Damn! you are quick I was just gonna PM you that 10 page 8-K and say: "Hey lets see who this is." but Nooooooo, you already whooped me. So NCDR eh? Well perhaps Isaac aka Afreyam ak Blevowitz can help us there, LOL. SEC is gonna LOVE that.
ZIASUN TECHNOLOGIES INC. AMENDED FORM 8-K
<TEXT>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 27, 1999
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ZIASUN TECHNOLOGIES, INC.
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(Exact name of Registrant as specified in its charter)
Nevada
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(State or other jurisdiction of Incorporation or organization
000-27349 84-1376402
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(Commission File Number) (I.R.S. Employer Identification No.)
462 Stevens Avenue, Suite 106, Solana Beach, California 92075
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(Address of principal executive offices) (Zip Code)
(619) 350-4060
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On December 27, 1999, the Registrant entered into a Share Purchase
Agreement with Internet Ventures, Ltd., a Somoa registered company ("IVL"),
under which the Registrant would sell all shares and interest, in its
subsidiary, Asia4sale.com, Ltd., to IVL, in consideration of $5,000,000 cash and
300,000 shares of the common stock of IVL which would represent at the Closing
of said transaction thirty percent (30%) of the issued and outstanding common
stock of IVL.
The sale of Asia4Sale.com Ltd., to IVL was approved by the boards of
directors of the Registrant and completed and closed on December 30, 1999.
Item 7. Financial Statements, Pro Forma Financial Statements And Exhibits
(c) Exhibits.
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1 Share Purchase Agreement between the Registrant and IVL dated
December 27, 1999.
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the Undersigned, thereunto duly authorized.
ZiaSun Technologies, Inc.
(Registrant)
Dated: January 21, 2000 /S/ D. Scott Elder
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By: D. Scott Elder
Its: Chief Executive Officer
Dated: January 21, 2000 /S/ Allen D. Hardman
-----------------------------------
By: Allen D. Hardman
Its: Vice President
Page 2
<PAGE>
Exhibit 1
SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT (the "Agreement") is entered into and
effective as of December 31, 1999 by and between ZIASUN TECHNOLOGIES, INC., a
Nevada corporation ("ZSUN" or the "SHAREHOLDER"), ASIA4SALE.COM, LTD. a Hong
Kong registered company ("A4S") and INTERNET VENTURES, LTD., a Samoa registered
company ("IVL" or the "COMPANY").
1. RECITALS
This Agreement is entered into with reference to and in contemplation of
the following facts, circumstances and representations:
1. ZSUN is the owner of all of the issued and outstanding shares of A4S
(the "A4S Shares").
2. IVL desires to purchase from ZSUN all of the A4S Shares.
3. The parties desire that this transaction be undertaken in accordance
with the terms and conditions set forth herein.
4. A4S desires that this transaction be consummated.
2. TERMS AND CONDITIONS OF SHARE PURCHASE
2.1 Purchase Price of A4S Shares: IVL agrees to purchase the A4S Shares for
the following consideration:
1. Cash in the amount of FIVE MILLION DOLLARS ($5,000,000.00) U.S.
(the "Cash Payment"), payable to "CARMINE J. BUA, Client Trust
Account" no later than December 29, 1999, and
2. A total of 300,000 shares of common stock of IVL which will
represent at the Closing thirty percent (30%) of the issued and
outstanding common stock of IVL (the "IVL Shares").
Page 1 of 10
<PAGE>
2.2 Private Sale Acknowledgment: The parties acknowledge and agree that the
sale of A4S Shares and the IVL Shares is being undertaken as private sales
pursuant to Section 4(1) of the Securities Act of 1933, as amended, and are not
being transacted via a broker-dealer and/or in the public market place.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The COMPANY represents and warrants to the SHAREHOLDER and A4S as follows:
3.1 Organization: IVL is a Samoa Registered Company duly incorporated and
validly existing under the laws of a Samoa and is in good standing with respect
to all of its regulatory filings.
3.2 No Liabilities: IVL has no liabilities whatsoever and is in compliance
with all rules and regulations with respect to its legal standing and
obligations so that the acquisition of the A4S Shares as set forth herein will
be in full compliance and permissible under the applicable laws of Samoa.
3.3 Capitalization: The authorized capital of IVL consists of 1,000,000
common shares with a par value of $1.00 and with the exception of the IVL Shares
and its presently issued shares, which will represent seventy percent (70%) of
the issued and outstanding shares of IVL, no common shares will have been
validly authorized and issued by the COMPANY prior to the Closing of the
contemplated transaction.
3.4 Legal Compliance: To the best of its knowledge, IVL is not in breach of
any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which
IVL is subject, or which apply to it or any of its assets.
3.5 Adverse Financial Events: IVL has neither experienced nor is it aware
of any occurrence or event, which has had or might reasonably be expected to
have a material adverse effect on its financial condition.
3.6 Disputes, Claims and Investigations: There are no disputes, claims,
actions, suits, judgments, investigations or proceedings outstanding or pending
or to the knowledge of IVL threatened against or affecting IVL at law or in
Page 2 of 10
<PAGE>
equity or before or by any federal, state, municipal or other governmental
department, commission, board, bureau or agency.
3.7 Employee Liabilities: IVL has no known liability to former employees or
any liability to any governmental authorities with respect to current or former
employees.
3.8 No Conflicts or Agreement Violations: The execution, delivery and
performance of this Agreement will not conflict with or be in violation of the
articles or by-laws of IVL or of any agreement to which IVL is a party and will
not give any person or company a right to terminate or cancel any agreement or
right enjoyed by IVL and will not result in the creation or imposition of any
lien, encumbrance or restriction of any nature whatsoever in favor of a third
party upon or against the assets of IVL.
3.9 Validly Issued and Authorized Shares: That the IVL Shares will be
validly authorized and issued by the COMPANY, they will be fully paid and
non-assessable and they will be issued in full compliance with all federal and
state securities laws.
3.10 Corporate Authority: The officers or representatives of the COMPANY
executing this Agreement represent that they have been authorized to execute
this Agreement pursuant to a resolution of the Board of Directors of the
COMPANY.
4. REPRESENTATIONS OF SHAREHOLDER
The SHAREHOLDER and A4S collectively and individually hereby represent and
warrant to IVL as follows:
4.1 Share Ownership: That the SHAREHOLDER is the owner, beneficially and of
record, of the A4S Shares and said shares are free and clear of all liens,
encumbrances, claims, charges and restrictions.
4.2 Transferability of A4S Shares: That the SHAREHOLDER has full power to
transfer the A4S Shares to IVL without obtaining the consent or approval of any
other person or governmental authority.
4.3 Validly Issued and Authorized Shares: That the A4S Shares are validly
authorized and issued, fully paid, and non-assessable, and the A4S Shares have
been so issued in full compliance with all securities laws of Hong Kong.
Page 3 of 10
<PAGE>
4.4 Organization: A4S is a corporation duly incorporated and validly
existing under the laws of Hong Kong and is in good standing with respect to all
of its regulatory filings.
4.5 Capitalization: The authorized capital of A4S consists of 10,000 common
shares with a par value of $1.00 and of which 100 common shares are issued and
outstanding as fully paid and non-assessable shares. |
