ZIASUN TECHNOLOGIES INC
10SB12G/A, 2000-05-11
BUSINESS SERVICES, NEC
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 FORM 10-SB/A-6


                   GENERAL FORM FOR REGISTRATION OF SECURITIES
                  OF SMALL BUSINESS ISSUER UNDER SECTION 12(b)
                  OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934



                            ZIASUN TECHNOLOGIES, INC.
                  --------------------------------------------
                  Name of Small Business Issuer in Its Charter


          NEVADA                                               84-1376402
- ----------------------------------                          --------------------
(State or other Jurisdiction of                             (IRS Employer
 of Incorporation or Organization)                          Identification No.)


                                    000-27349
                                ----------------
                                  SEC File No.


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

Registrant's Telephone Number, Including Area Code:         (858) 350-4060
                                                            --------------------

Securities to be registered pursuant to Section 12(b) of the Act:

                                      NONE

Securities to be registered pursuant to Section 12(g) of the Act:

                    Common Stock, $0.001 Par Value Per Share
                    ----------------------------------------
                                 Title of Class

<PAGE>
                                     PART I.

Item 1. Description of Business

     (a) Business Development

     ZiaSun  Technologies,  Inc. (the "Company") was organized under the laws of
the State of Nevada on March 19,  1996,  under the name  "Carlisle  Enterprises,
Inc." The  Company was  incorporated  for the  purpose of  executive  search and
recruitment of employees for businesses. The Company was initially authorized to
issue a total of 50,000,000  shares of common stock having a par value of $0.001
per  share.  A copy of the  Company's  initial  Articles  of  Incorporation  are
attached  hereto and  incorporated  herein by reference.  See the Exhibit Index,
Part III.

     All shares set forth in this  registration  statement have been restated to
reflect (i) the 1-for-2 reverse split of the issued and outstanding common stock
of the Company  which became  effect  September  10, 1998,  and (ii) the 2-for-1
forward  stock split of the issued and  outstanding  common stock of the Company
which became effective May 14, 1999.

     At the Company's inception,  the Board of Directors authorized the issuance
of 50,000  "unregistered"  and "restricted"  (post split adjusted) shares of its
common  stock at a price of $0.10  per share to  Jennifer  C.  McMinn,  a former
executive officer of the Company.

     Following  the  Company's  incorporation,   the  Company,  pursuant  to  an
exemption  provided  by  Rule  504  of  Regulation  D and  Section  4(6)  of the
Securities Act of 1933 (the "1933 Act"),  offered and sold an aggregate total of
750,000 (post split  adjusted)  shares of its common stock to  approximately  50
non-U.S.  investors at a price of $0.10 per share.  The  offering was  completed
with the  Company  receiving  aggregate  proceeds of $75,000  before  payment of
legal,  accounting and printing expenses. On April 9, 1996, the Company's common
stock became quoted on the OTC Bulletin  Board under the trading  symbol "CLEP."
Following completion of this offering, the Company initially evaluated acquiring
exclusive  North  American  distribution  rights for beverage  centers and other
products of Fountain Fresh International ("FFI"), a Utah corporation.

     On  January  6, 1997 the  Company  sold  5,000,000  (post  split  adjusted)
restricted  shares of its common stock  pursuant to Regulation S of the 1933 Act
to several  non-U.S.  foreign  corporations,  at a price of $0.10 per share, for
total cash consideration to the Company of $500,000.

     On February 3, 1997,  the Company  sold  10,000,000  (post split  adjusted)
restricted   shares  of  its  common  stock   pursuant  to  the  exemption  from
registration  provided  by  Regulation  S and  Section  4(2) of the 1933 Act, 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.

     On April 17, 1997,  the Company  acquired all right,  title and interest of
Katori Consultants,  Ltd. ("Katori"),  of that certain License Agreement between
Katori and FFI. Under the terms of that License Agreement,  the Company,  as the
Licensee acquired the exclusive USA distribution rights for the beverage centers
and other  products of FFI.  In  exchange  for these  distribution  rights,  the
Company agreed to pay a total of $5,000,000 in annual payments  through the year
2016,  with a $15,000  royalty fee for the first year and a $30,000  royalty fee
for the second year.  Copies of that License Agreement and Assignment of License
Agreement are attached  hereto and  incorporated  herein by  reference.  See the
Exhibit Index, Part III.



                                       2
<PAGE>
     On April 29,  1997 the  Board of  Directors,  in  accordance  with  Section
78.315(2) of the Nevada  Revised  Statutes,  authorized a company name change to
BestWay,  USA.  A copy  of the  Certificate  of  Amendment  of the  Articles  of
Incorporation   changing  the  name  of  the  Company  is  attached  hereto  and
incorporated herein by reference. See the Exhibit Index, Part III.

     During July 1997, the Company authorized the private placement of 1,000,000
(post split adjusted)  shares of the Company's  common stock at a price of $2.50
per share.  The Company sold a total of 129,994 (post split adjusted) shares and
received $324,984 in cash from this private placement.

     On September 2, 1997, the Company  qualified to do business in the State of
Utah as a foreign corporation.  On October 31, 1997, the Company qualified to do
business in the State of  California as a foreign  corporation.  On September 4,
1998, following written consent of the Company's  stockholders and in accordance
with  Section  78.320(2)  of  the  Nevada  Revised  Statutes,  the  Articles  of
Incorporation  were amended to: (a) authorize a 1-for-2  reverse split of issued
and  outstanding  common  stock of the  Company,  and (b) change the name of the
Company to its current name "ZiaSun  Technologies,  Inc." The reverse  split and
name change became  effective upon the filing of the Certificate of Amendment of
the Articles of Incorporation with the Secretary of State of Nevada on September
10,  1998.  A  copy  of  the   Certificate  of  Amendment  of  the  Articles  of
Incorporation  effecting  the reverse  stock split and name change are  attached
hereto and incorporated  herein by this reference.  See the Exhibit Index,  Part
III.

     During 1998,  the Company  identified  numerous  design  problems  with the
beverage  centers  manufactured by FFI which would require major redesign before
those beverage centers could be successfully  reintroduced into the marketplace.
Accordingly,  on December 30, 1997, the Company wrote down the License Agreement
between FFI and the  Company  from  $3,296,234  to its then  estimated  value of
$50,000,  resulting in a reduction of $1,703,766 which represented the ramaining
amount due to FFI for the license.  The loss recognized on the write dowm of the
license  asset was  $3,246,234  in 1997.  There was no write down of the license
asset in 1998.  This  reduction  resulted  from the mutual  agreement  of FFI to
cancel  the  remaining  obligation  on the  license  due to the  failure  of the
technology, which left nothing due and owing to FFI. The Company transferred the
License  Agreement to a newly  formed,  wholly-owned  subsidiary  of the Company
named BestWay  Beverages,  Inc.  ('BestWay"),  a Nevada  Corporation.  Currently
BestWay  is  inactive,  pending  the  completion  of  design  modifications  and
successful  testing of the new beverage center now being developed by BEVEX (FFI
was renamed BEVEX Inc. in August 1998).

     During  the last  quarter  of 1998 and  first  half of  1999,  the  Company
undertook  several  acquisitions  and/or  mergers  to  diversify  and enter some
technology-based arenas.

     Acquisition of Momentum Internet
     --------------------------------

     On October 5, 1998, the Company acquired  Momentum  Internet  Incorporated,
("Momentum  Internet"),  a corporation  organized  under the laws of the British
Virgin  Islands  in a  stock-for-stock  exchange,  whereby  the  Company  issued
1,130,000  (post split adjusted)  shares of restricted  common stock in exchange
for all capital stock of Momentum  Internet,  thereby making Momentum Internet a
wholly-owned  subsidiary of the Company.  Momentum Internet,  whose main offices
are located in Hong Kong and Manila in the Philippines,  has a range of Internet
products and services, including an international online stock trading portal, a
premium  web-based e-mail service,  an Internet  advertising  banner network,  a
finance website,  and an Asia-focused search engine. The acquisition of Momentum
Internet  was,  for  accounting  purposes  treated as a purchase.  A copy of the
Acquisition  Agreement  and  Plan  of  Reorganization  is  attached  hereto  and
incorporated herein by this reference. See the Exhibit Index, Part III.

     Acquisition of Momentum Asia
     ----------------------------

         On  October  5,  1998,  the  Company  acquired   Momentum  Asia,  Inc.,
("Momentum Asia"), a corporation organized under the laws of the Republic of the

                                       3
<PAGE>
     Philippines  in a  stock-for-stock  exchange,  whereby the  Company  issued
4,000,000  (post-split  adjusted) shares of restricted  common stock in exchange
for all capital stock of Momentum Asia,  thereby making  Momentum Asia a wholly-
owned  subsidiary of the Company.  Momentum Asia, whose main offices are located
in the  Clark  Economic  Zone,  in the  Philippines,  provides  a wide  range of
compatible graphic design,  copy writing,  printing,  database  management,  and
e-mail customer  service  operations.  The acquisition of Momentum Asia was, for
accounting  purposes  treated  as a purchase  of  Momentum  Asia.  A copy of the
Acquisition  Agreement  and  Plan  of  Reorganization  is  attached  hereto  and
incorporated herein by this reference. See the Exhibit Index, Part III.

     Acquisition of Asia4sale
     ------------------------

     On March 25, 1999, the Company  entered into an  Acquisition  Agreement and
Plan of  Reorganization,  under which the Company would  acquire  Asia4sale.com,
Ltd.,  ("Asia4sale"),  a Hong Kong Registered Company. In exchange for 99 of the
100 shares of Asia4sale, the Company issued 100,000 (post-split adjusted) shares
of restricted  common stock and paid $15,000 cash to the majority  holder of the
capital stock of Asia4sale,  thereby  virtually  making Asia4sale a wholly-owned
subsidiary of the Company.  In addition,  the Company made an unsecured  loan of
$50,000 to Asia4sale upon closing of the acquisition and agreed to issue one (1)
additional  share  of  restricted  common  stock  for each  one  dollar  ($1.00)
(post-split  adjusted) of actual earnings of Asia4sale for the period from April
1, 1999,  through  September 31, 2000.  Actual  earnings of Asia4sale  which are
defined as net income  before income taxes,  depreciation  and interest  expense
were zero from April 1, 1999 through  September  30,  1999.  Asia4sale is in the
business of Internet related international  e-commerce. In addition, the Company
was granted the option to repurchase  the 100,000 (post split  adjusted)  shares
issued in the  acquisition  of Asia4sale for a period of one (1) year at a price
of $1.50  (post-split  adjusted) per share in the event that Asia4sale  fails to
reach  positive  cash flow from its  operations by September 30, 2000. As of the
date of this registration statement, Asia4sale has not yet reached positive cash
flow.  The  acquisition  was  completed  on May 12,  1999.  The  acquisition  of
Asia4sale  was  accounted  for as a  purchase.  The  contingent  shares  are not
recorded  as being  issued in  accordance  with APB 16.,  paragraphs  79 and 80.
Copies  of the  Acquisition  Agreement  and  Plan of  Reorganization,  Unsecured
$50,000 Note and the Stock Option are attached hereto and incorporated herein by
this reference. See the Exhibit Index, Part III.

     In December  1999,  Asia4sale was sold to Internet  Ventures Ltd. (IVL) for
$5,000,000 cash and 300,000 shares of IVL. No value was attributed to the shares
of IVL  because  it was a  private  company.  The  Company  realized  a gain  of
$4,778,596 in the sale.

     Acquisition of Online Investors Advantage, Inc.
     -----------------------------------------------

     On March 31, 1999, the Company  entered into an  Acquisition  Agreement and
Plan of  Reorganization,  under which the Company would acquire Online Investors
Advantage  Incorporated  ("OIA"),  a Utah  corporation.  OIA is in the  business
training   individuals  how  to  effectively  use  the  financial  planning  and
investment  tools  available  on the  internet  to manage  their own  investment
portfolios.  The training is  structured  around a five-step  discipline,  which
includes  searching for an  investment,  evaluating the investment and assessing
the risk,  timing the purchase,  establishing  an exit point and  monitoring the
investment. This is done through live workshops, and video-based,  self-directed
home  learning  programs,  which  include the use of OIA's  proprietary  website
www.investortoolbox.com.  In exchange  for all of the capital  stock of OIA, the
Company issued 1,000,000 (post-split adjusted) shares of restricted common stock
and  paid  $400,000  in cash,  all of  which  was  distributed  pro-rata  to the
shareholders  of  OIA,  thereby  making  OIA a  wholly-owned  subsidiary  of the
Company. In addition,  the Company issued 5,000,000 (post-split adjusted) shares
pro-rata to the  shareholders  of OIA. Those shares are currently  being held in
escrow in accordance with the terms of the adjustment provision set forth in the
acquisition agreement,  based on anticipated earnings of at least $2,500,000 for
OIA for the period from April 1, 1999,  through  March 31, 2000. As set forth in
the terms of the acquisition agreement, in the event that the actual earnings of
OIA are less than $2,500,000, for the specified period, then the total number of
shares  being  held in  escrow  shall  be  reduced  on a two  share  (post-split
adjusted) basis for each $1.00 of actual  earnings of OIA less than  $2,500,000.
In the event that the actual  earnings of OIA is greater than  $2,500,000,  then
the Company shall issue such  additional  shares on the basis of two  additional
(post-split  adjusted)  shares for each $1.00 of actual  earnings of OIA greater

                                       4
<PAGE>
than  $2,500,000.  The  acquisition  was completed on April 7, 1999.  The actual
earnings which are defined as net income before income taxes,  depreciation  and
interest  expense,  were  approximately  $3,700,000  through April 1, 1999.  The
acquisition  of OIA was accounted  for as a purchase.  The shares were issued as
contingent shares being held in escrow and have not been recorded. A copy of the
Acquisition  Agreement  and  Plan  of  Reorganization  is  attached  hereto  and
incorporated herein by this reference. See the Exhibit Index, Part III.

     In accordance with the terms of the original OIA Acquisition Agreement, the
former OIA shareholders  were to receive one share of the Company's common stock
for each $0.50 of earnings  before  interest,  income  taxes,  depreciation  and
amortization  (EBITDA) for the year from April 1, 1999  through  March 31, 2000.
OIA'S audited EBITDA earnings during this period were $10,910,076.  Accordingly,
the Company would owe 21,820,152 shares of its common stock at March 31, 2000 to
the  former  OIA  shareholders.  The  value  of  these  shares  at  March 31 was
$248,204,230.  This value would have been added to the goodwill on the Company's
balance sheet.

     However, at the request of the former OIA shareholders,  one of whom is the
Chairman  of ZiaSun and one of whom is a director,  and their joint  recognition
that it would clearly not be in the best interests of the Company to have such a
large  goodwill  burden  going  forward,  they  inquired  if the  Company  would
reconsider  and  amend  the  original  terms  and  conditions  of the earn  out.
Accordingly,  they proposed to exchange  12,000,000 of the earn-out  shares,  to
which they were  originally  entitled,  for $6,000,000 in cash. The proposal was
reviewed and accepted by the Company on May 9, 2000.

     Therefore,   under  the  terms  and  conditions  of  the  amended  earn-out
agreement,  the former OIA  shareholders  will only  receive  9,820,152  shares,
rather than the 21,820,152 shares as set forth in the original  agreement.  This
reduces the goodwill burden to the Company by $136,500,000 to $111,704,230,  and
this is the  value  that  will be added to the  Company's  balance  sheet  going
forward from April 1, 2000.

     On February 12,  1999,  the Company  entered into an agreement  with Global
Direct Marketing,  Ltd., (Global), a corporation organized under the laws of the
British  Virgin  Islands,  whereby  Global was to be paid  150,000  (post  split
adjusted)  shares of restricted  common stock upon the successful  conclusion of
negotiations  to acquire OIA.  Global had  introduced  the Company to OIA. Under
this  agreement,  the shares are to be issued exactly nine months after the date
of formal  acquisition of OIA, (i.e.  December 7, 1999). A copy of the Agreement
is attached hereto. See Exhibit Index, Part III.

     As stated  above,  on April 9,  1999,  the Board of  Directors,  by written
consent,  declared a 2-for-1 forward stock split for all  shareholders of record
as of May 14, 1999. A copy of the Certificate Pursuant to Nevada Revised Statute
Section  78.207,  whereby the Company  effectuated  this forward stock split, is
attached  hereto and  incorporated  herein by this  reference.  See the  Exhibit
Index, Part III.

     On July 15, 1999, by written consent of the Stockholders, and in accordance
with Section 78.320(2) of the Nevada Revised Statutes,  the Company restated its
Articles  of  Incorporation  and  Bylaws.  Copies of the  Restated  Articles  of
Incorporation and Restated Bylaws are attached hereto and  .incorporated  herein
by this reference. See the Exhibit Index, Part III.

