The real ZiaSun Technologies, Inc. (the "Company") was organized under the laws of the State of Nevada on March 19, 1996, under the name "Carlisle Enterprises, yet it was an IPO 2 million shares exclusively at International Assets Management in 1997. fortunecity.com. Amazing, simply amazing. The folowing is from ziasuns SEC filed 10sb;
Item 1. Description of Business
(a) Business Development
ZiaSun Technologies, Inc. (the "Company") was organized under the laws of
the State of Nevada on March 19, 1996, under the name "Carlisle Enterprises,
Inc." The Company was incorporated for the purpose of executive search and
recruitment of employees for businesses. The Company was initially authorized to
issue a total of 50,000,000 shares of common stock having a par value of $0.001
per share. A copy of the Company's initial Articles of Incorporation are
attached hereto and incorporated herein by reference. See the Exhibit Index,
Part III.
All shares set forth in this registration statement have been restated to
reflect (i) the 1-for-2 reverse split of the issued and outstanding common stock
of the Company which became effect September 10, 1998, and (ii) the 2-for-1
forward stock split of the issued and outstanding common stock of the Company
which became effective May 14, 1999.
At the Company's inception, the Board of Directors authorized the issuance
of 50,000 "unregistered" and "restricted" (post split adjusted) shares of its
common stock at a price of $0.10 per share to Jennifer C. McMinn, a former
executive officer of the Company.
Following the Company's incorporation, the Company, pursuant to an
exemption provided by Rule 504 of Regulation D and Section 4(6) of the
Securities Act of 1933 (the "1933 Act"), offered and sold an aggregate total of
750,000 (post split adjusted) shares of its common stock to approximately 50
non-U.S. investors at a price of $0.10 per share. The offering was completed
with the Company receiving aggregate proceeds of $75,000 before payment of
legal, accounting and printing expenses. On April 9, 1996, the Company's common
stock became quoted on the OTC Bulletin Board under the trading symbol "CLEP."
Following completion of this offering, the Company initially evaluated acquiring
exclusive North American distribution rights for beverage centers and other
products of Fountain Fresh International ("FFI"), a Utah corporation.
On January 6, 1997 the Company sold 5,000,000 (post split adjusted)
restricted shares of its common stock pursuant to Regulation S of the 1933 Act
to several non-U.S. foreign corporations, at a price of $0.10 per share, for
total cash consideration to the Company of $500,000.
On February 3, 1997, the Company sold 10,000,000 (post split adjusted)
restricted shares of its common stock pursuant to the exemption from
registration provided by Regulation S and Section 4(2) of the 1933 Act, to
several non-U.S. foreign corporations, at a price of $0.10 per share, for total
cash consideration to the Company of $1,000,000.
On April 17, 1997, the Company acquired all right, title and interest of
Katori Consultants, Ltd. ("Katori"), of that certain License Agreement between
Katori and FFI. Under the terms of that License Agreement, the Company, as the
Licensee acquired the exclusive USA distribution rights for the beverage centers
and other products of FFI. In exchange for these distribution rights, the
Company agreed to pay a total of $5,000,000 in annual payments through the year
2016, with a $15,000 royalty fee for the first year and a $30,000 royalty fee
for the second year. Copies of that License Agreement and Assignment of License
Agreement are attached hereto and incorporated herein by reference. See the
Exhibit Index, Part III.
2
On April 29, 1997 the Board of Directors, in accordance with Section
78.315(2) of the Nevada Revised Statutes, authorized a company name change to
BestWay, USA. A copy of the Certificate of Amendment of the Articles of
Incorporation changing the name of the Company is attached hereto and
incorporated herein by reference. See the Exhibit Index, Part III.
During July 1997, the Company authorized the private placement of 1,000,000
(post split adjusted) shares of the Company's common stock at a price of $2.50
per share. The Company sold a total of 129,994 (post split adjusted) shares and
received $324,984 in cash from this private placement.
On September 2, 1997, the Company qualified to do business in the State of
Utah as a foreign corporation. On October 31, 1997, the Company qualified to do
business in the State of California as a foreign corporation. On September 4,
1998, following written consent of the Company's stockholders and in accordance
with Section 78.320(2) of the Nevada Revised Statutes, the Articles of
Incorporation were amended to: (a) authorize a 1-for-2 reverse split of issued
and outstanding common stock of the Company, and (b) change the name of the
Company to its current name "ZiaSun Technologies, Inc." The reverse split and
name change became effective upon the filing of the Certificate of Amendment of
the Articles of Incorporation with the Secretary of State of Nevada on September
10, 1998. A copy of the Certificate of Amendment of the Articles of
Incorporation effecting the reverse stock split and name change are attached
hereto and incorporated herein by this reference. See the Exhibit Index, Part
III.
During 1998, the Company identified numerous design problems with the
beverage centers manufactured by FFI which would require major redesign before
those beverage centers could be successfully reintroduced into the marketplace.
Accordingly, on October 1, 1998, the Company wrote down the License Agreement
between FFI and the Company from $3,296,234 to its then estimated value of
$50,000, and effectuated a spin-off of the License Agreement to a newly formed,
wholly-owned subsidiary of the Company named BestWay Beverages, Inc.
('BestWay"), a Nevada Corporation. Currently BestWay is inactive, pending the
completion of design modifications and successful testing of the new beverage
center now being developed by BEVEX (FFI was renamed BEVEX Inc. in August 1998).
During the last quarter of 1998 and first half of 1999, the Company
undertook several acquisitions and/or mergers to diversify and enter some
technology-based arenas.
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