Belzberg Technologies Inc · 20-F · For 12/31/00

Filed On 7/16/01 9:38am ET   ·   SEC File 0-31068   ·   Accession Number 1125282-1-501201

Annual Report of a Foreign Private Issuer   ·   Form 20-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report                                         81    379K 

Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 20-F

[ ]      REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g)              

OR

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(g) OF THE SECURITIES        
     EXCHANGE ACT OF 1934 - For the fiscal year ended December 31, 2000.

OR

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

for the transition period from __________ to ___________                        

Commission file number ___________                                              

BELZBERG TECHNOLOGIES INC.
(Exact name of the Registrant as specified in its charter)

 Ontario, Canada
 (Jurisdiction of incorporation or organization)

 40 King Street West
Suite 3400
Toronto, Ontario
Canada M5H 3Y2

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

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

common stock with no par value
------------------------------
(Title of Class)

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

On July 1, 2001, the registrant had 11,028,424 shares of common stock           
outstanding.                                                                    

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was     
required to file such reports), and (2) has been subject to such filing         
requirements for the past 90 days.                                              

Yes  X         No                                                               
-----         -----                                                       

Indicate by a check mark which financial statement the Registrant has elected to
follow.                                                                         

Item 17  X                  Item 18                                             
---                         ---                                 

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 TABLE OF CONTENTS

                                                                            Page
PART I

Item 1.     Identity Of Directors, Senior Management And Advisers..............4
Item 2.     Offer Statistics And Expected Timetable............................4
Item 3.     Key Information....................................................5
Item 4.     Information On The Company........................................12
Item 5.     Operating And Financial Review And Prospectus.....................23
Item 6.     Directors, Senior Management And Employees........................30
Item 7.     Major Shareholders................................................35
Item 8.     Financial Information............................................ 37
Item 9.     The Offer And Listing.............................................38
Item 10.    Additional Information............................................39
Item 11.    Quantitative And Qualitative Disclosure About Market Risk.........49

Item 12.    Description Of Securities Other Than Equity Securities............49

 PART II

Item 13.    Defaults, Dividend Arrearages And Delinquencies...................50
Item 14.    Material Modifictaions To The Rights Of Security Holders            
            And Use Of Proceeds...............................................50
Item 15.    [Reserved]........................................................50
Item 16.    [Reserved]........................................................50

PART III

Item 17.    Financial Statements..............................................50
Item 18.    Financial Statements..............................................50
Item 19.    Financial Statements And Exhibits.................................50

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EXCHANGE RATE DATA                                                              

        We maintain our books of account in Canadian dollars, and accordingly,
have provided the financial data in this Form 20-F in Canadian dollars in       
accordance with generally accepted accounting principles in Canada. Canadian    
GAAP standards conform in all material respects with generally accepted         
accounting principles in the United States, except as noted in our financial    
statements attached. See "Item 19." All references to dollar amounts in this    
Form 20-F, unless otherwise indicated, are in Canadian dollars.                 

    The following table sets forth, for the periods indicated, certain
exchange rates based on the noon buying rate in New York City for cable         
transfers in Canadian dollars. Such rates are the number of United States       
dollars per one Canadian dollar and are the inverse of rates quoted by the      
Federal Reserve Bank of New York for Canadian dollars per US$1.00. The average  
exchange rate is based on the average of the daily exchange rates during such   
periods. On July 1, 2001, the exchange rate was approximately Cdn.$1.00 per     
US$0.6716.                                                                      

                           1996       1997      1998     1999     2000
                            ------------------------------------------------

RATE AT END OF PERIOD         $0.7301   $ 0.6999   $0.6505  $0.6928   $0.6571   

AVERAGE RATE DURING PERIOD     0.7333     0.7222    0.6740   0.6740    0.6732   

HIGH                           0.7513     0.7487    0.7104   0.6928    0.6903   

LOW                            0.7235     0.6945    0.6422   0.6542    0.6483   

FORWARD LOOKING STATEMENTS                                                      

        Statements included in this Form 20-F that do not relate to present or
historical conditions are "forward-looking statements." Additional oral or      
written forward-looking statements may be made by us from time to time and such 
statements may be included in documents other than this registration statement  
that are filed with the SEC. Such forward-looking statements involve risks and  
uncertainties that could cause results or outcomes to differ materially from    
those expressed in such forward-looking statements. Forward-looking statements  
in this registration statement and elsewhere may include, without limitation,   
statements relating to the our plans, strategies, objectives, expectations,     
intentions and adequacy of resources.                                           

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PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS                   

         Directors and senior management. The following table provides the names
and business addresses of our directors, and senior management.                 

Name and business address              Title                                    
-------------------------              -----                                    
Sidney H. Belzberg                     Chairman and Chief Executive Officer &   
          Director
Alicia Belzberg                        Executive Vice President, Secretary      
              and Director
Donald W. Wilson                       Chief Operating Officer and Director     
Lawrence J. Cyna                       Chief Financial Officer and Director     
Stephen Sadler                         Director                                 
Dr. William Gnam                       Director                                 
John L. Engels                         Director                                 

The business address for our directors and senior management is Belzberg        
Technologies Inc., 40 King Street West, Suite 3400, Toronto, Ontario, Canada M5H
3Y2.                                                                            

       Auditors. The following table provides the names and addresses of our
auditors for the preceding three years.                                         

Name and business address              Term                                     
-------------------------              ----                                     
Deloitte & Touche LLP                  2000-2001                                
Suite 1400, BCE Place                                                           
181 Bay Street                                                                  
Toronto, Ontario                                                                
M5J 2V1                                                                         

Deloitte & Touche LLP                  1999-2000                                
(same as above)                                                                 

Deloitte & Touche LLP                  1998-1999                                
(same as above)                                                                 

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE                                 

Not applicable.                                               

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ITEM 3. KEY INFORMATION                                                         

        Selected financial data. The following selected consolidated financial
data should be read in conjunction with "Operating and Financial Review and     
Properties" and the consolidated financial statements, including the related    
notes. The consolidated statement of earnings for the fiscal years ended        
December 31, 1997, 1998, 1999 and 2000 and the balance sheet data as at December
31, 1999 and 2000 are derived from the audited consolidated financial statements
of Belzberg Technologies Inc., which have been audited by Deloitte & Touche LLP,
independent auditors. The amounts that have been presented on a U.S. GAAP basis 
have not been reported upon separately. The consolidated statement of earnings  
for the fiscal years ended December 31, 1996 and 1997 are derived from audited  
consolidated financial statements not included in this Form 20-F.               

Consolidated Statement of Earnings:                                             

Fiscal Year Ended December 31,

                                                        [Enlarge/Download Table]

                                  1996         1997         1998         1999         2000      
                                  ----         ----         ----         ----         ----      
                                                                                                
Revenues                        $1,255,333   $1,967,137   $3,976,120   $5,904,099   $11,951,629 
Operating Expenses:                                                                             
    Cost of Sales                1,095,820    1,770,116    1,164,429    2,172,738     4,531,421 
    R&D                            902,451    1,091,827    1,092,068    1,794,081       860,884 
    Sales & Marketing              436,020    1,151,798    1,316,526    1,874,096     2,800,675 
    Administrative Expenses        470,019    1,205,513    1,388,518    2,468,519     2,792,774 
    Amortization                   121,067       33,035      106,238      219,591       842,276 
    Interest on Long-Term Debt      30,300       24,961       30,154       25,123       166,393 
    Interest Income                      -            -            -            -      (226,993)
    Other                                -            -            -            -       525,198 
        Total Expenses           3,055,677    5,277,250    5,097,933    8,554,148    12,292,628 
Net Profit/(Loss) Before Taxes  (1,800,344)  (3,310,113)  (1,121,813)  (2,650,049)     (340,999)
Taxes                              (36,378)     (62,892)         244        9,019         5,063 
Net Profit/(Loss) for Period    (1,763,966)  (3,247,221)  (1,122,057)  (2,659,068)     (346,062)
Deficit, beginning of Period        62,906   (1,701,060)  (4,948,281)  (6,070,338)   (8,729,406)
Deficit, end of Period          (1,701,060)  (4,948,281)  (6,070,338)  (8,729,406)   (9,075,468)
Earnings/(Loss) per Share          $ (0.28)     $ (0.48)     $ (0.17)     $ (0.38)       $(0.04)

