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

                                  FORM S-8/S-3

             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 - KEVIN DUDLEY
                       -----------------------------------
                            (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

                                                         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
-------------------------------  -----------------  ------------------  -------------------  ------------------
<S>                              <C>                <C>                 <C>                  <C>

Common Shares,                   A maximum of
no par value                     100,000 shares(2)  $          1.00(1)  $        100,000(1)  $         26.40(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
($0.953  bid;  $1.047  ask)  of the common shares as reported on the National Association of Securities Dealers
Inc.'s  Over  the  Counter  Bulletin  Board  on  November  24,  2000.

(2)     Pursuant  to  an  Employment  Agreement between the Company and Kevin Dudley, dated March 15, 2000, the
Company issued 100,000 common shares to Kevin Dudley as a performance bonus for services rendered.
</TABLE>

                                EXPLANATORY NOTE

Virtualsellers.com,  Inc.  (the  "Company")  has  prepared  this  Registration
Statement  in  accordance with the requirements of Form S-8 under the Securities
Act  of  1933,  as amended (the "1933 Act"), to register shares of the Company's
common  shares,  no  par value, issued pursuant to the Employment Agreement (the
"Employment  Agreement")  between  the Company and Kevin Dudley, dated March 15,
2000.

Under  cover  of  this Form S-8 is the Company's Reoffer Prospectus, prepared in
accordance  with Part I of Form S-3 under the 1933 Act.  This Reoffer Prospectus
has  been prepared pursuant to Instruction C of Form S-8, in accordance with the
requirements  of Part I of Form S-3, and may be used for reofferings and resales
on  a continuous or delayed basis in the future of up to an aggregate of 100,000
common  shares  which  have  been  issued  pursuant to the Employment Agreement.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

We  will send or give the documents containing the information specified in Part
I  of  Form  S-8  to  Kevin  Dudley  as specified by the Securities and Exchange
Commission  Rule  428(b)(1)  under  the  1933 Act.  We do not need to file these
documents  with  the  Securities  and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectuses supplements under Rule
424  of  the  1933  Act.

                              PRE-OFFER PROSPECTUS

          The date of this Prospectus is the 27th day of November, 2000

                                 100,000 Shares
                            VIRTUALSELLERS.COM, INC.
                      Suite 1000, 120 North LaSalle Street
                             Chicago, Illinois 60602
                        Common Shares (without par value)

The 100,000 common shares in our capital stock being registered pursuant to this
registration  statement  are  offered  by one of our employees and shareholders,
Kevin  Dudley.  The  common shares owned by Kevin Dudley may be offered for sale
from  time  to  time  at  market  prices  prevailing  at  the time of sale or at
negotiated  prices  by  Kevin  Dudley,  and without payments of any underwriting
discounts or commission, except for usual and customary selling commissions paid
to brokers or dealers.  We will not receive any proceeds from the sale of any of
the common shares by Kevin Dudley.  Kevin Dudley is an employee who has acquired
the  100,000  common  shares pursuant to an Employment Agreement.  We are paying
the  expenses  incurred  in  registering  the  common  shares.

<PAGE>

The 100,000 common shares are "restricted securities" under the 1933 Act because
they  were  issued  to  the  employee  prior  to the filing of this registration
statement.  The  reoffer  prospectus  has  been  prepared  for  the  purpose  of
registering  the  common  shares under the 1933 Act to allow for future sales by
the employee (the selling stockholder), on a continuous or delayed basis, to the
public  without  restriction.  To  our knowledge, the selling stockholder has no
arrangement  with  any brokerage firm for the sale of the 100,000 common shares.
The  selling stockholder may be deemed to be an "underwriter" within the meaning
of  the  1933 Act.  Any commissions received by a broker or dealer in connection
with  the  resales  of  the  common  shares  may  be  deemed  to be underwriting
commissions  or  discounts  under  the  1933  Act.

Our  common  shares are traded on the National Association of Securities Dealers
Over-the Counter Bulletin Board under the symbol VDOT.  As of November 24, 2000,
the  average  of  the bid and asked price ($0.953 bid; $1.047 ask) of our common
shares as reported on the National Association of Securities Dealers Inc.'s Over
the  Counter  Bulletin  Board  on  November  24,  2000  was  $1.00.

<PAGE>

THE COMMON SHARES OFFERED PURSUANT TO THIS REGISTRATION STATEMENT INVOLVE A HIGH
DEGREE  OF  RISK.  SEE  "RISK FACTORS" ON PAGE 8 OF THE 10(A) PROSPECTUS.  THESE
ARE  SPECULATIVE  SECURITIES.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION  HAS  APPROVED  OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL  OFFENCE.

                                TABLE OF CONTENTS

PART  I                                                                     PAGE

     Information  Required  in  the  Section  10(A)  Prospectus               ii
     Reoffer  Prospectus                                                       1
     Available  Information                                                    1
     Incorporation  of  Documents  by  Reference                               1
     The  Company                                                              2
     Risk  Factors                                                             8
     Use  of  Proceeds                                                        17
     Determination  of  Offering  Price                                       17
     Dilution                                                                 17
     Selling  Shareholders                                                    17
     Plan  of  Distribution                                                   18
     Description  of  Securities                                              18
     Interests  of  Named  Experts  and  Counsel                              19
     Legal  Matters                                                           19
     Disclosure  of  Commission  Position                                     19

<PAGE>

AVAILABLE  INFORMATION

You should only rely on the information incorporated by reference or provided in
this  reoffer  prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The common shares are not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this reoffer prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this reoffer prospectus.

Virtualsellers.com,  Inc.  files  annual,  quarterly  and special reports, proxy
statements,  and  other  information with the Securities and Exchange Commission
(the  "SEC")  as  is required by the Securities Exchange Act of 1934, as amended
(the  "1934  Act").  You  may  read  and  copy  any reports, statements or other
information we have filed at the SEC's Public Reference Room 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.  In addition, copies may be obtained
(at  prescribed  rates) at the SEC's Public Reference Section, 450 Fifth Street,
N.W.,  Washington, D.C. 20549, and at the SEC's Regional offices at Northwestern
Atrium  Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and
75  Park  Place,  Room  1228,  New  York,  New York 10007.  Our filings are also
available  on  the Internet at the SEC's website at http:\\www.sec.gov, and from
commercial  document retrieval services, such as Primark, whose telephone number
is  1-800-777-3272.

INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

The  SEC  allows  us to "incorporate by reference" information into this reoffer
prospectus,  which  means  that  we can disclose important information to you by
referring  you  to  another  document  filed  separately  with  the  SEC.  The
information  incorporated  by  reference  is  deemed  to be part of this reoffer
prospectus, except for any information superseded by information in this reoffer
prospectus.

We  filed  the  following  documents,  which  are incorporated into this reoffer
prospectus  by  reference:

1.     Our  Form  10-K  Annual  Report,  filed  on  June  14,  2000;

2.     Our  Form  8-K  Current  Report,  filed  on  June  15,  2000;

3.     The  Proxy  Statement  circulated to our shareholders pursuant to Section
14(a) of the Securities Act of 1934, filed on June 28, 2000, with respect to our
Annual  General  Meeting  held  on  August  4,  2000;

4.     Our  Form  10-Q Quarterly Report, filed on July 14, 2000, for the quarter
ending  May  31,  2000;

5.     Our  Form  8-K/A  Current  Report,  filed  on  August  25,  2000;  and

6.     Our  Form  10-Q  Quarterly  Report,  filed  on  October 16, 2000, for the
quarter  ending  August  31,  2000.

In  addition  to the foregoing, all documents that we subsequently file pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective  amendment indicating that all of the securities offered pursuant
to  this  reoffer prospectus 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
in  this  reoffer  prospectus or in any subsequently filed document that is also
incorporated by reference in this reoffer prospectus 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.

<PAGE>

WE  WILL  PROVIDE  WITHOUT  CHARGE TO EACH PERSON TO WHOM A COPY OF THIS REOFFER
PROSPECTUS  IS  DELIVERED,  UPON  ORAL  OR WRITTEN REQUEST, A COPY OF ANY OR ALL
DOCUMENTS  INCORPORATED  BY  REFERENCE  INTO  THIS REOFFER PROSPECTUS (EXCLUDING
EXHIBITS,  UNLESS  THE  EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
THE  INFORMATION  THE  REOFFER  PROSPECTUS  INCORPORATES).  REQUESTS  SHOULD  BE
DIRECTED  TO  DENNIS  SINCLAIR,  SUITE  1000, 120 NORTH LASALLE STREET, CHICAGO,
ILLINOIS,  USA, 60602.  OUR TELEPHONE NUMBER AT THAT LOCATION IS (312) 920-9120.

You may read and copy any reports, statements or other information we have 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.  Our filings are also available on the Internet at the
SEC's  website  at  http:\\www.sec.gov,  and  from commercial document retrieval
services,  such  as  Primark,  whose  telephone  number  is  1-800-777-3272.

THE  COMPANY

Our  business  operations  focus  on  traditional  and  e-commerce  transaction
processing  and  "backroom  support" services for other businesses.  Part of our
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.

We  provide  the  following  services  and/or  products:

-     through  our  call  center, we provide 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,  we  provide  turnkey  e-commerce transaction
processing  and  website  development,  maintenance  and  hosting  services;

-     through  CallDirect,  we  sell  telephone  related  products  and provides
transaction  processing  and  customer  services;

-     through  Virtualsellers.com,  we  sell our 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;  and

-     through Sullivan Park, an internet services developer, we will continue to
provide  e-business  development  services to medium and large-sized businesses,
offer  services  as  a  business-to-business  incubator, e-commerce development,
internet  consulting,  back-office  integration and web-based remote application
services.

VirtualSellers.com
------------------

VirtualSellers.com  can  provide  turnkey  e-commerce  transaction  processing,
website  development,  maintenance  and hosting services.  VirtualSellers.com is
able  to  assist  companies  in  designing,  building,  deploying  and  managing
sophisticated,  secure  e-commerce  ready  Internet  websites,  which  provide
immediately  available,  customized,  secure and complete e-commerce transaction
processing  capabilities  enabling  companies  to  retail  their products and/or
services  over  the  Internet.  VirtualSellers.com  can  also  convert  existing
websites  into  e-commerce  enabled  websites  within  a  matter  of  hours.

In  addition,  VirtualSellers.com  can  offer  these  businesses  live  customer
service, order processing and other "backroom support" services through our call
center.  As  a  result,  VirtualSellers.com  can  truly  offer a complete set of
traditional  and  e-business  /  e-commerce  service  solutions.


<PAGE>

By  offering  such a wide scope of services, VirtualSellers.com is positioned to
help  businesses  at  any stage in the development of their e-commerce solution.
For  instance,  VirtualSellers.com can provide clients with complete, end-to-end
e-commerce  transaction processing systems or can provide only specific services
in  conjunction  with clients' existing websites and Internet service providers.
VirtualSellers.com  allows  clients to bypass the traditional steps necessary to
create  a secure website, including 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.

VirtualSellers.com  has the capability to build, maintain and host an e-commerce
capable  website,  thereby  enabling  businesses  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  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.  Other
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

<PAGE>

as through an indirect sales channel that leverages existing sales and marketing
infrastructures  developed  by  its  affiliates.

All  products  and  services  are  also  offered directly through our 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:

-     our  website;

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

-     tradeshows;

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

-     strategic  partnerships  and  agents.

