OMB APPROVAL
                                                         OMB  Number:  3235-0066
                                                      Expires:  April  30,  1995
                                                      Estimated  average  burden
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                                                       -------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON,  D.C.  20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            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)

                       EMPLOYMENT AGREEMENT - IAN SINCLAIR
                       -----------------------------------
                            (Full title of the plan)

                                 DENNIS SINCLAIR
                            VIRTUALSELLERS.COM, INC.
                      SUITE 1000, 120 NORTH LASALLE STREET
                            CHICAGO, ILLINOIS  60602
                     (Name and address of agent for service)

                                 (312) 920-9999
                                 --------------
          (Telephone number, including area code, of agent for service)

Copies of all communications, including all communications sent to the agent for
service, should be sent to:

                                VIRGIL  Z.  HLUS
                   CLARK,  WILSON,  BARRISTERS  AND  SOLICITORS
                      #800  -  885  WEST  GEORGIA  STREET
                 VANCOUVER,  BRITISH  COLUMBIA,  CANADA,  V6C  3H1
                           TELEPHONE:  (604)  687-5700
                           ---------------------------

<PAGE>

<TABLE>
<CAPTION>


                                    CALCULATION OF REGISTRATION FEE
<S>                              <C>            <C>                <C>                 <C>

                                                Proposed           Proposed
Title of Securities to. . . . .  Amount to be   Maximum Offering   Maximum Aggregate   Amount of
be Registered . . . . . . . . .  Registered     Price Per Share    Offering Price      Registration Fee
-------------------------------  -------------  -----------------  ------------------  ------------------
Common Stock, with. . . . . . .  A maximum of
par value $0.001. . . . . . . .  25,000 shares           1.765(1)           44,125(1)  $        11.65 (1)
-------------------------------  -------------  -----------------  ------------------  ------------------
<FN>

(1)     The  price  is  estimated  in accordance with Rule 457(h)(1) under the Securities Act of 1933, as
amended,  solely for the purpose of calculating the registration fee, based on the average of the bid and
asked  price  ($1.75  bid;  $1.78  ask)  of  the  common stock as reported on the National Association of
Securities  Dealers  Inc.'s  Over  the  Counter  Bulletin  Board  on  July  18,  2000.

(2)     The  Employment  Agreement  between  the  Company  and  Ian  Sinclair  (the "Sinclair Agreement")
authorizes  the  issuance  of  a  maximum  of  25,000  common  shares,  all of which are being registered
hereunder.
</TABLE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION.

In  accordance  with  the  rules  and regulations of the Securities and Exchange
Commission,  the  documents  containing  the information called for in Part I of
Form  S-8  will  be  sent  or  given  to  the  individual  (Ian Sinclair) who is
participating  in  the  Sinclair  Agreement.

This  Registration  Statement  relates  to  the  offering of a maximum of 25,000
common shares (the "Shares") in the capital stock of the Company pursuant to the
Sinclair  Agreement.

ITEM  2.     COMPANY  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.

Upon  written or oral request, any of the documents incorporated by reference in
Item  3  of  Part  II  of  this  Registration  Statement  (which  documents  are
incorporated  by  reference in the Section 10(a) Prospectus) and other documents
required  to  be delivered to Mr. Sinclair pursuant to Rule 428(b) are available
without  charge  by  contacting:

                            Virtualsellers.com, Inc.
                      Suite 1000, 120 North LaSalle Street
                            Chicago, Illinois  60602
                            Attention:  The President
                          (Telephone:  (312) 920-9999)

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  filed  by  the  Company  are  incorporated  herein by
reference:

1.     The  description  of  the  Company's shares contained in the Registration
Statement  on  Form  20-F  (SEC  document  number  91-211193),  filed  with  the
Securities  and  Exchange  Commission  on  January 14, 1991 (copies of which are
available  through  commercial  document  retrieval  services,

<PAGE>

such  as  Primark,  whose  telephone  number  is  1-800-777-3272), including all
amendments  and  reports  for  the  purpose  of  updating  such  description;