Consolidated Balance Sheet Data:                              

                                      As at December 31,

                                      1999                  2000
                                      ----                  ----
Working Capital                          $(3,490,127)            $7,562,596     
Total Current Assets                       1,643,056             10,826,993     
Total Assets                               2,869,254             15,459,525     
Total Current Liabilities                  5,133,183              3,264,397     
Total Shareholders' Equity                (2,502,406)            10,664,613     

         The above selected consolidated financial information has been prepared
in accordance with accounting principles generally accepted in Canada, which    
conforms in all material respects with accounting principles generally accepted 
in the United States [U.S. GAAP] except as set forth in note 17 to the          
consolidated financial statements included elsewhere in this registration       
statement.                                                                      

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         The following sets forth selected financial information with respect to
Belzberg prepared on the basis of U.S. GAAP:                                    

Consolidated Statement of Earnings:                                             

Fiscal Year Ended December 31,

                                                        [Enlarge/Download Table]

                                   1996         1997         1998         1999         2000     
                                   ----         ----         ----         ----         ----     
                                                                                                
Revenues                        $1,255,333   $1,967,137   $3,976,120   $5,904,099   $11,951,629 
Operating Expenses:                                                                             
    Cost of Sales                1,095,820    1,770,116    1,164,429    2,172,738     4,531,421 
    R&D                            902,451    1,091,827    1,092,068    1,794,081       860,884 
    Sales & Marketing              436,020    1,151,798    1,316,526    1,874,096     2,800,675 
    Administrative Expenses        470,019    1,205,513    1,388,518    2,468,519     3,253,615 
    Amortization                   121,067       33,035      106,238      219,591       842,276 
    Interest on Long-Term Debt      30,300       24,961       30,154       25,123       166,393 
    Interest Income                      -            -            -            -      (226,993)
    Other                                -            -            -            -       525,198 
        Total Expenses           3,055,677    5,277,250    5,097,933    8,554,148    12,753,469 
Net Profit/(Loss) Before Taxes  (1,800,344)  (3,310,113)  (1,121,813)  (2,650,049)     (801,840)
Taxes                              (36,378)     (62,892)         244        9,019         5,063 
Net Profit/(Loss) for Period    (1,763,966)  (3,247,221)  (1,122,057)  (2,659,068)     (806,903)
Deficit, beginning of Period        62,906   (1,701,060)  (4,948,281)  (6,070,338)   (8,729,406)
Deficit, end of Period          (1,701,060)  (4,948,281)  (6,070,338)  (8,729,406)   (9,536,309)
Earnings/(Loss) per Share          $ (0.28)     $ (0.48)     $ (0.17)     $ (0.38)       $(0.09)

Consolidated Balance Sheet Data:                                                

                                      As at December 31,

                                      1999                  2000
                                      ----                  ----
Working Capital                          $(3,490,127)            $7,562,596     
Total Current Assets                       1,643,056             10,826,993     
Total Assets                               2,869,254             15,459,525     
Total Current Liabilities                  5,133,183              3,264,397     
Total Shareholders' Equity                (2,502,406)            10,664,613     

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Risk Factors                                                                    

       Investing in our securities will provide you with an equity ownership
interest in Belzberg Technologies Inc. As one of our shareholders, your         
investment will be subject to risks inherent in our business. If any of the     
following risks actually occur, our business could be harmed. In that event, the
trading price of our shares might decline, and you could lose all or part of    
your investment. You should carefully consider the following factors as well as 
other information contained in this registration statement before deciding to   
invest in shares of our securities. Additional risks that are not currently     
known to us or that we deem immaterial may also harm us and the value of your   
investment. An investment in our securities involves a high degree of risk.     

We have a history of losses, and we expect losses in the future. If we do not   
achieve and sustain profitability, our business will suffer and our stock price 
may decline.                                                                    

    We have incurred net losses in each fiscal year since 1996. In the
fiscal years ended December 31, 2000, 1999 and 1998, we incurred net losses of  
approximately $0.3 million, $2.7 million, and $1.1 million, respectively. We may
not achieve our profit or revenue goals, and our losses may continue to grow in 
the future. As a result, we may never achieve or sustain profitability on a     
quarterly or annual basis.                                                      

Our revenues depend on arrangements with our customers, all of which expire     
within the next two years. If we are unable to renew these arrangements or make 
a successful transition to transaction-based fees, our future operating results 
may suffer.                                                                     

       All of our agreements expire within the next two years. We may not be
able to renew these license agreements on terms that are acceptable to us, and  
our revenues would therefore decrease.                                          

        In addition, approximately 47% of our revenues as at December 31, 2000
currently are derived from customers whose agreements provide for payment of    
fixed revenues on a monthly or quarterly basis. Although our business strategy  
is to transition these customers to transaction-based billing and to implement  
transaction-based billing with our new customers, we may not be successful in   
implementing this strategy. The failure to implement transaction-based billing  
on a widespread basis will likely have a material adverse effect on our revenues
and results of operations.                                                      

Our dependence on a limited number of customers for a substantial amount of our 
sales could lead to fluctuations in our operating results.                      

      Our business depends on sales of our products to a limited number of
customers, which may cause fluctuations in our operating results. We do not have
long-term contracts with any of our customers. The top five of our customers    
accounted for approximately 45% of our total revenues during the year ended     
December 31, 2000. Any of our customers could stop using our products in the    
future. As a result, a customer that generates substantial revenue for us in one
period may not be a source of revenue in subsequent periods. The loss of a      
significant customer would have a material and adverse effect on our revenues   
and results of operations.                                                      

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We must continue to overcome significant and increasing competition in order to 
continue our growth and productivity.                                           

     The market for global Internet trading solutions, intelligent order
routing systems, e-Commerce gateways and B2B integration solutions is intensely 
competitive, fragmented and rapidly changing. We face competition from ITG,     
NYFIX, 724 Solutions, Reuters, Bloomberg, w-Trade, Ariba and WebMethods. For    
more information regarding our competitors, please read the section of this     
registration statement entitled "Business - Competition."                       

The loss of our key management personnel or our failure to attract and retain   
additional personnel could adversely affect our business.                       

        If we fail to retain and recruit the necessary personnel, our business
and our ability to obtain new customers, develop new products and provide       
acceptable levels of customer service could suffer. The success of our business 
is heavily dependent on the leadership of our key management personnel,         
including Sidney Belzberg, our Chief Executive Officer, Alicia Belzberg, our    
Executive Vice President, and Secretary, and Donald Wilson, our Chief Operating 
Officer.                                                                        

      Our future success also depends on our ability to attract and retain
highly qualified personnel. The competition for qualified personnel in the      
computer software and Internet markets is intense and we may be unable to       
attract or retain highly qualified personnel in the future. In addition, due to 
intense competition for qualified employees, it may be necessary for us to      
increase the level of compensation paid to existing and new employees to the    
degree that our operating expenses could be materially increased. See           
"Management."                                                                   

We may be unable to adequately protect our proprietary rights. Our failure to 
protect these rights may significantly impair our competitive position.         

       Our success depends to a significant extent on our ability to protect
our proprietary software and our other proprietary rights from copying,         
infringement or use by unauthorized parties. To protect our proprietary rights  
we rely primarily on a combination of patent, copyright, trade secret and       
trademark laws, confidentiality agreements with employees and third parties, and
protective contractual provisions such as those contained in agreements with    
consultants, vendors and customers, although we have not signed these types of  
agreements in every case. Despite our efforts to protect our proprietary rights,
unauthorized parties may copy aspects of our products and obtain and use        
information that we regard as proprietary. Other parties may breach             
confidentiality agreements and other protective contracts we have entered into. 
We may not become aware of, or have adequate remedies in the event of, these    
types of breaches or unauthorized activities.                                   

