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TABLE OF CONTENTS
COMPANY OVERVIEW
OUR VISION
OUR GUIDING PRINCIPLE
THE BUSINESS MODEL OF WSi
CORE BUSINESS DIVISIONS - 100% OWNED BY WSi
Western Shores
TargetPacks
MediaNet Solutions
INTERNET BUSINESS DEVELOPMENT
Strategic Relationship with IBM
EARLY STAGE DEVELOPMENT PROJECTS
INVESTMENTS IN BUSINESSES NOT MANAGED BY WSi
MANAGEMENT'S DISCUSSION AND ANALYSIS
FINANCIAL STATEMENTS
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING
AUDITORS' REPORT
CONSOLIDATED STATEMENTS OF EARNINGS AND DEFICIT
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
This annual report 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 WSi Interactive Corporation's clients. Actual results and developments may therefore differ materially from those described in this annual report.
"WSi is focused on profitability and anticipates that the Company
will become profitable by the end of the 2001 fiscal year through
strong revenue growth and judicious expense management"
On behalf of the Board of Directors, I am very pleased to present the Annual Report for the fiscal year ending June 30, 2000.
In July, 1999, the Company changed its name from "JSS Resources Inc." to "WSi Interactive Corporation" and completed a change of business by acquiring all of the shares and assets of WSi Management Group which now comprise the core business of the Company.
The Company's business consists of three operating segments: (1) integrated marketing (2) web services and (3) investments and e-businesss development. Our first year under the new company structure has been extremely active; we achieved rapid growth and gained a wealth of valuable experience. Aggressive goals were set and I am very pleased with our achievements. By identifying and investing in strategically complementary businesses, we have been able to lever our core strengths to build a strong network of businesses.
Over the past year, WSi has expanded its team to build a strong management group, an active Board of Directors and a talented pool of employees. We have focused on attracting people with creative and technological excellence as well as marketing proficiency and experience.
The Company's revenue for the year ended June 30, 2000 totaled $6,007,375, meeting its target for the year. The net loss for the year was $1,810,783 of which $702,125 was amortization of capital assets. The loss before amortization was $1,108,658. Assets grew to $9,160,200 by June 30, 2000.
Most importantly, this was a year of evolution for WSi. We adhered to our business model and achieved many successes. Due to our rapid growth we met with some challenges that taught us valuable lessons. As a result, we ended our first year stronger, more disciplined and sharply focused on our vision.
From the very beginning it has been apparent that our business model and our organizational structure are well suited to meet our objectives. The number of business opportunities presented to us has been steadily increasing. As our reputation has grown, we have seen opportunities of greater scope and caliber. Alliances with other companies including IBM Canada Inc. have assisted our development in this area.
While growth is a key part of our business plan, we have learned to be very strategic in the selection of opportunities and stringent in our due diligence. We are focusing on reviewing opportunities which are complementary to our existing business and have excellent potential for near term profitability.
We have worked to streamline the organization in order to improve communication, increase efficiency and reduce expenses. Currently WSi has a work-force of approximately 65 people with valuable collective experience, who are committed to our success.
I believe that one of our greatest achievements has been to earn the trust and loyalty of our shareholders, who, despite our initial challenges and the vagaries of the market, have continued to support the Company. In the process of fine-tuning our organization, the importance of clear and consistent communications with all stakeholders has become paramount. Steps are ongoing to ensure that this is achieved.
Looking to the future, WSi is in a strong position to take advantage of the growth of the Internet in both content and infrastructure opportunities. Our focus will be to identify opportunities for acquisition, consolidation and acceleration of Internet centric businesses which are complementary to our core competencies.
As WSi takes the necessary steps to grow into the future, it does so with a continued commitment to its plan and a clarity of purpose that is greatly enhanced by the experience of this past year. I am very excited about WSi's future and hope that we will continue to earn your support in our endeavors. We firmly believe that the simple maxims of commitment, discipline and focus will ensure our success.
Sincerely,
Theo Sanidas,
President & CEO. WSi Interactive Corporation
SUMMARY OF HIGHLIGHTS (to October 10, 2000)
FUTURE PLANS
WSi generates revenue by marketing and selling
products and services based on its core competencies
of integrated marketing, web and business
development services and by investing in content
and infrastructure of Internet businesses. The three
divisions that represent the core of WSi are Western
Shores (direct marketing), TargetPacks (Internet
marketing), and MediaNet Solutions (web
development and hosting services). All three are
complementary and provide total solutions to a
wide variety of client objectives. WSi also generates
revenue from new businesses by providing
development support based on those same core
competencies.
As Internet services expand to include live casting
and other streaming media, WSi intends to be at the
forefront of this technology by establishing strategic
partnerships with high-speed transmission networks.
The shares of WSi Interactive Corporation are listed
on the Canadian Venture Exchange (CDNX) as
a Tier 1 company and on the third segment
"Freiverkehr" of the Frankfurt Stock Exchange in
Germany. WSi's shares are also listed on the OTC
Bulletin Board in the United States.
WSi currently has approximately 65 personnel.
OUR VISION
WSi will be recognized as the best total Internet
business development partner. WSi will strive to
be the leading resource for top quality business,
marketing and technological expertise, people and
venture capital, to Internet centric companies.
OUR GUIDING PRINCIPLE
In everything we do, we exist to profitably accelerate
the success of Internet centric businesses. We
measure our success by how well our partners
ultimately perform in their markets.
Integrated marketing - provides conventional and
on line direct marketing services. Includes Western
Shores and TargetPacks divisions.
Web services - provides high-end web development
and advanced hosting services. Includes MediaNet
Solutions and DNSMedia.
Investment - includes business development and corporate services.
CORPORATE HISTORY
On June 30, 1999, the Canadian Venture Exchange
(CDNX) approved the acquisition by JSS Resources
Inc., a CDNX listed company, of all of the
outstanding shares of WSi Management Group Inc.
("WSi Group"), a private company founded by Theo
Sanidas. JSS Resources Inc. subsequently changed its
name to WSi Interactive Corporation.
In March 2000, WSi Interactive Corporation
simplified its corporate structure by officially
winding up the WSi Group and its three subsidiary
companies. However, the original WSi Group of
companies continue as the core divisions of WSi.
CORE BUSINESS DIVISIONS - 100% OWNED BY WSi
Western Shores
As the direct marketing arm of WSi, this division
creates revenue through the sale of a full range of
direct and database marketing programs. These
include: direct mail campaigns, geodemographic
profiling, database design and management, graphic
design, print, media buying, and other services.
Similar to an advertising agency but wider in scope
and capability, Western Shores is able to provide
integrated campaigns that utilize all media or
individual marketing services depending on the
needs of the client.
Western Shores has been in business for ten years
and represents a key core competency of WSi,
providing solid revenue and, most importantly,
marketing expertise, which is leveraged by all
other WSi businesses.
Western Shores' business plan calls for an increase
of revenue which will be achieved through the
activities of a growing sales force and improved
operational efficiencies. It is anticipated that
additional revenue will be earned from activities
related to the development of new Internet
related marketing clients.
