<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 21, 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 8
<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 21, 2000.
Exhibit 99.2 WSi INTERACTIVE CORPORATION. Material Change
Report dated March 21, 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 21, 2000.
WSi INTERACTIVE CORPORATION
By: /s/ JAMES L. HARRIS
__________________________________
Name: James L. Harris
Title: Secretary
Page 2 of 8
<PAGE> 3
EXHIBIT INDEX
Sequential
Number Exhibit Page Number
Exhibit 99.1 WSi INTERACTIVE CORPORATION 4
Press Release dated March 21, 2000
Exhibit 99.2 WSi INTERACTIVE CORPORATION. 6
Material Change Report dated March 21, 2000.
Page 3 of 8
<PAGE> 1
EXHIBIT 99.1
WSi INTERACTIVE CORPORATION Symbols: CDNX - WIZ OTC - WIZZF
NEWS RELEASE
MARCH 21, 2000
WSI INTERACTIVE TO SELL STOCKSECRETS.COM TO INTERNETFINANCIALCORP.COM (OTC-IFAN)
Further to WSi's news release of February 4, 2000, WSi is pleased to announce
that it is selling its Stocksecrets.com business to Internetfinancialcorp.com
("IFAN"), a US public company the shares of which trade on the OTC Bulletin
Board market with ticker symbol "IFAN". Under the terms of the agreement, WSi
will receive that number of shares of IFAN equal to 49.9% of the shares issued
and outstanding on closing. IFAN currently has 15,000,000 shares issued. IFAN
shares closed on Monday, March 20th at $US4.93. WSi's shares will be subject to
resale restrictions.
On closing, all of the directors of IFAN shall be nominees of WSi. WSi shall
continue to manage the Stocksecrets.com business for IFAN for a fee of $US50,000
per month.
IFAN is a Los Angeles based financial Internet incubator that is aggressively
pursuing the acquisition of established financial service companies both
traditional and Internet based.
Stocksecrets.com was created in March 1999 to provide financial information to
investors across North America. Stocksecrets.com provides investors with
detailed information on small cap stocks. With the explosive growth of the
Internet since the mid-90's, the Web has become the investor's most powerful
tool, and the number of investors turning to the Internet is growing at a rapid
pace.
The transaction is subject to various conditions, including the drafting of
formal documents and the completion of a $US1 million financing by IFAN.
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.
<PAGE> 2
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
Website: www.ws-i.com
ON BEHALF OF THE COMPANY
"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
EXHIBIT 99.2
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 21, 2000
Item 3. Press Release
The press release was issued on March 21, 2000 and disseminated
through Canada News Wire and BC Emergis.
Item 4. Summary of Material Change
WSi is pleased to announce that it is selling its
Stocksecrets.com business to Internetfinancialcorp.com ("IFAN"),
a US public company the shares of which trade on the OTC Bulletin
Board market with ticker symbol "IFAN"
<PAGE> 2
Item 5. Full Description of Material Change
Further to WSi's news release of February 4, 2000, WSi is pleased
to announce that it is selling its Stocksecrets.com business to
Internetfinancialcorp.com ("IFAN"), a US public company the
shares of which trade on the OTC Bulletin Board market with
ticker symbol "IFAN". Under the terms of the agreement, WSi will
receive that number of shares of IFAN equal to 49.9% of the
shares issued and outstanding on closing. IFAN currently has
15,000,000 shares issued. IFAN shares closed on Monday, March
20th at $US4.93. WSi's shares will be subject to resale
restrictions.
On closing, all of the directors of IFAN shall be nominees of
WSi. WSi shall continue to manage the Stocksecrets.com business
for IFAN for a fee of $US50,000 per month.
IFAN is a Los Angeles based financial Internet incubator that is
aggressively pursuing the acquisition of established financial
service companies both traditional and Internet based.
Stocksecrets.com was created in March 1999 to provide financial
information to investors across North America. Stocksecrets.com
provides investors with detailed information on small cap stocks.
With the explosive growth of the Internet since the mid-90's, the
Web has become the investor's most powerful tool, and the number
of investors turning to the Internet is growing at a rapid pace.
The transaction is subject to various conditions, including the
drafting of formal documents and the completion of a $US1 million
financing by IFAN.
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
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 21st day of March, 2000 at Vancouver, BC WSI Interactive Corp.
By: "James L. Harris"
-----------------------------------
James L. Harris
Secretary
(Official Capacity)
