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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Form 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 2000
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WSi INTERACTIVE CORPORATION
1200 West Pender Street, Suite 200
Vancouver, B.C., Canada
V6E 2S9
(604) 681-4911
(Address of principal executive offices)
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[indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F]
Form 20-F __ Form 40-F __
[indicate by check mark whether the registrant by furnishing
information contained in this Form is also thereby furnishing the information
to the Commission pursuant to rule 12g3-2(b) under the
Securities Exchange Act of 1934]
Yes __ No __
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FORM 61
QUARTERLY REPORT
INCORPORATED AS PART OF: X SCHEDULE A
X SCHEDULE B & C
ISSUER DETAILS:
NAME OF ISSUER WSi INTERACTIVE CORP.
ISSUER ADDRESS SUITE 200 - 1200 WEST PENDER STREET,
VANCOUVER, B.C., V6E 2S9
ISSUER TELEPHONE NUMBER (604) 681-4911
CONTACT PERSON THEO SANIDAS
CONTACT'S POSITION PRESIDENT
CONTACT TELEPHONE NUMBER (604) 681-4911
FOR QUARTER ENDED MARCH 31, 2000
DATE OF REPORT MAY 30, 2000
CERTIFICATE
THE SCHEDULES(S) REQUIRED TO COMPLETE THIS QUARTERLY REPORT ARE ATTACHED AND THE
DISCLOSURE CONTAINED THEREIN HAS BEEN APPROVED BY THE BOARD OF DIRECTORS. A COPY
OF THIS QUARTERLY REPORT WILL BE PROVIDED TO ANY SHAREHOLDER WHO REQUESTS IT.
PLEASE NOTE THIS FORM IS INCORPORATED AS PART OF BOTH THE REQUIRED FILING OF
SCHEDULE A AND SCHEDULES B & C.
/S/ THEO SANIDAS 00/05/30
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NAME OF DIRECTOR SIGN (TYPED) DATE SIGNED (YY/MM/DD)
/S/ RANDY BUCHAMER 00/05/30
-------------------------------------- ----------------------
NAME OF DIRECTOR SIGN (TYPED) DATE SIGNED (YY/MM/DD)
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SCHEDULE A - FINANCIAL INFORMATION
WSi INTERACTIVE CORPORATION
CONSOLIDATED BALANCE SHEETS
AS AT MARCH 31
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
------------------ ------------------
<S> <C> <C>
CURRENT ASSETS
Bank $ 2,520,263 $ 12,702
Accounts Receivable 954,297 3,231
Work in Progress 552,584 -
Prepaid Expenses 44,875 -
------------ ------------
4,072,019 15,933
LOANS 275,000 -
INVESTMENTS 1,282,565 -
CAPITAL ASSETS
Computer Equipment 755,008 -
Computer Software 1,854,769 -
Other 366,931 -
------------ ------------
2,976,708 -
Accumulated Depreciation 587,964 -
------------ ------------
NET CAPITAL ASSETS 2,388,744 -
------------ ------------
TOTAL ASSETS $ 8,018,328 $ 15,933
============ ============
LIABILITIES & SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 789,897 $ 20,484
Accruals 274,300 -
Deferred Income 14,895 -
------------ ------------
1,079,092 20,484
SHAREHOLDERS' EQUITY
Share Capital 29,980,018 22,717,187
Retained Earnings(Deficit) (23,040,782) (22,721,738)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 6,939,236 (4,551)
------------ ------------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 8,018,328 $ 15,933
============ ============
</TABLE>
NOTE: 1999 FIGURES REFLECT A PREVIOUS BUSINESS AND ARE NOT COMPARABLE
<PAGE> 4
SCHEDULE A - FINANCIAL INFORMATION
WSi INTERACTIVE CORPORATION
CONSOLIDATED INCOME STATEMENTS
FOR NINE MONTHS ENDED MARCH 31