2.     The  Company's  Form  10-K  Annual  Report,  filed  on June 14, 2000; and

3.     The  Company's  Form  10-Q  Quarterly  Report,  filed  on  July 14, 2000.

In  addition  to  the foregoing, all documents subsequently filed by the Company
pursuant  to  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of  1934,  prior to the filing of a post-effective amendment indicating that all
of  the  securities  offered  hereunder  have  been  sold  or  deregistering all
securities  then  remaining  unsold,  shall  be  deemed  to  be  incorporated by
reference  in this Registration Statement and to be part hereof from the date of
filing of such documents.  Any statement contained in a document incorporated by
reference  in  this  Registration  Statement  shall  be deemed to be modified or
superseded  for  purposes  of  this  Registration Statement to the extent that a
statement  contained  herein  or in any subsequently filed document that is also
incorporated  by  reference  herein  modifies or supersedes such statement.  Any
statement  so  modified or superseded shall not be deemed, except as so modified
or  superseded,  to  constitute  a  part  of  this  Registration  Statement.

You may read and copy any reports, statements of other information were filed at
the  SEC's  Public  Reference  Rooms at 450 Fifth Street, N.W., Washington, D.C.
20549.  Please  call  the  SEC  at 1-800-SEC-0330 for further information on the
Public  Reference Rooms.  The Company's filings are also available to the public
from  commercial  document  retrieval services, such as Primark, whose telephone
number  is  1-800-777-3272.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Not  applicable.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

Section  124  of  the  Canada Business Corporations Act (the "CBCA") provides as
follows  with  respect  to  the  indemnification  of  directors  and  officers:

(1)     Except  in  respect  of  an action by or on behalf of the corporation or
body  corporate to procure a judgment in its favour, a corporation may indemnify
a  director  or  officer of the corporation, a former director or officer of the
corporation  or  a  person  who  acts or acted at the corporation's request as a
director  or  officer  of  a body corporate of which the corporation is or was a
shareholder  or  creditor,  and his heirs and legal representatives, against all
costs,  charges  and  expenses,  including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of any civil, criminal
or  administrative action or proceeding to which he is made a party by reason of
being  or  having  been  a  director  or  officer  of  such  corporation or body
corporate,  if:

     (a)     he  acted  honestly  and  in  good  faith  with  a view to the best
interests  of  the  corporation;  and

     (b)     in  the  case  of a criminal or administrative action or proceeding
that  is enforced by a monetary penalty, he had reasonable grounds for believing
that  his  conduct  was  lawful.

(2)     A  corporation  may  with  the  approval  of  a court indemnify a person
referred  to  in  subsection  (1) in respect of an action by or on behalf of the
corporation  or  body corporate to procure a judgment in its favour, to which he
is  made  a  party by reason of being or having been a director or an officer of
the  corporation  or  body  corporate,  against  all costs, charges and expenses
reasonably  incurred  by  him  in  connection with such action if he fulfils the
conditions  set  out  in  paragraphs  (1)(a)  and  (b).

<PAGE>

(3)     Notwithstanding  anything  in  this  section,  a  person  referred to in
subsection  (1)  is entitled to indemnity from the corporation in respect of all
costs,  charges  and  expenses reasonably incurred by him in connection with the
defence  of  any civil, criminal or administrative action or proceeding to which
he  is  made  a party by reason of being or having been a director or officer of
the  corporation  or  body  corporate,  if  the  person  seeking  indemnity:

     (a)     was  substantially  successful  on the merits in his defence of the
action  or  proceeding;  and

     (b)     fulfils  the  conditions  set  out  in  paragraphs  (1)(a) and (b).

(4)     A corporation may purchase and maintain insurance for the benefit of any
person  referred  to  in  subsection  (1) against any liability incurred by him:

     (a)     in his capacity as a director or officer of the corporation, except
where  the  liability  relates  to his failure to act honestly and in good faith
with  a  view  to  the  best  interests  of  the  corporation;  or

     (b)     in  his capacity as a director or officer of another body corporate
where  he  acts  or  acted in that capacity at the corporation's request, except
where  the  liability  relates  to his failure to act honestly and in good faith
with  a  view  to  the  best  interests  of  the  body  corporate.

