UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended August 31, 1999
-----------------
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:
VIRTUALSELLERS.COM, INC.
-------------------------
(Exact name of registrant as specified in its charter)
CANADA 911353658
- ----------------- ------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Suite 1000 - 120 North LaSalle Drive, Chicago, IL 60602
- --------------------------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
(312) 920-9999
- ----------------------------------------------------
(Registrant's telephone number, including area code)
(SUNCOM TELECOMMUNICATIONS INC.)
--------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
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. [X] Yes [ ] No
As of October 1, 1999, there were 101,125,306 shares of the Registrant's Common
Shares issued and outstanding.
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1: Financial Statements
DISCLOSURE
----------
To: The Shareholders of
VirtualSellers.com, Inc.
It is the opinion of management that the interim financial statements
ended August 31, 1999, include all adjustments necessary in order
to make the financial statements not misleading.
Chicago, Illinois /s/ Dennis Sinclair
October 14, 1999 --------------------
Director of the Company
<PAGE>
Consolidated Interim Financial Statements of
VIRTUALSELLERS.COM
(Formerly Suncom Telecommunications, Inc.)
(Expressed in Canadian dollars)
Three months ended August 31, 1999 and 1998 and
Six months ended August 31, 1999 and 1998
(Unaudited - Prepared by Management)
<PAGE>
VIRTUAL SELLERS.COM
(Formerly Suncom Telecommunications, Inc.)
<TABLE>
<CAPTION>
Consolidated Balance Sheets
(Expressed in Canadian dollars)
(Unaudited - Prepared by Management)
August 31, February 28,
1999 1999
------------- --------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents. . . . . . . . $ 853,175 $ 114,402
Accounts receivable. . . . . . . . . . . 201,762 45,095
Inventories. . . . . . . . . . . . . . . 59,693 -
Prepaid expenses and advances. . . . . . 642,093 21,756
1,756,723 181,253
Investment . . . . . . . . . . . . . . . - 1
Capital assets . . . . . . . . . . . . . 1,559,865 147,678
$ 3,316,588 $ 328,932
------------- --------------
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued liabilities $ 359,866 $ 261,258
Current portion of long-term debt. . . . - 412,020
359,866 673,278
Obligations under capital leases . . . . 10,883 -
Shareholders' equity:
Share capital. . . . . . . . . . . . . . 15,635,362 12,176,977
Retained earnings. . . . . . . . . . . . (12,689,523) (12,521,323)
2,945,839 (344,346)
$ 3,316,588 $ 328,932
------------- --------------
</TABLE>
<PAGE>
VIRTUAL SELLERS.COM
(Formerly Suncom Telecommunications, Inc.)
<TABLE>
<CAPTION>
Consolidated Interim Quarterly Statements of Operations and Deficit
(Expressed in Canadian dollars)
(Unaudited - Prepared by Management)
Three months ended August 31, Six months ended August 31,
----------------------------- ---------------------------
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenue. . . . . . . . . . . . . . . . . . . $ 370,197 $ 40,844 $ 483,555 $ 129,473
Costs and expenses:
Cost of goods sold . . . . . . . . . . . . . 164,816 - 195,732 -
Selling, general and administrative expenses 1,744,980 692,449 2,309,226 1,092,625
Depreciation and amortization. . . . . . . . 46,179 4,255 53,319 10,760
1,955,975 696,704 2,558,277 1,103,385
Loss before other income . . . . . . . . . . 1,585,975 655,860 2,074,722 973,912
Other income (expense):
Interest revenue . . . . . . . . . . . . . . 30,588 42,933 30,588 43,933
Foreign exchange gains . . . . . . . . . . . 133,261 64,641 162,821 64,641
Income tax interest and penalties. . . . . . - (22,218) - (22,218)
Miscellaneous. . . . . . . . . . . . . . . . 187,742 47,057 1,713,113 47,057
351,591 133,413 1,906,522 133,413
Net income (loss) for the period . . . . . . (1,234,187) (522,447) (168,200) (840,499)
Deficit, beginning of period . . . . . . . . (11,455,336) (10,410,238) (12,521,323) (10,092,186)
Deficit, end of period . . . . . . . . . . . $(12,689,523) $(10,931,685) $(12,689,523) $(10,932,685)
Net income (loss) per common share . . . . . $ (0.01) $ (0.01) $ - $ (0.01)
</TABLE>
<PAGE>
10/14/99
VIRTUAL SELLERS.COM
(Formerly Suncom Telecommunications, Inc.)