     Operating Strategy and Business Revenue Model
     ---------------------------------------------

     (b)  Business of Issuer
          ------------------

     The Company  currently  owns Internet based  operations  and holdings.  The
Company  believes the continuing shift of consumers from  conventional  shopping
practices and distribution channels to internet-based  services,  along with the
huge growth  potential of Asian Internet usage will provide  significant  future
growth opportunities for its various e-commerce  activities.  For the six months
ended June 30, 1999 internet  services made up  approximately  $7,594,000 of the
total revenue and non-internet services were approximately $339,000.

     The Company  actively seeks to acquire,  structure,  manage and consolidate
other select holdings  through its  wholly-owned  subsidiaries  operating in the
U.S. and in foreign  markets.  The objective is to acquire  holdings  which will
provide  marketing and operating  synergy with one another,  are well positioned
and profitable in their targeted  markets,  and/or have  demonstrated  technical

                                       5
<PAGE>
expertise in certain  areas of  e-commerce.  While the Company  pursues  certain
business  opportunities,  alliances  and  joint  ventures,  which  will  enhance
profitable growth and development,  and help maximize the shareholders'  equity,
the company does not typically openly advertise to attract such opportunities.

     The two basic challenges in effectively  implementing this strategy,  while
preserving and  continually  developing the Company's core  technology,  are: 1)
Maintaining an active pipeline of potentially  desirable,  acquirable  companies
through various business contacts and financial institutions, and 2) Maintaining
the financial  wherewithal to move quickly  enough,  when an  opportunity  for a
synergistic  acquisition  arises,  to complete the acquisition,  and effectively
integrate the acquired entity into the Company's holdings at minimum cost and/or
disruption  to the other  entities.  In some  instances  this will  include  the
challenge of effectively  restructuring  the acquired  entities with one or more
existing entities to maximize their  contribution to the Company's  revenues and
profits.

     The relative infancy of users of online  financial  services in the foreign
markets is another key to the Company's future growth. The Company is focused on
capturing  a large  market  share  of  these  foreign  users  and a  significant
percentage of the growing  number of U.S.  users of Internet tools and services.
The U.S.  domestic  market is also  projected  to sustain its growth in domestic
e-commerce and online financial services usage, and is still developing in terms
of the number of educated users of these services.

     The Company's  business  model is simple and proven in the Internet  market
and presents continued long-term growth prospects. Substantial front-end revenue
is created by selling packages of Internet  educational and e-commerce  services
to businesses and/or consumers worldwide. The services and products sold contain
features  designed to cross promote other portals,  products and services of the
Company.  These other products and services rely on backend  commissions,  fees,
profit  sharing,  and  high-traffic  to create revenue and operate with very low
overhead.  This is expected to result in high  profit  margins for the  Company.
Profit  created by  front-end  sales of  services,  combined  with net cash flow
generated by gains on investments and non-Internet  groups, is being invested in
the further  development  of the high profit  margin  Internet  groups.  As this
operating  model  grows,  the  Company's  base of loyal users,  subscribers  and
visitors to their  websites and services  will also grow. It will also build the
credibility necessary to establish further  relationships,  strategic alliances,
co-branding  and  licensing  agreements  with  Internet  companies  with similar
interests.

     The Company is diversified enough to not be dependent on any single product
or service.  Rather, the wholly-owned  subsidiaries publish,  market and service
many web products and services,  and maintain the necessary  value-added support
for  these  products  and  services.  Therefore,  any of the  Company's  groups,
Internet products or services, or joint ventures could be a stand-alone company.
This  creates  opportunities  for sale or spin off of any  holdings  in order to
maximize shareholder equity.

     The Company may divest or "spin off" equity  interest in one or more of its
entities when it is strategically and economically advantageous to shareholders.
Such a  divestiture  or  spin-off  would  allow the Company to focus on its core
operations and holdings,  once it has adequately  entrenched  itself in the most
profitable  targeted  markets.  It is expected that stock  dividends or warrants
resulting from a spin off or stock exchange,  or cash dividends resulting from a
cash  sale,  would be issued to  company  shareholders  if and when the  Company
divests itself of any given entity.

     (1)  Principal products or services and their markets.

     The  Company's  primary  revenues  are  derived  from  their  subsidiaries'
respective products and services, organized into the following groups:

     Internet Consumer Services Group
     --------------------------------
<TABLE>
<CAPTION>

     Revenue From                  Operating Subsidiary     Product/Service
     ------------                  --------------------     ---------------
     <S>                           <C>                      <C>
     Online Education              OIA                      Investors Toolbox
     Off line Education            OIA                      Live Workshops, Home Study
     E-Commerce Sales              Momentum Internet        Asia4sale.com
     Online Financial Services     Momentum Internet/       Swiftrade
</TABLE>

                                       6
<PAGE>
     This is the Company's  largest revenue  producing group. It constitutes 81%
of net revenues for the six months ended June 30, 1999.  Education  and training
constitute  the major  portion  of the  Company's  current  business.  Front-end
revenues are generated from memberships, subscriptions, attendance fees for live
workshops in major cities  worldwide;  and sales of Internet,  audio,  and video
home-study  programs.  At the same time,  OIA helps build loyalty for, and cross
promotes other Internet Consumer Services offered by the Company.  The Company's
online financial services portal,  Swiftrade,  generates  front-end revenue from
referral  fees per trading  account;  but projects  substantially  higher future
revenues  from  backend  fees from  transactions  (orders),  and profit  sharing
agreements with its broker/dealer partners on various stock exchanges. Asia4sale
will generate  front-end revenue from sales of regional  e-commerce  franchises,
while  building a substantial  free retail  franchise  structure to serve as the
distribution  base  for the  products  and  services  offered  by the  Asia4sale
"store."

     Internet Media Sales
     --------------------

<TABLE>
<CAPTION>

                                   Primary
     Revenue From                  Operating Subsidiary     Product/Service
     ------------                  --------------------     ---------------
     <S>                           <C>                      <C>
     Advertising on Websites       Momentum Internet        All Websites
     Banner Advertising            Momentum Internet        PINmail/MediaHits
     E-Mail List Rental            Momentum Internet        All Websites
     Online Marketing              Momentum Internet        All Websites
</TABLE>

     The  company   generates  flat  fees  and  fees  per   impression,   visit,
click-through,  or sign up for online advertisers of all types.  Impressions are
generated by high traffic to the Company's websites, swiftrade.com, a portal for
stock trading in the USA, Hong Kong and the UK; mfinance.com, allows some 10,000
registered  subscribers  to access certain Asian business and financial news fed
by AFX-Asia a joint  venture  with France  Presse and the  "Financial  Times" of
London;  searchdragon.com,  an Asia business  directory  listing more than 5,000
Asian business websites;  mediahits.com, an advertising banner network, and by a
large  volume of  banners  placed on those  PINmail  pages  used by the  general
public.  It  constitutes  11% of net  revenues for the six months ended June 30,
1999.

     Internet Support Services
     -------------------------
<TABLE>
<CAPTION>

                                   Primary
     Revenue From                  Operating Subsidiary     Product/Service
     ------------                  --------------------     ---------------
     <S>                           <C>                      <C>
     E-Mail Customer Service       Momentum Asia            ServiceLive
     Telephone Customer Service    Momentum Asia            ServiceLive
     Database Management           Momentum Asia            ServiceLive/
                                                            Momentum Direct
</TABLE>
     The support services  furnished by this group include  responding to e-mail
and  telephone  inquiries  via return  e-mail  and  telephone.  Those  inquiries
typically include questions regarding;  trading accounts,  password information,
billing and  technical  questions  for  PINmail  accounts,  MediaHits,  Mfinance
subscribers  and AsiaForSale  stores.  This group also responds to inquiries for
banner  advertising and co-branded  websites.  Working from internet  databases,
where customer information is stored, the customer service personnel are trained
to answer  frequently  asked questions  regarding  opening new accounts.  Future
revenue will be derived from monthly  fees paid by  non-related  customers.  The
support  services are being offered to webmasters of other  websites,  which are
currently  being  serviced from  high-cost  areas of the world.  The Company has
space for substantial expansion,  operates out of a very low-cost region, and is
negotiating  with  several  potentially  large users of the  service,  including
E*Trade Group, GE Capital, and Asia Pre-Press Technologies,  a US-based company.

                                       7
<PAGE>
The  proposal  for E*Trade  Group has been  submitted  to the Vice  President of
Service Quality. According to E*Trade management, the proposal is temporarily on
hold  until  they reach  capacity  in their new  customer  service  facility  in
Atlanta.  The proposal  for GE Capital is in process,  and  responses  are being
prepared to numerous  questions  regarding the Company's ability to handle their
back office and technical support  requirements.  There is a verbal agreement in
place with Asia Pre-Press  Technologies to e-mail customer  service and database
encoding services.  APPT has numerous  U.S.-based  customers.  Quantifiable cost
savings  can be  achieved  by  client  users of  ServiceLive,  at the same  time
allowing the Company to generate  positive cash flow due to its  established low
cost base.  It makes up 5% of net  revenues  for the six  months  ended June 30,
1999.

     Printing and Direct Mail
     ------------------------
<TABLE>
<CAPTION>

                                   Primary
     Revenue From                  Operating Subsidiary     Product/Service
     ------------                  --------------------     ---------------
     <S>                           <C>                      <C>
     List Rental                   Momentum Asia            Momentum Direct
     Design/layout                 Momentum Asia            Momentum Direct
     Printing                      Momentum Asia            Momentum Direct
     Lettershop                    Momentum Asia            Momentum Direct
</TABLE>

     The  wholly-owned  subsidiary  Momentum  Asia  has a  substantial  base  of
clients,  for which it  provides  printing  and direct mail  services.  Momentum
Direct,  a newly formed  division of Momentum Asia is actively  marketing  these
services to large multi-national corporations.  This division is profitable, and
will  continue  to grow by the  addition  of new  clients and makes up 3% of net
revenues for the six months ended June 30, 1999.

     Internet Investment Ventures
     ----------------------------

     This group is managed through the Company and its subsidiary Momentum Asia,
and has a  portfolio  of  holdings  in public  and  private  companies,  held as
Marketable  Securities  and  Investments  Held  to  Maturity,  depending  on the
Company's  strategy  at  the  time  of  acquisition.  This  group  continues  to
aggressively  pursue further  investments in startup Internet related  companies
with  solid  management  and  realistic  business  plans.  Both  short-term  and
long-term gains are available from this group.

     Summary:
     --------

     The Company is currently  increasing  its  front-end  sales  revenues  from
non-Internet  related  operations and cash gains on sales of investments.  It is
anticipated that sales from these areas will continue to increase  substantially
in the next two years.  However,  the Company's  business plan projects  backend
revenue in the form of  commissions,  transaction  fees, and profit sharing from
its Internet Consumer Services Group (e-commerce and online financial  services)
will outgrow and exceed front-end revenue within the next two years.

The Company's Subsidiaries and the Nature of Products and Services Offered
- --------------------------------------------------------------------------

     "OIA" provides  in-depth  consumer  training in the optimum use of Internet
investment  and  financial  management  tools and services via  workshops,  home
study, and online  subscriptions  OIA recently  expanded into the  International
marketplace.  In  addition,  OIA  currently  has  a  working  relationship  with
Optioninvestor.com  and  Telescan.  OIA  and  its  data  providers  have  formed
"Investors  Toolbox"  (www.investorstoolbox.com),  a proprietary website for its
subscribers and members for ongoing investment analysis.

     Optioninvestor.com   is  an  online  investment   newsletter  purchased  at
wholesale to provide to OIA subscribers.  Telescan is a financial and investment
news and data provider.  OIA procures  Telscan's services and custom tailors the
data to OIA's needs.

                                       8
<PAGE>
     "Momentum Internet", either publishes its own online publications or enters
into Joint Venture  agreements with strategic  partners,  who have positive cash
flow, and will provide marketing and operating synergy with Momentum Internet in
their targeted markets.  The company then develops,  hosts, manages and promotes
its own websites.  Most sales are in U.S. Dollars, and the Asian economic crisis
has had a positive  impact on  operations  due to favorable  exchange  rates and
lower facility costs.  Momentum  Internet manages all online  activities for its
clients,  including Barclays  International  Funds Asia from its Manila and Hong
Kong  main  offices.  Following  is  Momentum  Internet's  mix of  products  and
services:

     SWIFTRADE  (www.swiftrade.com)  is an online trading and financial services
portal,  which provides  Internet access for retail and  institutional  users to
international  electronic  stock  trading.  Currently,  the  Swiftrade  site  is
utilized in a joint venture with West America  Securities  Corporation,  a fully
registered  broker dealer  located in the United  States,  which  provides users
direct electronic access to trading of stocks,  options,  mutual funds and other
financial  instruments  available on U.S.  markets and  exchanges.  West America
Securities has agreed to pay Swiftrade,  (a wholly-owned  subsidiary of Momentum
Internet,  incorporated  under the laws of the British Virgin Islands)  referral
fees for each new  account.  It is the  first  online  trading  system  designed
specifically for, and targeted at, overseas  investors trading in the U.S. stock
markets.  Trades are cleared  through West America  Securities  and its clearing
agent, Emmett A. Larkin, Inc.

     Swiftrade plans to facilitate  online trading from a single Internet portal
on several of the world's  largest stock markets,  including  London,  Hong Kong
Sydney, Singapore, and Frankfurt in 1999, with others to be added in the future.
The  Company,  through  its  subsidiaries,  earns a $40.00  account fee for each
account referred from its website exposure to West America Securities.  This fee
includes the cost of new account customer service via e-mail,  which is provided
by the Company's  Internet  Support Group. In addition to the joint venture with
West America Securities for the U.S. markets, Momentum Internet has entered into
strategic  partnership  agreements in the brokerage  industries in Hong Kong and
London. Swiftrade's proprietary software, developed by Momentum Internet for the
purpose of linking Swiftrade users with stock exchanges in London and Hong Kong,
provides a direct link to the floor of these and other non-U.S. Stock Exchanges.
Swiftrade utilizes a news and data feed from Reuters Hong Kong Limited ("Reuters
HK") which, through links with the Company's  proprietary  software,  allows the
Company to provide  instantaneous  online links between the real-time  data feed
provided by Reuters,  the orders place by users, and the brokerage trading desk.
The  software,  complete  with live feeds from the  exchange  floors,  , ensures
accurate trade execution,  instant  confirmation of trades and accurate balances
and positions.  Momentum  Internet  receives  transaction  (order) fees from its
partner brokerages in London and Hong Kong.

     Neither the Company or any of its subsidiaries is directly  involved in the
brokerage business, or owns or operates an "online brokerage." The Company is in
the business of web site  creation,  management  and  introduction.  The Company
introduces  the web site to the  general  public  using a  variety  of  methods,
including some of its own high traffic Internet technology.

     Swiftrade can represent  more than one broker in each market and be readily
positioned  in any other  market  where the Company  sees growth  opportunities.
Minimal spending is required for advertising and  infrastructure  that brokerage
house  typically  must  spend to  maintain  market  share.  Swiftrade  shares in
transaction fees without the burden of increasing costs.

     "PINMAIL"  (www.pinmail.com)  gives  all  websites  the  ability  to  offer
web-based  e-mail from their pages,  as do major sites like Netscape and Yahoo!.
PINmail also provides customized  corporate versions and premium e-mail accounts
for individuals.

                                       9
<PAGE>
     "PINmail  for  Webmasters"  is the free  system  for  those who wish to add
e-mail  service  to  their  own  website  This  service  is  completely  free to
webmasters  and users.  Webmasters can add this service to any website by simply
downloading some HTML code and pasting it onto their pages.

     "PINmail  for  Corporations",  is  a  completely  customized  system  using
corporate logos and colors.  The Company's software interface is custom designed
to suit the clients' needs.  This tailored  corporate  account will then operate
with any client's unique domain name. There is no setup charge for this service.
However,  a  monthly,  tiered  rate is charged  for the  number of e-mail  users
registered for the service at the end of each month.

     "PINmail for  Individuals" is a premium version for business  travelers and
others who need their e-mail in a single easily managed location. A small annual
fee is charged,  and users of the premium service enjoy three PINmail addresses,
auto-forwarding to other e-mail accounts,  and an  auto-responder,  which can be
set to answer messages when the user is offline.

     "MFINANCE"  (www.mfinance.com) is an online financial publication providing
comprehensive  data on US, Asian,  and European stock markets,  plus  additional
finance and investment  information for individual investors in Europe and Asia.
MFinance is continually being upgraded, and additional news feeds and stock data
from Reuters On-Line S.A. ("Reuters Online") will enhance the site's position as
a world-class resource for financial and investment  information.  Revenue comes
from  subscriptions  to a premium service and advertising.  Regular  advertisers
include Barclays International Funds Asia and the Far Eastern Economic Review.

