WASHINGTON, D.C. 20549

                                    FORM 10-K
          THIS FORM 10-K ANNUAL REPORT IS THE SUBJECT OF A FORM 12B-25
(Mark  One)
     ANNUAL  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT  OF  1934
                  For the fiscal year ended  February 29, 2000
                                             -----------------
                                       or

     TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF  1934

For  the  transition  period  from          to

Commission  file  number  000-14356
                          ---------

                            VIRTUALSELLERS.COM, INC.
                            ------------------------
             (Exact name of registrant as specified in its charter)

           CANADA                                         911353658
           ------                                         ---------
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                  Identification No.)

                      SUITE 1000, 120 NORTH LASALLE STREET
                        CHICAGO, ILLINOIS                     60602
                        -----------------                     -----
          (Address of principal executive offices)          (Zip Code)

Registrant's  telephone  number,  including  area  code  (312)  920-9999
                                                          ---   --------

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:

     Title of each class          Name of each exchange on which registered


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

                        COMMON SHARES, WITHOUT PAR VALUE
                        --------------------------------
                                (Title of class)

                                (Title of class)

<PAGE>

     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 check mark if disclosure of delinquent filers pursuant to Item
405  of  Regulation S-K (  229.405 of this chapter) is not contained herein, and
will  not  be  contained,  to  the best of registrant's knowledge, in definitive
proxy  or  information  statements incorporated by reference in Part III of this
Form  10-K  or  any  amendment  to  this  Form  10-K.  [ ]

     State the aggregate market value of the voting and non-voting common equity
held  by  non-affiliates of the registrant.  The aggregate market value shall be
computed  by  reference to the price at which the common equity was sold, or the
average  bid  and  asked  prices  of  such common equity, as of a specified date
within  60  days  prior  to the date of filing.  (See definition of affiliate in
Rule  405,  17  CFR  230.405.)

117,024,637  common  shares  @  $2.016  (1)  =  $235,921,668
------------------------------------------------------------
(1)  Average  of  bid  and  ask  closing  prices  on  May  10,  2000.

              APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate  by  check mark whether the registrant has filed all documents and
reports  required  to  be  filed  by  Section  12, 13 or 15(d) of the Securities
Exchange  Act  of 1934 subsequent to the distribution of securities under a plan
confirmed  by  a  court.     Yes  [X]    No [ ]

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     Indicate  the  number  of  shares  outstanding  of each of the Registrant's
classes  of  common  stock,  as  of  the  latest  practicable  date.

126,973,637  common  shares  issued  and  outstanding  as  of  May  10,  2000
-----------------------------------------------------------------------------

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions  of  the  registrant's Proxy Statement related to the Registrant's
2000  Annual  Meeting  of  Shareholders,  to  be  held  on  August  4, 2000, are
incorporated  by  reference  into  Part  III of this Annual Report on Form 10-K.


                                  PART I

ITEM  1.     DESCRIPTION  OF  BUSINESS.

This  Annual Report contains certain forward-looking statements that are subject
to  risks  and  uncertainties.  Statements  in  this Annual Report which are not
purely  historical  are  forward-looking  statements,  including  any statements
regarding  beliefs,  plans,  expectations  or  intentions  regarding the future.
Forward-looking  statements  include  certain information relating to e-commerce
and  outsourcing  trends,  Virtualsellers.com,  Inc.'s  (the "Company") business
strategy  including  the markets in which it operates, the services it provides,
its ability to attract new clients and the customers it targets, the benefits of
certain  technologies  the  Company  has  acquired  or  plans to acquire and the
investment  it  plans  to  make  in  technology,  the  Company's plans regarding
expansion,  the  implementation  of  quality  standards, variations in operating
results  and  liquidity,  as  well  as  information  contained elsewhere in this

<PAGE>

document  where  statements  are  preceded  by, followed by or include the words
"believes", "plans", "intends", "expects", "anticipates" or similar expressions.
For  such  statements,  the Company claims the protection of the safe harbor for
"forward-looking statements" within the meaning of Section 27A of the Securities
Act  of  1933  and  Section  21E  of  the  Securities Exchange Act of 1934.  The
forward-looking  statements  in  this  document  are  subject  to  risks  and
uncertainties  that  could cause the assumptions underlying such forward-looking
statements  and  the actual results to differ materially from those expressed in
or  implied  by  the  statements.

The  most  important  factors  that could prevent the Company from achieving its
goals  and  cause  the assumptions underlying the forward-looking statements and
the  actual  results of the Company to differ materially from those expressed in
or  implied by those forward-looking statements include, but are not limited to,
the  risk  factors  set  forth  in this Annual Report - See the section entitled
"Risk  Factors"  in  Item  1  -  Description  of  Business.

Business  Operations

The  Company's  business  operations  focus  on  traditional  and  e-commerce
transaction  processing  and  "backroom  support" services for other businesses.
Part  of  the  Company's services assist businesses in their transition from old
technologies  or  dissimilar  software  systems  to  state-of-the-art e-commerce
capable websites so that they can retail their products and/or services over the
Internet.

The  Company  provides  the  following  services  and/or  products:

-     through  its  Call  Center,  the  Company provides transaction processing,
centralized  billing,  customer  and  technical support, customer service, order
entry,  order  fulfilment,  bill  collection,  help  desk  services and dispatch
functions;

-     through  Virtualsellers.com,  the  Company  provides  turnkey  e-commerce
transaction  processing  and  website  development,  maintenance  and  hosting
services;

-     through  CallDirect,  the  Company  sells  telephone  related products and
provides  transaction  processing  and  customer  services;  and

-     through  Virtualsellers.com,  the  Company  sells its proprietary software
engine  and language interpreter called TAME (Tag Activated Markup Enhancement).
TAME  is  an interpretative language which enables developers to create Internet
and  e-commerce applications that interface with all major operating systems and
web browsers.  The scope and functionality of the TAME language is comparable to
Java  or  Javascript.

The  Company's  executive  offices  are located at Suite 1000, 120 North LaSalle
Street,  Chicago,  Illinois  60602  (Telephone:  (312) 920-9999; Facsimile (312)
920-1871).

The Company's financial statements are stated in United States Dollars (US$) and
are  prepared  in  accordance  with  United States Generally Accepted Accounting
Principles.  In  this  Annual  Report,  unless  otherwise  specified, all dollar
amounts  are  expressed  in  United  States  Dollars.  Herein, all references to
"CDN$"  refer to Canadian Dollars and all references to "common shares" refer to
common  shares  in  the  capital  stock  of  the  Company.

The  Company  and  its  Subsidiaries

The  Company was incorporated under the laws of the Province of British Columbia
on January 29, 1982 under the name "Thunder Oil & Gas Ltd.".  The Company's name
was  changed  to "Thunder Explorations Ltd." on May 9, 1983.  On April 22, 1985,
the  Company  changed  its  name to "CAM-NET Communications Network Inc." and on
February  1,  1991,  the  Company  was  continued  under  the  Canada  Business
Corporations  Act.  On  August  1, 1997, the Company changed its name to "Suncom
Telecommunications,  Inc."  and on May 31, 1999, the Company changed its name to
"Virtualsellers.com,  Inc.".

The  Company  had  the  following  subsidiaries  as  of  May  10,  2000:

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                            Jurisdiction of                             Percentage of
Subsidiaries                                 Incorporation    Date of Incorporation  Securities Owned
-----------------------------------------------------------------------------------------------------
<S>                                         <C>               <C>                    <C>
Canadian-American Communications Inc.2 . .  British Columbia  March 6, 1984                       100%
-----------------------------------------------------------------------------------------------------
Canadian Northstar Transmission
Systems Ltd.2. . . . . . . . . . . . . . .  CBCA              February 23, 1995                   100%
-----------------------------------------------------------------------------------------------------
Preferred Telemanagement Inc. (formerly
 Suncom Telemanagement Inc.) . . . . . . .  British Columbia  November 23, 1994                   100%
-----------------------------------------------------------------------------------------------------
CAM-NET Cellular Inc. (formerly Direct
 Advantage, Inc. and Invoice Reduction
 Services, Inc.) . . . . . . . . . . . . .  Ontario           March 8, 1994                       100%
-----------------------------------------------------------------------------------------------------
NorthNet Telecommunications Inc.1 (d.b.a.
 NorthStar Telesolutions). . . . . . . . .  Illinois          February 6, 1998                    100%
-----------------------------------------------------------------------------------------------------
eCommerce Solutions Inc. (d.b.a.
 VirtualSellers.com) . . . . . . . . . . .  Illinois          May 17, 1999                        100%
==========================================  ================  =====================  =================
<FN>

1     NorthNet  Telecommunications  Inc.  is an Illinois corporation qualified to transact business in
Indiana.
2     Canadian Northstar Transmission Systems Ltd. and Canadian-American Communications Inc. are being
dissolved  but  a  Notice  of  Dissolution  has  not  yet  been  issued.
</TABLE>


General  Development  of  the  Company  During  the  Last  Five  Years

Until its reorganization in the fiscal year ended February 28, 1998, the Company
was  a  telecommunications  holding  company with subsidiaries operating in both
Canada  and  the  United States.  Through its subsidiaries, the Company provided
comprehensive telecommunications services including long distance, local access,
cellular and complete telephone management services.  The Company provided these
services  to  commercial and residential customers in British Columbia, Alberta,
Ontario,  Quebec  and  in  the  greater  Chicago,  Illinois  area.

Although  the  Company  supplied long distance telephone services to 6.4% of the
Canadian  business  market  and  2.2%  of  the  Canadian  residential  market,
competitive  pressures  in  the  telecommunications  industry, increasingly high
technology costs and the lack of sufficient working capital eroded the Company's
potential  for  profitability.

Despite  a  number  of  cost cutting measures carried out in late 1995 and early
1996,  and changes in management, the Company's ability to access the public and
private  markets  in  order  to  generate  working capital was frustrated by the
delisting  of  the  Company  by the Vancouver Stock Exchange in October of 1996.
The  Vancouver Stock Exchange delisted the Company because of allegations by the
United  States  Securities and Exchange Commission that a former director of the
Company  had  used  improper  methods  to  promote sales of the Company's common
shares  in  the market.  The negative publicity surrounding the delisting eroded
the  customer  base  and supplier confidence.  This, together with the failure a
major  customer  to  pay a bill of approximately CDN$500,000, adversely affected
the  Company's  ability to go forward, and put enough additional pressure on the
Company's  working  capital  requirements  that its management concluded that it
should  seek  protection under the Canadian Companies' Creditors Arrangement Act
(the  "CCAA"),  which is similar to bankruptcy legislation in the United States.

On January 14, 1997, the Company filed for and the Court granted protection from
its  creditors  under  the  CCAA  (the "CCAA Proceeding").  Court protection was
required  to  ensure  that  the  Company's  assets  were  kept intact during the
reorganization  process  in  order to allow the Company to carry on its business
while  formulating  a  restructuring  plan.  The accounting firm of KPMG LLP was

<PAGE>

appointed  by the Court as a monitor to oversee and to assist in the development
of the Company's restructuring plans (the "Plan").  The creditors of the Company
approved  the  Plan  on July 31, 1997, and the Supreme Court of British Columbia
sanctioned  the  Plan  on  August  7,  1997.

Sale  of  Operating  Assets

Shortly  after receiving CCAA protection, it became apparent to the Company that
it  would  not  be  able  to  obtain  sufficient  new financing for its business
operations early enough in the restructuring process to permit it to continue to
serve  its  telecommunications customers.  In order to preserve the value of its
assets  and  yield  the greatest return to its creditors, the Company determined
that  it  was  in  its  best  interest  to  sell  the  Company's  commercial and
residential  telecommunications  customer  base for the highest available price.

On  April  7,  1997,  the  Company sold its accounts receivable, capital assets,
licences  and  acquired  customer  base  to  Primus Communications, Inc., Primus
Telecommunications  Canada  Inc. and 336246 Canada Inc. (collectively, "Primus")
for  approximately  CDN  $6,750,000  with  approval  of  the  Court (the "Primus
Transaction").  There  was a holdback of CDN$1,000,000 to secure the accuracy of
Company's  representations  and  warranties  made  as  part of the sale.  To the
extent that Primus made claims against the holdback, the trustee was required to
retain  an  equivalent  portion  of  the holdback.  Since Primus advanced claims
exceeding  the  amount of the holdback, the full amount of the holdback was held
in  trust  pending  resolution  of  such  claims.  The  Company  entered  into a
settlement  with  Primus  regarding  the  holdback, whereby the Company received
CDN$25,000  for consulting services, Primus received CDN$275,000 and the balance
of  the  holdback  has  been  distributed  to  creditors  under  the  Plan.

The  Company  also  determined  that  there  was inherent value in the remaining
assets  of  Cam-Net  Communications  Inc. ("CNC") and Cam-Net Telecommunications
Inc.  ("CNT"),  including  significant  tax  losses accrued within the Company's
affiliated groups as a result of business losses incurred during previous years.
Since  the  Company  could not utilize these losses at the time and these losses
would  cease  to  have value over time, it decided to sell these businesses.  On
April  17,  1997,  the Company sold all of the shares in CNC and its interest in
CNT to London Holdings Inc. ("LTG") for cash proceeds of CDN$3,070,000 (the "LTG
Transaction").  The  agreement provided that the inter-company debt owned by CNC
to Cam-Net Communications Network Inc. ("CWK") would be repaid to the Company in
annual  instalments  equal  to  15% of the annual profit of CNC for three fiscal
years  commencing April 30, 1997.  The first CDN$500,000 of the repayment to the
Company was to be payable to GT Communications Inc., pursuant to the Plan in the
CCAA  Proceeding.  Since  the Company anticipated little or no repayment of such
debt, it decided to sell this receivable for CDN$575,000, with GT Communications
Inc.  being  entitled  to  receive  approximately CDN$360,000 of these proceeds.

Secured  Creditor  Settlements

The  first  step  in implementing the Plan was to satisfy the secured creditors.
At  the  CCAA filing date, AT&T held registered security against the Company and
certain  of  its subsidiaries which security was alleged to secure approximately
CDN$2,800,000  as at the end of June, 1997.  On July 3, 1997, the Court approved
a  settlement  between  the  Company  and  AT&T  which  included  payment  of
CDN$1,822,725  and  issuance  of  1,000,000  common  shares  and 1,000,000 share
purchase  warrants  whereby  AT&T  could  acquire an additional 1,000,000 common
shares of the Company at CDN$1.00 per common share.  AT&T has since released the
Company  from  any  other  claims.

GT  Communications  Inc.  ("GT")  alleged  an equitable security interest in the
amount  of  CDN  $2,600,000  against  all  of  the assets of the Company and its
subsidiaries.  After  extensive  negotiations,  the  Court approved a settlement
entitling  GT  to an immediate cash settlement of CDN$1,400,000 and confirmation
of  a  claim  of  CDN$575,000  as an unsecured creditor to be paid only from any
repayment  received  by the Company from the LTG Transaction.  Since the Company
anticipated  little  or  no  repayment  from  the  LTG Transaction, it sold this
receivable  for  CDN$525,000, with GT receiving approximately CDN$360,000 of the
proceeds.

<PAGE>

Unsecured  Creditor  Settlements

On  July  31, 1997, the classes of creditors of the Company and its subsidiaries
met,  and the requisite number of creditors holding the required value of claims
approved  the Plan.  The Plan provided for the distribution of proceeds from the
sale  of  assets  and  the  recovery  from  lawsuits  on  account  of creditors'
indebtedness.  The  Plan also provided that creditors' unpaid debt after receipt
of  dividends  would  be  satisfied  by  a  distribution of the common shares by
issuing  share purchase warrants whereby the unsecured creditors would receive a
portion  of  13,000,000  share  purchase  warrants in proportion to their unpaid
indebtedness  to  the  total  of  unpaid  debt.

Significant  Events  Subsequent  to  Approval  of  Plan

Significant  events in relation to the implementation of the Plan, subsequent to
its  approval  by  the  Court,  are  as  follows:

-     all  proofs  of  claims  of  creditors  have  been  resolved  and settled;

-     Canadian securities regulators have approved the distribution of the share
purchase  warrants  and  the  common  shares;

-     the  following  lawsuit  recoveries  have  been  made:

       -     Bell  Canada  -  CDN  $100,000;

       -     TeleHub  -  US$450,000;  and

       -     BC  Tel  -  CDN  $17,500;

-     CDN$6,550,772  of  the  CDN$6,750,000 received from the Primus Transaction
and approximately CDN$3,000,000 received from the LTG Transaction were paid into
a  trust  account.  CDN$1,000,000  of the CDN$6,550,772 received from the Primus
Transaction  represented a holdback.  The Company entered into a settlement with
Primus  regarding  the  holdback, whereby the Company received CDN$25,000 of the
holdback for consulting services, Primus received CDN$275,000 and the balance of
the  holdback  has  been  distributed  to  creditors  under  the  Plan;

-     secured  creditors  with outstanding claims of approximately CDN$5,400,000
received  CDN$3,222,724  in  cash,  a total of 1,000,000 common shares and share
purchase  warrants to acquire a total of 1,000,000 common shares at CDN$1.00 per
share;

-     government  claims,  which consisted primarily of income, sales or capital
taxes,  were  settled  outside  the  Plan and approximately CDN$196,533 was paid
towards  such  government  claims;

-     CDN$200,000 of the proceeds paid into the trust account were segregated to
pay  for creditor claims arising after the Company and its Canadian subsidiaries
entered  CCAA  protection;

-     CDN$280,000 of the proceeds paid into the trust account were segregated to
pay  for employee and consulting commissions relating to the assets sale and the
sale  of  CNC and CNT.  All commissions have been paid amounting to an aggregate
of  CDN$280,715;

-     CDN$300,000 of the proceeds paid into the trust account were segregated to
pay  for  legal, monitor and audit costs, and CDN$35,000 for employee severance.
Approximately  CDN$675,533 has been paid for legal, monitor and audit costs, and
CDN$32,925  for  employee  severances;

<PAGE>

-     CDN$300,000  of  the  proceeds paid into the trust account was paid to the
Company for working capital purposes on the condition that the CDN$300,000 would
be repayable to the trust account out of any further recoveries from outstanding
litigation  and  thus  would be available to unsecured creditors.  Approximately
CDN$300,000  has been fully repaid to the trust account from lawsuit recoveries;
and

-     unsecured  creditors  with  outstanding  claims  of  approximately
CDN$31,000,000  were  to share in the funds remaining in the trust account based
on  a  formula which allocated a portion of the remaining funds to the Company's
creditors  and  a  portion  to the Company's subsidiaries' creditors.  Unsecured
creditor  claims  aggregating  CDN$3,184,150 was paid in the fiscal year ended
1998 and 1999 and 13,000,000 share purchase  warrants  to acquire, without any
further consideration, common shares in  the  capital of the Company were issued
on November 8, 1998 to the unsecured creditors.

-     the remaining funds from the trust account were paid out to unsecured
creditors in fiscal 2000 after paying legal and other administrative expenses
and settling the primus holdback dispute.

Material  Acquisitions

Acquisition  of  NorthNet Telecommunications Inc.  dba "NorthStar Telesolutions"
--------------------------------------------------------------------------------

On  January  1,  1998, the Company purchased its first Call Center for $105,000.
As  consideration for the acquisition, the Company issued a convertible note for
$105,000  which  was  convertible  into  common  shares at the rate of $0.10 per
common  share.  On  January  5,  1999,  the  convertible note was converted into
1,050,000  common  shares.  The  Call  Center  is operated through the Company's
subsidiary,  NorthNet  Telecommunications  Inc.  doing  business  as  NorthStar
Telesolutions.  For  details  of  the  operations  of  the  Call Center, see the
section  entitled  "Call Center Operations" in Item 1 - Description of Business.

Acquisition  of  Assets  from  VirtualSellers.com,  Inc.
--------------------------------------------------------

In  May, 1999, the Company purchased certain assets of VirtualSellers.com, Inc.,
an  Illinois  corporation  (the "Original VirtualSellers"). As consideration for
the  acquisition,  the  Company  paid  cash of $170,000, assumed indebtedness of
US$28,928,  issued  500,000  common  shares  and  issued  361,710 share purchase
warrants.  Each  share  purchase  warrant  entitled  the  holder to purchase one
common share at a price of $1.50 per common share for a period of two years.  As
part of the acquisition, the Company entered into employment agreements with two
of  the  founders  of  the  Original  VirtualSellers.

The  Company  continues to operate the Original VirtualSellers' business under a
newly  created  subsidiary  called  eCommerce  Solutions  Inc. doing business as
VirtualSellers.com.  For  details  of  the  operations  of  the  Original
Virtualsellers,  see  the  section  entitled "E-Commerce Operations" in Item 1 -
Description  of  Business.

Acquisition  of  Assets  from  CallDirect  Enterprises  Inc.
------------------------------------------------------------

In  May,  1999,  the  Company purchased certain assets of CallDirect Enterprises
Inc.  ("CallDirect").  As  consideration for the acquisition, the Company issued
1,200,000  common  shares  and  assumed  the  outstanding  indebtedness  of
approximately  CDN$500,000,  which  the  Company  settled  for  approximately
CDN$109,000.

The  Company  continues to operate CallDirect's business through its subsidiary,
Preferred  Telemanagement Inc.  For details of the operations of the CallDirect,
see  the  section  entitled  "CallDirect  Operations" in Item 1 - Description of
Business.

Acquisition  of  Tame  Software  and  Customer  Base
----------------------------------------------------

In  June,  1999,  the  Company  purchased the rights to a proprietary e-commerce
shopping  cart  software  system  and  language  interpreter  called  TAME  (Tag
Activated  Markup  Enhancement)  from  Seth  Russell  and  Nathan  Bawden, doing
business  as  Clickshop.  As  consideration  for  the  acquisition,  the Company
assumed  liabilities of $20,000 and issued 300,000 common shares (150,000 shares
to  each  of  Seth  Russell and Nathan Bawden).  As part of the acquisition, the
Company  entered  into  an employment agreement with Nathan Bawden.  The Company

<PAGE>

has  also  agreed to issue a further 300,000 common shares one year from closing
if  Nathan  Bawden  has successfully trained the Company's employees in the use,
operation  and  development  of  TAME.

For  more  details on TAME, see the section entitled "TAME (Tag Activated Markup
Enhancement)"  in  Item  1  -  Description  of  Business.

The  Company's  Current  Business

The  Company's  current  business  operations involve traditional and e-commerce
transaction  processing  and  "backroom  support"  services  for  other
companies/entities.  Part  of  the  Company's  operations  include  assisting
businesses  in  developing  state-of-the-art e-commerce capable websites so that
they  can  retail their products and/or services over the Internet.  The Company
provides  the  following  services  and/or  products:

-     through  its  Call  Center,  the  Company provides transaction processing,
centralized  billing,  customer  and  technical support, customer service, order
entry,  order  fulfilment,  bill  collection,  help  desk  services and dispatch
functions;

-     through  Virtualsellers.com,  the  Company  provides  turnkey  e-commerce
transaction  processing  and  website  development,  maintenance  and  hosting
services;

-     through  CallDirect,  the  Company  sells  telephone  related products and
provides  transaction  processing  and  customer  services;  and

-     through  Virtualsellers.com,  the  Company  sells its proprietary software
engine  and language interpreter called TAME (Tag Activated Markup Enhancement).
TAME  is  an interpretative language which enables developers to create Internet
and  e-commerce applications that interface with all major operating systems and
web browsers.  The scope and functionality of the TAME language is comparable to
Java  or  Javascript.

The  Company's  Executive  Officers

Name  and  Age                       Office  Held       Date  Appointed
--------------                       ------------       ---------------
Dennis  Sinclair, 57               President,  C.E.O.          Director  since
                                   and Director           November  14,  1996;
                                                        President  and  C.E.O.
                                                         since  September  30,
                                                                          1997
------------------------------------------------------------------------------
Kevin  Wielgus,   26                Secretary                 Secretary  since
                                                            January  31,  2000
------------------------------------------------------------------------------
Mel  Baillie,     50                Director                   Director  since
                                                           November  14,  1996
------------------------------------------------------------------------------
Grayson  Hand,    63                Director                   Director  since
                                                              March  15,  2000
------------------------------------------------------------------------------
Greg  Burnett,    38                Director                   Director  since
                                                              March  15,  2000
------------------------------------------------------------------------------

The  Company's  executive  officers  are  traditionally elected to office at the
first  meeting  of  the  Board  of  Directors  following  the  Annual Meeting of
Stockholders.  Each officer holds office until the first meeting of the Board of
Directors  following  the  next  Annual  Meeting or until a successor is chosen.
Biographical  information  for  the  executive  officers  follows:

Dennis Sinclair obtained his Ph.D., Economics and Sociology, M.A., Sociology and
B.A.,  Psychology  from  the  University  of  Michigan  and  has been an adjunct
professor  at  various  universities,  including  the  University  of  Michigan,
University of Southern California, University of Redlands, Pepperdine University
and  a  full-time  professor  at  UCLA  Graduate  School  of Management.  He has
developed  extensive  experience in consulting to corporate clients by providing
general  management  and corporate consulting services to many companies through

<PAGE>

his  own consulting company.  Mr. Sinclair has developed extensive experience in
all  aspects  of  operating,  directing  and  managing  both  private and public
companies  through  his  positions  as Senior Analyst and Investment Banker with
H.J. Meyers Inc. (08/95 to 12/96), an Investment Advisor with Securities America
(08/94  to  08/95),  a  Director  of  New  Business  Development  with  Validyne
Engineering  Corporation  (08/92  to  08/94)  and  his  various  other corporate
positions  prior  to  1992.

Mel  Baillie  obtained  a  Bachelor  of  Education Degree from the University of
Alberta  subsequent  to  which  he  undertook  post  degree  studies in Business
Administration.  In  addition  to  his  formal  education, Mr. Baillie has taken
numerous  on  the  job  courses  relating  to  strategic marketing and planning,
selling, financial management, management development and leadership and process
design and management.  Mr. Baillie has significant marketing, sales, operations
and  strategic  management  experience  acquired  from  over  20  years  in  the
telecommunications  industry.  He  was the Vice President of Marketing and Sales
for  Westel  Telecommunications (12/95 to 12/96) where he directed the marketing
department,  the major account sales group and commercial sales teams throughout
the  province  of  British  Columbia.  Prior  to  that  Mr. Baillie was the Vice
President  Sales for Western Canada of Unitel Communications Inc. (1991 to 1995)
and  the  Executive  Director  of Carrier Relations for AT&T Canada (1991).  Mr.
Baillie was also a Director, Major Accounts, Western Canada for Northern Telecom
Canada  Ltd. (1989 to 1991), General Manager, Sales, Western Canada for C.N.C.P.
Telecommunications  (1988  to 1989), Executive Director, Canadian Government and
Offshore Sales for Microtel Ltd. (1983 to 1988) and Marketing Manager and Global
Project  Manager  for  Northern  Telecom  Canada  Ltd.  (1977  to  1983).

Grayson  Hand  has  over  25  years  of senior management and executive business
experience.  He  has  acted  as  a director of Global Technologies Inc., Medical
Polymers  Technologies  Inc.,  Tanisys Technology Inc. and Leigh Resources Ltd.,
each  of  which  is  a  Canadian  publicly  traded  company.

Kevin  Wielgus graduated from Northwestern University's undergraduate management
and  administration  program.  Mr.  Wielgus  has  experience  in hospitality and
business-to-business sales. Between July 1996 and May 1999, Mr. Wielgus was part
of the management of Virtualsellers.com, Inc., a transaction processing company,
which was acquired by the Company in May, 1999.  Prior to that, Mr. Wielgus was
a sales manager with Beck's CRS, a laser printer repair and toner cartridge
manufacturing business.  In 1994, he founded the Daily Grind, a subscription
based mail order coffee company.

Greg  Burnett  obtained a Master of Business Administration Degree in 1986 and a
Bachelor  of  Applied  Science  in  Civil  Engineering in 1984.  Mr. Burnett has
provided  consulting  services  to  business  through the consulting firm, Carob
Management  Ltd.  since  1986.  The consulting firm specializes in providing due
diligence  services,  developing business plans and structuring/managing venture
capital  projects.  Mr.  Burnett  has  served as the President and a director of
Carob  Management Ltd. since 1989.  He has also served as a director and officer
of  several  companies  publicly  traded  in  Canada.

Employees

The Company currently employs 18 persons at the Company's Call Center, 5 persons
at  CallDirect,  26  persons at Virtualsellers.com and 3 administrative staff at
its  corporate  head  office.  Except  for the Company's executive officers, all
employees  are  employees at will and both the employee and the Company are free
to  terminate  such  employment  relationships  at  any  time.

Call  Center  Operations
------------------------

The  Company  operates  one  Call  Center  through  its  subsidiary,  NorthNet
Telecommunications,  Inc.  doing  business as Northstar Telesolutions.  The Call
Center  is  located  at  68  -  74  South  Park  Boulevard,  Greenwood, Indiana.

