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)
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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
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By: Allen D. Hardman
Its: Vice President
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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").
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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
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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.
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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.
4.6 Legal Compliance: A4S is not in breach of any laws, ordinances,
statutes, regulations, by-laws, orders or decrees to which A4S is subject or
which apply to it or any of its assets.
4.7 Adverse Financial Events: A4S 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.
4.8 Disputes, Claims and Investigations: There are no disputes, claims,
actions, suits, judgments, investigations or proceedings outstanding or pending
or to the knowledge of A4S threatened against or affecting A4S at law or in
equity or before or by any federal, municipal or other governmental department,
commission, board, bureau or agency.
4.9 Employee Liabilities: A4S has no liability to former employees or any
liability to any government authorities with respect to current or former
employees.
4.10 No Conflicts or Agreement Violations: The execution, delivery and
performance of this Agreement will not conflict with or be in violation of the
Articles of Incorporation of A4S or of any agreement to which A4S is a party and
will not give any person or company a right to terminate or cancel any agreement
or right enjoyed by A4S 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 A4S.
4.11 No Liens: A4S has not received a notice of any assignment, lien,
encumbrance, claim or charge against the A4S Shares.
4.12 Corporate Authority: The officers or representatives of A4S executing
this Agreement represent that they have been authorized to execute this
Agreement pursuant to a resolution of the Boards of Directors of A4S.
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5. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER ALONE
The SHAREHOLDER alone further represents and warrants to IVL as follows
with respect to the IVL Shares:
5.1 Financially Responsible: That it is financially responsible, able to
meet its obligations and acknowledges that this investment will be speculative.
5.2 Investment Experience: That it has had experience in the business of
investments in one or more of the following: (i) investment experience with
securities such as stocks and bonds; (ii) ownership of interests in
partnerships, new ventures and startup companies; (iii) experience in business
and financial dealings; and that it can protect its own interests in an
investment of this nature and it does not have an "Investor Representative", as
that term is defined in Regulation D of the Securities Act of 1933 and does not
need such an Investor Representative.
5.3 Investment Risk: That it is capable of bearing the high degree of
economic risks and burdens of this investment, including but not limited to the
possibility of complete loss of all its investment capital and the lack of a
liquid market, such that it may not be able to liquidate readily the investment
whenever desired or at the then current asking price.
5.4 Access to Information: That it has had access to the information
regarding the financial condition of the COMPANY and it was able to request
copies of such information, ask questions of and receive answers from the
COMPANY regarding such information and any other information it desires
concerning the IVL Shares, and all such questions have been answered to its full
satisfaction.
5.5 Private Transaction: That at no time was it presented with or solicited
by any leaflet, public promotional meeting, circular, newspaper or magazine
article, radio or television advertisement or any other form of general
advertising.
5.6 Investment Intent: That the IVL Shares are not being purchased with a
view to or for the resale or distribution thereof and it has no present plans to
enter into any contract, undertaking, agreement or arrangement for such resale
or distribution.
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5.7 Due Diligence: That the SHAREHOLDER shall have completed a due
diligence review of the affairs of IVL and it is satisfied with
the results of that review.
6. CLOSING, ESCROW HOLDER AND CONDITIONS TO CLOSING
6.1 Exchange Closing: The closing of the share exchange as contemplated by
this Agreement (the "Closing") shall take place in San Diego, California, at
such time and place as may be agreed among by the parties, but in no event later
than December 31, 1999, unless otherwise extended in writing by the parties.
6.2 Appointment of Escrow Holder: The parties hereby appoint CARMINE J.
BUA, III, ESQ. of San Diego, California as the Escrow Holder pursuant to this
Agreement.
6.3 Opinion of Counsel for IVL: The SHAREHOLDER and A4S shall have received
an opinion from the legal counsel for IVL, in form and substance reasonably
satisfactory to the SHAREHOLDER and A4S, to the effect that:
1. IVL is a registered company organized and legally existing under
the laws of Samoa and is in good standing with respect to all of
its regulatory filings, and
2. This Agreement, when duly executed and delivered by IVL,
constitutes a legal, valid and binding obligation of IVL
enforceable against it in accordance with its terms, and
3. The IVL Shares delivered pursuant to the Agreement have been
validly issued are fully paid and non-assessable, and
4. The IVL Shares have been legally and validly issued and are in
compliance with the Samoa securities laws.
6.4 Opinion of Counsel for SHAREHOLDER and A4S: IVL shall have received an
opinion from the legal counsel for the SHAREHOLDER and A4S, in form and
substance reasonably satisfactory to IVL, to the effect that:
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1. A4S is a registered company duly organized and legally existing
under the laws of Hong Kong and is in good standing with respect
to all of its regulatory filings, and
2. The A4S Shares delivered pursuant to this Agreement have been
validly issued, fully paid, non-assessable, and have been
originally issued in full compliance with all Hong Kong
securities laws.
The SHAREHOLDER has the full power to transfer the A4S Shares to IVL
without obtaining the consent or approval of any other person or
governmental agency.
The A4S Shares represent all of the issued and outstanding shares of
A4S.