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We have experienced rapid growth, which has placed a strain on our resources, 
and any failure to manage our growth effectively could cause our business to    
suffer.                                                                         

      We have been expanding our operations rapidly and intend to continue
this expansion for the foreseeable future. The number of our employees increased
from 8 on December 31, 1995 to 78 on December 31, 2000. As of July 1, 2001 we   
had 108 employees. This expansion has placed, and is expected to continue to    
place, a significant strain on our managerial, operational and financial        
resources as we integrate and manage new employees, more locations and more     
customers, suppliers and other business relationships. In the past, we have     
decided to, and in the future we may need to, improve or replace our existing   
operational and customer service systems, procedures and controls. Any failure  
by us to properly manage our growth or these systems and procedural transitions 
could impair our ability to efficiently manage our business, to maintain and    
expand important relationships with third parties and to attract and service    
customers, and could cause us to incur higher operating costs and delays in the 
execution of our business plan or in the reporting or tracking of our financial 
results.                                                                        

Fluctuations in exchange rates between the United States dollar and the Canadian
dollar may affect our operating results.                                        

   During the year ended December 31, 2000, approximately 49% of our
revenues and corresponding receivables due from customers were in United States 
dollars. However, a majority of our research and development expenses, customer 
support costs and administrative expenses are in Canadian dollars. We are       
exposed to fluctuations in the exchange rates between the U.S. dollar and the   
Canadian dollar through our operations in Canada. For more information regarding
historical exchange rates, please refer to the section of this registration     
statement entitled "Exchange Rate Information."                                 

The securities brokerage industry is subject to extensive government regulation.
If Electronic Brokerage Systems, Inc. fails to comply with these regulations, it
may be subject to disciplinary or other action by regulatory organizations.     

       The securities industry is subject to extensive regulation under both
federal and state laws. In addition to these laws, Electronic Brokerage Systems,
Inc., a wholly-owned subsidiary, must comply with rules of the Securities and   
Exchange Commission and The National Association of Securities Dealers, Inc.,   
state securities commissions and other regulatory bodies charged with           
safeguarding the integrity of the securities markets and other financial markets
and protecting the interests of investors participating in these markets. As a  
registered broker-dealer, Electronic Brokerage System is subject to numerous    
regulations covering the securities business, including:                        

o   marketing practices;                                      

o   capital structure, including net capital requirements;    

o   record keeping; and                                       

o   conduct of directors, officers and employees.             

       Any failure to comply with these regulations could subject Electronic
Brokerage Systems to censure, fines, the issuance of cease-and-desist orders or 
the suspension, and/or disqualification of its officers, directors or employees.
For more information regarding governmental regulations, please refer to the    
section of this registration statement entitled "Information On Our             
Company--Government Regulation."                                                

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Our product contains encryption technology whose export is restricted by law,   
which may slow our growth or result in significant costs.                       

 The U.S. and Canadian governments generally limit the export of
encryption technology, which our product incorporates. A variety of             
cryptographic products generally require export approvals from certain U.S.     
government agencies in the case of exports from the U.S. and from Canadian      
government agencies in the case of exports from Canada, although there are      
currently no restrictions on exports of these products from Canada into the U.S.
If any export approval that we receive is revoked or modified, if our software  
is unlawfully exported or if the U.S. or the Canadian government adopts new     
legislation or regulations restricting export of software and encryption        
technology, we may not be able to distribute our products to potential          
customers, which will cause a decline in our sales. We may need to incur        
significant costs and divert resources to develop replacement technologies or   
may need to adopt inferior substitute technologies to satisfy these export      
restrictions. These replacement or substitute technologies may not be the       
preferred security technologies of our customers, in which case, our business   
may not grow. In addition, we may suffer similar consequences if the laws of any
other country limit the ability of third parties to sell encryption technologies
to us.                                                                          

Our revenues could decrease if there is a decline in securities trading         
activity.                                                                       

     Because most of our current customers are financial institutions or
securities brokerage firms and because we intend to rely more heavily on        
transaction-based billing in our license agreements, our revenues will be       
sensitive to changes in the amount of securities trading activity both via the  
Internet and otherwise.                                                         

A decline in Securities trading activity may result from:                       

  o   loss of confidence in the reliability or security of on-line
trading systems;                                      

    o   changes in government regulation of the securities industry or
on-line trading activities; or                        

o   a downturn in the stock market.                           

The market for our products and services may not grow as quickly as we          
anticipate, which would cause our revenues to fall below expectations.          

The market for our products and services is relatively new and
evolving. We earn a substantial portion of our revenue from service fees        
associated with our E-Commerce Gateway, Order Management System and front-end   
software. We expect to earn substantially all of our revenue in the foreseeable 
future from fees relating to these products and services. Our future financial  
performance will depend on continued growth in the number of organizations      
demanding software and services for protocol translation and order management   
services. Many of our potential customers have made significant investments in  
internally developed systems and would incur significant costs in switching to  
third-party products, which may substantially inhibit the growth of the market  
for enterprise infrastructure software. If this market fails to grow, or grows  
more slowly than we expect, our sales will be adversely affected.               

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As we are a Canadian company and most of our assets and key personnel are       
located in Canada, you may not be able to enforce any U.S. judgment for claims  
you may bring against us, our assets or our key personnel.                      

       We are formed under the laws of the Province of Ontario, Canada. Many
of our assets are located outside the United States. In addition, a majority of 
the members of our board of directors and our officers and the experts named in 
this registration statement are residents of countries other than the United    
States. Consequently, it may be impossible for you to effect service of process 
within the United States upon us or these persons or to enforce against us or   
these persons any judgments in Civil and commercial matters, including judgments
under United States federal securities laws. See the "Additional                
Information--Enforceability of Civil Liabilities Against Foreign Persons"       
section.                                                                        

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ITEM 4. INFORMATION ON OUR COMPANY                                              

Overview                                                                        

   We are a leading supplier of advanced electronic trading systems,
including order management and routing software, to financial institutions and  
securities exchanges in the U.S. and Europe. Our customers, which include both  
stock brokers and their customers, use our trading software to buy and sell     
equities and stock options on a variety of stock exchanges, electronic markets  
known as ECNs, or NASDAQ market maker trade management systems. Our products    
enable traders to execute and manage large volumes of transactions at high speed
with great reliability and security.                                            

      Our software was developed as a standard client-server architecture,
using either Microsoft Windows NT or Windows 2000 as the underlying operating   
system. Our Gateway, or server software, is used to handle connections to the   
stock exchanges and other order execution engines. The front-end tools, or      
client software, is the collection of software applications used by individual  
traders on their PC workstations.                                               

      Our Gateway software is capable of connecting traders to every major
stock and options exchange in North America, and a growing number of European   
stock exchanges as well. Securities orders are almost exclusively generated in a
protocol that is not understandable by the exchange on which the order is to be 
executed. Our Gateway automatically, and at high speed, translates the order    
into the protocol that is used by the securities exchange specified for order   
execution and transmits the order securely. Once confirmation is received from  
the relevant securities exchange by our Gateway, the confirmation is            
retranslated into the same protocol used by the originator of the order and then
transmitted to the originator. Our Gateway software is also capable of receiving
orders from third party systems, since it supports most if not all of the       
standard business protocols, such as FIX, CMS, STAMP, XML, SWIFT, used in the   
financial industry.                                                             

  We provide each trader with a suite of front-end software tools,
tailored to let them carry out the functions of any trading situation that they 
require. For example, institutional traders use the single order entry system to
enter their orders, and the tradelog to manage their current, outstanding       
trading positions. Basket traders use the Belzberg basket trading software to   
send lists of stocks to stock exchanges with a single click of a mouse, and also
use the tradelog to watch their positions and incoming executions. Traders that 
need to keep track of incoming retail orders have software specific to their    
needs, as do traders that want to watch spreads or engage in arbitrage trading. 
In many cases, institutions that are customers of participating brokers use     
Belzberg front-end software to execute their orders directly on electronic      
markets, eliminating phone calls or other delays in their trading.              