TargetPacks.com
This is a permission-based Internet marketing
division which levers WSi's direct marketing
expertise specifically in the Internet arena.
TargetPacks provides opt-in email marketing
programs for advertisers, either in conjunction with
other advertisers in interest-specific "packs," or as a
solo program. Consumers may also take advantage
of the website by subscribing to a topic-specific
newsletter mailing lists. Customers can rent opt-in
lists, advertise in newsletters, and/or have
TargetPacks manage and rent their proprietary
lists. The major asset of the business will be the
accumulation of proprietary opt-in names.
TargetPacks has recently acquired a license for a
list management software at a cost of US $120,000
which serves as an added-value feature to opt-in
email campaigns. This software package integrates
a relational database into an advanced e-mail list
server which will allow TargetPacks to create
customized e-mail marketing campaigns. In addition,
TargetPacks will become the aggregator and
marketing arm for the subscriber lists of all other
WSi Internet divisions.
TargetPacks anticipates that an increase in the next
fiscal year's revenue will be realized through
escalated sales of integrated marketing campaigns
that take advantage of TargetPacks' Internet
expertise combined with the experience of WSi's
direct marketing division. A growing database of
proprietary opt-in names will expand the asset base
of TargetPacks and simultaneously increase the
profit margins for each campaign.
MediaNet Solutions
MediaNet Solutions offers comprehensive web
development solutions to clients who need an
effective presence on the World Wide Web, and also
to those clients who want to enhance and maximize
their current site. This division offers a full range
of design and content development services, as well
as back-end programming.
MediaNet Solutions has access to a powerful data
center/ISP capable of handling 750 million hits
per day and 9,000 simultaneous on-demand video
streams. The data center delivers state-of-the-art
reliability, security and scalability to meet the
escalating demands of e-business activities. The
facility will be used specifically for internet
technologies, hosting applications, data
warehousing and streaming video technologies.
MediaNet Solutions is on the leading edge of
"convergence" Internet applications, specifically
Internet broadcasting and telephony.
INTERNET BUSINESS DEVELOPMENT
In addition to providing marketing, web site
development and hosting services, WSi has an
innovative Internet business development division.
WSi focuses on start-up or early-stage companies
where significant value can be added to the
investment through WSi's experience in providing
complete Internet business development and
marketing solutions.
This division of WSi operates under the website
"Shellco.com" which provides resources for private
companies interested in going public and/or
seeking business acquisitions. The website is also
a marketing tool for WSi's Internet business
development segment.
As a developer of Internet companies, WSi receives
a constant flow of business plans and investment
opportunities. WSi evaluates these proposals by
conducting a stringent due diligence review of both
the business and its management team. All proposed
investments are subject to the review and approval
of WSi's Board of Directors. Once a partner company
has been successfully established, WSi may elect to
assist the business to enter the public markets with
WSi retaining a significant share equity position.
Rather than taking over a selected business in its
entirely, WSi acquires a share equity position in
the partner company by providing a combination
of business development services and/or funding.
Payment for WSi's development services is usually in
the form of cash. WSi may also be compensated by
receiving equity in the partner business in addition
to any cash payments. This model increases WSi's
revenues and investments while strengthening its
infrastructure to include management personnel of
the partner companies. Each partner business is
managed as a separate profit and loss centre with
its own management team.
Strategic Relationship with IBM
In April 2000 WSi announced that it had formed
an alliance with IBM Canada Ltd. This partnership
with IBM allows WSi to take on projects of virtually
unlimited scope and significantly accelerate their
early stage development. IBM submits business plans
to WSi's business development program and provides
hardware, software and services to selected start up
projects. WSi has access to IBM's Industry Solutions
Lab, and is registered in IBM's Service Provider
Business Partner Program.
BUSINESSES IN DEVELOPMENT
DNSMedia.com - 100% owned
A full-service digital solutions company that
provides network solutions to clients, DNSMedia
makes the web move faster and gives the customer's
presentation an interactive and visually compelling
presence. Services include streaming media
production and broadband delivery, video-on-demand,
web design interactivity, audio and
video slide presentations, animation and flash,
e-commerce and online marketing.
DNSMedia has developed the production and
streaming infrastructure for the Los Angeles Film
School and Hollywood Broadcasting, both located
in Los Angeles, California.
DNSMedia is a Nevada corporation which
maintains a business office in Los Angeles.
StockSecrets.com - 100% owned
StockSecrets.com is a financial portal targeting both
investors and those interested in financial markets,
small cap companies and trends that affect financial
investments. Currently the site offers daily content,
real-time stock quotations and links to other related
sites. A beta version of the new website was launched
in September, 2000.
Revenue for StockSecrets is derived from the sale of
opt-in email campaigns in addition to the sale of
audio, text and video streaming corporate profiles,
and banner advertising. Cross selling between this
portal and InvestmentWorldNews.com provides
added value for its clients.
StockSecrets.com is owned and operated by a
private British Columbia corporation, Stock Secrets
Enterprises Ltd., which is wholly owned by WSi.
Investment World News - 100% owned
Investment World News is a quarterly, four-color
magazine that is produced by StockSecrets.com and
distributed through business publications in the US
and Canada. It targets small cap companies and
provides advertising opportunities to attract
investors. The publication generates traffic to a
companion web site (InvestmentWorldNews.com),
thus providing leads for advertisers and building
Stocksecrets' opt-in database.
During the next year, Investment World News will
focus on developing brand awareness and recognition
in the financial community. Revenues are derived
from payments by corporations profiled in the
magazine and from other advertisements. The
costs of producing the magazine are fully covered
by revenue received and content is provided by
the clients.
iaNett.com
iaNett.com is a software development firm
specializing in search engine technology. The
company has developed a search engine that it
considers superior to its competition, both in terms
of performance and price. The software can be
easily and usefully adopted by any website. The
iaNett.com website and assets are owned and
operated by IaNett.com Internet Technologies Ltd.,
a private company incorporated in British Columbia
and currently 50.1% owned by WSi. Under the terms
of the acquisition agreement, WSi's interest will
reduce to 45% by the end of fiscal year 2001.
Moving forward, iaNett will identify a viable market
for its product and develop a supporting sales and
marketing plan.
EARLY STAGE DEVELOPMENT PROJECTS
DiamondReplacement.com
DiamondReplacement.com is designed to become
the leading online supplier of replacement diamonds
and jewelry in both the business and consumer
marketplace.
In April, 2000, WSi signed an agreement to launch
this Internet business through a strategic alliance
with RG Diamonds Inc., of Chicago, Illinois.
WSi will earn a 50% interest in the newly formed
company by contributing its website design and
development services.
YourRestaurantHelp.com
YourRestaurantHelp.com is an online resource
for restaurant owners and is designed to help the
restaurant operator meet the daily challenges of the
restaurant business. The site provides a venue for
staff hiring, the purchase and sale of restaurant
equipment and products, and a place to advertise
the sale of restaurant businesses themselves.