<TABLE>
<CAPTION>
Consolidated Interim Quarterly Statements of Cash Flows
(Expressed in Canadian dollars)
(Unaudited - Prepared by Management)
Three months ended August 31, Six months ended August 31,
----------------------------- ---------------------------
1999 1998 1999 1998
------------ ---------- ------------ -----------
<S> <C> <C> <C> <C>
Cash provided by (used in):
Operations:
Net income (loss) for the year . . . . . . . . . $(1,234,187) $(522,447) (168,200) $ (840,499)
Items not involving cash:
Depreciation and amortization. . . . . . . . . . 46,179 4,255 53,319 10,760
Non-cash compensation. . . . . . . . . . . . . . 511,162 - 882,712 -
Non-cash administration expenses . . . . . . . . - - 538,200 -
Change in non-cash operating working capital:
Accounts receivable. . . . . . . . . . . . . . . (105,244) 6,016 (156,667) (2,202)
Inventories. . . . . . . . . . . . . . . . . . . (59,693) - (59,693)
Prepaid expenses and advances. . . . . . . . . . 226,853 (21,119) (620,337) (9,512)
Assets held for resale . . . . . . . . . . . . . - (30,099) - --
Accounts payable and accrued liabilities . . . . 195,209 (38,049) 98,608 (86,545)
(419,721) (601,443) 567,942 (927,998)
Financing:
Issuance of common shares. . . . . . . . . . . . 616,949 747,957 1,254,103 747,957
Proceeds from issuance of notes. . . . . . . . . - 14,700 - 14,700
Capital lease obligations. . . . . . . . . . . . 10,883 - 10,883 -
627,832 762,657 1,264,986 762,657
Investments:
Restricted cash held in trust. . . . . . . . . . - (139,466) - (139,466)
Loans receivable . . . . . . . . . . . . . . . . 71,696 - - -
Acquisition of capital assets. . . . . . . . . . (1,043,031) (1,780) (1,094,155) (1,780)
(971,335) (141,246) (1,094,155) (141,246)
Increase (decrease) in cash and cash equivalents (763,224) 19,968 738,773 (306,587)
Cash and cash equivalents, beginning of period . 1,616,399 738,353 114,402 1,064,908
Cash and cash equivalents, end of period . . . . $ 853,175 $ 758,321 $ 853,175 $ 758,321
</TABLE>
<PAGE>
ITEM 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations
GENERAL
For the quarter ended August 31, 1999, the management of the Company has
reviewed its status as a "foreign private issuer" and has determined that the
Company no longer meets the requirements of a "foreign private issuer".
Accordingly, the Company will be treating itself as a "domestic issuer" for the
purposes of its filings required under the Securities and Exchange Act of 1934.
ACQUISITIONS DURING THE PREVIOUS QUARTER ENDED MAY 31, 1999
VirtualSellers.com, Inc.
- -------------------------
In May, 1999, the Company completed the acquisition of all of the property,
assets and undertaking of VirtualSellers.com, Inc. ("VirtualSellers"). The
Company will continue to operate VirtualSellers' business under a newly created
subsidiary called eCommerce Solutions Inc (d.b.a. VirtualSellers.com). The
business involves the provision of turnkey eCommerce transaction processing and
customer services to small and medium size businesses. With no monthly fees and
small set-up charges, VirtualSellers.com can provide these businesses with
immediately available, customized, secure and complete eCommerce services so
that these businesses can retail their products over the Internet.
VirtualSellers.com earns its revenues by charging the businesses a percentage of
each transaction conducted over the Internet.
CallDirect Enterprises Inc.
- -----------------------------
In May, 1999, the Company acquired all of the property, assets and undertaking
of CallDirect Enterprises Inc. ("CallDirect"). The Company will continue to
operate CallDirect's business as a division of its subsidiary Preferred
Telemanagement Inc. CallDirect is a catalogue reseller of telephone related
products and will soon be a provider of transaction processing and customer
services. The Company intends to use its Call Center to provide customer service
functions for CallDirect. The Company has also developed a website with
eCommerce transaction processing capabilities which will enable CallDirect to
retail its products over the Internet.