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

TAME  is  a browser based, cross platform, scripting 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 ASP,
Javascript  and Java Server Pages.  TAME's competitive advantage is derived from
its ease of programming and deployment, its scalability and flexibility, and its
extensive  ability  to  be customized.  TAME's simplification and other inherent
advantages  lead  to  rapid  application  development.

TAME  is  also fully compatible with XML (eXtensible Markup Language), a 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.

The  Company uses TAME to provide businesses with a quick, easy and seamless way
to  establish  an  e-commerce  enabled  presence on the Internet, and as the key
facilitator  for  other e-business solutions.  With the software, a business can
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 with existing websites, TAME enable them to remain on the cutting edge
of  Internet technology without having to continually invest in new software and
hardware.

In  addition  to  using TAME to assist our clients, we operate 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, we ensure
that  new  versions  of  and new applications for TAME are market-ready and real
world  tested.

TAME  has  many  benefits  and  competitive advantages, including the following:

-     PLATFORM  INDEPENDENCE.  TAME  is  compatible  with Unix, Linux, Microsoft
Windows  NT  and  simplifies  Web and enterprise infrastructure development over
clients'  existing  architectures.

-     SIMPLIFICATION.  TAME  takes disparate technologies and legacy systems and
runs  them  within  one  environment  eliminating  downtime  and  upgrade
incompatibilities.  TAME  connects  software,  hardware, and different operating
systems  into  one  cohesive  group.

-     DRAMATIC COST SAVINGS.  TAME enables businesses to keep using their legacy
systems,  saving  significant  amounts  of  money  by  eliminating  the need for
software  acquisitions,  upgrades  and additional programming.  TAME also allows
incompatible  legacy  systems  and databases to communicate with minimal coding.

<PAGE>

-     EASE  OF  USE.  TAME  is quick and easy to learn, and dramatically reduces
coding  time,  as  compared  to  other  competing  software  languages.  TAME's
predefined  tags eliminate whole processes which save programmer's time, reduces
the  development  process  and  reduces  time  to  delivery.

-     REDUCTION OF BANDWIDTH REQUIREMENTS.  Because TAME processes data requests
at  the server side, only formatted data results are sent to the user's browser.
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.  For businesses hosting websites on
dedicated  (and  expensive)  Internet  connections,  it means lowered connection
costs.

-     TAME IS XML-ENABLED.  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  TAME  contains  an XML object interpreter, 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.  Unlike most XML solutions, which require specific
Internet  browsers, TAME XML will function on nearly all browsers.  This browser
compatibility  is a key advantage to TAME because industry standards for XML are
still  in  their  infancy.

We market and sell TAME to businesses using a combination of direct and indirect
distribution  channels,  including  the  following:

-     direct  sales  by  our  staff  through our outbound telemarketing program;

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

-     sales  through  industry  trade  shows  like  COMDEX;

-     sales  through  reselling  agreements with companies like RedHat Inc.; and

-     sales  through  agents  and  strategic  partnerships.

We  intend  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 Internet 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.

Our website allows visitors to download, evaluate and purchase TAME.  Electronic
distribution  provides  us  with  a low-cost, globally accessible, 24-hour sales
distribution  channel.  We  continue  to  develop market awareness of the "TAME"
brand.  Our  branding  strategy  includes  participating  in  trade  shows  and
conferences,  promoting special events and advertising our products and services
in  print  and  electronic  media.

Sullivan  Park
--------------

<PAGE>

We  recently  acquired  all  of  the  property,  assets  and undertakings of the
Internet  services  development business carried on by Sullivan Park.  We intend
to  continue  the  business  operations  of  Sullivan  Park by incorporating its
customers, operations and employees into a new subsidiary which we have recently
incorporated.  Sullivan  Park  is  an  Internet services developer, focussing on
building  successful  business-to-business  Internet  companies,  providing
e-business  development  services  to  medium  and  large-sized  businesses, and
offering  services  as  a  business-to-business  incubator.  General  services
provided  by  Sullivan  Park  include designing and running websites, e-commerce
development,  Internet  consulting, back-office integration and web-based remote
application  services.  Specific  services  to Sullivan Park's customers include
the  development  and hosting of on-line stores, including services such as site
concept,  site  design, media production, media acquisition, artwork, animation,
web  programming,  database  programming  and  application  server  programming.

The  Call  Center
-----------------

We  operate one call center through our subsidiary, NorthNet Telecommunications,
Inc., doing business as Northstar Telesolutions.  The call center specializes in
providing  the  following  transaction  processing and backroom services for our
clients:

-     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  our  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;

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

-     other  computer  telephone  applications.

We  are  able  to  provide our customers with a package of bundled services or a
customized  package  of  any  variety  of  services  required by that particular
customer,  while  providing  high  quality  customer  and  order  support.  By
partnering  with  Rockwell Electronic Commerce Corporation, we have equipped the
call  center  with  a powerful and flexible multimedia customer contact software
solution,  which provides the call center with comprehensive and responsive live
e-commerce  customer  service.

We  have  expanded the scope of our call center operations to offer our services
to  the  following  businesses:

<PAGE>

-     e-commerce  businesses;

-     cable  television  operators;

-     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.

We  market  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.  We entered
into  a  Co-operative  Marketing  Agreement  with  Rockwell  Electronic Commerce
Corporation,  a  company  engaged  in  the  design, development, manufacture and
support  of call center systems.  Under this arrangement, we have agreed to work
with Rockwell to create a marketing plan to develop and pursue opportunities for
the  marketing  and  sale  of  each  company's  products  and  services.

CallDirect  Enterprises
-----------------------

Through  its  subsidiary  Preferred  Telemanagement  Inc.,  doing  business  as
CallDirect  Enterprises  ("CallDirect"),  we  operate as a catalogue reseller of
telephone-related  equipment,  as  well  as  other  products such as multimedia,
entertainment,  travel, security and computer accessories for offices and homes.
We use the call center to provide customer service functions for CallDirect, and
through  the  website "www.calldirect.com", we retail CallDirect's products over
the  Internet.

CallDirect's current product line, which is updated continually to ensure access
to  the  latest  telecommunications  products  and services, 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.

<PAGE>

CallDirect's  catalogue  and  website  are  its  primary  sales  tools which are
designed to provide all the information necessary for a customer to purchase any
of  its products. We believe that CallDirect's direct response catalogue and its
website  will  enable  us  to establish a direct relationship with the end user,
especially  small  home  office users.  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 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.

We  intend  to use CallDirect to market the rest of our products and services in
Canada.  Accordingly, CallDirect will be able to offer full e-business and other
support  services  to  other catalogue resellers and other businesses located in
Canada.

RISK  FACTORS

YOU  SHOULD  CAREFULLY  CONSIDER  THE FOLLOWING FACTORS AND OTHER INFORMATION IN
THIS  PROSPECTUS BEFORE DECIDING TO PURCHASE SHARES.  ANY OF THE FOLLOWING RISKS
COULD  HAVE  A  MATERIAL  ADVERSE IMPACT ON OUR BUSINESS, FINANCIAL CONDITION OR
RESULTS  OF  OPERATIONS  OR  ON  THE  VALUE  OF  OUR  SHARES.

WE  HAVE  A  HISTORY  OF  LOSSES

We  have  incurred  substantial  net  losses.  A  portion  of  these losses were
incurred  in  operations which we no longer operate.  We incurred losses when we
were  involved  in  the  alternate long distance telecommunications business and
have  continued  to  lose  money during the transition to becoming a transaction
processing/customer  service  company.  For  the  fiscal year ended February 29,
2000,  we  incurred  losses  of $4,693,230.  While we feel confident that we can
secure  additional  funds  through  private placement financing and successfully
carry  out  our business plan, there can be no assurance that we will accomplish
these  tasks  and  achieve  profitability.

WE  HAVE A LACK OF HISTORY IN THE INTERNET AND E-COMMERCE TRANSACTION PROCESSING
BUSINESSES

Due  to  the  lack  of  history  regarding both Internet business and e-commerce
transaction  processing businesses, 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.  Our
viability  will  depend  on  our  ability  to  anticipate  changes in e-commerce
technology and avoid the pitfalls associated with new businesses.  If we are not
successful  in  addressing  these  risks,  our business will likely be adversely
affected.

WE  DEPEND  UPON  KEY  CUSTOMERS  FOR  SOME  OF  OUR  OPERATIONS

Our  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 our working
capital,  liquidity  or our long term prospects.  Each customer accounted for no
more than 25% of the call center's total revenue for the year ended February 29,

<PAGE>

2000.  Although we expect to expand our customer base, there can be no assurance
that  we  will be successful and, if the customer base is expanded, that we will
be able to retain our existing customers.  Furthermore, an unexpected decline in
sales  to  any of such customers could have a materially adverse effect upon our
business.  In  addition,  there are no firm contracts governing our relationship
with any of our Call Center customers.  Accordingly, such business relationships
could  be  terminated or curtailed at any time.  The lack of firm contracts with
our  customers  could  have  a  materially  adverse  impact  on  our  revenue.

Our  e-commerce  business  is  estimated to produce 80% to 90% of our continuing
revenue.  While  several of our clients may produce substantial sales, none will
account  for  more than 5% of our 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 on our business.  In addition, all sales of
services  to  our  clients are based on short-term contracts, usually 12-months,
and as a result such relationships could be terminated before they expire.  This
could  have  a  materially  adverse  impact  on  our  revenue.

WE  FACE  STRONG  COMPETITION  IN  ALL  OF  OUR  OPERATIONS

Many of our competitors in both the call center and e-commerce business segments
are  substantially  larger  than  us  and  have  significantly greater financial
resources  and  marketing  capabilities  than  us,  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 we are
able to.  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 our business, results of operations and financial condition.
In  addition,  there  can  be  no  assurance  that  we  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.  We will
compete  directly  with  companies providing similar products and services which
may  have  certain  commercial  advantages.  Our 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 our e-commerce transaction processing services and our call
center services, whether alone or with third parties.  There can be no assurance
that we will be able to achieve these objectives.  Failure to do so would have a
materially  adverse  effect  on  our  business,  operating results and financial
condition.  Furthermore,  our  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 our
competitors  will  not  succeed  in  developing  or  marketing  technologies and
products  that  are  more  effective  and  commercially  desirable than those we
develop  or  market  or  that  would  render  our  technology  and  products
non-competitive.  Failure of our potential products to compete successfully with
products  using  competing technologies will have a materially adverse effect on
our  business,  operating  results  and  financial  condition.

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

<PAGE>

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  incurred  by CallDirect in the future.  An increase in postal
rates  or  higher  than  anticipated  paper  and  printing  costs could harm our
financial position and results of operations to the extent that we are 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.

WE  FACE  GOVERNMENT  REGULATIONS  RELATING  TO  MAILING  LISTS

We  are seeking to expand our 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,  we  may  be  unable to enhance and expand our customer list for
CallDirect.  If  that  was to occur, we could also experience increased costs in
complying with potentially burdensome regulations concerning the solicitation of
consents  to  keep  or  add  customer  names  to  our  mailing  lists.

WE  DEPEND  UPON  KEY  PERSONNEL

The  loss  of the services of any of our management and other key employees, for
any  reason,  may have a materially adverse effect on our continuing operations.
We have entered into a month-to-month employment agreement with Dennis Sinclair,
our  President  and CEO.  As such, there is nothing preventing Dr. Sinclair from
terminating  his  employment  with us at any time.  Although we believe that the
loss  of  Dr.  Sinclair  will  not  have  a  materially  adverse impact upon our
business,  there  can  be no assurance in this regard, nor any assurance that we
will  be  able to find a suitable replacement for Dr. Sinclair.  Furthermore, we
do  not maintain "key man" life insurance on the lives of Dr. Sinclair or any of
our other officers.  To the extent that the services of any of our key employees
becomes  unavailable,  we  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.

