UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 21, 2000
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Virtualsellers.com, Inc.
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(Exact name of registrant as specified in its charter)
Canada 000-14356 911353658
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(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification No.)
Suite 1000, 120 North LaSalle Street, Chicago, Illinois 60602
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 920-9120
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to an Asset Purchase Agreement (the "Agreement") dated August 30, 2000,
between Virtualsellers.com, Inc. (the "Company") and GoldPaint Internet Services
Inc. of Temecula, California (the "Vendor"), on November 21, 2000, the Company
acquired all of the assets of the Vendor, including 67 web hosting contracts
between the Vendor and other internet-based businesses, seven programming and
web design contracts, and certain computer hardware, software and office
equipment (the "Assets"). Under the terms of the Agreement, the Company agreed
to pay to the Vendor 200,000 common shares in the capital stock of the Company,
issued at an agreed deemed value of $0.56 per share. The number of shares to be
issued to the Vendor was arrived at through negotiations between the Company and
the Vendor.
The Company will continue the Vendor's internet services business as a division
of the Company. Pursuant to the Agreement, the Company will continue the
employment of three of the four employees of the Vendor (the "Employees"), and
in this regard, entered into employment contracts with each of the Employees.
The continued employment of the Employees will significantly add to the internet
services capacity of the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
It is not practicable to provide financial statements of the acquired company
prepared in accordance with the regulations on the date hereof. Accordingly,
the required financial statements will be filed as an amendment to this Current
Report on Form 8-K as soon as practicable, but not later than February 4, 2001
(60 days after this Current Report on Form 8-K must be filed).
PRO FORMA FINANCIAL INFORMATION
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It is not practicable to provide the required pro forma financial statements on
the date hereof. Accordingly, the pro forma financial statements will be filed
as an amendment to this Current Report on Form 8-K as soon as practicable, but
not later than February 4, 2001 (60 days after this Current Report on Form 8-K
must be filed).
EXHIBITS
2. Plan of Acquisition
2.1 Asset Purchase Agreement between the Company and GoldPaint Internet
Services, Inc., dated August 30, 2000
2.2 Intellectual Property Assignment between the Company and GoldPaint
Internet Services, Inc., dated October 1, 2000
2.3 Assignment and Assumption Agreement between the Company and
GoldPaint Internet Services, Inc., dated October 1, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VIRTUALSELLERS.COM, INC.
Date: December 5, 2000 /s/ Dennis Sinclair
Dennis Sinclair, President