Acquisition of Tame Software and Customer Base
- ----------------------------------------------------
The Company purchased the rights to proprietary e-commerce shopping cart
software system called TAME (Tag Activated Markup Enhancement). This
proprietary software is an unique dynamic software engine functioning
as a shopping cart that can be configured with all technologies now being used
on the Internet enabling the Company to provide a shopping cart product
for any company that has an existing website. The software's capabilities
include interfacing with already programmed shopping cart software and
other functions including auctions, inventory control, internet replacement
or electronic data interchange
functions. Shopping cart software tracks an Internet consumer's purchases
within an Internet Web site. Just like a shopping cart at a grocery store, the
consumer's selections are added to the cart until they are finished shopping. At
"check out" the consumer enters payment and shipping information within a
secured environment. The information is then verified and the transaction is
completed. With the purchase of this proprietary software, VirtualSellers.com
has exclusive ownership rights to the trademarked dynamic software engine and
language interpreter, which conforms to XML syntax and is used to construct the
TAME-based shopping software. This will allow VirtualSellers.com to modify the
software over time as technology and customer needs change. The Company will
retain the consulting services of the primary developer of the software for a
period of one year in exchange for a consulting fee of $60,000.
<PAGE>
RESULTS FROM OPERATIONS
Six Months Ended August 31, 1999 Compared to Six Months Ended August 31, 1998
- --------------------------------------------------------------------------------
Revenues from operations increased 273% from $129,473 for the six months ended
August 31, 1998 to $483,555 for the six months ended August 31, 1999. The
increase is due to the acquisitions of the operations of VirtualSellers.com on
April 15, 1999 and CallDirect Enterprises on May 6, 1999.
Costs and expenses increased 132% from $1,103,385 for the six months ended
August 31, 1998 to $2,558,277 for the six months ended August 31, 1999. The
increase is due to the acquisitions referred to above and an increase in general
and administrative costs required to support the Company's expansion. The
Company also incurred significant legal, accounting and consulting costs in
conjunction with the other income earned during the period as discussed below.
Other income increased 1,329% from $133,413 for the six months ended August 31,
1998 to $1,906,522 for the six months ended August 31, 1999. The increase is
due to the following factors:
<PAGE>
- - $1,391,325 received on the settlement of a trademark dispute by the
Company over the use of the name "Suncom". The terms of the settlement required
that the Company change its name and accordingly, the Company changed its name
to "VirtualSellers.com, Inc." effective May 31, 1999;
- - $215,000 received from the sale of intercompany loans receivable from
former subsidiaries of the Company. These loans had been fully provided for as
an allowance for doubtful collection as they were used to fund prior year
operating losses of the former subsidiaries when owned by the Company;
- - $98,125 increase in foreign exchange gains caused by the change in the
Canadian dollar relative to the U.S. dollar; and
- - $68,659 increase due to other miscellaneous income from consulting
projects.
The loss for the six months decreased from $840,499 to $168,200 due to the
factors noted above. Cash flow from operations improved significantly from an
outflow of $927,998 for the six months ended August 31, 1998 to a cash outflow
of $631,386 for the six months ended August 31, 1999. The improvement is due to
the decrease in the loss for the period.
<PAGE>
Three Months Ended August 31, 1999 Compared to Three Months Ended August 31,
- --------------------------------------------------------------------------------
1998
- ----
The results for the three months ended August 31, 1999 compared to the three
months ended August 31, 1998 are consistent with the six month results discussed
above except for the following noted factors.
Selling, general and administrative expenses increased as the Company integrated
its recent acquisitions discussed above. In addition, the Company issued
shares to executives,
directors and other management for compensation relating to the significant
growth of the Company. Although these compensation arrangements increased the
loss for the three months, the Company believes that these arrangements will
provide management stability for the future.
LIQUIDITY AND CAPITAL RESOURCES
The Company improved its financial position considerably over the six months
ended August 31, 1999. Cash and cash equivalents increased from $114,402 at
December 31, 1998 to $853,175 at August 31, 1999. The increase in cash is due
to the conversion of long-term debt to share capital and the issuance of shares
for cash. Non-cash working capital increased from a net obligation position of
$194,407 to net working capital assets of $543,682 due primarily to the increase
in prepaid expenses and advances. The Company issued shares for rent and
certain payroll obligations which are being amortized over the terms of the
related agreements.
<PAGE>
Capital assets increased from $147,678 at December 31, 1998 to $1,559,865 due to
the acquisitions of CallDirect and VirtualSellers.com and due to investments in
software, hardware, office and telecommunications equipment. The Company
expects that these acquisitions will improve the Company's ability to generate
revenues and cash flows in the future.
Obligations under capital leases were acquired on the acquisition of the
operations of CallDirect.
