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