   Our core trading products are augmented by a set of complimentary
software products that satisfy functions required by traders or other           
individuals whose jobs are related to trading or managing of stocks or options  
in a financial institution. Examples of these products are (1) real-time        
inventory management, (2) straight-through-processing of trading tickets into   
the back office accounting system, (3) software to handle special requirements  
of cross-border trading, including automatic conversion of foreign exchange     
rates, (4) order management software that handles a large inbound flow of retail
orders from third party systems, and (5) software that does automatic credit    
checking upon receipt of internet generated retail order flow.                  

       Financial institutions such as Merrill Lynch, State Street Brokerage,
TD Securities and CIBC World Markets use all or a subset of our trading products
to automate their order execution, basket trading, arbitrage, retail order      
management, and real-time inventory management, as demanded by each situation.  
Because of the system's open architecture and flexibility, our products are     
easily customizable to the customers' needs and are also adaptable for use in   
other B2B sectors. We intend to deploy our products into other industries where 
high-speed, high-volume transaction processing and routing is required.         

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We generate revenues from:                                    

    o   Subscription based fees consisting of software and data rental

o   Software development and installation                     

        o   Transaction based fees consisting of a per share and per order fee
model                                                 

A majority of our revenues are generated on a subscription basis, with software 
and maintenance provided by us for a per user, per terminal, or flat monthly    
subscription fee to be connected to our Gateway. As at December 31, 2000, 51%   
our revenues originated from subscription based fees as compared to December 31,
1999, when 77% of our revenues were received on this basis. This trend reflects 
the increasing acceptance of our transaction based model established in the     
second half of 1999, which is overtaking subscription based revenues. As at     
December 31, 2000, 27.4% or our revenues were received on a transaction based   
model. This percentage should increase as our order routing system for options  
begins to generate revenues. For a complete description of our revenue models,  
see "Item 5. Operating and Financial Review and Prospectus" on page 26.         

Our two principal objectives are:                             

         o   To become the leading provider of intelligent order routing systems
      enabling high-speed, high-reliability, high-volume and high-
         security transaction routing and order management for financial
institutions and stock exchanges worldwide; and       

       o   To become a leading provider of intelligent order routing systems
     for use in other B2B contexts requiring similar transaction
processing.                                           

       Our principal executive and registered offices are located at 40 King
Street West, Suite 3400, Toronto, Ontario, Canada, M5H 3Y2.                     

         Our common shares currently are traded on the Toronto Stock Exchange in
the Province of Ontario, Canada, under the trading symbol "BLZ."                

   In this registration statement, unless otherwise specified or the
context otherwise requires, references to "we", "our" and "Belzberg" includes a 
reference to our subsidiaries which we beneficially own 100% of the outstanding 
voting shares. Our subsidiaries and the percentage of voting shares that we     
beneficially own are as follows:                                                

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Name of Subsidiary (Jurisdiction)                                   Ownership   
---------------------------------                                   ---------   

Belzberg Financial Markets & News Inc. (Ontario, Canada)               100%     

Belzberg Financial Markets (U.S.A) Inc. (New Jersey, U.S.A.)           100%     

Electronic Brokerage Systems, Inc. (Delaware, U.S.A.)                  100%     

Belzberg.com.Inc. (Delaware, U.S.A.)                                   100%     

eContracts, Inc. (Ontario, Canada)                                     100%     

Belzberg B2B Inc. (Delaware, U.S.A.)                                   100%     

eContracts Inc. (Delaware, U.S.A.)                                     100%     

Acquisitions                                                                    

      In July 2000, we acquired 100% of the shares of eContracts, Inc. for
the purchase price of $150,000 cash plus the issuance of 50,000 shares, to be   
issued in four separate amounts, at the fair market value of $9.00 per share    
from our treasury. The first 12,500 shares was issued on closing, the second    
12,500 was issued on December 31, 2000, and the remaining 25,000, which was     
subsequently adjusted to 21,500 shares, will be issued on December 31, 2001 and 
July 31, 2002 conditional on continued employment of the vendor by the company. 

         In July 2000, we acquired the remaining minority interest of 25% of the
outstanding shares of Electronic Brokerage Systems, Inc. for the issuance from  
treasury of 50,000 common shares at the fair market value of $9.00 per share.   

Company History                                                                 

   We were incorporated under the laws of the Province of Ontario on
November 30, 1993, under the name Belzberg Financial Markets International Inc.,
to acquire 100% of the outstanding shares of Belzberg Financial Markets & News  
Inc. On June 13, 1994, we changed our name to Belzberg Financial Markets & News 
International Inc. On July 14, 2000, we changed our name to our present name,   
Belzberg Technologies Inc.                                                      

    In 1993, we implemented our first automated interactive securities
trading system at a leading Canadian brokerage house. In 1996, we invented and  
patented a message translation gateway. We developed the Belzberg Internet      
e-Commerce Gateway by employing this patented technology. Prior to 1996, the    
trading system utilized only private networks, or Intranets, for connectivity.  
Our Internet global securities trading system was implemented in 1996, with     
North American and overseas customers adopting our solution for Internet-based, 
direct-access trading in the U.S.A. and Canadian markets. In 1998, we introduced
the Order Management System, a programmable transaction-routing system that     
works in tandem with the Gateway, and provides additional functionality to      
clients. This system routes orders according to customer-defined rules, such as 
managing credit checks or investor suitability on retail accounts. Also in 1998,
we introduced the Real-Time Inventory System to provide additional back-office  
functionality to the trading system.                                            

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Industry Overview                                                               

     The globalization of markets and the emergence of the Internet have
created new opportunities for the international flow of capital, electronically 
and in real-time, to sources of highest possible returns. Institutional         
investors and brokerages are responding to these trends by using the Internet as
a convenient and efficient medium for electronic, real-time securities trading. 
As a globally accessible, fully interactive medium, the Internet is well suited 
to fulfill the promise of efficient, convenient, real-time global trading.      

         We have developed and deployed the Belzberg Trading System, an Internet
securities trading infrastructure that gives financial institutions direct      
access to stock exchanges. The Belzberg Trading System permits traders to       
securely execute and monitor their trading activities in real-time over the     
Internet or their institution's Intranet. Belzberg's objective is to create a   
global electronic trading platform that maximizes investor liquidity and        
control.                                                                        

Revenue                                                                         

We operate and manage our business in one industry - the financial
services sector. We design and market trade execution software primarily for the
financial sector. The following information for each revenue stream is reviewed 
by management:                                                                  

                        2000           1999           1998
                        ------         ------         ------
Revenue                                                                         
Recurring software                                                            
routing fees                 $ 6,226,461      $4,526,190     $3,132,090     
Transaction fees                3,276,096         643,912              -      
Software development                                                          
and installation               1,909,349         667,876        459,584     
Other                             539,723          66,121        384,446      
-------------------------------------------------------------------------       
                        $11,951,629      $5,904,099     $3,976,120
=========================================================================       

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    We operate internationally with a portion of our business conducted in
the United States.                                                              

Information about our geographic operations are given below:      

                 2000               1999                1998
                 ------             ------              ------
Revenues                                                                        
Canada                $ 6,134,517         $2,479,425          $1,526,052      
United States           5,817,112          3,424,674           2,450,068      
-------------------------------------------------------------------------       
                $11,951,629         $5,904,099          $3,976,120
=========================================================================       