YourRestaurantHelp.com is owned and operated by
Restaurant-Help.com, Inc., a private company
incorporated under the laws of the State of Illinois.
WSi currently has a 25% interest in this company,
which it earned by providing development services.
YourWineStore.com - 100% owned
YourWineStore.com is an informational web site
with a comprehensive listing of wineries available
online, and was designed to provide information
for wine-loving consumers. Any other wine-related
site is able to co-brand their site with YourWineStore.com.
Healthcreator.com - 90% owned
Heathcreator.com is a database-driven health and
wellness web site. An integrated assessment system
uncovers the health and fitness goals of subscribers
and provides them with a free daily health regimen
personalized to their current lifestyles. The daily
health and fitness plans are presented as a personal
page offering a daily meal plan, exercise plan,
supplement plan, as well as goal setting and results
tracking to keep subscribers motivated to reach
their goals.
The Healthcreator.com site is available to any
other health-related website at no charge as a co-branding
opportunity.
This business has been developed to a functional
stage and now requires an infusion of approximately
$2 million in order to effectively market it. WSi is
seeking an investment partner to provide financing
for this property.
The database engine that is the backbone of the
Healthcreator.com site may be utilized in a wide
variety of applications. It may be possible to
generate additional revenues by selling the database
engine to other companies.
INVESTMENTS IN BUSINESSES NOT MANAGED BY WSi
Ariel Wireless Technologies, Inc.
WSi holds a 40% interest in Ariel Wireless
Technologies Inc. On June 1, 2000, Petra Resource
Corp., a CDNX listed company, announced an
agreement to acquire all of the issued shares of Ariel
in exchange for 6,000,000 shares of Petra, subject
to regulatory approval. Upon completion of the
acquisition, WSi will be issued 2,400,000 shares of
Petra and Theo Sanidas, President and CEO of
WSi will become a director of Petra.
Ariel is in the wireless communications hardware and
software business. This investment complements
the Company's interest in broadband, rich media
and convergence technologies. On August 21, 2000,
Ariel changed its name to Alphastream Wireless Inc.
eReservation Systems Inc.
On June 23, 2000, WSi announced the formation
of a business alliance with eReservation Systems Inc.
whereby WSi will facilitate eReservation going
public through its acquisition by Techgroup Ventures
Inc., a CDNX capital pool company. WSi will be
issued 642,000 shares of Techgroup as a finder's fee.
The business of eReservation is the development of
a website to provide commercial services to the
travel and leisure industry focusing on electronic
transaction fee processing and on-line reservation
services for golf courses and resorts throughout
the world.
Nerve Media Corporation
In March, 2000, the Company acquired a 12%
interest (6,818 shares) of Nerve Media Corporation
("Nerve"). Nerve designs multimedia marketing
campaigns. Nerve is currently trying to raise
additional capital to continue operations. The
realization of this investment is dependent on
their success in this endeavour.
FlashCandy.com
WSi owns 25% of this company, which it earned
through the provision of web development services.
Flashcandy.com is a content-driven web business
based on a viral marketing concept. It spreads its
message by having users send animated online
greeting cards to people they want to connect with
and encouraging the recipient to do the same.
Each time someone "uses" the site they are providing
a marketing service to FlashCandy. Revenue is
generated from advertising opportunities on the
site and on the cards, as well as in the accumulation
of opt-in names that represent a valuable asset and
opportunity for additional revenue streams.
Current plans are to work with the majority owner
to continue to add value to the business and
complete the proof of concept process. During the
next fiscal year, WSi plans to either sell its interest
to the majority shareholder or assist with the process
of taking the company public.
HollywoodBroadcasting.com, Inc.
On June 30, 2000, the Company acquired a nominal
interest of HollywoodBroadcasting.com, Inc.
("HBC"). HBC is in the business of creating,
producing and distributing original content
for the web by streaming video. The Company has
been providing web services to HBC.
Southport Capital Corp.
WSi has recently entered into an agreement with a
CDNX capital pool company, Southport Capital
Corp., under which WSi will receive 600,000 shares
of Southport as a finder's fee in consideration of WSi
introducing Active Ortho Research & Development
Inc. to Southport. All of the shares and business
of Active Ortho will be acquired by Southport as its
qualifying transaction, subject to the approval of
CDNX and the Southport shareholders.
DIRECTORS
Theo Sanidas - President and
Mr. Sanidas has been an executive in the marketing
and technology sectors for over 14 years. In 1990, he
founded a direct marketing and database company
(Western Shores Direct Marketing Group Inc.)
which was subsequently acquired by the Company
and now forms one of WSi's core divisions
Mr. Sanidas is the entrepreneurial driving force
behind WSi and the architect of the Company's
current structure. He is extremely active in the North
American business community and constantly seeks
new opportunities for WSi.
Mike Donald - has been a Director of WSi since
November 4, 1999. Mr. Donald has been Chairman
and CEO of Concord National Inc., one of Canada's
most successful food brokerage firms, since 1999.
Prior to that, Mr. Donald was President and CEO of
Concord Sales Ltd. since 1987. Mike Donald is co-founder
of HomeGrocer.com, a neighborhood grocery
shopping and delivery service available over the
Internet which is the fastest growing online grocer
in the United States. Mr. Donald is also Chairman
of the executive board of the Canadian Food Brokers
Association and an active member of the World
Entrepreneurs Organization, an extension of the
Young Entrepreneurs Organization.
Marcus New - founded Stockgroup.com in 1995 and
developed its website as a news and information site
for small and microcap stocks, providing analysis and
information. Stockgroup.com currently employs
more than 80 staff in offices located in Vancouver,
Toronto, Calgary, San Francisco, and New York.
Mr. New is also a director of Investrend Inc., the "for
profit" company for the Investor Research Institute
headquartered in New York. Previously, Mr. New was
the Vice President of Ancan Public Relations Group.
OFFICERS
Bryan Kanarens - has been the Vice President and
General Manager of WSi and its predecessor,
Western Shores, since April 1996. From February
1991 to February 1996, he was the Director of
Thompson & Associates, a direct marketing
agency in Toronto.
From August 1981 to January 1991, Mr. Kanarens
worked for American Express, where he was General
Manager of the Expressly Yours Merchandising
business, a card member incentive and
merchandising program. Prior to this he worked for
a management consulting company in California.
John York - has been the Chief Financial Officer
of WSi since December 31, 1999. From May 1999
to December 1999, Mr. York was self-employed as a
Chartered Accountant. From December 1995 to
May 1999, Mr. York was the Chief Financial Officer
of Battlefield Minerals Corporation located in
Vancouver, British Columbia. From early 1994 to
November 1995, Mr. York was the Chief Financial
Officer of Zamora Gold Corp. located in Vancouver,
British Columbia.
Lance Morginn - has been WSi's Vice President of
Technology since December 1, 1999. Mr. Morginn
has also been President of MediaNet Solutions Inc.,
a subsidiary of the Company. Mr. Morginn has been
a director of Safe ID Corp. since September 1999.