(5)     A  corporation  or a person referred to in subsection (1) may apply to a
court  for  an order approving an indemnity under this section and the court may
so  order  and  make  any  further  order  it  thinks  fit.

(6)     An  applicant under subsection (5) shall give the Director notice of the
application  and the Director is entitled to appear and be heard in person or by
counsel.

(7)     On an application under subsection (5), the court may order notice to be
given  to  any  interested  person  and such person is entitled to appear and be
heard  in  person  or  by  counsel.

The  Company's  By-Laws

Section  8.01  of  Part VIII of the by-laws of the Company contain provisions to
limit  the  liability of directors and officers for the acts, receipts, neglects
or  defaults  of  other  directors, officers or employees, or for joining in any
receipt  or  other  act  for  conformity,  or  for  any  loss, damage or expense
happening to the Company through the insufficiency or deficiency of title of any
property  acquired  for or on behalf of the Company, or for the insufficiency or
deficiency  of  any  security  in or upon which any of the moneys of the Company
shall  be  invested,  or  for  any  loss  or damage arising from the bankruptcy,
insolvency  or  tortious  acts  of  any  person  with  whom  any  of the moneys,
securities  or  effects  of  the  Company  shall  be  deposited, or for any loss
occasioned  by  an  error or judgment or oversight on the part of any officer or
director,  or  for  any  other  loss,  damage or misfortune whatever which shall
happen  in  the  execution  of  the  duties  of such directors of officers or in
relation  thereto;  provided  that  nothing herein shall relieve any director or
officer  from  the duty to act in accordance with the CBCA or from liability for
any  breach  thereof.

Section  8.02  of  Part  VIII  of  the by-laws of the Company contain provisions
entitling  the  Company's  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, provided that:(a) such director or officer acted
honestly  and  in  good  faith with a view to the best interests of the Company;
and(b)  in the case of a criminal or administrative action or proceeding that is
enforced  by a monetary penalty, such director or officer had reasonable grounds
for  believing  that his/her conduct was lawful.  The Company has also agreed to
indemnify such officers and directors in other circumstances as the CBCA permits
or  requires.  In  addition,  the by-laws of the Company allow for insurance for
the  benefit  of  officers and directors of the Company against such liabilities
and  in  such  amounts  as  the  Board  may  determine.  Such

<PAGE>

provisions  do  not  eliminate the personal liability of the Company's directors
and  officers  for monetary damages as a result of a breach of fiduciary duty or
for  any  actions  or  omissions  which  were  not  done  in  good  faith.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  Applicable.

ITEM  8.     EXHIBITS.

     4.1     Employment  Agreement  between  the Company and Ian Sinclair, dated
             March  1,  2000

     5       Opinion  of  Clark,  Wilson

     23.1    Consents  Clark,  Wilson  (included  in  Exhibit  5)

     23.2    Consent  of  Independent  Auditor  (KPMG  LLP)

     24      Power  of  Attorney  (included  in  signature  page)

ITEM  9.     UNDERTAKINGS.

(a)     The  Company  hereby  undertakes:

(1)     To  file,  during  any period in which offers or sales are being made, a
post-effective  amendment  to  this  Registration  Statement:

        (i)  To include any prospectus  required  by  Section  10(a)(3)  of  the
             Securities  Act  of  1933,  as  amended   (the  "Securities  Act").

        (ii) To  reflect  in  the  prospectus  any facts or events arising after
             the  effective  date  of  this  Registration Statement (or the most
             recent post-effective amendment  hereof)  which, individually or in
             the aggregate,  represent  a fundamental  change in the information
             set forth in this Registration Statement;

       (iii) To  include  any  material  information  with  respect  to the plan
             of  distribution  not  previously  disclosed  in  this Registration
             Statement  or any material  change  to  such  information  in  this
             Registration  Statement;

PROVIDED,  HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to  be  included  in  a post-effective amendment by those
paragraphs  is  contained  in  periodic reports filed by the Company pursuant to
Section  13  or  15(d) of the Exchange Act that are incorporated by reference in
this  Registration  Statement.

