TheTruthseeker.com Announces Investment Opinion on Ziasun Technologies
NEWTON, N.J.--(BUSINESS WIRE)--Jan, 1, 2000--
TheTruthseeker.com Initiates Investment Opinion on Ziasun
Technologies (OTC:ZSUN) strong sell recommendation
The Origins of Ziasun Technologies, The Case of the Mystery IPO. Ziasun (OTCBB: ZSUN) is, in the opinion of The Truthseeker.com, one of a group of related "companies" run out of an office in Solana Beach, California.
First, a brief history of Ziasun. Ziasun was originally incorporated in the state of Nevada on March 19, 1996 as Carlisle Enterprises and according to forms ZSUN has filed with the SEC, it's line of business was "executive search and recruitment of employees for businesses." It began trading on the OTCBB exchange as CLEP on April 9, 1996. According again, to documents ZSUN has filed with the SEC, it next changed it's name to Best Way USA on either 4/29/97 or 4/17/97 depending on whether you believe ZSUN or it's auditor. The stock symbol also changed from CLEP to BTTF to reflect it's transformation into "a holding company which owns the franchise for all Betterstuff products and distribution systems." On September 10, 1998 the company's name was changed AGAIN from Best Way USA to Ziasun. This to reflect it's change to "a dynamic and diversified Internet holding company which harnesses a global array of Internet products, services and technologies to create new opportunities for itself and its shareholders. Just to make sure no one confused this dynamic and diversified company with the all but broke, dead end beverage distributor it had been just a few days before, on September 15 it's stock symbol changed from BTTF to ZTEC. Finally a month later on October 15, 1998, apparently happy with it's new name but not it's ticker symbol, Ziasun made one more change and began trading as ZSUN instead of ZTEC.
With that background in place The Truthseeker would like to bring to your attention an interesting document used to solicit investors for an IPO of Best Way stock in 1997 This document is available for viewing at fortunecity.com , so that readers can verify the Truthseeker's research.
How could this have been an IPO, if the companies shares had already been trading? The answer is that it could not have been. This transaction was not an IPO, as claimed. Carlisle/Bestway/Ziasun used an old penny stock trick, the name and ticker change.
Most small investors, the typical target of penny stock schemes, do not have the resources, the knowledge, or, often, the time and ability, to research the true origins of the heavily promoted companies that make up the seedy, loosely regulated, underworld of Wall Street. Many of these investors could not have known that this was not a real IPO, and the offering document does not mention the company's previous name. Furthermore, the offering document shows no audited financials, just projections. This is another warning sign.
Why is this history relevant to ZSUN and it's stockholders now? Because ZSUN, in its filing of the REQUIRED SEC Form 10 (now in it's 3rd revision and still not approved by the SEC), has been forced to reveal some of the truths behind the stock offerings in 1997.
From ZSUN's filing we get the following information:
Transaction No. 1: On January 6, 1997, the Company sold 10,000,000 (post-split adjusted) restricted shares of its common stock pursuant to Regulation S of the Securities Act of the 1933 Act to non-U.S. foreign corporations, at a price of $0.10 per share, for total cash consideration to the Company of $500,000. This transaction is deemed exempt from registration pursuant to the provisions of Regulation S adopted by the Securities and Exchange Commission. No underwriters were used and each certificate contained a restrictive legend. To the best of the Company's knowledge non of the foreign corporations are five percent beneficial owners of the Company's shares.
Transaction No. 2: On February 3, 1997, the Company sold 20,000,000 (post-split adjusted) "unregistered" and "restricted" shares of its common stock 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. No underwriters were used. The securities were sold pursuant to an exemption from registration provided under Regulation S and Section 4(2) of the Securities Act of 1933. The purchasers of above referenced shares were non-U.S. purchasers, were accredited investors who had full access to information on the Company necessary for it to make and informed investment decision. The certificate representing the shares contained a restricted legend. To the best of the Company's knowledge none of the foreign corporations are five percent beneficial owners of the Company's shares.
