts of any person with whom any of the moneys, securities or effects of the Corporation
shall be deposited, or for any loss occasioned by any error of judgment or oversight.</p>

<p>Commission Policy</p>

<p ALIGN="JUSTIFY">Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling Dealcheck.com
Inc. pursuant to the foregoing provisions, or otherwise, Dealcheck.com Inc. has been
advised that in the opinion of the SEC such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.</p>

<p>Item 7. Exemption from Registration Claimed</p>

<p>Not applicable.</p>

<p>Item 8. Exhibits</p>

<p ALIGN="JUSTIFY">The Exhibits to this registration statement are listed in the index to
Exhibits on page 5.</p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<p>Item 9. Undertakings</p>

<p>(a) The undersigned registrant hereby undertakes:</p>

<p>The undersigned registrant hereby undertakes: </p>

<p>(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

<dir>
  <p>(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of
  1933; </p>
  <p>(ii) To reflect in the prospectus any facts or events arising after the effective date
  of the registration statement (or the most recent post-effective amendment thereof) which,
  individually or in the aggregate, represent a fundamental change in the information in the
  registration statement. To reflect in the prospectus any facts or events arising after the
  effective date of the registration statement (or the most recent post-effective amendment
  thereof) which, individually or in the aggregate, represent a fundamental change in the
  information set forth in the registration statement. Notwithstanding the foregoing, any
  increase or decrease in volume of securities offered (if the total dollar value of
  securities offered would not exceed that which was registered) and any deviation from the
  low or high end of the estimated maximum offering range may be reflected in the form of
  prospectus filed with the Commission pursuant to Rule 424(b), Section 230.424(b) of this
  chapter) if, in the aggregate, the changes in volume and price represent no more than a
  20% change in the maximum aggregate offering price set forth in the &quot;Calculation of
  Registration Fee&quot; table in the effective registration statement; </p>
  <p>(iii) To include any material information with respect to the plan of distribution not
  previously disclosed in the registration statement or any material change to such
  information in the registration statement; </p>
  <p>Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Section do not
  apply if the registration statement is on Form S-3 (Section 239.13 of this chapter) or
  Form S-8 (Section 239.16b of this chapter) or Form F-3 (Section 239.33 of Regulation S-K),
  and the information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the SEC by the
  Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
  that are incorporated by reference in the registration statement. </p>
  <p>(2) That, for the purpose of determining any liability under the Securities Act of
  1933, as amended, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the offering of
  such securities at that time shall be deemed to be the initial bona fide offering thereof.
  </p>
  <p>(3) To remove from registration by means of a post-effective amendment any of the
  securities being registered which remain unsold at the termination of the offering. </p>
  <p>(4) If the registration is a foreign private issuer, to file a post-effective amendment
  to the registration statement to include any financial statements required by Section
  210.3-19 of this chapter at the start of any delayed offering or throughout a continuous
  offering. Financial statements and information otherwise required by Section 10(a)(3) of
  the Act need not be furnished, provided that the Company includes in the prospectus, by
  means of a post-effective amendment, financial statements required pursuant to this
  paragraph (a)(4) and other information necessary to ensure that all other information in
  the prospectus is at least as current as the date of those financial statements.
  Notwithstanding the foregoing, with respect to registration statements on Form F-3
  (Section 239.33 of this chapter), a post-effective amendment need not be filed to include
  financial statements and information required by Section 10(a)(3) of the Act or Section
  210.3-19 of this chapter if such financial statements and information are contained in
  periodic reports filed with or furnished to the SEC by the Company pursuant to section 13
  or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
  in the Form F-3. </p>
</dir>

<p ALIGN="JUSTIFY">(b) Filings incorporating subsequent Exchange Act documents by
reference. Include the following if the registration statement incorporates by reference
any Exchange Act document filed subsequent to the effective date of the registration
statement: </p>

<p>The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, as amended, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof. </p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div><b>

<p ALIGN="CENTER">SIGNATURES</p>
</b>

<p ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Act of 1933, as amended,
Dealcheck.com Inc. certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Toronto, Province of Ontario, Canada on March 28, 2002.</p>

<p>Dealcheck.com Inc. </p>

<p>By:&nbsp; /s/ Terence Robinson<br>
<u>Terence Robinson, Chairman/CEO</u></p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<hr>