(2)     That,  for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement  relating  to the securities offered therein, and the offering of such
securities  at  the  time  shall  be deemed to be the initial bona fide offering
thereof.

(3)     To  remove  from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)     The  Company  hereby  undertakes  that,  for purposes of determining any
liability  under  the Securities Act, each filing of the Company's annual report
pursuant  to  Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference  in  this  Registration  Statement  shall  be  deemed  to

<PAGE>

be  a  new registration statement relating to the securities offered herein, and
the  offering  of such securities at that time shall be deemed to be the initial
bona  fide  offering  thereof.

(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  may be permitted to directors, officers and persons controlling the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that  in  the  opinion  of the Commission such indemnification is against public
policy  as  expressed in the Securities Act and is, therefore, unenforceable. In
the  event that a claim for indemnification against such liabilities (other than
the  payment  by the Company of expenses incurred or paid by a director, officer
or  controlling  person  of the Company in the successful defense of any action,
suit  or proceeding) is asserted by such director, officer or controlling person
in  connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by  it  is against public policy as expressed in the Securities
Act  and  will  be  governed  by  the  final  adjudication  of  such  issue.

<PAGE>

                                   SIGNATURES

THE  COMPANY.  Pursuant  to  the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the  requirements  for  filing on Form S-8 and has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City of Vancouver, in the Province of British Columbia, on
the  13th  day  of  July,  2000.

(Registrant)     Virtualsellers.com,  Inc.

By  (Signature  and  Title)     /s/  Dennis  Sinclair
                                Dennis  Sinclair,  President  and
                                Chief  Executive  Officer

                                POWER OF ATTORNEY

KNOW  ALL  MEN  BY  THESE PRESENTS, that each individual whose signature appears
below  constitutes  and  appoints  Dennis  Sinclair  his  true  and  lawful
attorney-in-fact  and  agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and  all  amendments  (including post-effective amendments) to this Registration
Statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact  and  agent full power and authority to do and perform each and
every  act  and  thing  requisite  and  necessary  to  be  done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or  his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant  to  the  requirements of the Securities Act of 1933, this registration
statement  has been signed by the following persons in the capacities and on the
date  indicated.

(Signature)     /s/  Dennis  Sinclair
                Dennis  Sinclair
(Title)         President  and  Chief  Executive  Officer  (principal  executive
                officer)/Director
(Date)          July  13,  2000

(Signature)     /s/  Mel  Baillie
                Mel  Baillie
(Title)         Director
(Date)          July  13,  2000

(Signature)     /s/  Greg  Burnett
                Greg  Burnett
(Title)         Director
(Date)          July  19,  2000

<PAGE>

(Signature)     /s/  Grayson  Hand
                Grayson  Hand
(Title)         Director
(Date)          July  18,  2000

THE  PLAN.  Pursuant  to  the  requirements  of  the Securities Act of 1933, the
trustees  (or  other persons who administer the employee benefit plan) have duly
caused  this  registration  statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Chicago, in the State of
Illinois,  on  the  19th  day  of  July,  2000.

(Plan)     Employment  Agreement  between  Virtualsellers.com,  Inc  and  Ian
           Sinclair,  dated  for  reference  March  1,  2000.

By  (Signature  and  Title)     /s/  Dennis  Sinclair
                                Dennis  Sinclair,
                                President  and  Chief  Executive  Officer
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 21642}]
{"company-data": {"conformed-name": "VIRTUALSELLERS COM INC", "cik": "0000790948", "assigned-sic": "4813", "irs-number": "911353658", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41838", "film-number": "676104"}, "business-address": {"street1": "120 N LASALLE DR", "street2": "SUITE 1000", "city": "CHICAGO", "state": "IL", "zip": "60602", "phone": "3129209999"}, "mail-address": {"street1": "120 N LASALLE DR", "street2": "SUITE 1000", "city": "CHICAGO", "state": "IL", "zip": "60602"}, "former-company": [{"former-conformed-name": "SUNCOM TELECOMMUNICATIONS INC", "date-changed": "19980116"}, {"former-conformed-name": "CAM NET COMMUNICATIONS NETWORK INC", "date-changed": "19941208"}]}
OMB APPROVAL
                                                         OMB  Number:  3235-0066
                                                      Expires:  April  30,  1995
                                                      Estimated  average  burden
                                                        hours  per  response  49
                                                       -------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON,  D.C.  20549