     "SEARCH DRAGON"  (www.searchdragon.com),  an online business  directory and
search engine, is a popular destination for those looking for information on the
Asian region. The website now covers Hong Kong, Indonesia,  Macau, Malaysia, the
Philippines,  Singapore, Taiwan and Thailand. The Company's proprietary software
allows  webmasters  of business  related  sites to submit their own listings and
update them whenever necessary. SearchDragon is essentially a marketing tool for
Swiftrade banner advertisements, and not an independent revenue generator.

     All  websites are hosted on  dedicated  high-speed  servers in Los Angeles,
California,  directly  connected to the Internet backbone with 24-hour technical
support.

     "Momentum  Asia" is a second  subsidiary  which  provides  a wide  range of
compatible graphic design,  copy writing,  printing,  database  management,  and
e-mail customer  service  operations.  Through its service known as ServiceLive,
this  subsidiary,  provides  compatible  e-mail  response  service and  database
management  for the  high-traffic  websites  and  services  managed by  Momentum
Internet and other subsidiaries of the Company.

     A Partial List of Momentum Asia's International Customer Base Includes:

     Federal Express  (United States)
     Enron Power (United States)
     Neo-Art, Inc. (Netherlands)
     IDESS Maritime Training Schools (Norway)
     Ritchie Brothers Auctioneers, Ltd. (Canada)
     Metroplex Casinos (Malaysia)
     The Philippine Government (Philippines)
     Subic Telecommunications Co., Inc. (Philippines)
     (A joint venture between AT&T (U.S.). and PLDT (Philippines)

                                       10
<PAGE>
     None of these customers  except Neo-Art is expected to contribute more than
$50,000.00  per  year to  Momentum  Asia.  Neo-Art  is  expected  to  contribute
approximately $75,000.00 to gross revenues in printing and design fees.

     "Asia4sale"  is  a  wholly-owned  subsidiary  of  the  Company  which  is a
three-part e-commerce facility serving the global market:

     1.   Part 1 provides  Home  Shopping,  so online  shoppers  anywhere in the
          world will be able to order goods direct from  manufacturers  in Asia,
          and have these purchases delivered direct to their door. The Company's
          revenue from this service is derived from the  difference  between the
          wholesale  price  paid to  suppliers  and  retail  prices  paid by the
          buyers.

     2.   Part 2  provides  Business-To-Business  Barter.  To  provide  a  truly
          professional service  Asia4sale.com has acquired the assets of Pacific
          Barter Ltd., a company  specializing  in barter in Asia. The Company's
          revenue from this service is derived from commissions from the parties
          involved  in the barter  transaction.

     3.   Part  3  provides   Industrial   Auctions.   Businesses,   dealers  or
          individuals  all  over  the  world  will be able to buy or sell  heavy
          equipment,  vehicles, machinery, stock lots, etc. in the Asian region,
          through online  auctions.  The Company's  revenue from this service is
          derived from  commissions  from sales on the internet,  as well as the
          spread  between the  purchase  costs and selling  prices of  equipment
          owned by Asia4Sale. Additionally, revenue is derived from a 10% equity
          position  in  Auctioneers  Asia  International,   a  Philippines-based
          equipment auction company.

     "BestWay  Beverages" also a wholly-owned  subsidiary is currently inactive.
However, it still holds the exclusive  distribution franchise in the USA, Canada
and Mexico for a patented  in-store  beverage  bottling  center  manufactured by
BEVEX, Inc. BestWay Beverages consists of what was formerly the core business of
BestWay USA before the recapitalization of Momentum Internet and Momentum Asia.

                                 TARGET MARKETS
                                 --------------

     Internet-based  business is perhaps the most dynamic industry the world has
ever  seen.  It is  rapidly  becoming  the  primary  worldwide  medium  for data
exchange,  commerce,  education  and news.  Moreover,  the Company  believes the
international  growth rate of both business and  individual  Internet users will
increase dramatically over the next five years.

     As the number of Internet users rapidly  increases over the next few years,
the Company  intends to continue  developing  investment and finance  management
products,  services  and  technologies,   which  will  effectively  fulfill  the
information,  commerce  and  education  needs of these users to  maximize  their
beneficial use of all the features the Internet has to offer.

     The Company has selected three categories of international,  Internet-based
business as their primary target market(s).

     1. International  online stock trading and investment  services with unique
educational capabilities and ongoing investor support services.

     The Company  believes  there are several  primary  factors,  which  attract
Internet users to online investing.  These include: ease of use, low transaction
fees, real-time, comprehensive information and a self-service environment.

                                       11
<PAGE>
     OIA, a pioneer in  financial/investment  training  for  consumers in the US
market,  is  already  moving  into key  international  markets  as well.  As the
popularity of online trading  grows,  the demand for OIA's products and services
is expected to grow accordingly.

     Swiftrade,  an online trading  service,  facilitates  international  online
trading. The Company expects Swiftrade to become an international online trading
network in the future.

     The synergy between OIA and Swiftrade  effectively positions the Company to
capitalize  on the stock trading and  investment  services  market.  The Company
believes the Internet  will  continue to attract  additional  online  investors,
especially  as those  investors  who have  completed  the OIA  training  program
realize  that  effectively  self-managing  their  investment  portfolio  is made
possible by following the guidelines developed by OIA.

     As stock  exchanges  around the world  move to the  Internet,  the  Company
expects to continually  strengthen its competitive position in the international
marketplace, and to be on the ground floor to service these markets.

     2.  E-commerce to facilitate the purchase and/or sale of goods and services
between and/or among businesses and individuals throughout the Pacific Rim.

     The Company believes  e-commerce will probably become the major vehicle for
the sale  and/or  barter  of  goods  and  services  on an  international  basis.
Accordingly,  the Company  and its  subsidiaries  have  developed  products  and
services like  SearchDragon,  Mfinance and the e-commerce based  Asia4Sale.  The
ability to  effectively  market these  products and services will be enhanced by
the increasing bandwidth  capabilities and reduced transmission times, which are
becoming more readily available for the Internet on an international  level. The
increasing  use  of,  DSL  lines  and  low-orbiting   satellite  direct  digital
communications,  are significantly increasing the megabits per second, which can
be transmitted,  considerably beyond the capacity of standard telephone and ISDN
lines.  According  to Pacific  Bell,  data  transfers on a DSL line are up to 50
times faster than a 28.8 modem connection, and 16 or more kb/sec. faster than an
ISDN line.  Further,  because  the  potential  market is so large,  the  Company
believes  it  could  establish  and  maintain  a  profitable  operation  from  a
relatively small percentage of that market.

     Emerging global procurement will require  international vendor expertise to
create and manage  complex  electronic  supply  chains  composed of thousands of
manufacturers, distributors, forwarders and buyers located throughout the world.
The overlap  between  e-commerce in the Pacific Rim and e-commerce in the USA is
substantial.  American  companies  continually  outsource  many  labor-intensive
manufacturing processes in this region.

     The  Company   believes  the  business  futures  of  the  two  regions  are
inextricably  linked.  In various  conversations  with clients and/or  potential
clients in the Pacific Rim,  those clients have  identified the effective use of
the  Internet  as a primary key to  restoring  their  international  competitive
position.  Moreover,  it appears  their  expenditures  on Internet  services are
rising at a pace that outstrips even that of the US.

     The Company's e-commerce products and services provide:

     o    A  worldwide  shopping  service,   which  offers  a  wide  variety  of
          Asian-made   products  to   wholesalers,   retailers,   and  franchise
          storefronts,  which can be owned and managed by anyone, anywhere, with
          a computer and an Internet connection

                                       12
<PAGE>
     o    Auction and barter  sites aimed  specifically  at the rapidly  growing
          Pacific Rim business-to-business market.

     The Company believes Internet-based business in the Pacific Rim is going to
expand  rapidly.  Moreover,  long-term  links will be  established  with  global
procurement  networks  over the next five years.  The  products and services the
Company has developed thus far, along with other products and services currently
in the planning  stage,  should give the Company a strong  presence  early on in
this fast-growing area of e-commerce.

     3. Web-based and non web-based  marketing  development and support services
for Internet-oriented  companies, who do not have the wherewithal internally for
the development of same.

     Every  day,  an  increasing  number  of  businesses  around  the  world are
expanding their marketing and sales activities into  cyberspace.  In order to do
so, many of these  companies  have had to retain the services of  specialists in
website development and management.

     As more and more companies utilize the Internet for global  marketing,  the
demand for Internet-based marketing,  customer service and sales support systems
is increasing.  This seems to be particularly true in the Pacific Rim, where use
of the Internet is growing  rapidly.  The Company intends to establish itself on
the ground floor of this rapidly growing market niche.

     The Company is currently  developing a mix of web marketing and  compatible
support services for this niche.  Because this subsidiary is in the Philippines,
they are able to provide services, which are equivalent to US-based competitors,
at much lower prices.

     This  subsidiary has had ongoing  operations in the Pacific Rim for several
years now. As a result,  they have specific  knowledge  regarding the prevailing
business  principles  and  practices  in this  region of the world.  The company
believes this business  experience,  along with the contact  network,  which has
already  been  developed,  gives the  Company a  potential  advantage  over many
US-based  companies  who have  little or no  experience  doing  business  in the
Pacific Rim.  The Company  expects  this to be a  beneficial  leverage  point in
establishing a presence in this niche market.

     There  is a  challenge  for the  Company  in  effectively  identifying  and
positioning the Company in the most beneficial markets and/or market segments at
the optimum time. The Company expects to meet this challenge through  aggressive
marketing,  supported by equally aggressive ongoing media and investor relations
programs.  The Company has active programs in place to continually  increase the
awareness  of the  Company in both the  financial/investment  community  and the
marketplace they serve.

                                 Marketing Plan

     The Company's  marketing plan is a combination of vertical  integration and
cross-pollination.  It is  intended  to build  exposure  and market  share while
maintaining  profitable  operations.   This  differs  from  some  Internet-based
companies who have focused  significant  effort on establishing a customer base,
but given minimal thought to ensuring return on investment.

     While this latter approach generates a considerable  amount of web traffic,
it does not  necessarily  contribute  significant  revenues.  The Company's plan
emphasizes both aggressive  pursuit of a user base and market share,  along with
the marketing of value added products to this user base.

                                       13
<PAGE>
     The ongoing  successful  implementation of the marketing plan presents some
continuing  challenges,  not the least of which is  effectively  presenting  the
Company's products and services, so the potential customer perceives them as the
clear  value-added  choice  among the  alternative  products and services in the
marketplace.   Since  it  is  a  crowded  marketplace,  the  Company  expends  a
considerable amount of time and effort focusing their marketing message on those
significant  points of  differentiation  the  Company's  products  and  services
provide over the competitors products and services.

     Another  challenge  in this  arena is keeping  the  marketing  message  and
materials up to date in one of the most dynamic markets, which has ever existed.
The Company  expects to  accomplish  this by  utilizing  the services of certain
consultants,  who are  specialists and forward looking in the Internet arena, so
the Company has constantly updated, current knowledge of regarding what is going
on in the marketplace they serve. The company clearly  recognizes the importance
of being the first to  introduce  a new  beneficial  product  or  service to the
marketplace.

     The Marketing Plan includes three levels of marketing activity:

     LEVEL 1.
     --------

     The first level follows the traditional Internet paradigms, wherein several
of the Company's  products include free services to attract the largest possible
number of users.  PINmail which receives  approximately  83,500  impressions per
month Media Hits receives  approximately  250,000 impressions per month, are the
major  products in this  category.  Search  Dragon and  Mfinance are expected to
attract a lesser numbers of users.

     LEVEL 2.
     --------

     The second level includes two categories:

     (1) Those products and services  marketed  primarily to individuals,  which
include the online and offline financial services education capabilities of OIA,
the  online  trading  capability  of  Swiftrade,  and the  Asia4Sale  e-commerce
operation.  Asia4sale  is promoted to both  potential  customers  and  potential
operators of  franchised  stores.  Asia4sale  and  Swiftrade  are expected to be
low-cost operations with good contributions to margin.

     (2) Those products and services  marketed  primarily to  businesses,  which
include the database  management,  direct mail,  and telephone  e-mail  customer
service  products  offered by the  Company's  ServiceLive  and  Momentum  Direct
Internet  support.  The relatively low facility and labor costs in the Company's
Asian operations allows the Company to offer these products and services at very
competitive prices and generate targeted margins.

     LEVEL 3.
     --------

     The third level includes  backend revenues  generated by commissions,  fees
and profit sharing agreements. These revenues, which are generated automatically
as services are used,  increase in proportion with the use of services provided.
This requires minimal additional overhead spending or monitoring.

     The same direct marketing capacity the Company offers to contract customers
is used to promote the Company's  frontline revenue  generators.  Impressions on
the high-traffic free sites are recorded and classified in a tailored  database,
which is in itself a  valuable  asset.  The sales  force  then  selectively  and
directly  promotes the appropriate  services to each category of net user. While

                                       14
<PAGE>
the Company's  revenue-earning  services also use the more traditional marketing
methods  employed by their  competitors,  the large base of potential  customers
developed by the Company's  high-traffic  sites should  provide a leverage point
over competition.

     The Company's  marketing plan also relies heavily on  cross-pollination  at
every level of the vertical  integration  program.  The  Company's  products and
services are clustered into compatible groups, each of which will be served by a
single web portal. For example, a Swiftrade customer will immediately be exposed
to the compatible services offered by OIA. The two are combined with an advanced
Reuters  news/data  feed  in the  Company's  Stock  Trading  &  Finance  Portal.
Swiftrade and other services will in turn be promoted at OIA seminars and in OIA
marketing materials.

     OIA video-based  home-study  programs,  which cost $1,995.00 and live 2-day
workshops,  which cost $2,995.00 if the attendee  registers at the live preview,
or $3,995.00 if the  participant  registers  after the fact,  are promoted  both
online and through a traditional  multistage  marketing program.  The multistage
marketing  program  includes direct mail,  radio,  television,  newspaper,  free
"Introduction to Online Investing seminars" via the internet,  and word-of-mouth
incentives  wherein  prior  seminar  attendees are allowed to attend a refresher
workshop at no charge, or extend their subscription to  www.investorstoolbox.com
for six months at no charge if they induce  some other party to register  for an
OIA workshop. This incentive is a $495.00 value. Television commercials are used
to  advertise  OIA's free online  trading  seminars,  and attract  both  two-day
workshop  attendees and home study  candidates.  OIA's brochures and audio tapes
are used to build further interest and customer  loyalty.  The two-day workshops
are OIA's principal revenue generator.

     Those  introduction  seminar  attendees,  who do not  elect to  attend  the
two-day  training   workshops,   are  candidates  for  video-based   educational
materials.    OIA   is   well    positioned   to   continue    providing    both
financial/investment education and services, while developing a growing customer
base for itself, Swiftrade and other compatible products and services.

     Individuals and businesses  interested in doing business in the Pacific Rim
will be drawn to the Pacific Rim business portal at  Dragonasia.com,  where they
will find the Search Dragon search engine, the Dragon Warehouse Store,  Mfinance
and Asian-specific co-branded editions of OIA and Swiftrade.

     The  Company's  web  marketing  and support  services are grouped under the
Logistical Internet Media Essentials (www.limesystems.com) site. These include a
variety  of  services  aimed  at  businesses  developing  a web  presence  and a
compatible  sales support system.  Included are the PINmail free e-mail service,
the  MediaHits  advertising  banner  network,  business  Internet  showrooms (in
cooperation  with  Asia4Sale),  and the database  management,  direct mail,  and
telephone  and  e-mail  customer  service  products  offered  by  the  Company's
ServiceLive and Momentum Direct Internet support  services.  Any customer who is
drawn  to one  service  will  be  immediately  presented  with a wide  range  of
compatible services, with interconnections to the other portals.

     This  cross-pollination will be initiated by grouped exposure of compatible
products.  It will also be aggressively  promoted via the same direct  marketing
system used to facilitate the vertical integration program. At every step of the
process,  tailored  databases  will be  maintained.  Also,  the sales staff will
select  and  present  services  which  are  likely  to  add  customer  value  at
competitive prices.

     The   combination   of   vertical   integration,    diversification,    and
cross-pollination  places the Company in a unique  position among web companies.
It provides a broad enough base to withstand  competition,  a mechanism by which
the growth of any one  component can be quickly  capitalized  upon by others and
the capacity to rapidly and flexibly  adapt to changing  market  conditions.  By
presenting  customers with compatible packages of useful,  value-oriented  goods
and services, the Company enhances its own revenue-generating capabilities.

                                       15
<PAGE>
     (2) Distribution methods of the products or services.