Shareholders' equity increased from a deficiency in assets of $344,346 to
shareholders' equity of $2,945,839. The increase is due to the issuance of
shares on the conversion of long-term debt and the issuance of shares for cash
consideration, offset by the loss for the period of $168,200.
OTHER MATTERS
The Company has made significant strides from the beginning of the second
quarter until mid October.
NorthNet Telecommunications Inc. (d.b.a. NorthStar Telesolutions), the
subsidiary that operates the Company's Call Center, increased the number of
subscribers it serves from 4240 in June to 11,500 subscribers for November
billing. This has increased the revenue run rate to approximately $500,000 per
year and we expect significant increases in the next two quarters. The Call
Center provides transaction processing, centralized billing, customer service
and dispatch functions for cable companies in the United States.
<PAGE>
CallDirect incurred a loss from operations of approximately $20,000 CDN in May,
1999 and is the Company anticipates that CallDirect will now be operating on a
positive cash flow basis. The Company expects that CallDirect's first catalog
will be published by November 1, 1999.
VirtualSellers.com has added 50 new websites in the last month and is expected
to increase to 100 sites per month by the end of the third quarter.
FORWARD LOOKING STATEMENTS
This quarterly report contains certain forward-looking statements that involve
risks and uncertainties, such as statements of the Company's plans, objectives,
expectations and intentions. When used in this document, the words "expects",
"anticipates", "intends", "plans" and similar expressions are intended to
identify certain of these forward-looking statements. The cautionary statements
made in this document should be read as being applicable to all related
forward-looking statements wherever they appear in this document. The Company's
actual results could differ materially from those discussed in this document.
Factors that could cause or contribute to such differences include those
discussed in the Company's Form 20F for the period ended February 28, 1999.
Specifically, the revenues expected to be generated by the operation of the Call
Center and CallDirect could be affected by a number of factors, which could have
an adverse affect on the Company's ability to generate revenue and on its
continued operations. Those factors include: any changes in the demands for the
services offered by the Call Center or the products offered by CallDirect, the
loss of any significant clients of either the Call Center or CallDirect,
increased competition in either of these industries, any problems encountered
with the Call Center's sophisticated and specialized telecommunications, network
and computer technology, and a range of other factors which are detailed in the
Company's Form 20-F filed for the period ended February 28, 1999.
<PAGE>
ITEM 3: Quantitative and Qualitative Disclosure about Market Risk
Foreign Currency Risk
Currently the majority of the Company's sales and expenses are denominated in
U.S.dollars and as a result the foreign exchange gains and losses to date have
not been significant. While the Company is effecting some transactions in
foreign currencies during 1999, it does not expect that foreign exchange gains
or losses will be significant. As the Company expands internationally, foreign
currency risks may become more important. The Company has not engaged in foreign
currency hedging to date.
PART II OTHER INFORMATION
ITEM 1: Legal Proceedings
No legal proceeding has been commenced by or against the Company in the quarter
for which this Form 10-Q is filed. There have been no material developments or
new legal proceedings commenced against the Company since the filing of the
Company's Form 20F for the period ended February 28, 1999.
<PAGE>
ITEM 2: Changes in Securities and use of Proceedings