     Industry  Overview  and  Competition

The  call  center  services  market includes traditional teleservices activities
such  as  outbound  and  inbound customer support, centralized customer billing,
customer  sales  and  support,  order  entry, order fulfilment, bill collection,
Internet-based  sales  and  service  support,  and  marketing services including
database  marketing,  market  research, and data mining.  Teleservices and other
customer  call  center outsourcing services have evolved significantly in recent

<PAGE>

years, with the expansion of e-business and Internet sales and service programs.
Dot.com  companies,  click-and-mortar  e-commerce  companies,  Internet  service
providers and application service providers are becoming increasingly focused on
providing  real-time,  customer support for business and consumer-based Internet
applications.  The  Company  believes  that  this  trend  will  continue  and
anticipates  expanded  demand  for  its  services.

E-commerce  has  grown  dramatically  and  with the addition of this new channel
comes  an increasing need for businesses to optimize the value of their customer
relationships.  To  remain  competitive  in  today's  e-business  marketplace,
companies  are  realizing  the importance of implementing an integrated customer
service  solution  to effectively attract, acquire, retain, service, and measure
customer  satisfaction  at  every  point  in the customer communication cycle in
order  to  maximize  the  lifetime  value  of  each  customer.

The  call  center  industry generates more than $80 billion in revenues in North
America  with after-tax profit margins of approximately 7 to 10 percent annually
and  estimated growth rates of 25 to 40 percent a year.  Based on these numbers,
the  Company  anticipates  that  the  Call  Center operations will provide solid
long-term  growth  potential with reasonable and achievable rates of return.  In
addition,  the Call Center is a business that integrates well with the Company's
e-commerce  services  because  most  successful  Internet  business  require the
services  of  a  full-scale  call center to support their continuing operations.

The  call  center  industry is intensely competitive and the Company's principal
competition  in  its  primary markets comes from large service organizations and
numerous  independent  firms,  as well as the in-house call center operations by
many of its clients or potential clients.  In addition, most businesses that are
significant  consumers  of these services utilize more than one call center at a
time  and  reallocate  work among various firms from time to time.  Some of this
work  is  contracted  on an individual project basis, effectively requiring that
the  Company  and  other  firms  seeking  such  business compete with each other
frequently  as  individual  projects  are  initiated.

Furthermore,  the  Company  believes  there  is  a  trend  among businesses with
in-house  call  center  operations  toward  outsourcing  the management of those
operations  to  others  and that this trend may attract new competitors into the
Company's  market  including,  but  not  limited  to,  competitors  that  are
substantially  larger  and  better  capitalized  than  the  Company.

Government  Regulation

Both  the  federal and state governments regulate telemarketing sales practices.
The  Federal Telephone Consumer Protection Act of 1991 (the "TCPA"), enforced by
the  Federal  Communications  Commission,  imposes  restrictions  on unsolicited
telephone  calls  to  residential  telephone subscribers.  Under the TCPA, it is
unlawful  to  initiate  telephone  solicitations  to  residential  telephone
subscribers  before  8:00 a.m. or after 9:00 p.m. local time at the subscriber's
location,  or  to  use  automated  telephone  dialling  systems or artificial or
prerecorded  voices  to  certain  subscribers.  Additionally,  the TCPA requires
telemarketing  firms  to  develop  a written policy implementing a "do-not-call"
list,  and  to  train  its  telemarketing  personnel  to  comply  with  these
restrictions.  The  TCPA  creates  a  right of action for both consumers and the
state.  A  court  may  award actual damages or minimum statutory damages of $500
for  certain  violations, which may be tripled for wilful or knowing violations.
Currently,  the  Company  trains  its service representatives to comply with the
regulations  of  the  TCPA  and  programs  its  call  management system to avoid
initiating  telephone calls during restricted hours or to individuals maintained
on  an  applicable  do-not-call  list.

The  Federal Trade Commission (the "FTC") regulates both general sales practices
and  telemarketing  specifically.  Under  the  Federal Trade Commission Act (the
"FTC  Act"), the FTC has broad authority to prohibit a variety of advertising or
marketing  practices  that  may  constitute  "unfair  or  deceptive  acts  and
practices".  Pursuant  to  its  general enforcement powers, the FTC can obtain a
variety  of  types  of  equitable  relief,  including  injunctions,  refunds,
disgorgement, the posting of bonds, and bars from continuing to do business, for
a  violation  of  the  acts  and  regulations  it  enforces.

The  FTC also administers the Federal Telemarketing and Consumer Fraud and Abuse
Prevention  Act  of  1994  (the  "TCFAPA"). Under the TCFAPA, the FTC has issued
regulations  prohibiting deceptive, unfair or abusive practices in telemarketing
sales.  Generally,  these  rules  prohibit  misrepresentations  of  the  cost,
quantity,  terms,  restrictions,  performance  or characteristics of products or
services  offered  by  telephone  solicitation  or  of  refund,  cancellation or

<PAGE>

exchange policies.  The regulations also regulate the use of prize promotions in
telemarketing  to  prevent  deception  and  require that a telemarketer identify
promptly and clearly the seller on whose behalf the telemarketer is calling, the
purpose  of  the  call,  the  nature  of  the  goods or services offered and, if
applicable,  that  no  purchase  or  payment  is  necessary to win a prize.  The
regulations  also require that telemarketers maintain records on various aspects
of  their  business. Analogous restrictions apply to industries regulated by the
SEC.  The  Company  believes  that  it  is  in  compliance with the TCPA and its
implementing  regulations,  as well as with the regulations promulgated pursuant
to  the  TCFAPA.  Failure  to  comply  with  either the TCPA or the TCFAPA could
adversely  affect  or  limit  the  Company's  current  or  future  operations.

Most  states  have enacted statutes similar to the FTC Act generally prohibiting
unfair  or  deceptive acts and practices. Additionally, some states have enacted
laws and others are considering enacting laws targeted directly at telemarketing
practices.  For example, telephone sales in certain states are not final until a
written  contract  is  delivered to and signed by the buyer, and such a contract
often  may  be  cancelled  within  three business days.  At least one state also
prohibits  telemarketers  from  requiring credit card payment, and several other
states  require  certain  telemarketers to obtain licenses, post bonds or submit
sales scripts to the state's attorney general.  Under the more general statutes,
depending on the wilfulness and severity of the violation, penalties can include
imprisonment,  fines  and a range of equitable remedies such as consumer redress
or  the  posting  of  bonds before continuing in business.  Many of the statutes
directed  specifically at telemarketing practices provide for a private right of
action  for the recovery of damages or provide for enforcement by state agencies
permitting  the  recovery  of significant civil or criminal penalties, costs and
attorneys' fees.  There can be no assurance that any such laws, if enacted, will
not  adversely  affect  or  limit  the  Company's  current or future operations.

     Services  Provided  by  the  Call  Center

The  Call  Center  currently has the capacity for 70 Call Center representatives
and is actively exploring options that will allow it to staff more than 100 Call
Center representatives.  The Call Center offers clients customer service support
24  hours  a  day,  seven  days  a  week.

The  Call  Center  specializes in providing the following transaction processing
and  backroom  services  for  other  companies  and  entities:

-     inbound/outbound  telemarketing,  including  targeted marketing campaigns,
cold  calling,  inbound  marketing  promotions  and  up-selling  campaigns;

-     customer  and  technical  support;

-     customer  order  entry;

-     credit  reporting;

-     centralized customer billing which can be based on a specified anniversary
date  or  cycles  which  are  bi-monthly,  quarterly, semi-annually or annually;

-     customer account reconciliations and reporting using either a client's own
banking  structure  or  specially  dedicated  accounts  at  the  Company's bank;

-     customer  payment  collection  including  credit  card  and pre-authorized
checking;

-     collection  of  customer  accounts  or  disbursement  of customer refunds;

-     order  fulfilment;

-     help  desk  services;

-     customer  service  and  dispatch  functions;

<PAGE>

-     direct  mail  services  which  involves inserting the direct mail or other
related  items  into  customers'  bills  before  mailing;  and

-     other  computer  telephone  applications.

The  Company  can  provide  the customer with a package of bundled services or a
customized  package  of  any  variety  of  services  required by each particular
customer.  The  Call Center provides high quality customer and order support for
any  company,  helping  to  increase  customer  satisfaction  and  retention.

The Company provides its services for a flat monthly rate depending on the scope
of  services required.  The Call Center offers clients reports based strictly on
subscriber  data  or  custom  reports  involving high-level analysis.  In either
case,  the  reports  can  be  easily  downloaded  by  clients  into  their  own
spreadsheets  or  other  statistical  or analytical software program for review.

The  Company  plans  to  concentrate  its  Call  Center  services on transaction
processing  and  customer  service  allowing  the  Call  Center's  clients  to
concentrate  on  the  marketing  and  growth  of  their  businesses  while still
maintaining  a  high  level  of  customer  care  and  service.

The  Company  plans  to  continue  to  seek  out additional opportunities to add
capacity,  technology and expertise to its Call Center business.  The Company is
cultivating  new  customers  for the Call Center which has also begun to provide
cable-related  services  such  as local and long distance telecommunications and
Internet  access.  The  Company  anticipates  that  the  services offered by its
customers  can  be  bundled  and/or  marketed  together.

     Technology

The  Company's  system  and  software  technologies are designed to improve Call
Center representative production thereby lowering the effective cost per contact
made  or  received,  and  to improve sales and customer service effectiveness by
providing  its  sales  and  service  representatives  with  real-time  access to
customer  and  product  information.

The  Company  realizes  significant  cost  savings through the use of innovative
contact  handling  technology, computer telephone integration (CTI) and advanced
scripting  software,  all  of  which optimize agent utilization.  CTI accepts an
inbound  call  from  the  public  network  and  routes  that  call  to  the most
advantageous, available resource to handle the call.  Scripting software is used
in  the  Call  Center  to  provide  the  Call  Center  representative  with  the
appropriate information to use during the contact and to specify the content and
sequence  of  the  information  captured  from  the  customer.

The  Company  uses CTI and adopts the latest technologies so that it can provide
the  highest level of service while maintaining a competitive expense structure.
Because  CTI  can  be used with over-the-counter desktop software, it allows the
Company  to  provide both cutting-edge and cost-effective services.  This allows
the  Company  to  construct  software  systems  using  databases  from  software
companies  like  Microsoft  or  Oracle.

The  Company uses call tracking software for quality assurance purposes, as well
as  to  monitor customer order entry and billing, assess staff productivity, add
information  to  the  database  and  enable  customized  data  reporting.

The Company also operates an electronic "knowledge base" that is a clearinghouse
for  information  collected by the Call Center staff.  The knowledge base can be
searched  to  answer  customer  questions  and solve customer problems.  Through
pop-up  screen  technology,  the Call Center can simultaneously service numerous
clients,  with  a  minimum  of  manpower.

The  Call  Center  uses  interactive  voice response (IVR) software which allows
callers  to  access  certain information using their telephone.  This technology
decreases  the  amount  of  time  required  by  Call  Center  representatives by
assisting  callers  without  involving  a  Call  Center  representative.

<PAGE>

For  its  outbound  telemarketing services, the Company uses predictive dialling
software  which  automatically  dials  phone  numbers from a predetermined list.
This  software  increases the efficiency of the Call Center staff by eliminating
the  physical  dialling  process and reducing downtime associated with telephone
calls  receiving  no  answers,  busy  signals  and  answering  machines.

     Customers,  Sales  and  Marketing

In  the  past, the Company provided the Call Center services to a limited number
of  cable  television  operators and ISPs in the United States.  The Company has
expanded  the  scope  of its Call Center operations to offer its services to the
following  businesses:

-     e-commerce  businesses;

-     Internet  service  providers;

-     providers  of  technical  help  desk  support  services;

-     providers  of  property  management  services;

-     direct  broadcast  satellite  services  providers;

-     retailers  of  medical,  healthcare  and  consumer  products;

-     in-house  call  centers;

-     reservation  centers;  and

-     providers  of mail order catalogues, other forms of direct mail, broadcast
fax  and  more  traditional  forms  of  marketing  services.

The  Company  targets  businesses  that  have  a  customer base of up to 100,000
customers,  as  it  has  found  that businesses with more than 100,000 customers
typically  have  well established in-house call centers.  The Company is working
to  provide  its  e-commerce  customers  with  the  services offered by the Call
Center.  This  expansion  is  expected  to lead to increased transaction volume.

The  Company  markets  the Call Center through periodic advertising and outbound
telemarketing  of  the  services  provided  by  the  Call  Center, as well as by
appearances  at  trade  shows relevant to the call center industry.  The Company
has  entered  into  a  Cooperative  Marketing Agreement with Rockwell Electronic
Commerce Corporation ("Rockwell"), a company engaged in the design, development,
manufacture  and  support  of  call center systems.  Under this arrangement, the
Company  and Rockwell have agreed to work together to create a marketing plan to
develop  and  pursue  opportunities for the marketing and sale of each company's
products  and  services.

     Separate  Financial  Information

Separate  financial  information  for the Call Center can be found at Note 12 to
the  Company's  consolidated  financial  statements  for the fiscal period ended
February  29,  2000.

E-commerce  Operations
----------------------

The  Company  provides  turnkey  e-commerce  transaction  processing and website
development,  maintenance  and  hosting  services  to  businesses  through  its
subsidiary, eCommerce Solutions Inc. doing business as VirtualSellers.com.  With
no  monthly  fees  and  minimal  set-up  charges,  VirtualSellers.com can assist
companies  in  designing,  building, deploying and managing sophisticated secure

<PAGE>

e-commerce  ready  Internet  websites  that  provide  these  businesses  with
immediately  available,  customized,  secure and complete e-commerce transaction
processing  capabilities  so  that  these  businesses  can retail their products
and/or  services  over  the  Internet.  For  businesses  with existing websites,
Virtualsellers.com  can  convert those websites into e-commerce enabled websites
within  a  matter  of  hours.

     Industry  Overview

As  the  Internet  has  become  an increasingly important communications medium,
businesses and consumers have begun using the Internet to buy and sell goods and
services.  The  number of Internet users worldwide has grown dramatically and is
expected  to  grow  significantly  in  the  next few years.  Increasingly, these
Internet  users  are  becoming online consumers.  International Data Corporation
has  forecasted  that the actual number of Internet buyers worldwide will expand
from  48  million  in  1999  to  approximately 183 million in 2003, and that the
amount of worldwide commerce conducted over the Internet will increase from $111
billion  in 1999 to approximately $1.3 trillion in 2003.  Information technology
market  research  and consulting firm Dataquest has predicted that commerce over
the Internet (e-commerce) will grow to more than $150 billion by this year, with
70  percent  of  that  figure  being sales of consumer durable goods.  Forrester
Research  Inc.,  an  independent  research  firm,  has  forecast  that  in 2001,
consumers  will  spend $7.4 billion on travel, $5 billion on financial services,
$3.8  billion  on  computers,  $2.7 billion on entertainment and $1.1 billion on
books  and  music  -  all  via  transactions  over  the  Internet.

To  meet  this  demand, companies across all industry segments are and have been
scrambling  to  establish  a  presence  on the Internet.  Unfortunately, a large
number of businesses have neither the time nor the resources to design, develop,
construct  and  manage  an  e-commerce  capable  website  to  handle
business-to-business  or  business-to-consumer  transactions.  Furthermore, many
large  corporations  outsource  their e-commerce transaction processing so as to
gain  greater  product  focus  and  minimize  incremental  costs associated with
marketing  their  products  online.

E-commerce offers both businesses and consumers numerous benefits, including the
following:

-     businesses  and  consumers  can  interact  24  hours a day, 7 days a week,
regardless  of  their  respective  locations;

-     businesses  can  customize  website  content  to  match  the  needs  and
preferences  of  individual  users  by  personalizing  content  for  users;

-     online stores enable businesses to readily increase the number of products
and  services  offered,  thereby  enhancing  the  product selection available to
customers;

-     online  businesses can avoid investments in physical retail locations; and

-     much of the interaction between businesses and consumers can be automated,
resulting  in  reduced  operating  costs.

E-commerce  between  businesses  provides  the  following  benefits:

-     reduced  cost  of  selling  the  businesses'  products  or  services;

-     reduced  inventory  requirements;

-     increased  ability  to  minimize  and  rely  on  suppliers;  and

-     reducing  time required by senior management and others for operations and
allowing  more  time  for  strategic  planning.

These  benefits  allow businesses to focus on growing their customer base and to
market  and  sell  their  products  around  the  world  in  a cost-effective and
efficient  manner.

The early adopters of e-commerce were often Internet-centered companies, such as
Amazon.com  and Beyond.com, which were founded specifically to transact business
on  the  Internet.  Today,  many businesses consider it essential to offer their

<PAGE>

goods  and services through the Internet, and many traditional retailers such as
department  stores,  car  dealers,  and  toy stores have opened online stores to
supplement  their  traditional  retail  sales  models.  An  increasingly  broad
selection  of products is now being sold online, ranging from the initial online
product  offerings  of  books, music, computers and software to more traditional
consumer  goods  such  as  groceries,  clothes,  movie  tickets,  vitamins  and
prescription  drugs.  Accordingly,  the  need for online transaction processing
is affecting virtually all  industries  and  businesses.

To  succeed online, a business must attract customers to its website and provide
an  appealing  and easy-to-use environment that encourages customers to place an
order  by  clicking on the "buy" button.  Once the customer places an order, the
business  must  process  the  order  by  effectively  and  efficiently executing
numerous  transactions.  With  the  rapid  increase  in  the  number  of  online
businesses  and  the  vast  array  of  products  and services becoming available
online,  competition  among  online  businesses is increasingly intense.  Due to
these competitive pressures, businesses must focus their resources on attracting
customers  to  their websites and providing compelling content to keep customers
in  their  online stores.  However, as a business succeeds in these efforts, the
increased  number of resulting orders creates another set of complex challenges.
These  challenges  include:

-     Payment  processing.  The  vast  majority of online consumer purchases are
conducted  using  credit  cards.  These  credit  card  transactions  should  be
processed  in  real  time  to  confirm  an  order  while the customer is online.
Increasingly,  businesses  are  also  seeking  to  process transactions in local
currencies  around  the  world.

-     Fraud  prevention.  Because  of  the anonymity offered by the Internet and
the  speed  with  which  one  can  make  purchases, the opportunity for fraud is
significant.  In  e-commerce  transactions,  because  the  credit  card  is  not
present,  a  business is generally held liable by its bank for the full value of
the  transaction  in  the event of credit card fraud even if a pre-authorization
had  been  obtained.  Online  businesses  must find ways to combat this fraud to
avoid  losing  both  the  product  being  sold  and  the  related  revenue.

The  online  business  must  often  address  these demands while the customer is
waiting  online.  Information  that  a traditional retailer can collect during a
period  of  hours,  such  as fraud screen, often must be available to the online
business  immediately.  In addition, the business must have an e-commerce system
that  scales  as  the  business  grows, provides a high level of reliability and
handles  peak  loads.  The  business'  e-commerce  system  should also integrate
smoothly  into  its  existing  business  and technology and must support secure,
authenticated  messaging.

Early  adopters  of  e-commerce  business  models  typically  developed  custom
transaction processing systems.  Businesses that built these systems often faced
long  development  cycles,  which  delayed  their  time-to-market.  These custom
systems often limited functionality and scalability and high ongoing maintenance
costs.  Recently,  online businesses have attempted to address their transaction
processing  needs  by  either  purchasing  or  outsourcing  discrete  systems.
Businesses that turn to discrete systems like payment processing are still faced
with the need to address other potentially costly and time-consuming transaction
processing issues, such as fraud screening, pay processing and customer service.
In addition, businesses that purchase discrete systems often discover that these
systems  cannot  scale  as  their  business  grows.

As the Internet has become an essential marketplace, businesses are increasingly
turning  to  e-commerce  service  providers  with  the  expertise and ability to
deliver  a comprehensive solution that shortens time-to-market and maximizes the
value  of  their  investment.  These  transaction processing solutions should be
available  at  a low initial and overall cost and, at the same time, be scalable
to  support the growth of the online business.  A solution should also allow the
business  to maintain control over its online content and customer relationships
and  to  integrate  new  services  easily.

Virtualsellers.com  can  meet this demand by providing businesses either with or
without  an  existing  Internet presence with immediately available, customized,
secure and complete e-commerce transaction processing capabilities so that these
businesses  can  retail  their  products  and/or  services  over  the  Internet.
Virtualsellers.com provides a solution which has a low initial cost, is scalable

<PAGE>

to  support a business' growth and which allows the business to maintain control
over  its  online  content  and  customer  relationships.

Virtualsellers.com's  services offers a significant advantage for businesses the
either  do  not  wish to or do not have the resources to spend a large amount of
time  and  money  developing  and  maintaining the ability to process e-commerce
transactions  and sell their products online.  In addition, the Company can help
larger  businesses  with  websites keep their focus on the products and services
they  are  selling  by  taking  over the online transaction processing and other
related  customer  services.

     Competition

The  market  for  Virtualsellers.com's  services  is  intensely  competitive and
subject  to  rapid  technological  change.  The  Company  expects competition to
intensify  in  the  future.  Virtualsellers.com's  primary source of competition
comes  from  other  developers  of systems for e-commerce transaction processing
such  as  Cybersitsce, Clear Commerce, CyberCash, Digital River, Hewlett-Packard
(VeriFone),  HNC  Software,  Open  Market,  PaylinX,  ShopNow.com, Signio, iCat,
ViaWeb,  iBill  and  Octagon.  Each  of  these  companies  provides software for
e-commerce  transaction  processing  and  hosts  companies  wanting to outsource
e-commerce  transaction  processing.  However, each of the companies has its own
unique  scope  of  services that it provides.  For example, at ViaWeb the client
designs  the  website.  ICat  sells  software but does not exclusively provide a
service.  In  addition,  companies  (including  financial  services  and  credit
companies  such  as  First Data Corporation, AT&T and GE Capital), may enter the
market  for  its  services.  In  the future, Virtualsellers.com may also compete
with  large  Internet-centered  companies  that  derive a significant portion of
their  revenues  from e-commerce and may offer, or provide a means for others to
offer,  e-commerce  transaction  services.

VirtualSellers.com  does  not  believe that large systems integrators are direct
competitors  because  they  provide  complete  e-commerce  systems only to major
corporations.  VirtualSellers.com  targets  businesses  that  cannot afford - in
either  dollars  or time or both - to develop e-commerce capable websites.  Some
clients  will need more complex systems as they grow, and VirtualSellers.com has
pursued  relationships  with  systems  integrators to pass these clients on in a
seamless  manner  while  continuing  to  receive  future  revenue  streams.

Many  of  Virtualsellers.com's  competitors  have  longer  operating  histories,
substantially  greater  financial,  technical, marketing or other  resources, or
greater  name  recognition than it does.  Its competitors may be able to respond
more quickly than it can to new or emerging technologies and changes in customer
requirements.  Competition  could  seriously impede Virtualsellers.com's ability
to  sell  additional  services  on  terms  favourable  to  it.  Its  current and
potential  competitors  may  develop and market new technologies that render its
existing  or  future  services  obsolete,  unmarketable  or  less  competitive.
Virtualsellers.com's  current  and  potential  competitors  may  make  strategic
acquisitions  or  establish  cooperative  relationships among themselves or with
other  e-commerce  transaction service providers, thereby increasing the ability
of  their  services  to  address  the  needs of Virtualsellers.com's prospective
customers.  Virtualsellers.com's current and potential competitors may establish
or  strengthen  co-operative  relationships  with  its current or future channel
partners,  thereby limiting its ability to sell services through these channels.
Competitive  pressures could reduce Virtualsellers.com's market share or require
the  reduction  of  the prices of its services, either of which could materially
and adversely affect its business, results of operations or financial condition.

Virtualsellers.com  competes  on  the  basis  of  certain  factors,  including:

-     system  reliability;

-     product  performance;

-     breadth  of  service  offering;

-     ease  of  implementation;

-     time  to  market;

-     customer  support;  and

<PAGE>

-     price.

Virtualsellers.com  believes  that it presently competes favourably with respect
to each of these factors.  However, the market for its services is still rapidly
evolving,  and  it  may  not be able to compete successfully against current and
potential  future  competitors.  VirtualSellers.com  concentrates  on  superior
customer  service  and  making  the  e-commerce  transaction  easy  for both the
business  and  the  consumer - safe, secure and timely.  VirtualSellers.com also
provides clients with a toll free telephone number that its customers can use as
an  alternative  method  of  order  entry  and  to access other customer service
features.

     Government  Regulation

Virtualsellers.com  is  not  currently  subject  to  direct  regulation  by  any
government  agency,  other  than regulations applicable to businesses generally,
and  there  are  currently few laws or regulations directly applicable to access
to, or commence on, the Internet.  However, due to the increasing popularity and
use  of  the  Internet,  it is possible that various laws and regulations may be
adopted  with  respect  to  the Internet, covering issues such as taxation, user
privacy,  pricing, and characteristics and quality of products and services.  In
1998,  the  United  States  Congress  established  the  Advisory  Committee  on
Electronic  Commerce  which  is  charged  with  investigating,  and  making
recommendations  to  Congress  regarding,  the taxation of sales by means of the
Internet.  The  adoption of any such laws or regulations upon the recommendation
of this Advisory Committee or otherwise may decrease the growth of the Internet,
which  could  in  turn  decrease the demand for Virtualsellers.com's products or
services,  increase  its  cost  of  doing  business or otherwise have an adverse
effect  on  its  business,  prospects,  financial  condition,  or  results  of
operations.  Moreover,  the  applicability  to  the  Internet  of  existing laws
governing  issues  such  as  property  ownership, libel, and personal privacy is
uncertain.  Future  federal  or  state  legislation  or  regulation could have a
material  adverse  effect on Virtualsellers.com's business, prospects, financial
condition,  and  results  of  operations.

The  Internet  Tax  Freedom  Act  ("ITFA")  was  enacted in October, 1998 and is
effective  through October, 2001.  The ITFA bars state or local governments from
imposing  taxes  that would subject buyers and sellers of electronic commerce to
taxation  in  multiple  states.  The  ITFA also bars state and local governments
from  imposing  taxes on Internet access through October of 2001.  When the ITFA
expires or if it is repealed, Internet access and sales across  the Internet may
be  subject  to  additional  taxation  by  state  and local governments, thereby
discouraging  purchases  over  the  Internet  and  adversely  affecting
Virtualseller.com's  business.

     Services  Provided  by  Virtualsellers.com

Virtualsellers.com  provides a turnkey e-commerce transaction processing service
to  businesses with existing Internet websites and develops, maintains and hosts
e-commerce  capable  websites  for  businesses  without  existing  websites.
VirtualSellers.com  has  expanded  its  e-commerce  solutions  capacity  by
establishing  a  technology  facility  capable of handling 53 million e-commerce
transactions  a  day.  VirtualSellers.com  provides  this  service  in  a secure
environment  and  handles  all aspects of processing orders.  VirtualSellers.com
charges  a fee depending on the services provided and the cost of the item sold.

By taking control of the e-commerce transaction and by receiving payment for the
e-commerce transaction from the user directly, Virtualsellers.com has positioned
itself  to  ensure  that  the user is satisfied with its online purchase and the
processing of the transaction.  Major criticism has been aimed at the e-commerce
industry  for  lack  of  customer  service  and Virtualsellers.com endeavours to
complete  each  e-commerce transaction in a timely manner or provide a refund to
the  user.  Virtualsellers.com  has  not  had  a  charge back from a credit card
transaction  in  the  past  year.

While  many  companies  offer  partial solutions to businesses that want to sell
products  and  services  over the Internet, VirtualSellers.com is one of the few
that  provides  full  service,  end-to-end  e-commerce  business  solutions.
VirtualSellers.com  views a business' website as a point-of-sale and attempts to
mirror  in-store  point-of-sale  experiences  as  closely  as  possible  by
concentrating  its  efforts  on  customer  service.

For  businesses  without  existing  e-commerce  capable  Internet  websites,
VirtualSellers.com  can  assist  companies in designing, building, deploying and
managing  sophisticated  secure  e-commerce ready Internet websites that provide
these  businesses  with  immediately  available, customized, secure and complete

<PAGE>

e-commerce  transaction  processing  capabilities  so  that these businesses can
retail  their  products and/or services over the Internet.  There are no monthly
fees  and minimal set-up charges.  VirtualSellers.com earns income by charging a
percentage  of  each  e-commerce  transaction.

VirtualSellers.com  allows clients to bypass all the traditional steps to create
a  secure  website.  These  include the need for software and hardware, Internet
access,  software programming and website design, and Internet-accepted business
banking  accounts.  In  addition,  clients  will avoid hiring and paying for the
labour  necessary  to  learn  the  systems  and  process  the  orders.

For  businesses  with existing websites, VirtualSellers.com's goal is to provide
e-commerce  transaction  processing  service  within  one  hour  of successfully
completing  an  extensive  screening  process.  All  clients  are  subsequently
monitored  to  ensure  that  they  have  the financial and logistical ability to
deliver  the  products  they  offer  for  sale.