     Management will seek out and  investigate  business  opportunities  through
every reasonably available fashion, including personal contacts,  professionals,
securities broker dealers,  venture capital personnel,  members of the financial
community and others who may present unsolicited proposals. Strategic Alliances

     The Company will continue to seek high-profile,  interrelated  companies as
strategic  business partners to enter new markets or territories.  On August 18,
1999,   the   Company's   subsidiary   OIA  entered  into  an   agreement   with
"investorweb.com"  of Melbourne,  Australia,  to be  represented by Investor Web
under its license with the Australia Securities and Investment  Commission,  and
incorporate  investorweb's  financial website into OIA's workshops in Australia.
Investorweb.com  has  the  requisite  license  for an  Internet-based  financial
services  provider in Australia.  This allows OIA to legally conduct business in
Australia.

     (3) Status of any publicly announced new product or services.

     As of the  date of  this  registration  statement,  all  new  products  and
services discussed herein have been launched.

     Acquisition  of Momentum  Internet and Momentum  Asia - On October 28, 1998
the  Company  announced  the  completion  of its  first  two  acquisitions,  the
acquisition  of  Momentum  Internet a  diversified  Internet  services  firm and
Momentum  Asia,  a provider  of graphic  design,  prepress,  printing,  database
management and direct mail services in the Philippines.

     Swiftrade - On February 2, 1999, the Company announced that its subsidiary,
Momentum  Internet  Incorporated,  launched their "Plus and Play" online trading
software, a program designed to allow brokerage houses around the world to offer
secure  online stock  trading.  The program was  developed to work in almost any
market with brokerage firms through their own websites and under their own brand
names,  or through the  Swiftrade  website  operated by Momentum  Internet.  The
program has been contracted for use by brokerages in Hong Kong and the U.K.

     Opening  of  Manila  Office  - On  February  25,  1999,  Momentum  Internet
announced  that  it  opened  a new  Internet  development  facility  in  Manila,
Philippines,  in  order  to  access  a  large  pool  of  local,  well  educated,
technically  skilled design and marketing talent. The focus of the Manila office
is the  development  of Internet  platforms  for global  online stock  treading,
web-based   e-mail   applications,   online  auction  and  barter  software  and
international financial news delivery systems.

     Acquisition of Asia4sale and launch of Asian  e-Commerce  Portal - On March
24,  1999,  the Company  announced  the launch of an Asian  oriented  e-commerce
portal Asia4sale, through the acquisition of Asia4sale.com,  Ltd. Asia4sale is a
three-part  e-commerce  facility which caters to the global market offering home
shopping, industrial auctions and business barter.

     Intention  to Offer Free E-Mail to all  Websites - On March 29,  1999,  the
Company  announced  that it plans to  provide  an e-mail  service  free to every
website  on the  Internet.  The new  system is based on the  Company's  existing
e-mail  program,  PINmail,  which is offered  through  its  subsidiary  Momentum
Internet.  The new PINmail  service is intended to give all websites the ability
to offer web-based  e-mail,  from their pages, in the same manner as major sites
like Netscape and Yahoo!, free of charge to webmasters and users.

                                       16
<PAGE>
     ServiceLive.com - On April 1, 1999, the Company announced the launch of its
new  Internet  customer  service  program,  ServiceLive,  a 24-hour  e-mail  and
telephone  response  center,  developed by the Company in the  Philippines.  The
service is being offered on a contract basis to Internet companies worldwide.

     Acquisition  of Online  Investors  Advantage  Inc. - On April 8, 1999,  the
Company  announced the acquisition of Online Investors  Advantage,  Inc., a Utah
based  company  ("OIA")  specializing  in online  stock  trading  education  and
training. OIA teaches investors who wish to trade securities by computer, how to
access  and use the  tools  available  on the  Internet  for  optimum  investing
results.

     Approval by London Stock  Exchange of  Swiftrade - On April 14,  1999,  the
Company  announced  that the London Stock  Exchange  gave  approval for its live
stock price feed to be made  available  through  the  Company's  online  trading
system, Swiftrade.

     Investors  Toolbox  - On May 27,  1999,  the  Company  announced  that  its
subsidiary,  OIA  launched  a  comprehensive  financial  website,  developed  by
Telescan, Inc., for the exclusive use of OIA's students and graduates. Investors
Toolbox  offers an in-depth range of financial  information  and tools which are
available  on the web and was  created  by  Telescan  for the  exclusive  use of
individuals who complete OIA's workshops.

     Agreement  with  First  Ecom  and  Bank  of  Bermuda  - On July  23,  1999,
Asia4sale,  a subsidiary of the Company  announced  that it reached an agreement
with First Ecom to handle its multi-currency  credit card web processing.  First
Ecom operating  under a license from the Bank of Bermuda will be able to process
MasterCard  and Visa Card  payments  for the purchase of goods and services in a
variety of major currencies.

     Global Launch of Online Investing Education Seminars - On July 29, 1999 the
Company  announced  that OIA, was  launching its Online  investing  seminars and
workshops in  Australia  and New Zealand.  OIA held  workshops in Melbourne  and
Sydney,  Australia,  in August and in Auckland and Wellington,  New Zealand,  in
August and September 1999.

     Free E-mail  Service for All Websites  Available - On August 11, 1999,  the
Company  announced  that Momentum  Internet  launched its new service which will
provide free e-mail to webmaster and users.  This new service will give websites
the ability to offer  web-based  e-mail from their web pages.  In return for the
free service each website will carry banner ads on the e-mail pages,  which will
be hosted  and  controlled  from the  Company's  recently  upgraded  servers  in
California.

     Receipt of Purchase  Bid for  Asia4Sale - On August 31,  1999,  the Company
announced that it had received and is considering a proposal for the purchase of
Asia4sale.com, a subsidiary of the Company. In December 1999, Asia4sale was sold
to Internet Ventures Ltd. (IVL) for $5,000,000 cash and 300,000 shares of IVL.


                                       17
<PAGE>
     (4) Competitive business conditions and the Company's  competitive position
in the industry and methods of competition.

     There are hundreds of thousands of companies  that are engaged in endeavors
similar  to  those  engaged  in by the  Company;  many of these  companies  have
substantial current assets and cash reserves. Competitors also include thousands
of  other  publicly  held  companies  whose  business   operations  have  proven
unsuccessful,  and whose only viable business opportunity is that of providing a
publicly  held  vehicle  through  which a private  entity may have access to the
public capital  markets.  There is no reasonable way to predict the  competitive
position of the Company or any other  entity in these  endeavors;  however,  the
Company  will no doubt,  be at a  competitive  disadvantage  in  competing  with
entities which have recently  completed IPO's,  have significant cash resources,
and  have  operating  histories  when  compared  with  the  lack of  substantive
operations.

     (5)  Sources  and  availability  of raw  materials  and names of  principal
suppliers.

     The Company does not utilize any specialized  raw materials.  All necessary
required materials,  if any, are readily available.  The Company is not aware of
any  existing  or future  problem  that will  materially  affect  the source and
availability of any materials which would be required by the Company.

     (6) Dependence on one or a few major customers.

     The Company  believes  that the  diversity  of the  products  and  services
offered alleviates the dependence on any customer. Through the widespread use of
the  Company's  and its  subsidiaries'  products and  services,  in  multimedia,
electronic commerce,  publishing,  Internet and other developing industries, the
Company will develop a wide base of customers.  However, one customer, Portfolio
Oil & Gas accounted for approximately 26% of the Company's revenues for the year
ended December 31, 1998. Another customer,  Torquay Associates,  Ltd., accounted
for  approximately  24% of the  Company's net sales in 1998. No customer is 1999
accounts for more than 10% of the net sales.  Both of these customers  purchased
graphic  design,  writing,  database  management,  direct  marketing  and e-mail
customer services from the Company

     (7)  Patents,  trademarks,   license,  franchises,   concessions,   royalty
agreements or labor contracts.

                       PATENTS, COPYRIGHTS AND TRADEMARKS
                       -----------------------------------

     Neither  the  Company  nor  any of its  subsidiaries  presently  holds  any
patents,  copyrights or trademarks for their products or services offered or the
names under which they operate.  However,  the Company and its  subsidiaries are
currently in the process of seeking  copyright and  trademark  protection of its
trade names and website addresses.

                         LICENSES AND ROYALTY AGREEMENTS
                        --------------------------------

     The Company  has entered  into  license  and  royalty  agreements  with the
following entities:

     On April 18, 1997 the Company, as the assignee,  entered into an Assignment
of License Agreement with Katori Consultants,  Ltd., a British Virgin Island, as
the assignor,  under which Katori assigned all of its rights and interest in the
License  Agreement  dated April 17, 1997,  between  Katori and FFI (now known as

                                       18
<PAGE>
Bevex,  Inc.).  Bevex is the developer and manufacturer of a patented  in-store,
self service pressure fill, mini bottling unit (the "Beverage Center"). Pursuant
to the terms of the  License,  the  Company  obtained  the  rights to be Bevex's
distributor for the Beverage Centers and optional equipment  associated with the
Beverage  Centers on an  exclusive  basis in the  United  States.  These  rights
include the placement,  service, repair, marketing and promotion of the Beverage
Centers.  Copies  of the  License  Agreement  between  Katori  and Bevex and the
Assignment  of License  Agreement  between  Katori and the Company are  attached
hereto and incorporated herein by this reference. See Exhibit Index, Part III.

                                OTHER AGREEMENTS
                                ----------------

     The Company has entered into the following agreements:

     On March 29,  1999,  Asia4sale  entered  into an  agreement  with Hong Kong
Telecom  IMS (now  known as Cable &  Wireless  HKT  ("HKT").  HKT  provided,  in
consideration  of a  payment  by  Asia4Sale  to  HKT of  the  sum  of  HK$34,200
(approximately  US$4,685),  a basic program to enable Asia4Sale to recruit store
owners  and  provide  its  members  with  virtual  storefronts  and  unique  URL
addresses.  This basic  program  has since been  enhanced  by  programmers  from
Momentum  Internet.  HKT will promote the on-line shopping to subscribers of the
their  Netvigator  service.  Netvigator is the Internet  portal operated by HKT.
Under the terms of the  agreement  Asia4Sale  will pay HKT a commission of three
percent  (3 %) of all  sales  made  by  Netvigator  subscribers.  A copy  of the
agreement with HKT is attached hereto and incorporated herein by this reference.
See Exhibit Index, Part III.

     On April 1, 1999,  Momentum  Internet  entered into a Consulting  Agreement
with  Hays  Business   Systems  ("Hays")  under  which  Hays  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.  Momentum  Internet shall pay Hays a monthly  service fee US$2,000
per month from April 1, 1999,  forward  unless the  agreement is  terminated  by
either party on one-month  written notice.  A copy of the Agreement with Hays is
attached hereto and  incorporated  herein by this reference.  See Exhibit Index,
Part III.

     On April 22,  1999,  Momentum  Internet  entered  into a  Reuters  Investor
Distribution  Agreement with Reuters On-Line S.A. ("Reuters On-line") of Geneva,
Switzerland,  under  which  Momentum  Internet  would have access to the Reuters
Investor Service, which includes without limitation,  certain news, information,
database, stock and securities market information and general company, political
sports and market information compiled and developed by Reuters Online. Momentum
Internet's  information service users and subscribers to its various sites (i.e.
Swiftrade, etc.) would have the right to access and view such content. Under the
terms of the agreement, Momentum Internet shall pay access fees equal to US$9.60
per Access ID (i.e.  User or  Subscriber  of Momentum  Internet who accesses the
site),  with a  minimum  month  payment  of  US$9,000  per  calendar  month.  In
additional  Momentum  Internet  shall pay a start up charge of  HK$14,000  (i.e.
approximately  US$1,900).  A copy of the Reuters Investor Distribution Agreement
is attached hereto and incorporated herein by this reference. See Exhibit Index,
Part III.

     On May 1, 1997, Momentum Asia entered into a Loan Agreement with Touchstone
Transport  Services,  Inc., a Philippines  corporation under which Momentum Asia
made a loan of US$250,000) to Touchstone.  Said loan is secured by a Real Estate
Mortgage  against  certain  real  property  located  in the  City  of  Olongapo,
Philippines.  The loan accrues interest of five percent (5.0%) per annum payable
at the end of each year. The loan has a maturity date of five (5) years from the

                                       19
<PAGE>
date of the loan. After the first anniversary date of the loan, the principal of
the loan or fifty percent (50%) of the appraised  value of the property which is
the  security  for said loan shall be due and  payable on demand.  Based on this
demand provision and the value of the property  securing said loan Momentum Asia
determined  that the loan was a good use of the cash resources of Momentum Asia.
On August 20, 1999, Momentum Asia agreed to extend the loan repayment date by an
additional  ten years,  and  consented  to the real  estate  being  leased to an
outside developer.  The borrower agreed to pay Momentum Asia,  US$75,000 for the
extension  and consent by September 30, 1999.  Copies of the Loan  Agreement and
Real  Estate  Mortgage  are  attached  hereto  and  incorporated  herein by this
reference. See Exhibit Index, Part III.

     On May 3, 1999,  Momentum  Internet  entered into a Market Datafeed Service
Agreement  with  Stock  Exchange   Information   Services  Limited  ("SEIS"),  a
wholly-owned  subsidiary of the Stock Exchange of Hong Kong Limited, under which
SEIS  granted  to  Momentum  Internet  a  non-exclusive  license  to  use  stock
information compiled by The Stock Exchange of Hong Kong or SEIS, through Reuters
Hong Kong Limited ("Reuters HK") for the onward transmission of said information
to subscribers of Momentum Internet's  information services.  Under the terms of
the agreement,  Momentum Internet shall pay a standard minimum subscriber fee of
no less than  HK$6,000  (i.e.  approximately  US$820)  per month,  along with an
annual  port  Fee of no  less  than  HK$24,000  (i.e.  approximately  US$3,280).
Momentum Internet has paid a deposit to SEIS in the amount of HK$200,000 (approx
US$25,870).  A copy of the Market Datafeed Service  Agreement is attached hereto
and incorporated herein by this reference. See Exhibit Index, Part III.

     On May 18, 1999,  Momentum  Internet entered into an Agreement with Options
Direct (Europe),  a stock broker duly licensed under the laws of England,  under
which Momentum Internet would provide Internet connectivity,  technical support,
design and  construction  of Option's  Direct web pages to be hosted on Momentum
Internet's Swiftrade websites.  Momentum Internet will also host Option's Direct
trading and portfolio  management software on Swiftrade's  website.  The term of
this  agreement  is for a period  of five (5)  years.  As  compensation  for the
services to be provided by Momentum  Internet,  Options Direct agrees to pay 15%
of the gross commissions earned by Options Direct arising directly or indirectly
from the utilization of the services  developed by Momentum Internet for Options
Direct for the first 50 trades per trading day, and 25% of the gross commissions
earned by Options Direct on trades over 50 per day. A copy of the Agreement with
Options Direct is attached hereto and incorporated herein by this reference. See
Exhibit Index, Part III.

     On June 25, 1999,  Asia4sale  entered  into an Agreement  with Karrex (Hong
Kong)  Ltd.,  a Hong Kong  corporation  in the  business  of sales of Music CDs,
worldwide,  exclusive of North America.  Under the terms of the agreement Karrex
will supply music  products to Asia4sale for the sale and  distribution  of said
goods through its e-commerce  interactive  website. A copy of the Agreement with
Karrex is attached hereto and incorporated herein by this reference. See Exhibit
Index, Part III.

     On June 29, 1999 Momentum  Internet  entered into an Agreement  with United
Mok Ying Kie  Limited  ("UMYK"),  a broker and  registered  dealer in Hong Kong,
under which Momentum Internet would provide Internet technical  support,  design
and construction of UMYK's web pages on Momentum Internet's  Swiftrade websites,
as well as the  hosting  of UMYK's web pages on the  Internet.  The term of this
agreement is for a period of five (5) years. As compensation for the services to
be  provided  by  Momentum  Internet,  UMYK  agrees  to pay  40%  of  the  gross
commissions  earned by UMYK arising  directly or indirectly from the utilization
of the services developed by Momentum Internet for UMYK. A copy of the Agreement
with United Mok Ying Kie Limited is attached hereto and  incorporated  herein by
this reference. See Exhibit Index, Part III.

     On June 30, 1998,  Momentum Asia entered into a Subscribers  Agreement with
Torquay Associates Ltd., a direct marketing consulting firm with offices in Hong
Kong,  Thailand and the U.K.,  under which Momentum Asia will provide 540 square
meters of office  space,  along with  furniture,  equipment,  computer  network,

                                       20
<PAGE>
database software,  telecommunications,  Internet service,  mailing services and
employees as required by and for Torquay's business operations.  The term of the
agreement is for a period from June 30, 1998,  through June 30, 2003.  Under the
terms of this  agreement,  Torquay  shall pay Momentum  Asia  US$20,000  payable
monthly.  A copy of the Subscribers  Agreement with Torquay  Associates Ltd., is
attached hereto and  incorporated  herein by this reference.  See Exhibit Index,
Part III.