6.5 Escrow Conditions and Closing: Prior to the Closing, the following will
be required:
Delivery of Cash Payment: IVL shall deliver the Cash Payment via a
cashier's check or via wire transfer payable to "CARMINE J. BUA,
Client Trust Account".
2. Delivery of A4S Shares: The SHAREHOLDER shall deliver to the
Escrow Holder the certificate or certificates representing the
100 A4S Shares registered in the name of A4S, duly endorsed for
transfer accompanied by a duly executed assignment of the A4S
Shares to IVL.
3. Delivery of IVL Shares: IVL shall deliver to the Escrow Holder
the 300,000 IVL Shares registered in the name of the SHAREHOLDER.
4. Certification of Status of IVL Shares: IVL shall deliver to the
Escrow Holder sufficient certified documentation that the IVL
Shares represent thirty percent (30%) of the issued and
outstanding shares of IVL.
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5. Certification of Status of A4S Shares: A4S and the SHAREHOLDER
shall deliver to the Escrow Holder sufficient certified
documentation that the A4S Shares represent all of the issued and
outstanding shares of A4S.
6. Legal Opinion and Documents: All parties shall deliver to the
Escrow Holder such legal opinions and other documents as are
required by the terms and conditions of the Agreement.
7. Requisite Corporate Resolutions: Each party shall deliver to the
Escrow Holder certified copies of resolutions from their
respective Boards of Directors authorizing the subject
transaction.
8. Satisfactory Completion of Due Diligence: Each party shall
deliver to the Escrow Holder written notice that it has completed
its due diligence investigation and is satisfied with the results
of such investigation.
6.6 Close of Transaction: The subject transaction shall "close" upon the
satisfaction of the above conditions.
6.7 Notices: All notices given pursuant to this Agreement must be in
writing and may be given by (1) personal delivery, or (2) registered or
certified mail, return receipt requested, or (3) via facsimile transmission to
the Escrow Holder and the parties as set forth below. Any party hereto may by
notice so given change its address for any future notices:
ESCROW CARMINE J. BUA, III, ESQ.
HOLDER: 3838 Camino Del Rio North
------- Suite 333
San Diego, CA 92108
Phone: (619) 280-8000
Fax: (619) 280-8001
ZSUN: D. SCOTT ELDER
---- 462 Stevens Avenue
Suite 106
Solana Beach, CA 92075
Phone: (858) 350-4060
Fax: (858) 350-4066
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IVL: Martin Tissot
--- 80 Raffles Place
#16-20 UOP Plaza 2
Singapore 048624
Phone: 011-63-45-3733
Fax: 011-63-45-599-3670
7. COOPERATION, ARBITRATION, INTERPRETATION, MODIFICATION AND ATTORNEY FEES
7.1 Cooperation of Parties: The parties further agree that they will do all
things necessary to accomplish and facilitate the purpose of this Agreement and
that they will sign and execute any and all documents necessary to bring about
and perfect the purposes of this Agreement.
7.2 Arbitration: The parties hereby submit all controversies, claims and
matters of difference arising out of this Agreement to arbitration in San Diego,
California according to the rules and practices of the American Arbitration
Association from time to time in force. This submission and agreement to
arbitrate shall be specifically enforceable. The Agreement shall further be
governed by the laws of the State of Nevada.
7.3 Interpretation of Agreement: The parties agree that should any
provision of this Agreement be found to be ambiguous in any way, such ambiguity
shall not be resolved by construing such provisions or any part of or the entire
Agreement in favor of or against any party herein, but rather by construing the
terms of this Agreement fairly and reasonably in accordance with their generally
accepted meaning.
7.4 Modification of Agreement: This Agreement may be amended or modified in
any way at any time by an instrument in writing stating the manner in which it
is amended or modified and signed by each of the parties hereto. Any such
writing amending or modifying this Agreement shall be attached to and kept with
this Agreement.
7.5 Attorney Fees: If any legal action or any arbitration or other
proceeding is brought for the enforcement of this Agreement, or because of an
alleged dispute, breach, default or misrepresentation in connection with any of
the provisions of the Agreement, the successful or prevailing party shall be
entitled to recover reasonable attorneys' fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it may be
entitled.
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7.6 Entire Agreement: This Agreement constitutes the entire Agreement and
understanding of the parties hereto with respect to the matters herein set
forth, and all prior negotiations, writings and understandings relating to the
subject matter of this Agreement are merged herein and are superseded and
canceled by this Agreement.
7.7 Counterparts: This Agreement may be signed in one or more counterparts.
7.8 Facsimile Transmission Signatures: A signature received pursuant to a
facsimile transmission shall be sufficient to bind a party to this Agreement.
SHAREHOLDER
ZIASUN TECHNOLOGIES, INC.
DATED: December 27, 1999 /S/ D.Scott Elder
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By: D. SCOTT ELDER
Chief Executive Officer
ASIA 4SALE
DATED: December 28,1999 /S/ Brian Hodson
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By: BRIAN HODGSON
Managing Director
INTERNET VENTURES, INC.
DATED: December 28, 1999 /S/ Martin Tissott
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By: MARTIN TISSOTT
Managing Director
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