                                    FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            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)

                       EMPLOYMENT AGREEMENT - IAN SINCLAIR
                       -----------------------------------
                            (Full title of the plan)

                                 DENNIS SINCLAIR
                            VIRTUALSELLERS.COM, INC.
                      SUITE 1000, 120 NORTH LASALLE STREET
                            CHICAGO, ILLINOIS  60602
                     (Name and address of agent for service)

                                 (312) 920-9999
                                 --------------
          (Telephone number, including area code, of agent for service)

Copies of all communications, including all communications sent to the agent for
service, should be sent to:

                                VIRGIL  Z.  HLUS
                   CLARK,  WILSON,  BARRISTERS  AND  SOLICITORS
                      #800  -  885  WEST  GEORGIA  STREET
                 VANCOUVER,  BRITISH  COLUMBIA,  CANADA,  V6C  3H1
                           TELEPHONE:  (604)  687-5700
                           ---------------------------
CALCULATION OF REGISTRATION FEE
Proposed           Proposed
Title of Securities to. . . . .  Amount to be   Maximum Offering   Maximum Aggregate   Amount of
be Registered . . . . . . . . .  Registered     Price Per Share    Offering Price      Registration Fee
-------------------------------  -------------  -----------------  ------------------  ------------------
Common Stock, with. . . . . . .  A maximum of
par value $0.001. . . . . . . .  25,000 shares           1.765(1)           44,125(1)  $        11.65 (1)
-------------------------------  -------------  -----------------  ------------------  ------------------
(1)     The  price  is  estimated  in accordance with Rule 457(h)(1) under the Securities Act of 1933, as
amended,  solely for the purpose of calculating the registration fee, based on the average of the bid and
asked  price  ($1.75  bid;  $1.78  ask)  of  the  common stock as reported on the National Association of
Securities  Dealers  Inc.'s  Over  the  Counter  Bulletin  Board  on  July  18,  2000.

(2)     The  Employment  Agreement  between  the  Company  and  Ian  Sinclair  (the "Sinclair Agreement")
authorizes  the  issuance  of  a  maximum  of  25,000  common  shares,  all of which are being registered
hereunder.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM  1.     PLAN  INFORMATION.

In  accordance  with  the  rules  and regulations of the Securities and Exchange
Commission,  the  documents  containing  the information called for in Part I of
Form  S-8  will  be  sent  or  given  to  the  individual  (Ian Sinclair) who is
participating  in  the  Sinclair  Agreement.

This  Registration  Statement  relates  to  the  offering of a maximum of 25,000
common shares (the "Shares") in the capital stock of the Company pursuant to the
Sinclair  Agreement.

ITEM  2.     COMPANY  INFORMATION  AND  EMPLOYEE  PLAN  ANNUAL  INFORMATION.

Upon  written or oral request, any of the documents incorporated by reference in
Item  3  of  Part  II  of  this  Registration  Statement  (which  documents  are
incorporated  by  reference in the Section 10(a) Prospectus) and other documents
required  to  be delivered to Mr. Sinclair pursuant to Rule 428(b) are available
without  charge  by  contacting:

                            Virtualsellers.com, Inc.
                      Suite 1000, 120 North LaSalle Street
                            Chicago, Illinois  60602
                            Attention:  The President
                          (Telephone:  (312) 920-9999)

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM  3.     INCORPORATION  OF  DOCUMENTS  BY  REFERENCE.