<p ALIGN="CENTER">INDEX TO EXHIBITS</p>

<table border="0" cellpadding="0" cellspacing="0" width="96%">
  <tr>
    <td width="94%">5.1 Opinion of Counsel, regarding the legality of the securities
    registered hereunder.</td>
    <td width="6%" align="center">8</td>
  </tr>
  <tr>
    <td width="94%">23.1 Consent of Independent Certified Public Accountants. </td>
    <td width="6%" align="center">9</td>
  </tr>
  <tr>
    <td width="94%">23.2 Consent of Counsel (included as part of Exhibit 5.1).</td>
    <td width="6%" align="center">8</td>
  </tr>
</table>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<hr>

<p>Exhibit 5.1</p>

<table border="0" cellpadding="0" cellspacing="0" width="97%">
  <tr>
    <td width="100%"><font SIZE="4"><p ALIGN="CENTER">Thomas J. Craft, Jr., P.A.</font></td>
  </tr>
  <tr>
    <td width="100%"><p ALIGN="CENTER">Attorney at Law</td>
  </tr>
  <tr>
    <td width="100%"><p ALIGN="CENTER">301 Clematis Street-Suite 3000</td>
  </tr>
  <tr>
    <td width="100%"><p ALIGN="CENTER">West Palm Beach, FL 33401</td>
  </tr>
  <tr>
    <td width="100%"><p ALIGN="CENTER"><u>Phone: 561-651-7336&nbsp;&nbsp;&nbsp; Fax:
    561-655-3202</u></td>
  </tr>
  <tr>
    <td width="100%"><b>&nbsp; </b></td>
  </tr>
  <tr>
    <td width="100%"><b>&nbsp; </b></td>
  </tr>
  <tr>
    <td width="100%">March 27, 2002</td>
  </tr>
  <tr>
    <td width="100%">U.S. Securities and Exchange Commission</td>
  </tr>
  <tr>
    <td width="100%">450 Fifth Street, NW</td>
  </tr>
  <tr>
    <td width="100%">Washington, D.C. 20549</td>
  </tr>
  <tr>
    <td width="100%">Re: Registration Statement on Form S-8</td>
  </tr>
  <tr>
    <td width="100%"><b>&nbsp; </b></td>
  </tr>
  <tr>
    <td width="100%">Gentleman:</td>
  </tr>
</table>

<p ALIGN="JUSTIFY">I have acted as counsel for Dealcheck.com Inc. (the
&quot;Company&quot;) in connection with the preparation and filing of its registration
statement on Form S-8 under the Securities Act of 1933, as amended, relating to 1,560,000
shares of common stock, without par value, issuable pursuant to individuals who are
present&nbsp; officers, directors, employees, legal counsel and individual consultants for
the Company. </p>

<p ALIGN="JUSTIFY">I have examined the Company's charter documents and by-laws and all
amendments thereto, the registration statement and originals, or copies certified to my
satisfaction, of such records and meetings, written actions in lieu of meetings, or
resolutions adopted at meetings, of the directors of Dealcheck.com Inc.&nbsp; and such
other documents and instruments as in my judgment are necessary or appropriate to enable
me to render the opinions expressed below. </p>

<p ALIGN="JUSTIFY">Based on the foregoing examination, I am of the opinion that the shares
of common stock issuable under this registration statement are duly authorized and, when
issued, will be validly issued, fully paid and nonassessable. </p>

<p>Further, I consent to the filing of this opinion as an exhibit to the registration
statement on Form S-8.</p>

<p>Very truly yours,</p>

<p>/s/ Thomas J. Craft, Jr.<br>
<u>Thomas J. Craft, Jr., P.A.</u></p>
</div>

<p><br clear="all" style="page-break-before:always; mso-break-type:section-break">
</p>
<div>

<hr>

<p>Exhibit 23.1</p>

<table border="0" cellpadding="0" cellspacing="0" width="100%">
  <tr>
    <td width="100%" colspan="4"><b>DAREN, MARTENFELD, CARR, TESTA AND COMPANY LLP</b></td>
  </tr>
  <tr>
    <td width="100%" colspan="4" style="border-bottom: 2px solid rgb(0,0,0)">Chartered
    Accountants</td>
  </tr>
  <tr>
    <td width="25%"></td>
    <td width="25%"></td>
    <td width="25%"><font size="2">20 Eglinton Avenue West</font></td>
    <td width="25%"><font size="2">Telephone (416) 480-0160</font></td>
  </tr>
  <tr>
    <td width="25%"></td>
    <td width="25%"></td>
    <td width="25%"><font size="2">Suite 2100</font></td>
    <td width="25%"><font size="2">Fax (416) 480-2646</font></td>
  </tr>
  <tr>
    <td width="25%"></td>
    <td width="25%"></td>
    <td width="25%"><font size="2">Toronto, Canada</font></td>
    <td width="25%"><font size="2">Website www.dmct.com</font></td>
  </tr>
  <tr>
    <td width="25%"></td>
    <td width="25%"></td>
    <td width="25%"><font size="2">M4R 1K8</font></td>
    <td width="25%"></td>
  </tr>
</table>