     On June 30, 1999,  Momentum  Internet entered into a Services Contract with
Reuters Hong Kong Limited  ("Reuters  HK"),  under which Reuters HK will provide
stock,  futures and commodities  information to Momentum Internet for the onward
transmission  of  said   information  to  subscribers  of  Momentum   Internet's
information services. A copy of the Reuters Services Contract is attached hereto
and incorporated herein by this reference. See Exhibit Index, Part III.

     On July,  1999,  Swiftrade  entered into an Online Stock Trading  Agreement
with WdoT.rade,  Inc., a division of West American Securities Corporation ("West
America"), a registered broker-dealer and member of the NASD. Under the terms of
the agreement  Swiftrade will design, host and manage a website for WdoT.rade as
an online trading portal to provide international  investors with 24-hour direct
access  to  the  United   States   Securities   market   through  West  America.
WdoT.rade/West  America  shall pay  Swiftrade a referral  fee of $40 per account
opened through the services and facilities provided by Swiftrade.  A copy of the
Online Stock Trading  Agreement is attached  hereto and  incorporated  herein by
this reference. See Exhibit Index, Part III.

     (8) Need for Government approval.

     With the exception of the requirement that the Company and its subsidiaries
be registered or qualified to do business in the States and foreign countries in
which they will do business,  the products and services  provided through use of
the  Company's  technology  are  not  subject  to  approval  of  any  government
regulation.

     (9)  Effect  of  existing  or  probable  governmental  regulations  on  the
business.

     The Company has voluntarily filed this Registration Statement on Form 10-SB
in  order  to  register  its  common  stock  pursuant  to  Section  12(g) of the
Securities Exchange Act of 1934.

     As a result of the  effectiveness  of its  Registration  Statement  on Form
10-SB, the Company shall be subject to Regulation 14A of the Securities Exchange
Act of 1934, as amended (the "1934 Act"),  which regulates proxy  solicitations.
Section 14(a)  requires all companies  with  securities  registered  pursuant to
Section 12(g) thereof to comply with the rules and regulations of the Commission
regarding proxy solicitations,  as outlined in Regulation 14A. Matters submitted
to  stockholders  of the  Company  at a special  or annual  meeting  thereof  or
pursuant  to  a  written  consent  will  require  the  Company  to  provide  its
stockholders with the information outlined in Schedules 14A or 14C of Regulation
14;  preliminary  copies of this information must be submitted to the Commission
at least 10 days prior to the date that  definitive  copies of this  information
are forwarded to stockholders.

     The Company will also be required to file annual reports on Form 10-KSB and
quarterly  reports on Form 10-QSB with the  Commission on a regular  basis,  and
will be required to timely disclose  certain events (e.g.,  changes in corporate
control;  acquisitions or  dispositions of a significant  amount of assets other
than in the ordinary course of business;  and bankruptcy) in a Current Report on
Form 8-K.

     The Company's Management believes that it is in the Company's best interest
to become subject to the periodic reporting  requirements as set forth above, in
order to provide a mechanism  for the  disclosure  and  publication  of material

                                       21
<PAGE>
information  about the Company and its financial  condition to its  shareholders
and the financial community.  In the event that the Company's obligation to file
periodic  reports is  suspended  under the  Securities  Exchange  Act, it is the
intention of the Company to continue to voluntarily file period reports as if so
required to do so.

     Management  believes  that these  reporting  obligations  will increase the
Company's  annual legal and accounting  costs,  but it is expected that revenues
will be sufficient to meet these costs.

     The  Company  is not aware of any  other  governmental  regulations  now in
existence  or that may  arise in the  future  that  would  have an effect on the
business of the Company.

     In  the  recent  years  Federal  and  State   securities  laws,  rules  and
regulations  have made the  participation  in or the  conducting  of an  Initial
Public Offering ("IPO") substantially easier for certain small and developmental
stage companies,  reducing the time constraints  previously involved,  the legal
and accounting  costs and the financial  periods  required to be included in the
financial  statements.  The  integrated  disclosure  system  for small  business
issuers  adopted by the  Securities  and  Exchange  Commission  in  Release  No.
34-30968  and  effective  as of August  13,  1992,  substantially  modified  the
information and financial  requirements of a "Small Business Issuer," defined to
be an issuer that has revenues of less than $25  million;  is a U.S. or Canadian
issuer; is not an investment  company;  and if a majority owned subsidiary,  the
parent is also a small business issuer;  provided,  however,  an entity is not a
small business  issuer if it has a public float (the  aggregate  market value of
the issuer's  outstanding  securities held by  non-affiliates) of $25 million or
more.


     The Securities and Exchange  Commission,  state securities  commissions and
the North American Securities Administrators  Association,  Inc., ("NASAA") have
expressed an interest in adopting policies that will streamline the registration
process  and make it easier for a small  business  issuer to have  access to the
public capital  markets.  The present laws,  rules and  regulations  designed to
promote  availability for the small business issuer to these capital markets and
similar  laws,  rules and  regulations  that may be  adopted  in the  future may
substantially limit the demand for companies like the Company.

     (10)  Estimate of the amount spent during each of the last two fiscal years
on research and development activities.

     Research and Development ("R&D") costs approximated $73,062 and $33,657 for
each of the  years  1999 and 1998,  respectively.  In some  cases (as  described
above),  customer  contracts  require  direct  payment  for  specific  design of
websites.  In general,  R&D activities will be recovered through the application
of a burden rate to all quotes.

     (11) Costs and effects of  compliance  with  environmental  laws  (Federal,
State and Local)

     The Company does not plan to manufacture the products that are derived from
the application and use of its technology.  The Company does not feel that it is
effected  by any rules  which  have  been  enacted  or  adopted  regulating  the
discharge of material into the environment.  However,  environmental laws, rules
and regulations may have an adverse effect on any business venture viewed by the
Company as an attractive  acquisition,  reorganization or merger candidate,  and
these factors may further limit the number of potential  candidates available to
the Company for acquisition, reorganization or merger.

                                       22
<PAGE>
     (12) Number of total employees and number of full time employees.

     At the present time the Company and its subsidiaries  cumulatively employ a
total of 91  persons  of  which 60 are full  time  employees.  These  full  time
employees  include,  but are not limited to, D. Scott Elder,  Ross,  W. Jardine,
Allen D. Hardman and Anthony  Tobin,  who are also officers and directors of the
Company.

     RISK FACTORS
     ------------

     Consideration should be given to the risks described below before making an
investment decision in the company. The risks and uncertainties  described below
are not the only ones facing the company and there may be additional  risks that
are not presently known or are currently deem immaterial. All of these risks may
impair business operations.

     Forward Looking Statements.  When used in this Registration Statement,  the
words or phrases "will likely  result," "are expected to," "will  continue," "is
anticipated,"  "estimate," "projected",  "intends to" or similar expressions are
intended  to  identify  "forward-looking  statements"  within the meaning of the
Private Securities Litigation Reform Act. Such statements are subject to certain
risks and  uncertainties,  including  but not  limited  to,  market  conditions,
competition,  factors  affecting the  Company's  ability to implement its growth
strategy,  the  Company's  dependence  on  future  financing,   fluctuations  in
operating   results,   the  Company's  ability  to  sustain  levels  of  growth,
diversification of the Company's  business,  contingent risks, state and federal
regulation and licensing  requirements,  and  environmental  concerns that could
cause the Company's  actual results to differ  materially  from those  presently
anticipated or projected.  Such factors,  which are discussed in "Risk Factors,"
"Business," and "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the notes to consolidated financial statements, could
affect the Company's financial  performance and could cause the Company's actual
results for future periods to differ  materially from any opinions or statements
expressed with respect to future periods in this  Registration  Statement.  As a
result,  all  parties  are  cautioned  not to place  undue  reliance on any such
forward-looking statements,  which speak only as of the date made. The Company's
independent   accountants   have  not  examined  or  compiled  the  accompanying
forward-looking  statements and, accordingly,  do not provide any assurance with
respect to such statements.

     The  Company's  present and  proposed  business  operations  will be highly
speculative  and  subject  to the same  types of  risks  inherent  in any new or
unproven venture,  as well as risk factors particular to the industries in which
it will  operate,  and will  include,  among other  things,  those types of risk
factors outlined below.

     In any  business  venture,  there are  substantial  risks  specific  to the
particular enterprise which cannot be ascertained until a potential acquisition,
reorganization or merger candidate has been identified;  however,  at a minimum,
the  Company's  present  and  proposed   business   operations  will  be  highly
speculative  and  subject  to the same  types of  risks  inherent  in any new or
unproven venture, and will include those types of risk factors outlined below.

     RISK OF "PENNY STOCK." The Company's common stock may, at some future time,
be deemed to be "penny  stock"  as that term is  defined  in Rule  3a51-1 of the
Exchange Act of 1934. Penny stocks are stocks (i) with a price of less than five
dollars per share; (ii) that are not traded on a "recognized" national exchange;
(iii)  whose  prices  are not quoted on the NASDAQ  automated  quotation  system
(NASDAQ-listed  stocks must still meet  requirement  (i)  above);  or (iv) of an
issuer with net tangible assets less than  US$2,000,000  (if the issuer has been
in  continuous  operation  for at least  three  years)  or  US$5,000,000  (if in
continuous operation for less than three years), or with average annual revenues
of less than  US$6,000,000 for the last three years.

                                       23
<PAGE>
     A principal  exclusion  from the  definition  of a penny stock is an equity
security that has a price of five dollars ($5.00) of more,  excluding any broker
or dealer commissions, markups or markdowns. As of the date of this Registration
Statement  the  Company's  common stock has a price in excess of $5.00 and would
not be deemed a penny stock.

     If the Company's Common Stock were deemed a penny stock,  section 15(g) and
Rule 3a51-1 of the Exchange Act of 1934 would require  broker-dealers dealing in
the  Company's  Common  Stock to  provide  potential  investors  with a document
disclosing  the risks of penny stocks and to obtain a manually  signed and dated
written  receipt of the document  before  effecting any  transaction  in a penny
stock for the investor's  account.  Potential  investors in the Company's common
stock are urged to obtain and read such disclosure  carefully before  purchasing
any shares that are deemed to be "penny stock."

     Moreover,  Rule  15g-9  of the  Exchange  Act of 1934  Commission  requires
broker-dealers  in penny  stocks to  approve  the  account of any  investor  for
transactions  in such stocks  before  selling any penny stock to that  investor.
This  procedure  requires  the  broker-dealer  to (i) obtain  from the  investor
information concerning his or her financial situation, investment experience and
investment  objectives;  (ii) reasonably  determine,  based on that information,
that  transactions  in penny  stocks are  suitable for the investor and that the
investor has sufficient  knowledge and experience as to be reasonably capable of
evaluating  the risks of penny stock  transactions;  (iii)  provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the  determination  in (ii) above;  and (iv)  receive a signed and dated copy of
such statement  from the investor,  confirming  that it accurately  reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these  requirements  may make it more difficult for investors in
the  Company's  common  stock to  resell  their  shares to third  parties  or to
otherwise dispose of them.

     COMPETITION.  There are numerous corporations,  firms and individuals which
are engaged in the type of business activities in which the Company is presently
engaged.  Many of those entities are more experienced and possess  substantially
greater  financial,  technical and personnel  resources  than the Company or its
subsidiaries.  Many of the Company's competitors have longer operating histories
and significantly  greater financial,  technical,  marketing and other resources
than the Company. In addition,  many of the Company's  competitors offer a wider
range of services and financial products than the Company,  and thus may be able
to respond  more  quickly to new or  changing  opportunities,  technologies  and
customer requirements.  Many of the Company's competitors also have greater name
recognition and larger  customer bases that could be leveraged,  thereby gaining
market  share from the Company.  Such  competitors  may conduct  more  extensive
promotional activities and offer better terms and lower prices to customers than
the Company can.  Moreover,  certain  competitors have  established  cooperative
relationships  among  themselves or with third parties to enhance their services
and  products.  Accordingly,  it is possible that new  competitors  or alliances
among existing  competitors may significantly reduce the Company's market share.
General financial  success within the securities  industry over the past several
years has  strengthened  existing  competitors.  The Company  believes that such
success will continue to attract new competitors to the industry, such as banks,
software  development  companies,   insurance  companies,  providers  of  online
financial and information  services and others,  as such companies  expand their
product lines. The current trend toward  consolidation in the commercial banking
industry  could  further  increase  competition  in all aspects of our business.
While the Company  cannot  predict the type and extent of  competitive  services
that commercial banks and other financial institutions  ultimately may offer, or
whether  legislative  barriers  will be  modified,  the Company may be adversely
affected  by such  competition  or  legislation.  To the  extent  the  Company's
competitors are able to attract and retain customers based on the convenience of
one-stop shopping,  the Company's business or ability to grow could be adversely
affected.  In many instances,  the Company is competing with such  organizations

                                       24
<PAGE>
for the same customers. In addition,  competition among financial services firms
exists for experienced technical and other personnel.  There can be no assurance
that the  Company  will be able to compete  effectively  with  current or future
competitors or that such  competition will not have a material adverse effect on
the Company's  business,  financial  condition and operating results.  While the
Company hopes to be competitive  with other similar  companies,  there can be no
assurance that such will be the case.

     VOLATILE MARKET FOR COMMON STOCK.  The Company's  common stock is quoted on
the OTC Bulletin Board of the National  Association of Securities Dealers,  Inc.
(the "NASD") under the symbol  "ZSUN." The market price of the Company's  Common
Stock has been and is likely to  continue to be highly  volatile  and subject to
wide  fluctuations  due to  various  factors,  many of which may be  beyond  the
Company's  control,  including:   quarterly  variations  in  operating  results;
announcements of technological innovations or new software, services or products
by the  Company or its  competitors;  and  changes in  financial  estimates  and
recommendations by securities analysts. In addition, there have been large price
and volume  fluctuations  in the stock  market  which have  affected  the market
prices of securities of many technology and services companies,  often unrelated
to the operating performance of such companies. These broad market fluctuations,
as well as general economic and political  conditions,  may adversely affect the
market price of the  Company's  common  stock.  In the past,  volatility  in the
market price of a company's  securities has often led to securities class action
litigation.  Such litigation  could result in substantial  costs and aversion of
the  Company's  attention  and  resources,  which could have a material  adverse
effect on the Company's business, financial condition and operating results.

     DEPENDENCE ON KEY EMPLOYEES. Historically, the Company and its subsidiaries
have been heavily  dependent on the ability of D. Scott Elder,  Ross W. Jardine,
Anthony Tobin, Eric Montandon,  Allen D. Hardman,  Scott Harris, David McCoy and
Peter  Graham  Daley,   who  contribute   essential   technical  and  management
experience.  In  the  event  of  future  growth  in  administration,  marketing,
manufacturing and customer support  functions,  the Company may have to increase
the depth and  experience  of its  management  team by adding new  members.  The
Company's success will depend to a large degree upon the active participation of
its key officers and employees.  Loss of services of any of the current officers
and directors  could have a significant  adverse  effect on the  operations  and
prospects  of the  Company.  There can be no  assurance  that it will be able to
employ  qualified  persons on acceptable  terms to replace  officers that become
unavailable.

     DISCRETIONARY  USE OF PROCEEDS.  Because of management's  broad  discretion
with respect to the acquisition of assets, property or business, the Company may
be deemed to be a growth oriented company.  Although management intends to apply
substantially  all of the proceeds  that it may receive  through the issuance of
stock or debt to suitable  acquisitions.  such  proceeds  will not  otherwise be
designated for any more specific  purpose.  The Company can provide no assurance
that any  allocation  of such  proceeds  will allow it to achieve  its  business
objectives.

     UNASCERTAINABLE RISKS ASSOCIATED WITH POTENTIAL FUTURE ACQUIRED BUSINESSES.
To the  extent  that the  Company  may  acquire  a  business  in a highly  risky
industry,  the Company  will become  subject to those risks.  Similarly,  if the
Company  acquires a financially  unstable  business or a business that is in the
early stages of  development,  the Company  will become  subject to the numerous
risks to which such  businesses  are  subject.  Although  management  intends to
consider the risks  inherent in any industry and business in which it may become
involved, there can be no assurance that it will correctly assess such risks.