VirtualSellers.com  has the capability to build, maintain and host an e-commerce
capable  website and therefore provide businesses with the ability to develop an
online  selling presence by reducing a business' time to market and allowing the
business' existing customers to purchase the business' products or services over
the  Internet.  VirtualSellers.com  offers  a  variety of e-commerce transaction
processing  services,  including:

-     integrated  online  marketing;

-     secure  real  time  on-line  order  processing  and  clearing, including a
proprietary  8-point  fraud  verification  check;

-     secure  online  order  billing,  payment  acceptance and verification, and
payment  collection;

-     business  banking  account  services;

-     shopping  cart  software  which  allows  consumers to order several items,
calculates  applicable  taxes,  totals  the  order  and accepts a credit card as
payment;

-     inventory  interface;

-     order  fulfilment  tracking;

-     inventory  tracking;

-     payment  collection;

-     customer  service  support;

-     order  tracking;

-     retention  of  commissions  at  the  point-of-sale;  and

-     provision  of  all  the  necessary  documentation  to  facilitate  product
delivery.

VirtualSellers.com  processes  and  clears  orders  in  the  following  manner:

-     upon  receiving  an  order,  VirtualSellers.com  performs an 8-point fraud
check;

-     VirtualSellers.com  authenticates  and authorizes the credit card payment;

-     VirtualSellers.com  deposits  the payment, deducts its commission, sends a
check  and  shipping  information  to  the  client;

-     VirtualSellers.com  performs  all  order  processing, customer service and
follow-up  on  orders;  and

<PAGE>

-     VirtualSellers.com  sends  clients  verification  of  orders  for shipment
through either email, fax or postal mail.  Clients only receive the verified and
completed  order.

     Technology

VirtualSellers.com  can  provide  clients  with  complete, end-to-end e-commerce
transaction  processing systems or provide only specific services in conjunction
with  clients'  existing  websites  and  Internet  service  providers.

VirtualSellers.com  uses its proprietary programming software language, TAME, to
deliver  these  end-to-end  e-commerce solutions.  For more details on TAME, see
the  section  entitled  "TAME  (Tag  Activated  Markup  Enhancer)"  in  Item 1 -
Description  of  Business.

The  technology  underlying  Virtualsellers.com's e-commerce transaction service
solutions  provides  businesses  with  the  following  benefits:

-     Scalable  Solutions.  Virtualsellers.com's  services  allow  businesses to
deliver  consistent quality of service as their transaction volumes grow, and to
handle  daily and seasonal peak periods.  As a result, businesses do not have to
expand  these  areas  of  their  transaction  processing infrastructure as their
businesses  grow.

-     Highly Reliable Solutions.  Virtualsellers.com's systems are engineered to
provide high reliability, and it provides transaction processing 24 hours a day,
7 days a week.  In addition, Virtualsellers.com offers its businesses support 24
hours  a  day,  7  days  a  week.

-     Customer  Satisfaction.  Because  its services enable online businesses to
process e-commerce transactions in real-time, businesses can improve their level
of  customer  satisfaction  and  reduce  their support costs by avoiding delayed
responses  and minimizing the need for follow-up communications.  Businesses can
also  ensure  customer  satisfaction  by  utilizing  the  Company's  Call Center
services  in  connection  with  their  e-commerce  transaction  processing.

     Customers,  Sales  and  Marketing

VirtualSellers.com  has  been providing e-commerce solutions for three years and
has  serviced  more  than  100  companies  in  both the business-to-business and
business-to-consumer markets.  VirtualSellers.com's clients include a wide range
of  businesses  and have included the Kansas City Royals, former AFL Kansas City
Chiefs  football  coach Hank Stram, Beanie Babies stuffed toys and various music
products.

VirtualSellers.com has found that a vast majority of managers of businesses - as
well as entrepreneurs - do not have the time or resources to create and manage a
website designed to sell their products in a secure environment.  Moreover, many
larger  corporations  continue  to  outsource  this  aspect  of their e-commerce
business in order to keep their focus on products and product development and to
minimize  incremental  costs  associated  with  marketing  over  the  Internet.

These  two  types of businesses provide VirtualSellers.com with its core market.
The  Company  believes  that  VirtualSellers.com can use its flexibility to turn
potential  competitors  into  partners  or  clients.  To  do so, the Company has
created  the  VirtualSellers.com  affiliate  program, which allows ISPs, website
designers,  website portal providers and others to partner with the Company both
for  strategic  benefit  and financial gain.  These affiliates become a valuable
source  of  referrals.

Target  customers  for  Virtualsellers.com's  e-commerce  transaction  services
include  Internet-centered businesses, including those who have developed custom
transaction processing systems and established retailers that have opened online
stores  to  supplement  their  traditional  retail  models.  Virtualsellers.com
reaches  these  businesses  through a sales force as well as through an indirect
sales  channel  that  leverages  existing  sales  and  marketing infrastructures

<PAGE>

developed  by its affiliates.  As of February 29, 2000, Virtualsellers.com had a
total  of  five persons in sales and marketing conducting outbound telemarketing
for  the  e-commerce  transaction  processing  services.

Virtualsellers.com's  products  and  services  are  marketed  through direct and
indirect  channels.  All products and services are also offered directly through
its  e-commerce  capable  website  "Virutalsellers.com".  Virtualsellers.com's
efforts in marketing and selling the e-commerce transaction processing services,
and  the  website  development, maintenance and hosting services is accomplished
through:

-     Virtualsellers.com's  website;

-     direct  sales  by  its  own staff through outbound telemarketing programs;

-     tradeshows;  and

-     referrals  provided  through  a  marketing  agreement  with  IMC (Internet
Marketing  Consortium)  Cable  Print  Network  Marketing  Inc.

     Separate  Financial  Information

Separate financial information for Virtualsellers.com can be found at Note 12 to
the  Company's  consolidated  financial  statements  for the fiscal period ended
February  29,  2000.

CallDirect  Operations
----------------------

The  Company  also  operates  as  a  catalogue  reseller  of  telephone-related
equipment,  as  well  as  products  such  as  multimedia, entertainment, travel,
security  and  computer accessories for offices and homes through its subsidiary
Preferred  Telemanagement  Inc.  doing  business  as  CallDirect  Enterprises.
CallDirect  is  based  in Delta, British Columbia, Canada.  The Company uses the
Call Center to provide customer service functions for CallDirect and through its
website "www.calldirect.com", CallDirect retails its products over the Internet.

     Industry  Overview  and  Competition

The  market  for  customer-premise  telecommunications  products  is  highly
competitive.  CallDirect  competes  with  a  variety  of  traditional  dealers,
distributors,  and retailers, including catalog companies, electronics specialty
stores, and office products and computer superstores.  A variety of external and
internal  factors could adversely affect CallDirect's ability to compete.  These
include  the  function,  performance,  price,  and  reliability  of the products
offered by CallDirect and its competitors and the effectiveness of the marketing
efforts  of  CallDirect  and its competitors.  Certain competitors of CallDirect
have  greater  financial,  technical, sales, marketing, and other resources than
CallDirect.  There  can be no assurance that CallDirect will compete effectively
against  existing  competitors or new competitors that may enter the market.  In
addition,  while  CallDirect  currently  does  not  know  of  any  competitor
specializing  in  distributing  a  broad  line  of  telecommunications  products
directly  to  business  end  users  via catalog, outbound telemarketing, and the
Internet,  there  can  be  no  assurance that CallDirect will be able to compete
successfully in the future in these direct marketing channels, which may attract
new  market entrants, or in other channels that CallDirect may enter or that may
be  developed  for  telecommunications  products  for  such  customers.

     Services  Provided  by  CallDirect

CallDirect  is  a  catalogue  reseller of telephone-related equipment as well as
products  such  as  multimedia,  entertainment,  travel,  security  and computer
accessories  for offices and homes. CallDirect markets brand name, private label
and  high  quality,  leading-edge  proprietary  products through both its direct
response  catalogue  and  its  e-commerce capable website.  CallDirect currently

<PAGE>

focuses  on  selling  brand  name  products  but plans to expand its offering of
proprietary  and  private  label  products under the CallDirect name in order to
build  brand  awareness.

CallDirect  continually  updates  its product line to ensure that customers have
access  to  the  latest  telecommunications  products  and services.  CallDirect
regularly  assesses  and  analyzes  the  performance of each product and product
group  to ensure that each marketing dollar is as efficiently spent as possible.

CallDirect's  current  product  line  is  divided into the following categories:

-     headset  products;

-     cordless  telephones;

-     telecom  products;

-     CTI  (computer  telephone  integration)  products;

-     line  switch  products;

-     call  identification  products;

-     office  products;

-     cellular  and  wireless  products;  and

-     miscellaneous  and  accessory  products.

CallDirect  also  provides transaction processing and limited customer services.
The  Company plans to use the Call Center mentioned above to expand the customer
service  functions  that  CallDirect  offers  its  clients.  CallDirect also has
several  years  of credit card clearing experience and has established extensive
business  banking  relationships, which facilitate e-commerce transactions.  The
Company's  experience  and  relationships  will  allow  the  Company to become a
e-commerce  transaction  processing  firm  in  Canada.

     Customers,  Sales  and  Marketing

CallDirect  retails  its  products  through  its catalogue and over the Internet
through  its  website,  "www.calldirect.com".

CallDirect's  catalogue  and  its  website are its primary sales tools which are
designed to provide all the information necessary for a customer to purchase any
of  its  products.  The  catalogue  includes  product  description,  full-colour
photographs,  product  specifications, prices, as well as information concerning
the  use  and  application of telecommunication products.  It has an end-use-end
orientation and is designed to appeal to both technical and non-technical users.
The  product  copy  follows  generally  accepted  direct  response principles of
presenting  user  benefits,  explaining  product features and soliciting orders.
The catalogue also features a complete easy to use index, an e-mail address, web
address,  direct  fax  number,  and  a  toll-free  telephone  number.

CallDirect's  catalogue  has  been  and  will  be  produced in-house on advanced
desktop  publishing  equipment.  Essentially  all  the text, graphics and photos
used in the catalogues are digitized.  Use of this equipment for page production
will  provide  CallDirect  significant  speed  and cost savings over traditional
catalogue  and  production  methods.

In  response  to  the  significant  changes  in  the telecommunications industry
following  the  introduction of e-commerce, an area of opportunity opened up for
direct  distribution  of commercial grade telecommunication products to business
end users primarily in small to medium sized businesses including branch offices
of  large  organizations, via the Internet.  The market for accessory and add-on
products  is  not  well  served  by the large telecom and interconnect companies
because  of  relatively  small  dollar  volumes.

CallDirect  believes  that  its  direct  response catalogue and its website will
enable it to establish a direct relationship with the end user, especially small
home  office  users.  CallDirect believes that its focus of sourcing out new and
innovative products that are not available (or are available on a limited basis)
through  the  standard  telecom  channels  allows it to remove a lot of the cost
presently  associated  with  large  conglomerates.  CallDirect will typically be
able  to  offer  products  to  end  users  on  a  more  cost  effective  basis.

<PAGE>

CallDirect  plans  to  continue  to  realize  sales  growth  by:

-     acquiring  new  customers  through increased catalogue circulation and via
its  website;

-     stimulating  repeat  purchases  from new and existing customers via e-mail
broadcasts;

-     supplementing  catalogue  mailing,  links  and  banners  with  outbound
telemarketing  to  target  potentially  high  volume  key  accounts;  and

-     working  with  the  larger  inter-connect companies that are more involved
with  selling large switches and key systems and not involved in the accessories
to  these  telephone  users.

Increasing the number of prospective customers can also be achieved by accessing
customer  lists  that  have  been  developed by other major business-to-business
direct  marketers.  CallDirect  has an opportunity to significantly increase the
number of its active customers who have a proven tract record of purchasing both
through  catalogues and over the Internet.  CallDirect's strategy also parallels
its  belief  that  it  can  successfully  encourage its customers to make repeat
purchases  by  constantly  updating  its product line with innovative technology
(e-commerce)  and  by  providing  excellent  customer  service  and  care.

CallDirect's  target  customer is a telephone intensive person.  These customers
are typically found in small to medium size businesses, including branch offices
of  large  organizations,  that  are  heavily  dependent  on telecommunications.
Direct marketing to this target customer offers the customer superior purchasing
convenience, access to technical knowledge and support, and a wider selection of
products  than  those which are offered through competing distribution channels.
CallDirect  also  believes  that it can stimulate repeat purchases from existing
customers  through  efficient  database  management.  CallDirect is developing a
proprietary  in-house  customer  list  which  identifies  the  type of customer,
purchasing  agent,  administrator or potential buyer, to allow it to effectively
target  its  marketing efforts.  Based on the size of active customer lists that
have  been  developed  by  major  business-to-business  marketers,  there  is an
opportunity  to significantly expand an active list of customers.  CallDirect is
continuously  acquiring  new  customers  by  mailing  catalogues  to prospective
customers.  Good  database  management  enables  CallDirect  to  target specific
customers.

The Company has obtained potential customer names through the rental of selected
mailing  lists  which  include  the  names of business buyers from non-competing
catalogues,  subscribers  to  business  publications,  and  members  of  trade
associations.  CallDirect  also  rents  selected  consumer  lists of individuals
whose  demographic  profiles  match  those of existing customers.  CallDirect is
typically allowed to use names from a rented list only once, unless the customer
responds  to  CallDirect's  catalogue,  in  which  case the name may be added to
CallDirect's  in-house  list.

CallDirect  believes  that  direct  marketing  is the most cost effective way to
market  its  telecommunication  products to its telecommunication customers, and
that  this  marketing channel gives it a distinct advantage over its competition
versus  other  channels  of  distribution.

CallDirect believes that prompt and courteous service is critical in encouraging
customers  to  make  repeat purchases.  The object of CallDirect's customer care
organization,  which  will  be responsible for in-bound sales, technical support
and training, is to set the standard in an industry that other companies, should
they  decide  to  enter  this  marketplace,  will  find very difficult to match.

Over  the  last  three years, CallDirect has built an extensive database of more
than  40,000  small home businesses and medium to large businesses including all
levels  of government.  CallDirect uses this database as a prime marketing tool.
This  comprehensive  database,  which  stores  information on both customers and
their  purchasing  history, is used to identify high volume and potentially high
volume  customers.  To  maximize sales opportunities offered by these customers,
CallDirect  has  initiated  a Key Account Program designed to provide these high
volume  customers  with  special  pricing  and  service  agreements.

<PAGE>

CallDirect  intends  to  produce  three  direct response catalogues per year but
constantly  reviews  catalogues  and  response  rates  and  compares the product
offerings  to  be included in the catalogue with its online business in order to
maximize  the  efficiency  and  profitability  of  the catalogues.  The periodic
upgrading  of  the  catalogue with the information collected from the sales from
its  e-commerce  website enables CallDirect to quickly adjust to changing market
conditions.

CallDirect's  e-commerce  capabilities  enable  it  to test new products quickly
without  waiting  the  normal  8  to  12  weeks between catalogue offerings.  In
addition,  prices  can be updated daily or as required.  This enables CallDirect
to  get  new  products  into  the  marketplace  quickly  and  easily.

Separate  Financial  Information

Separate  financial information for CallDirect's operations can be found at Note
12  to  the  Company's  consolidated  financial statements for the fiscal period
ended  February  29,  2000.

TAME  (Tag  Activated  Markup  Enhancer)
----------------------------------------

The Company owns an application computer system known as Goldpaint Shopping Cart
and  the  operating  system  software  known  as  TAME  (Tag  Activated  Markup
Enchancer).

<PAGE>

     Industry  Overview  and  Competition

The  Internet  has  experienced  dramatic growth, both in terms of the number of
users  and  as  a  means of conducting business transactions, and is expected to
continue  to  grow  rapidly.  International  Data Corporation estimates that the
number  of  Internet users will increase from 196 million in 1999 to 502 million
in  2003.  The  emergence of the Internet has enabled new online business models
and  spurred  the  development  and deployment of Web applications to facilitate
business  interactions  that  were  not  practical  to  address with traditional
computing  systems.  This  public infrastructure enables companies to market and
sell their products and services to customers through e-business applications as
well  as  to  forge  closer  ties  with  their  partners  and  suppliers.

As  the  number  of  companies  conducting  business  online  has increased, the
Internet  has  become  a highly competitive business environment and has in turn
energized  the entire business world. A growing number of companies are building
Web  applications that perform a combination of marketing, sales and operational
functions.  The  Internet  promotes competition in markets and makes it easy for
customers  to  locate  and  transact  business  with  competitive vendors.  As a
result,  companies  are  seeking to differentiate themselves from competitors by
developing  increasingly  sophisticated  websites  and  Internet applications to
attract  and  retain  customers.  Online  businesses  are looking for innovative
technology  solutions  that  enable  them  to  deliver  products and information
targeted  to their customers' interests and that enable them to provide a higher
level  of customer service. More broadly, this heightened competition is raising
the  importance  of  technology in increasing business efficiency. Companies are
increasingly  looking  to Internet technology to help them manage their supplier
and  distributor  networks  more  effectively  --  by  automating  inter-  and
intra-company  business  processes  and  integrating  diverse  systems where key
information  is  managed  and  where  key  business  transactions  reside.

Combined, these factors have created demand for comprehensive software platforms
that can enable businesses to execute on their key Internet business initiatives
quickly  and  reliably.  Such  a platform includes software platforms that allow
integration  and movement of data between existing software applications systems
of  different  businesses  across the Internet, as well as productive tools that
enable  both  developers  and business users to participate in the construction,
maintenance  and  management of online businesses.  TAME provides that solution.

The  Web  application products market is intensely competitive, subject to rapid
change  and  significantly  affected  by  new  product  introductions  and other
activities  of  market  participants.  Primary competitors in the market include
Microsoft  and  its software Java and Javascript.  As the size and visibility of
the  market  opportunity  increases,  the  Company  believes  that  additional
competitors may enter the market with competing products.  Increased competition
could  result  in  pricing  pressures, reduced margins or the failure of TAME to
achieve  or  maintain  market  acceptance,  any of which could have a materially
adverse  effect  on  the  Company's  business,  operating  results and financial
condition.  Many  of the Company's current and potential competitors have longer
operating  histories  and  substantially greater financial, technical, marketing
and  other  resources than it does.  Therefore, they may be able to respond more
quickly  to  new  or changing opportunities, technologies, standards or customer
requirements.  Many  of these competitors also have broader and more established
distribution channels that may be used to deliver competing products directly to
customers  through  bundling  or  other  means.  If  competitors  were to bundle
competing  products  with  their  products,  the  demand  for  TAME  might  be
substantially  reduced  and  the  Company's  ability  to distribute its products
successfully  would  be  substantially  diminished.

Competitive  factors  in  the  Web  application  products  market  include:

-     the  quality  and  reliability  of  software;

-     cost  per  user;

-     application  server  scalability,  availability  and  performance;

-     productivity  features  for  creating,  editing  and  adapting  content;

-     ease  of  use  and  interactive  user  features;

-     compatibility  with  the  user's existing network components and software;

-     systems;  and

-     interoperability  with  emerging Internet standards such as XML, Java, and
HTML.

<PAGE>

     TAME  Software

The  TAME  Interpretative  Programming  Language

TAME is a platform independent, server side, interpretative programming language
that  is  compatible  with Unix, Linux, Microsoft Windows NT and virtually every
major  operating  system.  The  scope  and  functionality of the language can be
compared  to Java, Javascript, or Visual Basic.  In addition, TAME can work side
by  side  with  any  of  these  programming  languages.

TAME  also  has  full  compatibility  with XML (eXtensible Markup Language), the
website  programming  language that has quickly become the de facto standard for
electronic  business  information.  XML  is  easy to learn, easily extensible to
support  new  data  attributes and flexible enough to represent any information.

Unlike  many  competing  software  programs  that  use HyperText Markup Language
(HTML),  TAME's  XML compatibility allows its users to develop, build and modify
their  websites  regardless  of  their  existing programming language, operating
system, server system or Internet browser. TAME acts like glue, creating a layer
between  users  and the systems they must interact with and binds them together.

TAME  has  achieved acceptance into the EMC Proven Program.  Acceptance into the
EMC  Proven  Program  indicates  that VirtualSellers.com's IT infrastructure has
passed  a  rigorous review of its ability to support the operational needs of an
Internet-based  business  or  service  and  has the enterprise storage resources
necessary to operate at peak efficiency, adapt to a constantly changing business
climate  and  easily  mange  Internet-driver growth.  EMC Proven E-Infostructure
Program  benefits  give  VirtualSellers.com  the right to display the EMC Proven
E-Infostructure  logo  in  its  printed and electronic media, allowing it to add
value  and  market  differentiation  in  the  products  and  services  it offers
customers.  In  addition,  VirtualSellers.com  will  be  included in a number of
EMC-driven  marketing  initiatives.  Such  acceptance  will allow the Company to
benefit  from  EMC's  vendor  network  in  generating  sales  for  both TAME and
Virtualsellers.com.

The  Company  uses  TAME  to provide its transaction processing clients a quick,
easy  and  seamless  way to establish a presence on the Internet, and as the key
facilitator  for  e-commerce  solutions.  With  the  software,  a  business  can
quickly,  easily  and  seamlessly launch a new website, upgrade an existing one,
add  leading-edge shopping cart technology to a website, or add new services for
its  own  customers.  For those companies that already have websites, TAME gives
them  the  opportunity  to  remain  on  the  cutting edge of Internet technology
without  having  to  continuously  invest  in  new  software  and  hardware.

In  addition  to  using  TAME  for  its  clients,  the  Company  operates a high
technology  laboratory in the Chicago area that serves as the testing ground for
TAME  -  both  in  terms  of upgrading the software to keep pace with technology
changes  and to test new applications for clients.  Through the operation of the
lab,  the Company ensures that new versions of and new applications for TAME are
market-ready  and  real  world  tested.

Through  its  use  of TAME, the Company and its development partners can deliver
end-to-end e-business solutions based on an open, scalable architecture provided
by  the  TAME  development  environment.  This  ability  ensures  that  clients'
existing  business  processes,  intelligence  and  technology  can  be  easily
Web-enabled  and  integrated  to  support  new  online  and  offline  business
initiatives.

If,  for example, a client decides to move to a different operating system, TAME
can be installed and the applications can be seamlessly moved to their new home.
TAME-enabled  Web  services  link  sites  and  applications  together to perform
functions  that  individual  components  alone  are  not  able  to  perform.

TAME  has  many  benefits  and  competitive  advantages:

-     Platform  Independence.  TAME  is  compatible  with Unix, Linux, Microsoft
Windows  NT  and  virtually  every  other  major computer operating system which
simplifies  Web and enterprise infrastructure development over clients' existing
architectures.

<PAGE>

-     Flexibility.  TAME  enables  applications  to  communicate with each other
within  the  Web's infrastructure, and more importantly provides a framework for
connecting  websites  and  applications  to create dynamic TAME-enabled Internet
services.

-     Ease  of  Use.  TAME  is  quick and easy to learn and dramatically reduces
coding  time  compared  to  other  competing  software  languages.

-     Reduction of Bandwidth Requirements.  Because TAME processes data requests
at  the server side, only formatted data results are sent to the user's browser.
In  order  to  display a data-driven Internet web page, the browser must receive
formatting information to control how the pages look.  This savings in file size
translates directly to savings in bandwidth.  The less data being sent, the less
bandwidth  an  application  will  require.

-     Faster  Loading.  For  users  connected  to  the Internet via modems, TAME
means  dramatically  faster loading of pages and for businesses hosting websites
on  dedicated  (and expensive) Internet connections, it means lowered connection
costs.

-     TAME  is  XML-Enabled.  Recently  introduced,  XML  (extensible  Markup
Language)  is  acclaimed  as  the new standard in data sharing via the Internet.
This  technology breakthrough is also believed to be the replacement for current
electronic  data  interchange  (EDI)  technology  that  many  companies  use for
business-to-business  transactions.  Because  XML  is embedded in TAME, the time
required  to  develop  website  tags  is  greatly reduced.  TAME can access many
dissimilar  databases  from  different  operating  systems  and provide a common
interface to display the data.  TAME includes a dynamic Internet web page engine
and  provides  Internet  access  to  databases, giving developers the ability to
easily  create solutions that can be deployed on all major operating systems and
server  environments,  resolving common problems associated with many of today's
non-XML  Internet  browsers.

-     Browser  Compatibility.  Whereas  most  XML  solutions  require  specific
Internet  browsers  (such  as  MSIE  5.0),  TAME XML will function on nearly all
browsers,  including lower versions of Netscape Navigator, MSIE, OPERA and AOL's
proprietary  browsers.  This  browser  compatibility  is a key advantage to TAME
because industry standards for XML are still in their infancy.  By not basing an
XML  strategy  in  loosely defined standards, TAME will be able to grow with the
industry  and  in  fact  help  drive  that  growth.

The  TAME  Shopping  Cart

Much  has been made recently about Internet shopping carts and the software that
supports  them.  Shopping  carts  in general collect information about an online
shopping session so orders can be calculated and managed.  While simple shopping
cart solutions stop there, more complex systems interface with other elements of
the  transaction  process  such as databases, inventory control systems, payment
verification systems and accounting systems.  These systems together make up the
buying  and  selling  process.

As  it  exists  now, the TAME shopping cart can work fluidly as an XML solution,
meaning  that  as XML becomes standardized, applications using TAME can adapt to
the  standards or create their own XML standards for a particular task.  Because
it  uses  XML,  the  TAME  shopping  cart is superior to other similar solutions
available  today  because  of  its  operating  system  compatibility,  speed,
development  time and browser compatibility.  Unlike many existing shopping cart
programs,  TAME  XML-enabled  systems can be deployed on virtually all operating
system  platforms.

     Customers,  Sales  and  Marketing

The  Company  markets and sells TAME to businesses using a combination of direct
and  indirect  distribution  channels,  including  the  following:

-     direct  sales by its own staff through its outbound telemarketing program;

-     sales  through  its  website  -  www.tameable.com;

<PAGE>

-     sales  through  industry  trade  shows  like  COMDEX;  and

-     sales  through  reselling  agreements  with  companies  like  RedHat  Inc.

The  Company  intends  to  market  and  sell TAME using the following direct and
indirect  distribution  channels:

-     sales  through  strategic  relationships  with  hardware  vendors;

-     direct  sales  to  application service providers who in turn sell to their
customers;

-     direct  sales  to internet and other service providers who provide website
development  and  e-commerce  solutions;

-     agents  who  develop  or  resell  integrated  solutions;

-     organizations  that  use TAME to create websites and Web applications with
electronic  commerce,  content  management  and personalization capabilities for
Internet,  intranet  and  extranet  use;  and

-     sponsorship  of  seminars  for  potential  customers and promoting special
events.

The  Company's  website allows visitors to download, evaluate and purchase TAME.
Electronic  distribution  provides  the  Company  with  a  low-cost,  globally
accessible,  24-hour  sales  distribution  channel.  To  date, many copies of an
evaluation  version  of  TAME  have  been downloaded from the Company's website.

The  Company  continues  to  develop  market awareness of the "TAME" brand.  The
Company's  branding  strategy  includes  participating  in  trade  shows  and
conferences,  promoting special events and advertising its products and services
in  print  and  electronic  media.

One  example  of a website built with TAME is www.webshoppersclub.com, a website
that  provides  data  in  13  languages  and  uses  24  currencies.  Rather than
replicating the same site in multiple languages, TAME allows the user to specify
the  parameters  of  the  information  desired  such  as  language,  currency or
products,  and  then  retrieves  the  data  and  delivers  it.  The result is an
application that dynamically gathers, translates and displays information on the
fly rather than accessing an existing page or converting existing content to fit
the  request.

Intellectual  Property
----------------------

The  Company's  success  is  dependent upon its proprietary technology and other
intellectual  property  and on its ability to protect its proprietary technology
and  other  intellectual property rights.  In addition, the Company must conduct
its  operations  without  infringing on the proprietary rights of third parties.
The  Company also intends to rely upon unpatented trade secrets and the know-how
and expertise of its employees.  To protect its proprietary technology and other
intellectual  property,  the  Company  relies  primarily on a combination of the
protections  provided by applicable copyright, trademark, and trade secret laws,
as  well  as  on  confidentiality  procedures  and  licensing  arrangements.

The Company has one patent application pending with the United States Patent and
Trademark  Office for its TAME software system and method.  The Company also has
trademark  applications  pending  with  the  United  States Patent and Trademark
Office  for  "Virtualsellers.com",  "TAME", "If you don't care about e-commerce,
that's  your  business.  If  you do that's our business." and Virtualsellers.com
and  Tiger  (Tame)  logos.  Although  the  Company  believes  that  it has taken
appropriate  steps  to  protect its unpatented proprietary rights, including its
requirement  that  its employees and third parties who are granted access to its
proprietary  technology  enter  into confidentiality agreements, there can be no
assurance  that  these measures will be sufficient to protect its rights against
third parties.  Others may independently develop or otherwise acquire unpatented
technologies  or  products  similar or superior to the Company's technologies or
products.

The Company licenses certain software and Internet tools from third parties that
it  includes  in  its  services  and  products.  If  any  of these licenses were
terminated,  the Company could be required to seek licenses for similar software
and  Internet  tools from other third parties or develop these tools internally.
The  Company  may  be  unable to obtain such licenses or develop such tools in a
timely  fashion,  on  acceptable  terms,  or  at  all.