<p>March 28, 2002<br>
Dealcheck.com Inc.<br>
47 Avenue Road<br>
2<sup>nd</sup> Floor<br>
Toronto, Ontario<br>
M5R 2G3</p>

<p>Dear Sirs:</p>

<p ALIGN="JUSTIFY">We hereby consent to the incorporation by reference in this
registration Statement of our report dated June 7, 2001, relating to the consolidated
financial statements of Dealcheck.com Inc. appearing in the Company&#146;s Amended Annual
Report on Form 20-F/A for Foreign Private Issuers for the fiscal year ended March 31,
2001. Canadian generally accepted accounting principles vary in certain significant
respects from accounting principles generally accepted in the United States. Application
of accounting principles generally accepted in the United States would have affected
results of operations for the year ended March 31, 2001 and the shareholders&#146; equity
as at that date to the extent summarized in Note 17 to the consolidated financial
statements.</p>

<p ALIGN="JUSTIFY">Any use that a third party makes of this letter, or any reliance or
decisions made based on it, are the responsibility of such third parties, and that we
accept no responsibility for loss or damages, if any, suffered by any third party as a
result of decisions made or actions taken based on it.</p>

<p><b>/s/ DAREN, MARTENFELD, CARR, TESTA AND COMPANY LLP (signed)</b></p>

<p>March 28, 2002<br>
Toronto, Canada</p>
</div></div>
</body>
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dchk
SECURITIES AND
    EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration
    Statement
Under
The Securities Act
    of 1933
Dealcheck.com Inc.
(Exact
    name as specified in its charter)
Ontario,
    Canada
n/a
(State or other
    jurisdiction of Incorporation)
(I.R.S. Employer
    identification No.)
47
    Avenue Road, Second Floor, Toronto, Ontario, M5R 2G3 Canada
(Address
    and Principal Executive Office and Zip Code)
Employee
    Compensation and Consulting Services
(Full
    title of plan)
Terence
    Robinson, Chairman/CEO
47
    Avenue Road, Second Floor, Toronto, Ontario, M5R 2G3 Canada
(Name
    and address of agent for service)
(416)
    860-0211
(Telephone
    number, including area code, of agent for service)
Copy
    to:
Thomas
    J. Craft, Jr., P.A.
Attorney
    at Law
301
    Clematis Street, Suite 3000
West
    Palm Beach, FL 33401
(561)
    651-7336
(Name,
    address and telephone number, including area code, of counsel)
CALCULATION
    OF REGISTRATION FEE
Title of securities to be registered
Amount to be registered
Proposed maximum Offering price per share
Proposed maximum aggregate offering price
Amount of registration fee
Common Stock
1,560,000 Shares
$0.25
$390,000
$98.00
Estimated solely for
    the purpose of calculating the amount of registration fee. Such estimate has been computed
    in accordance with Rules 457(c) and 457 (h) of the General Rules and Regulations under the
    Securities Act of 1993, as amended, based upon the average closing bid price of the shares
    during the ten day period prior to March 27, 2002.
PART I
INFORMATION REQUIRED IN THIS SECTION 10(a) PROSPECTUS
Item 1. Plan Information
This Registration Statement on Form S-8 provides for the issuance of a
total of 71,560,000 shares of common stock of Dealcheck.com Inc. (the
"Company"), as follows: Terence Robinson, the Company's Chairman and CEO,
500,000 shares; John Robinson, a consultant who is also responsible for the day to day
operations matters for the Company and previously served as a director and president until
December 2000, 500,000 shares;
Robert Kennedy, a consultant who is
responsible for marketing and project management, 200,000
shares, Kam Shah, a
director and CFO of the Company, 300,000 shares; Katherine Topelko, a consultant who
serves as an executive assistant to the Company's CEO and CFO, 30,000 shares; and a total
of 30,000 shares for legal and securities consulting services, including the preparation
and filing of this registration statement as follows: Thomas J. Craft, Jr., Esq., as
counsel, 12,000 shares; Richard Rubin as consultant, 12,000 shares; and Ivo Heiden as
consultant, 6,000 shares. Each of the foregoing persons were issued shares included in
this registration statement for bona fide services to the Company as compensation.
Item 2. Registrant Information and Employee Plan Annual Information
Not applicable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Dealcheck.com Inc. with the SEC are
incorporated by reference herein:
(a) The Company's Annual Report on Form 20-F/A for its fiscal year
ended March 31, 2001 (Commission File No. 0-30314)
(b)The Company's Form 6-K Reports of Foreign Issuer filed pursuant to
Section 13(a) or Section 15(d) of the Exchange Act, since March 31, 2001 through the date
hereof; and
(c) any document filed by the Company with the SEC pursuant to Sections
13(a)  or 15(d) of the Exchange Act subsequent to the date hereof, but prior to the
filing of a post-effective amendment to this registration statement which indicates that
all shares registered hereunder have been sold or that deregisters all such shares then
remaining unsold, such documents being deemed to be incorporated by reference herein and