     RISKS ASSOCIATED WITH ACQUISITIONS,  STRATEGIC  RELATIONSHIPS.  The Company
may acquire  other  companies  or  technologies  in the future,  and the Company
regularly  evaluates such  opportunities.  Acquisitions  entail  numerous risks,
including: difficulties in the assimilation of acquired operations and products;
diversion of management's  attention from other business concerns;  amortization
of acquired  intangible  assets; and potential loss of key employees of acquired
companies.   The  Company  has  limited  experience  in  assimilating   acquired

                                       25
<PAGE>
organizations into our operations. No assurance can be given as to the Company's
ability  to  integrate  successfully  any  operations,  personnel,  services  or
products  that  might  be  acquired  in  the  future.  Failure  to  successfully
assimilate  acquired  organizations  could have a material adverse effect on the
Company's business,  financial condition and operating results.  The Company has
established a number of strategic relationships with online and Internet service
providers  and  software  and  information  service  providers.  There can be no
assurance that any such  relationships  will be maintained,  or that if they are
maintained, they will be successful or profitable. Additionally, the Company may
not  develop any new such  relationships  in the  future.  Due to the  foregoing
factors, quarterly revenues and operating results are difficult to forecast. The
Company believes that  period-to-period  comparisons of the Company's  operating
results will not  necessarily  be meaningful  and you should not rely on them as
any indication of future  performance.  The Company's future quarterly operating
results may not  consistently  meet the  expectations of securities  analysts or
investors,  which in turn may have an adverse  effect on the market price of the
Company's Common Stock. Additionally, to the extent that the Company may acquire
a business in a highly risky industry,  the Company will become subject to those
risks.  Similarly,  if the Company acquires a financially unstable business or a
business  that is in the early  stages of  development,  the Company will become
subject to the numerous  risks to which such  businesses  are subject.  Although
management  intends to consider the risks  inherent in any industry and business
in  which  it may  become  involved,  there  can be no  assurance  that  it will
correctly assess such risks.

     UNCERTAIN  STRUCTURE  OF  FUTURE   ACQUISITIONS.   Management  has  had  no
preliminary  contact or discussions  regarding,  and there are no current plans,
proposals or  arrangements  to acquire any other  specific  assets,  property or
business.  Accordingly,  it is unclear whether such any such  acquisition  would
take the form of an exchange of capital stock, a merger or an asset acquisition.

     CONFLICTS OF INTEREST; RELATED PARTY TRANSACTIONS. Although the Company has
not identified  any new potential  acquisition  targets and management  does not
believe there is any "present potential" for such transactions,  the possibility
exists that the Company may acquire or merge with a business or company in which
the  Company's  executive  officers,  directors,   beneficial  owners  or  their
affiliates  may have an ownership  interest.  Although there is no formal bylaw,
stockholder resolution or agreement authorizing any such transaction,  corporate
policy does not forbid it and such a transaction  may occur if management  deems
it to be in the  best  interests  of the  Company  and its  stockholders,  after
consideration  of the above  referenced  factors.  A transaction  of this nature
would present a conflict of interest to those parties with a managerial position
and/or an ownership  interest in both the Company and the acquired  entity,  and
may compromise management's fiduciary duties to the Company's  stockholders.  An
independent  appraisal of the acquired company may or may not be obtained in the
event  a  related  party  transaction  is  contemplated.   Furthermore,  because
management  and/or  beneficial  owners  of the  Company's  common  stock  may be
eligible  for  finder's  fees  or  other   compensation   related  to  potential
acquisitions  by  the  Company,   such  compensation  may  become  a  factor  in
negotiations  regarding  such  potential  acquisitions.   It  is  the  Company's
intention  that all  future  transactions  be  entered  into on such terms as if
negotiated at arms length, unless the Company is able to received more favorable
terms from a related party.

     RISKS  ASSOCIATED WITH SYSTEM  FAILURES.  Many of the services and products
offered by the Company  and its  subsidiaries  are  through  and over  Internet,
online service  providers and touch-tone  telephone.  Thus, the Company  depends
heavily on the integrity of the  electronic  systems  supporting  this activity,
including the Company's  internal software  programs and computer  systems.  The



                                       26
<PAGE>
company's  systems  or any other  systems of third  parties  whom the we utilize
could  slow down  significantly  or fail for a  variety  of  reasons  including:
undetected  errors in the  Company 's  internal  software  programs  or computer
systems;  the  Company's  inability  to  effectively  resolve  any errors in the
Company's internal software programs or computer systems once they are detected;
or heavy stress  placed on the  Company's  system  during  certain peak hours of
usage of either the Company's own or its third party  provider  systems.  If the
Company's  systems or any other  systems  which the Company  relies on slow down
significantly  or fail even for a short  time,  the  Company's  customers  would
suffer delays and  dissatisfaction.  The Company could experience  future system
failures  and  degradations.  The Company  could  experience a number of adverse
consequences  as a  result  of  these  systems  failures  including  the loss of
existing  customers and the inability to attract or retain new customers.  There
can be no  assurance  that the  Company 's network  structure  or those of third
party  service  providers  will operate  appropriately  in any of the  following
events: subsystem,  component or software failure; a power or telecommunications
failure;  human error; an earthquake,  fire or other natural disaster; or an act
of God or war. There can be no assurance that in any such event, we will be able
to prevent an extended systems failure. Any such systems failure that interrupts
the Company's  operations  could have a material adverse effect on the Company's
business, financial condition and operating results.

     RISKS  ASSOCIATED  WITH  ENCRYPTION  TECHNOLOGY.  A significant  barrier to
online  commerce is the secure  transmission of  confidential  information  over
public networks. The Company rely on encryption and authentication technology to
provide  secure  transmission  of  confidential  information.  There  can  be no
assurance  that  advances in computer  and  cryptography  capabilities  or other
developments   will  not  result  in  a  compromise   of  the   encryption   and
authentication  technology we use to protect customer  transaction  data. If any
such  compromise  of the  Company  's  security  were to occur,  it could have a
material  adverse  effect on the  Company's  business,  financial  condition and
operating results.

     RISKS  ASSOCIATED  WITH  SIGNIFICANT  FLUCTUATIONS  IN QUARTERLY  OPERATING
RESULTS.  The  Company  expects  to  experience  large  fluctuations  in  future
quarterly  operating  results that may be caused by many factors,  including the
following:  the timing of  introductions  or  enhancements  to online  investing
services and other products by the Company or its competitors; market acceptance
of online investing services and products; the pace of development of the market
for online commerce;  changes in trading volume in securities markets; trends in
securities  markets;  domestic and  international  regulation  of the  brokerage
industry; changes in pricing policies by the Company or its competitors; changes
in  strategy;  the  success  of or costs  associated  with  acquisitions,  joint
ventures or other strategic  relationships;  changes in key personnel;  seasonal
trends;  the extent of international  expansion;  the mix of  international  and
domestic  revenues;  changes  in the  level of  operating  expenses  to  support
projected  growth;  and  general  economic  conditions.  The  Company  have also
experienced fluctuations in the average number of customer transactions per day.
Thus,  the rate of  growth in  customer  transactions  at any given  time is not
necessarily indicative of future transaction activity.

     RISKS  ASSOCIATED WITH MANAGEMENT OF A CHANGING  BUSINESS.  The Company has
grown  rapidly  and  the  Company's   business  and   operations   have  changed
substantially  since the Company began offering  online  investing  services and
products, and the Company expects this trend to continue.  Such rapid change and
expansion   places   significant   demands  on  the  Company's   administrative,
operational,  financial  and other  resources.  The  Company  expects  operating
expenses  and  staffing  levels to  increase  substantially  in the  future.  In
particular,  the  Company  intends to hire a  significant  number of  additional
skilled  personnel,  including  persons with experience in both the computer and
brokerage  industries.  Competition for such personnel is intense, and there can
be no  assurance  that  the  Company  will be  able  to find or keep  additional
suitable  senior managers or technical  persons in the future.  the Company also
expects to expend resources for future expansion of the Company's accounting and
internal  information  management  systems and for a number of other new systems
and  procedures.  In addition,  the Company  expects that future  expansion will
continue to challenge  the  Company's  ability to  successfully  hire and retain
associates.  If the Company's  revenues do not keep up with operating  expenses,
the Company's  information  management  systems do not expand to meet increasing

                                       27
<PAGE>
demands,  the  Company  fails  to  attract,   assimilate  and  retain  qualified
personnel,  or the Company fails to manage the Company's expansion  effectively,
there would be a material  adverse effect on the Company's  business,  financial
condition  and operating  results.  The rapid growth in the use of the Company's
services   may   strained   the   Company's   ability   to   adequately   expand
technologically. As the Company acquires new equipment and applications quickly,
the  Company  has  less  time and  ability  to test and  validate  hardware  and
software, which could lead to performance problems. The Company also relies on a
number of third parties to process the Company's transactions,  including online
and Internet service providers,  back office processing  organizations,  service
providers and  market-makers,  all of which will need to expand the scope of the
operations they perform for us. Any backlog caused by a third party's  inability
to expand  sufficiently to meet the Company needs could have a material  adverse
effect on our business,  financial  condition and operating results.  As trading
volume increases,  the Company may have difficulty hiring and training qualified
personnel at the necessary  pace, and the shortage of licensed  personnel  could
cause a backlog in the  processing of orders that need review,  which could lead
to not only  unsatisfied  customers,  but also to liability for orders that were
not executed on a timely basis.

     RISKS  ASSOCIATED  WITH EARLY STAGE OF MARKET  DEVELOPEMENT;  DEPENDENCE ON
ONLINE  COMMERCE AND THE  INTERNET.  The market for online  investing  services,
particularly  over the  Internet,  is at an early  stage of  development  and is
rapidly  evolving.  Consequently,  demand and  market  acceptance  for  recently
introduced services and products are subject to a high level of uncertainty. For
the Company, this uncertainty is compounded by the risks that consumers will not
adopt online  commerce and that  commerce on the  Internet  will not  adequately
develop or  flourish  to permit the  Company  to  succeed.  Sales of many of the
Company's  services and products will depend on consumers  adopting the Internet
as a method  of  doing  business.  This  may not  occur  because  of  inadequate
development  of  the  necessary  infrastructure,  such  as  a  reliable  network
infrastructure, or complementary services and products such as high-speed modems
and communication  lines. The Internet has grown and is expected to grow both in
number  of users and  amount of  traffic.  There  can be no  assurance  that the
Internet  infrastructure  will continue to be able to support the demands placed
on it by this  continued  growth.  In  addition,  the  Internet  could  lose its
viability  due to slow  development  or adoption of standards  and  protocols to
handle increased Internet activity, or due to increased governmental regulation.
Moreover,  critical issues including security,  reliability,  cost, ease of use,
accessibility and quality of service remain unresolved and may negatively affect
the growth of  Internet  use or  commerce  on the  Internet.  Because use of the
Internet for commerce is new and  evolving,  there can be no assurance  that the
Internet will prove to be a viable  commercial  marketplace.  If these  critical
issues are not resolved, if the necessary infrastructure is not developed, or if
the  Internet  does not  become a viable  commercial  marketplace,  the  Company
business, financial condition and operating results will be materially adversely
affected.  Adoption  of online  commerce  by  individuals  that have relied upon
traditional  means of  commerce in the past will  require  such  individuals  to
accept new and very  different  methods of conducting  business.  Moreover,  the
Company 's online trading and investing services over the Internet involve a new
approach  to  investing  research  and  trading  which  will  require  intensive
marketing  and sales  efforts to educate  prospective  customers  regarding  the
Internet's  uses and  benefits.  For  example,  consumers  who  trade  with more
traditional  brokerage firms, or even discount brokers, may be reluctant or slow
to change to obtaining  brokerage  services  over the Internet.  Also,  concerns
about  security  and  privacy  on the  Internet  may hinder the growth of online
investing  research and trading,  which could have a material  adverse effect on
the Company 's business, financial condition and operating results.

     RISKS ASSOCIATED WITH SECURITIES INDUSTRY;  CONCENTRATION OF SERVICES. Most
of the  Company's  revenue  in the past  have  been  from the  Company's  online
investor  services  and  products,  and the  Company  expects  this  business to
continue to account for most of the Company's revenue in the foreseeable future.
The  Company,  like other  companies in the Internet  securities  industry,  are
directly affected by economic and political conditions, broad trends in business
and  finance and changes in volume and price  levels of  securities  and futures
transactions.  In recent months,  the U.S.  securities  markets have  fluctuated
considerably and a downturn in these markets could effect customers  interest in
our products and services and adversely affect the Company's  operating results.

                                       28
<PAGE>
In October 1987 and October 1989, the stock market suffered major declines, as a
result of which many  company's and firms  suffered  financial  losses,  and the
level of individual  investor  trading  activity  decreased  after these events.
Reduced trading volume and prices have historically resulted in reduced revenues
to company's such as the Company's.  When trading volume is low and investor and
customer interest or use of the Company's products and services diminishes,  the
Company's  operating  results may be adversely  affected  because the  Company's
overhead  remains  relatively  fixed.  Severe market  fluctuations in the future
could  have a  material  adverse  effect on the  Company's  business,  financial
condition and operating  results.  Some of the Company's  competitors  with more
diverse  product and service  offerings  might  withstand such a downturn in the
securities industry better than the Company would.

     RISKS  ASSOCIATED WITH DELAYS IN INTRODUCTION OF NEW SERVICES AND PRODUCTS.
The Company's future success depends in part on the Company's ability to develop
and enhance the Company's services and products. There are significant technical
risks in the  development  of new services and products or enhanced  versions of
existing services and products.  There can be no assurance that the Company will
be  successful  in  achieving  any  of  the  following:  effectively  using  new
technologies;  adapting the Company's services and products to emerging industry
standards;   developing,   introducing   and   marketing   service  and  product
enhancements;  or  developing,   introducing  and  marketing  new  services  and
products.  The  Company  may also  experience  difficulties  that could delay or
prevent  the  development,  introduction  or  marketing  of these  services  and
products.  Additionally, these new services and products may not adequately meet
the requirements of the marketplace or achieve market acceptance. If the Company
is unable to develop and introduce enhanced or new services and products quickly
enough to respond to market or customer requirements,  or if they do not achieve
market acceptance,  the Company's  business,  financial  condition and operating
results will be materially adversely affected.

     RISKS ASSOCIATED WITH DEPENDENCE ON INTELLECTUAL  PROPERTY RIGHTS.  Neither
the Company or any of its subsidiaries  presently holds any patents,  copyrights
or trademarks  for their  products or services  offered or the names under which
they operate.  However,  the Company and its  subsidiaries  are currently in the
process of seeking  copyright  and  trademark  protection of its trade names and
website addresses. The Company's success and ability to compete are dependent to
a degree of the Company's  and its  subsidiary's  name and product  recognition.
Accordingly,  the Company will  primarily  rely on  copyright,  trade secret and
trademark  law to protect our  product,  services and brand names offer or under
which  the  Company  and its  subsidiaries  conduct  their  business.  Effective
trademark  protection may not be available for the Company's  trademarks.  There
can be no  assurance  that  the  Company  will  be able  to  secure  significant
protection for the Company's trademarks. The Company's competitors or others may
adopt product or service names similar to the  Company's,  thereby  impeding the
Company's  ability to build  brand  identity  and  possibly  leading to customer
confusion.  The Company's  inability to adequately  protect our product,  brand,
trade names and trademarks would have a material adverse effect on the Company's
business, financial condition and operating results. Despite any precautions the
Company takes, a third party may be able to copy or otherwise obtain and use the
Company's software or other proprietary  information without authorization or to
develop  similar  software  independently.  Policing  unauthorized  use  of  the
Company's  technology is made  especially  difficult by the global nature of the
Internet and difficulty in controlling  the ultimate  destination or security of
software or other data transmitted on it. The laws of other countries may afford
us little or no effective  protection for the Company's  intellectual  property.
There  can be no  assurance  that the  steps  the  Company  takes  will  prevent
misappropriation of the Company's technology or that agreements entered into for
that purpose will be  enforceable.  In addition,  litigation may be necessary in
the future to enforce the Company's  intellectual  property rights;  protect the
Company's  trade  secrets;  determine the validity and scope of the  proprietary
rights of others;  or defend against claims of infringement or invalidity.  Such
litigation, whether successful or unsuccessful, could result insubstantial costs
and  diversions  of  resources,  either of which  could have a material  adverse
effect on the Company's business, financial condition and operating results.

                                       29
<PAGE>
     RISKS ASSOCIATED WITH  INFRINGEMENT.  The Company may in the future receive
notices of claims of infringement of other parties'  proprietary  rights.  There
can  be no  assurance  that  claims  for  infringement  or  invalidity  (or  any
indemnification  claims based on such claims) will not be asserted or prosecuted
against the  Company.  Any such  claims,  with or without  merit,  could be time
consuming and costly to defend or litigate,  divert the Company's  attention and
resources or require the Company to enter into royalty or licensing  agreements.
There can be no assurance  that such  licenses  would be available on reasonable
terms, if at all, and the assertion or prosecution of any such claims could have
a material  adverse effect on the Company's  business,  financial  condition and
operating results.