<PAGE>

Companies  participating  in the software and Internet technology industries are
frequently  involved  in  disputes  relating  to  intellectual property.  In the
future,  the  Company may be required to defend its intellectual property rights
against  infringement,  duplication,  discovery,  and  misappropriation by third
parties  or  defend  against  third-party  claims  of  infringement.  Likewise,
disputes  may  arise  in  the  future  with  respect  to ownership of technology
developed  by  employees  who  were previously employed by other companies.  Any
such  litigation  or  disputes  could  result  in  substantial  costs  to, and a
diversion of effort by, the Company.  An adverse determination could subject the
Company  to  significant  liabilities  to  third  parties,  require that it seek
licenses  from,  or  pay  royalties  to, third parties, or require it to develop
appropriate  alternative  technology.  Some  or all of these licenses may not be
available  to  the Company on acceptable terms or at all, and the Company may be
unable to develop alternate technology at an acceptable price or at all.  Any of
these  events could have a materially adverse effect on its business, prospects,
financial  condition,  and  results  of  operations.

RISK  FACTORS

Much  of the information included in this Annual Report on Form 10-K includes or
is  based  upon  estimates,  projections  or  other "forward-looking statements"
within the meaning of Section 27A of  the Securities Act of 1933 and Section 21E
of  the  Securities  Exchange  Act  of 1934 and are subject to the "safe harbor"
created  by  those  sections.  While  these  forward-looking statements, and any
assumptions  upon  which  they are based, are made in good faith and reflect the
Company's  current  judgment  regarding  the  direction  of its business, actual
results  will  almost  always  vary,  sometimes  materially, from any estimates,
predictions,  projections,  assumptions,  or  other future performance suggested
herein.  The  Company  undertakes  no  obligation  to  update  forward-looking
statements  to  reflect events or circumstances occurring after the date of such
statements.

Such  estimates,  projections  or  other  "forward-looking  statements"  involve
various  risks  and  uncertainties  as outlined below.  The Company cautions the
readers  that  important factors in some cases have affected and, in the future,
could  materially  affect  actual  results  and  cause  actual results to differ
materially  from  the  results  expressed  in any such estimates, projections or
other  "forward-looking  statements".  Readers  should  carefully  consider  the
following  factors in evaluating the Company, its business and any investment in
the  Company.

HISTORY  OF  LOSSES

The  Company  has  incurred  substantial  net  losses  and has a substantial net
operating loss carryover.  These losses were mainly incurred in operations which
the  Company no longer operates.  The Company has incurred losses since entering
the  alternate  long  distance  telecommunications business and has continued to
lose  money  during the transition to becoming a transaction processing/customer
service  company.  For  the  fiscal  year  ended  February 29, 2000, the Company
incurred  losses  of  $4,693,230.  The Company projects that it will continue to
incur  losses  for  the  period  ending  February  28,  2001, but should be at a
positive  monthly  run  rate after that time.  While the Company feels confident
that  it  can  secure  additional  funds through private placement financing and
successfully  carry  out  its  business plan, there can be no assurance that the
Company  will  accomplish  these  tasks  and  achieve  profitability.

LACK  OF  HISTORY  OF  THE  INTERNET  AND  E-COMMERCE

Due  to  the  lack  of  history  regarding both Internet business and e-commerce
transaction processing, there is little information on which to base projections
of  future  profitability.  Consideration  should  be given to risks inherent to
start  up  businesses and the volatility of emerging  technology.  The Company's
viability  will  depend  on  its  ability  to  anticipate  changes in e-commerce
technology  and  avoid  the  pitfalls  associated  with  new businesses.  If the
Company is not successful in addressing these risks, its business will likely be
adversely  affected.

DEPENDENCE  UPON  KEY  CUSTOMERS

The  Company's Call Center is dependent upon a limited number of customers for a
substantial  portion  of its revenues.  The loss of any of these customers would
have  a  significant,  materially adverse impact upon the Call Center's revenues
and  prospects  for  profits  but  would  not significantly impact the Company's
working  capital, liquidity or the long term prospects.  Each customer accounted
for  no  more  than  25%  of  the Call Center's total revenue for the year ended
February  29,  2000.  Although  the Company expects to expand its customer base,

<PAGE>

there  can  be  no  assurance  that  the  Company will be successful and, if the
customer  base is expanded, that the Company will be able to retain its existing
customers.  Furthermore, an unexpected decline in sales to any of such customers
could have a materially adverse effect upon the Company.  In addition, there are
no  firm  contracts  governing  the  Company's relationship with any of its Call
Center  customers.  Accordingly, such business relationships could be terminated
or  curtailed  at  any time.  The lack of firm contracts between the Company and
its  customers  could have a materially adverse impact on the Company's revenue.

The  Company's  e-commerce  business  is  estimated to produce 80% to 90% of the
Company's  continuing  revenue.  While  several  of Virtualsellers.com's clients
may  produce  substantial  sales,  none  will  account  for  more  than  5%  of
Virtualsellers.com's  total  revenue.  The  remaining revenues will be generated
from  the  Call  Center  and CallDirect operations.  As with the Call Center, an
unexpected  decline  in  sales  to  any of its e-commerce customers could have a
materially  adverse effect upon the Company.  In addition, all sales of services
to  VirtualSellers.com's  clients  are  based  on  short-term contracts, usually
12-months,  and  as a result such relationships could be terminated before their
expiry  or expire.  This could have a materially adverse impact on the Company's
revenue.

COMPETITION

Many  of  the  Company's  competitors  in  both  the  call center and e-commerce
business  segments  are  substantially  larger  than  the  Company  and  have
significantly  greater  financial  resources and marketing capabilities than the
Company,  together  with  better name recognition.  It is also possible that new
competitors may emerge and acquire significant market share in each or either of
these markets.  Competitors with superior resources and capabilities may be able
to  utilize such advantages to market their products and services better, faster
and/or  cheaper  than the Company.  Increased competition is likely to result in
price  reductions,  reduced gross margins and loss of market share, any of which
could  have  a materially adverse effect upon the Company's business, results of
operations and financial condition.  In addition, there can be no assurance that
the  Company  will be able to compete successfully against its present or future
competitors  in  each  or  either  of  these  markets.

The  telecommunications  and  Internet  markets  are both very competitive.  The
Company  will  compete  directly  with  companies providing similar products and
services which may have certain commercial advantages.  The Company's ability to
compete  successfully  will  require  it to develop and maintain technologically
advanced  products  and services, attract and retain highly qualified personnel,
obtain  a  significant customer base using its e-commerce transaction processing
services  and  its  Call  Center  services, whether alone or with third parties.
There  can  be  no  assurance  that  the  Company  will be able to achieve these
objectives.  Failure  to  do  so  would  have a materially adverse effect on the
Company's business, operating results and financial condition.  Furthermore, the
Company's  potential  products  and  services,  if  successfully developed, will
compete  directly  with other existing and subsequently developed products using
competing  technologies.  There  can  be  no  assurance  that  the  Company's
competitors  will  not  succeed  in  developing  or  marketing  technologies and
products that are more effective and commercially desirable than those developed
or  marketed  by  the  Company or that would render the Company's technology and
products  non-competitive.  Failure  of  the  Company's  potential  products  to
compete  successfully  with  products  using  competing technologies will have a
materially  adverse  effect  on  the  Company's  business, operating results and
financial  condition.

The  Company  has entered an industry that is in its infancy.  Competition comes
in  several  forms.  There  are  traditional  companies  that  sell hardware and
software;  there  are  design  companies  that  develop e-commerce solutions for
business;  and  there  are  on-line malls that house a multitude of websites for
various  businesses.  In  general, these are not direct competitors in that they
do  not  supply  complete  e-commerce  transaction  development  and  processing
services.

The  closest  direct  competition  to the services provided by the Company comes
from iCat, ViaWeb, iBill and Octagon.  Each of these companies provides software
for  e-commerce  transaction processing and hosts companies wanting to outsource
the  e-commerce  portion of their websites.  However, many of these companies do
not provide the back-office services, business services, customer service, order
tracking,  or  technical  services.  The  Company  has  chosen to concentrate on
superior  service  and  making  the  e-commerce  transaction itself easy for the
client and their customers - safe, secure and timely.  The Company's competitive
advantage  is  derived  from  the  fact  that  it provides a complete e-commerce
solution/service  to  these  businesses.

<PAGE>

The  market  for  customer-premise  telecommunications  products  is  highly
competitive.  CallDirect  competes  with  a  variety  of traditional dealers and
retailers,  including  catalog  companies,  electronics specialty stores, office
products  and  computer superstores.  A variety of external and internal factors
could  effect  its  ability  to  compete,  including:

-     the  function,  performance, price and reliability of the products offered
by  CallDirect  and  its  competitors;

-     the  timing  and  success of CallDirect and its competitors' new products;

-     development  efforts;  and

-     the  effectiveness  of  CallDirect and its competitors' marketing efforts.

Certain  of  CallDirect's  competitors have greater financial, technical, sales,
marketing,  and  other  resources  than  its has.  CallDirect may not be able to
compete effectively against existing competitors or against new competitors that
may  enter the market.  In addition, while CallDirect currently does not know of
any  competitor  specializing in distributing a broad line of telecommunications
products  directly to business end users via catalog, outbound telemarketing and
the  Internet, it may not be able to compete successfully in the future in these
direct  marketing  channels,  which may attract new market entrants, or in other
channels  that  CallDirect  may  enter  or that may be developed for the sale of
telecommunications  products.

COSTS  OF  CATALOG  MAILING,  PAPER,  AND  PRINTING  MAY  INCREASE.

Increases  in  postal  rates  and  paper and printing costs increase the cost of
catalog  mailings.  An increase in postal rates or higher than anticipated paper
and  printing  costs  could harm the Company's financial position and results of
operations  to the extent that it is unable to pass such increase directly on to
customers  by  raising  prices  or  offset  such  increase  by implementing more
efficient  printing,  mailing  and  delivery  systems.

THE  COMPANY  FACES  GOVERNMENT  REGULATIONS  RELATING  TO  MAILING  LISTS.

The  Company  is  seeking to expand its in-house list of customers and potential
customers  by  continually  renting  appropriate  mailing  lists and sending its
catalogs  to prospects obtained from these lists.  In the event that the federal
or  state  governments  enact  privacy  legislation  resulting  in the increased
regulation of mailing lists, the Company may be unable to enhance and expand its
customer  list for CallDirect.  In such event, the Company could also experience
increased  costs in complying with potentially burdensome regulations concerning
the solicitation of consents to keep or add customer names to its mailing lists.

DEPENDENCE  UPON  KEY  PERSONNEL

The  loss  of  the  services  of  any  of the Company's management and other key
employees, for any reason, may have a materially adverse effect on the prospects
of  the  Company.  The  Company  has  entered  into  a month-to-month employment
agreement  with Dennis Sinclair, the President and CEO of the Company.  As such,
there  is  nothing  preventing Dr. Sinclair from terminating his employment with
the  Company  at  any  time.  Although the Company believes that the loss of Dr.
Sinclair  will  not have a materially adverse impact upon the Company, there can
be  no assurance in this regard, nor any assurance that the Company will be able
to  find a suitable replacement for Dr. Sinclair.  Furthermore, the Company does
not  maintain "key man" life insurance on the lives of Dr. Sinclair or any other
officers of the Company.  To the extent that the services of any key employee of
the  Company  become  unavailable,  the Company will be required to retain other
qualified  persons;  however,  there can be no assurance that it will be able to
employ  qualified  persons  upon  acceptable  terms.

The  Company's business is labour intensive and places significant importance on
its  ability  to  recruit  and retain technical and professional personnel.  The
success of the Company is therefore dependent upon its ability to identify, hire
and  retain  additional qualified personnel, for whose services the Company will
be  in  competition  with  other  prospective  employers, many of which may have

<PAGE>

significantly  greater  resources  than  the  Company.  Additionally, demand for
qualified  personnel  conversant  with  certain  technologies is intense and may
outstrip  supply  as  new  and  additional skills are required to keep pace with
evolving  computer  technology.  There can be no assurance that the Company will
be able to hire and, if so, retain such additional qualified personnel.  Failure
to attract and retain such personnel could have a materially adverse effect upon
the  Company.

RELIANCE  UPON  TECHNOLOGY  AND  COMPUTER  SYSTEMS

The  Company's  Call  Center  and  transaction  processing  systems  utilize
sophisticated  and  specialized  telecommunications,  network  and  computer
technology,  and  have  focused on the application of these technologies to meet
its  clients'  needs.  The  Company  anticipates  that  it  will be necessary to
continue  to invest in and develop new and enhanced technology on a timely basis
to  maintain  its  competitiveness.  Significant  capital  expenditures  may  be
required  to  keep  its  technology  up  to date.  Investments in technology and
future  investments in upgrades and enhancements to software for such technology
may  not  necessarily  maintain  the  Company's  competitiveness.  The Company's
future success will also depend in part on its ability to anticipate and develop
information  technology  solutions  which  keep  pace  with  evolving  industry
standards  and  changing  client  demands.

In  addition,  the  Company's business is highly dependent upon its computer and
telephone equipment and software systems, and the temporary or permanent loss of
such equipment or systems, through casualty, operating malfunction or otherwise,
could have a materially adverse effect upon the Company.  The Company's business
systems  depend on the smooth operation of computer systems that may be affected
by  circumstances  beyond  its  control.  Events  that  could  cause  system
interruptions  are:

-     fire;
-     earthquake;
-     hurricane;
-     power  loss;
-     telecommunications  failure;  and/or
-     unauthorized  entry  or  other  events.

The  Company  has experienced growing transaction volumes that have occasionally
exceeded  its ability to process them.  There is a possibility that its existing
systems may be inadequate if demand increases  substantially.  Finally, although
the  Company  backs  up  data as a matter of course, and takes other measures to
protect against loss, there is still a certain degree of risk of such losses.  A
system  outage  or  data  loss  could  adversely  affect  its  business.

Despite  the  security  measures  the  Company  maintains,  its systems  may  be
vulnerable  to  computer viruses, hackers, rogue employees or similar sources of
disruption.  Any interruptions in its operations could have a materially adverse
effect on its business.  Any problem of this nature could result in  significant
liability  to  customers  or  financial  institutions  and may  deter  potential
customers  from  using its services.  The Company attempts to limit this sort of
liability  through  back-up  systems,  contractual  provisions  and  insurance.
However,  there  is  no  assurance  that  these contractual limitations would be
enforceable, or that the Company's insurance coverage would be adequate to cover
potential  liabilities.

SOFTWARE  DEFECTS  OR  DELAYS  IN  PRODUCT  DEVELOPMENT

Internet  applications  are  complex  and  rely  on  sophisticated  software,
technologically  advanced  hardware,  and  the integration of often-incompatible
operating  systems.  For  these  reasons,  system  development  often encounters
developmental  delays.  Software  may  contain  undetected  errors.  Systematic
failure may occur when revisions are brought on line or when demand for services
increases. The Company may experience unanticipated delays in the development of
software  or implementation on systems underlying its services.  Despite testing
by  potential  customers  and  the Company, it is possible that its software may
nevertheless  contain  errors,  and  this  could  have  an adverse effect on its
business.

<PAGE>

DEPENDENCE  UPON  TREND  TOWARD  OUTSOURCING

The  Company's  Call Center and e-commerce businesses and growth depend in large
part  on  the  industry  trend  toward  outsourcing  information  technology and
administrative  services.  There  can  be  no  assurance  that  this  trend will
continue,  as  organizations  may  elect to perform such services in-house.  The
Company  intends  to  alleviate  its  dependence  upon any one revenue stream by
expanding  its business operations vertically and horizontally.  Nevertheless, a
significant  change in the direction of this trend toward outsourcing could have
a  material  adverse  effect  on  the  Company.

RISK  OF  EMERGENCY  INTERRUPTION  OF  CALL  CENTER  AND  NETWORK  OPERATIONS

The  Company's  operations  are  dependent  upon its ability to protect its Call
Center,  its  e-commerce  business  and its information databases against damage
that  may  be  caused  by  fire,  power  failure,  telecommunications  failures,
unauthorized intrusion, computer viruses and other emergencies.  The Company has
taken  precautions  to  protect  itself and its customers from events that could
interrupt  delivery  of  the  Company's  services.  These  precautions  include
off-site  storage of backup data, fire protection and physical security systems,
backup  power  generators  and  a  disaster  recovery  plan.  The  Company  also
maintains  business  interruption  insurance  in  amounts  the Company considers
adequate.  Notwithstanding  such  precautions,  there can be no assurance that a
fire,  natural  disaster,  human  error, equipment malfunction or inadequacy, or
other  event  will  not  occur.

Similar  precautions  have  been implemented with the development of the network
and  telecommunication  systems  for  the  e-commerce  transaction  processing
business.  Duplication  has  been  built  into  the networks by having redundant
equipment  maintained  onsite.  Back-up  generators and power protection systems
have  been  installed  to  ensure  continuous operations and firewalls have been
installed  to  ensure  system  integrity  and  safety.  Duplicate  providers  of
bandwidth  have  been  chosen to ensure that connectivity will be uninterrupted.
All  of  this ensures that customers and vendors will have continuous service to
the  e-commerce  systems,  barring  a  complete  interruption  of  the
telecommunications  and power infrastructures. Notwithstanding such precautions,
there  can be no assurance that a fire, natural disaster, human error, equipment
malfunction  or  inadequacy,  or  other  event  will  not  occur.

UNCERTAIN  ABILITY  TO  MANAGE  GROWTH

The  Company's  ability to achieve its planned growth is dependent upon a number
of  factors  including,  but  not  limited  to,  its  ability to hire, train and
assimilate  management  and  other  employees,  the  adequacy  of  the Company's
financial  resources,  the Company's ability to identify and efficiently provide
and  perform  such  new  products  and  services  as the Company's customers may
require  in  the  future and its ability to adapt its own systems to accommodate
its  expanded  operations.  In  addition,  there  can  be  no assurance that the
Company will be able to achieve its planned expansion or that it will be able to
manage  successfully  such  expanded  operations.  Failure to manage anticipated
growth effectively and efficiently could have a materially adverse effect on the
Company.

IMPLEMENTATION  OF  ACQUISITION  STRATEGY

Although  the Company has recently completed the acquisition of the Call Center,
VirtualSellers.com  and  CallDirect,  it  intends  to pursue other acquisitions.
There  can  be  no  assurance that the Company will be able to consummate or, if
consummated,  successfully  integrate  the  operations  and management of future
acquisitions.  Acquisitions  involve  significant  risks  which  could  have  a
materially  adverse  effect  on  the  Company,  including:  (i)  diversion  of
management's  attention to the assimilation of the business to be acquired; (ii)
the  risk  that  the  acquired  business  will  fail  to maintain the quality of
services that the Company has historically provided; (iii) the need to implement
financial and other systems and add management resources; (iv) the risk that key
employees  of  the  acquired  business  will  leave  after  the acquisition; (v)
potential  liabilities of the acquired business; (vi) unforeseen difficulties in
the  acquired  operations;  (vii)  adverse  short-term  effects on the Company's
operating  results;  (viii)  lack  of success in assimilating or integrating the
operations  of  acquired businesses with those of the Company; (ix) the dilutive
effect  of  the  issuance of additional equity securities; (x) the incurrence of

<PAGE>

additional  debt;  and  (xi)  the  amortization of goodwill and other intangible
assets  involved  in  any acquisitions that are accounted for using the purchase
method  of  accounting.  There  can  be  no  assurance  that  the  Company  will
successfully  implement  its acquisition strategy.  Furthermore, there can be no
assurance  that any acquisition will achieve levels of revenue and profitability
or  otherwise  perform  as  expected,  or  be consummated on acceptable terms to
enhance  shareholder value. The Company, however, continues to monitor
acquisition  opportunities.

RAPID  TECHNOLOGICAL  CHANGE

The  future success of the Company will depend in large part upon its ability to
keep  pace  with  technology.  Rapid  changes  have  occurred, and are likely to
continue  to  occur.  There  can  be no assurance that the Company's development
efforts  will  not  be  rendered  obsolete by research efforts and technological
advances  made  by  others.  The  market  for information technology services is
characterized  by  rapid  technological  advances,  frequent  new  product
introductions  and enhancements, and changes in customer requirements.  Although
the Company believes that the Call Center and e-commerce business are sufficient
for  the  present,  the  Company believes that its future success will depend in
large  part  on  its  ability  to  service  new  products, platforms and rapidly
changing  technology.  These  factors  will  require  the  Company  to  provide
adequately  trained personnel to address the increasingly sophisticated, complex
and  evolving  needs  of  its customers.  The Company's ability to capitalize on
future  acquisitions in the Call Center and e-commerce industries will depend on
its ability to (i) enhance its software and successfully integrate such software
into  the Company's technical product support services, (ii) adapt such software
to new hardware and operating system requirements and (iii) develop new software
products  in  an  industry  characterized  by  increasingly  rapid  product  and
technological obsolescence.  Any failure by the Company to anticipate or respond
rapidly  to technological advances, new products and enhancements, or changes in
customer  requirements  could  have  a materially adverse effect on the Company.

LIMITED  SALES  FORCE  AND  NEW  DISTRIBUTION  CHANNELS

The  Company  has  only  a  limited number of sales and marketing employees and,
therefore, it relies heavily on distribution channels for sales of its products.
Because of the rapidly evolving nature of Internet business,  the Company is not
certain  that  established  distribution  channels for its products and services
will be an adequate network for it to achieve its goals, or that it will be able
to  develop  alternative  channels.

THE  COMPANY'S  QUARTERLY  OPERATING  RESULTS  ARE  LIKELY  TO  FLUCTUATE.

The Company has experienced and will continue to experience quarterly variations
in  net  sales  and  net  income  as  a  result  of  many factors, including the
following:

-     the  number  and  timing  of  catalog  mailings;

-     catalog  response  rates;

-     product  mix;

-     the  level  of  selling,  general  and  administrative  expenses;

-     the  timing  and  level  of  product  development  expenses;  and

-     the  timing  and success of the Company's and its competitors' new product
introductions.

The  Company  plans its operating expenditures based on sales forecasts.  If the
Company's  net  sales  are  below  its  expectations  in  any given quarter, its
operating  results  will  suffer.  Due  to the foregoing factors, in some future
quarter  the Company's operating results may be below the expectations of public
market analysts and investors.  In such event, the price of the Company's common
shares  would  likely  suffer.

THE  COMPANY  NEEDS  TO  DEVELOP  NEW  PRODUCTS  SUCCESSFULLY.

The market for telecommunications products is generally characterized by rapidly
changing technology that can render existing products obsolete and unmarketable.

<PAGE>

The Company believes its current and future success of CallDirect will depend on
its  ability  to  identify,  develop,  or  source and successfully introduce and
market,  in  a  timely  manner,  enhancements  to  its existing products and new
products  that respond effectively to technological change.  To accomplish this,
the  Company  intends  to  consult with its direct customer contacts and use its
product  development  capabilities.  The  Company  has experienced delays in the
past  in  introducing  certain  of  its  products  and  could  encounter similar
technical  difficulties  in  the  future  that  could  result in delayed product
introductions or expensive recalls.  The Company may not successfully anticipate
technological  changes  or  select  and  develop  new and enhanced products on a
timely  basis.  In  addition,  if  the  Company is able to develop or source any
products,  these  products  may  not  gain  market  acceptance.

MOST  OF  THE  COMPANY'S  AGREEMENTS  ARE  SHORT  TERM

The  standard  customer  agreement  for both customers of the Call Center and of
Virtualsellers.com  are short-term and can be terminated without cause by either
party.  The  Company  expects  that  there will be terminations and non-renewals
from  time to time and that it may not be able to replace  all of these clients.
The  Company's financial performance could be damaged by a significant number of
terminations  or  non-renewals.

THE COMPANY IS DEPENDANT ON THE GROWTH OF THE INTERNET AS A COMMUNICATION MEDIUM
AND  AS  A  VEHICLE  FOR  COMMERCE

Use  of  the Internet by businesses and consumers as a medium for commerce is at
an  early  stage  of  development.  It  is  therefore  subject  to  uncertainty.
E-commerce  is  a  relatively recent development.  The Company cannot be certain
that  acceptance  and  use  of  the  Internet will continue to develop or that a
sufficiently  broad base of businesses and consumers will adopt, and continue to
use,  the  Internet  to  exchange  goods  and  services.

The  development  of  the  Internet  as  a commercial marketplace may occur more
slowly  than anticipated.  Factors influencing its growth include development of
the  necessary  network  infrastructure and associated  technologies.  Delays in
the  development  or  adoption of new standards and protocols required to handle
increased  levels  of  Internet  activity  could also have a detrimental effect.
These factors could result in slower response times or adversely affect usage of
the  Internet,  resulting  in  lower  numbers  of  e-commerce  transactions  and
decreased  demand  for  its  services.

INTERNET  TECHNOLOGY  IS  RAPIDLY  CHANGING

The  market  for  Internet products and services is in a constant state of flux,
characterized  by  rapid  technological  developments  and  changing  industry
standards.  New products are introduced constantly as bandwidth becomes cheaper.
As Internet access becomes more widely available, the Company may be required to
make significant changes to the design and content of its products and services.
Failure  to  effectively  adapt to these or any other technological developments
could  adversely  affect the Company's business, operating results and financial
condition.

PROTECTION  OF  TRADENAMES  AND  DOMAIN  NAMES  AGAINST  ALL  INFRINGERS

The  Company  currently  holds  the Internet domain name "virtualsellers.com" as
well as various other related names, and it uses  "VirtualSellers" and "TAME" as
tradenames.  Domain  names generally are regulated by Internet regulatory bodies
and  are  subject  to  change and may be superseded, in some cases, by the laws,
rules  and  regulations  governing the registration of tradenames and trademarks
with the United States  Patent and Trademark Office and certain other common law
rights.  In  the  event, the domain registrars are changed, new ones are created
or  the  Company  is  deemed  to  be  infringing  upon  another's  tradename  or
trademark,  it could be unable to prevent third parties from acquiring or using,
as  the  case  may  be,  its  domain  name, tradenames or trademarks which could
adversely  affect  its  brand  name  and  other  proprietary  rights.

THE  COMPANY  FACES  RISKS  ASSOCIATED  WITH  INTELLECTUAL  PROPERTY  RIGHTS

The  Company  relies  on a combination of patent, copyright, trademark and trade
secret laws, and contractual provisions to protect its proprietary rights in its
products  and  services.  As part of its confidentiality procedures, the Company
generally enters into non-disclosure agreements with its employees, contractors,
consultants,  distributors,  and  corporate  partners,  and limits access to and

<PAGE>

distribution  of its software, documentation, and other proprietary information.
Despite  these  precautions, a third party may possibly copy or otherwise obtain
and  use  its  products  or  technology  independently.  In  addition, effective
protection  of  intellectual  property  rights  may be unavailable or limited in
certain  foreign  countries.

No  material  claims  are  currently  pending  regarding the infringement of the
proprietary  rights  of  third parties by the Company's products, trademarks, or
other  proprietary  rights.  However,  the  Company  may receive, in the future,
communications  from  third parties asserting that its products infringe, or may
infringe,  the  proprietary rights of third parties.  In the event of litigation
to determine the validity of any third-party claims, such litigation, whether or
not  determined in its favor, could result in significant expense to the Company
and divert the efforts of its technical and management personnel from productive
tasks.  In  the event of an adverse ruling in such litigation, the Company might
be  required  to  discontinue  the  use  and sale of infringing products, expend
significant  resources  to develop non-infringing technology, or obtain licenses
to  infringing  technology.  The Company may not be able to obtain a license for
the  disputed  third-party  technology on reasonable commercial terms or at all.
If  someone  asserts  a successful claim against the Company and it is unable to
develop or license a substitute technology, the Company's business would suffer.

THE  COMPANY'S  LIMITED  MARKETING  AND  SALES  RESOURCES  COULD PREVENT IT FROM
EFFECTIVELY  MARKETING  ITS  PRODUCTS  AND  SERVICES

The  Company  has  limited internal marketing and sales resources and personnel.
In  order  to  market  any products and services it may develop, it will have to
either  develop  a  marketing  and  sales  force  with  technical  expertise and
distribution  capability  or  outsource  such duties to independent contractors.
There  can  be no assurance that the Company will be able to establish sales and
distribution  capabilities  or  that  it  will  be  successful in gaining market
acceptance  for  any  products  or  services  it  may  develop.  There can be no
assurance  that  the  Company  will be able to recruit skilled sales, marketing,
service  or  support  personnel,  that  agreements  with  distributors  will  be
available  on  terms  commercially reasonable to the Company, or at all, or that
its  marketing  and  sales  efforts will be successful.  Failure to successfully
establish  a marketing and sales organization, whether directly or through third
parties,  would  have  a  materially  adverse  effect on its business, financial
condition,  cash  flows,  and  results  of  operations.  To  the extent that the
Company  arranges  with  third  parties  to market its products or services, the
success  of  such  products and services may depend on the efforts of such third
parties.  There can be no assurance that any of its proposed marketing schedules
or  plans  can  or  will  be  met.