Total assets                                                                    
Canada                $11,831,898         $2,067,073          $1,506,263      
United States           3,627,627            802,181             536,520      
-------------------------------------------------------------------------       
                $15,459,525         $2,869,254          $2,042,783
=========================================================================       

Capital assets                                                                  
Canada                $ 3,112,179         $  958,500          $  394,482      
United States             639,003            186,698              95,555      
-------------------------------------------------------------------------       
                $ 3,751,182         $1,145,198          $  490,037
=========================================================================       

For a complete description of our revenue models, see  "Item 5. Operating and   
Financial Review and Prospectus."                                               

Products and Services                                                           

The Belzberg Trading System                                                     

        The Belzberg Trading System consists of the E-Commerce Gateway and the
Order Management System. Together with various front-end and back-end           
applications, the Belzberg Trading System provides a comprehensive solution to  
the need for a system that can manage an order from its inception to its        
execution and confirmation.                                                     

       Our Trading System requires that the customer have a Windows NT-based
server and workstations. A typical installation of our Trading System for a     
semi-professional trader involves downloading the Single Order Entry front-end  
application from our website on the Internet. A typical installation of our     
Trading System for a financial institution usually involves the on-site         
installation of both front-end applications which may include the Single Order  
Entry, Basket Trader and Arbitrage Launcher and back-end applications which     
include Tradelog and TicketWriter. In most cases, our Trading System can be     
installed on a customer's existing local area network, so the installation may  
take only a matter of days, though the obtaining of the requisite               
telecommunications infrastructure may take longer.                              

       We provide the software that runs the Trading System that connects to
stock exchanges, electronic communication networks, client order entry software,
and shared network facilities. Third parties provide the hardware, such as      
computers and routers. The market data provided is a combination of third party 
market data and data provided by us.                                            

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    We can provide market data from third party data vendors in one of
three ways, as per the wishes of the customer:                                  

         1.   If the customer has previously provided Reuters data internally on
              their network to their users, our software is capable of accessing
this data via the standard Reuters access software. 

         2.   If the customer uses market data distribution software provided by
            Townsend Analytics internally on their network, our software can
         access market data from this server, no matter what source of
market data feed the customer uses.                 

        3.   If the customer wants to receive market data provided by us, then
              all that is required is a data connection from the customer to one
       of our offices, and the market data will be accessed by the
              software applications. We take direct feeds from the Toronto Stock
            Exchange, SIAC, which is the technology division of the New York
             Stock Exchange, and third party vendors such as Reuters, Townsend
              Analytics and Comstock. Customers may choose to obtain market data
from us for the following reasons:                  

             a.  Many small customers do not have an infrastructure capable of
             providing market data to their users, either because they
             don't have staff capable of providing it, or economies of
                 scale do not make sense to provide such an infrastructure for
                a small number of users. In this case, it is easier and less
expensive to use our market data.           

             b.  Some customers believe that certain data vendors provide more
                  timely data than others, and we allow them to make that choice
              for themselves. For example, some of our customers believe
                  that our market data from the Toronto Stock Exchange is faster
than Reuters and Comstock.                  

             c.  We also provide a depth of market book from a feed called the
                  Toronto Broadcast Feed, or the TBF, that is not available from
Reuters or Comstock.                        

 In all cases, we assist our customers with all of the decisions
required to receive market data, whether they want to obtain hardware or        
software independently, or whether they wish to use our market data service.    

        Revenue generating customers are stock exchanges, brokerage houses and
institutional clients of brokerage houses. The majority of our revenues come    
from brokerage houses followed by institutional buy side clients, followed by   
exchanges. Currently, the NYSE, through their technology division SIAC, is our  
only revenue-producing exchange. Retail traders provide indirect revenue through
brokerage houses that use our system.                                           

The E-Commerce Gateway                                        

In 1996, we invented, developed and patented the world's first
Internet-based, multi-protocol translation gateway for the securities industry. 
Since then some of our competitors' trading systems have similar features to    
ours. Based on this technology, we developed the e-Commerce Gateway, a          
fully-scalable, high-speed, high-volume, real-time protocol translation and     
routing engine. Designed to facilitate a wide range of e-Commerce applications, 
the Gateway transparently translates the format, or protocol, of incoming       
transaction messages that can be routed to user-specified destinations. Upon    
completion of the transaction, messages from the destination are retranslated   
into the appropriate originating protocol, thus enabling seamless and reliable  
real-time, bi-directional information exchange. The open and flexible           
architecture of the E-Commerce Gateway allows for a high degree of              
inter-operability between modern Internet-based applications and back-office    
systems that run on older systems.                                              

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        Our Internet Gateway currently supports translation and routing to the
following securities exchanges and electronic communication networks:           

                                                        [Enlarge/Download Table]


                           NORTH AMERICA                                      EUROPE     
                           -------------                                      ------     
                                                                                         
   Stock Exchanges           Nasdaq ECNs:         Nasdaq Market Makers:   Stock Exchanges
       New York                Instinet          Mayer Schweitzer (MASH)      London     
       American                 Island                   Herzog              Frankfurt   
       Pacific            Bloomberg Tradebook           Sherwood                         
        Boston         Archipelago (Terra Nova)         Tradetek                         
       Chicago           Spear Leads Redibook       Cantor Fitzgerald                    
     Philadelphia        State Street Lattice            Trimark                         
       Toronto                   EVWAP                   DE Shaw                         
Canadian Venture Exch.           Brut               Knight Securities                    
  Options Exchanges             Strike               Troster Singer                      
    Chicago (CBOE)                                      Pershing                         
    Montreal (MOE)                                                                       

The Order Management System                                   

 The Order Management System is a versatile order-processing and
management software component that works in concert with the Internet Gateway.  
Where the Internet Gateway requires that orders specify a destination exchange, 
the OMS accepts orders and intelligently determines the destination of each     
order for execution, and sends them to the Internet Gateway for translation     
and/or transmission. The order flow rules for the OMS can be fully customized,  
and the OMS is able to check a client's account to ensure that sufficient credit
is available to execute the trade.                                              

      To facilitate international securities trading for retail investors,
the OMS takes account of the currency in which the order is placed and          
automatically converts it in real time through a banking network connection to  
the currency in which the particular stock is traded. The currency conversion   
feature can be enabled or disabled at the time the order is placed.             

The Wireless Direct-Access Trading System                     

         In March 2000, the Chicago Board Options Exchange began using wireless,
hand-held devices enabled with our Internet Gateway software. Our secure        
wireless solution provides traders on the floor of the CBOE with direct,        
encrypted access to stock exchanges around the world through the Internet       
Gateway. Options traders on the CBOE floor can now hedge their position in      
options and other derivative instruments by taking positions in the underlying  
stocks.                                                                         

Front-End Applications For Institutional Investors                              

         We offer a range of alternative order-execution software tools for both
institutional and retail investors, over wireless and wired connections.        

  Single-Order Entry System. The Single-Order Entry System enables
investors to create orders and select a range of destinations for order         
execution from brokerage houses to exchanges. The Single-Order Entry system     
receives real-time updates on the status of orders and trade confirmation from  
the destination exchange, through the Internet Gateway and the OMS.             

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Basket Trader. The Basket Trader program allows traders to    
instantaneously execute multiple trades stored in a Microsoft Excel(R)          
spreadsheet via the Internet Gateway and the OMS. The spreadsheets themselves   
can be customized to provide desired information as well as additional          
functions. In many trading systems, the execution of basket trades requires     
dedicated program code, the development of which can take weeks or even months, 
with changes to the baskets requiring program code changes. Basket Trader allows
each individual user to formulate and adjust his or her "basket" "on the fly"   
from his or her workstation using Microsoft Excel(R), a program that is familiar
to most users.                                                                  

    Arbitrage Launcher. The Arbitrage Launcher is a powerful portfolio
management tool that works with Basket Trader to allow traders to receive       
real-time market information, monitor stocks 24 hours a day and execute trades  
automatically when pre-set parameters set by the trader are met. All of these   
functions are contained within the customized spreadsheet. Although the         
Arbitrage Launcher does not function in any type of advisory role, the tool can 
be modified to perform any type of market arbitrage requested by the customer.  
In some trading systems, developing and implementing an arbitrage can be an     
arduous process of programming, debugging and adjusting, taking weeks or even   
months. With Arbitrage Launcher, arbitrages can be formulated, adjusted, tested 
and launched automatically from a workstation, using the familiar Microsoft     
Excel(R) spreadsheet.                                                           

     Foreign Exchange Calculator. The Foreign Exchange calculator tracks
traders' international equity positions in real time in order to notify traders 
how much foreign currency they need to buy or sell to lock in their profits.    

