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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 27, 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
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code 604-681-8589
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N/A
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(Former name or former address, if changed since last report)
Exhibit Index is on page 3
Page 1 of 9
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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 27, 2000.
Exhibit 99.2 WSi INTERACTIVE CORPORATION. Material Change
Report dated March 27, 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 27, 2000.
WSi INTERACTIVE CORPORATION
By: /s/ JAMES L. HARRIS
__________________________________
Name: James L. Harris
Title: Secretary
Page 2 of 9
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EXHIBIT INDEX
Sequential
Number Exhibit Page Number
Exhibit 99.1 WSi INTERACTIVE CORPORATION 4
Press Release dated March 27, 2000
Exhibit 99.2 WSi INTERACTIVE CORPORATION. 7
Material Change Report dated March 27, 2000.
Page 3 of 9
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EXHIBIT 99.1
WSi INTERACTIVE CORPORATION Symbols: CDNX - WIZ OTC - WIZZF
NEWS RELEASE
MARCH 27, 2000
WSI INTERACTIVE EXPANDS ON STOCKSECRETS.COM TRANSACTION
Further to its news release of March 21, 2000, WSi would like to expand on the
sale of the Stocksecrets.com financial website.
WSi is selling its Stocksecrets.com business to Internetfinancialcorp.com
("IFAN"), a fully registered, US public company, the shares of which trade on
the OTC Bulletin Board market with ticker symbol "IFAN". Under the terms of the
agreement, on closing WSi will own 49.9% (approximately 7,450,000 shares) of the
total issued and outstanding shares of IFAN, subject to resale restrictions and
a one year hold. No directors, senior officers, or other insiders of WSi have
any beneficial interest in any shares of IFAN either directly or indirectly.
Upon closing, the value of WSi's position in IFAN will accrue directly to its
shareholders only. Theo Sanidas, President of WSi Interactive Corp., and Lance
Morginn, Vice-President, have been appointed acting directors of IFAN to
facilitate the transaction.
In addition, IFAN will conclude a US$1 million financing which will be used to
develop and run the Stocksecrets.com business, the raising of which is a
condition of the transaction.
On closing, all of the directors of IFAN shall be nominees of WSi Interactive
Corp. WSi shall continue to manage the Stocksecrets.com business for IFAN for a
fee of US$50,000 per month. In a separate transaction, IFAN received services
from WSi for a fee of $US250,000.
Stocksecrets.com was created by WSi in March 1999 to provide financial
information to investors across North America. Stocksecrets.com provides
investors with detailed information on small cap stocks, including free
real-time quotes and daily financial analysis. With respect to daily content,
Stocksecrets.com publishes the IT Investor, the only Web-based newsletter in
North America offering free daily analysis and buy/sell recommendations on
domestic and globally-traded Internet and technology 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. To capture this market, Stocksecrets.com is dedicated
to providing free daily information and free real-time quotes.
WSi is modeling its Internet incubator business 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. In some cases WSi develops its own
businesses which may be developed as separate entities, such as
Stocksecrets.com. In other cases WSi assists 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 multiple revenue streams. WSi also
assists both Internet
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businesses that it has developed and third-party Internet companies to
become public companies, in all cases with WSi maintaining a significant share
position.
The Stocksecrets.com transaction with IFAN is consistent with WSi's stated
Internet incubator business. The transaction will leave WSi in control of IFAN
with a significant share position capable of great appreciation, and WSi shall
receive a considerable revenue stream from IFAN. In effect, WSi is taking a
subsidiary public. For its part, IFAN will have a dynamic Internet business
capable of tremendous growth.
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 revenue generating properties include: Medianetsolutions.com, a high-end Web
development and hosting company which has developed more than 100 websites
including some award winners; Targetpacks.com, an award-winning website and
opt-in list email marketing organization; Westernshores.com, a direct and
database marketing company with proprietary geodemographic and pinpoint
marketing capabilities; Stocksecrets.com, an investment website offering free
real-time quotes; Investmentworldnews.com, an online and print publication
distributed to over half a million investors across North America; and
Yourwinestore.com, with one of the world's most comprehensive databases of
wineries and wines. Yourwinestore.com is one of several websites which will
become part of a hospitality vertical portal now being developed.