Our  business  is  labour  intensive  and  places  significant importance on its
ability to recruit and retain technical and professional personnel.  Our success
is  therefore dependent upon its ability to identify, hire and retain additional
qualified  personnel,  for  whose  services we will be in competition with other
prospective  employers,  many  of which may have significantly greater resources
than  we  do.  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 we 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  our  business.

WE  RELY  UPON  TECHNOLOGY  AND  COMPUTER  SYSTEMS

Our  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 our clients' needs.  We
anticipate  that  it  will be necessary to continue to invest in and develop new
and  enhanced  technology  on  a  timely  basis to maintain our competitiveness.
Significant  capital  expenditures  may be required to keep our technology up to
date.  Investments  in  technology  and  future  investments  in  upgrades  and
enhancements  to  software  for  such  technology may not necessarily ensure our
competiveness.  Our  future  success  will also depend in part on our ability to
anticipate  and  develop  information  technology solutions which keep pace with
evolving  industry  standards  and  changing  client  demands.

In  addition,  our  business is highly dependent upon our 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 our business.  Our business systems
depend  on  the  smooth

<PAGE>

operation  of  computer systems that may be affected by circumstances beyond our
control.  Events  that  could  cause  system  interruptions  are:

-     fire;

-     earthquake;

-     hurricane;

-     power  loss;

-     telecommunications  failure;  and/or

-     unauthorized  entry  or  other  events.

We  have 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 we back
up  data as a matter of course, and take 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  our  business.

Despite  the  security  measures  we  maintain, our systems may be vulnerable to
computer  viruses,  hackers,  rogue  employees or similar sources of disruption.
Any  interruptions  in  our operations could have a materially adverse effect on
our  business.  Any problem of this nature could result in significant liability
to  customers or financial institutions and may  deter  potential customers from
using  our services.  We attempt 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 our insurance
coverage  would  be  adequate  to  cover  potential  liabilities.

WE  MAY  ENCOUNTER  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. We may experience unanticipated delays in the development of software
or  implementation  on  systems  underlying  our  services.  Despite  testing by
potential  customers  and by our employees, it is possible that our software may
nevertheless  contain  errors,  and  this  could  have  an adverse effect on our
business.

WE  DEPEND  UPON  TREND  TOWARD  OUTSOURCING  BY  BUSINESSES

Our 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.  We  intend to
alleviate  our  dependence upon any one revenue stream by expanding our business
operations  vertically  and horizontally.  Nevertheless, a significant change in
the  direction  of  this  trend toward outsourcing could have a material adverse
effect  on  our  business.

RISK  OF  EMERGENCY  INTERRUPTION  OF  CALL  CENTER  AND  NETWORK  OPERATIONS

Our  operations  are  dependent  upon  our  ability  to protect our call center,
e-commerce  business and information databases against damage that may be caused
by  fire,  power  failure,  telecommunications failures, unauthorized intrusion,
computer  viruses  and  other emergencies.  We have taken precautions to protect
both our business and our customers from events that could interrupt delivery of
our  services.  These  precautions include off-site storage of backup data, fire
protection and physical security systems, backup power generators and a disaster
recovery plan.  We also maintain business interruption insurance in amounts that
we  consider  adequate.  Notwithstanding  such

<PAGE>

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.

WE  MAY  NOT  BE  ABLE  TO  MANAGE  OUR  FUTURE  GROWTH

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

IMPLEMENTATION  OF  ACQUISITION  STRATEGY

Although  we  have  acquired the call center, VirtualSellers.com, CallDirect and
Sullivan  Park,  we  intend  to  pursue  other  acquisitions.  There  can  be no
assurance  that  we  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 our
business, 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 we have 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  our  operating  results;  (viii) lack of success in assimilating or
integrating  the  operations  of acquired businesses with our business; (ix) the
dilutive  effect  of  the  issuance  of  additional  equity  securities; (x) the
incurrence  of  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  we  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.  We  will, however, continue to monitor acquisition
opportunities.

WE  OPERATE  IN  AN  ENVIRONMENT  THAT  FACES  RAPID  TECHNOLOGICAL  CHANGE

Our  future success will depend in large part upon our ability to keep pace with
technology.  Rapid  changes  have occurred, and are likely to continue to occur.
There  can  be  no  assurance  that our 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 we believe that the call center and
e-commerce  business  are sufficient for the present, we believe that our future
success  will  depend  in  large  part  on  our ability to service new products,
platforms  and  rapidly  changing  technology.  These factors will require us to
provide  adequately trained personnel to address the increasingly sophisticated,
complex  and  evolving  needs  of  its  customers.  Our ability to capitalize on
future  acquisitions in the call center and e-commerce industries will depend on
our ability to (i) enhance its software and successfully integrate such software
into  our  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 us to anticipate or respond rapidly
to technological advances, new products and enhancements, or changes in customer
requirements  could  have  a  materially  adverse  effect  on  our  business.

<PAGE>

WE  HAVE  A  LIMITED  SALES  FORCE  AND  NEW  DISTRIBUTION  CHANNELS

We  have  only a limited number of sales and marketing employees and, therefore,
rely heavily on distribution channels for sales of our products.  Because of the
rapidly  evolving  nature  of  Internet  business,  we  are  not  certain  that
established  distribution  channels  for  our  products  and services will be an
adequate network for us to achieve our goals, or that we will be able to develop
alternative  channels.

OUR  QUARTERLY  OPERATING  RESULTS  ARE  LIKELY  TO  FLUCTUATE

We  have 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 our new product introductions, as well as that
of  our  competitors.

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

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

MOST  OF  OUR  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.  We  expect that there will be terminations and non-renewals from time to
time and that we may not be able to replace all of these clients.  Our financial
performance  could  be  damaged  by  a  significant  number  of  terminations or
non-renewals.

WE  ARE 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,  and  is  therefore  subject  to uncertainty.
E-commerce  is  a  relatively  recent  development.  We  cannot  be certain that

<PAGE>

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  the  services  provided  by  the  Internet.

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, we may be required to make
significant  changes  to  the  design  and content of our products and services.
Failure  to  effectively  adapt to these or any other technological developments
could  adversely affect our business, operating results and financial condition.

PROTECTION  OF  TRADENAMES  AND  DOMAIN  NAMES  AGAINST  ALL  INFRINGERS

We  currently  hold  the  Internet  domain  name "virtualsellers.com" as well as
various  other related names, and use "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 that the domain registrars are changed, new ones are created or we
are  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, our
domain  name,  tradenames  or  trademarks which could adversely affect our brand
name  and  other  proprietary  rights.

WE  FACE  RISKS  ASSOCIATED  WITH  INTELLECTUAL  PROPERTY  RIGHTS

We  rely on a combination of patent, copyright, trademark and trade secret laws,
and contractual provisions to protect our proprietary rights in our products and
services.  As  part  of  our confidentiality procedures, we generally enter into
non-disclosure  agreements  with  our  employees,  contractors,  consultants,
distributors,  and  corporate  partners, and limit access to and distribution of
our  software,  documentation, and other proprietary information.  Despite these
precautions,  a third party may 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  our  products, trademarks, or other
proprietary rights.  However, we may receive, in the future, communications from
third  parties  asserting  that  our  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  our  favor, could result in significant expense to us and divert
the efforts of our technical and management personnel from productive tasks.  In
the  event  of  an  adverse  ruling  in such litigation, we 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.  We  may  be unable to obtain a license for the disputed third-party
technology  on  reasonable  commercial  terms  or  at all.  If someone asserts a
successful claim against us and we are unable to develop or license a substitute
technology,  our  business  would  suffer.

OUR  LIMITED  MARKETING  AND  SALES  RESOURCES COULD PREVENT US FROM EFFECTIVELY
MARKETING  OUR  PRODUCTS  AND  SERVICES

We  have limited internal marketing and sales resources and personnel.  In order
to  market  any  products  and  services  we may develop, we will have to either
develop  a  marketing  and sales force with technical expertise and distribution

<PAGE>

capability or outsource such duties to independent contractors.  There can be no
assurance  that we will be able to establish sales and distribution capabilities
or  that  we will be successful in gaining market acceptance for any products or
services  we  may  develop.  There  can  be no assurance that we will be able to
recruit  skilled sales, marketing, service or support personnel, that agreements
with  distributors  will be available on terms commercially reasonable to us, or
at  all, or that our 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 our business,
financial condition, cash flows, and results of  operations.  To the extent that
we arrange with third parties to market our 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 our proposed marketing schedules or plans
can  or  will  be  met.

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

Our  ability to compete effectively in the e-commerce industry may depend on our
success  in  developing and marketing our products and services and/or acquiring
other  suitable e-commerce businesses and protecting our 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 we apply 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.  We 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  we  might  not  be  able  to  afford.

OUR  SHARE  PRICE  IS  EXTREMELY  VOLATILE

The  trading  price of our common shares has been, and in the future is expected
to  be,  volatile  and  we 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 our
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.

OUR  COMMON  SHARES  ARE  TRADED  ON  THE  OTC  BULLETIN  BOARD

Our  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.  We cannot
guarantee  that  we 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 our common shares.

NEED  FOR  ADDITIONAL  FINANCING

We  have  had  significant  working  capital  deficiencies  in  the past.  As of
February  29,  2000, the accumulated deficit was  $100,445,398.  Furthermore, we
have  experienced  negative  cash  flows  during each of the last three years of
operations.  We  have  historically  depended  upon  capital  infusion  from the
issuance  of  long term debt and equity securities to provide the cash needed to
fund operations.  Our ability to continue in business depends upon our continued
ability to obtain significant financing from external sources.  We are currently
raising  additional  funds through the sale of additional equity and are looking
to  secure  asset  financing for network computer equipment.  If this additional
capital  were  raised  through borrowing or other debt financing, we 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 us, 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  our  business.

<PAGE>

Although we believe that we can raise financing sufficient to meet its immediate
needs, we will require funds to finance our development and marketing activities
in  the  future.  There can be no assurance that such funds will be available or
available  on  terms  satisfactory  to  us.  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 acceptable terms
when  needed,  we may be required to delay, scale-back or eliminate marketing of
one  or  more  of  our  products or development programs or obtain funds through
arrangements  with  collaborative  partners  or  others that may require that we
relinquish  rights  to  certain  of  our  technologies,  product  candidates  or
potential  products  that we would not otherwise relinquish.  Inadequate funding
also  could impair our ability to compete in the marketplace and could result in
its  dissolution.  We  regularly  examine opportunities to expand our 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  SHARES

We  are  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 our Board of Directors.  Accordingly, our 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 our shareholders.  The issuance of Preference Shares could,
among  other  things, adversely affect the voting power of our shareholders and,
under  certain  circumstances,  make it more difficult for a third party to gain
control  of  our  business,  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

Our  bylaws  contain  provisions  limiting  the  liability  of  our officers and
directors  for all acts, receipts, neglects or defaults of themselves and all of
our  other  officers  or  directors  or  for  any  other loss, damage or expense
happening  to  us  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 our officers and directors and may discourage
or  deter  our  shareholders  from  suing  our officers and directors based upon
breaches  of their duties, though such an action, if successful, might otherwise
benefit  our  business  and  our  shareholders.