        Tradelog. Tradelog allows traders to view their trades simultaneously,
including single, specific and multiple basket orders.                          

     Real-Time Inventory System. Inventory System integrates into legacy
back-office accounting systems. This fully integrated, online inventory         
assistant/risk management system provides access to traders' real-time inventory
and individual account inventories. All positions, average costs, as well as    
profit/loss and market exposure, are adjusted as trades are received, with      
current market data provided. Users have the ability to set up sophisticated    
notification targets based on individual accounts or groups of accounts or      
instruments.                                                                    

         Ticketwriter. Ticketwriter eliminates the need to write manual tickets.
With this application, the trader can apply foreign exchange rates, commissions 
and specific settlement dates as fills are received. The Ticketwriter enables   
full inter-operability with back-office accounting systems in financial         
institutions such as ISM and ADP, as well as other legacy back-office systems.  

Equipment                                                                       

        As at December 31, 2000, we had acquired to date computer equipment of
$968,520 on which $393,056 of amortization had been recorded, leaving a net book
value of $575,464, and in addition, had acquired under capital lease to date,   
computer equipment of $3,160,393 on which $510,935 of amortization had been     
recorded, leaving a net book value of $2,649,458. Other capital assets          
consisting of furniture and equipment, and leasehold improvements of lesser     
acquisition cost and net book value were also shown on our balance sheet.       

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Total assets are located in:                                          

1.  Canada  - $ 3,112,179                                     
2.  U.S.A - $ 639,003                                         

Only the assets under capital lease have financial obligations
attached. The capital leases generally have a three year term and a 10% buy out 
provision at the end of the term with the average interest rate on these leases 
approximating 11% per annum. The remaining annual payments, including interest, 
on these leases are as follows:                                                 

2001              -        $1,210,000                         
2002              -        $1,065,000                         
2003              -        $577,000                           

         Capital asset acquisitions consist of basic infrastructure improvements
such as UPS's, computer and communications racks and accessories, workstations, 
monitors, telephones and equipment, as well as networking equipment consisting  
of switches, hubs and routers providing connectivity and network access to our  
offices in Toronto, New York and Chicago.                                       

    Connections are established to some new clients of new routers and
servers to meet requirements of quote services with many servers providing      
gateway services and repositories of trade data. Leasehold improvements and     
furniture are expended for our increases in occupied space.                     

      We operate a large enterprise network providing connectivity between
our clients, and all of our offices, as well as high speed access to a multitude
of destinations for live trade execution. Our core backbone consists of a       
high-speed triangle formed between Toronto, New York and Chicago. From this core
network our customers can reach any other node of the network on an as required 
basis.                                                                          

Customers                                                                       

        We currently have approximately 95 customers in the financial services
industry. We do not have long-term contracts with any of our customers. The top 
five of our customers accounted for approximately 45% of our total revenues as  
at during the year ended December 31, 2000. Any of our customers could stop     
using our products in the future. As a result, a customer that generates        
substantial revenue for us in one period may not be a source of revenue in      
subsequent periods. The loss of a significant customer would have a material and
adverse effect on our revenues and results of operations.                       

        In addition to the financial industry, we are deploying our e-Commerce
B2B solutions into other industries, such as raw materials and heavy industry,  
where high-speed, high-volume transaction processing and routing are required.  
We currently have two customers outside of the financial industry. The total    
revenues from these customers have been insignificant.                          

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Government Regulation                                                           

  Electronic Brokerage Systems, Inc., a Delaware corporation, is a
wholly-owned subsidiary that is a member of the Chicago Board Option Exchange   
and the National Association of Securities Dealers, Inc.                        

       The U.S. securities industry is subject to extensive regulation under
both federal and state laws. In addition, the Securities and Exchange           
Commission, the National Association of Securities Dealers, Inc. other self     
regulatory organizations, commonly known as SROs, such as the various stock     
exchanges, and other regulatory bodies, such as state securities commissions,   
require strict compliance with their rules and regulations. The SEC is the      
federal agency responsible for the administration of the federal securities     
laws. Regulation of broker-dealers has been primarily delegated to              
self-regulatory organizations, principally the NASD and national securities     
exchanges. The NASD has been designated by the SEC as our self-regulatory       
organization. The self-regulatory organizations conduct periodic examinations of
member broker-dealers in accordance with rules they have adopted and amended    
from time to time, subject to approval by the SEC. Securities firms are also    
subject to regulation by state securities administrators in those states in     
which they conduct business.                                                    

  As a matter of public policy, regulatory bodies are charged with
safeguarding the integrity of the securities and other financial markets and    
with protecting the interests of investors participating in those markets, not  
protecting creditors or stockholders of broker-dealers. Companies that operate  
in the securities industry are subject to regulation concerning many aspects of 
their business, including trade practices, capital structure, record retention  
and the conduct of directors, officers and employees. Failure to comply with any
of these laws, rules or regulations could result in censure, fine, the issuance 
of cease-and-desist orders or the suspension or disqualification of our         
directors, officers or employees. Neither we nor any of our directors, officers 
or employees are currently subject to any cease-and-desist orders, suspensions  
or disqualifications under the rules of any of these regulatory organizations.  
An adverse ruling in the future against us or our directors, officers or        
employees, including censure or suspension, could result in us, our directors,  
officers and other employees being required to pay a substantial fine or        
settlement, and could result in their suspension or expulsion.                  

Net Capital Requirement                                       

      As a registered broker-dealer, Electronic Brokerage Systems, Inc. is
subject to the SEC's uniform net capital rule. The net capital rule is designed 
to measure the general integrity and liquidity of a broker-dealer and requires  
that at least a minimum part of its assets be kept in a relatively liquid form. 

        The net capital rule prohibits a broker-dealer doing business with the
public from allowing the aggregate amount of its indebtedness to exceed 15 times
its adjusted net capital or, alternatively, its adjusted net capital to be less 
than 2% of its aggregate debit balances (primarily receivables from clients and 
broker-dealers) computed in accordance with the net capital rule.               

Credit Risk                                                   

Although Electronic Brokerage Systems, Inc is registered as a 
broker-dealer, we generally do not perform traditional broker-dealer services.  
We do not act as a market-maker with respect to any securities or otherwise act 
as a principal in any securities transactions, we act only on an agency basis.  
Therefore, we do not have exposure to credit risks in the way that traditional  
broker-dealers have such exposure.                                              

      The relatively low credit risk of our businesses is reflected in the
minimal net capital requirements imposed on Electronic Brokerage Systems, Inc.  
as a broker-dealer.                                                             

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New Markets                                                                     

       B2B opportunities are extremely wide ranging in the industrial sector
given the breadth of transactions and the trend toward globalization. We have   
developed expertise and experience in high-speed transaction management within  
the financial industry and our proven trading solutions and systems may now be  
strategically exported into the commercial and industrial sectors.              