     RISKS ASSOCIATED WITH ENTERING NEW MARKETS.  One element of our strategy is
to leverage  the  Company's  brand names and  services  that the Company and its
subsidiaries provide. No assurance can be given that the Company will be able to
successfully adapt the Company's products and services for use in other markets.
Even if the Company does adapt the Company's to other markets,  no assurance can
be given that the Company will be able to compete  successfully  in any such new
markets.  There can be no assurance that the Company's  marketing efforts or the
Company's pursuit of any new opportunities will be successful.  If the Company's
efforts  are not  successful,  the  Company  could  realize  less than  expected
earnings,  which in turn could  result in a decrease in the market  value of the
Company's  Common  Stock.  Furthermore,   such  efforts  may  divert  management
attention or inefficiently utilize the Company's resources.

     RISKS  ASSOCIATED  WITH  INTERNATIONAL   STRATEGY.  One  component  of  the
Company's  strategy  is a planned  increase  in efforts  to  attract  additional
international  customers and to expand the Company's OIA seminars,  services and
products into international markets. To date, the Company has limited experience
in providing investment services internationally. There can be no assurance that
the  Company's  and the  Company's  subsidiaries  will be  able  to  market  the
Company's branded services and products  successfully in international  markets.
In addition, there are certain risks inherent in doing business in international
markets,  such as: unexpected  changes in regulatory  requirements,  tariffs and
other trade barriers;  difficulties in staffing and managing foreign operations;
political   instability;   fluctuations  in  currency  exchange  rates;  reduced
protection  for  intellectual  property  rights  in  some  countries;   seasonal
reductions in business  activity  during the summer months in Europe and certain
other parts of the world; and potentially  adverse tax consequences.  Any of the
foregoing  could  adversely  impact the success of the  Company's  international
operations.  Under these agreements, the Company relies upon third parties for a
variety of business and regulatory  compliance matters.  The Company has limited
control over the management  and direction of these third  parties.  The Company
runs the risk that their action or inaction could harm the Company's  operations
and/or the goodwill  associated with the Company's brand names. As a result, the
risk to our  operations  and goodwill is higher.  There can be no assurance that
one or more of the  factors  described  above will not have a  material  adverse
effect  on  the  Company's  future  international   operations,   if  any,  and,
consequently, on our business, financial condition and operating results.

     EQUITY PRICE RISK. The Company through its subsidiary Momentum Asia holds a
small  portfolio  of  marketable-equity  traded  securities  that are subject to
market price volatility.  Equity price  fluctuations of plus or minus 15 percent
would not have a material  impact on the  Company.  For its working  capital and
reserves that are required to be segregated under Federal or other  regulations,
the Company invests in money market funds,  resale  agreements,  certificates of
deposit, and commercial paper. Money market funds do not have maturity dates and
do not present a material market risk. The other financial instruments are fixed
rate investments  with short  maturities and do not present a material  interest
rate risk.

                                       30
<PAGE>
     YEAR 2000 INFORMATION
     ---------------------

     Year 2000 Issues - Uncertainty  Of The Effects Of The Year 2000 On Computer
     Programs And Systems.
     ---------------------------------------------------------------------------

     Many  currently  installed  computer  systems and  software  programs  were
designed to use only a two digit date field. These date code fields will need to
accept four digit  entries to  distinguish  21st century dates from 20th century
dates. Until the date fields are updated, the systems and programs could fail or
give erroneous results when referencing dates following December 31, 1999. Given
that the Company's  products  operate on certain  hardware  platforms and within
certain software operating systems and environments,  the Company must rely upon
the efforts of the hardware and software vendors and  manufacturers to be in the
vanguard with respect to operating  systems and platform  issues relating to the
Year 2000 compliance.

     Present Year 2000 Status.
     -------------------------

     The Company has assessed the impact of the year 2000 issue on the Company's
products,  services,  platforms systmes and internal information systems in use,
and has found them to be Year 2000  compliant.  The Company  does not expect the
Company's  financial  results to be  materially  affected by the need to address
year 2000 issues,  but if the costs  associated with addressing these issues are
greater than planned,  the Company's earnings and results of operations could be
affected.  Due to the Company's dependence on computer technology to conduct the
Company's  business,  the nature and impact of year 2000 processing  failures on
the Company's  business,  financial  condition  and  operating  results could be
material.

     However,  the  Company  has Y2K  compliance  declarations  from their major
service providers. The declaration for Cable & Wireless Hong Kong Telecom may be
found at http://www.cwhkt.com/ABOUT/community/2000/progress/9909.html.

     The   declaration   for   Concentric   Network   USA   may  be   found   at
http://www.concentric.com/2000.html.

     OIA, the  Company's  subsidiary  has received a letter from Telescan one of
its material  vendors  indicating  that  Telescan has and  continues to test and
complete  remidiation  efforts.   Telescan's  Y2K  statement  can  be  found  at
http://www.telescan.com/Telescan_y2k.html.

     Business Continuity and Contingency Planning.
     ---------------------------------------------

     The Company continues the process of identifying the reasonably likely year
2000  problem  failures  that  the  Company  could  experience  with the goal of
revising,  to the extent practical,  the Company's existing business  continuity
and  contingency  plans to address the internal and external  issues specific to
those  problems.  Thus far, the Company has focused as planned on reviewing  the
Company's  critical business  processes and although the Company conducted tests
on the various and  Platform  systems in use, and has found them to be Year 2000
compliant,  the Company's  expect to  continuously  review,  test and revise the
Company's existing business  continuity and contingency plans to ensure that all
systems are and  maintain  year 2000  compliant.  This will  include as required
repairing or obtaining replacement systems;  changing suppliers; and reducing or
suspending certain non-critical aspects of our operations.

     The Company has completed Y2K remediation at the corporate  office for both
the network server and the 10 workstations, and the telephone system server. The
cost for this remediation was some $2,642.00.  Remediation was not necessary for
the Momentum Asia and Momentum  Internet  operations as their  computer  systems
were purchased Y2K compliant. Moreover, the Company does not expect to spend any
additonal monies on Y2K remediations issues. OIA is also Y2K compliant.

                                       31
<PAGE>
     Possible Consequences of Year 2000 Problems
     -------------------------------------------

     The Company  believes  that the Company has put in place the  processes and
are devoting the resources necessary to achieve a level of readiness to meet the
Company's  year 2000  challenges in a timely and  appropriate  manner.  However,
there can be no assurance that the Company's  internal systems or the systems of
others  on which we rely  will be year 2000  ready in a timely  and  appropriate
manner  or that the  Company's  contingency  plans or the  contingency  plans of
others on which the Company reles will mitigate the effects of year 2000 problem
failures.  Currently, the Company believes the most reasonably likely worst case
scenario would be a sustained,  concurrent  failure of multiple critical systems
(internal and external) that support the Company's operations. While the Company
does not expect that scenario to occur,  that scenario if it occurs could,  even
despite the  successful  execution  of the  Company's  business  continuity  and
contingency  plans,  result in the reduction or suspension of a material portion
of  our  operations  and  accordingly  have a  material  adverse  effect  on the
Company's business and financial condition.

     The  preceding  "Year  2000   Information"   discussion   contains  various
forward-looking  statements that represent the Company's beliefs or expectations
regarding future events.  When used in the "Year 2000  Information"  discussion,
the words  "believes,"  "expects,"  "estimates,"  "plans,"  "goals," and similar
expressions are intended to identify forward-looking statements. Forward-looking
statements include,  without limitation,  the Company's  expectations as to when
the  Company  will  complete  the  identification  and  assessment,  remediation
planning, remediation, and testing activities of the Company's year 2000 program
as well as the Company's year 2000 contingency planning; the Company's estimated
cost of  achieving  year  2000  readiness;  and the  Company's  belief  that the
Company's internal systems and equipment will be year 2000 ready in a timely and
appropriate manner. All forward-looking statements involve a number of risks and
uncertainties  that could cause the actual results to differ materially from the
projected results. Factors that may cause those differences include availability
of information technology resources;  customer demand for the Company's products
and services;  continued availability of materials,  services, and data from the
Company's  suppliers;  the ability to identify and remediate all date  sensitive
lines of  computer  code and to  replace  embedded  computer  chips in  affected
systems and equipment;  the failure of others to timely achieve appropriate year
2000 readiness;  and the actions or inaction of governmental agencies and others
with respect to year 2000 problems.

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

     Shares Issuable Under OIA Acquisition Agreement
     -----------------------------------------------

     In accordance with the terms of the original OIA Acquisition Agreement, the
former OIA shareholders  were to receive one share of the Company's common stock
for each $0.50 of earnings  before  interest,  income  taxes,  depreciation  and
amortization  (EBITDA) for the year from April 1, 1999  through  March 31, 2000.
OIA'S audited EBITDA earnings during this period were $10,910,076.  Accordingly,
the Company would owe 21,820,152 shares of its common stock at March 31, 2000 to
the  former  OIA  shareholders.  The  value  of  these  shares  at  March 31 was
$248,204,230.  This value would have been added to the goodwill on the Company's
balance sheet.

     However, at the request of the former OIA shareholders,  one of whom is the
Chairman  of ZiaSun and one of whom is a director,  and their joint  recognition
that it would clearly not be in the best interests of the Company to have such a
large  goodwill  burden  going  forward,  they  inquired  if the  Company  would
reconsider  and  amend  the  original  terms  and  conditions  of the earn  out.
Accordingly,  they proposed to exchange  12,000,000 of the earn-out  shares,  to
which they were  originally  entitled,  for $6,000,000 in cash. The proposal was
reviewed and accepted by the Company on May 9, 2000.

     Therefore,   under  the  terms  and  conditions  of  the  amended  earn-out
agreement,  the former OIA  shareholders  will only  receive  9,820,152  shares,
rather than the 21,820,152 shares as set forth in the original  agreement.  This
reduces the goodwill burden to the Company by $136,500,000 to $111,704,230,  and
this is the  value  that  will be added to the  Company's  balance  sheet  going
forward from April 1, 2000.

                                       32
<PAGE>
December 31, 1999 and December 31, 1998
- ---------------------------------------

Changes in Financial Condition
- ------------------------------

     On March 25,  1999 the Company  acquired  Asia4sale  by issuing  restricted
common  stock of the Company for  virtually  all of the stock of  Asia4sale  and
$15,000  cash. On December 31, 1999 the Company sold  Asis4sale  for  $5,000,000
cash and 300,000 shares of Internet Ventures, Ltd. On March 31, 1999 the Company
also acquired Online  Investors  Advantage (OIA) for restricted  common stock of
the  Company  and  $400,000  cash.  These  acquisitions  were  accounted  for as
purchases. The acquisition of OIA has made a substantial,  positive contribution
to the  financial  condition  of the Company  through  year-end.  The balance of
current  assets at December  31, 1999 was  $13,497,043  compared to a balance of
$2,261,618  at  December  31,1998.  The  balances  of  current  liabilities  are
$4,230,620 and $600,013 for the same periods respectively. The resulting current
ratio at December 31, 1999 is 3.2:1.  The current ratio at December 31, 1998 was
3.8:1.

     The increase of current  assets at December 31, 1999 over December 31, 1998
is due  primarily  to the  increase  of cash from  $517,781 to  $11,652,505,  an
increase of $11,134,724,  or 2,150%.  This increase is due primarily to the cash
generated from the sale of Asia4sale,  $5,000,000,  positive cash flow generated
from the operations of OIA,  approximately  $4,000,000 at year end, and the cash
generated from the sale of equity securities.  (See further discussion of income
below.)

     Current  assets at December 31, 1999 also  increased due to the increase of
prepaid  expenses from $7,370 to $131,772,  an increase of $124,402,  or 1,688%.
The increase in prepaid expenses is primarily due to the advance payments by OIA
for  costs  such as  newspaper,  radio and  television  advertising  for  future
seminars.  Additionally,  accounts  receivable  increased  $254,414 or 28%, from
$899,879 at December 31, 1998, to  $1,154,293 at December 31, 1999.  The balance
of accounts  receivable at December 31, 1999 includes  primarily  OIA's fees for
completed  seminars  which are in the process of being  charged and collected by
the Company's credit card processor  totaling $744,000 and the trade receivables
of MAI of approximately  $323,000. The substantial portion of these balances was
collected  subsequent to year-end.  The increases in current  assets were offset
somewhat  by the  decrease in  marketable  securities  from  $786,588 in 1998 to
$540,234 in 1999, a decrease of $246,354 or 31%.  This decrease is due primarily
to the sale of Chequemate stock.

     The balance of current  liabilities  at December 31, 1999 is $4,230,620 and
at December 31, 1998 is $600,013.  The increase of  $3,630,607,  or 605%, is due
primarily  to the  income  taxes  payable at  December  31,  1999 of  $2,083,763
relating to the U.S.  earnings  of OIA.  Momentum  Internet is a British  Virgin
Islands company,  Momentum Asia is a Philippine  company and Asia4sale is a Hong
Kong company.  These  companies are subject to income taxation of the respective
countries  of  their  registration.  OIA is a Utah  corporation,  and  therefore
subject to United  States  income  tax.  There were no income  taxes  payable at
December 31, 1998. Current liabilities at December 31, 1999 also increased for a
related  party payable of $690,000,  convertible  to common stock at the trading
value of the shares on the date of  conversion.  Accounts  payable  and  accrued
expenses  increased  $782,744,  or 130%,  from  $600,013 at December 31, 1998 to
$1,382,757  at December  31,  1999.  The  increase is  primarily  due to the OIA
balance of approximately $718,000 at December 31, 1999.

     The balance of equipment  (net)  increased  from  $503,779 to $795,219,  an
increase of $270,164,  or 58% from December 31, 1998 to 1999.  Purchases  during
1999  primarily  included  the  office-related  equipment of OIA of $250,000 and
printing equipment of MAI of $100,000. Depreciation expense for the current year
was $205,263 compared to $89,885 for the prior year.

     Other assets increased  $1,711,815,  or 43% from $3,962,770 at December 31,
1998 to  $5,674,585  at December 31, 1999.  The increase is due primarily to the
addition of $2,538,567 of goodwill, (net) resulting from the acquisition of OIA.
Goodwill is the book value given to the  difference  between the purchase  price
and the  estimated  fair market value of the net assets of OIA, and is amortized
over the estimated life of 10 years.  The increase of other assets  attributable
to goodwill was offset by the net decrease in the receivable  from related party
of $645,586  resulting from the substantial  collection of that balance in 1999.
Additionally,  other assets  decreased  at December 31 1999,  $49,356 for equity
losses in Bevex and $158,457 for sales of investments in restricted stock.

                                       33
<PAGE>
     At December  31, 1999 the Company has no  long-term  debt.  The Company has
sufficient  cash flow from  operations  to meet its  current  cash  obligations.
During 1999 the Company also  generated  substantial  cash flow from the sale of
Asia4sale  and  from  the  sale  of  investments  in  securities.   The  Company
anticipates  continued  positive cash flow from existing  operations  during the
next twelve  months,  and will continue to look for ways to invest its cash flow
in  acquisitions  of companies and other  investments  that will contribute in a
positive way to the Company's operating strategy.

Results of Operations
- ---------------------

     During 1998 the company was winding down its  activities  with the beverage
centers. By January 1999 those operations had entirely ceased. The operations of
Momentum Asia and Momentum Internet are not included until the fourth quarter of
1998.  The  December  31, 1999  operations  include  Momentum  Asia and Momentum
Internet from January 1, 1999 forward and the operations of Online Investors and
Asia4sale from April 1, 1999 forward.

     As explained  previously,  the Company acquired OIA on March 31, 1999. This
acquisition has had  considerable  impact on the operating income of the Company
since that date.

     Sales for the year ended  December  31, 1999 were  $27,220,240  compared to
$760,529 for 1998 resulting in an increase of  $26,459,711,  or 3,479%.  Cost of
goods sold for the year was  $17,274,957,  or 63% of sales,  resulting  in gross
profit of $9,945,283,  or 37% of sales. Cost of sales for 1998 was $341,277,  or
45% of sales resulting in a gross margin of $419,252, or 55% of sales.