POTENTIAL  EXPENSES  ARISING  FROM  INDEMNIFICATION  OF  OFFICERS  AND DIRECTORS

Our  bylaws  contain  provisions  entitling  our  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.  We have authorized the indemnification
of  our  officers  and directors in such other circumstances permitted under the
Canadian Business Corporations Act (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,  though  such  an  action,  if  successful,  might otherwise benefit our
business  and our shareholders.  Our bylaws also provide for the indemnification
of  our directors and officers 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 as long as
the  acts  were  done  in  good faith.  We are 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.  We 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 we 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 we are required to expend funds to indemnify officers and directors,
it  could  have  a  materially  adverse  effect  upon  our  financial condition.

<PAGE>

Furthermore,  our bylaws allow for insurance for the benefit of our officers and
directors against such liabilities and in such amounts as the Board of Directors
may  determine.  We  currently  subscribe  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, we 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,  we may decide 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.  In the future, we may also offer equity
participation  in connection with the obtaining of non-equity financing, such as
debt  or  leasing  arrangements  accompanied  by warrants to purchase our equity
securities.  Any  of these actions could have a dilutive effect upon the holders
of  the  common  shares.

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

USE  OF  PROCEEDS

We  will  not  receive  any proceeds from the sale of any of the shares by Kevin
Dudley.

DETERMINATION  OF  OFFERING  PRICE

Not  applicable.

DILUTION

Not  applicable.

SELLING  SHAREHOLDERS

The  following  table  identifies  the selling shareholder and indicates (i) the
nature  of  any material relationship that such selling shareholder has had with
us  for  the  past  three  years,  (ii) the number of shares held by the selling
shareholder,  (iii)  the  amount  to  be  offered  for the selling shareholder's
account,  and  (iv) the number of shares and percentage of outstanding shares of
the  common  shares  in our capital to be owned by the selling shareholder after
the  sale  of  the  shares  offered  by the selling shareholder pursuant to this
offering.  The  selling  shareholder is not obligated to sell the shares offered
in  this reoffer prospectus and may choose not to sell any of the shares or only
a  part  of  the  shares.  SEC  rules  require  that  we assume that the selling
shareholder  sells  all  of  the  shares  offered  with this reoffer prospectus.

Under  the  1934 Act, any person engaged in a distribution of the shares offered
by  this  reoffer  prospectus  may  not  simultaneously  engage in market making
activities with respect to our common shares during the applicable "cooling off"
periods  prior  to  the  commencement  of  such  distribution.  In addition, and
without  limiting  the  foregoing,  the  selling  shareholder will be subject to
applicable  provisions of the 1934 Act and the rules and regulations thereunder,
which  provisions  may  limit the timing of purchases and sales of the shares by
the  selling  shareholder.  As  of  September  30,  2000, there were 127,709,132
common  shares  in  the  our  capital  issued  and  outstanding.

<PAGE>

KEVIN  DUDLEY

Relationship:                                                           Employee
Shares  Beneficially  Owned  Prior  to  Offering:                        100,000
Percentage  Beneficially  Owned  Prior  to  Offering:           (less  than  1%)
Shares  to  be  Sold:                                                    100,000
Shares  :                                                                      0
Percentage  Beneficially  Owned  After  Offering:                             0%

THE  INFORMATION  PROVIDED  IN  THE  TABLE  ABOVE  WITH  RESPECT  TO THE SELLING
SHAREHOLDER HAS BEEN OBTAINED FROM THE SELLING SHAREHOLDER.  BECAUSE THE SELLING
SHAREHOLDER  MAY  SELL  ALL  OR  SOME  PORTION  OF  THE  SHARES  OF COMMON STOCK
BENEFICIALLY  OWNED  BY  HIM, ONLY AN ESTIMATE (ASSUMING THE SELLING SHAREHOLDER
SELLS  ALL OF THE SHARES OFFERED HEREBY) CAN BE GIVEN AS TO THE NUMBER OF SHARES
OF COMMON STOCK THAT WILL BE BENEFICIALLY OWNED BY THE SELLING SHAREHOLDER AFTER
THIS  OFFERING.  IN ADDITION, THE SELLING SHAREHOLDER MAY HAVE SOLD, TRANSFERRED
OR  OTHERWISE DISPOSED OF, OR MAY SELL, TRANSFER OR OTHERWISE DISPOSE OF, AT ANY
TIME  OR  FROM  TIME TO TIME SINCE THE DATE ON WHICH HE PROVIDED THE INFORMATION
REGARDING THE SHARES OF COMMON STOCK BENEFICIALLY OWNED BY HIM, ALL OR A PORTION
OF  THE  SHARES OF COMMON STOCK BENEFICIALLY OWNED BY HIM IN TRANSACTIONS EXEMPT
FROM  THE  REGISTRATION  REQUIREMENTS  OF  THE  SECURITIES  ACT  OF  1933.

PLAN  OF  DISTRIBUTION

The  selling  shareholder  may sell the shares for value from time to time under
this  reoffer  prospectus  in  one  or  more  transactions on the OTC Electronic
Bulletin  Board,  in negotiated transactions or in a combination of such methods
of  sale,  at market prices prevailing at the time of sale, at prices related to
such  prevailing  market  prices or at prices otherwise negotiated.  The selling
shareholder  may  effect  such  transactions by selling the shares to or through
broker-dealers,  and such broker-dealers may receive compensation in the form of
underwriting  discounts,  concessions or commissions from the respective selling
shareholder and/or the purchasers of the shares for whom such broker-dealers may
act  as  agent  (which  compensation  may be less than or in excess of customary
commissions).

The  selling  shareholder  and  any  broker-dealers  that  participate  in  the
distribution  of  the  shares  may  be  deemed to be an "underwriter" within the
meaning  of  Section 2(11) of the 1933 Act, and any commissions received by them
and  any  profit  on  the  resale of the shares sold by them may be deemed to be
underwriting  discounts  and  commissions  under  the 1933 Act.  All selling and
other  expenses incurred by the selling shareholder will be borne by the selling
shareholder.

In  addition  to  any shares sold hereunder, the selling shareholder may, at the
same  time, sell any shares of common shares, including the shares, owned by him
in  compliance  with  all of the requirements of Rule 144, regardless of whether
such  shares  are  covered  by  this  reoffer  prospectus.

There  is no assurance that the selling shareholder will sell all or any portion
of  the  shares  offered.

We  will  pay  all  expenses  in  connection  with this offering and, apart from
receipt  of  the  exercise price on the related options, we will not receive any
proceeds  from  sales  of  any  shares  by  the  selling  shareholder.

DESCRIPTION  OF  REGISTRANT'S  SECURITIES

Our authorized capital includes:  200,000,000 shares of common stock without par
value,  of  which  127,709,132  were  issued and outstanding as at September 30,
2000,  and  150,000,000  each  of Class A and Class B Preference Shares, none of
which  were  issued  and  outstanding  as  at  September  30,  2000.  All of our
authorized  shares  of common stock are of the same class and, once issued, rank
equally as to dividends, voting powers, and participation in assets.  Holders of
common  shares  are  entitled  to  one vote for each share held of record on all
matters  to  be  acted  upon  by

<PAGE>

the  shareholders.  Holders  of  common  shares  are  entitled  to  receive such
dividends as may be declared from time to time by the Board of Directors, in its
discretion,  out  of  funds  legally available therefore.  Upon our liquidation,
dissolution  or winding up, holders of common shares are entitled to receive pro
rata  our assets, if any, remaining after payments of all debts and liabilities.
No  common  shares have been issued subject to call or assessment.  There are no
pre-emptive  or  conversion  rights and no provisions for redemption or purchase
for  cancellation,  surrender,  or  sinking  or  purchase  funds.

INTERESTS  OF  NAMED  EXPERTS

Our  consolidated  financial  statements  have  been incorporated in the reoffer
prospectus  by  reference from our Form 10-K in reliance upon the report of KPMG
LLP,  Chartered  Accountants,  which  is  also  incorporated  into  this Reoffer
Prospectus  by  reference,  and  upon  the  authority of said firm as experts in
accounting  and  auditing.

LEGAL  MATTERS

The  legality  of  the  common shares offered by this reoffer prospectus will be
passed  upon  for  us  and  the selling shareholder by Clark, Wilson, Vancouver,
British  Columbia,  Canada.

DISCLOSURE  OF  COMMISSION  POSITION  ON  INDEMNIFICATION  FOR  SECURITIES  ACT
LIABILITIES

Insofar  as  indemnification  for  liabilities arising under the 1933 Act may be
permitted to directors, officers or persons controlling our business pursuant to
the  provision  in  the  section  entitled  "Indemnification  of  Directors  and
Officers"  (see  below),  we  have  been  informed  that  in  the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as  expressed  in  the  1933  Act  and  is  therefore  unenforceable.

<PAGE>

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

2.     The  Company's  Form  8-K  Current  Report,  filed  on  June  15,  2000;

3.     The  Proxy Statement circulated to the Company's shareholders pursuant to
Section  14(a)  of  the  Securities  Act  of  1934, filed on June 28, 2000, with
respect  to  the  Company's  Annual  General  Meeting  held  on  August 4, 2000;

4.     The Company's Form 10-Q Quarterly Report, filed on July 14, 2000, for the
quarter  ending  May  31,  2000;

5.     The  Company's  Form  8-K/A Current Report, filed on August 25, 2000; and

6.     The  Company's Form 10-Q Quarterly Report, filed on October 16, 2000, for
the  quarter  ending  August  31,  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.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

Our authorized capital includes:  200,000,000 shares of common stock without par
value,  of  which  127,709,132  were  issued and outstanding as at September 30,
2000,  and  150,000,000  each  of Class A and Class B Preference Shares, none of
which  were  issued  and  outstanding  as  at  September  30,  2000.  All of our
authorized  shares  of common stock are of the same class and, once issued, rank
equally as to dividends, voting powers, and participation in assets.  Holders of
common  shares  are  entitled  to  one vote for each share held of record on all
matters  to  be  acted  upon  by the shareholders.  Holders of common shares are
entitled  to  receive such dividends as may be declared from time to time by the
Board of Directors, in its discretion, out of funds legally available therefore.
Upon  our  liquidation,  dissolution or winding up, holders of common shares are
entitled to receive pro rata our assets, if any, remaining after payments of all
debts  and  liabilities.  No  common  shares have been issued subject to call or
assessment.  There are no pre-emptive or conversion rights and no provisions for
redemption  or  purchase  for  cancellation,  surrender,  or sinking or purchase
funds.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Not  applicable.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

Section  124 of the CBCA provides as follows with respect to the indemnification
of  directors  and  officers:

<PAGE>

(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 contains 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

<PAGE>

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 contains 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.

The  100,000  shares registered under this Registration Statement were issued to
Kevin  Dudley,  an  unaccredited  investor,  pursuant  to the exemption from the
registration  requirements of the 1933 Act provided by Rule 506 of Regulation D.
Kevin  Dudley was provided with all of the information required by Regulation D.

ITEM  8.     EXHIBITS.

     4.1     Employment  Agreement  between  the Company and Kevin Dudley, dated
             March  15,  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;

<PAGE>

(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.

<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 Chicago, in the State of Illinois, on the 31st day
of October,  2000.

Virtualsellers.com,  Inc.
By   /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.