The  following  documents  filed  by  the  Company  are  incorporated  herein by
reference:

1.     The  description  of  the  Company's shares contained in the Registration
Statement  on  Form  20-F  (SEC  document  number  91-211193),  filed  with  the
Securities  and  Exchange  Commission  on  January 14, 1991 (copies of which are
available  through  commercial  document  retrieval  services,
such  as  Primark,  whose  telephone  number  is  1-800-777-3272), including all
amendments  and  reports  for  the  purpose  of  updating  such  description;

2.     The  Company's  Form  10-K  Annual  Report,  filed  on June 14, 2000; and

3.     The  Company's  Form  10-Q  Quarterly  Report,  filed  on  July 14, 2000.

In  addition  to  the foregoing, all documents subsequently filed by the Company
pursuant  to  Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of  1934,  prior to the filing of a post-effective amendment indicating that all
of  the  securities  offered  hereunder  have  been  sold  or  deregistering all
securities  then  remaining  unsold,  shall  be  deemed  to  be  incorporated by
reference  in this Registration Statement and to be part hereof from the date of
filing of such documents.  Any statement contained in a document incorporated by
reference  in  this  Registration  Statement  shall  be deemed to be modified or
superseded  for  purposes  of  this  Registration Statement to the extent that a
statement  contained  herein  or in any subsequently filed document that is also
incorporated  by  reference  herein  modifies or supersedes such statement.  Any
statement  so  modified or superseded shall not be deemed, except as so modified
or  superseded,  to  constitute  a  part  of  this  Registration  Statement.

You may read and copy any reports, statements of other information were filed at
the  SEC's  Public  Reference  Rooms at 450 Fifth Street, N.W., Washington, D.C.
20549.  Please  call  the  SEC  at 1-800-SEC-0330 for further information on the
Public  Reference Rooms.  The Company's filings are also available to the public
from  commercial  document  retrieval services, such as Primark, whose telephone
number  is  1-800-777-3272.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

Not  applicable.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Not  applicable.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

Section  124  of  the  Canada Business Corporations Act (the "CBCA") provides as
follows  with  respect  to  the  indemnification  of  directors  and  officers:

(1)     Except  in  respect  of  an action by or on behalf of the corporation or
body  corporate to procure a judgment in its favour, a corporation may indemnify
a  director  or  officer of the corporation, a former director or officer of the
corporation  or  a  person  who  acts or acted at the corporation's request as a
director  or  officer  of  a body corporate of which the corporation is or was a
shareholder  or  creditor,  and his heirs and legal representatives, against all
costs,  charges  and  expenses,  including an amount paid to settle an action or
satisfy a judgment, reasonably incurred by him in respect of any civil, criminal
or  administrative action or proceeding to which he is made a party by reason of
being  or  having  been  a  director  or  officer  of  such  corporation or body
corporate,  if:

     (a)     he  acted  honestly  and  in  good  faith  with  a view to the best
interests  of  the  corporation;  and

     (b)     in  the  case  of a criminal or administrative action or proceeding
that  is enforced by a monetary penalty, he had reasonable grounds for believing
that  his  conduct  was  lawful.

(2)     A  corporation  may  with  the  approval  of  a court indemnify a person
referred  to  in  subsection  (1) in respect of an action by or on behalf of the
corporation  or  body corporate to procure a judgment in its favour, to which he
is  made  a  party by reason of being or having been a director or an officer of
the  corporation  or  body  corporate,  against  all costs, charges and expenses
reasonably  incurred  by  him  in  connection with such action if he fulfils the
conditions  set  out  in  paragraphs  (1)(a)  and  (b).
(3)     Notwithstanding  anything  in  this  section,  a  person  referred to in
subsection  (1)  is entitled to indemnity from the corporation in respect of all
costs,  charges  and  expenses reasonably incurred by him in connection with the
defence  of  any civil, criminal or administrative action or proceeding to which
he  is  made  a party by reason of being or having been a director or officer of
the  corporation  or  body  corporate,  if  the  person  seeking  indemnity:

     (a)     was  substantially  successful  on the merits in his defence of the
action  or  proceeding;  and

     (b)     fulfils  the  conditions  set  out  in  paragraphs  (1)(a) and (b).