In various stages of development are Healthcreator.com, a unique website that
customizes a daily health plan comprising daily meals, exercise and supplements;
and Flashcandy.com, an e-greetings company which offers rich media and sound
animated cards suitable for all occasions, owned 25% by WSi. In addition, WSi
has recently secured a Canada wide Fiber and Wireless Broadband Network license,
and has invested in the new convergence of television and the Internet.
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#: ______________________________________________
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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
/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.
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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 27, 2000
Item 3. Press Release
The press release was issued on March 27, 2000 and
disseminated through Canada News Wire and BC Emergis.
Item 4. Summary of Material Change
Further to its news release of March 21, 2000, WSi would like
to expand on the sale of the Stocksecrets.com financial
website.
Item 5. Full Description of Material Change
Further to its news release of March 21, 2000, WSi would like
to expand on the sale of the Stocksecrets.com financial
website.
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-2-
WSi is selling its Stocksecrets.com business to
Internetfinancialcorp.com ("IFAN"), a fully registered, US
public company, the shares of which trade on the OTC Bulletin
Board market with ticker symbol "IFAN". Under the terms of the
agreement, on closing WSi will own 49.9% (approximately
7,450,000 shares) of the total issued and outstanding shares of
IFAN, subject to resale restrictions and a one year hold. No
directors, senior officers, or other insiders of WSi have any
beneficial interest in any shares of IFAN either directly or
indirectly. Upon closing, the value of WSi's position in IFAN
will accrue directly to its shareholders only. Theo Sanidas,
President of WSi Interactive Corp., and Lance Morginn,
Vice-President, have been appointed acting directors of IFAN to
facilitate the transaction.
In addition, IFAN will conclude a US$1 million financing which
will be used to develop and run the Stocksecrets.com business,
the raising of which is a condition of the transaction.
On closing, all of the directors of IFAN shall be nominees of
WSi Interactive Corp. WSi shall continue to manage the
Stocksecrets.com business for IFAN for a fee of US$50,000 per
month. In a separate transaction, IFAN received services from
WSi for a fee of $US250,000.
Stocksecrets.com was created by WSi in March 1999 to provide
financial information to investors across North America.
Stocksecrets.com provides investors with detailed information
on small cap stocks, including free real-time quotes and daily
financial analysis. With respect to daily content,
Stocksecrets.com publishes the IT Investor, the only Web-based
newsletter in North America offering free daily analysis and
buy/sell recommendations on domestic and globally-traded
Internet and technology 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. To capture
this market, Stocksecrets.com is dedicated to providing free
daily information and free real-time quotes.
WSi is modeling its Internet incubator business 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. In some cases WSi develops its
own businesses which may be developed as separate entities,
such as Stocksecrets.com. In other cases WSi assists
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 multiple
revenue streams. WSi also assists both Internet businesses that
it has developed and third-party Internet companies to become
public companies, in all cases with WSi maintaining a
significant share position.
The Stocksecrets.com transaction with IFAN is consistent with
WSi's stated Internet incubator business. The transaction will
leave WSi in control of IFAN with a significant share position
capable of great appreciation, and WSi shall
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-3-
receive a considerable revenue stream from IFAN. In effect,
WSi is taking a subsidiary public. For its part, IFAN will
have a dynamic Internet business capable of tremendous growth.
Item 6. Reliance on Section 85(2) of the Act
Nothing in this form is required to be maintained on a
confidential basis.
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 27th day of March, 2000
at Vancouver, BC WSI Interactive Corp.
By: /s/ James L. Harris
----------------------------
James L. Harris
Secretary
--------------------------------
(Official Capacity)