/s/ Dennis Sinclair
Dennis  Sinclair
President  and  Chief  Executive  Officer  (principal  executive
officer)/Director
October 31,  2000

/s/ Mel Baillie
Mel  Baillie
Director
November 2,  2000

/s/ Ray Mol
Ray  Mol
Director
October 31,  2000

<PAGE>

/s/ Grayson Hand
Grayson  Hand
Director
November 2,  2000

/s/ Pierre Prefontaine
Pierre  Prefontaine
Director
October 31,  2000

/s/ Kevin Wielgus
Kevin  Wielgus
Secretary
October 31,  2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 100437}]
{"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": "333-50738", "film-number": "777246"}, "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"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM S-8/S-3

             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 - KEVIN DUDLEY
                       -----------------------------------
                            (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 Shares,                   A maximum of
no par value                     100,000 shares(2)  $          1.00(1)  $        100,000(1)  $         26.40(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
($0.953  bid;  $1.047  ask)  of the common shares as reported on the National Association of Securities Dealers
Inc.'s  Over  the  Counter  Bulletin  Board  on  November  24,  2000.

(2)     Pursuant  to  an  Employment  Agreement between the Company and Kevin Dudley, dated March 15, 2000, the
Company issued 100,000 common shares to Kevin Dudley as a performance bonus for services rendered.
EXPLANATORY NOTE

Virtualsellers.com,  Inc.  (the  "Company")  has  prepared  this  Registration
Statement  in  accordance with the requirements of Form S-8 under the Securities
Act  of  1933,  as amended (the "1933 Act"), to register shares of the Company's
common  shares,  no  par value, issued pursuant to the Employment Agreement (the
"Employment  Agreement")  between  the Company and Kevin Dudley, dated March 15,
2000.

Under  cover  of  this Form S-8 is the Company's Reoffer Prospectus, prepared in
accordance  with Part I of Form S-3 under the 1933 Act.  This Reoffer Prospectus
has  been prepared pursuant to Instruction C of Form S-8, in accordance with the
requirements  of Part I of Form S-3, and may be used for reofferings and resales
on  a continuous or delayed basis in the future of up to an aggregate of 100,000
common  shares  which  have  been  issued  pursuant to the Employment Agreement.

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

We  will send or give the documents containing the information specified in Part
I  of  Form  S-8  to  Kevin  Dudley  as specified by the Securities and Exchange
Commission  Rule  428(b)(1)  under  the  1933 Act.  We do not need to file these
documents  with  the  Securities  and Exchange Commission either as part of this
Registration Statement or as prospectuses or prospectuses supplements under Rule
424  of  the  1933  Act.

                              PRE-OFFER PROSPECTUS

          The date of this Prospectus is the 27th day of November, 2000

                                 100,000 Shares
                            VIRTUALSELLERS.COM, INC.
                      Suite 1000, 120 North LaSalle Street
                             Chicago, Illinois 60602
                        Common Shares (without par value)

The 100,000 common shares in our capital stock being registered pursuant to this
registration  statement  are  offered  by one of our employees and shareholders,
Kevin  Dudley.  The  common shares owned by Kevin Dudley may be offered for sale
from  time  to  time  at  market  prices  prevailing  at  the time of sale or at
negotiated  prices  by  Kevin  Dudley,  and without payments of any underwriting
discounts or commission, except for usual and customary selling commissions paid
to brokers or dealers.  We will not receive any proceeds from the sale of any of
the common shares by Kevin Dudley.  Kevin Dudley is an employee who has acquired
the  100,000  common  shares pursuant to an Employment Agreement.  We are paying
the  expenses  incurred  in  registering  the  common  shares.
The 100,000 common shares are "restricted securities" under the 1933 Act because
they  were  issued  to  the  employee  prior  to the filing of this registration
statement.  The  reoffer  prospectus  has  been  prepared  for  the  purpose  of
registering  the  common  shares under the 1933 Act to allow for future sales by
the employee (the selling stockholder), on a continuous or delayed basis, to the
public  without  restriction.  To  our knowledge, the selling stockholder has no
arrangement  with  any brokerage firm for the sale of the 100,000 common shares.
The  selling stockholder may be deemed to be an "underwriter" within the meaning
of  the  1933 Act.  Any commissions received by a broker or dealer in connection
with  the  resales  of  the  common  shares  may  be  deemed  to be underwriting
commissions  or  discounts  under  the  1933  Act.

Our  common  shares are traded on the National Association of Securities Dealers
Over-the Counter Bulletin Board under the symbol VDOT.  As of November 24, 2000,
the  average  of  the bid and asked price ($0.953 bid; $1.047 ask) of our common
shares as reported on the National Association of Securities Dealers Inc.'s Over
the  Counter  Bulletin  Board  on  November  24,  2000  was  $1.00.
THE COMMON SHARES OFFERED PURSUANT TO THIS REGISTRATION STATEMENT INVOLVE A HIGH
DEGREE  OF  RISK.  SEE  "RISK FACTORS" ON PAGE 8 OF THE 10(A) PROSPECTUS.  THESE
ARE  SPECULATIVE  SECURITIES.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION  HAS  APPROVED  OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL  OFFENCE.

                                TABLE OF CONTENTS

PART  I                                                                     PAGE

     Information  Required  in  the  Section  10(A)  Prospectus               ii
     Reoffer  Prospectus                                                       1
     Available  Information                                                    1
     Incorporation  of  Documents  by  Reference                               1
     The  Company                                                              2
     Risk  Factors                                                             8
     Use  of  Proceeds                                                        17
     Determination  of  Offering  Price                                       17
     Dilution                                                                 17
     Selling  Shareholders                                                    17
     Plan  of  Distribution                                                   18
     Description  of  Securities                                              18
     Interests  of  Named  Experts  and  Counsel                              19
     Legal  Matters                                                           19
     Disclosure  of  Commission  Position                                     19
AVAILABLE  INFORMATION

You should only rely on the information incorporated by reference or provided in
this  reoffer  prospectus or any supplement.  We have not authorized anyone else
to  provide  you  with  different  information.  The common shares are not being
offered  in  any  state where the offer is not permitted.  You should not assume
that the information in this reoffer prospectus or any supplement is accurate as
of  any  date  other  than  the  date  on  the front of this reoffer prospectus.

Virtualsellers.com,  Inc.  files  annual,  quarterly  and special reports, proxy
statements,  and  other  information with the Securities and Exchange Commission
(the  "SEC")  as  is required by the Securities Exchange Act of 1934, as amended
(the  "1934  Act").  You  may  read  and  copy  any reports, statements or other
information we have filed at the SEC's Public Reference Room 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.  In addition, copies may be obtained
(at  prescribed  rates) at the SEC's Public Reference Section, 450 Fifth Street,
N.W.,  Washington, D.C. 20549, and at the SEC's Regional offices at Northwestern
Atrium  Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and
75  Park  Place,  Room  1228,  New  York,  New York 10007.  Our filings are also
available  on  the Internet at the SEC's website at http:\\www.sec.gov, and from
commercial  document retrieval services, such as Primark, whose telephone number
is  1-800-777-3272.

INCORPORATION  OF  DOCUMENTS  BY  REFERENCE

The  SEC  allows  us to "incorporate by reference" information into this reoffer
prospectus,  which  means  that  we can disclose important information to you by
referring  you  to  another  document  filed  separately  with  the  SEC.  The
information  incorporated  by  reference  is  deemed  to be part of this reoffer
prospectus, except for any information superseded by information in this reoffer
prospectus.

We  filed  the  following  documents,  which  are incorporated into this reoffer
prospectus  by  reference:

1.     Our  Form  10-K  Annual  Report,  filed  on  June  14,  2000;

2.     Our  Form  8-K  Current  Report,  filed  on  June  15,  2000;

3.     The  Proxy  Statement  circulated to our shareholders pursuant to Section
14(a) of the Securities Act of 1934, filed on June 28, 2000, with respect to our
Annual  General  Meeting  held  on  August  4,  2000;

4.     Our  Form  10-Q Quarterly Report, filed on July 14, 2000, for the quarter
ending  May  31,  2000;

5.     Our  Form  8-K/A  Current  Report,  filed  on  August  25,  2000;  and

6.     Our  Form  10-Q  Quarterly  Report,  filed  on  October 16, 2000, for the
quarter  ending  August  31,  2000.

In  addition  to the foregoing, all documents that we subsequently file pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective  amendment indicating that all of the securities offered pursuant
to  this  reoffer prospectus 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
in  this  reoffer  prospectus or in any subsequently filed document that is also
incorporated by reference in this reoffer prospectus 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.
WE  WILL  PROVIDE  WITHOUT  CHARGE TO EACH PERSON TO WHOM A COPY OF THIS REOFFER
PROSPECTUS  IS  DELIVERED,  UPON  ORAL  OR WRITTEN REQUEST, A COPY OF ANY OR ALL
DOCUMENTS  INCORPORATED  BY  REFERENCE  INTO  THIS REOFFER PROSPECTUS (EXCLUDING
EXHIBITS,  UNLESS  THE  EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE INTO
THE  INFORMATION  THE  REOFFER  PROSPECTUS  INCORPORATES).  REQUESTS  SHOULD  BE
DIRECTED  TO  DENNIS  SINCLAIR,  SUITE  1000, 120 NORTH LASALLE STREET, CHICAGO,
ILLINOIS,  USA, 60602.  OUR TELEPHONE NUMBER AT THAT LOCATION IS (312) 920-9120.

You may read and copy any reports, statements or other information we have 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.  Our filings are also available on the Internet at the
SEC's  website  at  http:\\www.sec.gov,  and  from commercial document retrieval
services,  such  as  Primark,  whose  telephone  number  is  1-800-777-3272.

THE  COMPANY

Our  business  operations  focus  on  traditional  and  e-commerce  transaction
processing  and  "backroom  support" services for other businesses.  Part of our
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.

We  provide  the  following  services  and/or  products:

-     through  our  call  center, we provide 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,  we  provide  turnkey  e-commerce transaction
processing  and  website  development,  maintenance  and  hosting  services;

-     through  CallDirect,  we  sell  telephone  related  products  and provides
transaction  processing  and  customer  services;

-     through  Virtualsellers.com,  we  sell our 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;  and

-     through Sullivan Park, an internet services developer, we will continue to
provide  e-business  development  services to medium and large-sized businesses,
offer  services  as  a  business-to-business  incubator, e-commerce development,
internet  consulting,  back-office  integration and web-based remote application
services.

VirtualSellers.com
------------------

VirtualSellers.com  can  provide  turnkey  e-commerce  transaction  processing,
website  development,  maintenance  and hosting services.  VirtualSellers.com is
able  to  assist  companies  in  designing,  building,  deploying  and  managing
sophisticated,  secure  e-commerce  ready  Internet  websites,  which  provide
immediately  available,  customized,  secure and complete e-commerce transaction
processing  capabilities  enabling  companies  to  retail  their products and/or
services  over  the  Internet.  VirtualSellers.com  can  also  convert  existing
websites  into  e-commerce  enabled  websites  within  a  matter  of  hours.

In  addition,  VirtualSellers.com  can  offer  these  businesses  live  customer
service, order processing and other "backroom support" services through our call
center.  As  a  result,  VirtualSellers.com  can  truly  offer a complete set of
traditional  and  e-business  /  e-commerce  service  solutions.
By  offering  such a wide scope of services, VirtualSellers.com is positioned to
help  businesses  at  any stage in the development of their e-commerce solution.
For  instance,  VirtualSellers.com can provide clients with complete, end-to-end
e-commerce  transaction processing systems or can provide only specific services
in  conjunction  with clients' existing websites and Internet service providers.
VirtualSellers.com  allows  clients to bypass the traditional steps necessary to
create  a secure website, including 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.