(4)     A corporation may purchase and maintain insurance for the benefit of any
person  referred  to  in  subsection  (1) against any liability incurred by him:

     (a)     in his capacity as a director or officer of the corporation, except
where  the  liability  relates  to his failure to act honestly and in good faith
with  a  view  to  the  best  interests  of  the  corporation;  or

     (b)     in  his capacity as a director or officer of another body corporate
where  he  acts  or  acted in that capacity at the corporation's request, except
where  the  liability  relates  to his failure to act honestly and in good faith
with  a  view  to  the  best  interests  of  the  body  corporate.

(5)     A  corporation  or a person referred to in subsection (1) may apply to a
court  for  an order approving an indemnity under this section and the court may
so  order  and  make  any  further  order  it  thinks  fit.

(6)     An  applicant under subsection (5) shall give the Director notice of the
application  and the Director is entitled to appear and be heard in person or by
counsel.

(7)     On an application under subsection (5), the court may order notice to be
given  to  any  interested  person  and such person is entitled to appear and be
heard  in  person  or  by  counsel.

The  Company's  By-Laws

Section  8.01  of  Part VIII of the by-laws of the Company contain provisions to
limit  the  liability of directors and officers for the acts, receipts, neglects
or  defaults  of  other  directors, officers or employees, or for joining in any
receipt  or  other  act  for  conformity,  or  for  any  loss, damage or expense
happening to the Company through the insufficiency or deficiency of title of any
property  acquired  for or on behalf of the Company, or for the insufficiency or
deficiency  of  any  security  in or upon which any of the moneys of the Company
shall  be  invested,  or  for  any  loss  or damage arising from the bankruptcy,
insolvency  or  tortious  acts  of  any  person  with  whom  any  of the moneys,
securities  or  effects  of  the  Company  shall  be  deposited, or for any loss
occasioned  by  an  error or judgment or oversight on the part of any officer or
director,  or  for  any  other  loss,  damage or misfortune whatever which shall
happen  in  the  execution  of  the  duties  of such directors of officers or in
relation  thereto;  provided  that  nothing herein shall relieve any director or
officer  from  the duty to act in accordance with the CBCA or from liability for
any  breach  thereof.

Section  8.02  of  Part  VIII  of  the by-laws of the Company contain provisions
entitling  the  Company's  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, provided that:(a) such director or officer acted
honestly  and  in  good  faith with a view to the best interests of the Company;
and(b)  in the case of a criminal or administrative action or proceeding that is
enforced  by a monetary penalty, such director or officer had reasonable grounds
for  believing  that his/her conduct was lawful.  The Company has also agreed to
indemnify such officers and directors in other circumstances as the CBCA permits
or  requires.  In  addition,  the by-laws of the Company allow for insurance for
the  benefit  of  officers and directors of the Company against such liabilities
and  in  such  amounts  as  the  Board  may  determine.  Such
provisions  do  not  eliminate the personal liability of the Company's directors
and  officers  for monetary damages as a result of a breach of fiduciary duty or
for  any  actions  or  omissions  which  were  not  done  in  good  faith.

ITEM  7.     EXEMPTION  FROM  REGISTRATION  CLAIMED.

Not  Applicable.

ITEM  8.     EXHIBITS.

     4.1     Employment  Agreement  between  the Company and Ian Sinclair, dated
             March  1,  2000

     5       Opinion  of  Clark,  Wilson

     23.1    Consents  Clark,  Wilson  (included  in  Exhibit  5)

     23.2    Consent  of  Independent  Auditor  (KPMG  LLP)

     24      Power  of  Attorney  (included  in  signature  page)

ITEM  9.     UNDERTAKINGS.

(a)     The  Company  hereby  undertakes:

(1)     To  file,  during  any period in which offers or sales are being made, a
post-effective  amendment  to  this  Registration  Statement:

        (i)  To include any prospectus  required  by  Section  10(a)(3)  of  the
             Securities  Act  of  1933,  as  amended   (the  "Securities  Act").