From May 17, 1996 to January 1998, Mr. Morginn
was a director of Planet City, and from January 1996
to August 1998, he was the President of Planet City
Graphics. Prior to that, from November 1995 to
January 1996, Mr. Morginn was the President of
WebWorks Multimedia.
James L. Harris - is the Secretary of WSi Interactive
Corporation. He is a member of the law firm Watson
Goepel Maledy of Vancouver, BC, and is a British
Columbia lawyer specializing in securities and
corporate law. His clients include companies listed on
the Canadian Venture Exchange, The Toronto Stock
Exchange, and trading on the OTCBB in the United
States.
Management's Discussion and Analysis
The following discussion and analysis should be read in conjunction with the audited consolidated financial
statements of the Corporation for the year ended June 30, 2000 and the six months ended June 30, 1999.
OVERVIEW
On June 30, 1999, the Company acquired all
the shares of the WSi Group consisting of three
subsidiary companies: Western Shores Direct
Marketing Group Inc., MediaNet Solutions Inc.
and TargetPacks Enterprises Corp. These core
businesses continue to form the basis of the
Company's activities, although in March 2000 the
corporate entities were dissolved and the businesses
were continued as divisions of the Company. Until
June 30, 1999, WSi itself was a publicly traded
company known as JSS Resources Inc. but was
inactive, therefore the results to June 1999 in the
attached financial statements are not comparable
to the year ended June 30, 2000.
During the year ended June 30, 2000 the Company
pursued its goal of developing competencies suited
to the development of Internet businesses. The
integrated marketing skills of WSi combine the many
years of direct marketing experience of Western
Shores with TargetPacks' Internet marketing skills.
MediaNet Solutions supplies the web development
services and hosting services. WSi has also facilitated
the development of Internet businesses by providing
a combination of development services for cash
and/or equity investments. The future success of
such businesses should be reflected in the Company's
results in the coming years.
OPERATING RESULTS
During the year ended June 30, 2000, the Company
had an operating loss of $1.8 million, or $0.05 per
share after amortization of capital assets. Although
revenue was close to the expected level for the year,
costs increased dramatically as the Company grew
during the year from less than 20 to over 80
personnel. This explosive growth during WSi's first
year of its combined businesses was a challenge
to manage. The Company has since stabilized its
workforce at the level of approximately 65 people,
which is considered closer to a realistic level
based on the current activity. In the future,
where appropriate, growth will be managed by
subcontracting services until an ongoing permanent
need is established, at which time additional
employees will be hired. This will efficiently
manage the Company's forecasted growth and
contain the associated overhead costs. During the
year, the Company opened three new offices to
develop its business. After a trial period in both
Toronto and Seattle, those offices were closed to
reduce the overhead costs. The Company will focus
on the local markets from its existing locations in
Vancouver and Los Angeles. In the near future, the
Company plans to service the Toronto market
from Vancouver, but does not rule out creating a
permanent presence if the level of business makes
economic sense. The Company's business in
Los Angeles is operated under the name of
DNSMedia.com, Inc., which is a wholly owned
subsidiary and a full service media streaming
company. The business showed initial rapid growth
but now has only two employees who largely service
the needs of two clients. However, other staff located
in Vancouver assist with DNSMedia's activities.
WSi is reviewing how this business will be developed,
but is convinced there is a good market for its
services. The lower labour costs for Canadian staff
(due to the value of the Canadian dollar) should
enable the Company to compete effectively in
the US market.
The Company's revenues and direct costs for the year can be broken down as follows:
The gross margin on Integrated Marketing is being
affected by a contract for the sale of database
information for $1.4 million, which carried no
cost on the Company's books. One other contract
accounted for $1,283,000 of Integrated Marketing
revenue during the year. It is not known if these
contracts will be repeated in the future; however,
it is anticipated that new business can replace the
revenue. During the summer of 2000, the Company
has revamped and increased its sales effort. Sales
personnel have increased from 3 full-time and 4 part-time
in 1999 to 10 full-time and are very focused
on selling the core business services. Web services
revenue includes $769,000 of services, largely from
web site development, which have been paid by
taking an equity stake in the businesses concerned.
This model for assisting Internet companies to
develop will likely continue during the next year.
WSi will focus on transactions where a large part of
the services rendered by WSi will be paid in cash, at
least covering the direct and indirect costs. WSi will
take equity for the balance.
General and Administrative Costs
General and administrative costs for fiscal 2000 were
$3.5 million. These costs reflects the rapid growth
of the Company during the year, the many deals
that were accomplished and start-up costs after the
businesses were brought into the public entity in
the second half of 1999. In summary, the costs for
the past fiscal year were higher than predicted
future costs, in spite of now having a much larger
infrastructure and workforce than existed at the start
of fiscal 2000.
LIQUIDITY AND CAPITAL RESOURCES
Cash reserves were reduced during the year from
$1.7 million to $1.3 million. Private placement
shares were issued to raise $1.8 million, stock
purchase warrants were exercised to provide cash of
$4.4 million and stock options were exercised to
provide cash of $1.1 million. During the year, the
primary cash use was to fund operations, including
working capital, amounting to $3.9 million, made
up of the net loss of $1.8 million, non-cash items
and non-monetary exchanges of $1.3 million and
an increase in working capital requirements of $0.8
million. In addition, major cash expenditures were
as follows. Capital assets, being mainly computer
hardware and software, were purchased for $1.5
million. This was largely to equip an enhanced web
services production department and to develop
(partially) the Company's state-of-the-art data centre.
The major part of the data centre was funded
through lease financing from IBM, with whom WSi
has a formal alliance to develop Internet businesses.
Investments in "partner" companies were made
totaling $1.7 million, of which $0.8 million was
through the provision of services and $0.2 was
written off at the year end. In addition, development
costs of $0.9 million were incurred on the Company's
own Internet businesses. The Company anticipates
that these investments will create earnings for
shareholders in the coming years.
The Company's working capital position has
decreased since June 30 2000 due to continuing
losses. The Company does not expect to become
profitable until the last quarter of fiscal 2001,
therefore new capital is required. The drop in the
Company's share price makes it less attractive for
holders to exercise existing options and warrants,
which was a significant source of funds during
fiscal 2000, however options and warrants to
purchase 2.1 million shares are exercisable and
priced close to the current market and could provide
over $0.9 million in cash. The Company is actively
seeking new private placement funding.
RISKS AND UNCERTAINTIES
WSi's business model is based on the provision of a
range of services for both Internet and conventional
businesses. From these services the Company will
not only create revenue, but will create increased
shareholder value through the growth of partner
companies in which WSi has invested.
A major risk facing the Company is keeping current
with technology change as it operates in one of the
most dynamic industries of the 21st century. The
Internet business changes rapidly, as has been seen
in the year under review, and revenue models that at
one time seemed realistic, change almost overnight.
Monitoring change is a constant priority.
Management believes that its full range of services
will provide not only protection from some of
the technology risk, but will limit the risks of
competition. Part of WSi's business is to invest in
new, developing businesses. Any investment in
companies at the early stages carries some risk and
the likelihood is that some investments will not be
successful. Conversely, when a partner business is
successful the rewards can be high. The Company
is limiting the risk of such investments by being
highly selective and not financing the early stages
from its own resources.
