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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25 SEC. FILE NUMBER
NOTIFICATION OF LATE FILING 000-14356
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CUSIP NUMBER
92825Y105
Check One): [X} Form 10-K and Form 10-KSB Form 20-F Form 11-K Form 10-Q
Form N-SAR
For Period Ended: February 29, 2000
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Virtualsellers.com, Inc.
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Full Name of Registrant
(formerly Suncom Telecommunications Inc.)
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Former Name if Applicable
Suite 1000, 120 North LaSalle Street
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Address of Principal Executive Office (Street and Number)
Chicago, Illinois 60602
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City, State and Zip Code
PART 11 - RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate).
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 10-KSB, Form 20-F, 11-K or Form N-SAR, or portion thereof, will
be filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report of transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
[X] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
<PAGE>
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K and 10-KSB, 20-F,
11-K, 10-Q, N-SAR, or the transition report on portion thereof, could not be
filed within the prescribed time period.
The Registrant is unable to file, without unreasonable effort and expense, its
Form 10-K Annual Report because its audited financial statements for the fiscal
year ended February 29, 2000 have not been completed due the fact that the
Registrant no longer qualifies as a "foreign private issuer" and will now be a
full reporting issuer for the purposes of the Securities Exchange Act of 1934.
The Registrant's auditors have advised as follows:
"We have substantially completed the audit of Virtualsellers.com, Inc. (the
"Company") as at and for the year ended February 29, 2000. During fiscal 2000,
the Company has changed from a foreign private issuer to a domestic issuer for
Securities and Exchange Commission filings. As a result, the Company's
consolidated financial statements will now be prepared under accounting
principles generally accepted in the United States of America, and reported in
United States dollars compared to the historical financial statements which were
prepared under Canadian generally accepted accounting principles and reported in
Canadian dollars.
These changes have to be retroactively applied and audited. The Company has
substantially completed this process but the audited results will not be
available by the May 30 SEC filing deadline. We expect to be completed our
audit including the changes to the historical financial statements by June 12,
2000. If you have any questions, please do not hesitate to contact the writer."
The Registrant's auditors are finalizing the audited financial statements, and
it is anticipated that the Form 10-K Annual Report, along with the audited
financial statements will be filed on or before the 15th calendar day following
the prescribed due date of the Registrant's Form 10-K. A copy of the letter
from the Registrant's auditor in this regard is attached to this Notification of
Late Filing.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Dennis Sinclair (312) 920-9999
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). [X] Yes [] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
[] Yes [X] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made
VIRTUALSELLERS.COM, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
<PAGE>
Date May 29, 2000 By /s/ Dennis Sinclair
--------------
Dennis Sinclair, President
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
<PAGE>
KPMG
KPMG LLP
Chartered Accountants
Box 10426 777 Dunsmuir Street Telephone: (604) 691-3000
Vancouver, BC V7Y 1K3 Telefax: (604) 691-3031
Canada www.kpmg.ca
PRIVATE & CONFIDENTIAL
Dr. Dennis Sinclair
President
Virtual Sellers.com, Inc.
Suite 1000
120 North LaSalle Street
Chicago, Illinois 60602
May 29, 2000
Dear Dr. Sinclair:
We have substantially completed the audit of Virtual Sellers.com, Inc.("the
Company") as at and for the year ended February 29, 2000. During fiscal 2000,
the Company has changed from a foreign private issuer to a domestic issuer for
Securities and Exchange Commission filings. As a result, the Company's
consolidated financial statements will now be prepared under accounting
principles generally accepted in the United States of America and in reported in
United States dollars compared to the historical financial statements which were
prepared under Canadian generally accepted accounting principles and reported in
Canadian dollars.
These changes have to be retroactively applied and audited. The Company has
substantially completed this process but the audited results will not be
available by the May 30 SEC filing deadline. We expect to be completed our
audit including the changes to the historical financial statements by June 12,
2000. If you have any questions, please do not hesitate to contact the writer.
Yours truly,
/s/ John Desjardins
John Desjardins
Partner
cc: Clark Wilson