THE  COMPANY MAY NOT BE ABLE TO PROTECT ITS PATENTS AND PROPRIETARY  TECHNOLOGY,
WHICH  COULD  HAVE  A  MATERIALLY  ADVERSE  EFFECT  ON  ITS  BUSINESS

The  Company's  ability  to  compete  effectively in the e-commerce industry may
depend  on  its  success  in  developing and marketing its products and services
and/or  acquiring  other  suitable  e-commerce  businesses  and  protecting  its
proprietary  technology,  both  in  the  United  States  and abroad.  The patent
positions  of  technology  companies generally involve complex legal and factual
questions.  There  can be no assurances that any patent that the Company applies
for  will  be  issued,  or  that  any  patents  issued  will  not be challenged,
invalidated, or circumvented, or that the rights granted thereunder will provide
any competitive advantage.  The Company may incur substantial costs in defending
any  patent  or license infringement suits or in asserting any patent or license
rights,  including  those  granted by third parties, the expenditure of which it
might  not  be  able  to  afford.

THE  COMPANY'S  STOCK  PRICE  IS  EXTREMELY  VOLATILE

The  trading price of the Company's common shares has been, and in the future is
expected to be, volatile and expect to experience further market fluctuations as
a result of a number of factors.  These factors include, but are not limited to,
current  and  anticipated  results  of  operations  as  well  as  changes in the
Company's  business,  operations  or  financial  results, the timing of sales of
common  shares by selling shareholders, prospects of general market and economic
conditions  and  other  factors.

<PAGE>

THE  COMPANY'S  COMMON  STOCK  IS  TRADED  ON  THE  OTC  BULLETIN  BOARD

The  Company's  common shares are currently traded on the OTC Bulletin Board and
are  not  listed  for trading on the NASDAQ system.  An issuer must meet certain
quantitative  criteria relating to its total assets, its capital and the trading
prices  of its securities to be included on the NASDAQ system.  In addition, the
NASDAQ staff may consider other factors, such as the issuer's management and the
circumstances  surrounding  the issuer's operations, when determining whether to
approve an issuer's application for inclusion in the NASDAQ system.  The Company
cannot  guarantee  that  it  will  ever  by  listed on NASDAQ or any other stock
exchange  or  automated quotation system.  As a result, it may be more difficult
to  dispose  of,  or  to  obtain  adequate  quotations  as to, the prices of the
Company's  common  stock.

RELIANCE  ON  COLLABORATIVE  RELATIONSHIPS

The Company plans to pursue collaborative arrangements with other market leaders
to  develop,  manufacture  and market e-commerce and telecommunication services.
One  such  agreement  already  exists  with  ASI, a web hosting company that has
160,000  business  available  to  market its complete e-commerce solutions.  The
Company's future success will depend in large part on its ability to continue to
form  collaborative  arrangements  with third parties, its strategic interest in
the  potential  products  under  development  and,  eventually,  its  success in
marketing  or  willingness  to  purchase  any such products.  These programs may
require the Company to share control over its marketing programs or restrict its
ability  to  engage  in  certain  areas  of  product development, production and
marketing.  These  programs may also be subject to unilateral termination by the
Company's collaborative partners without cause or default and without an ability
to  cure  any  defaults.  Accordingly, the Company may compete with its partners
(and  others to whom disclosure maybe made) for commercial sales of any products
or services developed in these arrangements.  There can be no assurance that the
Company  will  be  able to enter into collaborative arrangements on commercially
reasonable  terms,  that  these  arrangements,  if  established,  will result in
successful programs to develop, manufacture or market products or that, if those
programs  are  successful, the Company's collaborative partners will not seek to
compete  directly  through  jointly developed products themselves or obtain them
from  alternative  sources.

NEED  FOR  ADDITIONAL  FINANCING

The  Company  currently  has  a  working capital surplus of $119,783 but has had
significant  working capital deficiencies in the past.  As of February 29, 2000,
the  accumulated  deficit  was  $100,445,398.  Furthermore,  the  Company  has
experienced  negative  cash  flows  during  each  of  the  last  three  years of
operations.  The  Company  has  historically depended upon capital infusion from
the  issuance of long term debt and equity securities to provide the cash needed
to  fund operations.  The Company's ability to continue in business depends upon
its  continued  ability  to  obtain significant financing from external sources.
The Company is currently raising additional funds through the sale of additional
equity  and is looking to secure asset financing for network computer equipment.
If  this  additional  capital  were  raised  through  borrowing  or  other  debt
financing,  the  Company  would  incur  substantial additional interest expense.
Sales  of  additional  equity  securities,  through  a  traditional underwritten
offering,  would  dilute,  on  a pro rata basis, the percentage ownership of all
holders  of  common  shares.  There  can be no assurance that any such financing
would  be  available  upon terms and conditions acceptable to the Company, if at
all.  The  inability  to obtain additional financing in a sufficient amount when
needed  and  upon  acceptable terms and conditions could have a material adverse
effect  upon  the  Company.

Although the Company believes that it can raise financing sufficient to meet its
immediate  needs, it will require funds to finance its development and marketing
activities  in  the  future.  There  can be no assurance that such funds will be
available  or  available  on  terms  satisfactory to the Company.  If additional
funds  are  raised by issuing equity securities, further dilution to existing or
future stockholders is likely to result.  If adequate funds are not available on

<PAGE>

acceptable  terms  when needed, the Company may be required to delay, scale-back
or eliminate marketing of one or more of its products or development programs or
obtain funds through arrangements with collaborative partners or others that may
require the Company to relinquish rights to certain of its technologies, product
candidates  or  potential  products  that  it  would  not  otherwise relinquish.
Inadequate  funding  also  could  impair the Company's ability to compete in the
marketplace and could result in its dissolution.  The Company regularly examines
opportunities  to expand its technology base and product line through means such
as  licenses,  joint  ventures and acquisition of assets of ongoing business and
may  issue  securities  in  connection  with  such  transactions.  However,  no
commitments  to enter into or pursue any such transaction have been made at this
time  and there can be no assurance that any such discussions will result in any
transaction  being  concluded  in  the  future.

AUTHORIZATION  AND  DISCRETIONARY  ISSUANCE  OF  PREFERRED  STOCK

The  Company  is  authorized  to  issue  150,000,000 each of Class A and Class B
Preference  Shares,  with  such  designations,  rights and preferences as may be
determined  from  time  to  time  by  its  Board of Directors.  Accordingly, the
Company's  Board  of  Directors  is  empowered, without stockholder approval, to
issue  Preference  Shares with dividend, liquidation, conversion or other rights
which  could  adversely  affect  the  rights of the Company's Shareholders.  The
issuance  of  Preference  Shares could, among other things, adversely affect the
voting  power  of  the  Company's Shareholders and, under certain circumstances,
make  it  more  difficult  for  a  third  party  to gain control of the Company,
discourage bids for common shares at a premium or otherwise adversely affect the
market  price  for  common  shares.

LIMITED  LIABILITY  OF  DIRECTORS,  OFFICERS  AND  OTHERS

The  Company's  bylaws contain provisions limiting the liability of officers and
directors  of  the  Company  for  all  acts,  receipts,  neglects or defaults of
themselves  and  all other officers or directors of the Company or for any other
loss,  damage  or  expense  happening  to  the Company which shall happen in the
execution  of  the  duties  of  such officers or directors.  Such limitations on
liability  may  reduce  the likelihood of derivative litigation against officers
and  directors  of  the  Company  and  may  discourage  or  deter  the Company's
shareholders  from  suing  officers  and  directors  of  the  Company based upon
breaches  of  their duties to the Company, though such an action, if successful,
might  otherwise  benefit  the  Company  and  its  shareholders.

POTENTIAL  EXPENSES  ARISING  FROM  INDEMNIFICATION  OF  OFFICERS  AND DIRECTORS

The  Company's bylaws contain provisions entitling its directors and officers to
indemnification  from all costs, charges, expenses, including any amount paid to
settle  an  action  or satisfy a judgment reasonably incurred by such officer or
director  with  respect  to  any  civil,  criminal  or  administrative action or
proceeding  to which such officer or director is made a party by reason of being
or  having  been  an  officer  or  director  of  the  Company.  The  Company has
authorized  the  indemnification  of  its  officers  and directors in such other
circumstances  permitted  under  the  CBCA  which  may  reduce the likelihood of
derivative litigation against directors and officers and may discourage or deter
shareholders  from  suing  directors or officers for breaches of their duties to
the  Company,  though such an action, if successful, might otherwise benefit the
Company  and  its  shareholders.  The  Company's  bylaws  also  provide  for the
indemnification  of directors and officers of the Company from judgments, fines,
amounts  paid  in settlement and reasonable expenses as a result of an action or
proceeding  in  which  they  may be involved by reason of being or having been a
director  or officer of the Company as long as the acts were done in good faith.
The  Company  is  not  presently  aware  of any claims which would result in its
indemnification of its directors and officers.  Such provisions do not eliminate
the  personal  liability of its directors and officers for monetary damages as a
result  of  a  breach  of  fiduciary  duty.  The  Company will indemnify against
reasonable  costs  and  expenses incurred in connection with any action, suit or
proceeding  to  which any of such individuals were made a party by reason of his
or  her  being or having been such a director of officer, unless such person has
been  adjudicated to have been liable for negligence or misconduct in his or her
corporate  duties.  Although  the  Company  may obtain an insurance policy which
will  cover such indemnity, there can be no assurance that such a policy will be
available  or  that,  if available, it will be adequate.  To the extent that the
Company  is  required  to  expend  funds to indemnify officers and directors, it
could  have  a  materially  adverse  effect  upon the financial condition of the
Company.

Furthermore,  the  Company's  bylaws  allow  for  insurance  for  the benefit of
officers  and  directors  of  the  Company  against such liabilities and in such
amounts  as  the  Board  of  Directors  may  determine.  The  Company  currently
subscribes to Directors and Officers Liability Insurance from Tri-City Brokerage
of  Illinois,  Inc.  for  $2,000,000  for each claim and as an annual aggregate.

DILUTION  AND  DIVIDEND  POLICY

The grant and exercise warrants of creditors or otherwise or stock options would
likely  result  in  a dilution of the value of the common shares.  Moreover, the

<PAGE>

Company  may  seek authorization to increase the number of its authorized common
shares  and  to  sell  additional  securities  and/or  rights  to  purchase such
securities  at  any  time  in  the  future.  Dilution of the value of the common
shares  would  likely  result  from  such  sales.

In  addition,  the  Company  may  determine to grant additional stock options or
other  forms  of equity-based incentive compensation to the Company's management
and/or  employees to attract and retain such personnel.  The Company also may in
the  future  offer  equity  participation  in  connection  with the obtaining of
non-equity  financing,  such  as  debt  or  leasing  arrangements accompanied by
warrants  to  purchase  equity  securities of the Company.  Any of these actions
could  have  a  dilutive  effect  upon  the  holders  of  the  common  shares.

The  Company  has  never  paid a cash dividend on the common shares and does not
expect  to  pay  dividends  in  the  foreseeable  future.

ANTI-TAKEOVER  PROVISIONS

At  the  present  time,  the  Company's  Board  of Directors has not adopted any
shareholder  rights  plan  or  any  anti-takeover  provisions  in its Charter or
Bylaws.

ITEM  2.     PROPERTIES.

The  Company  currently  has  three  leased  office  locations:

-     The  Company leases office space located at Suite 1000, 120 North LaSalle,
Chicago,  Illinois,  60602.  The office space is approximately 3,100 square feet
and is leased for a three year term which commenced August 1, 1998 for a monthly
base rent of $3,020 (annual base rent of $36,240), plus property operating costs
and  taxes.

-     The  Company,  through  its  subsidiary  NorthNet Telecommunications Inc.,
leases  the  premises  which houses the Company's Call Center located at 68 - 74
South Park Boulevard, Greenwood, Indiana.  This is approximately an 8,000 square
foot  facility  and is leased for a five year term which commenced on January 1,
1998  for  a  monthly  base  rent  of  $6,332 (annual base rent of $75,984) plus
property  operating  costs  and  taxes.

-     The  Company  leases  a warehouse facility located at 3075 Tollview Drive,
Rolling  Meadows,  Illinois  to  house  its  e-commerce  business.  This  is
approximately  an 20,000 square foot facility and is leased for a five year term
which  commenced  June  1, 1999 for a monthly base rent during the first year of
$18,333  (annual base rent of $219,996) plus property operating costs and taxes.

-     CallDirect,  operated by the Company's subsidiary Preferred Telemanagement
Inc.,  leases office space at 13100 Smallwood Place, Richmond, British Columbia,
V6V  2B6.  The office space consists of approximately 2,400 rentable square feet
of  warehouse and 3,585 rentable square feet of office space and is leased for a
period  of  5  years, expiring on April 30, 2002.  the annual base rent for 2001
will  be  $29,511  and  the  annual  base  rent for partial year in 2002 will be
$7,378,  plus  property  operating  costs  and  taxes.

ITEM  3.     LEGAL  PROCEEDINGS.

On  November  15,  1999,  Stephen  M.  Meade commenced a lawsuit in the Illinois
Circuit  Court  of Cook County Department, Chancery Division, against Dorothy A.
Tomek,  Kevin  A. Weilgus, Dennis Sinclair, Michael Krawitz, VirtualSellers.com,
Inc.  (an  Illinois corporation) (the "Vendor") and the Company.  Details of the
lawsuit were reported in the Company's Form 10-Q filed January 14, 2000.  On May
23,  2000,  the  parties agreed to settle and dismiss the lawsuit with prejudice
against  the  Plaintiff.  The  settlement does not require the Company or Dennis
Sinclair  to  pay  any  consideration  to  the  Plaintiff  or  any  other party.

On  May  16,  2000,  Cary  Berman commenced a lawsuit against the Company in the
Illinois  Circuit  Court  of  Cook County, County Department, Chancery Division.
Mr.  Berman  claims  as  follows:

<PAGE>

-     Mr.  Berman  claims that he is entitled to 250,000 common shares issued to
him  on  August  11,  1999 as compensation for services provided to the Company.
The  Company  asserts that those shares were wrongfully issued to Mr. Berman and
must  be  returned  to  the  Company  for  cancellation.

-     Mr.  Berman  claims  he is entitled to purchase a further $20,000 worth of
common shares at $0.13 per common share as part of a private placement conducted
by  the  Company.  The  Company  asserts  that  since  the private placement was
oversubscribed,  it  returned one-half of Mr. Berman's original subscription for
$40,000.  The  Company  retained the right to reject any subscriptions that were
received  in  the  private  placement.

-     Mr.  Berman  also  claims damages of $200,000 when he was not able to sell
certain  common  shares on the open market as of May 5, 2000.  The common shares
were  issued  to Mr. Berman on May 11, 1999 and accordingly, the Company advised
Mr.  Berman  that  he could not sell any shares under Rule 144 until expiry of a
one  year  hold  period  which  expired  on  May  11,  2000.

Vancouver  Telephone Company Ltd. ("VanTel") is a former customer of the Company
who  has  refused  to  pay outstanding invoices totaling approximately $500,000.
The  Company  commenced  a  lawsuit  in  November,  1996 in the Supreme Court of
British  Columbia  (Vancouver  Registry)  seeking payment of the monies.  VanTel
raised  the  defenses  that  the  Company:  (a)  failed  to  provide contractual
services  to  VanTel  in  a  manner  and  of  a  quality required by VanTel; (b)
unilaterally  terminated  the  contract  between  the Company and VanTel without
adequate  notice  or proper cause; and (c) failed to give proper notice of price
increases  to VanTel (the "Defences").  VanTel brought a counterclaim as against
the  Company, in January, 1997, alleging damages in the form of higher rates and
less  favorable  payment terms and loss of business as a result of the Company's
actions.  VanTel  has not specified the amount of its counterclaim.  The Company
was  successful  in  obtaining  an  order striking the Defences on a preliminary
motion.  VanTel  was  successful  in appealing that order and will be allowed to
pursue  its counterclaim and claim the defences it has asserted.  A trial of the
Company's  claim  has  been  scheduled for July of 2001.  Any recovery from this
lawsuit  will be paid as follows: 6% to the CNC creditor pool and the balance to
the  Company  without  the requirement to distribute them as dividends under the
Plan.

ITEM  4.     SUBMISSIONS  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS.

None.

                                     PART II

ITEM  5.     MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED STOCKHOLDER
MATTERS.

The  Company's  common  shares  trade  in  the  United  States  on  the National
Association  of  Securities  Dealers  Over-the-Counter  Bulletin Board (the "OTC
Bulletin  Board")  with  the  symbol  "VDOT"  and  CUSIP#  92825Y105.

The  table  set  forth  below  lists  the volume of trading and high and low bid
prices  on  the  OTC Bulletin Board for the Company's common shares for the last
two  fiscal  years(1).  The  closing  price  on  May  10,  2000  was  $1.875.

QUARTER  ENDED                     HIGH               LOW             VOLUME
-----------------------------------------------------------------------------
May  31,  1998                     0.75               0.12         14,199,500
August  31,  1998                  0.52               0.25         10,695,600
November  30,  1998                0.40               0.12         14,078,000
February  28,  1999                0.70               0.155        40,085,600
May  31,  1999                     0.33               0.13          9,240,900
August  31,  1999                  0.39               0.175        24,561,300

<PAGE>

November  30,  1999                0.27               0.175        12,899,100
February  29,  2000                8.063              0.165       209,122,100
===================                =====              =====       ===========
(1)     The  Company's common shares commenced trading on November 5, 1997.  The
quotations  above reflect inter-dealer prices, without retail mark-up, mark-down
or  commission  and  may  not  represent  actual  transactions.

The  Company's  common shares are issued in registered form.  The Montreal Trust
Company  of  Canada, 4th Floor, 510 Burrard Street, Vancouver, British Columbia,
Canada,  is  the  registrar  and transfer agent for the Company's common shares.

On  May  10, 2000, the shareholders' list for the Company's common shares showed
1989  registered  shareholders  and  126,973,637  common  shares  outstanding.

The  Company  has  not  declared  any dividends since incorporation and does not
anticipate  that it will do so in the foreseeable future.  Although there are no
restrictions  that  limit  the  ability to pay dividends on the Company's common
shares, the intention of the Company is to retain future earnings for use in its
operations  and  the  expansion  of  its  business.

Recent  Sales  of  Unregistered  Securities

Quarter  Ended  May  31,  1999

On  February 3, 1999, the Company issued an aggregate of 62,829 common shares to
four creditors pursuant to the conversion of certain warrants issued to a number
of  creditors of the Company pursuant to the CCAA Proceedings.  The warrants and
the common shares were issued pursuant to Section 3(a)(10) of the Securities Act
of  1933.

On  February 25, 1999, the Company issued an aggregate of 4,961748 common shares
to  six  creditors  pursuant  to  the conversion of certain warrants issued to a
number  of  creditors  of  the  Company  pursuant  to the CCAA Proceedings.  The
warrants  and  the common shares were issued pursuant to Section 3(a)(10) of the
Securities  Act  of  1933.

On  April 6, 1999, the Company issued an aggregate of 309,388 common shares at a
deemed  price  of  $0.10  per  common  share,  relying  on  Section  4(2) of the
Securities  Act  of 1933, to six employees in consideration of services rendered
by  these  employees  to  the  Company.

On  April  28,  1999,  the  Company issued an aggregate of 500,000 common shares
relying  on  Section  4(2) and Rule 506 of Regulation D of the Securities Act of
1933  at  a  deemed  price  of  $0.10  per  common share in consideration of the
acquisition  of  certain  assets  of  VirtualSellers.com,  Inc.  (Illinois
corporation).  The  Company  also  issued  361,710  share  purchase  warrants to
VirtualSellers.com, Inc. relying on Section 4(2) and Rule 506 of Regulation D of
the  Securities Act of 1933.  The warrants entitle it to purchase one additional
common  share  in  the  capital of the Company at a price of CDN$1.50 per common
share for a period of two years from April 23, 1999.  The Company also issued an
aggregate  of  2,500,000  common  shares  at  a  price of $0.10 per common share
relying  on  Section 4(2) of the Securities Act of 1933 to Kevin Wielgus and Dee
Tomek  as  a  signing  bonus  for  entering  into employment agreements with the
Company.

On May 6, 1999, the Company issued 670,000 common shares at a price of $0.10 per
common  share  in  an  offshore  transaction relying on Regulation S promulgated
under  the  Securities  Act  of  1933  to  its  legal  counsel  in settlement of
outstanding  debt  owed  by  the  Company  to  its  legal  counsel.

<PAGE>

On  May 6, 1999, the Company issued an aggregate of 1,200,000 common shares at a
deemed  price  of  CDN$0.25 per common share relying on Regulation S promulgated
under  the  Securities  Act  of  1933  to  CallDirect  Capital  Corporation  as
consideration  for  the  acquisition of certain assets of CallDirect Enterprises
Inc.,  a  subsidiary of CallDirect Capital Corporation.  The Company also issued
an  aggregate  of  79,442  share  purchase  warrants  relying  on  Regulation  S
promulgated  under  the  Securities  Act  of  1933  to the existing creditors of
CallDirect,  of  which  70,220 share purchase warrants have been issued to date.
The  share  purchase  warrants entitle the holder to acquire one common share in
the  capital  of  the  Company for each share purchase warrant, at no additional
consideration,  on  or  before  September  8,  2000.

On May 11, 1999, the Company issued an aggregate of 2,000,000 common shares at a
deemed  price of $0.10 per common share relying on Section 4(2) and Regulation S
of  the  Securities  Act  of  1933 to two directors in consideration of services
rendered  by  these  directors  to  the  Company:

On  May  11, 1999, the Company issued an aggregate of 550,000 common shares at a
deemed price of $0.10 per common share, relying on Section 4(2) and Regulation S
of  the  Securities  Act of 1933, to four employees in consideration of services
rendered  by  these  employees  to  the  Company.

On May 24, 1999, the Company issued an aggregate of 3,000,000 common shares at a
deemed price of $0.10 per common share relying on Section 4(6) of the Securities
Act  of  1933  to Rolling Meadows Associates, L.L.C. (an accredited investor) in
consideration  of  one  year  of rent (valued at approximately $220,000 plus the
Company's  share  of  operating  costs)  of  its leased premises located at 3075
Tollview  Drive,  Rolling  Meadows,  Illinois.

Quarter  Ended  August  31,  1999

The  unregistered securities sold by the Company during the quarter ended August
31,  1999  were  set  forth in the Company's Quarterly Report on Form 10-Q filed
October  15,  1999.

On August 31, 1999, the Company issued an aggregate of 15,000 common shares at a
deemed  price  of  $0.10  per  common  share,  relying  on  Section  4(2) of the
Securities  Act  of 1933, to two employees in consideration of services rendered
by  these  employees  to  the  Company.

Quarter  Ended  November  30,  1999

The  unregistered  securities  sold  by  the  Company  during  the quarter ended
November  30, 1999 were set forth in the Company's Quarterly Report on Form 10-Q
filed  January  14,  2000.

Quarter  Ended  February  29,  2000

On December 10, 1999, the Company issued an aggregate of 37,500 common shares at
a  deemed  price  of  $0.13  per  common  share,  relying on Section 4(2) of the
Securities  Act of 1933, to five employees in consideration of services rendered
by  these  employees  to  the  Company.

On  December 10, 1999, the Company issued an aggregate of 30,000 common shares a
price  of  $0.10 per common share, relying on Section 4(2) of the Securities Act
of  1933,  to a consultant of the Company in consideration of certain consulting
services  performed  services  performed  for  the  Company.

On December 17, 1999, the Company issued an aggregate of 1,350,000 common shares
at  a  deemed  price  of  $0.13  per  common  share  relying on Section 4(2) and
Regulation  S of the Securities Act of 1933 to two directors in consideration of
services  rendered  by these directors to the Company.  As at February 29, 2000,
one  director agreed to cancel an aggregate of 1,000,000 of the 1,350,000 common
shares,  with  compensation  for services of this director to be determined at a
later  date.

On  December 20, 1999, the Company issued an aggregate of 9,565 common shares at
a  deemed  price of $0.50 per common share in an offshore transaction relying on
Regulation  S  promulgated under the Securities Act of 1933 to a former creditor

<PAGE>

of  CallDirect  Enterprises, Inc., which indebtedness was assumed and settled by
the  Company  in connection with the acquisition of certain assets of CallDirect
Enterprises,  Inc.

On  January  6, 2000, the Company issued an aggregate of 1,510,000 common shares
at  a  deemed price of $0.50 per common share in an offshore transaction relying
on  Regulation  S  promulgated  under  the Securities Act of 1933 to two private
investors  in  connection  with  a  private  placement the Company had conducted
earlier  in  the  quarter  ended  August  30,  1999.

On  January  6,  2000,  the  Company  issued  399,618  common shares to Dovedale
Investments  Ltd.  and  95,907  common  shares to William Becker pursuant to the
conversion  of  certain  warrants issued to a number of creditors of the Company
pursuant  to  the  CCAA  proceedings.  The  warrants  and the common shares were
issued  pursuant  to  Section  3(a)(10)  of  the  Securities  Act  of  1933.

On  January  10,  2000,  the  Company issued 523,076 common shares at a price of
$0.13  per  common  share  in  an  offshore  transaction relying on Regulation S
promulgated  under the Securities Act of 1933 to its legal counsel in settlement
of  outstanding  debt  owed  by  the  Company  to  its  legal  counsel.

On January 24, 2000, the Company issued an aggregate of 200,000 common shares at
a  deemed  price  of  CDN$10.50  per  common  share  relying on Section 4(2) and
Regulation  S of the Securities Act of 1933 to two directors in consideration of
services  rendered  by these directors to the Company.  As at February 29, 2000,
one  of  these directors agreed to cancel an aggregate of 100,000 of the 200,000
common  shares, with compensation for services of this director to be determined
at  a  later  date.

On February 2, 2000, the Company issued an aggregate of 2,432 common shares at a
deemed  price  of  $0.50  per common share in an offshore transaction relying on
Regulation  S  promulgated under the Securities Act of 1933 to a former creditor
of  CallDirect  Enterprises, Inc., which indebtedness was assumed and settled by
the  Company  in connection with the acquisition of certain assets of CallDirect
Enterprises,  Inc.

On  February 10, 2000, the Company issued an aggregate of 9,262 common shares at
a  deemed  price of $0.50 per common share in an offshore transaction relying on
Regulation  S  promulgated under the Securities Act of 1933 to a former creditor
of  CallDirect  Enterprises, Inc., which indebtedness was assumed and settled by
the  Company  in connection with the acquisition of certain assets of CallDirect
Enterprises,  Inc.

On  February  11,  2000,  the Company issued an aggregate of 300,000 shares at a
deemed price of $0.13 per common share relying on Section 4(2) of the Securities
Act of 1933 to Seth Russell and Nathan Bawden in connection with the acquisition
of  certain  assets  of  Clickshop,  a  proprietorship  operated  by  these  two
individuals.

On  February  28, 2000, the Company issued an aggregate of 450,000 common shares
at  a  deemed  price  of  $5.60  per  common  share  relying on Section 4(2) and
Regulation  S  of the Securities Act of 1933 to three directors in consideration
of  services  rendered  by  these  directors to the Company.  As at February 29,
2000,  all  three  directors  have agreed to cancel these 450,000 common shares,
with  compensation  for  services of these directors to be determined at a later
date.

On February 29, 2000, the Company issued an aggregate of 1,000,000 common shares
at  a  price  of  $0.13  per  common share in an offshore transaction relying on
Regulation  S  promulgated  under  the  Securities  Act of 1933 to one investor.