OUTLOOK
The Company is now firmly focused on the key area
of sales, with a larger and better trained sales force,
and also on the important objective of overhead cost
containment and reduction. The Company has
built the infrastructure to provide WSi's dedicated
employees with the tools to execute the business
plan and provide increased shareholder value in the
new fiscal year.
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING
The financial statements contained in this annual
report have been prepared by management in
accordance with generally accepted accounting
principles in Canada and have been approved by the
Board of Directors. The integrity and objectivity of
these financial statements are the responsibility of
management. In addition, management is responsible
for all other information in the annual report and
for ensuring that this information is consistent,
where appropriate, with the information contained
in the financial statements.
In support of this responsibility, management
maintains a system of internal controls to provide
reasonable assurance as to the reliability of
financial information and the safe-guarding of
assets. The financial statements include amounts
which are based on the best estimates and
judgments of management.
The Board of Directors is responsible for ensuring
that management fulfills its responsibility for
financial reporting and internal control and exercises
this responsibility principally through the Audit
Committee. The Audit Committee consists of two
directors not involved in the daily operations of
the Company, and the Chairman of the Board. The
Audit Committee meets with management and meets
independently with the external auditors to satisfy
itself that management's responsibilities are properly
discharged and to review the financial statements
prior to their presentation to the Board of Directors
for approval.
The external auditors, Bedford Curry & Co.
Chartered Accountants, conduct an independent
examination, in accordance with generally accepted
auditing standards, and express their opinion on the
financial statements. Their examination includes a
review of the Company's system of internal controls
and appropriate tests and procedures to provide
reasonable assurance that the financial statements
are, in all material respects, presented fairly in
accordance with accounting principles generally
accepted in Canada. The external auditors have free
and full access to the Audit Committee with respect
to their findings concerning the fairness of financial
reporting and the adequacy of internal controls.
Theo Sanidas
John York
AUDITORS' REPORT
To the Shareholders of WSi Interactive Corporation
We have audited the consolidated balance sheets of
WSi Interactive Corporation as at June 30, 2000 and
1999 and the consolidated statements of earnings
and deficit and cash flows for the year ended June 30,
2000 and for the six months ended June 30, 1999.
These financial statements are the responsibility of
the company's management. Our responsibility is to
express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with
generally accepted auditing standards. Those
standards require that we plan and perform an
audit to obtain reasonable assurance whether
the financial statements are free of material
misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also
includes assessing the accounting principles used
and significant estimates made by management, as
well as evaluating the overall financial statement
presentation.
In our opinion, these consolidated financial
statements present fairly, in all material respects,
the financial position of the company as at June 30,
2000 and 1999 and the results of its operations and
cash flows for the periods then ended in accordance
with generally accepted accounting principles in
Canada. As required by the British Columbia
Company Act, we report that, in our opinion, these
principles have been applied on a consistent basis.
BEDFORD CURRY & CO.
CONSOLIDATED STATEMENTS OF EARNINGS AND DEFICIT
CONSOLIDATED BALANCE SHEETS
"Mike Donald"
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year ended June 30, 2000 and six months ended June 30, 1999 1. NATURE OF OPERATIONS AND GOING CONCERN WSi Interactive Corporation (the "Company"), incorporated in
British Columbia, Canada, has shares listed on the Canadian Venture
Exchange (previously on the Vancouver Stock Exchange) and on the OTC
Bulletin Board in the United States. Subsequent to the year end the
Company obtained a listing on the third segment of the Frankfurt
Stock Exchange The Company is primarily engaged in the business of providing integrated
marketing, web services and business development services to both
internet and traditional businesses. In June, 1999 the Company completed a reorganization which included changing
its name from JSS Resources Inc. and changing its fiscal year from
December 31 to June 30. It then acquired 100% of the shares of
W.S.I. Management Group Inc. ("Management") pursuant to the
transfer from existing shareholders of 15,000,000 common shares of
the Company to the shareholders of Management, cash consideration of
$40 and a finders fee of 150,000 common shares. Management owned all
the issued and outstanding shares of Western Shores Direct Marketing
Group Inc., MediaNet Solutions Inc. and Targetpacks Enterprises Corp.
The acquisitions were accounted for using the purchase method of
accounting and goodwill of $36,341 was written off as the amount
was considered immaterial and not indicative of its economic value. Prior to the acquisition of Management the Company had incurred losses of
$22,713,075 for the period from incorporation to June 30, 1999 from
previous business operations. These consolidated financial statements have been prepared on the going
concern basis. The Company's ability to continue its operations and
to realize assets at their carrying values is dependent upon the
continued support of its shareholders, obtaining additional financing
and generating revenues sufficient to cover its operating costs in an
industry characterized by rapid technological change. There is no
assurance that the Company will be successful in achieving any or all
of these objectives over the coming year and, accordingly, it is
possible that the company will be unable to continue as a going
concern. 2. SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation and basis of accounting - The consolidated
financial statements include the accounts of the Company and its
wholly owned subsidiaries, D.N.S. Media.com Inc. and Stock
Secrets Enterprises Ltd. As at June 30, 1999, the Company's accounts included the wholly owned
subsidiaries, W.S.I. Management Group Inc., Western Shores Direct
Marketing Group Inc., Targetpacks Enterprises Corporation and
MediaNet Solutions Inc. In March of 2000, these subsidiaries were
wound up under the Company Act (British Columbia) and continue
to operate as divisions of the Company. The Company's consolidated financial statements are prepared in
accordance with generally accepted accounting principles in Canada. Cash and cash equivalents - The Company considers deposits in bank
and short term investments with original maturities of three
months or less to be cash equivalents. Capital assets - Capital assets are recorded at cost less
accumulated amortization. Amortization is provided over the
estimated useful lives of the assets using the following basis and
annual rates: Investments - The Company makes investments in technology businesses. Such
investments, where the Company does not exert significant influence,
have been accounted for under the cost method whereby the investments
are carried at cost. When, in the opinion of management, the cost
of an investment is permanently impaired, the investment is written
down to recognize the loss. Where the Company does exert significant
influence, investments are accounted for under the equity method.
Where the Company's initial investment is more than 20% but where
plans are in place for the investee to issue additional securities
that will dilute the ownership investment below 20%, such investments
are accounted for using the cost method. Development costs - Development costs are expensed as incurred unless a
product meets generally accepted deferral criteria in accordance with
generally accepted accounting principles. The development costs
consists primarily of labour costs incurred in developing the
Company's web businesses. Development costs are amortized at the
point that the product is available to the market and over its
estimated useful life. Foreign currency translation and transactions - The Company's
consolidated financial statements are expressed in Canadian dollars.