        (ii) To  reflect  in  the  prospectus  any facts or events arising after
             the  effective  date  of  this  Registration Statement (or the most
             recent post-effective amendment  hereof)  which, individually or in
             the aggregate,  represent  a fundamental  change in the information
             set forth in this Registration Statement;

       (iii) To  include  any  material  information  with  respect  to the plan
             of  distribution  not  previously  disclosed  in  this Registration
             Statement  or any material  change  to  such  information  in  this
             Registration  Statement;

PROVIDED,  HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information  required  to  be  included  in  a post-effective amendment by those
paragraphs  is  contained  in  periodic reports filed by the Company pursuant to
Section  13  or  15(d) of the Exchange Act that are incorporated by reference in
this  Registration  Statement.

(2)     That,  for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement  relating  to the securities offered therein, and the offering of such
securities  at  the  time  shall  be deemed to be the initial bona fide offering
thereof.

(3)     To  remove  from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b)     The  Company  hereby  undertakes  that,  for purposes of determining any
liability  under  the Securities Act, each filing of the Company's annual report
pursuant  to  Section 13(a) or 15(d) of the Exchange Act that is incorporated by
reference  in  this  Registration  Statement  shall  be  deemed  to
be  a  new registration statement relating to the securities offered herein, and
the  offering  of such securities at that time shall be deemed to be the initial
bona  fide  offering  thereof.

(c)     Insofar  as indemnification for liabilities arising under the Securities
Act  may be permitted to directors, officers and persons controlling the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that  in  the  opinion  of the Commission such indemnification is against public
policy  as  expressed in the Securities Act and is, therefore, unenforceable. In
the  event that a claim for indemnification against such liabilities (other than
the  payment  by the Company of expenses incurred or paid by a director, officer
or  controlling  person  of the Company in the successful defense of any action,
suit  or proceeding) is asserted by such director, officer or controlling person
in  connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate  jurisdiction  the  question  whether such
indemnification  by  it  is against public policy as expressed in the Securities
Act  and  will  be  governed  by  the  final  adjudication  of  such  issue.
SIGNATURES

THE  COMPANY.  Pursuant  to  the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the  requirements  for  filing on Form S-8 and has duly caused this registration
statement  to  be  signed  on  its  behalf  by  the  undersigned, thereunto duly
authorized,  in  the  City of Vancouver, in the Province of British Columbia, on
the  13th  day  of  July,  2000.

(Registrant)     Virtualsellers.com,  Inc.

By  (Signature  and  Title)     /s/  Dennis  Sinclair
                                Dennis  Sinclair,  President  and
                                Chief  Executive  Officer

                                POWER OF ATTORNEY

KNOW  ALL  MEN  BY  THESE PRESENTS, that each individual whose signature appears
below  constitutes  and  appoints  Dennis  Sinclair  his  true  and  lawful
attorney-in-fact  and  agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and  all  amendments  (including post-effective amendments) to this Registration
Statement,  and to file the same with all exhibits thereto, and all documents in
connection therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact  and  agent full power and authority to do and perform each and
every  act  and  thing  requisite  and  necessary  to  be  done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
or  his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

Pursuant  to  the  requirements of the Securities Act of 1933, this registration
statement  has been signed by the following persons in the capacities and on the
date  indicated.

(Signature)     /s/  Dennis  Sinclair
                Dennis  Sinclair
(Title)         President  and  Chief  Executive  Officer  (principal  executive
                officer)/Director
(Date)          July  13,  2000

(Signature)     /s/  Mel  Baillie
                Mel  Baillie
(Title)         Director
(Date)          July  13,  2000

(Signature)     /s/  Greg  Burnett
                Greg  Burnett
(Title)         Director
(Date)          July  19,  2000
(Signature)     /s/  Grayson  Hand
                Grayson  Hand
(Title)         Director
(Date)          July  18,  2000

THE  PLAN.  Pursuant  to  the  requirements  of  the Securities Act of 1933, the
trustees  (or  other persons who administer the employee benefit plan) have duly
caused  this  registration  statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City of Chicago, in the State of
Illinois,  on  the  19th  day  of  July,  2000.

(Plan)     Employment  Agreement  between  Virtualsellers.com,  Inc  and  Ian
           Sinclair,  dated  for  reference  March  1,  2000.

By  (Signature  and  Title)     /s/  Dennis  Sinclair
                                Dennis  Sinclair,
                                President  and  Chief  Executive  Officer