VirtualSellers.com  has the capability to build, maintain and host an e-commerce
capable  website,  thereby  enabling  businesses  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  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.  Other
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  developed  by  its  affiliates.

All  products  and  services  are  also  offered directly through our 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:

-     our  website;

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

-     tradeshows;

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

-     strategic  partnerships  and  agents.

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

TAME  is  a browser based, cross platform, scripting 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 ASP,
Javascript  and Java Server Pages.  TAME's competitive advantage is derived from
its ease of programming and deployment, its scalability and flexibility, and its
extensive  ability  to  be customized.  TAME's simplification and other inherent
advantages  lead  to  rapid  application  development.

TAME  is  also fully compatible with XML (eXtensible Markup Language), a 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.

The  Company uses TAME to provide businesses with a quick, easy and seamless way
to  establish  an  e-commerce  enabled  presence on the Internet, and as the key
facilitator  for  other e-business solutions.  With the software, a business can
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 with existing websites, TAME enable them to remain on the cutting edge
of  Internet technology without having to continually invest in new software and
hardware.

In  addition  to  using TAME to assist our clients, we operate 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, we ensure
that  new  versions  of  and new applications for TAME are market-ready and real
world  tested.

TAME  has  many  benefits  and  competitive advantages, including the following:

-     PLATFORM  INDEPENDENCE.  TAME  is  compatible  with Unix, Linux, Microsoft
Windows  NT  and  simplifies  Web and enterprise infrastructure development over
clients'  existing  architectures.

-     SIMPLIFICATION.  TAME  takes disparate technologies and legacy systems and
runs  them  within  one  environment  eliminating  downtime  and  upgrade
incompatibilities.  TAME  connects  software,  hardware, and different operating
systems  into  one  cohesive  group.

-     DRAMATIC COST SAVINGS.  TAME enables businesses to keep using their legacy
systems,  saving  significant  amounts  of  money  by  eliminating  the need for
software  acquisitions,  upgrades  and additional programming.  TAME also allows
incompatible  legacy  systems  and databases to communicate with minimal coding.
-     EASE  OF  USE.  TAME  is quick and easy to learn, and dramatically reduces
coding  time,  as  compared  to  other  competing  software  languages.  TAME's
predefined  tags eliminate whole processes which save programmer's time, reduces
the  development  process  and  reduces  time  to  delivery.

-     REDUCTION OF BANDWIDTH REQUIREMENTS.  Because TAME processes data requests
at  the server side, only formatted data results are sent to the user's browser.
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.  For businesses hosting websites on
dedicated  (and  expensive)  Internet  connections,  it means lowered connection
costs.

-     TAME IS XML-ENABLED.  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  TAME  contains  an XML object interpreter, 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.  Unlike most XML solutions, which require specific
Internet  browsers, TAME XML will function on nearly all browsers.  This browser
compatibility  is a key advantage to TAME because industry standards for XML are
still  in  their  infancy.

We market and sell TAME to businesses using a combination of direct and indirect
distribution  channels,  including  the  following:

-     direct  sales  by  our  staff  through our outbound telemarketing program;

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

-     sales  through  industry  trade  shows  like  COMDEX;

-     sales  through  reselling  agreements with companies like RedHat Inc.; and

-     sales  through  agents  and  strategic  partnerships.

We  intend  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 Internet 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.

Our website allows visitors to download, evaluate and purchase TAME.  Electronic
distribution  provides  us  with  a low-cost, globally accessible, 24-hour sales
distribution  channel.  We  continue  to  develop market awareness of the "TAME"
brand.  Our  branding  strategy  includes  participating  in  trade  shows  and
conferences,  promoting special events and advertising our products and services
in  print  and  electronic  media.

Sullivan  Park
--------------
We  recently  acquired  all  of  the  property,  assets  and undertakings of the
Internet  services  development business carried on by Sullivan Park.  We intend
to  continue  the  business  operations  of  Sullivan  Park by incorporating its
customers, operations and employees into a new subsidiary which we have recently
incorporated.  Sullivan  Park  is  an  Internet services developer, focussing on
building  successful  business-to-business  Internet  companies,  providing
e-business  development  services  to  medium  and  large-sized  businesses, and
offering  services  as  a  business-to-business  incubator.  General  services
provided  by  Sullivan  Park  include designing and running websites, e-commerce
development,  Internet  consulting, back-office integration and web-based remote
application  services.  Specific  services  to Sullivan Park's customers include
the  development  and hosting of on-line stores, including services such as site
concept,  site  design, media production, media acquisition, artwork, animation,
web  programming,  database  programming  and  application  server  programming.

The  Call  Center
-----------------

We  operate one call center through our subsidiary, NorthNet Telecommunications,
Inc., doing business as Northstar Telesolutions.  The call center specializes in
providing  the  following  transaction  processing and backroom services for our
clients:

-     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  our  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;

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

-     other  computer  telephone  applications.

We  are  able  to  provide our customers with a package of bundled services or a
customized  package  of  any  variety  of  services  required by that particular
customer,  while  providing  high  quality  customer  and  order  support.  By
partnering  with  Rockwell Electronic Commerce Corporation, we have equipped the
call  center  with  a powerful and flexible multimedia customer contact software
solution,  which provides the call center with comprehensive and responsive live
e-commerce  customer  service.

We  have  expanded the scope of our call center operations to offer our services
to  the  following  businesses:
-     e-commerce  businesses;

-     cable  television  operators;

-     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.

We  market  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.  We entered
into  a  Co-operative  Marketing  Agreement  with  Rockwell  Electronic Commerce
Corporation,  a  company  engaged  in  the  design, development, manufacture and
support  of call center systems.  Under this arrangement, we have agreed to work
with Rockwell to create a marketing plan to develop and pursue opportunities for
the  marketing  and  sale  of  each  company's  products  and  services.

CallDirect  Enterprises
-----------------------

Through  its  subsidiary  Preferred  Telemanagement  Inc.,  doing  business  as
CallDirect  Enterprises  ("CallDirect"),  we  operate as a catalogue reseller of
telephone-related  equipment,  as  well  as  other  products such as multimedia,
entertainment,  travel, security and computer accessories for offices and homes.
We use the call center to provide customer service functions for CallDirect, and
through  the  website "www.calldirect.com", we retail CallDirect's products over
the  Internet.

CallDirect's current product line, which is updated continually to ensure access
to  the  latest  telecommunications  products  and services, 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's  catalogue  and  website  are  its  primary  sales  tools which are
designed to provide all the information necessary for a customer to purchase any
of  its products. We believe that CallDirect's direct response catalogue and its
website  will  enable  us  to establish a direct relationship with the end user,
especially  small  home  office users.  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 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.

We  intend  to use CallDirect to market the rest of our products and services in
Canada.  Accordingly, CallDirect will be able to offer full e-business and other
support  services  to  other catalogue resellers and other businesses located in
Canada.

RISK  FACTORS

YOU  SHOULD  CAREFULLY  CONSIDER  THE FOLLOWING FACTORS AND OTHER INFORMATION IN
THIS  PROSPECTUS BEFORE DECIDING TO PURCHASE SHARES.  ANY OF THE FOLLOWING RISKS
COULD  HAVE  A  MATERIAL  ADVERSE IMPACT ON OUR BUSINESS, FINANCIAL CONDITION OR
RESULTS  OF  OPERATIONS  OR  ON  THE  VALUE  OF  OUR  SHARES.

WE  HAVE  A  HISTORY  OF  LOSSES

We  have  incurred  substantial  net  losses.  A  portion  of  these losses were
incurred  in  operations which we no longer operate.  We incurred losses when we
were  involved  in  the  alternate long distance telecommunications business and
have  continued  to  lose  money during the transition to becoming a transaction
processing/customer  service  company.  For  the  fiscal year ended February 29,
2000,  we  incurred  losses  of $4,693,230.  While we feel confident that we can
secure  additional  funds  through  private placement financing and successfully
carry  out  our business plan, there can be no assurance that we will accomplish
these  tasks  and  achieve  profitability.

WE  HAVE A LACK OF HISTORY IN THE INTERNET AND E-COMMERCE TRANSACTION PROCESSING
BUSINESSES

Due  to  the  lack  of  history  regarding both Internet business and e-commerce
transaction  processing businesses, 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.  Our
viability  will  depend  on  our  ability  to  anticipate  changes in e-commerce
technology and avoid the pitfalls associated with new businesses.  If we are not
successful  in  addressing  these  risks,  our business will likely be adversely
affected.

WE  DEPEND  UPON  KEY  CUSTOMERS  FOR  SOME  OF  OUR  OPERATIONS

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

Our  e-commerce  business  is  estimated to produce 80% to 90% of our continuing
revenue.  While  several of our clients may produce substantial sales, none will
account  for  more than 5% of our 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 on our business.  In addition, all sales of
services  to  our  clients are based on short-term contracts, usually 12-months,
and as a result such relationships could be terminated before they expire.  This
could  have  a  materially  adverse  impact  on  our  revenue.

WE  FACE  STRONG  COMPETITION  IN  ALL  OF  OUR  OPERATIONS

Many of our competitors in both the call center and e-commerce business segments
are  substantially  larger  than  us  and  have  significantly greater financial
resources  and  marketing  capabilities  than  us,  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 we are
able to.  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 our business, results of operations and financial condition.
In  addition,  there  can  be  no  assurance  that  we  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.  We will
compete  directly  with  companies providing similar products and services which
may  have  certain  commercial  advantages.  Our 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 our e-commerce transaction processing services and our call
center services, whether alone or with third parties.  There can be no assurance
that we will be able to achieve these objectives.  Failure to do so would have a
materially  adverse  effect  on  our  business,  operating results and financial
condition.  Furthermore,  our  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 our
competitors  will  not  succeed  in  developing  or  marketing  technologies and
products  that  are  more  effective  and  commercially  desirable than those we
develop  or  market  or  that  would  render  our  technology  and  products
non-competitive.  Failure of our potential products to compete successfully with
products  using  competing technologies will have a materially adverse effect on
our  business,  operating  results  and  financial  condition.

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  incurred  by CallDirect in the future.  An increase in postal
rates  or  higher  than  anticipated  paper  and  printing  costs could harm our
financial position and results of operations to the extent that we are 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.

WE  FACE  GOVERNMENT  REGULATIONS  RELATING  TO  MAILING  LISTS

We  are seeking to expand our 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,  we  may  be  unable to enhance and expand our customer list for
CallDirect.  If  that  was to occur, we could also experience increased costs in
complying with potentially burdensome regulations concerning the solicitation of
consents  to  keep  or  add  customer  names  to  our  mailing  lists.

WE  DEPEND  UPON  KEY  PERSONNEL

The  loss  of the services of any of our management and other key employees, for
any  reason,  may have a materially adverse effect on our continuing operations.
We have entered into a month-to-month employment agreement with Dennis Sinclair,
our  President  and CEO.  As such, there is nothing preventing Dr. Sinclair from
terminating  his  employment  with us at any time.  Although we believe that the
loss  of  Dr.  Sinclair  will  not  have  a  materially  adverse impact upon our
business,  there  can  be no assurance in this regard, nor any assurance that we
will  be  able to find a suitable replacement for Dr. Sinclair.  Furthermore, we
do  not maintain "key man" life insurance on the lives of Dr. Sinclair or any of
our other officers.  To the extent that the services of any of our key employees
becomes  unavailable,  we  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.

