WSI INTERACTIVE CORP
8-K, 2000-03-23
MOTOR VEHICLE PARTS & ACCESSORIES
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K
                                 CURRENT REPORT


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



Date of Report (Date of earliest event reported)                  March 22, 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 7
<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 22, 2000.

                  Exhibit 99.2      WSi INTERACTIVE CORPORATION. Material Change
                                    Report dated March 22, 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 22, 2000.


                                              WSi INTERACTIVE CORPORATION



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


                                                                     Page 2 of 7
<PAGE>   3

                                 EXHIBIT INDEX


                                                                   Sequential
Number          Exhibit                                            Page Number

Exhibit 99.1    WSi INTERACTIVE CORPORATION                             4
                Press Release dated March 22, 2000

Exhibit 99.2    WSi INTERACTIVE CORPORATION.                            6
                Material Change Report dated March 22, 2000.








                                                                     Page 3 of 7


<PAGE>   1
WSi INTERACTIVE CORPORATION                 Symbols: CDNX - WIZ    OTC - WIZZF

                                  NEWS RELEASE

March 22, 2000

WSi INTERACTIVE CORPORATION TAKES A 25% INTEREST IN FLASHCANDY.COM

WSi Interactive Corporation is pleased to announce that it has taken a 25 per
cent interest in Flashcandy.com (www.flashcandy.com). Flashcandy.com is an
on-line greetings card company with rich media and unique sound-animated cards
suitable for all occasions. The site will have appeal across all demographic
segments. Similar online greeting card companies are: Bluemountain.com, which
sold last year to Excite @Home (Nasdaq:ATHM) for a value of $780 million US, and
Egreetings Network (Nasdaq:EGRT).

Under the agreement WSi will be taking an active role in the creative
development and management of the site. Flashcandy.com cards are all original
and are being developed by creative teams which includes individuals who have
worked previously on Disney animation projects. Petra Dueck, WSi's creative
director for the project says, "The creative development and execution going
into Flashcandy.com is superior to anything else that is currently on the
Internet".

Flashcandy.com, with its head office in Las Vegas, Nevada, will allow WSi to
further lever the investments it has made in proprietary software and broadband,
convergence technologies to stream the cards to recipients.

Taking a position in Flashcandy.com is another strategic step for WSi as it
rapidly moves forward with its plan of increasing assets and revenues through
the development and acquisition of successful Internet businesses.

THE BUSINESS OF WSi

WSi INTERACTIVE CORPORATION is an innovative Internet 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-tailing 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, using our
experience in helping 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 and e-advertising, plus financial information and entertainment.

WSi properties include Medianetsolutions.com, Targetpacks.com,
Westernshores.com, Stocksecrets.com, Yourwinestore.com, Healthcreator.com,
Investmentworldnews.com and several others.
<PAGE>   2
To receive information on WSi by e-mail or fax, please forward your Internet
 address / fax # to [email protected] / fax: 1-877-499-5806.

To fax your request please complete the following

NAME:
                  ----------------------------------------------
COMPANY:
                  ----------------------------------------------
E-mail address:
                  ----------------------------------------------
PHONE#:
                  ----------------------------------------------
FAX#:
                  ----------------------------------------------
Send by:          E-mail or fax:   yes / no.     Or: e-mail only:    yes / no

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

Websites:  www.ws-i.com
           www.flashcandy.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 nor accepted any responsibility
for the adequacy or accuracy of the contents of this release.



<PAGE>   1



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


                                     FORM 27

                                 Securities Act


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


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

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

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

Item 1.           Reporting Issuer

                  WSI Interactive Corp.

Item 2.           Date of Material Change

                  March 22, 2000

Item 3.           Press Release

                  The press release was issued on March 22, 2000 and
                  disseminated through Canada News Wire and BC Emergis.

Item 4.           Summary of Material Change

                  WSi Interactive Corporation is pleased to announce that it has
                  taken a 25 per cent interest in Flashcandy.com

Item 5.           Full Description of Material Change

                  WSi Interactive Corporation is pleased to announce that it has
                  taken a 25 per cent interest in Flashcandy.com
                  (www.flashcandy.com). Flashcandy.com is an on-line greetings
                  card company with rich media and unique sound-animated cards
                  suitable
<PAGE>   2
                  for all occasions. The site will have appeal across all
                  demographic segments. Similar online greeting card companies
                  are: Bluemountain.com, which sold last year to Excite @Home
                  (Nasdaq:ATHM) for a value of $780 million US, and Egreetings
                  Network (Nasdaq:EGRT).

                  Under the agreement WSi will be taking an active role in the
                  creative development and management of the site.
                  Flashcandy.com cards are all original and are being developed
                  by creative teams which includes individuals who have worked
                  previously on Disney animation projects. Petra Dueck, WSi's
                  creative director for the project says, "The creative
                  development and execution going into Flashcandy.com is
                  superior to anything else that is currently on the Internet".

                  Flashcandy.com, with its head office in Las Vegas, Nevada,
                  will allow WSi to further lever the investments it has made in
                  proprietary software and broadband, convergence technologies
                  to stream the cards to recipients.

                  Taking a position in Flashcandy.com is another strategic step
                  for WSi as it rapidly moves forward with its plan of
                  increasing assets and revenues through the development and
                  acquisition of successful Internet businesses.

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 22nd day of March, 2000 at Vancouver, BC
                                                           WSI Interactive Corp.


                                                         By: "James L. Harris"
                                                            -------------------
                                                             James L. Harris

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


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