On  February  29,  2000,  the  Company  issued an aggregate of 16,158,837 common
shares  at a price of $0.13 per common share relying on Rule 506 of Regulation D
of  the  Securities  Act  of  1933  to  the  following  persons:

<PAGE>

<TABLE>
<CAPTION>

                                                  NUMBER OF                   NUMBER OF
NAME OF SUBSCRIBER                            SECURITIES ISSUED           NAME OF SUBSCRIBER           SECURITIES ISSUED
--------------------------------------------  -----------------  ------------------------------------  -----------------
<S>                                           <C>                <C>                                   <C>

Brent Scott Hardt. . . . . . . . . . . . . .            900,000  Robert E. Watson                                192,308
                                              -----------------  ------------------------------------  -----------------
James E. Clark . . . . . . . . . . . . . . .            200,000  Alfred E. Osborne                               384,615
                                              -----------------  ------------------------------------  -----------------
Chad S. Johnson. . . . . . . . . . . . . . .            638,461  Charmelo Blacconeri                             192,308
                                              -----------------  ------------------------------------  -----------------
Kelly Fegen. . . . . . . . . . . . . . . . .            210,342  Steven B. Nagler, Ltd.                           50,000
                                              -----------------  ------------------------------------  -----------------
Donald E. Mudd . . . . . . . . . . . . . . .            384,615  Danlon, Inc.                                    300,000
                                              -----------------  ------------------------------------  -----------------
Henry W. Bivins Jr. Trust. . . . . . . . . .            250,000  James A. Cacioppo                               100,000
                                              -----------------  ------------------------------------  -----------------
Barney J. Cacioppo . . . . . . . . . . . . .             80,000  Daniel W. Pecyna                                325,000
                                              -----------------  ------------------------------------  -----------------
Leonard J. Weber . . . . . . . . . . . . . .            170,000  Ronald J. Cacioppo                               50,000
                                              -----------------  ------------------------------------  -----------------
Leonard J. Weber, Delarware Charter IRA-ROTH             30,000  Gila Shaltiel                                   100,000
                                              -----------------  ------------------------------------  -----------------
Sara D. Kushnir. . . . . . . . . . . . . . .            100,000  Barney J. Cacioppo                              100,000
                                              -----------------  ------------------------------------  -----------------
Joan P. Cacioppo . . . . . . . . . . . . . .            150,000  Howard H. Rosenfeld                             200,000
                                              -----------------  ------------------------------------  -----------------
Peter G. Anagnost. . . . . . . . . . . . . .            600,000  George Johnson                                  250,000
                                              -----------------  ------------------------------------  -----------------
Francis L. Kirby . . . . . . . . . . . . . .            192,308  Ronald J. Cacioppo                              200,000
                                              -----------------  ------------------------------------  -----------------
G. Stephen Frederick . . . . . . . . . . . .            153,846  Charles O. Howey Trust                          192,307
                                              -----------------  ------------------------------------  -----------------
Ronald J. Gregorio . . . . . . . . . . . . .             50,000  John Howey                                      192,307
                                              -----------------  ------------------------------------  -----------------
Robert Kalman. . . . . . . . . . . . . . . .            100,000  Charles O. Howey Irrevocable Trust              153,844
                                              -----------------  ------------------------------------  -----------------
Cary Berman. . . . . . . . . . . . . . . . .            153,846  Gregory H. Montgomery                           200,000
                                              -----------------  ------------------------------------  -----------------
Kenneth Weiss. . . . . . . . . . . . . . . .            192,307  Adam Chrostowski                                200,000
                                              -----------------  ------------------------------------  -----------------
Walter A. Berggren . . . . . . . . . . . . .            250,000  Investor Resource Service, Inc.                 769,230
                                              -----------------  ------------------------------------  -----------------
Robert E. Maciorowski. . . . . . . . . . . .            200,000  Ronald Viscovich                                200,000
                                              -----------------  ------------------------------------  -----------------
Dan Shaltiel . . . . . . . . . . . . . . . .            192,308  Dr. Kun Woo Nam                                 192,308
                                              -----------------  ------------------------------------  -----------------
Ramin J. Azar. . . . . . . . . . . . . . . .             76,923  Steven W. Glasgow                               250,000
                                              -----------------  ------------------------------------  -----------------
Sam Bianchi. . . . . . . . . . . . . . . . .            192,307  Steven M. Simerka                               400,000
                                              -----------------  ------------------------------------  -----------------

<PAGE>

David Eikenmeyer . . . . . . . . . . . . . .             38,461  Dorothy Smirka                                  200,000
                                              -----------------  ------------------------------------  -----------------
John M. Kerr . . . . . . . . . . . . . . . .            192,350  Everett J. Palmer                               600,000
                                              -----------------  ------------------------------------  -----------------
Paul Howey . . . . . . . . . . . . . . . . .            192,307  Myron H. Reinhart                             1,538,462
                                              -----------------  ------------------------------------  -----------------
Ching Y. Kung. . . . . . . . . . . . . . . .            400,000  Shih-Ming Lee                                   200,000
                                              -----------------  ------------------------------------  -----------------
Beverly J. Chamness. . . . . . . . . . . . .            400,000  James H. Lutz                                    76,923
                                              -----------------  ------------------------------------  -----------------
Paul Howey . . . . . . . . . . . . . . . . .            192,307  William F. Bivins and Rita H. Bivins            500,000
============================================  =================  ====================================  =================
</TABLE>


ITEM  6.     SELECTED  FINANCIAL  DATA
The  selected  consolidated  financial  data  presented  below for the five year
period  ended  February  29,  2000  is  derived  from the Company's consolidated
financial  statements  which were examined by the Company's independent auditor.
The  information  set  forth  below  should  be  read  in  conjunction  with the
Consolidated  Financial  Statements  of  the  Company  (including  related notes
thereto)  and  "Management's  Discussion and Analysis of Financial Condition and
Results  of  Operations".

<TABLE>
<CAPTION>


                            SELECTED CONSOLIDATED FINANCIAL DATA(1)(2)(3)
                            ------------------------------------
                                      (STATED IN U.S. DOLLARS)

                                 FISCAL YEAR ENDED FEBRUARY 29 (28)
                                 ----------------------------------

                                     2000         1999         1998          1997           1996
                                  -----------  -----------  -----------  -------------  ------------
<S>                               <C>          <C>          <C>          <C>            <C>
Revenue. . . . . . . . . . . . .     704,918      175,563      920,532     28,108,269    33,902,402
Direct Costs . . . . . . . . . .     144,314   Nil             588,316     24,960,670    31,610,452
Selling, general and
  Administrative . . . . . . . .   6,050,758    1,668,152    2,201,042     12,672,330    15,556,794
Depreciation . . . . . . . . . .     170,341       18,802        5,177     17,991,834    15,454,746
Loss From Operations . . . . . .  (5,891,935)  (1,458,583)  (1,868,373)   (27,516,565)  (28,719,590)
Other income (expense) . . . . .   1,198,705     (136,895)   1,048,380     (2,138,087)   (1,379,461)
Loss before extraordinary
  items. . . . . . . . . . . . .  (4,693,230)  (1,595,478)    (819,993)  (29,654,650))  (30,099,052)
Loss per Share before
  Extraordinary items. . . . . .       (0.05)       (0.02)       (0.02)         (0.72)        (1.73)
Gain on forgiveness of
  Debt, an extraordinary
  item . . . . . . . . . . . . .  Nil          Nil          18,944,298   Nil            Nil
Net income (loss). . . . . . . .  (4,693,230)  (1,595,478)  18,124,298    (29,654,652)  (30,099,052
Net income (loss) per share. . .       (0.05)       (0.02)        0.37          (0.72)        (0.72)
Total Assets . . . . . . . . . .   2,739,890      217,834      881,104      7,208,689    25,503,966
Long-Term Debt . . . . . . . . .  Nil             272,861      504,137   Nil              6,449,134

Cash Dividends per Common Share.  Nil          Nil          Nil          Nil            Nil

<PAGE>

<FN>

1.  The  audited  financial  information  set  forth in this  table was prepared and is presented in
accordance with generally-accepted accounting principles in the United States of America.   Prior to
fiscal  2000, the Company reported its consolidated financial statements in accordance with Canadian
generally  accepted accounting principles and in Canadian dollars.  The Company changed to generally
accepted  accounting  principles  in  the  United  States of America and U.S. dollars as a result of
becoming  a  domestic  issuer  for  Securities  and Exchange Commission reporting requirements.  The
change  has been retroactively applied and all years presented above have been adjusted accordingly.

2.  See  ITEM  9  -  Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations.

3.  Comparability  of  results  -  The  Company  operated  a  long distance telephone communications
operation  primarily  in  Canada  up to April 7, 1997.  The Company sold all of its operating assets
effective  April  7, 1997.  The Company settled all its outstanding debt obligations relating to the
long  distance  telephone communications operation and other corporate obligations by agreement with
creditors  during  fiscal 1998.  The agreement was reached while under CCAA protection.  The Company
resumed  operations  in  December  1997 with the acquisition of its Call Center assets.  Fiscal 1998
includes  approximately  1  month  of  operations  from  the  long-distance telephone communications
operation  and  3  months  of  operations  from the Call Center.  Fiscal 1999 includes a full year's
operations  from  the  Call  Center.  Fiscal  2000  includes  a full year's operations from the Call
Center,  10.5  months  of operations from Virtualsellers.com, the Company's internet sales division,
and  8.5  months  of  operations  from  CallDirect,  the  Company's  catalogue  sales division.  The
Virtualsellers.com  and  CallDirect  divisions  were  acquired during Fiscal 2000 and the results of
these  divisions  have been consolidated from their respective dates of acquisition.  See note 12 to
the  consolidated  financial  statements  for  segmented  reporting.
</TABLE>

ITEM  7.     MANAGEMENT'S  DISCUSSIONS  AND  ANALYSIS OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATION.

The  Company

Over the year the Company increased its number of employees from 10 to 52.  Most
of  the  additions  of  staff  were  related  to  Virtualsellers  and  TAME.

Since  the  year  ended  February  29, 2000, the Company has seen an increase in
revenue  and  anticipates  a  cash  flow  breakeven  by  second  quarter.

The  Company  anticipated  that  a change order for TAME would be forthcoming by
this  writing  but  delays  on  the  client  side  have proved to be larger than
expected.  The  Company is still anticipating a large multiple license order and
has  moved  its  goal  of  500  licenses  to  the  second quarter .  The Company
anticipates  that it will experience positive cash flow by the end of the second
quarter  and is not dependent on software sales.  The Company anticipates that a
multiple  license  sale  of  TAME  will  take  it  to  profitability.

Going  forward,  the Company is to expand its sales and marketing efforts in the
service  area  and  website  development.  Virtualsellers  has added three sales
people  and  made  agreements with several agents.  The Company's target is with
ISP's,  ASPs  and  venture  companies.  The  venture  companies will be taken as
incubators  with  a set cost for one year of services by Virtualsellers.com that
is less than a third of the normal charge.  The Company will also receives stock
of  these  venture  companies  in  addition  to  the cash fees.  This allows new
companies  a  quicker  time  to market at a lower cost with less overhead.  This
plug  and  play  approach  leaves new ventures free to market their product with
little  concern  for  technology.

Virtualsellers.com  And  TAME

In  the  last  year, the Company has made great strides to position itself as an
infrastructure  and  service  provider  for  e-commerce  over the Internet.  The
Company  accomplished  the  following:

-     Facilities.  The  Company  established  a  facility  to  house
Virtualsellers.com's  operations.

-     Increased  Transaction Processing Capability.  Virtualsellers.com upgraded
its  hardware  and  software  such  that  it is now capable of managing up to 53
million  transactions  a  day.

<PAGE>

-     Increased  Development  Capabilities For Customers.  The Company purchased
the  TAME  software  to  allow  development of efficient, competitive and timely
e-commerce  and  other  software  solutions.

-     Decreased License Costs.  For customers who use VirtualSellers.com to host
their  website,  they incur substantial license cost savings as they do not have
to purchase expensive licenses for all of the software that would be required to
operate  and  maintain  their  website.

-     TAME  Software Accepted by Market.  VirtualSellers.com's TAME software was
accepted by the market as evidenced by its inclusion in RedHat Inc.'s library of
software  released  in  April  of  2000  and  by  being EMC proven and approved.

-     Increased  Branding and Market Presence.  Virtualsellers.com increased its
market  presence  through  trade  shows,  advertising  and  training  programs.

Since  TAME  has  many  attributes  that  are attractive to many businesses, the
Company  intends  on  marketing  TAME  to  larger businesses that would purchase
multiple  licences.  Three  industry  areas that are being targeted for multiple
license  sales include businesses involved in the e-commerce, telecommunications
and  health-care.

Call  Center

The  Call  Center  has  been  providing Call Center services to cable television
clients  for  over  two years.  These services include 24 hour customer service,
billing,  payment  processing,  dispatching,  collections  and  marketing.

Over the past year the Call Center has grown it's core client base by 300%.  The
number  of  subscribers that these clients represent has grown by 375% to nearly
11,000  subscribers.  The  number of employees at the Call Center has also grown
from  five to nineteen as of February 29, 2000.  The Call Center's growth during
this  past  year  can  primarily  be attributed to telemarketing and direct mail
campaigns.

In  order to continue it's expected growth, the Call Center had to invest in new
technology  from IBM, RR Enterprises and Lucent Technology.  This new technology
consists  of  a new IBM AS400 e-series mainframe computer to support its billing
system.  The  AS400  hosts  the latest software from RR Enterprises, a leader in
convergent  billing  for  the  telecommunications  industry.  The  Call Center's
latest  investment  was in a new Lucent Definity Prologix phone system this past
February.  These  new  systems  will  enable  the Call Center to accommodate the
needs  of  various  cable,  internet  and  telephone  service  providers.

These  telecommunication  providers  are  reaching a point that requires them to
offer  multiple  services  to subscribers in order to remain competitive.  These
services  include  cable  tv,  pay per view, telephony, internet access and even
security.  Utilizing  the  RRE  billing  software,  the  Call  Center is able to
accommodate all of these services and package them into one single bill.  Due to
the  size of the clients that the Call Center services, it is not cost efficient
for  them  to  invest  in  the advanced technology needed to handle the customer
service  and  billing  for these various services.  This convergence of services
forces  them  to  look  for  alternative  ways  of  handling  their  back office
functions.

In  the upcoming year, the Call Center marketing plans include the continued use
of  telemarketing  and  direct  mail  campaigns  as  well  as  the  addition  of
advertising  in  industry specific magazines focused on the Call Center's target
market.  The  Call  Center also plans on attending and, for the first time ever,
exhibiting at the Private and Wireless Broadband Show and the National Satellite
Convention.  These two conventions are geared towards small to medium size cable
operators.  These  operators  are  looking  for  solutions  to  provide  bundled
services  to  their  subscribers.  The  Call  Center has positioned itself as an
alternative service for cable operators in search of these desired technologies.
Smaller  cable operators must look at outsourcing as a viable option in order to
remain  competitive with larger incumbent cable operators that through economies
of  scale  can  provide  bundled  services  on  a  single  invoice.

The  Call Center is in the process of aligning itself with a number of strategic
partners.  They  include  the  National  Cable  Television  Coop,  WSNET,  4COM,

<PAGE>

Satellite Management Services and Private and Wireless Broadband Magazine.  With
the  exception of the magazine, all of these partners are programming resellers.
Most  all  private  cable  operations, multiple cable system operators and local
multipoint  distribution system operators use one of these programming resellers
for  discounted  pricing  on  networks  which  eliminates  the need to negotiate
contracts  with the networks directly.  Through these distribution channels, the
Call  Center  will  allow  these partners to offer their clients the Call Center
services  at  a  predetermined  discounted  rate.  The most significant of these
strategic  partners  would  be the National Cable Television Coop which provides
programming  and  other  services  to  over 6100 cable operators with 13 million
cable  television  subscribers.

CallDirect  Enterprises

After acquiring certain assets of CallDirect Enterprises Inc., the Company spent
the year restructuring the operations of CallDirect.  CallDirect's catalogue was
reviewed  as  to  product mix and profit margin contribution, as well as product
reliability  and product returns.  A number of products were eliminated from the
catalogue  because of low sales, low profit margin contribution or poor quality.
All  products that did not fit the intended product mix were eliminated from the
catalogue.

The  result  was  a  catalogue  with a focused range of products.  The first new
catalogue  was mailed out during January and February 2000.  The sales increased
during the following two months after the mail out.  The preferred times to mail
catalogues  follows  general  business  cycles  in  January,  May and September.
CallDirect  originally  wanted  to do six to eight catalogues per year, but with
the introduction of e-commerce, it was decided that promoting online sales would
prove more efficient in the long run.  With this in mind and with the assistance
of  Virtualsellers.com,  CallDirect's  was redeveloped to accommodate e-commerce
transactions.  The  main  strategy  for the catalogue is to inform people of its
website  www.calldirect.com.  The  website  allows  product  updates  and  price
changes to be completed in a much more timely and efficient manner.  The website
highlights new products and stated price changes.  There has been an increase in
product  ordering  over  the  website to approximately 15% of CallDirect's total
sales.  CallDirect  predicts  this  will  increase dramatically particularly for
reorders  as  clients  become more comfortable with purchasing products over the
Internet.

RESULTS  OF  OPERATIONS

FISCAL  YEAR  2000  COMPARED  TO  FISCAL  YEAR  1999

Revenues  for  the  year  ended  February  29,  2000 ("Fiscal 2000") of $704,918
increased  $529,355,  an  increase of 302% from the revenues of $175,563 for the
year  ended February 28, 1999 ("Fiscal 1999").  For Fiscal 1999, the only source
of  operating revenue came from the Call Center division in Indiana.  For Fiscal
2000,  the  acquisitions of CallDirect and Virtualsellers.com have increased the
Company's  operating  revenue  sources  to  three  distinct  operations.

At  the  Call  Center,  the  annual  revenues  increased to $333,222 compared to
$175,563 for Fiscal 1999, an increase of 90%.  The Call Center generates revenue
providing  transaction  processing  and  backroom services including inbound and
outbound  telemarketing  , customer and technical support, customer order entry,
centralized  billing  and  collection,  order  fulfillment,  customer  dispatch
functions and other related services.  The increase in revenues from 1999 is due
to  an  increase  in  the  number  of  cable  service  customers.

The  Company  acquired  CallDirect  effective  May  15,  1999.  Revenues  from
acquisition to December 31, 1999 totaled $247,526.  CallDirect generates revenue
primarily  from the resale of telephone related equipment and secondly, from the
resale  of  products  such  as  multimedia,  entertainment, travel, security and
computer  accessories  for  offices  and  residences.

The Company acquired Virtualsellers.com effective April 23, 1999.  Revenues from
acquisition to December 31, 1999 totaled $124,170.  Virtualsellers.com generates
revenue  from  the  e-commerce  transaction  processing and website development,

<PAGE>

maintenance  and  hosting services to businesses.  VirtualSellers.com also
generates revenue through the sale of its proprietary software program, TAME.
Virtualsellers.com recognized $28,354  in  commission  sales  from  third  party
product sales of $225,343 and $95,816  in revenues from website development,
maintenance and hosting services.
Direct  product  costs in Fiscal 2000 were $144,314, compared to direct costs of
$0  in  Fiscal  1999,  an  increase  of  $144,314.  This increase was due to the
acquisition  of  CallDirect.  The  Call  Center  division and Virtualsellers.com
primarily  sell  services  and  thus,  have  no direct product costs.  The gross
margin  earned  on  the  products  sold  by  CallDirect  was  approximately 42%.

Selling,  general  and  administrative  expenses  increased  to  $6,050,758 from
$1,668,152  in Fiscal 1999, an increase of $4,382,606 or 263%.  Selling, general
and  administrative expenses at the Call Center division increased from $287,751
to  $521,774.  The  increase  is  due  to  an increase in the number of the Call
Center's  customers  which increased the number of employees required to service
the  customers  and  related  costs  such  as  telephone, rent and office costs.
Selling,  general  and  administrative  expenses  at  CallDirect  were $192,185,
consisting  primarily  of  payroll  costs,  office rent, telephone, printing and
postage  and  delivery expenses.  Selling general and administrative expenses at
Virtualsellers.com  were  $1,510,298,  consisting  primarily  of  payroll costs,
office  rent, telephone and internet fees.  Corporate general and administrative
expenses increased to $3,826,501 from $1,380,401.  The increase is due primarily
to  a  $2,153,501 increase in non-cash compensation expense paid to officers and
directors  of the Company through the issuance of shares and a $302,599 increase
in  cash  expenses  including  compensation  paid  to  officers  and  directors,
marketing,  travel and entertainment expenses and other administrative expenses.

Depreciation and amortization increased from $18,802 to $170,341, an increase of
$151,539  or 806%.  The increase is due to the acquisition of the CallDirect and
Virtualsellers.com  and  additions  of  computer  hardware  and  software  at
Virtualsellers.com  since  acquisition.

Other  income  (expense) increased from an expense of $136,895 in Fiscal 1999 to
income of $1,198,705 in Fiscal 2000, an increase of $1,335,600.  The increase is
due  to  two unusual items - $975,000 received on the sale of the "Suncom" trade
name and $146,000 received on the sale of former intercorporate debt and related
contingent  consideration.

For Fiscal 2000, the Company recognized a loss of $4,693,230 or $0.05 per share,
compared  to  a  loss of $1,595,478 or $0.02 per share for the Fiscal 1999.  The
increase  in  the  loss  is  due  to  the  factors  discussed  above.

FISCAL  YEAR  1999  COMPARED  TO  FISCAL  YEAR  1998

Revenues  for  the  year  ended  February  28,  1999 ("Fiscal 1999") of $175,563
decreased  $744,969,  a  decrease of 80.9% from the revenues of $920,532 for the
year  ended February 28, 1998 ("Fiscal 1998").  For Fiscal 1999, the only source
of operating revenue came from the Call Center in Indiana.  The monthly revenues
increased  to  approximately  $12,000 per month from the cable customers at this
facility.  This  is  up  from approximately $10,000 per month in Fiscal 1998, an
increase  of  20%.  In  Fiscal 1998, the Company also earned $902,587 in revenue
from  its  long  distance  telephone  business  which was sold on April 7, 1997.

Direct  costs  in  Fiscal  1999 were $0, compared to direct costs of $588,316 in
Fiscal 1998, a decrease of $588,316.  Direct costs in Fiscal 1998 related to the
long  distance  telephone  business  which  was  sold  on  April  7,  1997.

Selling,  general  and  administrative  expenses  decreased  from  $2,201,042 to
$1,668,152,  a  decrease of $531,890 or 24%.  The Company sold its long distance
telephone  business  on  April  7,  1997 and acquired its Call Center division's
assets  on  December  11,  1997.  The  decrease  in  selling,  general  and
administrative  expenses  is  due  to  the  lower activity levels of the Company
between  the sale of the long distance telephone business and the acquisition of
the  Call  Center  business.

Amortization  charges  comprise  the  amortization  of  capital assets, acquired
customer base and other assets.  Amortization charges for Fiscal 1999 of $18,802
have  increased  260%  from  $5,177 in the previous year.  This is the result of
capital expenditures for computers, printers and related technology for the Call
Center.

Other  income  (expense)  decreased  from income of $1,048,380 in Fiscal 1998 to
$136,895  in  expenses  in  Fiscal  1999.  The decrease is due to unusual income
earned  in  Fiscal  1998 including a gain on the sale of the Company's telephone
business  operating  subsidiaries  of  $2,174,227,  offset  by  a  loss  on  the

<PAGE>

settlement  of  a  lawsuit  of  $1,127,145.  The  Company settled a class action
lawsuit  with certain investors by paying $1,127,145.  Fiscal 1999 also included
a write-down of an advance of $170,000 which was recorded due to the uncertainty
as  to  realization  of  the  advance.

For the Fiscal 1999, the Company recognized a loss before extraordinary items of
$1,595,478 or $0.02 per share, compared to a loss of $419,993 or $0.01 per share
for  the  Fiscal  1998.  The  increase in the loss is due to the items discussed
above.

The  gain on forgiveness of debt in Fiscal 1998 of $18,944,298 relates to a gain
on  settlement  of  creditors of the former long distance business.  The Company
and  its  Canadian  operating subsidiaries received protection under the Company
Creditor  Arrangement  Act  in  Fiscal 1998.  The Company's creditors approved a
restructuring  plan  in  Fiscal  1998  which  resulted  in  the  forgiveness  of
$18,944,298  in  accounts  payable  and  other  long-term  obligations.

FISCAL  YEAR  1998  COMPARED  TO  FISCAL  YEAR  1997

Revenues  for  Fiscal  1998  of  $920,532 declined by $27,187,737, a decrease of
96.7%  from  the  revenues  of  $28,108,269 for the year ended February 28, 1997
("Fiscal  1997").  In  Fiscal 1998, the Company sold its long distance telephone
service business on April 7, 1997.  Revenues for just over one month of $902,587
were realized from this business.  The Company acquired its Call Center business
in  December  1997  and  realized revenues of $17,945 for the three months ended
February  28,  1998.  In  Fiscal  1997, all revenues were from the long distance
telephone  service  business.

Direct  costs  in  Fiscal  1998  were  $588,316,  compared  to  direct  costs of
$24,960,670  in  Fiscal  1997, a decrease of $24,372,354 or 97.6%.  Direct costs
were 64% of revenue for Fiscal 1998 compared to 89% in the prior year.  This 25%
decrease  is  a  result  of  replacing the residential customer base with higher
margin business customer base.  Gross profits for Fiscal 1998 decreased 89% from
$3,147,599  in  Fiscal  1997  to  $332,216  in  Fiscal  1998.  Gross profit as a
percentage  of  revenue increased from 11% in Fiscal 1997 to 36% in Fiscal 1998.
Selling,  general  and  administrative  expenses decreased by $10,471,288 or 83%
from  $12,672,330  for  Fiscal  1997  to  $2,201,042  for  Fiscal  1998.

Amortization  charges  comprised  the  amortization  of capital assets, acquired
customer  base and other assets.  Amortization charges for Fiscal 1998 of $5,177
have  decreased  99.9%  from $17,991,834 in the previous year.  This decrease is
due  to  the  sell off of the long distance assets in Fiscal 1997 and relatively
few  assets  purchased  in  Fiscal  1998.

For  Fiscal  1998, the Company recognized net income of $18,124,306 or $0.37 per
share,  compared  to  a  loss of $29,654,650 or $0.72 per share for Fiscal 1997.
This  increase  is  the result of the sale of the long distance assets in Fiscal
1997  and  the  gain  on  forgiveness of debt taken in Fiscal 1998, and not from
operations  which  ran  at  a  loss  of  approximately  $10,000/month.

LIQUIDITY  AND  CAPITAL  RESOURCES

As  at  February  29,  2000, the Company has net working capital of $119,783 and
capital assets of $1,926,857 for net equity of $2,046,640.  The Company does not
have  any  long-term  debt  nor  other  long-term  obligations.

During Fiscal 2000, the Company used $1,443,066 in cash to fund operations, used
$1,462,869  in  cash  to  fund investing activities which consisted primarily of
capital  asset  additions  at Virtualsellers.com and received $3,278,016 in cash
from  financing  activities  for  a  net  increase in cash of $372,081.  Cash at
February  29,  2000  was  $447,844.

The  Company  has  historically funded operations through the issuance of common
shares  of  the  Company or through the issuance of convertible debentures which
are  convertible into common shares of the Company.  The Company expects to fund
future  operations  and  investments  through  the  issuance  of  common shares.
Subsequent  to February 29, 2000, the Company issued 1,693,324 common shares for
net  cash  proceeds  of  $3,788,848.

<PAGE>

The  Company  estimates  its  cash  requirements for capital asset additions for
fiscal 2001 to be less than $200,000.  The Company also estimates that cash flow
from  operations  will  be  positive  in  fiscal  2001, commencing in the second
quarter.  The  Company  will  continue to search for appropriate acquisitions to
compliment  its  existing  operations.  Where possible, the Company will pay for
acquisitions  through  the  issuance  of  common  shares  of  the  Company.

On  May  19, 2000, the Company acquired the business of Sullivan Park, LLC which
is  comprised  of  an  internet services business involved in the development of
on-line  stores in California.  The Company will issue common shares at a market
value  of  $2,700,000 and assume up to $16,285 in current debt of the vendor for
total  proceeds  of  $2,716,875.

ITEM  7A.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK.

Not  applicable.

ITEM  8.     FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA.

<TABLE>
<CAPTION>


<S>                     <C>            <C>            <C>            <C>            <C>
                        1st Quarter. . 2nd Quarter    3rd Quarter    4th Quarter   Fiscal 2000
----------------------  -------------  -------------  -------------  ------------- -------------
Revenues . . . . . . .  $     76,598   $    250,149   $    220,230   $    157,941   $   704,918
----------------------  -------------  -------------  -------------  -------------  ------------
Loss from operations .  $   (310,416)  $ (1,002,939)  $ (1,038,820)  $ (3,308,320)  $(5,660,495)
                        -------------  -------------  -------------  -------------  ------------
Income (loss) before
extraordinary items. .  $    720,310   $   (855,409)  $ (1,031,618)  $ (3,526,513)  $(4,693,230)
                        -------------  -------------  -------------  -------------  ------------
Net income (loss) for
the period . . . . . .  $    720,310   $   (855,409)  $ (1,031,618)  $ (3,526,513)  $(4,693,230)
                        -------------  -------------  -------------  -------------  ------------
Net income (loss)
per share. . . . . . .  $       0.01   $      (0.01)  $      (0.01)  $      (0.04)  $     (0.05)
----------------------  -------------  -------------  -------------  -------------  ------------
</TABLE>


Financial  Statements  Filed  as  a  Part  of  the  Annual  Report

     The  Company's  audited  financial  statements  include:

-     Consolidated  Balance  Sheets for the fiscal years ended February 20, 2000
and  February  29,  1999

-     Consolidated  Statements  of  Operations for the fiscal years ended
February  29,  2000,  February  28,  1999  and  February  28,  1998

-     Consolidated  Statement of Stockholders' Equity for the fiscal years ended
February  29,  2000,  February  28,  1999  and  February  28,  1998

-     Consolidated  Statements of Cash Flows for the fiscal years ended February
29,  2000,  February  28,  1999  and  February  28,  1998

-     Notes  to  the  Consolidated  Financial  Statements

<PAGE>


Consolidated  Financial  Statements  of

VIRTUALSELLERS.COM,  INC.
(Formerly  Suncom  Telecommunications  Inc.)

(Expressed  in  U.S.  dollars)

Years  ended  February  29,  2000  and
February  28,  1999  and  1998


<PAGE>


INDEPENDENT  AUDITORS'  REPORT
The  Board  of  Directors  and  Shareholders
VirtualSellers.Com,  Inc.

