Form 4

Form 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL      

OMB Number:  3235-0287

Expires: January 31, 2005

[ ]

Check box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See instructions 1(b).

Estimated average burden
hours per response. . . 0.5


1. Name and Address of Reporting Person*

Rayat, Harmel S.

2. Issuer Name and Ticker or Trading Symbol

e.Deal.net, Inc.   (EDAN)

6. Relationship of Reporting Person(s) to Issuer

(Check all applicable)      


_X_ Director                            _X_ 10% Owner
_X_ Officer (give title below)      ___ Other (specify below)

Secretary/Treasurer

(Last)             (First)            (Middle)


Suite 216 – 1628 West 1st Avenue

3. I.R.S. Identification Number of Reporting Person, if an entity
(voluntary)

4. Statement for Month/Day/Year

02/06/2003

(Street)


Vancouver, British Columbia, V6J 1G1

5. If Amendment, Date of Original (Month/Day/Year)
 

7. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)             (State)             (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned


1. Title of Security
(Instr. 3)

2. Transaction Date
(Month/Day/Year)

2A. Deemed Execution
Date, if any
(Month/Day/Year)

3. Transaction
Code
(Instr. 8)

4. Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)

5. Amount of Securities
Beneficially Owned
Following Reported
Transactions
(Instr. 3 and 4)

6. Ownership Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common

10/17/2001

 

P

 

390,000

A

$0.10


390,000

I


Note 1

Common

08/05/2002

 

P

 

600,625

A

$0.08


990,625

I

Note 2

Common

08/05/2002

 

P

 

300,000

A

$0.08


1,290,625

I

Note 3

Common

12/31/2001

 

P

 

5,000,000

A

$0.001

6,290,625

D

 

Common

03/04/2002

 

J

 


300,000

D

$0.08

5,990,625

I

Note 3



FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

  


1.
Title of Derivative Security
(Instr.3)

2.
Conversion or
Exercise
Price of
Derivative
Security

3.
Transaction
Date
(Month/
Day/Year)

3A.
Deemed Execution
Date, if any
(Month/
Day/Year)

4.
Transaction Code
(Instr. 8)

5.
Number of Derivative
Securities
Acquired (A) or Disposed of (D)
(Instr.3,4
and 5)

6.
Date Exercisable
and Expiration Date
(Month/Day/Year)

7.
Title and Amount of
Underlying Securities
(Instr. 3 and 4)

8.
Price of
Derivative
Security
(Instr. 5)

9.
Number of
Derivative
Securities
Beneficially
Owned Following Reported Transaction(s)
(Instr. 4)

10.
Ownership
Form of
Derivative
Security:
Direct (D) or Indirect (I)
(Instr. 4)

11.
Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Code

V

(A)

(D)

Date
Exercisable

Expiration
Date

Title

Amount
or
Number
of Shares

Share Purchase Warrants

$0.20

10/17/2001

 

A

 

390,000

 

10/17/2001

10/17/2004

Common

390,000

 

390,000

I

Note 1

                
                
                


Explanation of Responses:

(1) The 390,000 common shares and the 390,000 share purchase warrants were acquired through Nevada Investment Fund, LLC, a corporation controlled by Harmel S. Rayat.

(2) The 600,625 restricted common shares were issued to Entheos Technologies, Inc. in exchange for the satisfaction of $48,050 in debt owed for web development and web hosting services.  Mr. Harmel S. Rayat is a director and majority shareholder of Entheos Technologies.

(3) The 300,000 restricted common shares were issued to EquityAlert.com, Inc. for advertising and marketing services valued at $24,000. These services were not delivered and, on February 4, 2003, the 300,000 shares  issued to EquityAlert.com, Inc. were cancelled.  Mr. Harmel S. Rayat is a director of EquityAlert.com.  

(4) Other members of Harmel S. Rayat’s family hold 790,000 common shares and 780,000 share purchase warrants exercisable at $0.20 per share until October 17, 2004.  Mr. Rayat disclaims beneficial ownership of the shares owned by family members.


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.


* If the form is filed by more than one reporting person, see Instructions 4(b)(v).


** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
   See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).


/s/ Harmel S. Rayat

**Signature of Reporting Person


02/06/2003 

Date

NOTE:  File three copies of this Form, one of which must be manually signed.
If space is insufficient, see Instruction 6 for procedure.


Potential persons who are to respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB Number.