WSI INTERACTIVE CORP
8-K, 2000-03-16
MOTOR VEHICLE PARTS & ACCESSORIES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K
                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)                  March 14, 2000

                          WSi INTERACTIVE CORPORATION
             (Exact name of registrant as specified in its charter)


   BRITISH COLUMBIA, CANADA               O-25860
 ----------------------------     ------------------------   ------------------
(State or other jurisdiction of   (Commission File Number)     (IRS Employer
       incorporation)                                        Identification No.)


    Suite 200 - 1200 West Pender Street, Vancouver, BC             V6E 2S9
- -------------------------------------------------------------------------------
         (Address of principal executive offices)                 (zip code)



Registrant's telephone number, including area code   604-681-8589
                                                   -----------------



                                                      N/A
                                          ---------------------------
          (Former name or former address, if changed since last report)


                                                      Exhibit Index is on page 3
                                                                     Page 1 of 9







<PAGE>   2

ITEM 5.           OTHER EVENTS.

Pursuant to Form 8-K, General Instructions F, registrant hereby incorporates by
reference the press release attached hereto as Exhibit 99.

ITEM 7.           FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
                  EXHIBITS

                  Exhibit No.       Description
                  -----------       -----------

                  Exhibit 99.1      WSi INTERACTIVE CORPORATION. Press Release
                                    dated March 14, 2000.

                  Exhibit 99.2      WSi INTERACTIVE CORPORATION. Material Change
                                    Report dated March 14, 2000.


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

Dated: March 14, 2000.


                                              WSi INTERACTIVE CORPORATION



                                              By: /s/ JAMES L. HARRIS
                                              __________________________________
                                              Name:  James L. Harris
                                              Title: Secretary


                                                                     Page 2 of 9
<PAGE>   3

                                 EXHIBIT INDEX


                                                                   Sequential
Number          Exhibit                                            Page Number

Exhibit 99.1    WSi INTERACTIVE CORPORATION                             4
                Press Release dated March 14, 2000

Exhibit 99.2    WSi INTERACTIVE CORPORATION.                            7
                Material Change Report dated March 14, 2000.








                                                                     Page 3 of 9


<PAGE>   1

WSi INTERACTIVE CORPORATION         Symbols: CDNX - WIZ   OTC - WIZZF

                                  NEWS RELEASE


March 14, 2000

WSi INTERACTIVE CORP. SECURES ALL OF CANADA FOR FIBER BROADBAND AND WIRELESS
NETWORK EXCLUSIVE RIGHTS.

MARCH 14, 2000- WSi INTERACTIVE CORP. (CDNX: WIZ; OTCBB: WIZZF)

Further to WSi's news releases March 1st and 3rd , WSi has secured exclusive
rights by entering into letters of intent for broadband telecommunication
systems for the rest of Canada, including Ontario, from Global Communications
Inc. (www.gcintranet.com). WSi has also secured the rights to Washington State.
The population in these areas totals approximately 32 million people.

By having exclusive rights to the "dark fiber" broadband network in these
regions, WSi will become a major provider in the Broadband Communications
revolution. This is an exceptional opportunity for WSi to be at the forefront of
second stage development of the Internet backbone. Other companies evolving
second stage backbone infrastructure include: Global Crossing (Nasdaq:GBLX),
Viatel (Nasdaq:VYTL), and Level Three (Nasdaq:LVLT). WSi is planning to be a key
player in a wireless broadband communications network that, when completed, will
cover Canada and the United States.

A broadband network offers many advantages for WSi over the traditional web -
the most important being that WSi will be able to do true multicasting at very
high speeds. It means that instead of sending a single stream to all viewers,
they can simply tap into the stream being passed through their ISP.

Global Communications transmission speed is delivered at up to 30.5Mbps directly
to every user on the network. This is three times faster than the yet to be
delivered high-speed cable systems. Global guarantees a constant speed,
equivalent to a bi-directional T-1, to every household or business using its
communication network. This ensures that each user has the ability to make or
receive a minimum of 3 video (TV quality) phone calls, plus an array of standard
voice and data transmissions, simultaneously. High Definition Television,
movies, and stereo/hi-fidelity radio will also be available over the Global
communications network due to the guaranteed line speed. Global Communications
expects to be fully operational in the near future.

It should be noted that the transaction is at a very preliminary stage, as was
disclosed in the previous news releases. WSi has secured certain rights, but a
due diligence investigation of the consumer need for this equipment must be done
in each jurisdiction, and definitive license agreements must be negotiated. The
cost of implementing the technology is significant and WSi management will have
to consider many factors before a commitment is made to proceed with this
project. Once a decision is made to commit or



<PAGE>   2

not commit to the technology, WSi will issue a news release with all the
pertinent information.

THE BUSINESS OF WSi

WSi INTERACTIVE CORPORATION is an innovative business development and marketing
firm whose objective is to capitalize on direct marketing opportunities on the
Internet. WSi builds, manages and markets online businesses in the financial,
e-tail and e-commerce, entertainment, and e-advertising sectors.

WSi focuses on early-stage companies where it can add significant value to the
investment through a network of relationships and strategic alliances, and uses
its experience to help Internet companies build traffic, develop brands, and
capitalize on a variety of revenue streams.

In this regard, WSi is modeling itself on CMGI (Nasdaq:CMGI). Like CMGI, WSi
started as a direct marketing agency in 1990 and has grown to become a
specialist in e-advertising and e-commerce. WSi plans to establish itself as a
recognized leader in the Internet economy by creating a one-stop shop for
e-commerce, e-advertising, financial information, and entertainment.