to be part hereof from the date of filing of such documents.
Item 4. Description of Securities
Reference is made to the Company's Form 20-F for the fiscal year ended
March 31, 2000 filed on August 1, 2000.
Item 5. Interests of Named Experts and Counsel
No expert or counsel has any substantial interest which is defined as an
interest exceeding $50,000.
Item 6. Indemnification of Directors and Officer
The Company's Articles of Incorporation and by-laws provide the right
to indemnify of our officers and directors to the fullest extent permitted by the Ontario
Corporation Act, as follows:
7.02 Indemnity
Subject to the Ontario Corporation Act,
the Corporation shall indemnify a director or officer, a former director or officer, or a
person who acts or acted at the Corporation's request as a director or officer of a body
corporate of which the Corporation is or was a shareholder or creditor, and his heirs and
legal representatives, against all costs, charges and expenses, including an amount paid
to settle an action or satisfy a judgment, reasonably incurred by him in respect of any
civil, criminal or administrative action or proceeding to which he is made a party by
reason of being or having been a director or officer of the Corporation or such body
corporate, if (a) he acted honestly and in good faith with a view to the best interests of
the Corporation; and (b) in the case of a criminal or administrative action or proceeding
that is enforced by a monetary penalty, he had reasonable grounds for believing that his
conduct was lawful. The Corporation shall also indemnify such person in such other
circumstances as the Act or law permits or requires. Nothing in this by-law shall limit
the right of any person entitled to indemnity to claim indemnity apart from the provisions
of this by-law.
7.01 Limitation of Liability
Every director and officer of the
Corporation in exercising his powers and discharging his duties shall act honestly and in
good faith with a view to the best interests of the Corporation and exercise the care,
diligence and skill that a reasonably prudent person would exercise in comparable
circumstances. Subject to the foregoing, no director or officer shall be liable for the
acts, receipts, neglects or defaults of any other director, officer or employee, or for
joining in any receipt or other act for conformity, or for any loss, damage or expense
happening to the Corporation through the insufficiency or deficiency of title to any
property acquired for or on behalf of the corporation, or for the insufficiency or
deficiency of any security in or upon which any of the moneys of the Corporation shall be
invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous
acts of any person with whom any of the moneys, securities or effects of the Corporation
shall be deposited, or for any loss occasioned by any error of judgment or oversight.
Commission Policy
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling Dealcheck.com
Inc. pursuant to the foregoing provisions, or otherwise, Dealcheck.com Inc. has been
advised that in the opinion of the SEC such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibits to this registration statement are listed in the index to
Exhibits on page 5.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of
  1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date
  of the registration statement (or the most recent post-effective amendment thereof) which,
  individually or in the aggregate, represent a fundamental change in the information in the
  registration statement. To reflect in the prospectus any facts or events arising after the
  effective date of the registration statement (or the most recent post-effective amendment
  thereof) which, individually or in the aggregate, represent a fundamental change in the
  information set forth in the registration statement. Notwithstanding the foregoing, any
  increase or decrease in volume of securities offered (if the total dollar value of
  securities offered would not exceed that which was registered) and any deviation from the
  low or high end of the estimated maximum offering range may be reflected in the form of
  prospectus filed with the Commission pursuant to Rule 424(b), Section 230.424(b) of this
  chapter) if, in the aggregate, the changes in volume and price represent no more than a
  20% change in the maximum aggregate offering price set forth in the "Calculation of
  Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of distribution not
  previously disclosed in the registration statement or any material change to such
  information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Section do not
  apply if the registration statement is on Form S-3 (Section 239.13 of this chapter) or
  Form S-8 (Section 239.16b of this chapter) or Form F-3 (Section 239.33 of Regulation S-K),
  and the information required to be included in a post-effective amendment by those
  paragraphs is contained in periodic reports filed with or furnished to the SEC by the
  Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
  that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of
  1933, as amended, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the offering of