We  have  audited  the  accompanying  consolidated  balance  sheets  of
VirtualSellers.Com,  Inc.  (formerly  Suncom  Telecommunications  Inc.)  as  at
February  29, 2000 and February 28, 1999 and the related consolidated statements
of  operations, stockholders' equity and cash flows for the years ended February
29,  2000,  and  February  28,  1999  and  1998.  These  consolidated  financial
statements  are  the  responsibility  of  the  Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material respects, the financial position of the Company as at
February  29,  2000  and February 28, 1999 and the results of its operations and
its  cash  flows for the years ended February 29, 2000 and February 28, 1999 and
1998  in  accordance with accounting principles generally accepted in the United
States  of  America.

United  States accounting principles differ in certain significant respects from
accounting  principles  generally accepted in Canada.  Application of accounting
principles generally accepted in Canada would have affected the amounts reported
to  the  extent  summarized in note 17 to the consolidated financial statements.


/s/ KPMG LLP
Chartered  Accountants
Vancouver,  Canada
May  19,  2000


<PAGE>

<PAGE>
<TABLE>
<CAPTION>


VIRTUALSELLERS.COM,  INC.
(Formerly  Suncom  Telecommunications  Inc.)

Consolidated  Balance  Sheets
(Expressed  in  U.S.  dollars)
--------------------------------------------------------------------------------------------
                                                           February  29,   February  28,
                                                                    2000           1999
--------------------------------------------------------------------------------------------
<S>                                                            <C>             <C>
Assets

Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . .  $     447,844   $     75,763
Accounts receivable (note 13) . . . . . . . . . . . . . . . .         72,029         29,864
Inventories . . . . . . . . . . . . . . . . . . . . . . . . .         50,850              -
Prepaid expenses and advances (note 7). . . . . . . . . . . .        242,310         14,406
--------------------------------------------------------------------------------------------
                                                                     813,033        120,033

Investment (note 2) . . . . . . . . . . . . . . . . . . . . .              -              1

Equipment (note 8). . . . . . . . . . . . . . . . . . . . . .      1,926,857         97,800
--------------------------------------------------------------------------------------------
                                                               $   2,739,890   $    217,834
                                                               --------------  -------------
--------------------------------------------------------------------------------------------

Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable and accrued liabilities. . . . . . . . . . .  $     693,250   $    173,019
Current portion of long-term debt (note 9). . . . . . . . . .              -        272,861
--------------------------------------------------------------------------------------------
                                                                     693,250        445,880

Stockholders' equity:
Common shares, no par value: (note 10)
Authorized:
200,000,000 common shares
Issued and outstanding:

123,011,503 shares in 2000 and 77,097,110 shares in 1999. . .    102,492,038     95,524,122
Accumulated deficit . . . . . . . . . . . . . . . . . . . . .   (100,445,398)   (95,752,168)
--------------------------------------------------------------------------------------------
                                                                   2,046,640       (228,046)

Commitments and contingencies (notes 5, 6, 10 (b) and 15)
Subsequent events (note 18)
--------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------
                                                               $   2,739,890   $    217,834
--------------------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.
</TABLE>



On  behalf  of  the  Board:

/s/ Dennis Sinclair                   /s/ Mel Baillie
-------------------                   ----------------
Director                              Director

<PAGE>
<TABLE>
<CAPTION>


VIRTUALSELLERS.COM,  INC.
(Formerly  Suncom  Telecommunications  Inc.)

Consolidated  Statements  of  Operations  and  Deficit
(Expressed  in  U.S.  dollars)

-------------------------------------------------------------------------------------------------------
                                                           Year  ended
                                                            February 29,     Years ended February 28,
                                                                   2000          1999          1998
-------------------------------------------------------------------------------------------------------
<S>                                                            <C>           <C>           <C>
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   704,918   $   175,563   $   920,532

Costs and expenses:
Direct costs. . . . . . . . . . . . . . . . . . . . . . . . .      144,314             -       588,316
Selling, general and administrative expenses
 (schedule) . . . . . . . . . . . . . . . . . . . . . . . . .    6,050,758     1,668,152     2,201,042
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . .      170,341        18,802         5,177
Foreign exchange losses (gains) . . . . . . . . . . . . . . .      231,440       (52,808)       (5,630)
-------------------------------------------------------------------------------------------------------
                                                                 6,596,853     1,634,146     2,788,905
-------------------------------------------------------------------------------------------------------

Loss before other income (expense). . . . . . . . . . . . . .   (5,891,935)   (1,458,583)   (1,868,373)

Other income (expense):
Sale of trade name (note 16). . . . . . . . . . . . . . . . .      975,000             -             -
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . .       77,705        38,897         1,298
Loss on sale of equipment . . . . . . . . . . . . . . . . . .            -        (5,792)            -
Write-down of investment. . . . . . . . . . . . . . . . . . .            -      (170,000)            -
Gain on sale of CNC and CNT (note 6). . . . . . . . . . . . .      146,000             -     2,174,227
Loss on settlement of lawsuit (note 15(d)). . . . . . . . . .            -             -    (1,127,145)
-------------------------------------------------------------------------------------------------------
                                                                 1,198,705      (136,895)    1,048,380
-------------------------------------------------------------------------------------------------------

Loss before extraordinary item. . . . . . . . . . . . . . . .   (4,693,230)   (1,595,478)     (819,993)

Gain on forgiveness of debt, an extraordinary item
(note 4). . . . . . . . . . . . . . . . . . . . . . . . . . .            -             -    18,944,298
-------------------------------------------------------------------------------------------------------

Net income (loss) for the year. . . . . . . . . . . . . . . .  $(4,693,230)  $(1,595,478)  $18,124,305
-------------------------------------------------------------------------------------------------------

Loss before extraordinary items per share . . . . . . . . . .  $     (0.05)  $     (0.02)  $     (0.02)

Net income (loss)  per common share (note 1(i)) . . . . . . .  $     (0.05)  $     (0.02)  $      0.37
-------------------------------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.
</TABLE>



<PAGE>
<TABLE>
<CAPTION>


VIRTUALSELLERS.COM,  INC.
(Formerly  Suncom  Telecommunications  Inc.)

Consolidated  Statements  of  Stockholders'  Equity
(Expressed  in  U.S.  dollars)
-------------------------------------------------------------------------------------------------------------------------
                                                                Number  of      Common
                                                                  Common        Share         Accumulated
                                                                  Shares        Amount         Deficit          Total
-------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>           <C>            <C>             <C>
Balance, February 28, 1997. . . . . . . . . . . . . . . . . .   46,023,962   $ 93,584,406   $(112,280,995)  $(18,696,589)

Shares issued during the year:
For settlement of debt. . . . . . . . . . . . . . . . . . . .    1,000,000         20,225               -         20,225
For employees' and directors' compensation. . . . . . . . . .    5,566,000        228,544               -        228,544
For services received . . . . . . . . . . . . . . . . . . . .    1,310,811        132,558               -        132,558
Net income for the year . . . . . . . . . . . . . . . . . . .            -              -      18,124,305     18,124,305
-------------------------------------------------------------------------------------------------------------------------

Balance, February 28, 1998. . . . . . . . . . . . . . . . . .   53,900,773     93,965,733     (94,156,690)      (190,957)

Shares issued during the year:
For employees' and directors' compensation. . . . . . . . . .    5,463,000        646,137               -        646,137
Conversion of 1999 series convertible debentures. . . . . . .    8,500,000        807,355               -        807,355
Exercise of CCAA warrants (note 10(c)). . . . . . . . . . . .    8,183,337              -               -              -
Conversion of notes payable . . . . . . . . . . . . . . . . .    1,050,000        104,897               -        104,897
Loss for the year . . . . . . . . . . . . . . . . . . . . . .            -              -      (1,595,478)    (1,595,478)
-------------------------------------------------------------------------------------------------------------------------

Balance, February 28, 1999. . . . . . . . . . . . . . . . . .   77,097,110     95,524,122     (95,752,168)      (228,046)

Shares issued during the year:
For employees' and directors' compensation. . . . . . . . . .    7,541,888      2,496,669               -      2,496,669
Issued on acquisition of VirtualSellers (note 2). . . . . . .      500,000         50,000               -         50,000
Issued on acquisition of Call Direct (note 3) . . . . . . . .    1,200,000        202,716               -        202,716
Exercise of CCAA warrants (note 10(c)). . . . . . . . . . . .      495,525              -               -              -
Conversion of 2000 convertible debentures . . . . . . . . . .   11,605,000      1,125,835               -      1,125,835
For services received . . . . . . . . . . . . . . . . . . . .    5,644,335        580,654               -        580,654
For cash pursuant to private placements . . . . . . . . . . .   18,678,837      2,590,493               -      2,590,493
Shares returned and cancelled . . . . . . . . . . . . . . . .      (51,191)             -               -              -
Issued on acquisition of equipment (note 15(b)) . . . . . . .      300,000         87,000               -         87,000
Share issue costs . . . . . . . . . . . . . . . . . . . . . .            -       (165,451)              -       (165,451)
Loss for the year . . . . . . . . . . . . . . . . . . . . . .            -              -      (4,693,230)    (4,693,230)
-------------------------------------------------------------------------------------------------------------------------

Balance, February 29, 2000. . . . . . . . . . . . . . . . . .  123,011,504   $102,492,038   $(100,445,398)  $  2,046,640
-------------------------------------------------------------------------------------------------------------------------

See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


VIRTUALSELLERS.COM,  INC.
(Formerly  Suncom  Telecommunications  Inc.)

Consolidated  Statements  of  Cash  Flows
(Expressed  in  U.S.  dollars)
--------------------------------------------------------------------------------------------------------
                                                               Year  ended
                                                               February 29,     Years ended February 28,
                                                                   2000          1999          1998
--------------------------------------------------------------------------------------------------------
<S>                                                            <C>           <C>           <C>
Cash provided by (used in):

Operations:
Net income (loss) for the year. . . . . . . . . . . . . . . .  $(4,693,230)  $(1,595,478)  $ 18,124,305
Items not involving cash: . . . . . . . . . . . . . . . . . .            -             -
Non-cash compensation expense . . . . . . . . . . . . . . . .    2,496,669       343,487        531,194
Non-cash services and purchases . . . . . . . . . . . . . . .      580,654             -        132,558
Depreciation and amortization . . . . . . . . . . . . . . . .      170,341        18,802          5,177
Write-down of investment. . . . . . . . . . . . . . . . . . .            -       170,000              -
Loss on sale of equipment . . . . . . . . . . . . . . . . . .            -         5,792              -
Gain on forgiveness of debt . . . . . . . . . . . . . . . . .            -             -    (18,944,298)
Loss on settlement of TeleHub lawsuit . . . . . . . . . . . .            -             -      1,127,145
Gain on sale of subsidiaries. . . . . . . . . . . . . . . . .     (146,000)            -     (2,174,227)
Change in non-cash operating working capital:
Accounts receivable . . . . . . . . . . . . . . . . . . . . .       17,883       (12,234)       (17,630)
Prepaid expenses and advances . . . . . . . . . . . . . . . .     (227,051)       (3,699)       933,082
Inventories . . . . . . . . . . . . . . . . . . . . . . . . .      (18,550)            -              -
Accounts payable and accrued liabilities. . . . . . . . . . .      376,218        12,453     (6,684,347)
--------------------------------------------------------------------------------------------------------
                                                                (1,443,066)   (1,060,877)    (6,967,041)

Financing:
Issuance of common shares for cash. . . . . . . . . . . . . .    2,590,493             -              -
2000 convertible debentures issued. . . . . . . . . . . . . .      852,974       272,861              -
Share issue costs . . . . . . . . . . . . . . . . . . . . . .     (165,451)            -              -
1999 convertible debentures issued. . . . . . . . . . . . . .            -       303,218        504,137
--------------------------------------------------------------------------------------------------------
                                                                 3,278,016       576,079        504,137

Investments:
Investment. . . . . . . . . . . . . . . . . . . . . . . . . .            -      (170,000)             -
Acquisition of equipment. . . . . . . . . . . . . . . . . . .   (1,625,827)      (17,802)       (14,568)
Cash acquired on acquisitions . . . . . . . . . . . . . . . .       16,958             -              -
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . .            -         5,750        (67,608)
Proceeds on sale of subsidiaries. . . . . . . . . . . . . . .      146,000             -      2,174,227
Proceeds on sale of assets. . . . . . . . . . . . . . . . . .            -             -      4,980,815
--------------------------------------------------------------------------------------------------------
                                                                (1,462,869)     (182,052)     7,072,866
--------------------------------------------------------------------------------------------------------

Increase (decrease) in cash and cash equivalents. . . . . . .      372,081      (666,851)       609,962

Cash and cash equivalents, beginning of year. . . . . . . . .       75,763       742,614        132,652
--------------------------------------------------------------------------------------------------------

Cash and cash equivalents, end of year. . . . . . . . . . . .  $   447,844   $    75,763   $    742,614
--------------------------------------------------------------------------------------------------------


Non-cash transactions and supplemental disclosures - note 14.

See accompanying notes to consolidated financial statements.
</TABLE>




<PAGE>
VIRTUALSELLERS.COM,  INC.
(Formerly  Suncom  Telecommunications  Inc.)

Notes  to  Consolidated  Financial  Statements
(Expressed  in  U.S.  dollars)

Years  ended  February  29,  2000  and  February  28,  1999  and  1998


1.  SIGNIFICANT  ACCOUNTING  POLICIES:

(a)  Basis  of  presentation:

These  consolidated  financial  statements have been prepared in accordance with
accounting  principles  generally  accepted  in  the  United  States of America.
Except  as  disclosed in note 17, these principles do not differ materially from
accounting  principles  generally  accepted  in  the  Canada.

The  consolidated  financial statements presented to shareholders as at February
28,  1998 and for the years ended February 28, 1998 and 1997 were prepared under
Canadian  generally  accepted  accounting  principles  and  reported in Canadian
dollars.  A  reconciliation  from  Canadian  GAAP to US GAAP was included in the
notes to the consolidated financial statements.  During fiscal 2000, the Company
became  a  domestic  issuer  for  Securities  and  Exchange Commission reporting
requirements  and  consequently,  the  Company  changed  its financial statement
presentation  from Canadian GAAP and Canadian dollars to US GAAP and US dollars.
These  changes  have  been  retroactively  applied  and  prior periods presented
restated  in  accordance  with US GAAP and US dollars as the reporting currency.

These  consolidated financial statements include the accounts of the Company and
its  wholly-owned  subsidiaries.  All  subsidiaries were acquired from unrelated
parties and have been accounted for using the purchase method.  Their results of
operations  have  been  included  from  the  respective  effective  dates  of
acquisition.  All  significant  intercompany balances and transactions have been
eliminated.

<TABLE>
<CAPTION>

Canadian subsidiaries                             United States subsidiaries
---------------------------------------------  --------------------------------
<S>                                            <C>
Cam-Net Communications Inc. ("CNC")  ** . . .  Northnet Telecommunications Inc.
Cam-Net Telecommunications Inc. ("CNT")  ** .  eCommerce Solutions Inc.
Canadian-American Communications Inc.
Canadian Northstar Transmission Systems Ltd.
Preferred Telemanagement Inc. ("PTI")
CAM-NET Cellular Inc.


**  Both  of  these  Canadian subsidiaries were sold on April 30, 1997 (note 5).
The  results  of  operations to the sale date are included in these consolidated
financial  statements.

</TABLE>


(b)  Cash  and  cash  equivalents:

Cash  and  cash  equivalents  consist  of  overnight  repurchase  agreements and
certificates  of  deposit  having  a term to maturity of less than three months.
For  presentation  purposes,  the  Company  considers  all  highly  liquid  debt
instruments  with  original  terms  to  maturity  of  three  months or less when
acquired  to  be  cash  equivalents.

<PAGE>

VIRTUALSELLERS.COM,  INC.
(Formerly  Suncom  Telecommunications  Inc.)

Notes  to  Consolidated  Financial  Statements,  page  2
(Expressed  in  U.S.  dollars)

Years  ended  February  29,  2000  and  February  28,  1999  and  1998


1.  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED):

(c)  Inventories:

The  Company's  entire inventory balance consists of goods purchased for resale.
The  inventory  is valued at the lower of average cost and net realizable value.

(d)  Equipment:

Equipment is recorded at cost.  Depreciation is recorded using the straight-line
method  over  the  following  estimated  useful  lives:


Office equipment                                                     5 - 7 years
Computer hardware                                                    3 - 5 years
Computer software                                                    3 - 5 years
-----------------                                                    -----------

Leasehold improvements are depreciated on a straight-line basis over the shorter
of  the  lease  term  or  their  estimated  useful  lives.

(d)  Revenue  recognition:

The  Company  recognizes  revenue  in  accordance  with  the  following  terms:

Call  Center  division  -  based  on  monthly  per customer charges for standard
services.

Call  Direct  catalogue division - based on delivery of product to the customer.

Vitualsellers.com  e'commerce  division - based on commissions earned on product
ordered from the Company's internet site and based on fees earned for consulting
services  related  to  website  development  projects.

(e)  Foreign  exchange:

As  at February 29, 2000, the functional currency of the Company's operations is
the  United  States  dollar except for its Canadian subsidiaries for which it is
the  Canadian  dollar.  In prior years, the functional currency was the Canadian
dollar  except for the Company's United States subsidiaries for which it was the
United  States dollar.  Subsidiary amounts originally measured in other than the
Company's functional currency are translated to the functional currency by using
a  current  rate  of  exchange.  Assets  and  liabilities  are translated at the
exchange  rate  at the balance sheet date.  Revenues, expenses, gains and losses
are  translated  at  the  exchange rate at the dates on which those transactions
occurred  except that weighted average exchange rate is used to translate normal
recurring  transactions.  Translation  adjustments  are  reported separately and
accumulated  in  a  separate  component  of equity, if material.  No translation
adjustments have been recorded for the years presented as they are not material.

<PAGE>
VIRTUALSELLERS.COM,  INC.
(Formerly  Suncom  Telecommunications  Inc.)

Notes  to  Consolidated  Financial  Statements,  page  3
(Expressed  in  U.S.  dollars)

Years  ended  February  29,  2000  and  February  28,  1999  and  1998


1.  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED):

(e)  Foreign  exchange  (continued):

Balance sheet items denominated in Canadian dollars held by U.S. subsidiaries or
the  parent  company are translated into United States dollars at exchange rates
prevailing at the balance sheet date for monetary items and at exchange rates in
effect  at the transaction date for non-monetary items.  Statement of operations
items  are  translated  at  actual  or average rates prevailing during the year.
Gains  and  losses  on  translation  of  balance  sheet  items  are  included in
operations  as  incurred.

(f)  Stock  option  plan:

The Company applies the intrinsic value-based method of accounting prescribed by
Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
to  Employees",  and  related  interpretations, in accounting for its fixed plan
stock  option  grants to employees and directors.  As such, compensation expense
would  be recorded on the date of grant only if the current market prices of the
underlying  stock  exceeded  the  exercise  price.  Option  grants to other than
employees  and  directors  are  measured  at  their  fair value.  Any calculated
compensation  expense  is  recognized  over  the  vesting  period.

(g)  Use  of  estimates:

Management  of  the  Company  has  made  a  number  of estimates and assumptions
relating  to  the  reporting  of  assets,  liabilities  and  the  disclosure  of
contingent  assets  and  liabilities  in preparing these financial statements in
conformity with accounting principles generally accepted in the United States of
America.  Actual  results  could  differ  from  those  estimates.  In  these
consolidated  financial  statements,  significant  areas  requiring  the  use of
management  estimates  relate  to  the  determination  of  the recoverability of
capital  assets  and  the  related  income  statement  amount  for depreciation.

(h)  Income  taxes:

Income  taxes  are accounted for under the asset and liability method.  Deferred
tax  assets  and  liabilities  are  recognized  for  the future tax consequences
attributable  to differences between the financial statement carrying amounts of
existing  assets  and  liabilities  and their respective tax bases and operating
loss  and  tax  credit  carry-forwards.  Deferred tax assets and liabilities are
measured  using  enacted  tax  rates  expected to apply to taxable income in the
years  in  which  those  temporary  differences  are expected to be recovered or
settled.  The  effect  on deferred tax assets and liabilities of a change in tax
rates  is  recognized  in income in the period that includes the enactment date.
When  the  realize  ability  of deferred tax assets is not considered to be more
likely  than  not,  a  valuation  allowance  is  provided.

<PAGE>
VIRTUALSELLERS.COM,  INC.
(Formerly  Suncom  Telecommunications  Inc.)

Notes  to  Consolidated  Financial  Statements,  page  4
(Expressed  in  U.S.  dollars)

Years  ended  February  29,  2000  and  February  28,  1999  and  1998


1.  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED):

(i)  Net  income  (loss)  per  common  share:

Basic  net  income  (loss)  per  common  share is computed based on the weighted
average  number  of  common  shares  outstanding during the year, which were are
follows:

2000                                                     91,556,798
1999                                                     65,748,339
1998                                                     48,619,799

Diluted  earnings  per  share for 1998 is $0.30.  Diluted earnings per share has
not  been  presented  for 2000 and 1999 as the impact of outstanding convertible
securities  would  be  to  reduce  the  loss  per  share.

(j)  Financial  instruments:

The  fair  values  of  cash  and cash equivalents, accounts receivable, accounts
payable  and  accrued  liabilities approximates their carrying values due to the
short  term  nature of these amounts.  The fair value of the Company's long-term
debt in 1999 which included debentures, approximated its carrying value as these
instruments  had  been  recently  issued  at  market  interest  rates.

2.  ACQUISITION  OF  THE  BUSINESS  OF  VIRTUALSELLERS.COM:

In  1999,  the  Company  commenced  negotiations  for  a  license agreement with
Internet Presence Coordinators, Inc. ("IPC") (d.b.a. VirtualSellers.com) whereby
the  Company  would acquire the right to operate the business and use the assets
of IPC in return for a royalty of 1% of net revenues and 3,000,000 common shares
of  the  Company  if certain pro forma revenue and expense projections were met.

Under a preliminary agreement, the Company committed to raise $2,000,000 to fund
the  business.  If the Company did not raise the $2,000,000, the Company had the
option to cancel the license agreement and IPC would have had to repay two times
all  amounts  advanced.  To February 28, 1999, $170,000 had been advanced to IPC
to  fund  the  business.

At  February  28, 1999, the Company had written down the amounts advanced to IPC
to  $1  to  reflect  the  uncertain  collectibility  of  the  amounts  advanced.


<PAGE>
VIRTUALSELLERS.COM,  INC.
(Formerly  Suncom  Telecommunications  Inc.)

Notes  to  Consolidated  Financial  Statements,  page  5
(Expressed  in  U.S.  dollars)

Years  ended  February  29,  2000  and  February  28,  1999  and  1998


2.  ACQUISITION  OF  THE  BUSINESS  OF  VIRTUALSELLERS.COM.  (CONTINUED):

On  April  23,  1999,  the  preliminary  license  agreement was canceled and the
Company  acquired  the  business  of  Virtualsellers.com which provides turn-key
order  processing  of electronic commerce transactions for third parties selling
goods  and services over the Internet.  The Company issued 500,000 common shares
having  a  market  value  of $0.10 per share for $50,000 in share consideration,
agreed  to  pay  $170,000  in cash which was settled with the $170,000 which had
been  previously advanced, and assumed $28,929 in current debt of the vendor for
total  proceeds  of  $248,928.  This  acquisition  has  been  accounted for as a
purchase  of  the business of Virtualsellers.com. under the purchase method with
effect  from  April  23,  1999.

Details  of  the  fair  values  assigned  to the assets acquired and liabilities
assumed  in  the  acquisition  are  as  follows:

<TABLE>
<CAPTION>
-------------------------------------------------------
<S>                                          <C>
Assets acquired:
 Current assets . . . . . . . . . . . . . .  $   6,448
 Equipment. . . . . . . . . . . . . . . . .     72,481
-------------------------------------------------------
                                                78,929
Liabilities assumed:
 Accounts payable and accrued liabilities .     28,929
-------------------------------------------------------

Net assets acquired . . . . . . . . . . . .  $  50,000
-------------------------------------------------------

-------------------------------------------------------

Consideration paid:
 Advances to VirtualSellers.com . . . . . .  $ 170,000
 Less: allowance recorded for advances. . .   (170,000)
 Shares issued. . . . . . . . . . . . . . .     50,000
-------------------------------------------------------
                                             $  50,000
-------------------------------------------------------


Proforma information is included in note 3.
</TABLE>


3.  ACQUISITION  OF  THE  BUSINESS  OF  CALLDIRECT  ENTERPRISES  INC.:

On  May  15,  1999,  the Company acquired the business of CallDirect Enterprises
Inc. which is comprised of a direct response catalogue publisher and merchandise
seller located in Delta, British Columbia, Canada.  The Company issued 1,200,000
common  shares  at  a  market  value  of  $0.17  per share for $202,716 in share
consideration  and assumed up to $73,650 in current debt of the vendor for total
consideration  of  $276,369.  This  acquisition  has  been  accounted  for  as a
purchase of the business of CallDirect Enterprises, Inc. accounted for under the
purchase  method  with  effect  from  May  15,  1999.

<PAGE>
VIRTUALSELLERS.COM,  INC.
(Formerly  Suncom  Telecommunications  Inc.)

Notes  to  Consolidated  Financial  Statements,  page  6
(Expressed  in  U.S.  dollars)

Years  ended  February  29,  2000  and  February  28,  1999  and  1998


3.  ACQUISITION  OF  THE  BUSINESS  OF  CALLDIRECT ENTERPRISES INC (CONTINUED).:

Details  of  the  fair  values  assigned  to the assets acquired and liabilities
assumed  in  the  acquisition  are  as  follows:

<TABLE>
<CAPTION>


---------------------------------------------------
<S>                                        <C>
Assets acquired:
 Cash . . . . . . . . . . . . . . . . . .  $ 16,958
 Other current assets . . . . . . . . . .    86,753
 Equipment. . . . . . . . . . . . . . . .   214,090
---------------------------------------------------
                                            317,801
Liabilities assumed:
 Accounts payable and accrued liabilities   115,085
---------------------------------------------------

Net assets acquired . . . . . . . . . . .  $202,716
---------------------------------------------------

---------------------------------------------------

Consideration paid:
 Shares issued. . . . . . . . . . . . . .  $202,716
---------------------------------------------------
</TABLE>

Proforma  financial  information:

If  the  acquisitions of CallDirect and Virtualsellers.com had occurred on March
1,  1999,  the  results  of  selected  operating  accounts  would be as follows:

<TABLE>
<CAPTION>

---------------------------------------------
<S>                              <C>
Revenues. . . . . . . . . . . .  $   772,019
Loss before extraordinary items   (4,832,073)
Loss for the year . . . . . . .   (4,832,073)
Loss per common share . . . . .        (0.05)
-------------------------------  ------------
</TABLE>


4.  REORGANIZATION  PLAN  AND  GAIN  ON  FORGIVENESS  OF  DEBT:

On  January  14,  1997,  the Company and its Canadian subsidiaries filed for and
received  protection under the Company Creditors' Arrangements Act ("CCAA").  On
July  4,  1997,  the Company submitted a Reorganization Plan (the "Plan") to its
secured  and  unsecured creditors.  Secured and unsecured creditors approved the
Plan  on  August  8,  1997.

<PAGE>
VIRTUALSELLERS.COM,  INC.
(Formerly  Suncom  Telecommunications  Inc.)

Notes  to  Consolidated  Financial  Statements,  page  7
(Expressed  in  U.S.  dollars)

Years  ended  February  29,  2000  and  February  28,  1999  and  1998


4.  REORGANIZATION  PLAN  AND  GAIN  ON  FORGIVENESS  OF  DEBT  (CONTINUED):

During  the  year  ended  February  28,  1998,  the Company recognized a gain on
forgiveness  of debt of approximately $18,544,000 (CDN $25,700,000) representing
total  secured and unsecured debt of approximately $24,678,000 (CDN $34,200,000)
less  $4,400,000  (CDN  $6,100,000)  paid to secured and unsecured creditors and
less  a  further  estimated  payment  of  $1,734,000 (CDN $2,400,000), which was
retained  in a trust fund and subject to court approval for release.  During the
year  ended  February 28, 1999, approximately $734,000 (CDN $900,000) was repaid
from  the  trust  fund  leaving  a  balance  of  approximately  $1,000,000  (CDN
$1,500,000).  During  the year ended February 29, 2000, the remaining funds were
paid  from  the  trust  fund  to  unsecured  creditors after settling trust fund
expenses  and  other  claims.

5.  SALE  OF  ASSETS:

On  April  7,  1997,  the  Company  sold its accounts receivable, capital assets
including  leased  assets,  licences  and  acquired  customer  base  for cash of
$4,980,815 (CDN $6,750,000).  These assets sold represented all of the Company's
and  subsidiaries'  significant  operating  assets  on  this  date.

Of  the  $4,980,815  (CDN  $6,750,000) received, $675,000 (CDN $1,000,000) was a
conditional  payment  to protect the purchaser against incorrect representations
or  warranties  by  the Company and its subsidiaries in relation to the accounts
receivable  and  customer  base sold.  The contingent payment was to be released
150  days  after  April  8,  1997  if  the  purchaser  made no claim against the
hold-back.  The  purchaser  disputed the entire amount of the hold-back, whereas
the  Company  believed  the  hold-back  should  be  released  in  its  entirety.