Transaction No. 3: In July 1997 the Company authorized the private placement of 2,000,000 (post-split adjusted) shares of the Company's common stock at a price of $2.50 per share. The Company sold a total of 259,988 (post-split adjusted) shares and received $324,984 in cash from this private placement. No underwriters were used. The securities were sold to non-U.S purchasers, pursuant to an exemption from registration provided by Regulation S and Section 4(2) of the Securities Act of 1933. Each of the purchasers of above referenced shares non-U.S. residents, were accredited investors and had and possession information on the Company necessary for them to make an informed investment decision. The certificate representing the shares contained a restricted legend.
Which of these is the Mystery IPO, as evidenced by the offering document? The first two transactions occurred while the company was still called Carlisle Enterprises. Only the third occurred while under the name Best Way.
Where to start on this third transaction. (or 'crimtraction" as some might call it).
First of all, the language from the Form 10 states that the offering undertaken in July 1997 was a private placement of restricted stock, but, as can be plainly seen by viewing the "IPO Document" obtained by The Truthseeker, it was pitched as an IPO of Bestway stock. That certainly seems to be an outright lie.
Secondly, the investors targeted by the "bucket shop" type investment firms that represented these private placement shares as "IPO" shares could not be considered accredited. An accredited investor is one that has a net worth of at least $1,000,000 and experience in the stock market. (you might want to check on this definition of accredited) One must be an accredited investor to take place in a private placement. (this is right isn't it?)
Thirdly, Ziasun states that the investors in the private placement "had and possession information on the Company necessary for them to make an informed investment decision." This also would seem to be an outright lie. In 1997, Bestway/ZSUN had not filed ANY DOCUMENTS with the SEC. There was ZERO available public information on the company. Furthermore, there were no AUDITED FINANCIALS. How can Ziasun claim that investors got the necessary information when there were no audited financials.
Fourthly, the company claims to have offered stock at $2.50 per share, yet the company received only $1.24 per share ($324,984/259,988 shares sold). Where did the other $1.26 per share go?
Fifthly, the company states that no underwriters were used. So what does that make PT Dolok Permai? International Assett Management? Oxford International Assets? What were their roles if not as underwriters?
All these inconsistencies or apparent total lies come from the close inspection of ONE paragraph from Ziasuns Form 10. There is oh so much more.
Disclosure. The Truthseeker has been sued by both Ziasun and Bryant Cragun. Cragun in the suit, describes himself as having served in the capacity of an investment advisor and fund raiser for the following five publicly traded companies Ziasun Technologies, Inc.(OTCBB:ZSUN), Chequemate International Inc.(AMEX:DDD), Titan Motorcycle of America, Inc.(AMEX:TMOT), Dynatec International, Inc.(OTCBB:DYTC), Loraca International, Inc.(OTCBB:LCAI) and Bevex, Inc. (Is it even listed, what's it's symbol. Better double check those other ticker symbols, I was winging that) Of course he was also a past President of Ziasun according to SEC filings as well as the President of Oxford International Management, fortunecity.com one of the companies involved in selling Ziasun stock. In fact less than two weeks ago the founder of Ziasun nee Carlisle Enterprises, Jennifer C. McMinn filed an affidavit stating that "I am also the daughter of one of the officers of the company (ZSUN) Bryant Cragun." His being an officer seems unlikely since it has not been disclosed in any SEC filings, but considering the source and that she is also a current employee of ZSUN it must be true.
In fact to be completely fair, the current CEO of Ziasun was mentioned in the WSJ Dow Jones Interactive in regard to this suit.
"The main reason ZiaSun sued Mr. Schneider was because officials were so angry by his repeated and obnoxious messages, according to the company's CEO, Mr. Elder." Perhaps the items discussed here constitute some of the reason they wish to silence The Truthseeker.
Any news other news outlet (Barrons, Business Week, Bloomberg, Forbes, MSNBC, Wall Street Journal, etc) that would like further info. feel free to contact The Truthseeker at thetruthseeker.com
Buyer Beware!!
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