Our  business  is  labour  intensive  and  places  significant importance on its
ability to recruit and retain technical and professional personnel.  Our success
is  therefore dependent upon its ability to identify, hire and retain additional
qualified  personnel,  for  whose  services we will be in competition with other
prospective  employers,  many  of which may have significantly greater resources
than  we  do.  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 we 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  our  business.

WE  RELY  UPON  TECHNOLOGY  AND  COMPUTER  SYSTEMS

Our  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 our clients' needs.  We
anticipate  that  it  will be necessary to continue to invest in and develop new
and  enhanced  technology  on  a  timely  basis to maintain our competitiveness.
Significant  capital  expenditures  may be required to keep our technology up to
date.  Investments  in  technology  and  future  investments  in  upgrades  and
enhancements  to  software  for  such  technology may not necessarily ensure our
competiveness.  Our  future  success  will also depend in part on our ability to
anticipate  and  develop  information  technology solutions which keep pace with
evolving  industry  standards  and  changing  client  demands.

In  addition,  our  business is highly dependent upon our 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 our business.  Our business systems
depend  on  the  smooth
operation  of  computer systems that may be affected by circumstances beyond our
control.  Events  that  could  cause  system  interruptions  are:

-     fire;

-     earthquake;

-     hurricane;

-     power  loss;

-     telecommunications  failure;  and/or

-     unauthorized  entry  or  other  events.

We  have 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 we back
up  data as a matter of course, and take 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  our  business.

Despite  the  security  measures  we  maintain, our systems may be vulnerable to
computer  viruses,  hackers,  rogue  employees or similar sources of disruption.
Any  interruptions  in  our operations could have a materially adverse effect on
our  business.  Any problem of this nature could result in significant liability
to  customers or financial institutions and may  deter  potential customers from
using  our services.  We attempt 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 our insurance
coverage  would  be  adequate  to  cover  potential  liabilities.

WE  MAY  ENCOUNTER  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. We may experience unanticipated delays in the development of software
or  implementation  on  systems  underlying  our  services.  Despite  testing by
potential  customers  and by our employees, it is possible that our software may
nevertheless  contain  errors,  and  this  could  have  an adverse effect on our
business.

WE  DEPEND  UPON  TREND  TOWARD  OUTSOURCING  BY  BUSINESSES

Our 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.  We  intend to
alleviate  our  dependence upon any one revenue stream by expanding our business
operations  vertically  and horizontally.  Nevertheless, a significant change in
the  direction  of  this  trend toward outsourcing could have a material adverse
effect  on  our  business.

RISK  OF  EMERGENCY  INTERRUPTION  OF  CALL  CENTER  AND  NETWORK  OPERATIONS

Our  operations  are  dependent  upon  our  ability  to protect our call center,
e-commerce  business and information databases against damage that may be caused
by  fire,  power  failure,  telecommunications failures, unauthorized intrusion,
computer  viruses  and  other emergencies.  We have taken precautions to protect
both our business and our customers from events that could interrupt delivery of
our  services.  These  precautions include off-site storage of backup data, fire
protection and physical security systems, backup power generators and a disaster
recovery plan.  We also maintain business interruption insurance in amounts that
we  consider  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.

WE  MAY  NOT  BE  ABLE  TO  MANAGE  OUR  FUTURE  GROWTH

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

IMPLEMENTATION  OF  ACQUISITION  STRATEGY

Although  we  have  acquired the call center, VirtualSellers.com, CallDirect and
Sullivan  Park,  we  intend  to  pursue  other  acquisitions.  There  can  be no
assurance  that  we  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 our
business, 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 we have 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  our  operating  results;  (viii) lack of success in assimilating or
integrating  the  operations  of acquired businesses with our business; (ix) the
dilutive  effect  of  the  issuance  of  additional  equity  securities; (x) the
incurrence  of  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  we  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.  We  will, however, continue to monitor acquisition
opportunities.

WE  OPERATE  IN  AN  ENVIRONMENT  THAT  FACES  RAPID  TECHNOLOGICAL  CHANGE

Our  future success will depend in large part upon our ability to keep pace with
technology.  Rapid  changes  have occurred, and are likely to continue to occur.
There  can  be  no  assurance  that our 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 we believe that the call center and
e-commerce  business  are sufficient for the present, we believe that our future
success  will  depend  in  large  part  on  our ability to service new products,
platforms  and  rapidly  changing  technology.  These factors will require us to
provide  adequately trained personnel to address the increasingly sophisticated,
complex  and  evolving  needs  of  its  customers.  Our ability to capitalize on
future  acquisitions in the call center and e-commerce industries will depend on
our ability to (i) enhance its software and successfully integrate such software
into  our  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 us to anticipate or respond rapidly
to technological advances, new products and enhancements, or changes in customer
requirements  could  have  a  materially  adverse  effect  on  our  business.
WE  HAVE  A  LIMITED  SALES  FORCE  AND  NEW  DISTRIBUTION  CHANNELS

We  have  only a limited number of sales and marketing employees and, therefore,
rely heavily on distribution channels for sales of our products.  Because of the
rapidly  evolving  nature  of  Internet  business,  we  are  not  certain  that
established  distribution  channels  for  our  products  and services will be an
adequate network for us to achieve our goals, or that we will be able to develop
alternative  channels.

OUR  QUARTERLY  OPERATING  RESULTS  ARE  LIKELY  TO  FLUCTUATE

We  have 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 our new product introductions, as well as that
of  our  competitors.

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

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

MOST  OF  OUR  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.  We  expect that there will be terminations and non-renewals from time to
time and that we may not be able to replace all of these clients.  Our financial
performance  could  be  damaged  by  a  significant  number  of  terminations or
non-renewals.

WE  ARE 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,  and  is  therefore  subject  to uncertainty.
E-commerce  is  a  relatively  recent  development.  We  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  the  services  provided  by  the  Internet.

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, we may be required to make
significant  changes  to  the  design  and content of our products and services.
Failure  to  effectively  adapt to these or any other technological developments
could  adversely affect our business, operating results and financial condition.

PROTECTION  OF  TRADENAMES  AND  DOMAIN  NAMES  AGAINST  ALL  INFRINGERS

We  currently  hold  the  Internet  domain  name "virtualsellers.com" as well as
various  other related names, and use "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 that the domain registrars are changed, new ones are created or we
are  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, our
domain  name,  tradenames  or  trademarks which could adversely affect our brand
name  and  other  proprietary  rights.

WE  FACE  RISKS  ASSOCIATED  WITH  INTELLECTUAL  PROPERTY  RIGHTS

We  rely on a combination of patent, copyright, trademark and trade secret laws,
and contractual provisions to protect our proprietary rights in our products and
services.  As  part  of  our confidentiality procedures, we generally enter into
non-disclosure  agreements  with  our  employees,  contractors,  consultants,
distributors,  and  corporate  partners, and limit access to and distribution of
our  software,  documentation, and other proprietary information.  Despite these
precautions,  a third party may 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  our  products, trademarks, or other
proprietary rights.  However, we may receive, in the future, communications from
third  parties  asserting  that  our  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  our  favor, could result in significant expense to us and divert
the efforts of our technical and management personnel from productive tasks.  In
the  event  of  an  adverse  ruling  in such litigation, we 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.  We  may  be unable to obtain a license for the disputed third-party
technology  on  reasonable  commercial  terms  or  at all.  If someone asserts a
successful claim against us and we are unable to develop or license a substitute
technology,  our  business  would  suffer.

OUR  LIMITED  MARKETING  AND  SALES  RESOURCES COULD PREVENT US FROM EFFECTIVELY
MARKETING  OUR  PRODUCTS  AND  SERVICES

We  have limited internal marketing and sales resources and personnel.  In order
to  market  any  products  and  services  we may develop, we 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 we will be able to establish sales and distribution capabilities
or  that  we will be successful in gaining market acceptance for any products or
services  we  may  develop.  There  can  be no assurance that we will be able to
recruit  skilled sales, marketing, service or support personnel, that agreements
with  distributors  will be available on terms commercially reasonable to us, or
at  all, or that our 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 our business,
financial condition, cash flows, and results of  operations.  To the extent that
we arrange with third parties to market our 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 our proposed marketing schedules or plans
can  or  will  be  met.

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

Our  ability to compete effectively in the e-commerce industry may depend on our
success  in  developing and marketing our products and services and/or acquiring
other  suitable e-commerce businesses and protecting our 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 we apply 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.  We 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  we  might  not  be  able  to  afford.

OUR  SHARE  PRICE  IS  EXTREMELY  VOLATILE

The  trading  price of our common shares has been, and in the future is expected
to  be,  volatile  and  we 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 our
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.

OUR  COMMON  SHARES  ARE  TRADED  ON  THE  OTC  BULLETIN  BOARD

Our  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.  We cannot
guarantee  that  we 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 our common shares.

NEED  FOR  ADDITIONAL  FINANCING

We  have  had  significant  working  capital  deficiencies  in  the past.  As of
February  29,  2000, the accumulated deficit was  $100,445,398.  Furthermore, we
have  experienced  negative  cash  flows  during each of the last three years of
operations.  We  have  historically  depended  upon  capital  infusion  from the
issuance  of  long term debt and equity securities to provide the cash needed to
fund operations.  Our ability to continue in business depends upon our continued
ability to obtain significant financing from external sources.  We are currently
raising  additional  funds through the sale of additional equity and are looking
to  secure  asset  financing for network computer equipment.  If this additional
capital  were  raised  through borrowing or other debt financing, we 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 us, 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  our  business.
Although we believe that we can raise financing sufficient to meet its immediate
needs, we will require funds to finance our development and marketing activities
in  the  future.  There can be no assurance that such funds will be available or
available  on  terms  satisfactory  to  us.  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 acceptable terms
when  needed,  we may be required to delay, scale-back or eliminate marketing of
one  or  more  of  our  products or development programs or obtain funds through
arrangements  with  collaborative  partners  or  others that may require that we
relinquish  rights  to  certain  of  our  technologies,  product  candidates  or
potential  products  that we would not otherwise relinquish.  Inadequate funding
also  could impair our ability to compete in the marketplace and could result in
its  dissolution.  We  regularly  examine opportunities to expand our 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  SHARES

We  are  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 our Board of Directors.  Accordingly, our 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 our shareholders.  The issuance of Preference Shares could,
among  other  things, adversely affect the voting power of our shareholders and,
under  certain  circumstances,  make it more difficult for a third party to gain
control  of  our  business,  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

Our  bylaws  contain  provisions  limiting  the  liability  of  our officers and
directors  for all acts, receipts, neglects or defaults of themselves and all of
our  other  officers  or  directors  or  for  any  other loss, damage or expense
happening  to  us  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 our officers and directors and may discourage
or  deter  our  shareholders  from  suing  our officers and directors based upon
breaches  of their duties, though such an action, if successful, might otherwise
benefit  our  business  and  our  shareholders.