WSi properties include: Medianetsolutions.com, Targetpacks.com,
Westernshores.com, Stocksecrets.com, Yourwinestore.com; Healthcreator.com,
Investmentworldnews.com, and several others.

To receive information on WSi by e-mail or fax, please forward your Internet
address / fax # to:
 [email protected] / fax: 1-877-499-5806.

For fax requests, please complete the following:

NAME:          ______________________________________________

COMPANY:       ______________________________________________

E-MAIL:        ______________________________________________

PHONE#:        ______________________________________________

FAX#:          ______________________________________________

Send by:       E-mail or fax:   yes / no.      E-mail only:    yes / no

Toll free:     1-888-388-4636
Fax:           1-877-499-5806



<PAGE>   3

Website:  www.ws-i.com

ON BEHALF OF THE COMPANY

/s/ THEO SANIDAS

Theo Sanidas, President

This news release may contain forward-looking statements that involve risks and
uncertainties, including the impact of competitive products and pricing, and
general economic conditions as they affect the Company's clients. Actual results
and developments may therefore differ materially from those described in this
release. No regulatory authority has reviewed or accepted any responsibility for
the adequacy or accuracy of the contents of this release.



<PAGE>   1

This is a form of a material change report required under Section 85(1) of the
Securities Act and Section 151 of the Securities Rules.


                                     FORM 27

                                 SECURITIES ACT


              MATERIAL CHANGE REPORT UNDER SECTION 85(1) OF THE ACT


NOTE:           This form is intended as a guideline. A letter or other document
                may be used if the substantive requirements of this form are
                complied with.

NOTE:           Every report required to be filed under Section 85(1) of the Act
                shall be sent to the Commission in an envelope addressed to the
                Commission and marked "Continuous Disclosure".

NOTE:           WHERE THIS REPORT IS FILED ON A CONFIDENTIAL BASIS PUT AT THE
                BEGINNING OF THE REPORT IN BLOCK CAPITALS "CONFIDENTIAL -
                SECTION 85", AND EVERYTHING THAT IS REQUIRED TO BE FILED SHALL
                BE PLACED IN AN ENVELOPE ADDRESSED TO THE SECRETARY OF THE
                COMMISSION MARKED "CONFIDENTIAL".

Item 1.         Reporting Issuer

                WSI Interactive Corp.

Item 2.         Date of Material Change

                March 14, 2000

Item 3.         Press Release

                The press release was issued on March 14, 2000 and disseminated
                through Canada News Wire and BC Emergis.

Item 4.         Summary of Material Change

                WSi has secured exclusive rights by entering into letters of
                intent for broadband telecommunication systems for the rest of
                Canada, including Ontario, from Global Communications Inc.
                (www.gcintranet.com). WSi has also secured the rights to
                Washington State.



<PAGE>   2

                                      -2-

Item 5.         Full Description of Material Change

                Further to WSi's news releases March 1st and 3rd , WSi has
                secured exclusive rights by entering into letters of intent for
                broadband telecommunication systems for the rest of Canada,
                including Ontario, from Global Communications Inc.
                (www.gcintranet.com). WSi has also secured the rights to
                Washington State. The population in these areas totals
                approximately 32 million people.

                By having exclusive rights to the "dark fiber" broadband network
                in these regions, WSi will become a major provider in the
                Broadband Communications revolution. This is an exceptional
                opportunity for WSi to be at the forefront of second stage
                development of the Internet backbone. Other companies evolving
                second stage backbone infrastructure include: Global Crossing
                (Nasdaq:GBLX), Viatel (Nasdaq:VYTL), and Level Three
                (Nasdaq:LVLT). WSi is planning to be a key player in a wireless
                broadband communications network that, when completed, will
                cover Canada and the United States.

                A broadband network offers many advantages for WSi over the
                traditional web - the most important being that WSi will be able
                to do true multicasting at very high speeds. It means that
                instead of sending a single stream to all viewers, they can
                simply tap into the stream being passed through their ISP.

                Global Communications transmission speed is delivered at up to
                30.5Mbps directly to every user on the network. This is three
                times faster than the yet to be delivered high-speed cable
                systems. Global guarantees a constant speed, equivalent to a
                bi-directional T-1, to every household or business using its
                communication network. This ensures that each user has the
                ability to make or receive a minimum of 3 video (TV quality)
                phone calls, plus an array of standard voice and data
                transmissions, simultaneously. High Definition Television,
                movies, and stereo/hi-fidelity radio will also be available over
                the Global communications network due to the guaranteed line
                speed. Global Communications expects to be fully operational in
                the near future.

                It should be noted that the transaction is at a very preliminary
                stage, as was disclosed in the previous news releases. WSi has
                secured certain rights, but a due diligence investigation of the
                consumer need for this equipment must be done in each
                jurisdiction, and definitive license agreements must be
                negotiated. The cost of implementing the technology is
                significant and WSi management will have to consider many
                factors before a commitment is made to proceed with this
                project. Once a decision is made to commit or not commit to the
                technology, WSi will issue a news release with all the pertinent
                information.

Item 6.         Reliance on Section 85(2) of the Act

                Nothing in this form is required to be maintained on a
                confidential basis.



<PAGE>   3

                                      -3-





Item 7.         Omitted Information

                Not applicable.

Item 8.         Senior Officer

                James L. Harris, Secretary

                Telephone No. (604) 609-3068

Item 9.         Statement of Senior Officer

                The foregoing accurately discloses the material change referred
                to herein.


Dated this 14th day of March, 2000 at Vancouver, BC

                                            WSI Interactive Corp.


                                            By: /s/ JAMES L. HARRIS
                                               ---------------------------------
                                                James L. Harris

                                            Secretary
                                            ------------------------------------
                                            (Official Capacity)


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