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
-------------- -------------
<S> <C> <C>
REVENUE $ 4,100,406 $ -
COST OF SALES 1,715,247 -
------------- -------------
GROSS MARGIN 2,385,159 -
------------- -------------
GENERAL & ADMIN EXPENSES
Accounting & Legal 305,443 6,237
Advertising & Promotion 491,955 -
Automobile Expenses 21,858 -
Bank Charges & Interest 17,562 (102)
Regulatory Fees 52,598 2,458
Computer Maintenance 41,117 -
Couriers & Freight 7,550 -
Depreciation & Amortization 398,900 -
Donations 20,271 -
Education & Training 12,479 -
Equipment Lease 29,200 -
Insurance 3,646 -
Office Expenses 120,220 70
Office Rent 129,703 -
Salaries & Consultants 591,744 -
Telephone 88,814 -
Travel & Entertainment 268,886 -
------------- -------------
TOTAL GENERAL & ADMIN EXPENSES 2,601,946 8,663
------------- -------------
NET INCOME (LOSS) FROM OPERATIONS (216,787) (8,663)
Gain(Loss) on foreign exchange transactions - -
Gain(Loss) on debt settlement - -
Gain(Loss) on disposition of fixed assets - -
------------- -------------
NET INCOME (LOSS) (216,787) (8,663)
Deficit, beginning of period (22,823,995) (22,713,075)
------------- -------------
DEFICIT, END OF PERIOD $(23,040,782) $(22,721,738)
============= =============
EARNINGS(LOSS) PER SHARE - BASIC $0.01 ($0.03)
- FULLY DILUTED $0.01 ($0.03)
</TABLE>
NOTE: 1999 FIGURES REFLECT A PREVIOUS BUSINESS AND ARE NOT COMPARABLE
<PAGE> 5
SCHEDULE A - FINANCIAL INFORMATION
WSi INTERACTIVE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR NINE MONTHS ENDED MARCH 31
(UNAUDITED)
<TABLE>
<CAPTION>
2000 1999
-------------- --------------
<S> <C> <C>
OPERATIONS:
Net Earnings (Loss) (216,787) -
Add (deduct) items not involving cash -
Depreciation & Amortization 398,900 -
Revenue (2,010,625) -
Loss (Gain) on foreign Exchange - -
Gain on settlement of debt - -
Gain on sale of subsidiaries - -
---------- ------
(1,828,512) -
Net changes in non-cash working capital items:
Decrease (increase) in accounts receivable (655,470) -
Increase (decrease) in accounts payable & accruals 821,151 -
Paid to Suppliers - (1,815)
(Increase) in work in progress (552,584) -
Decrease in prepaid expenses 1,081 -
---------- ------
(2,214,334) (1,815)
FINANCING:
Share issues from exercise of warrants and options 5,203,901 -
Increase (decrease) in amount due to shareholder (60,835) -
---------- ------
5,143,066 -
INVESTING:
Addition to Capital Assets (1,109,453)
Loans (275,000) -
Investments (730,840)
Proceeds on sale of subsidiaries, net of working capital - -
---------- ------
(2,115,293) -
Increase (decrease) in cash 813,439 (1,815)
Cash, beginning of period 1,706,824 14,517
---------- ------
CASH, END OF PERIOD 2,520,263 12,702
========== ======
</TABLE>
NOTE: 1999 FIGURES REFLECT A PREVIOUS BUSINESS AND ARE NOT COMPARABLE
<PAGE> 6
WSi INTERACTIVE CORPORATION
QUARTERLY REPORT TO MARCH 31, 2000
SCHEDULE B: SUPPLEMENTARY INFORMATION
1. NINE MONTHS TO MARCH 31, 2000
Breakdown of cost of sales:
<TABLE>
<S> <C>
Labour $ 894,743
Lists 159,107
Mailing 160,738
Printing 79,616
Distribution 25,848
Computer Hardware 48,317
Media Placement 32,033
Web Site Hosting 13,545
Other 131,694
----------
TOTAL $1,545,641
==========
</TABLE>
Related party transactions:
The Company is indebted to a shareholder for $187,500.
Legal fees of $156,156 were paid to a director of the Company.
