You despise the truth? Anti-fraud squad here. But you did use the crosses in vain, so the exposure rate goes up:
(as promised)
Mr. Cragun's name is nowhere to be found under the "TRANSACTIONS" section. We do know from the documents herein that he was the President of the Company and we do know that two of the companies he controls are significant shareholders in ZSUN, so either he has them still or he has sold them. Which is it, Mr. OFfshore paid tout? THEREFORE, THE DOCUMENT AS FILED IS INCORRECT AND THE SEC SHALL BE ADVISED OF THIS LACK OF DISCLOSURE:
"Item 7. Certain Relationships and Related Transactions
----------------------------------------------
TRANSACTIONS WITH MANAGEMENT AND OTHERS
---------------------------------------
In August 1998 the Company's subsidiary, Momentum Asia, Inc. made a loan of
$70,000 to Vulcan Consultants Limited, a British Virgin Islands Corporation,
which loan was due and payable in one year, in cash or securities acceptable to
Momentum Asia, Inc. In December 1998, Vulcan Consultants delivered as full
payment of said loan, 65,000 restricted shares of the Company which Vulcan
Consultants received as the sole shareholder of Momentum Internet Incorporated,
through the acquisition by the Company of Momentum Internet Incorporated Mr.
Anthony L. Tobin, the President of the Company is the sole director of Vulcan
Consultants Limited and has sole voting power over the shares owned by Vulcan.
Commencing April 1, 1999, pursuant to an oral agreement between Momentum
Associates Limited, a Hong Kong registered company and wholly subsidiary of
Momentum Internet Incorporated, a wholly owned subsidiary of the Company,
Asia4sale.com Limited, a wholly-owned subsidiary of the Company subleases and
utilizes for its operations, part of the leased premises located at the 12th
Floor, First Pacific Bank Centre, 56 Gloucester Road, Wanchai, Hong Kong.
Asia4sale.com, Limited pays Momentum Associates Limited monthly rent of HK$5,000
(i.e. approximately US$685) per month, on an unlimited basis terminable by
either party upon one months prior notice.
45
On April 1, 1999, Momentum Internet Incorporated, a wholly-owned subsidiary
of the Company entered into a Consulting Agreement with Crossbow Consultants
Limited, a personal services corporation owned by the Company's President,
Anthony L. Tobin. Under the terms of this agreement, Crossbow will provide all
administrative, promotional and technical support, as required, for Momentum
Internet to carry on its Internet publishing and marketing operations, including
but not limited to the assistance in the Internet publishing and marketing of
Momentum Internet's products Swiftrade, Mfinance, PINmail, MediaHits, Search
Dragon and such others as developed by Momentum Internet from time to time.
Under the terms of this agreement Momentum Internet pays Crossbow a monthly fee
of US$10,000 per month. A copy of the Agreement with Crossbow Consultants
Limited is attached hereto and incorporated herein by this reference. See
Exhibit Index, Part III.
On January 19, 1998, Fountain Fresh International Inc., a Utah Corporation
("FFI"), (Since renamed to BEVEX Inc.) ceased operations due to financial
insolvency. New Age Publications, a Philippine Corporation ("NAP"), (Since
renamed to Momentum Asia, Inc. and BetterStuff AG, a Swiss Corporation ("BSAG"),
both had a significant vested interest in the success of FFI, and, therefore,
were particularly interested in preserving FFI and their beverage center
technology.
To that end, on May 13, 1998, BSAG and NAP entered into a joint venture
agreement known as "Beverage Center Joint Venture", (BCJV) to acquire a majority
ownership of the outstanding shares of FFI. Some 12,800,000 shares of BEVEX were
issued and outstanding that time.
Accordingly, on May 20, 1998, BCJV did acquired 20,000,000 newly issued
shares of FFI for $1,400,000.00, increasing the total shares issued and
outstanding to 32,264,000. Following the acquisition, BCJV beneficially owned
some 62% of the total FFI shares issued and outstanding
In accordance with the terms of the BCJV, the remaining money was used to
complete a creditor workout, wherein some $1,900,000 of overdue FFI trade debt
was settled for $520,000. In addition, an outstanding judgment against FFI for
$426,000 was settled for $280,000. The balance of the money has been, and is
being applied to redesign of the FFI beverage center, because after intensive
design critique by qualified engineers in both Europe and the USA, it was
determined the existing design had too many shortcomings to be successful in the
marketplace for which it was intended.
Following an intensive review of beverage mixing, proportioning and filling
technologies in Europe over the last several months, testing is now underway on
those certain technologies deemed most successful and applicable to self-fill
beverage centers of the type BEVEX Inc. believes will have the highest
probability of success in the targeted markets. Moreover, BEVEX has been
successful in obtaining German Government backed technology development funding
to continue the beverage center redesign and introduction to the marketplace.
Having fulfilled its purpose to preserve FFI, and BCJV was formally
terminated on June 13, 1999.
On March 25, 1999, Momentum Internet Incorporated, a wholly-owned
subsidiary of the Company entered into an agreement with Asia4sale.com, Ltd.,
also a wholly-owned subsidiary of the Company under which Momentum Internet
would provide promotional services to Asia4sale and its internet related barter
and auction site and service. In consideration for the services provided by
Momentum Internet, Asia4sale.com agrees to spilt equally with Asia4sale.com and
Momentum Internet all paid receipts, after deducting all fees paid by Asia4sale
to suppliers, shop franchisees and credit card transaction fees. Payments shall
be made at mutually agreed upon times subject to an account being taken after
receipt of annual audited financial statements for Asia4sale. A copy of the
Agreement between Momentum Internet and Asia4sale.com, Ltd., is attached hereto
and incorporated herein by this reference. See Exhibit Index, Part III.
46
Other than the transactions set forth above, there have been no material
transactions, series of similar transactions, currently proposed transactions,
or series of similar transactions, to which the Company or any of its
subsidiaries was or is to be a party, in which the amount involved exceeded
$60,000 and in which any director or executive officer, or any security holder
who is known to the Company to own of record or beneficially more than five
percent of the Company's common stock, or any member of the immediate family of
any of the foregoing persons, had a material interest.
There have been no further or additional preliminary contact or discussion
by any of the Company's officers, directors, promoters, their affiliates or
associates with any representatives of the owners of any business or company
regarding the possibility of any acquisitions or mergers transactions, and there
are no present plans, proposals, arrangements or understandings with any person
or company regarding the possibility of any additional acquisitions or merger
transaction.
TRANSACTIONS WITH PROMOTERS
---------------------------
There have been no material transactions, series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any promoter or founder, or any member of
the immediate family of any of the foregoing persons, had a material interest.
However, see the caption "Transactions with Management and Others" of this
Registration Statement Item 8. Description of Securities. |