        The commercial and industrial sectors are only beginning to transition
their transactions to an online environment. Through the use of online catalogue
systems, auction and reverse-auction platforms and simple bulletin-board style  
sales and purchasing listings, businesses are slowly realizing the great        
potential of online transactions. Belzberg acquired eContracts, Inc., a Canadian
online reverse-auction platform currently working with both industrial and      
commercial clients in both Canada and the U.S. eContracts, Inc. to give us an   
entrance into these sectors and an online reverse-auction platform from which to
develop our technology. We see the evolution of these online processes into an  
integrated online exchange-type marketplace, based on Belzberg's financial      
industry's bid/ask exchange technologies. It will be our ability to manage      
transactions for commodities and services through our high-speed clearinghouse  
type web platforms, offering unprecedented price transparency, low-cost         
information, global exposure and intelligent routing and matching of buyers and 
suppliers, that will set us apart from the competition.                         

Industrial Sector                                             

 Industrial sectors include all types of heavy, medium and light
industrial manufacturing operations. Particular emphasis will be given to those 
industries, which require high volumes of raw material commodity inputs and     
significant maintenance materials usage. Examples of such industries include    
metals and mining, oil and gas, food and beverage and the chemical manufacturing
sectors. By way of example, eContracts recently concluded an online competitive 
bid for Stelco, Inc., Canada's largest steel maker, for the purchase of their   
annual tire and tire related services contract valued at over $1 Million. The   
3-hour event concluded with Stelco achieving an unprecedented 29% savings over  
past prices and traditional purchasing methods. This savings showcases the      
powerful competitive dynamics of the online bidding model and the potential of  
an integrated online approach with this process as just one facet is staggering.
eContracts continues to work with Stelco as well as several other Canadian and  
US steel mills.                                                                 

Non-industrial/Commercial Sector                              

      Non-industrial or commercial applications include government, retail
sector and professional offices opportunities. Examples of such opportunities   
include the potential for legal and accounting firm purchasing alliances for    
such items as paper and office supplies, printing and courier services, real    
estate expenditures and more. Initial talks have been held with a group         
including two legal firms and a large accounting firm about the establishment of
an office-tower purchasing group that would utilize the eContracts online       
platform for their combined purchases. Another good example of commercial or    
non-industrial applications is eContracts continuing relationship with The      
County of Allegheny, the largest county in Pennsylvania. The County has held two
online bidding events for the fulfillment of a $500,000 Janitorial Supplies     
contract and $80,000 worth of Parks and Recreation chemicals. Additional        
upcoming events are being scheduled for other purchases including line paint for
roadways, heating oil, laboratory testing kits, and more. It is important to    
note that Allegheny County is one of only a handful of County Governments that  
have tried online purchasing. There are thousands of Counties in the U.S. that  
can be targeted once the process and systems are optimized through our Allegheny
County relationship.                                                            

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       Utilizing eContracts reverse-auction platform as a base, the transfer
of our technology into the commercial and industrial sectors has already begun. 
The eContracts software is currently being translated by our personnel into a   
more dynamic java based language that will allow the faster implementation of   
trading style modules based on our systems. The eventual creation of online     
trading opportunities for commodity-type goods and services based on the        
financial industry model is our ultimate goal.                                  

Competition                                                                     

   The market for our products and services is becoming increasingly
competitive. The widespread adoption of open standards may make it easier for   
new market entrants and existing competitors to introduce products that compete 
against ours. We believe that we will compete primarily on the basis of the     
quality, functionality, ease of integration of our product and the price of our 
services. As a provider of a comprehensive Internet solution to financial       
institutions and other e-Commerce businesses, we assess potential competitors   
based primarily on their management, functionality and range of services, the   
security and scalability of their architecture, and their client base,          
geographic focus and capitalization.                                            

Our current and potential competitors include:                

o        Software Vendors Focused on Financial Institutions: Our competitors    
      include ITG, Inc., NYFIX, Inc., Reuters Group Plc, and Bloomberg. In
addition, various companies active in the Internet banking and
   brokerage businesses with a primary focus on back-end processing,
         middleware or front-end personal computer platforms for retail Internet
       banking are potential competitors. These include companies such as S1
Corporation and TIBCO Software.                               

o        Financial Institutions with In-house Solutions: Financial institutions 
      that develop their own in-house solution with internal expertise and
   outsourced service providers and products are a primary source of
    competition. These include Celestial Securities Limited's wireless
         trading service in Hong Kong; the wireless trading capability developed
        by Fidelity using Research In Motion's two-way pagers and the wireless
 trading service offered by DLJ Direct in the U.S.; the wireless
         brokerage service provided by the on-line broker Fimatex in France; and
a wireless banking service offered by Barclays in the U.K.    

o        Competitors in the B2B order management solutions business include     
  Ariba, Inc., WebMethods, Free Markets Inc., MaterialNet Inc. and
Procuri Inc.                                                  

     Many of our current and potential competitors have longer operating
histories, significantly greater financial, technical, product development and  
marketing resources, greater name recognition and larger customer bases than we 
do. Our present or future competitors may be able to develop products comparable
or superior to those we offer, adapt more quickly than we do to new             
technologies, evolving industry trends or customer requirements, or devote      
greater resources to the development, promotion and sale of their products than 
we do. Accordingly, we may not be able to compete effectively in our markets,   
competition may intensify and harm our business and operating results. If we are
not successful in developing enhancements to existing products and new products 
in a timely manner, achieving customer acceptance or generating higher average  
selling prices, our gross margins may decline, and our business and operating   
results may suffer.                                                             

Marketing Channels                                                              

We sell our products and services using our own dedicated and 
experienced sales force with private contacts in the securities industry. Our   
sales force includes sales and marketing departments in New York and Canada.    

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Intellectual Property                                                           

We protect our proprietary technology through a combination of
contractual confidentiality provisions, trade secrets and patent, copyright and 
trademark laws. In January of 1999, we were granted United States Patent Number 
5,864,827 for a System and Method for Providing an Information Gateway. The     
patent protects our e-Commerce Gateway, a system that translates the information
from a customer or broker's computer system to the information in a financial   
market's computer system. It receives an acknowledgment from the financial      
market and translates it back to the customer's system. The technology          
facilitates electronic stock trading by allowing customers to access any market 
they choose from a single screen.                                               

     As part of our confidentiality procedures, we generally require our
employees, clients and potential business partners to enter into confidentiality
and nondisclosure agreements before we will disclose any sensitive aspects of   
our products, technology or business plans. In addition, we generally require   
employees to agree to surrender to us any proprietary information, inventions or
other intellectual property they generate or come to possess while employed by  
us. These efforts afford only limited protection.                               

       There has been a substantial amount of litigation in the software and
Internet industries regarding intellectual property rights. It is possible that 
in the future, third parties may claim that we or our current or potential      
future products infringe their intellectual property. We expect that software   
product developers and providers of Internet-related solutions will increasingly
be subject to infringement claims as the number of products and competitors in  
our industry grows and the functionality of products in different industries    
increasingly overlaps.                                                          

Description of Property                                                         

       We currently lease approximately 22,000 square feet at 40 King Street
West, Toronto, Ontario. This facility currently houses our technical,           
administrative and executive offices. We also lease approximately 6,500 square  
feet at 55 Broad Street, New York, New York and approximately 1,000 square feet 
at 141 West Jackson Blvd., Chicago, Illinois.                                   

The following sets forth additional information concerning our
facilities:                                                                     

                                                        [Enlarge/Download Table]

                                                       Expiration Date of  Approximate Number
         Location                Principal Use               Lease          of Square Feet   
                                                                                             
40 King Street West    Technical, administrative        October 31, 2009         22,000      
Toronto, Ontario        and executive offices                                                
55 Broad Street        Marketing, service and support   January 31, 2008          6,500      
New York, New York     offices                                                               
141 West Jackson Blvd. Electronic Brokerage Systems,    July 31, 2002             1,000      
Chicago, Illinois      Inc. headquarters, marketing                                          
                       offices                                                               

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ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTUS                           

    The following discussion of our financial condition and results of
operations should be read in conjunction with the financial statements and notes
thereto included elsewhere in this Form 20-F. This document contains certain    
forward-looking statements including, among others, anticipated trends in the   
our financial condition and results of operations and our business strategy.    
These forward-looking statements are based largely on our current expectations  
and are subject to a number of risks and uncertainties. Actual results could    
differ materially from these forward-looking statements. Important factors to   
consider in evaluating such forward-looking statements include (i) changes in   
external competitive market factors or in our internal budgeting process which  
might impact trends in our results of operations; (ii) unanticipated working    
capital or other cash requirements; (iii) changes in our business strategy or an
inability to execute our strategy due to unanticipated changes in the industries
in which we operate; and (iv) various competitive factors that may prevent us   
from competing successfully in the marketplace.                                 