Fees of $117,000 were paid to a director of the Company
2. QUARTER ENDED MARCH 31, 2000
(a) Securities issued during the quarter:
<TABLE>
<CAPTION>
COMMON SHARES TYPE OF
TYPE OF ISSUE NUMBER OF SHARES PRICE TOTAL PROCEEDS CONSIDERATION COMMISSION PAID
-------------------- ---------------- ----- -------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Exercise of Warrants 167,000 $0.17 $28,390 Cash $0
Exercise of Warrants 500,000 $0.40 $200,000 Cash $0
Exercise of Warrants 3,492,000 $1.00 $3,492,000 Cash $0
Option Exercise 1,101,599 $0.35 $385,560 Cash $0
Option Exercise 802,598 $0.50 $401,299 Cash $0
Option Exercise 79,600 $0.52 $41,392 Cash $0
Option Exercise 6.600 $1.45 $9,570 Cash $0
--------- ----------
TOTAL 6,149,397 $4,558,211
========= ==========
</TABLE>
(b) Options granted during the quarter:
<TABLE>
<CAPTION>
EXERCISE
NUMBER OF SHARES PRICE EXPIRY DATE
---------------- -------- ----------------
<S> <C> <C>
100,000 $1.45 January 26, 2005
</TABLE>
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3. AS AT MARCH 31, 2000
(a) Share capital:
Authorized: 100,000,000 Common Shares without par value.
20,000,000 Preferred Shares with $0.01 par value.
Issued: 47,436,178 Common Shares without par value.
(b) Summary of options outstanding:
<TABLE>
<CAPTION>
EXERCISE
NUMBER OF SHARES PRICE EXPIRY DATE
---------------- -------- ------------------
<S> <C> <C>
1,650,000 $0.35 July 30, 2004
308,401 $0.35 November 8, 2004
1,937,402 $0.50 July 12, 2004
315,400 $0.52 December 21, 2004
93,400 $1.45 January 26, 2005
---------
4,304,603
=========
</TABLE>
Summary of warrants outstanding:
<TABLE>
<CAPTION>
NUMBER OF
WARRANTS AND EXERCISE
SHARES PRICE EXPIRY DATE
--------------- -------- ------------------
<S> <C> <C>
1,758,000 $1.00 June 30, 2000
750,000 $0.40 November 26, 2000
---------
or $0.46 November 26, 2001
2,508,000
=========
</TABLE>
(c) Escrow shares: 3,112,500 subject to release only by regulatory approval.
(d) List of directors:
Theo Sanidas
James L. Harris
Randy Buchamer
Mike Donald
<PAGE> 8
WSi INTERACTIVE CORPORATION
QUARTERLY REPORT TO MARCH 31, 2000
SCHEDULE C:
Revenue of $1.2 million for the quarter brings year to date revenue to $4.1
million which continues to show a positive variance to budget of $3.25 million.
With ongoing revenue from WSi's network of on-line businesses as well as revenue
from web and marketing service activities, management remains confident that the
fiscal year goal of $6 million will be met.
During the quarter, WSi announced its Games West lottery marketing contract.
Subsequent to the quarter end, the project has commenced and fourth quarter
billings are expected to be a minimum of $1.5 million. To ensure the success of
the lottery, WSi has guaranteed the sale of 30,000 $100 tickets. Sales have
recently started and indications to date are that this level will be easily
surpassed.
During the third quarter, WSi has continued to make significant investment in
technology and human resources. Staffing during the period grew from 42 full
time personnel to 67, and is currently at 86. Assets grew to a value of $8
million.
During the quarter approximately $300,000 has been expended in server room
hardware. Subsequent to the quarter, a lease was signed for $500,000 for new
servers and ancillary equipment. This investment ensures WSi's ability to handle
increasing traffic to its businesses and to facilitate the company's convergence
technology strategy.
During the quarter $300,000 has been invested in hardware and software for the
web development team. The production room now contains 32 workstations for
programmers, designers and other web development personnel.
Investment of resources continues to focus on the development of proprietary
Internet businesses as well as revenue-generating projects for third parties.
During the third quarter, WSi acquired an equity position in Nurv Media of
California through an investment of US$250K, which is expected to result in
profitable business for WSi's Production Group.
During the quarter, the company announced the sale of its StockSecrets.com
business. One of the conditions of the sale was that the purchaser conclude a
proposed financing. Due to the recent market volatility, the financing has not
been completed and WSi is not proceeding with the sale.
Also a victim of the recent market volatility was the company's own private
placement financing which was announced during April, 2000.
Subsequent to the quarter end, Walter Maughan resigned his position as director
of the company.
<PAGE> 9
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, thereunto duly authorized.
WSi INTERACTIVE CORPORATION
Date: May 30, 2000 By /s/ JAMES L. HARRIS
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Name: James L. Harris
Title: Secretary