  such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the
  securities being registered which remain unsold at the termination of the offering.
(4) If the registration is a foreign private issuer, to file a post-effective amendment
  to the registration statement to include any financial statements required by Section
  210.3-19 of this chapter at the start of any delayed offering or throughout a continuous
  offering. Financial statements and information otherwise required by Section 10(a)(3) of
  the Act need not be furnished, provided that the Company includes in the prospectus, by
  means of a post-effective amendment, financial statements required pursuant to this
  paragraph (a)(4) and other information necessary to ensure that all other information in
  the prospectus is at least as current as the date of those financial statements.
  Notwithstanding the foregoing, with respect to registration statements on Form F-3
  (Section 239.33 of this chapter), a post-effective amendment need not be filed to include
  financial statements and information required by Section 10(a)(3) of the Act or Section
  210.3-19 of this chapter if such financial statements and information are contained in
  periodic reports filed with or furnished to the SEC by the Company pursuant to section 13
  or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
  in the Form F-3.
(b) Filings incorporating subsequent Exchange Act documents by
reference. Include the following if the registration statement incorporates by reference
any Exchange Act document filed subsequent to the effective date of the registration
statement:
The undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, as amended, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Dealcheck.com Inc. certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Toronto, Province of Ontario, Canada on March 28, 2002.
Dealcheck.com Inc.
By:  /s/ Terence Robinson
Terence Robinson, Chairman/CEO
INDEX TO EXHIBITS
5.1 Opinion of Counsel, regarding the legality of the securities
    registered hereunder.
8
23.1 Consent of Independent Certified Public Accountants.
9
23.2 Consent of Counsel (included as part of Exhibit 5.1).
8
Exhibit 5.1
Thomas J. Craft, Jr., P.A.
Attorney at Law
301 Clematis Street-Suite 3000
West Palm Beach, FL 33401
Phone: 561-651-7336    Fax:
    561-655-3202
March 27, 2002
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Re: Registration Statement on Form S-8
Gentleman:
I have acted as counsel for Dealcheck.com Inc. (the
"Company") in connection with the preparation and filing of its registration
statement on Form S-8 under the Securities Act of 1933, as amended, relating to 1,560,000
shares of common stock, without par value, issuable pursuant to individuals who are
present  officers, directors, employees, legal counsel and individual consultants for
the Company.
I have examined the Company's charter documents and by-laws and all
amendments thereto, the registration statement and originals, or copies certified to my
satisfaction, of such records and meetings, written actions in lieu of meetings, or
resolutions adopted at meetings, of the directors of Dealcheck.com Inc.  and such
other documents and instruments as in my judgment are necessary or appropriate to enable
me to render the opinions expressed below.
Based on the foregoing examination, I am of the opinion that the shares
of common stock issuable under this registration statement are duly authorized and, when
issued, will be validly issued, fully paid and nonassessable.
Further, I consent to the filing of this opinion as an exhibit to the registration
statement on Form S-8.
Very truly yours,
/s/ Thomas J. Craft, Jr.
Thomas J. Craft, Jr., P.A.
Exhibit 23.1
DAREN, MARTENFELD, CARR, TESTA AND COMPANY LLP
Chartered
    Accountants
20 Eglinton Avenue West
Telephone (416) 480-0160
Suite 2100
Fax (416) 480-2646
Toronto, Canada
Website www.dmct.com
M4R 1K8
March 28, 2002
Dealcheck.com Inc.
47 Avenue Road
2
nd
Floor
Toronto, Ontario
M5R 2G3
Dear Sirs:
We hereby consent to the incorporation by reference in this
registration Statement of our report dated June 7, 2001, relating to the consolidated
financial statements of Dealcheck.com Inc. appearing in the Company's Amended Annual
Report on Form 20-F/A for Foreign Private Issuers for the fiscal year ended March 31,
2001. Canadian generally accepted accounting principles vary in certain significant
respects from accounting principles generally accepted in the United States. Application
of accounting principles generally accepted in the United States would have affected
results of operations for the year ended March 31, 2001 and the shareholders' equity
as at that date to the extent summarized in Note 17 to the consolidated financial
statements.
Any use that a third party makes of this letter, or any reliance or
decisions made based on it, are the responsibility of such third parties, and that we
accept no responsibility for loss or damages, if any, suffered by any third party as a
result of decisions made or actions taken based on it.
/s/ DAREN, MARTENFELD, CARR, TESTA AND COMPANY LLP (signed)
March 28, 2002
Toronto, Canada