POTENTIAL  EXPENSES  ARISING  FROM  INDEMNIFICATION  OF  OFFICERS  AND DIRECTORS

Our  bylaws  contain  provisions  entitling  our  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.  We have authorized the indemnification
of  our  officers  and directors in such other circumstances permitted under the
Canadian Business Corporations Act (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,  though  such  an  action,  if  successful,  might otherwise benefit our
business  and our shareholders.  Our bylaws also provide for the indemnification
of  our directors and officers 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 as long as
the  acts  were  done  in  good faith.  We are 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.  We 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 we 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 we are required to expend funds to indemnify officers and directors,
it  could  have  a  materially  adverse  effect  upon  our  financial condition.
Furthermore,  our bylaws allow for insurance for the benefit of our officers and
directors against such liabilities and in such amounts as the Board of Directors
may  determine.  We  currently  subscribe  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, we 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,  we may decide 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.  In the future, we may also offer equity
participation  in connection with the obtaining of non-equity financing, such as
debt  or  leasing  arrangements  accompanied  by warrants to purchase our equity
securities.  Any  of these actions could have a dilutive effect upon the holders
of  the  common  shares.

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

USE  OF  PROCEEDS

We  will  not  receive  any proceeds from the sale of any of the shares by Kevin
Dudley.

DETERMINATION  OF  OFFERING  PRICE

Not  applicable.

DILUTION

Not  applicable.

SELLING  SHAREHOLDERS

The  following  table  identifies  the selling shareholder and indicates (i) the
nature  of  any material relationship that such selling shareholder has had with
us  for  the  past  three  years,  (ii) the number of shares held by the selling
shareholder,  (iii)  the  amount  to  be  offered  for the selling shareholder's
account,  and  (iv) the number of shares and percentage of outstanding shares of
the  common  shares  in our capital to be owned by the selling shareholder after
the  sale  of  the  shares  offered  by the selling shareholder pursuant to this
offering.  The  selling  shareholder is not obligated to sell the shares offered
in  this reoffer prospectus and may choose not to sell any of the shares or only
a  part  of  the  shares.  SEC  rules  require  that  we assume that the selling
shareholder  sells  all  of  the  shares  offered  with this reoffer prospectus.

Under  the  1934 Act, any person engaged in a distribution of the shares offered
by  this  reoffer  prospectus  may  not  simultaneously  engage in market making
activities with respect to our common shares during the applicable "cooling off"
periods  prior  to  the  commencement  of  such  distribution.  In addition, and
without  limiting  the  foregoing,  the  selling  shareholder will be subject to
applicable  provisions of the 1934 Act and the rules and regulations thereunder,
which  provisions  may  limit the timing of purchases and sales of the shares by
the  selling  shareholder.  As  of  September  30,  2000, there were 127,709,132
common  shares  in  the  our  capital  issued  and  outstanding.
KEVIN  DUDLEY

Relationship:                                                           Employee
Shares  Beneficially  Owned  Prior  to  Offering:                        100,000
Percentage  Beneficially  Owned  Prior  to  Offering:           (less  than  1%)
Shares  to  be  Sold:                                                    100,000
Shares  :                                                                      0
Percentage  Beneficially  Owned  After  Offering:                             0%

THE  INFORMATION  PROVIDED  IN  THE  TABLE  ABOVE  WITH  RESPECT  TO THE SELLING
SHAREHOLDER HAS BEEN OBTAINED FROM THE SELLING SHAREHOLDER.  BECAUSE THE SELLING
SHAREHOLDER  MAY  SELL  ALL  OR  SOME  PORTION  OF  THE  SHARES  OF COMMON STOCK
BENEFICIALLY  OWNED  BY  HIM, ONLY AN ESTIMATE (ASSUMING THE SELLING SHAREHOLDER
SELLS  ALL OF THE SHARES OFFERED HEREBY) CAN BE GIVEN AS TO THE NUMBER OF SHARES
OF COMMON STOCK THAT WILL BE BENEFICIALLY OWNED BY THE SELLING SHAREHOLDER AFTER
THIS  OFFERING.  IN ADDITION, THE SELLING SHAREHOLDER MAY HAVE SOLD, TRANSFERRED
OR  OTHERWISE DISPOSED OF, OR MAY SELL, TRANSFER OR OTHERWISE DISPOSE OF, AT ANY
TIME  OR  FROM  TIME TO TIME SINCE THE DATE ON WHICH HE PROVIDED THE INFORMATION
REGARDING THE SHARES OF COMMON STOCK BENEFICIALLY OWNED BY HIM, ALL OR A PORTION
OF  THE  SHARES OF COMMON STOCK BENEFICIALLY OWNED BY HIM IN TRANSACTIONS EXEMPT
FROM  THE  REGISTRATION  REQUIREMENTS  OF  THE  SECURITIES  ACT  OF  1933.

PLAN  OF  DISTRIBUTION

The  selling  shareholder  may sell the shares for value from time to time under
this  reoffer  prospectus  in  one  or  more  transactions on the OTC Electronic
Bulletin  Board,  in negotiated transactions or in a combination of such methods
of  sale,  at market prices prevailing at the time of sale, at prices related to
such  prevailing  market  prices or at prices otherwise negotiated.  The selling
shareholder  may  effect  such  transactions by selling the shares to or through
broker-dealers,  and such broker-dealers may receive compensation in the form of
underwriting  discounts,  concessions or commissions from the respective selling
shareholder and/or the purchasers of the shares for whom such broker-dealers may
act  as  agent  (which  compensation  may be less than or in excess of customary
commissions).

The  selling  shareholder  and  any  broker-dealers  that  participate  in  the
distribution  of  the  shares  may  be  deemed to be an "underwriter" within the
meaning  of  Section 2(11) of the 1933 Act, and any commissions received by them
and  any  profit  on  the  resale of the shares sold by them may be deemed to be
underwriting  discounts  and  commissions  under  the 1933 Act.  All selling and
other  expenses incurred by the selling shareholder will be borne by the selling
shareholder.

In  addition  to  any shares sold hereunder, the selling shareholder may, at the
same  time, sell any shares of common shares, including the shares, owned by him
in  compliance  with  all of the requirements of Rule 144, regardless of whether
such  shares  are  covered  by  this  reoffer  prospectus.

There  is no assurance that the selling shareholder will sell all or any portion
of  the  shares  offered.

We  will  pay  all  expenses  in  connection  with this offering and, apart from
receipt  of  the  exercise price on the related options, we will not receive any
proceeds  from  sales  of  any  shares  by  the  selling  shareholder.

DESCRIPTION  OF  REGISTRANT'S  SECURITIES

Our authorized capital includes:  200,000,000 shares of common stock without par
value,  of  which  127,709,132  were  issued and outstanding as at September 30,
2000,  and  150,000,000  each  of Class A and Class B Preference Shares, none of
which  were  issued  and  outstanding  as  at  September  30,  2000.  All of our
authorized  shares  of common stock are of the same class and, once issued, rank
equally as to dividends, voting powers, and participation in assets.  Holders of
common  shares  are  entitled  to  one vote for each share held of record on all
matters  to  be  acted  upon  by
the  shareholders.  Holders  of  common  shares  are  entitled  to  receive such
dividends as may be declared from time to time by the Board of Directors, in its
discretion,  out  of  funds  legally available therefore.  Upon our liquidation,
dissolution  or winding up, holders of common shares are entitled to receive pro
rata  our assets, if any, remaining after payments of all debts and liabilities.
No  common  shares have been issued subject to call or assessment.  There are no
pre-emptive  or  conversion  rights and no provisions for redemption or purchase
for  cancellation,  surrender,  or  sinking  or  purchase  funds.

INTERESTS  OF  NAMED  EXPERTS

Our  consolidated  financial  statements  have  been incorporated in the reoffer
prospectus  by  reference from our Form 10-K in reliance upon the report of KPMG
LLP,  Chartered  Accountants,  which  is  also  incorporated  into  this Reoffer
Prospectus  by  reference,  and  upon  the  authority of said firm as experts in
accounting  and  auditing.

LEGAL  MATTERS

The  legality  of  the  common shares offered by this reoffer prospectus will be
passed  upon  for  us  and  the selling shareholder by Clark, Wilson, Vancouver,
British  Columbia,  Canada.

DISCLOSURE  OF  COMMISSION  POSITION  ON  INDEMNIFICATION  FOR  SECURITIES  ACT
LIABILITIES

Insofar  as  indemnification  for  liabilities arising under the 1933 Act may be
permitted to directors, officers or persons controlling our business pursuant to
the  provision  in  the  section  entitled  "Indemnification  of  Directors  and
Officers"  (see  below),  we  have  been  informed  that  in  the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as  expressed  in  the  1933  Act  and  is  therefore  unenforceable.
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  Company's  Form  10-K  Annual  Report,  filed  on  June  14,  2000;

2.     The  Company's  Form  8-K  Current  Report,  filed  on  June  15,  2000;

3.     The  Proxy Statement circulated to the Company's shareholders pursuant to
Section  14(a)  of  the  Securities  Act  of  1934, filed on June 28, 2000, with
respect  to  the  Company's  Annual  General  Meeting  held  on  August 4, 2000;

4.     The Company's Form 10-Q Quarterly Report, filed on July 14, 2000, for the
quarter  ending  May  31,  2000;

5.     The  Company's  Form  8-K/A Current Report, filed on August 25, 2000; and

6.     The  Company's Form 10-Q Quarterly Report, filed on October 16, 2000, for
the  quarter  ending  August  31,  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.

ITEM  4.     DESCRIPTION  OF  SECURITIES.

Our authorized capital includes:  200,000,000 shares of common stock without par
value,  of  which  127,709,132  were  issued and outstanding as at September 30,
2000,  and  150,000,000  each  of Class A and Class B Preference Shares, none of
which  were  issued  and  outstanding  as  at  September  30,  2000.  All of our
authorized  shares  of common stock are of the same class and, once issued, rank
equally as to dividends, voting powers, and participation in assets.  Holders of
common  shares  are  entitled  to  one vote for each share held of record on all
matters  to  be  acted  upon  by the shareholders.  Holders of common shares are
entitled  to  receive such dividends as may be declared from time to time by the
Board of Directors, in its discretion, out of funds legally available therefore.
Upon  our  liquidation,  dissolution or winding up, holders of common shares are
entitled to receive pro rata our assets, if any, remaining after payments of all
debts  and  liabilities.  No  common  shares have been issued subject to call or
assessment.  There are no pre-emptive or conversion rights and no provisions for
redemption  or  purchase  for  cancellation,  surrender,  or sinking or purchase
funds.

ITEM  5.     INTERESTS  OF  NAMED  EXPERTS  AND  COUNSEL.

Not  applicable.

ITEM  6.     INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS.

Section  124 of 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 contains 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 contains 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.

The  100,000  shares registered under this Registration Statement were issued to
Kevin  Dudley,  an  unaccredited  investor,  pursuant  to the exemption from the
registration  requirements of the 1933 Act provided by Rule 506 of Regulation D.
Kevin  Dudley was provided with all of the information required by Regulation D.

ITEM  8.     EXHIBITS.

     4.1     Employment  Agreement  between  the Company and Kevin Dudley, dated
             March  15,  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 Chicago, in the State of Illinois, on the 31st day
of October,  2000.

Virtualsellers.com,  Inc.
By   /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.

/s/ Dennis Sinclair
Dennis  Sinclair
President  and  Chief  Executive  Officer  (principal  executive
officer)/Director
October 31,  2000

/s/ Mel Baillie
Mel  Baillie
Director
November 2,  2000

/s/ Ray Mol
Ray  Mol
Director
October 31,  2000
/s/ Grayson Hand
Grayson  Hand
Director
November 2,  2000

/s/ Pierre Prefontaine
Pierre  Prefontaine
Director
October 31,  2000

/s/ Kevin Wielgus
Kevin  Wielgus
Secretary
October 31,  2000