During  fiscal  2000,  this  contingency  was  settled  by agreement between the
parties.  Under  the  settlement,  CDN  $700,000  was  paid  into the CCAA trust
account for CCAA creditors, CDN $25,000 was paid to the Company and CDN $275,000
was  returned  to  the  purchaser.

6.  DISPOSAL  OF  CNC  AND  CNT:

On  April  30,  1997,  the  Company  sold  the common shares of its wholly-owned
subsidiary, CNC, including CNC's wholly-owned subsidiary, CNT, for cash proceeds
of $2,218,000 (CDN $3,070,000).  After deducting commissions paid on the sale of
$43,000  (CDN $60,000), the Company realized a gain on the sale of approximately
$2,175,000  (CDN  $3,010,000).

<PAGE>
VIRTUALSELLERS.COM,  INC.
(Formerly  Suncom  Telecommunications  Inc.)

Notes  to  Consolidated  Financial  Statements,  page  8
(Expressed  in  U.S.  dollars)

Years  ended  February  29,  2000  and  February  28,  1999  and  1998


6.  DISPOSAL  OF  CNC  AND  CNT  (CONTINUED):

Additional contingent consideration was to be receivable to the extent of 15% of
CNC's  consolidated  net income for each fiscal year of CNC commencing 36 months
after  April 30, 1997 but limited to the amount of intercorporate loans owing to
the  Company  by  CNC  and  CNT  at  the  time  of  the  sale  of  approximately
$95,600,000.  Contingent  consideration was to be recorded when the amounts were
determinable.  The first $500,000 of contingent consideration received was to be
payable  to  a  secured creditor as disclosed in note 3.  Any additional amounts
were  to  be  available  to  the  Company  and were not to be available for CCAA
creditors  (note  4).

During  fiscal  2000, the Company sold its right to the contingent consideration
and  related  loans  for $390,000 (CDN $575,000).  By agreement with the secured
creditor  discussed  above,  the Company paid cash of $244,000 (CDN $360,000) to
the  secured  creditor  and  retained  $146,000  (CDN  $215,000).

7.  PREPAID  EXPENSES  AND  ADVANCES:

<TABLE>
<CAPTION>


-----------------------------------
                    2000     1999
-----------------------------------
<S>               <C>       <C>
Prepaid expenses  $221,386  $ 3,349
Deposits . . . .    20,924   11,080
-----------------------------------
                  $242,310  $14,429
-----------------------------------
</TABLE>



8.  EQUIPMENT:
<TABLE>
<CAPTION>
--------------------------------------------------------------
                                                          2000
--------------------------------------------------------------
                                        Accumulated  Net  book
                            Cost       depreciation      value
--------------------------------------------------------------
<S>                     <C>            <C>            <C>
Office equipment . . .  $     886,016  $     153,031  $  732,985
Computer hardware. . .        958,275         99,918     858,357
Computer software. . .        126,603         27,882      98,721
Leasehold improvements        262,564         25,770     236,794
----------------------------------------------------------------
                        $   2,233,458  $     306,601  $1,926,857
----------------------------------------------------------------

----------------------------------------------------------------
                                                            1999
                                                    ------------
                             Accumulated                Net book
  Cost . . . . . . . .       depreciation                  value
----------------------------------------------------------------
Office equipment . . .  $     119,099  $      21,299  $   97,800
----------------------------------------------------------------
</TABLE>


<PAGE>

VIRTUALSELLERS.COM,  INC.
(Formerly  Suncom  Telecommunications  Inc.)

Notes  to  Consolidated  Financial  Statements,  page  9
(Expressed  in  U.S.  dollars)

Years  ended  February  29,  2000  and  February  28,  1999  and  1998


9.  LONG-TERM  DEBT:

<TABLE>
<CAPTION>

-----------------------------------------------------
                                    2000      1999
-----------------------------------------------------
<S>                                 <C>    <C>
2000 series convertible debentures  $   -  $ 272,861
Less current portion . . . . . . .      -   (272,861)
-----------------------------------------------------
                                    $   -  $       -
-----------------------------------------------------
</TABLE>



2000  series  convertible  debentures:
--------------------------------------

As  part  of  a  U.S. $4,000,000 offering of convertible debentures, the Company
received  U.S.  $272,861  between  January  19, 1999 and February 28, 1999.  The
debentures  earned  interest at 8% per annum, were repayable on January 15, 2000
and  were  convertible into common shares of the Company at a rate of U.S. $0.18
per share (conversion rate equal to the market value of the common shares at the
date  of issuance of the convertible debentures).  The Company received $852,974
in  fiscal  2000  in  additional 2000 series convertible debentures.  All of the
debentures  converted  into  common  shares  in  fiscal  2000.

10.  SHARE  CAPITAL:

(a)  Authorized:

200,000,000  common  stock  without  par  value

150,000,000  class  A  preference  stock  without  par  value

150,000,000  class  B  preference  stock  without  par  value

(b)  Commitments  to  issue  common  shares:

The Company has committed to issue 13,000,000 shares to former creditors under a
reorganization  plan as disclosed in note 3.  As at February 28, 2000, 8,678,862
(1999  -  8,183,337) shares have been issued to creditors leaving an outstanding
commitment  to  issue  4,321,138  (1999  -  4,816,663)  shares.

(c)  Reduction  of  common  share  stated  capital:

On  August 22, 1996, the shareholders of the Company passed a special resolution
to  reduce the stated capital of the Company's common shares by $86,729,000 (CDN
$117,535,000).  For  accounting purposes, the recorded amounts for common shares
and  deficit  have  not  been  adjusted.


<PAGE>
VIRTUALSELLERS.COM,  INC.
(Formerly  Suncom  Telecommunications  Inc.)

Notes  to  Consolidated  Financial  Statements,  page  10
(Expressed  in  U.S.  dollars)

Years  ended  February  29,  2000  and  February  28,  1999  and  1998


10.  SHARE  CAPITAL  (CONTINUED):

(d)  Warrants  and  options:

At  February  29,  2000,  the  Company  has  361,710  share  purchase  warrants
outstanding which expire on April 26, 2001.  Each warrant entitles the holder to
purchase  one  common share for CDN $1.50.  The Company also has 1,000,000 share
purchase  warrants  outstanding  which  expire  on  June 30, 2001.  Each warrant
entitles  the  holder  to  purchase one common share for CDN $1.00.  The Company
also  has  77,255  warrants outstanding which expire on September 8, 2000.  Each
warrant  entitles  the  holder  to  purchase  one common share for no additional
consideration.  These  warrants were issued to creditors of CallDirect to settle
outstanding  indebtedness.  The Company has 100,000 stock options outstanding at
an  exercise  price  of  $1.28,  expiring  January  31, 2001  These options were
originally  granted  in  fiscal  1997.

(e)  Issuance  of  shares  for  non-monetary  consideration:

Shares  issued  for  employee  and  director  compensation, to third parties for
services  rendered,  for settlement of debt and for the acquisition of assets or
businesses are recorded based upon the market trading value of the shares at the
date  of  the  related  agreements  to  issue  the  shares.

11.  INCOME  TAXES:

Loss  before  income  taxes  consists  of  the  following:

<TABLE>
<CAPTION>
-------------------------------------------------------
                   2000          1999          1998
-------------------------------------------------------
<S>            <C>           <C>           <C>
Canada. . . .  $(2,869,047)  $(1,595,478)  $18,166,223
United States   (1,679,183)     (134,509)      (41,918)
-------------------------------------------------------
               $(4,548,230)  $(1,595,478)  $18,124,305
-------------------------------------------------------
</TABLE>

Income  tax  expense  (recovery)  attributable to earning (loss) from operations
differs  from  the  amounts  computed  by  applying  the  combined  federal  and
provincial  income  tax  rate  of  approximately 45.6% to earnings (loss) before
taxes  as  a  result  of  the  following:
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------
                                                          2000         1999         1998
--------------------------------------------------------------------------------------------
<S>                                                   <C>           <C>         <C>
At statutory rates . . . . . . . . . . . . . . . . .  $(2,074,000)  $(728,000)  $ 8,265,000

Losses and other timing differences not tax-affected    1,821,000     723,000       192,000
Non-deductible items and other . . . . . . . . . . .      253,000       5,000    (2,160,000)
Utilization of prior year losses . . . . . . . . . .            -           -    (6,297,000)
--------------------------------------------------------------------------------------------
                                                              -$-   $       -   $         -
--------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
VIRTUALSELLERS.COM,  INC.
(Formerly  Suncom  Telecommunications  Inc.)

Notes  to  Consolidated  Financial  Statements,  page  11
(Expressed  in  U.S.  dollars)

Years  ended  February  29,  2000  and  February  28,  1999  and  1998


11.  INCOME  TAXES  (CONTINUED):

The  tax effects of temporary differences that give rise to significant portions
of  the  future  tax  assets  and  liabilities  are  as  follows:

<TABLE>
<CAPTION>


--------------------------------------------------------------
                                        2000          1999
--------------------------------------------------------------
<S>                                 <C>           <C>
Future tax assets:
Canada:
Net operating losses carry forward  $ 5,438,771   $ 3,970,290
Other. . . . . . . . . . . . . . .      370,265       723,855
--------------------------------------------------------------
                                      5,809,036     4,694,145

United States:
Net operating losses carry forward      566,504             -
--------------------------------------------------------------
                                      6,375,540     4,694,145
Less valuation allowance . . . . .   (6,375,540)   (4,694,145)
--------------------------------------------------------------

Net future tax assets. . . . . . .            -             -
--------------------------------------------------------------
</TABLE>


As  at February 29, 2000, the Company has accumulated losses for tax purposes of
approximately  $13,604,000 which may be carried forward to reduce taxable income
in  future  years.  These  losses  may  be  claimed  no  later  than:

<TABLE>
<CAPTION>
---------------------------------------------------------
                                  Canada    United States
---------------------------------------------------------
<S>                <C>         <C>            <C>
February 28,             2000         26,565          -
                         2001        430,713          -
                         2002      2,479,413          -
                         2003      2,049,319          -
                         2004      1,733,883          -
                         2005      2,349,665          -
                         2006      3,074,788          -
                         2007              -          -
                         2020              -  1,460,061
-------------------------------------------------------
                                  12,144,346  1,460,061
-------------------------------------------------------
</TABLE>




<PAGE>
VIRTUALSELLERS.COM,  INC.
(Formerly  Suncom  Telecommunications  Inc.)

Notes  to  Consolidated  Financial  Statements,  page  12
(Expressed  in  U.S.  dollars)

Years  ended  February  29,  2000  and  February  28,  1999  and  1998


12.  SEGMENTED  INFORMATION:

The  Company  has three operating segments - a call center division, a catalogue
division  ("CallDirect") and an e'commerce division ("Virtualsellers.com").  The
call  center  and  e'commerce  segments are located in the United States and the
catalogue  segment  is  located in British Columbia, Canada.  The e'commerce and
catalogue  segments were acquired in fiscal 2000.  The Company had one operating
segment  in  1999  -  the Call Center.  Segmented information for the year ended
February  29,  2000  and  for  the  year  ended February 28, 1998 is as follows:

OPERATING  SEGMENTS:

2000
----

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
                    Call  Center  Catalogue  e'commerce  Segment
                    Segment       Segment    Segment     Eliminations  Total
---------------------------------------------------------------------------------
<S>                 <C>         <C>         <C>          <C>         <C>

Gross revenue       $333,222    $247,526    $124,170                    $704,918
---------------------------------------------------------------------------------

Segment loss        $(212,625)  $(120,368)  $(1,491,558)             $(1,824,551)
Corporate                                                            (2,888,679)
---------------------------------------------------------------------------------

Loss for the year                                                   $(4,693,230)
---------------------------------------------------------------------------------

Segment assets      $155,618    $286,048    $1,839,034   $          $  2,255,700
Corporate assets                                                         484,190
---------------------------------------------------------------------------------

Total assets                                             $          $  2,739,890
---------------------------------------------------------------------------------

Equipment additions:

Equipment           $52,845     $1,191      $1,571,791   $          $  1,625,827
---------------------------------------------------------------------------------

Corporate                                                                      -
---------------------------------------------------------------------------------

                                                                    $  1,625,827
---------------------------------------------------------------------------------

Depreciation and amortization expense:

Equipment           $23,356     $39,553     $107,432     $-         $    170,341
---------------------------------------------------------------------------------

Corporate assets                                                               -
---------------------------------------------------------------------------------

                                                                    $    170,341
---------------------------------------------------------------------------------
</TABLE>




<PAGE>
VIRTUALSELLERS.COM,  INC.
(Formerly  Suncom  Telecommunications  Inc.)

Notes  to  Consolidated  Financial  Statements,  page  13
(Expressed  in  U.S.  dollars)

Years  ended  February  29,  2000  and  February  28,  1999  and  1998


12.  SEGMENTED  INFORMATION  (CONTINUED):
OPERATING  SEGMENTS  (CONTINUED)

1998
----
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------
                                        Call  Center Long-Distance Segment
                                           Segment     Segment   Eliminations    Total
----------------------------------------------------------------------------------------
<S>                                      <C>           <C>       <C>            <C>
Gross revenue . . . . . . . . . . . . .  $    17,945   $902,587  $           -  $920,532
----------------------------------------------------------------------------------------

Segment income (loss) . . . . . . . . .  $   (29,973)  $266,997              -   237,024
Corporate . . . . . . . . . . . . . . .   (1,057,017)
----------------------------------------------------------------------------------------

Loss before extraordinary item. . . . .                                      $  (819,993)
----------------------------------------------------------------------------------------

Segment assets. . . . . . . . . . . . .  $   146,930   $      -  $           -  $146,930

Corporate assets. . . . . . . . . . . .      734,174
----------------------------------------------------------------------------------------

Total assets. . . . . . . . . . . . .                                    .  $    881,104
----------------------------------------------------------------------------------------

Equipment additions:

Equipment . . . . . . . . . . . . . . .  $    14,568   $      -  $           -  $ 14,568
----------------------------------------------------------------------------------------

Corporate . . . . . . . . . . . . . . .                                               -
----------------------------------------------------------------------------------------

                                                                             $    14,568
----------------------------------------------------------------------------------------

Depreciation and amortization expense:

Equipment . . . . . . . . . . . . . . .  $     2,914   $  2,263  $           -  $  5,177
----------------------------------------------------------------------------------------

Corporate assets. . . . . . . . . . . .                                                -
----------------------------------------------------------------------------------------
                                                                             $     5,177
----------------------------------------------------------------------------------------
</TABLE>


<PAGE>

VIRTUALSELLERS.COM,  INC.
(Formerly  Suncom  Telecommunications  Inc.)

Notes  to  Consolidated  Financial  Statements,  page  14
(Expressed  in  U.S.  dollars)

Years  ended  February  29,  2000  and  February  28,  1999  and  1998


12.  SEGMENTED  INFORMATION  (CONTINUED):

GEOGRAPHIC  SEGMENTS:

2000
----

<TABLE>
<CAPTION>

------------------------------------------------------------------
                              United  Segment
                   Canada     States  Eliminations   Total
------------------------------------------------------------------
<S>                <C>        <C>     <C>            <C>

Gross revenue      $247,526  $  457,392  $             $  704,918
------------------------------------------------------------------

Location of assets:
Equipment          $178,828  $1,748,029  $-            $1,926,857
------------------------------------------------------------------
</TABLE>


13.  RELATED  PARTY  TRANSACTIONS:

Included  in accounts receivable is $nil (1999 - $26,136) due from the Company's
President  (and  Director) and Concept 10 Inc., a wholly-owned subsidiary of the
Company's  President  (and  Director).  Payments totalling $267,000 were made to
the  President and Concept 10 Inc. during the year ended February 29, 2000 (1999
-  $nil;  1998  -  $nil)  for  services  rendered  in  connection with a private
placement  of  common  shares.

14.  NON-CASH  TRANSACTIONS  AND  SUPPLEMENTAL  DISCLOSURES:

The  Company  had  the  following  material  non-cash  transactions:

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------
                                                2000        1999       1998
-----------------------------------------------------------------------------
<S>                                          <C>         <C>         <C>
Issuance of shares for:
Employee and director compensation. . . . .  $2,496,669  $  646,137  $228,544
Conversion of debentures and notes payable.   1,125,835     912,252         -
Acquisition of VirtualSellers (note 2). . .      50,000           -         -
Acquisition of Call Direct (note 3) . . . .     202,716           -         -
Acquisition of equipment. . . . . . . . . .      87,000           -         -
Settlement of debt. . . . . . . . . . . . .           -           -    20,225
Services received . . . . . . . . . . . . .     580,654           -   132,558
-----------------------------------------------------------------------------
                                             $4,542,874  $1,558,389  $381,327
-----------------------------------------------------------------------------
</TABLE>



Interest  of $nil (1999 - $14,475; 1998 - $nil) was paid in the year.  No income
taxes  were  paid  in  the  years  presented.


<PAGE>
VIRTUALSELLERS.COM,  INC.
(Formerly  Suncom  Telecommunications  Inc.)

Notes  to  Consolidated  Financial  Statements,  page  15
(Expressed  in  U.S.  dollars)

Years  ended  February  29,  2000  and  February  28,  1999  and  1998


15.  COMMITMENTS  AND  CONTINGENCIES:

(a)  Executive  compensation:

The Company is committed to annual salary payments of $300,000 to the President.
Upon  termination  of  employment  by  the Company, the President is entitled to
payments  equal  to  two years salary.  In addition, under certain circumstances
constituting  a  change  of control of the Company, the President is entitled to
receive  a  cash payment of $600,000 and 1,000,000 common shares in the Company.
In  the event of a transfer, sale, merger, takeover, acquisition, reorganization
or  consolidation  of  the  Company, the President is entitled to receive common
shares  in  the  Company equal to 1.5% of the monetary value of the transaction.

(b)  Commitment  to  issue  shares:

The  Company acquired software in fiscal 2000 for the issuance of 300,000 common
shares.  The  Company  is  committed  to  a further 300,000 common shares to the
vendor  if  the  vendor  has successfully trained the Company's employees in the
use,  operation  and development of the software.  The additional 300,000 shares
will  be  recorded  when  this  contingency  is  resolved.

(c)  Lawsuit:

A  former  employee  has  commenced  a lawsuit against the Company concerning an
injunction  imposed on shares held by the employee.  The employee is claiming to
have the injunction released as well as damages of $200,000.  The outcome of the
litigation  is  not  determinable  at  this  time.

(d)  Settlement  of  lawsuit:

The  Company  settled  a lawsuit during fiscal 1998 whereby the Company received
$450,000  for a claim against a third party for breach of contract.  The Company
had  paid  approximately  $1,350,000  to  the third party for the development of
technology  which was never completed.  The loss recorded of $1,127,145 includes
legal  and  other  related  expenses.

(e)  Operating  leases:

The  Company  is  committed  to  annual  office and equipment rental payments as
follows:


2001                                       $     315,000
2002                                             347,000
2003                                             261,000
2004                                             258,000
2005                                                   -
----                                                   -

                                            $  1,181,000
                                            ------------


<PAGE>
VIRTUALSELLERS.COM,  INC.
(Formerly  Suncom  Telecommunications  Inc.)

Notes  to  Consolidated  Financial  Statements,  page  16
(Expressed  in  U.S.  dollars)

Years  ended  February  29,  2000  and  February  28,  1999  and  1998


16.  SALE  OF  TRADE  NAME:

During  fiscal  2000,  the Company settled a dispute with a third party over the
Company's  former  trade  name, Suncom Telecommunications.  The Company received
$975,000  in  cash in consideration for transferring the trade name to the third
party.  In  conjunction  with  this  settlement, the Company changed its name to
Virtualsellers.com,  Inc.

17.  RECONCILIATION  OF  CANADIAN TO UNITED STATES GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES  ("GAAP"):

These financial statements are prepared in accordance with US GAAP, which do not
differ materially from Canadian GAAP with respect to the accounting policies and
disclosures  in  these  financial  statements,  except  as  follows:

Under  US  GAAP,  a  reduction  in  an  accumulated deficit with a corresponding
reduction  in  common  share  stated  capital  is  only  permitted  in  limited
circumstances.  Under  Canadian GAAP, a reduction in an accumulated deficit with
a  corresponding  reduction  in  common  share  stated  capital  is permitted if
approved  by  the  shareholders  of  the  Company.  On  August  22,  1996,  the
shareholders  of  the  Company  passed a special resolution to reduce the stated
capital  of the Company's common shares by $86,729,000 (CDN - $117,535,000).  As
a  result,  under  Canadian  GAAP, commons tock and accumulated deficit would be
reduced  by  $86,729,000  for  all  years  presented.

Under  US  GAAP,  gains arising from extinguishment of debt that are included in
the  determination  of net income should be classified as an extraordinary item.
Under  Canadian  GAAP,  such  gains  would not be classified as an extraordinary
item.

18.  SUBSEQUENT  EVENTS:

(a)  Private  placement  of  common  shares:

Subsequent  to  February  29, 2000, the Company completed a private placement of
1,693,324  common  shares  at  a  price of $2.50 per share for total proceeds of
$4,233,350.  Concept  10  Inc., a company controlled by the Company and Director
of  the  Company, received commissions totalling $444,502 and was issued 200,000
agent's  warrants.

(b)  Acquisition  of  Sullivan  Park:

On  May  19, 2000, the Company acquired the business of Sullivan Park, LLC which
is  comprised  of  an  internet services business involved in the development of
on-line stores in Los Angeles, California.  The Company will issue common shares
at  a market value of $2,700,000 in share consideration and assume up to $16,285
in current debt of the vendor for total proceeds of $2,716,875.  The shares will
be  issued  no  later  than  one  year  from  the  date  of  acquisition.


<PAGE>
VIRTUALSELLERS.COM,  INC.
(Formerly  Suncom  Telecommunications  Inc.)
<TABLE>
<CAPTION>


Consolidated  Schedule  of  Selling,  general  and  Administrative  Expenses
(Expressed  in  U.S.  dollars)

------------------------------------------------------------------------
                                 Year  ended
                                 February 29,  Years ended February 28,
                                       2000        1999        1998
------------------------------------------------------------------------
<S>                                 <C>         <C>         <C>
Cash wages and benefits. . . . . .  $1,392,763  $   35,578  $  660,570
Non-cash wages and benefits. . . .   2,496,669     646,137     228,544
Rent, utilities and property taxes     451,428      98,253      49,886
Marketing and advertising. . . . .     292,654     236,108       9,752
Accounting and legal . . . . . . .     293,686     211,963     479,957
Consulting fees. . . . . . . . . .     248,121      41,968     127,652
Office and sundry. . . . . . . . .     230,490     126,588     384,477
Travel and promotion . . . . . . .     129,076      94,055      76,798
Internet . . . . . . . . . . . . .     126,787           -           -
Telephone. . . . . . . . . . . . .     105,897      32,871      13,017
Insurance. . . . . . . . . . . . .     100,773      65,403     152,371
Equipment rental . . . . . . . . .      51,479       5,203       2,417
Printing . . . . . . . . . . . . .      41,514      12,569       1,432
Billing system fees. . . . . . . .      30,723      11,720         947
Bank charges and interest. . . . .      23,266      14,873       1,285
Automobile . . . . . . . . . . . .      17,164      10,768       2,935
Licences, taxes and dues . . . . .       7,184         350           -
Subscriptions and dues . . . . . .       6,836         719           -
Bad debts. . . . . . . . . . . . .       4,248      22,833           -
Commissions. . . . . . . . . . . .           -         193       9,002
----------------------------------------------------------------------
                                    $6,050,758  $1,668,152  $2,201,042
----------------------------------------------------------------------
</TABLE>








<PAGE>


ITEM  9.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE.

None.

                                    PART III

Certain  information  required  by Part III is incorporated by reference in this
Annual Report on Form 10-K from the Company's definitive proxy statement for its
2000  Annual Meeting of Shareholders to be filed pursuant to Regulation 14A (the
"Proxy  Statement").

ITEM  10.     DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT.

The  information  required  by  this  Item is incorporated by reference from the
Proxy  Statement.

ITEM  11.     EXECUTIVE  COMPENSATION.

The  information  required  by  this  Item is incorporated by reference from the
Proxy  Statement.

ITEM  12.     SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The  information  required  by  this  Item is incorporated by reference from the
Proxy  Statement.

ITEM  13.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS.

The  information  required  by  this  Item is incorporated by reference from the
Proxy  Statement.

                                     PART IV

ITEM  14.     EXHIBITS,  FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

Reports  of  Form  8-K

The  Company  did  not  file  any  reports  on Form 8-K during the quarter ended
February  29,  2000.

<PAGE>

The  following  exhibits  are filed as part of or incorporated by reference into
this  Form  10-K.

Exhibit
Number          Exhibit  Title
------          --------------
 (3)     Articles  of  Incorporation  and  Bylaws

3.1     Certificate  of  Continuance,  dated  January  11,  1991

3.2     Certificate  of  Amendment,  dated  June  14,  1995

3.3     Certificate  of  Amendment,  dated  September  14,  1995

3.4     Certificate  of  Amendment,  dated  December  22,  1995

3.5     Certificate  of  Amendment,  dated  March  23,  1999

3.6     Certificate  of  Amendment,  dated  May  31,  1999

3.7     Certificate  of  Amendment,  dated  July  18,  1997

3.8     By-laws  of  the  Company

(10)     Material  Contracts

     10.1     Release  and  Settlement  Agreement  between  the Company, R. John
Eccles  and  CallDirect  Capital  Corp.,  dated  September  8,  1999

     10.2     Management  Agreement  between  the  Company  and Dennis Sinclair,
dated  January  1,  2000-05-17

     10.3     Employment  Agreement  between  the  Company and Todd Garey, dated
July  31,  1999

     10.4     Employment  Agreement  between  the  Company and Nathan S. Bawden,
dated  June  30,  1999

     10.5     Employment Agreement between the Company and Everett Palmer, dated
June  15,  1999

     10.6     Employment  Agreement between the Company and Dorothy Tomek, dated
April  23,  1999

<PAGE>

     10.7     Employment  Agreement between the Company and Kevin Wielgus, dated
April  23,  1999

     10.8     Joint  Venture  Agreement  between  the  Company and IMC (Internet
Marketing  Consortium)  /  Cable  Print Network Marketing, Inc., dated March 14,
2000

     10.9     Partner  Agreement  between  Red  Hat, Inc. and the Company, dated
February  11,  2000

     10.10     LACD  Agreement  between  Red  Hat,  Inc.  and the Company, dated
February  11,  2000

     10.11     Assignment  Agreement  between  the  Company  and Xenon Financial
Services  Ltd.,  dated  May  31,  1999

     10.12     Lease  between the Company and Rolling Meadows Associates L.L.C.,
dated  May  10,  1999

     10.13     Settlement  and  Stock  Option  Agreement between the Company and
Todd  Ruelle,  dated  January,  2000

     10.14     Asset  Purchase Agreement between Virtualsellers.com, Inc., Kevin
Wielgus,  Dorothy Tomek and SunCom Telecommunications Inc., dated April 23, 1999

     10.15     Letter  Agreement  between  the  Company and Universal Electronic
Marketing  Inc.,  dated  April  24,  2000

     10.16     Asset  Purchase  Agreement  between the Company, Seth Russell and
Nathan  S.  Bawden,  dated  June  30,  1999

     10.17     Asset Purchase Agreement between the Company, William McGinty and
CallDirect  Enterprises  Inc.,  dated  May  6,  1999

     10.18     Lease  Agreement  between  Duke  Realty  Limited  Partnership and
Northstar  Transmission  Systems,  Inc.,  dated  December  27,  1997

     10.19     Co-operative Marketing Agreement between the Company and Rockwell
Electronic  Commerce  Corporation,  dated  March  15,  2000

     10.20     Employment Agreement between the Company and Michael J. Peterson,
dated  June  1,  2000

(21)     Subsidiaries  of  the  Company

     21.1     Canadian-American  Communications  Inc.

     21.2     Canadian  Northstar  Transmission  Systems  Ltd.

     21.3     Preferred  Telemanagement  Inc.  (formerly  Suncom  Telemanagement
Inc.)

     21.4     CAM-NET Cellular Inc. (formerly Direct Advantage, Inc. and Invoice
Reduction  Services,  Inc.

     21.5     NorthNet  Telecommunications Inc. (d.b.a. NorthStar Telesolutions)

     21.6     eCommerce  Solutions  Inc.  (d.b.a.  VirtualSellers.com)

(27)     Financial  Data  Schedule

<PAGE>

                                   SIGNATURES

     Pursuant  to  the  requirements  of  Section  13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized.


     VIRTUALSELLERS.COM,  INC.

     By:  /s/ Dennis Sinclair
          Dennis  Sinclair,  President,  CEO  and  Director

     Date:     June  14,  2000

     Pursuant  to  the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons  on  behalf of the
registrant  and  in  the  capacities  and  on  the  dates  indicated.


     By:  /s/ Dennis Sinclair
          Dennis  Sinclair,  President,  CEO  and  Director
     Date:     June  14,  2000


     By:   /s/ Mel Baillie
          Mel  Baillie,  Director
     Date:     June  14,  2000


     By:   /s/ Grayson Hand
          Grayson  Hand,  Director
     Date:     June  14,  2000



<PAGE>