Common shares of the Company sold by the Company during the period covered by
this form 10-Q that were not registered under the Securities Act of 1933, as
amended:
Full Name and Total
Residential Number of Price Per Purchase Exemption
Address of Securities Share Price from
Purchaser Sold (Cdn.$) (Cdn.$) Registration
- ---------------- ----------- ---------- --------- ------------
Dennis Sinclair
195 Harbor Drive 1,500,000 $0.08 $120,000 Rule 506 of
Chicago, IL Deemed Deemed Regulation D
USA 60602 Value Value
William McGinty
4351 Arbutus Street 200,000 $0.50 $100,000 Regulation S
Vancouver, BC Deemed Deemed
V6J 4S4 Value Value
Raymond Mol
9035, 162A Street 500,000 $0.08 $40,000 Regulation S
Surrey, BC Deemed Deemed
V4N 3L6 Value Value
Cary Berman
2754 N. Hampden Crescent 250,000 $0.08 $20,000 Section 4(2)
#1905 Deemed Deemed of the Securities
Chicago, IL Value Value Act of 1933
USA 60614
Brenda Elanders
5248 1A Avenue 50,000 $0.10 $5,000 Regulation S
Delta, BC Deemed Deemed
V4M 1C1 Value Value
Cheryl Palmer
4986 Kadot Drive 50,000 $0.10 $5,000 Regulation S
Delta, BC Deemed Deemed
Value Value
Robert and Deborah
Baker
3613 Harding Drive 350,000 $0.10 $35,000 Rule 506 of
Chesapeke, VA 23321 Regulation D
Samuel J. Anthony
201 Oakmount Road 1,250,000 $0.10 $125,000 Rule 506 of
Wheeling, WV Regulation D
Ken Weiss
961 Stonegate 250,000 $0.10 $25,000 Rule 506 of
Highland Park, IL Regulation D
60035
Cary Berman
2754 N. Mampden Ct. 250,000 $0.10 $25,000 Section 4(2) of
#1905 the Securities
Chicago, IL 60614 Act of 1933
M.H. Reinhart
8900 Brennan Road 375,000 $0.10 $37,500 Rule 506 of
Richmond, VA 232291 Regulation D
F.L. Kirby
1294 Fiore Dr. 250,000 $0.10 $25,000 Rule 506 of
Lake Forest, IL Regulation D
60045
Steven M. Smierka
115 Walnut Drive 1,000,000 $0.10 $100,000 Rule 506 of
Hendersonville, TN Regulation D
37075
Steven M. Smierka
IRA Rollover
115 Walnut Drive 200,000 $0.10 $20,000 Rule 506 of
Hendersonville, TN Regulation D
37075
Lars A. Krogius
29392 Kensington Drive 50,000 $0.10 $5,000 Rule 506 of
Laguna Niguel, CA Regulation D
92677
Eric Krogius
31372 Via Santa Maria 50,000 $0.10 $5,000 Rule 506 of
San Juan Capistrano, CA Regulation D
92675
Bradley C. Weddon
17052 Baruna Lane 100,000 $0.10 $10,000 Rule 506 of
Huntington Beach, CA Regulation D
92649
Paul N. Howey
22333 Allen Road 250,000 $0.10 $25,000 Rule 506 of
Woodhaven, MI 48183 Regulation D
Charles O. Howey Trust
22333 Allen Road 500,000 $0.10 $50,000 Rule 506 of
Woodhaven, MI 48183 Regulation D
Cynthia D. Williams
16542 Sommerset Lane 250,000 $0.10 $25,000 Rule 506 of
Huntington Beach, CA Regulation D
92649
LeRoy W. Smith, Trustee FBO
DRS Financial Mgmt, Co., Inc.
Employee Benefit Trust DTD
PO Box 10040 . 250,000 $0.10 $25,000 Rule 506 of
Santa Ana, CA 92711-0400 Regulation D
Donald Mudd
1152 N. LaSalle Street 500,000 $0.10 $50,000 Rule 506 of
Chicago, IL 60610 Regulation D
Ira M. Steingold, Esq.
4823 Condir Drive 250,000 $0.10 $25,000 Rule 506 of
Chesapeake, VA Regulation D
23321
D.B. Chough
3221 High Point Drive 500,000 $0.10 $50,000 Rule 506 of
Portsmouth, VA Regulation D
23703
Jun K. Chung
4050 Devon Drive 250,000 $0.10 $25,000 Rule 506 of
Chesapeake, VA 23321 Regulation D
Portsmouth Cardiology
PIS Plan
FBO Edward Skillen
999 Waterside Drive 25,000 $0.10 $2,500 Rule 506 of
Suite 1100 Regulation D
Norfolk, VA 23510
Toni Lee
8423 Cargill Point 250,000 $0.10 $25,000 Rule 506 of
West Palm Beach, FL Regulation D
33461
James F. Crum
1419 Hillcrest Drive 130,000 $0.10 $13,000 Rule 506 of
Lake Worth, FL Regulation D
33461-6033
Michael E. Zimmerman
3446 Pecan Court 800,000 $0.10 $80,000 Rule 506 of
Jefferson, MD 21755 Regulation D
Chad S. Johnson
1519 P Street, N.W. 400,000 $0.10 $40,000 Rule 506 of
Washington, DC 20005 Regulation D
Mike Fumo
20 N. Clark Street 250,000 $0.10 $25,000 Rule 506 of
Chicago, IL 60602 Regulation D
Brian K. Nam
5155 Fox Chase Drive, NW 250,000 $0.10 $25,000 Rule 506 of
Canton, OH 44718 Regulation D
George Johnson