We derive our revenue from software and data rental, software 
development and installation, and transactions fees.                            

Software and Data Rental                                                        

        Generally, software and data rental consists of repeating monthly flat
rate charges to customers that are based upon the numbers of users of our system
or the number of terminals in use at that customer's premises. These charges do 
not vary with volume and generally are based upon one year or longer-term       
contracts. These customers are either in our Toronto or New York operations, and
our loss rate of customers has been insignificant.                              

      In more recently acquired customers, if market conditions permit, we
attempt to have new contracts specify fees based upon the greater of a charge   
per share, or a basic monthly charge. The number of new contracts structured    
upon this new basis is currently not significant.                               

    We expect this model to improve both our gross revenue and our net
profit over time, depending on how widely this model is accepted by our         
customers.                                                                      

Software Development and Installation                                           

        There are two types of revenue in this category. When we install a new
customer, there is generally a small installation charge, and in certain cases, 
the installation charge can be greater. This one-time charge is intended to     
recover the initial labor and materials cost of installing our system. Revenue  
from these installations is not significant, and in order to properly match     
revenues and expenses, these revenues are recognized when our system is         
operational and when the customer has commenced using our systems, which is     
approximately the time frame in which the expense of installation is incurred.  

 In certain other cases, we will undertake to create some custom
software, but only for customers that request this customization as part of a   
commitment to install our systems. The number of contracts to create software   
are very limited in number, as we do not regard ourselves as in the business of 
creating software for customers. This revenue is recognized on a percentage of  
completion basis as the software is delivered to the customer, is accepted by   
the customer, and access to our systems progresses.                             

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Transaction Fees                                                                

     Transaction fees are either charges to customers based on a fee per
share transacted through our routing systems, or on a fee per trade transacted  
through our routing systems. The fee per trade model has only recently been     
implemented and revenue from this model is currently insignificant. We do not   
expect this model to affect our revenue stream significantly as it is only used 
as a sales tool to give greater flexibility to our sales efforts.               

         All revenue from our Chicago operation is based on transaction fees. We
expect that transaction fees will continue to grow at a faster rate than monthly
software and data rental revenue. Revenue based upon transaction fees is often  
more acceptable to customers as their volumes bear direct costs in relation to  
those volumes, rather than a basic charge which does not fluctuate with volume. 
We find that transaction fee revenue is often more profitable than monthly      
repeating fees, as the customers have less resistance to fees that mirror their 
activity.                                                                       

        Transaction fees through our Chicago operation also have the potential
to be more profitable as the volume per customer tends to be greater, while the 
costs remain equivalent.                                                        

  We commenced with our transaction fee model in June 1999 and the
revenues from this model have grown steadily, increasing from $643,912 in 1999  
to $3,276,096 in 2000. Although we have found the demand for flat rate charges  
continuing to be strong, we expect that transaction fee revenue will increase at
a greater pace. As this type of revenue is more profitable, this trend will     
positively impact our bottom line. Because we have a base charge in many        
contracts, we do not expect any large variation in revenues as a result of      
fluctuations in volume due to hot markets or downturn markets.                  

Overview of Year 2000                                                           

    In 2000, the Company experienced significant growth in many areas,
including a doubling of revenue, a large increase in staff and facilities, the  
acquisition of eContracts Inc., and the acquisition of the remaining minority   
interest in Electronic Brokerage Systems Inc. All companies in the group are now
100% owned subsidiaries.                                                        

     Revenue increased by 102.4% over the previous year to $12.0 million
from $5.9 million in 1999. Operating expenses on a percentage basis were 108.1% 
of sales in 1999 and dropped to 60.5% of sales in 2000. Research and            
development expenditures dropped from 30.4% of sales in 1999 to 16.8% of sales  
in 2000.                                                                        

   Earnings before other expenses, interest, taxes, depreciation and
amortization, of $1.1 million (10% of sales) in 2000 compare to a loss of $2.4  
million in 1999. The Company's balance sheet also improved over the year. Liquid
assets (cash and receivables) increased in 2000 to $10.5 million from $1.5      
million in 1999. An additional $4.8 million was added to this amount by a       
private placement, which closed in January 2001, subsequent to the year-end.    

         Following shareholder approval at the Company's 2000 Annual and Special
Meeting, the Company changed its name to Belzberg Technologies Inc to better    
reflect the diversity of its operations. In addition, the common shares of the  
Company were split on a 5:1 basis to bring greater liquidity to its             
shareholders, and a formal stock option plan was approved.                      

     In November 2000, the Company's shares began trading on the Toronto
Stock Exchange under the symbol BLZ. The Company also filed Registration        
Statement 20-F with the Securities and Exchange Commission, the first step      
necessary to be listed in the United States as a foreign issuer.                

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       Shareholders' equity was increased through private placements and the
exercise of options by management and staff totaling $10.8 million and an       
additional private placement of $4.8 million, completed in January 2001.        

Acquisitions                                                                    

eContracts Inc.                                                                 

     In July 2000, the Company acquired all of the outstanding shares of
eContracts Inc. for cash consideration of $150,000, and the issuance of 46,500  
common shares from Treasury at a price of $9.00 per share. The shares are to be 
issued in four separate installments by December 31, 2002. The first two        
installments were issued by December 31, 2000 and the remaining two are         
conditional upon key management remaining. They will be recorded, when issued,  
as `employee compensation' and amortized over the period until the shares are   
actually issued. For the period up to December 31, 2000, this compensation      
expense amounted to $56,940 and was recorded as an addition to share capital and
as an employee expense.                                                         

         eContracts is a business-to-business (B2B) marketplace and developer of
online procurement and supply chain integration solutions. It provides an       
internet-based, online negotiations platform allowing buyers and sellers to     
participate in real-time bidding sessions for industrial parts, raw materials   
and services.                                                                   

Electronic Brokerage Systems, Inc.                                              

   In July 2000, the Corporation acquired the remaining 25% minority
interest in this Company for the sum of $450,000 paid by the issuance of 50,000 
common shares from Treasury at a price of $9.00 per share.                      

        Electronic Brokerage Systems (EBS) gives Belzberg Technologies greater
connectivity in the North American equity and options markets and is a key      
component of the Company's strategy. EBS is a broker-dealer and is a member of  
the Chicago Board Options Exchange (CBOE) and, subsequent to year-end, the      
National Association of Securities Dealers (NASD).                              

  As a result of this acquisition, the Company is embarking upon a
significant upgrading of the EBS facilities, thereby adding a third major       
component to the Company's seamless Toronto and New York (and now Chicago)      
network.                                                                        

Operating Results                                                               

Revenues                                                                        

Revenues by Country for the years ended December 31,

($ 000s)          2000        % Change        1999      %  Change        1998   
--------          ----        --------        ----      ---------        ----   

Canada            $6,135       147.5%        $2,479      62.5%          $1,526  
USA               $5,817        69.8%        $3,425      39.8%          $2,450  

      Gross revenue increased from $4.0 million in 1998 to $6.0 million in
1999 (an increase of 50%), and to $12.0 million in 2000 (an increase of 100%).  
Revenue growth occurred in both US and Canadian operations, as illustrated in   
the chart above.                                                                

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Revenues by Segment                                                             
 For the years ended December 31

                                                        [Enlarge/Download Table]

                              % of                         % of                          % of      
                              To