Exhibit 1
Private and Confidential
Ms. Nancy Eastman
Stewart & Associates
1 First Canadian Place, PO Box 160
Suite 700
100 King Street West
Toronto, Ontario
M5X 1C7
June 28, 2000
Dear Ms. Eastman
ActFit.Com Inc. ("the registrant") - Notification of Late Filing
We are the auditors of Actfit.Com Inc. and have been engaged to issue an audit
opinion on the consolidated financial statements for the year ending December
31, 1999.
We understand that the registrant must file Form 20-F and its respective
financial statements by June 30, 2000. We further understand that the registrant
will not be able to meet its requirement and as such is seeking to notify the
commission pursuant to Rule 12b-25. Further to Rule 12b-25, Notification of Late
Filing, in regards to KPMG LLP and the expression of our audit opinion on the
consolidated financial statements of Actfit.Com Inc. for the year ending
December 31, 1999, we have the following comments.
Based on our audit work completed to date and subject to further work required,
we anticipate that the audit report on the consolidated financial statements
will be issued without reservation. However, given that we have not been
provided certain information on a timely basis, we are not currently in a
position to satisfy our internal review and approval requirements in order to be
able to issue an audit report on the consolidated financial statements.
Specifically, we note the following: 1) We were not provided Form 20-F on timely
basis to adequately review the documents and provide our comments.
2) The financial statements will contain disclosures regarding a Canadian to US
GAAP reconciliation and US GAAP issues for which we require additional time to
complete our reconciliation to our satisfaction.
3) Given the above, there are certain individuals involved with the issuance of
the audit report on the December 31, 1999 consolidated financial statements that
are unable to review such information in a manner consistent with the reporting
deadline. Involvement of additional individuals is logistically impractical and
would in any event have added an additional amount of expense to the registrant
that would have been prohibitive. Should you have any questions regarding the
above, please contact the undersigned at 950-264-4104. We hereby consent to the
filing of this letter as an exhibit to Form 12b-25.
Yours very truly
By: /s/ Bruno Amadi
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Bruno Amadi
Partner