Monetary assets and liabilities denominated in foreign currencies are
translated into Canadian dollars at the prevailing rates of exchange
at the balance sheet date. Non monetary assets and liabilities
are translated at historic exchange rates. Revenues and expenses are
translated into Canadian dollars at the rates of exchange in effect
at the related transaction dates. Exchange gains and losses arising
from translation of foreign currency items are included in the
determination of net income. Use of estimates in the preparation of financial statements - The
preparation of financial statements in conformity with Canadian
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosures of contingent assets and liabilities
at the date of the financial statements and the reported amounts of
revenue and expenses for the period. Actual results could differ
from those estimates. Revenue recognition - Revenue predominantly results from
service related activities. Services can be on a time and
materials basis or a fixed fee basis. For fixed fee contracts,
revenue is recognized on a percentage of completion basis. For
contracts that are on a time and materials basis, revenue is
recognized as the services are performed. Provisions for estimated
losses on contracts, if any, are recorded when identifiable. Stock based compensation - The Company has a stock based
compensation plan, which is described in note 8. No compensation
expense is recognized for this plan when stock or stock options are
issued to employees. Any consideration paid by employees in exercise
of stock options or purchase of stock is credited to share capital. Income taxes - Future income taxes relate to the expected future
tax consequences of differences between the carrying amount of
balance sheet items and their corresponding tax values. Future
income tax assets, if any, are recognized only to the extent that, in
the opinion of management, it is more likely than not that future
income tax assets will be realized. Future income tax assets and
liabilities are adjusted for the effects of changes in tax laws and
rates at the date of enactment or substantive enactment. Statement of cash flows - The Company has adopted the indirect method
of reporting cash flows, under which the net cash flow from
operations is reported by adjusting net income for the effects of
non cash items and changes in non cash working capital
balances. 3. LOANS RECEIVABLE Loans receivable includes a loan to E.R.S.S. Equity Retirement Savings
Systems Corp. in the amount of $200,000. The amount is due on demand
and bears interest at prime plus 1%. Other loans aggregating $150,000 are due on demand and bear interest at rates
from 0% to prime plus 3%. 4. CAPITAL ASSETS Included in the June 30, 2000 amounts is computer hardware under capital leases,
having a cost of $77,804 (1999 - nil) and accumulated
amortization of $11,670 (1999 - nil). No depreciation was taken during the six months ended June 30, 1999 as
the assets were all acquired on that date. 5. INVESTMENTS There were no investments as at June 30, 1999. Restaurant-Help.com, Inc. - On November 26, 1999 the Company entered into a
Letter of Intent to acquire a 25% (25,000 shares) interest in
Restaurant-Help.com, Inc. ("Restaurant"). In
consideration for its interest the Company provided services to
build, manage and market the business of Restaurant-Help.com.
The services had a fair value of US $250,000. Restaurant provides a
resource web site for restaurants and employees in the restaurant
business. Nerve Media Corporation - On March 20, 2000 the Company paid US
$250,000 for a 12% interest (6,818 shares) of Nerve Media Corporation
("Nerve"). Nerve designs multimedia marketing campaigns.
Nerve is currently trying to raise new capital to continue
operations. The realization of this investment is dependent on their
success in this endeavour. FlashCandy.com - On January 1, 2000 the Company entered into an agreement
to acquire a 25% interest in FlashCandy.com, Inc. ("FlashCandy").
In consideration for its interest the Company provided web
development services with a fair value of $255,000 to FlashCandy.
FlashCandy.com is in the business of developing a greeting card web
site. HollywoodBroadcasting.com, Inc. - On June 30, 2000 the Company paid $150,000 for 166,667
shares, a nominal interest, of HollywoodBroadcasting.com, Inc.
("HBC"). HBC is in the business of creating, producing and
distributing original entertainment for the web by streaming video.
The Company has been providing web services to HBC. Digital Video Display Technology Corp. - On January 20, 2000 the
Company acquired 75,000 common shares, a nominal interest, of Digital
Video Display Technology Corp. ("DVDT"). In consideration
for its interest the Company provided Internet services with a fair
value of $108,000. The shares are restricted from trading for one
year from the date of issuance. DVDT shares trade on the OTC
Bulletin Board in the United States. As of June 30, 2000 they had a
value of $68,250 Ariel Wireless Technologies, Inc. - On May 8, 2000 the Company
acquired a 40% (66 shares) interest in Ariel Wireless Technologies,
Inc. ("Ariel") for a cash payment of $100,000. Ariel is in
the wireless communications hardware and software business. The
investment complements the Company's interest in broadband, rich
media and convergence technologies. On August 21, 2000 Ariel changed
its name to Alphastream Wireless Inc. 6. DEFERRED DEVELOPMENT COSTS During the year ended June 30, 2000, there was no amortization charged to
operations on deferred development costs. 7. OBLIGATIONS UNDER CAPITAL LEASES The Company has financed certain office equipment and computer hardware by entering into capital lease arrangements. Future minimum lease payments of the capital leases for the fiscal years ending June 30 are as follows: 8. SHARE CAPITAL The Company has authorized share capital of 100,000,000 common shares without par
value and 20,000,000 preferred shares with a par value of $0.001 per
share. The issued share capital consists of common shares as follows: Escrow Shares - There are 3,112,500 (1999: 112,500) shares held in
escrow subject to release only with regulatory approval. Warrants - The Company has stock purchase warrants outstanding as follows:
(a) On June 20, 2000, the terms of the warrants were
amended commencing July 1, 2000 to extend the expiry date from June
30, 2000 to September 30, 2000 and to increase the exercise price
from $1.00 to $1.15.
(b) The exercise price of the warrants prior to November
30, 2000 is $0.40. The exercise price after December 1, 2000 is
$0.46.
Company Overview
"We have been focusing on both content and infrastructure opportunities."
The Company has three separate operating segments:
Percentage of WSi Revenues by Segment
(based on total revenues of $6,007,375
for fiscal year ended June 30, 2000)
Chief Executive Officer.
Mr. Sanidas is the President, Chief Executive Officer
and Director of the Company. Mr. Sanidas has a
diploma in Marketing Management and
International Business. He also holds a Bachelor
of Business Administration Degree.
