ZIASUN TECHNOLOGIES INC
8-K, 2000-10-18
BUSINESS SERVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  October 10, 2000
                                                   ------------------


                            ZIASUN TECHNOLOGIES, INC.
             -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                                     Nevada
           -----------------------------------------------------------
          (State or other jurisdiction of Incorporation or organization


       000-27349                                        84-1376402
 ------------------------                   ------------------------------------
 (Commission File Number)                   (I.R.S. Employer Identification No.)


462 Stevens Avenue, Suite 106, Solana Beach, California                 92075
-------------------------------------------------------              -----------
(Address of principal executive offices)                              (Zip Code)

                                 (858) 350-4060
              ---------------------------------------------------
              (Registrant's telephone number, including area code)


                                       N/A
           ----------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>
Item 2.  Acquisition or Disposition of Assets.

     Acquisition of Memory Improvement Systems, Inc.
     ----------------------------------------------

     On  October  16,  2000,  ZiaSun   Technologies,   Inc.   ("ZiaSun"  or  the
"Registrant")  acquired Memory  Improvement  Systems,  Inc., a Utah  corporation
("MIS")  pursuant  to  the  terms  of  an  Acquisition  Agreement  and  Plan  of
Reorganization  (the  "Acquisition  Agreement")  entered  into by the parties on
October 10, 2000.

     A copy of the  Acquisition  Agreement is attached  hereto and  incorporated
herein by this reference.

     Pursuant to the Acquisition Agreement ZiaSun acquired all of the issued and
outstanding shares of MIS and MIS became a wholly owned subsidiary of ZiaSun. At
the closing of the acquisition  all of the issued and outstanding  shares of MIS
were  delivered  to ZiaSun  in  exchange  for Four  Hundred  Thousand  (400,000)
previously  authorized but unissued  unregistered  and restricted  shares of the
Common Stock, $0.001 par value per share of ZiaSun (the "ZiaSun Shares").

     The ZiaSun  Shares are subject to  "piggyback  registration  rights"  under
which  ZiaSun has  agreed,  that if ZiaSun  determined  to  register  any of its
securities, for its own account or the account of any of its shareholders, other
than a registration  on S-8 relating solely to employee stock option or purchase
plans,  or a  registration  on Form  S-4  relating  solely  to an SEC  Rule  145
transaction,  ZiaSun would include in such registration the shares issued to the
MIS  shareholders,   subject  to  certain   limitations  as  set  forth  in  the
Registration  Rights Agreement.  A copy of the Registration  Rights Agreement is
attached as Exhibit 1.5, to the Acquisition Agreement.

     MIS which is located  in Provo,  Utah,  was  retained  by Online  Investors
Advantage,  Inc. ("OIA"), a wholly-owned  subsidiary of ZiaSun, to (i) develop a
preview  seminar  sales  presentation,  (ii) provide the key personnel to be the
preview seminar sales presenters, and (iii) recruit and train additional preview
seminar sales  presenters.  For these  services OIA agreed to pay a 2% over ride
commission on all sales of the preview seminar sales team. In acquiring MIS, OIA
is eliminating  the ongoing 2% override  which is  anticipated  will result in a
savings of several million dollars, within a few years.

Item 7. Financial Statements, Pro Forma Financial Statements And Exhibits

     (b)  Pro Forma Financial Information.
          -------------------------------

          The Pro Forma  Consolidated  Financial  Statements taking into account
          the  acquisition  are not being  filed  with this  Report but shall be
          filed pursuant to an amendment to this Report within sixty (60) days.

     (c)  Exhibits.
          --------

          2.6  Acquisition  Agreement and Plan of Reorganization  between ZiaSun
               Technologies,  Inc. and the  shareholders  of Memory  Improvement
               Systems, Inc., dated September 26, 2000

                                   SIGNATURES
                                   ----------

     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: October 17, 2000                      /S/ Allen D. Hardman
                                             -----------------------------------
                                             By:  Allen D. Hardman
                                             Its: President and CEO



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