195 Harbour Drive #1709 500,000 $0.10 $50,000 Rule 506 of
Lake Forest, IL Regulation D
Charles A. Cravin
C & C Properties
PO Box 3005 . 1,000,000 $0.10 $100,000 Rule 506 of
Quincy, IL 62305 Regulation D
Layne D. Nisenbaum
2075 Regents Blvd. 500,000 $0.10 $50,000 Rule 506 of
West Palm Beach, FL Regulation D
33409
Vasken K. Tenekjian
3640 High Street . 300,000 $0.10 $30,000 Rule 506 of
Suite 2F Regulation D
Portsmouth, VA 23707
Susan Hand
414-1859 Spyglass Place 350,000 $0.10 $35,000 Rule 506 of
Vancouver, BC V52 4K6 Regulation D
Portsmouth Cardiology
P/S Plan
FBO Edward Skillen
999 Waterside Drive 225,000 $0.10 $22,500 Rule 506 of
Suite 1100 Regulation D
Norfolk, VA 23510
Lou Severson
2411 Ogden Avenue 40,000 $0.10 $4,000 Section 4(2)
Unit 7 of the Securities
Downers Grove, IL 60515 of 1933
Brian D. Keeve
542 Buckingham Way 40,000 $0.10 $4,000 Section 4(2)
Bolingbrook, IL of the Securities
60440 of 1933
Everett J. Palmer
113 Settlers Landing Road 250,000 $0.10 $25,000 Section 4(2)
Suffolk, VA 23435 of the Securities
of 1933
ITEM 3: Defaults Upon Senior Securities
Not applicable.
ITEM 4: Submission of Matters To A Vote Of Security Holders
Not applicable.
ITEM 5: Other Information
On May 5, 1999, the shareholders of the Company approved a special resolution to
change the Company name from "Suncom Telecommunications Inc." to
"VirtualSellers.com, Inc." to reflect the Company's change of focus to eCommerce
transaction processing. The name change was effective as of May 31, 1999.
<PAGE>
The shareholders of the Company also approved a special resolution to change the
Company's domicile of incorporation from the federal laws of Canada to the State
of Wyoming, United States, at the discretion of the Board of Directors. As of
the date hereof, the Board of Directors have not yet determined if they will
proceed with the change of the Company's domicile of incorporation.
ITEM 6: Exhibits and Reports on Form 8-K
27.01 Financial Data Schedule (EDGAR version only)
SIGNATURES
In accordance with the requirements of the Securities Exchange Act, the
Registrant has caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Dated October 14, 1999
VirtualSellers.com, Inc.
Per: /s/ Dennis Sinclair
- --------------------------
Dennis Sinclair
Per: /s/ Raymond Mol
- --------------------------
Raymond Mol
<PAGE>
PART I FINANCIAL INFORMATION
ITEM 1: Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheet as of March 31 1999 and August 31,
1999
Condensed Consolidated Statement of Income for the three and six months
ended August 31, 1998 and 1999
Condensed Consolidated Statement of Cash Flows for the six months ended
August 31, 1998 and 1999.
Notes to Condensed Consolidated Financial Statements.
ITEM 2: Management's Discussion and Analysis of Financial Condition and
Results of Operation
ITEM 3: Quantitative and Qualitative Disclosures About Market Risk
PART II OTHER INFORMATION
ITEM 1: Legal Proceedings
ITEM 2: Changes in Securities and Use of Proceeds
ITEM 3: Default upon Senior Securities
ITEM 4: Submissions of Matters to a Vote of Security Holders
ITEM 5: Other Information
ITEM 6: Exhibits and Reports on Form 8-K
Signatures
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<MULTIPLIER> 1
<CURRENCY> CANADIAN
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1999
<PERIOD-START> JUN-01-1999
<PERIOD-END> AUG-31-1999
<EXCHANGE-RATE> 1.4958
<CASH> 853175
<SECURITIES> 0
<RECEIVABLES> 201762
<ALLOWANCES> 0
<INVENTORY> 59693
<CURRENT-ASSETS> 1756723
<PP&E> 1559865
<DEPRECIATION> 53319
<TOTAL-ASSETS> 3316588
<CURRENT-LIABILITIES> 359866
<BONDS> 0
0
0
<COMMON> 15635362
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 3316588
<SALES> 370197
<TOTAL-REVENUES> 721788
<CGS> 164816
<TOTAL-COSTS> 1744198
<OTHER-EXPENSES> 6179
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<INCOME-PRETAX> (1234187)
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<EPS-BASIC> (.01)
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