$000's
Integrated
MarketingWeb
ServicesOther
Total
Revenue
$3734
1824
$449
$6007
Direct Costs
Labour
$248
$944
$128
$1320
Materials/Services
$1609
$246
$206
$2061
Other
$20
$5
$25
Total Direct Costs
$1877
1195
$334
$3406
Gross Margin
(Revenue minus
Total Direct Costs)$1857
$629
$115
$2601
President, CEO
Chief Financial Officer
CHARTERED ACCOUNTANTS
Vancouver, British Columbia, Canada
September 28, 2000
Year ended June 30, 2000 and six months ended June 30, 1999
2000
(12 Months)1999
(6 Months)
REVENUE [Note 13]
$ 6,007,375
-
EXPENSES
Direct costs
3,405,916
-
General and administrative
3,492,317
74,579
Amortization of capital assets
702,125
-
7,600,358
74,579
Net loss before other items
(1,592,983
)
(74,579
)
OTHER ITEMS
Write-off of license costs [Note 10]
(217,800
)
-
Write-off of goodwill
-
(36,341
)
NET LOSS
(1,810,783
)
(110,920
)
Deficit, beginning of period [Note 1]
(22,823,995
)
(22,713,075
)
DEFICIT, end of period
$ (24,634,778
)
(22,823,995
)
LOSS PER SHARE
$ (0.05
)
(0.00
)
June 30, 2000 and 1999
2000
1999
ASSETS
Current
Cash and cash equivalents
$ 1,313,692
1,706,824
Accounts receivable
2,364,938
300,532
Loans receivable [Note 3]
350,000
-
Prepaid expenses
198,073
45,956
4,226,703
2,053,312
Capital assets [NOTE 4]
2,517,852
217,586
Investments [NOTE 5]
1,507,274
-
Deferred development costs [Note 6]
908,371
-
$ 9,160,200
2,270,898
LIABILITIES
Current
Accounts payable and accrued expenses
$ 1,646,752
257,941
Current portion of obligation under capital leases [NOTE 7]
18,422
-
1,665,174
257,941
Obligation under capital leases [Note 7]
50,156
-
Amounts due to shareholder
-
60,835
1,715,330
318,776
SHAREHOLDERS' EQUITY
Share capital [Note 8]
32,079,648
22,779,187
Share subscriptions
-
1,996,930
Deficit
(24,634,778
)
(22,823,995
)
7,444,870
1,952,122
$ 9,160,200
2,270,898
APPROVED ON BEHALF OF THE BOARD:
"Theo Sanidas"
Director
Director
Year ended June 30, 2000 and six months ended June 30, 1999
2000
(12 months)1999
(6 months)
OPERATIONS
Net loss
$ (1,810,783
)
(110,920
)
Add (deduct) items not involving cash
Amortization of capital assets
702,125
-
Write-off of license costs
217,800
-
Write-off of goodwill
-
36,341
Non-monetary exchanges [Note 13]
(2,228,625
)
-
(3,119,483
)
(74,579
)
Net changes in non-cash working capital items:
Increase in accounts receivable
(2,064,406
)
(207,275
)
Increase in accounts payable
1,388,811
5,039
Increase in prepaid expenses and deposits
(152,117
)
-
(3,947,195
)
(276,815
)
FINANCING
Issuance of share capital
7,303,531
5,000
Increase in obligations under capital leases
68,578
-
Share subscriptions, net of issuance costs
-
1,996,930
Decrease in amounts due to shareholder
(60,835
)
-
7,311,274
2,001,930
INVESTING
Purchase of capital assets
(1,543,491
)
-
Purchase of investments
(955,349
)
-
Increase in deferred development costs
(908,371
)
-
Increase in loans receivable
(350,000
)
-
Acquisition of subsidiaries, net of bank indebtedness
-
(32,808
)
(3,757,211
)
(32,808
)
Increase (decrease) in cash
(393,132
)
1,692,307
Cash and cash equivalents, beginning of period
1,706,824
14,517
CASH AND CASH EQUIVALENTS, end of period
$ 1,313,692
1,706,824
One half of the above rates are used in the year of acquisition.
Asset
Basis
Rate
Computer software
Straight-line
33% - 100%
Computer hardware
Straight-line
33
Office equipment, furniture and fixtures
Declining balance
20% - 30%
Automotive
Declining balance
30
Leasehold improvements
Straight-line
Over the term of the lease
and one renewal period
Accumulated
Net Book Value
Cost
Depreciation
2000
1999
Computer software [Note 13]
$ 1,791,406
475,250
1,316,156
61,095
Computer hardware
1,232,035
200,975
1,031,060
24,743
Office equipment, furniture and fixtures
146,612
21,700
124,912
131,748
Leasehold improvements
29,524
1,100
28,424
-
Automotive
20,400
3,100
17,300
-
$ 3,219,977
702,125
2,517,852
217,586
2000
Restaurant-Help.com, Inc.
$ 364,725
Nerve Media Corporation
363,000
FlashCandy.com, Inc.
255,000
HollywoodBroadcasting.com, Inc.
150,000
Digital Video Display Technology Corp.
108,000
Ariel Wireless Technologies Inc.
100,000
Other
166,549
$ 1,507,274
Deferred costs, beginning of period
$ -
Add: Labour cost
627,338
Domain name - Stocksecrets.com
187,500
Other costs
93,533
Deferred costs, end of period
$ 908,371
The Company has the following web businesses in development:
Stocksecrets.com
$ 325,577
HealthCreator.com
188,431
Targetpacks.com
161,086
Yourwinestore.com
152,341
Shellco.com
61,529
Other
19,407
$908,371
2001
$ 26,458
2002
26,458
2003
26,458
2004
7,362
Total minimum capital lease payments
86,736
Less imputed interest at rates averaging 12%
(18,158
)
Present value of capital lease payments
68,578
Less current portion
(18,422
)
$ 50,156
2000
1999
Number
Amount
Number
Amount
Balance, beginning of period
31,203,447
$ 22,779,187
31,020,114
$ 22,717,187
Shares issued for cash:
Special warrants
5,250,000
1,996,930
-
-
Finder's fee
-
-
150,000
57,000
Warrants
5,337,334
4,367,057
33,333
5,000
Private placement
3,031,000
1,800,130
-
-
Stock options
2,770,397
1,125,320
-
-
Performance shares
3,000,000
30,000
-
-
Shares issued for other consideration:
Finder's fee
50,000
-
-
-
Cash share issuance costs
-
(18,976
)
-
-
Balance, end of period
50,642,178
$ 32,079,648
31,203,447
$ 22,779,187
Exercise
Price
Outstanding
June 30,
1999
Granted
Exercised
Outstanding
June,
2000
Expiry
date
$
0.17
500,334
-
(500,334)
-
June 18, 2000
(a)
$
1.00/$1.15
-
5,250,000
(3,912,000)
1,338,000
September 30, 2000
(b)
$
0.40/$0.46
-
1,250,000
(925,000)
325,000
November 26, 2001
$
0.91
-
1,781,000
-
1,781,000
June 2, 2002
500,334
8,281,000
(5,337,334)
3,444,000
June 2, 2002
Stock Option Plan - On May 18, 1999 and by amendment dated June 25, 1999, the Company established a stock option plan for employees, directors and consultants, reserving a total of 7,200,000 shares. Under the plan, the exercise price of each option equals the market price of the Company's stock on the last business day prior to the date of the grant. An option's maximum term is five years from the date of the grant. Options granted vest at various dates ranging from the date of grant to the end of the eighteenth month from the date of grant.
A summary of the change in the Company's stock options plan for the year ended June 30, 2000 is presented below.
