Now let us take a closer look.
October 29, 1998 (INB) -- ZiaSun Technologies Inc. (NASDAQ OTC/BB: ZSUN), an Internet-oriented holding company, today announced its first two acquisitions, Momentum Internet Inc. and Momentum Asia Inc.
Right off the bat this is misleading. This was one of the all time strange mergers. Most would call it a reverse merger since Ziasun was nothing, just a shell left over from a failed beverage distribution business. In fact I believe even ZSUN's auditors said that the Momentums were the acquiring entities for accounting purposes.
Of course in most reverse mergers the shell owners only keep a small percentage of the new company but in ZSUN's case they kept most of it. Why? Well perhaps because they already owned all or part of what they were buying. I believe if you do some digging in the 10Sb's you'll find Eric Montadon's named tied to Momentum Asia, he might even have been the head of it. You'll also find his name listed I believe with Katori, and lo and behold Katori turned out to be one of the majority shareholders of ZSUN. So put out a few restricted shares of stock but keep loads of unrestricted shares to sell. Brilliant no?
Notice also that ZSUN describes itself as a internet oriented holding company. The truth was that ZSUN's only asset before this "acquisition" was it's right to a failed beverage system. It became an internet holding company when it "acquired" these businesses.
Momentum Internet Inc. (MII) is a diversified Internet services firm with offices in California, Hong Kong, the Philippines, and the British Virgin Islands
Hmmm. What office did they have in California? I don't remember seeing a lease agreement for it in the 10SB, but perhaps I am wrong. Maybe they were renting 6 square foot of rack space in whatever place had been hosting their porn sites? Hong Kong i'll give them. Phillippines? I thought that was all Momentum Asia and in fact you'll see that when ZSUN sold MII back to it's scummy owners that none of the Phillippine businesses were in the sale. Office in the British Virgin Islands? Puhhhleeeze. They had or have a drop box at a law firm. I'd certainly feel sorry for anyone that took time out of a vacation to see the office of their investment.
Momentum Internet Inc. has net audited assets of $900,000 (Dec. 31, 1997), and anticipates 1998 earnings of $334,000. Earnings for 1999 are expected to exceed $1,000,000.
Well we all know how those audited numbers have a way of shifting around now don't we, and of course those projections didn't quite get met now did they. Good ol Safe Harbor. Ditto the next paragraph about MAI.
More interesting facts from the past about the reverse merger that wasn't a reverse merger.
This PR dated Oct. 29, 1998 announces the acquisition of Momentum by Ziasun. According to the 10Sb it actually happened Oct. 5, 1998. The weird thing is that Momentum Internet registered the domain name ZSUN.com on June 15, 1998 and Ziasun on June 12, 1998. Even odder is the fact that ZSUN's symbol was not ZSUN at that time. It was BTSF or something like that, then it changed to ZNET, then it finally changed to ZSUN, yet Momentum knew all along what it would be and registered the domain name.
Of course they registered Cragun.com also on June 13, 1998.
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