Options | Weighted Average Exercise Price | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
![]() | ||||||||||||
Outstanding, beginning of year | $ | - | ||||||||||
Granted | 7,265,000 | 0.46 | ||||||||||
Exercised | (2,770,397 | ) | 0.41 | |||||||||
Cancelled or expired | (785,334 | ) | 0.63 | |||||||||
![]() | ||||||||||||
Outstanding, end of year | 3,709,269 | $ | 0.47 | |||||||||
![]() |
The following table summarizes the information about stock options outstanding and exercisable at June 30, 2000:
Options Outstanding | Options Exercisable | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
![]() | |||||||||||||
Exercise Price Per Share | Number Outstanding at June 30, 2000 | Expiry Date | Exercisable at June 30, 2000 | Weighted Average Exercise Price | |||||||||
![]() | |||||||||||||
$ | 0.50 | 1,738,735 | July 12,2004 | 1,063,734 | |||||||||
$ | 0.35 | 1,175,000 | July 30, 2004 | 450,000 | |||||||||
$ | 0.35 | 296,734 | November 8, 2000 | 116,734 | |||||||||
$ | 0.52 | 315,400 | December 21, 2004 | 114,500 | |||||||||
$ | 1.45 | 13,400 | January 26, 2005 | 3,400 | |||||||||
$ | 1.10 | 170,000 | June 8, 2005 | 33,333 | |||||||||
![]() | |||||||||||||
3,709,269 | 1,781,701 | $ | 0.47 | ||||||||||
![]() |
9. RELATED PARTY TRANSACTIONS
Accounts receivable includes amounts due from an officer and a director of the Company of $185,446, which was repaid after the year end (1999-nil).
The Company entered into the following related party transactions with individuals or companies that were controlled by directors or by officers of the Company.
a) | Legal fees of $199,721 (1999 - $48,472) were paid to a director of the Company; |
b) | Management fees of $162,465 were paid to an officer and director of the Company; |
c) | Consulting fees of $45,000 were paid to a director of the Company; |
d) | A business was acquired from a partnership, of which a partner was an officer of the Company, for consideration of $20,134; and |
e) | An automobile was purchased from a director and officer of the company for $20,400. |
10. WRITE OFF OF LICENSE COSTS
On March 10, 2000 the Company entered into 6 letters of intent with Global Communications, Inc. ("Global"). The letters of intent gave the Company the right to purchase the exclusive marketing rights of Global products and certain communication capabilities and information services for the licensed areas. In consideration for entering into the agreements the Company paid non-refundable fees aggregating US $150,000. Due to a dispute between Global and the Company, management has decided not to pursue the licensing agreement and the fees were written-off. The Company is evaluating its legal options in this matter.
11. INCOME TAXES
The company has non-capital losses for income tax purposes which may, subject to certain restrictions, be available to offset future taxable income or taxes payable. No benefit in respect of the future application of these losses has been recognized in the financial statements. The tax losses expire as follows:
2001 | $291,000 |
2002 | $775,000 |
2003 | $493,000 |
2005 | $290,000 |
2006 | $160,000 |
2007 | $3,115,000 |
The Company also has $19,765,101 in capital losses which are available to be applied against future capital gains without time limit.
12. COMMITMENTS
The Company is committed to minimum annual lease payments under various operating leases for certain office premises and equipment rentals.
Minimum annual lease payments for the fiscal years ending June 30 are as follows:
2001 | $635,136 |
2002 | 443,448 |
2003 | 56,776 |
2004 | 4,111 |
![]() | |
$1,139,471 | |
![]() |
13. NON-MONETARY EXCHANGES
During the year the Company acquired a restricted license to certain computer software source code and its underlying source code, for application in its marketing web services businesses. In exchange for the source code, the Company provided to the licensor certain of its custom data base information. The market value of the database and computer software source code was considered by the parties to be $1,458,900 and this amount is included in revenue and capital assets as the exchange amount of the transaction. In addition, the Company also provided various services in exchange for shares of certain companies in the amount of $769,725. This exchange is recorded at the fair market value of these services provided by the Company. Total non-monetary transactions amounted to $2,228,625 for the year ended June 30, 2000 (1999 - nil).
14. FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash equivalents, accounts receivable, loans receivable, investments, accounts payable and accrued expenses and obligations under capital lease.
It is management's opinion that the Company is not exposed to significant interest, currency or credits risks on its financial instruments.
The fair values of cash and cash equivalents, accounts receivable, loans receivable and accounts payable and accrued expenses approximate their carrying amounts due to their relative short terms of maturity.
The fair value of investments in private companies is not readily determinable because these investments are not publicly traded. The fair value of investments in public companies is provided in Note 5.
The fair value of obligations under capital leases approximate their carrying value because the rates used reflect current rates charged for similar leases.
15. SEGMENTED INFORMATION
The Company has identified three separate operating segments:
Web services - This segment provides high-end web development and advanced hosting services.
Investment and other - This segment includes business development services, hardware sales and corporate costs.
June 30, 2000 | Integrated Marketing |
Web Services |
Investment & Other |
Consolidated | ||||||||||
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Revenue | $ | 3,733,913 | $ | 1,823,954 | $ | 449,508 | $ | 6,007,375 | ||||||
Amortization of capital assets | 217,439 | 484,686 | - | 702,125 | ||||||||||
Segment profit (loss) | 843,294 | (937,838 | ) | (1,716,239 | ) | (1,810,783 | ) | |||||||
Significant non-cash items | 1,458,900 | 769,725 | - | 2,228,625 | ||||||||||
Capital asset additions | 477,999 | 1,065,492 | - | 1,543,491 | ||||||||||
Total assets | 4,681,211 | 2,670,465 | 1,808,524 | 9,160,200 | ||||||||||
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Geographic segments - The Company derives a majority of its business and revenue from its segments in Canada.
16. CONTINGENCIES
A claim has been filed against the Company and its directors for damages of an unspecified amount in the Supreme Court of British Columbia, Canada. The claim alleges that the Company and its directors did not meet certain contractual obligations with respect to a reorganization of the Company in June, 1999. Management is of the opinion that the claim is without merit and plans to defend the action.
Management has been notified of a possible claim to be filed against it by Tech-Web Graphics Ltd. ("Tech"). Tech alleges that services of $77,077 were not paid for Web design services. Management is of the opinion that the claim is without merit.
17. SUBSEQUENT EVENTS
Stock options - Subsequent to the year end 175,067 stock options were exercised for proceeds of $66,226, and 39,200 options were cancelled. On September 5, 2000 542,500 stock options were granted at a price of $0.70 per share.
On July 14, 2000, subject to shareholder and Canadian Venture Exchange approval, the Company established a second stock option plan for employees, directors and consultants. A total of 5,000,000 shares are to be reserved under the second stock option plan. The terms are the same as the 1999 plan, except that the second plan requires a four-month hold period from the date the options are granted. Canadian Venture Exchange approval was received on August 14, 2000.
Warrants -Subsequent to the year-end 250,000 warrants were exercised for an aggregate consideration of $100,000.
BOARD OF DIRECTORS
Theo Sanidas
Mike Donald
Marcus New
CORPORATE OFFICERS Bryan Kanarens John York Lance Morginn James L. Harris Registered Office |
CORPORATE OFFICE
WSi Interactive Corporation Investor Relations: Stock Exchange Listings Registrar and Transfer Agent: Auditors: Legal Counsel: |
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