     Operating expenses include primarily  depreciation and amortization expense
and general and administrative  expenses.  Depreciation and amortization expense
for the year ended  December  31, 1999  includes  depreciation  of $205,263  and
amortization of goodwill of $468,450 and deferred  compensation  amortization of
$10,000.  The Company recorded  goodwill for the October,  1998  acquisitions of
Momentum  Asia  and  Momentum  Internet  and the  March,  1999  acquisitions  of
Asia4sale  and OIA.  For the year  ended  December  31,  1998  the  Company  had
depreciation  expense of  $89,885.  General  and  administrative  expenses  were
$4,632,905  or 17% of sales for the twelve  months  ended  December 31, 1999 and
$492,936 or 65% of sales for the same period in 1998,  resulting  in an increase
of  $4,139,969  or 840%.  The increase is due to the twelve  months of operating
expenses  of MAI and  MII and the  operating  expenses  of OIA  from  April 1 to
December 31, 1999.

     Other income  increased  from  $971,049 in 1998 to  $5,442,330  in 1999, an
increase of  $4,471,281  or 460%.  The increase is due  primarily to the gain of
$4,778,596  from the sale of Asia4sale on December  31, 1999.  This  increase is
offset  somewhat by the decrease in realized and unrealized  gains on marketable
securities  from  $1,248,239 in 1998 to $584,980 in 1999, a decrease of $663,259
or 53%.

Item 3. Description of Property

     The Nature and Extent of The Company's Facilities

     Lease No. 1 - Solana Beach, California Office
     ---------------------------------------------

     The  Company's  main  office is located at 462 Stevens  Avenue,  Suite 106,
Solana  Beach,  California  92075.  This leased  office  facility  serves as the
corporate  headquarters for the Company and houses the corporate  offices of the
BestWay Beverages, Inc., a wholly owned subsidiary. The leased premises consists
of approximately 4,658 square feet and is on an initial lease term of 60 months.
The  Company  leases  this  space  from  Propco,   L.P.,  a  California  Limited
Partnership.  Propco L.P., is not  affiliated in any way with the Company or its
subsidiaries and the terms of the lease were negotiated at arms-length.

     A summary of the terms of the lease are as follows:
     ---------------------------------------------------

     Lease Term: 60 Months commencing January 1, 1998.

                                       34
<PAGE>
     Security  Deposit: $50,000  Letter to Credit  which  shall be  reduced  to
          $10,000 after the 36th month of the lease  provided there have been no
          defaults by ZiaSun.

     Rental rate:         Months 01-12.........$8,384 per month;
                          Months 13-24.........$8,720 per month;
                          Months 15-36.........$9,069 per month;
                          Months 37-48.........$9,431 per month;
                          Months 49-60.........$9,809 per month;

     Option to  Renew:  One  option  to renew the lease for a period of five (5)
          years provided that written notice of the Company's intent to renew is
          delivered to Landlord at least six (6) months before expiration of the
          initial term. Monthly rent during the renewal term will be fair market
          rental value of the leased  premises,  as  determined  pursuant to the
          terms of the lease.

     Real Property Taxes
     and  other Expenses: As additional rent, the Company is responsible for the
          payment of 9.25% of the Direct Expenses  associated with operation and
          maintenance of the leased premises.

     Personal
     Property Taxes: The Company shall pay all taxes assessed against and levied
          upon trade  fixtures,  furnishings,  equipment and all other  personal
          property of the Company contained in the premises.

     Utilities: The Company shall pay for all gas, heat, light,  power telephone
          and other  utilities and services  supplied to the premises,  together
          with any taxes thereon.

     Subleasing: Consent of Landlord is required.

     Copies of the Office  Lease and  Addendum to Office  Lease for the premises
located at 462 Stevens Avenue,  Suite 106, Solana Beach,  California  92075, are
attached  hereto and  incorporated  herein by reference.  See the Exhibit Index,
Part III.

     Lease No. 2 - Wanchai, Hong Kong Office - (Momentum Associates Limited)
     -----------------------------------------------------------------------

     Momentum  Associates  Limited  ("MAL") a Hong Kong  registered  company and
wholly subsidiary of Momentum Internet leases the corporate  facilities  located
at the 12th Floor, First Pacific Bank Centre, 56 Gloucester Road, Wanchai,  Hong
Kong. This office space comprises 2,000 square feet and is leased until November
30, 2000. This office is occupied by Anthony Tobin, the Company's  President and
is shared by Momentum  Internet  administration  and  development  staff.  These
facilities are leased from Hong Kong Finance  Property  Company Limited which is
not affiliated in any way with the Company or its  subsidiaries and the terms of
the lease were negotiated at arms-length.

     A summary of the terms of the lease are as follows:
     --------------------------------------------------

     Lease Term: Two years commencing December 1, 1998.

     Security Deposit: HKD$133,297 (i.e. approximately US$17,173).

                                       35
<PAGE>
     Rental rate: HKD$55,000 (i.e. approximately US$7,085) per month.

     Option to  Renew:  One  option  to renew the lease for a period of five (5)
          years provided that written notice of our intent to renew is delivered
          to Landlord at least six (6) months  before  expiration of the initial
          term.  Monthly rent during the renewal term will be fair market rental
          value of the leased premises,  as determined  pursuant to the terms of
          the lease.

     Additional Rent: As additional rent MAL pays HKD$11,649 (i.e. approximately
          US$1,500) per month for management and air conditioning charges.

     Personal
     Property Taxes:  MAL shall pay all taxes  assessed  against and levied upon
          trade fixtures, furnishings, equipment and all other personal property
          of MAL contained in the premises.

     Utilities:  MAL shall pay for all gas,  heat,  light,  power  telephone and
          other utilities and services  supplied to the premises,  together with
          any taxes thereon.

     Subleasing: Consent of Landlord is required.

     A copy of the Wanchai,  Hong Kong Office Lease for the premises  located at
12th Floor, First Pacific Bank Centre, 56 Gloucester Road,  Wanchai,  Hong Kong,
entitled  "Tenancy  Agreement",  is attached hereto and  incorporated  herein by
reference. See the Exhibit Index, Part III.

     Lease No. 3 - Pasig City, Philippines Office - (Momentum Internet
     Phils, Inc.)
     ------------------------------------------------------------------

     Momentum Internet Phils, Inc., ("MIP") a Philippines registered company and
wholly subsidiary of Momentum Internet  Incorporated,  a wholly owned subsidiary
of the Company,  leases offices  located at Pearl Drive Corner Gold Loop Street,
Ortigas Center, Pasig City, Philippines.  The initial term of this lease is from
January 1, 1999,  through December 31, 1999, and is subject to renewal by mutual
agreement  of the  parties.  This office space is leased from Rebecca A, Ynares,
who is not  affiliated in any way with the Company or its  subsidiaries  and the
terms of the lease were negotiated at arms-length.

     A summary of the terms of the lease are as follows:
     ---------------------------------------------------

     Lease Term: One year (January 1, 1999 through December 31, 1999.

     Security Deposit: Two Months Rent - P$180,000 Pesos (i.e. US$4,500)

     Rental rate: P$90,000 Pesos (i.e. US$2,250 per month.

     Option to Renew:  MIP can renew this lease upon  providing  the Landlord 60
          days prior notice to renew before the  expiration of the lease and MIP
          are able to negotiate mutually  acceptable  renewable lease terms with
          the landlord.

     CAM (Common
     Area Charges):  As  additional  rent MIP pays P$20.00  Pesos  ($US0.50) per
          square meter of the total leased are.

                                       36
<PAGE>
     Personal
     Property Taxes:  MIP shall pay all taxes  assessed  against and levied upon
          trade fixtures, furnishings, equipment and all other personal property
          of MIP contained in the premises.

     Utilities:  MIP shall pay for all gas,  heat,  light,  power  telephone and
          other utilities and services  supplied to the premises,  together with
          any taxes thereon.

     Subleasing: Consent of Landlord is required.

     Copies of the  Contract  of Lease and First  Amendment  to the  Contract of
Lease for the office  space  located at Pearl  Drive  Corner  Gold Loop  Street,
Ortigas Center,  Pasig City,  Philippines,  are attached hereto and incorporated
herein by reference. See the Exhibit Index, Part III.

     Lease No. 4 - Clark Field, Philippines Office - (Momentum Asia Inc.)
     --------------------------------------------------------------------

     Momentum  Asia  leases  a 30,500  square  foot  office/industrial  property
located in the Clark Special Economic Zone, Philippines (former Clark Air Base),
located  at  building  PTI-07 at  Mitchell  Highway  1961st  Are,  Clark  Field,
Pampanga.  This facility  houses all  operations of Momentum Asia, and is leased
until November 30, 2016.  Current rent is US $5,300 per month until November 30,
2000, with an annual 6.0% escalation thereafter. Substantial tenant improvements
have been  completed by Momentum Asia at its own expense.  These  facilities are
subleased from Philexcel Textiles, Incorporated (PTI), a Philippines corporation
which is not affiliated in any way with the Company or its  subsidiaries and the
terms of the lease were negotiated at arms-length.

     A summary of the terms of the lease as amended are as follows:

     Lease Term: Twenty years commencing December 1, 1996.

     Security and
     Rental Deposit: US$15,000 Security Deposit and US$5,000 Rental Deposit

     Rental rate:  Currently  US$5,300 per month with an increase of six percent
          (6.0% every year  compounded  annually except for year 3 from December
          1, 1999 through November 30, 2000.

     Option to Renew:  Momentum Asia can renew this lease provided Momentum Asia
          is able to negotiate  mutually  acceptable  renewable lease terms with
          the  landlord  and  subject to approval  and  consent of the  original
          lessor.

     Personal
     Property Taxes:  Momentum  Asia shall pay all taxes  assessed  against  and
          levied  upon  trade  fixtures,  furnishings,  equipment  and all other
          personal property of Momentum Asia contained in the premises.

     Utilities:  Momentum  Asia  shall  pay  for all  gas,  heat,  light,  power
          telephone and other  utilities and services  supplied to the premises,
          together with any taxes thereon.

                                       37
<PAGE>
     Subleasing:  Consent of  Landlord is  required  and as a  condition  to any
          sublease,  we must pay the landlord  10% of the gross  proceeds of any
          sublease proceeds Momentum Asia receives.

     Copies of the Sublease  Agreement and Amended  Sublease  Agreement  between
Momentum Asia, Inc., and Philexcel  Textiles,  Inc., for the premises located at
building  PTI-07 at Mitchell  Highway  1961st Are,  Clark Field,  Pampanga.  are
attached  hereto and  incorporated  herein by reference.  See the Exhibit Index,
Part III.

     Lease No. 5 - Provo, Utah Office Lease - (OIA)
     ----------------------------------------------

     OIA, a wholly owned  subsidiary of the Company,  leases offices  located at
5252 North Edgewood Drive,  Provo Utah 84604.  The leased  premises  consists of
approximately  3,340 square feet net rentable  area.  OIA leases this space from
EsNET Properties L.C., a Utah limited  liability company which is not affiliated
in any way with the Company or its  subsidiaries and the terms of the lease were
negotiated at arms-length.

     A summary of the terms of the lease are as follows:
     ---------------------------------------------------

     Lease Term: August 1, 1999 through July 20, 2004

     Security Deposit: Two Months of current base rent.

     Base Rental rate:   Year 1 .............. Letter of Credit
                                               against first 12 Months Rent;
                         Year 2............... $4,157 per month;
                         Year 3............... $4,282 per month;
                         Year 4............... $4,410 per month;
                         Year 5............... $4,542 per month;

          Pursuant  to the terms of the Lease,  if lieu of OIA  paying  Landlord
          regular  monthly rent payments during the fist 12 months of the lease,
          OIA  deposited  with  Landlord  a letter of  credit  in the  amount of
          $72,265  which is the amount of rents from  commencement  of the lease
          and a prepayment of rents for the balance of the first year, including
          12%  interest  paid on the  first  year's  rent.  If OIA  fails to pay
          Landlord the full amount due as of rental  consideration for the first
          12 months of occupancy by April 15, 2000, then Landlord may drawn down
          on said line of  credit..  In the event that OIA pays said  amount due
          without Landlord having to drawn down on said line of credit,  the OIA
          shall  deposit  a  security  deposit  equal to two  months of the then
          current base rent.

     Additional Rent: OIA shall pay as additional  rent that amount equal to (a)
          the Net Rentable  Area of the leased  premises  multiplied  by (b) the
          Operating Expense of the building,  divided by the Net Rentable Are of
          the Building.

     Option to Renew:  OIA has the option to renew the lease for one  additional
          term of 5 years  provided  there has been no event of default.  In the
          event of a renewal the Base Rental rate would be as follows:

                                       38
<PAGE>
                              Option Term Base Rental Rate:
                              ----------------------------
                              Year 6 .............. $4,679 per month;
                              Year 7 .............. $4,819 per month;
                              Year 8 .............. $4,964 per month;
                              Year 9 .............. $5,112 per month;
                              Year 10 ............. $5,266 per month;

     Personal
     Property Taxes:  OIA shall pay all taxes  assessed  against and levied upon
          trade fixtures, furnishings, equipment and all other personal property
          of OIA contained in the premises.

     Utilities:  OIA shall pay for all gas,  heat,  light,  power  telephone and
          other utilities and services  supplied to the premises,  together with
          any taxes thereon.

     Subleasing: Consent of Landlord is required.

     A copy of the  Lease  Agreement  for the  premises  located  at 5252  North
Edgewood Drive, Provo Utah 84604, is attached hereto and incorporated  herein by
reference. See the Exhibit Index, Part III.

     Lease No. 6 - Orem, Utah Office Lease - (OIA.)
     ----------------------------------------------

     OIA, a wholly owned subsidiary of the Company,  also leases offices located
at 852 North 1430 West, Unit #3,  Westpoint  Business Park, Orem Utah 84057. The
leased premises consists of approximately 1,940 square feet and is for a term of
three (3)  years.  OIA  leases  this  space  from DC Mason , Ltd.,  which is not
affiliated in any way with the Company or its  subsidiaries and the terms of the
lease were negotiated at arms-length.

     A summary of the terms of the lease are as follows:
     ----------------------------------------------------

     Lease Term: Three (3) years (November 1, 1998 through October 31, 2001

     Security Deposit: $1,100.00

     Base Rental rate:   Year 1 .............. $1,100 per month;
                         Year 2............... $1,133 per month;
                         Year 3............... $1,167 per month;

     Additional  Rent:  OIA  shall  pay  as  additional  rent  all  Common  Area
          Maintenance  Charges  associated with the leased premises estimated to
          be $40.00 per month.

     Option to Renew:  The lease does not provide us with the right to renew and
          as such any such renewal would be on mutually acceptable terms to both
          parties.

     Real Property Taxes
     and  other  Expenses:  OIA  shall  pay all real  estate  taxes  levied  and
          assessed  against the lease premises which are estimated to be $46 per
          month.

     Personal
     Property Taxes:  OIA shall pay all taxes  assessed  against and levied upon
          trade fixtures, furnishings, equipment and all other personal property
          of OIA contained in the premises.

                                       39
<PAGE>
     Utilities:  OIA shall pay for all gas,  heat,  light,  power  telephone and
          other utilities and services  supplied to the premises,  together with
          any taxes thereon.

     Subleasing: Consent of Landlord is required.

     A copy of the Lease  Agreement  for the premises  located at located at 852
North 1430 West, Unit #3, Westpoint Business Park, Orem Utah 84057., is attached
hereto and incorporated herein by reference. See the Exhibit Index, Part III.

     Lease No. 7 - Orem, Utah Office Lease - (OIA)
     ---------------------------------------------

     OIA, a wholly owned subsidiary of the Company,  also leases offices located
at Turnberry  Office Park,  211 East 840 South,  Unit #15, Orem Utah 85058.  The
leased  premises  consists of  approximately  2,000 square feet. OIA leases this
space from Gordon Jacobson, who is not affiliated in any way with the Company or
its subsidiaries and the terms of the lease were negotiated at arms-length.

     A summary of the terms of the lease are as follows:
     ---------------------------------------------------

     Lease Term: Month to Month with 60 days notice to terminate

     Security Deposit: $1,900

     Base Rental rate: $1,900 per month

     Option to Renew: Month to Month lease

     Real Property Taxes
     and  other  Expenses:  OIA shall pay our  proportionate  amount of the real
          property  taxes  for any  given  year  which are in excess of the real
          property  taxes for the fiscal year ended as of the  beginning  of our
          lease.

     Personal
     Property Taxes:  OIA shall pay all taxes  assessed  against and levied upon
          trade fixtures, furnishings, equipment and all other personal property
          of OIA contained in the premises.

     Utilities:  OIA shall pay for all gas,  heat,  light,  power  telephone and
          other utilities and services  supplied to the premises,  together with
          any taxes thereon.

     Subleasing: Consent of Landlord is required.

     A copy of the Lease  Agreement  for the  premises  located  at  located  at
Turnberry  Office  Park,  211 East 840  South,  Unit #15,  Orem Utah  85058,  is
attached  hereto and  incorporated  herein by reference.  See the Exhibit Index,
Part III.

                                       40
<PAGE>
Item 4.  Security Ownership of Certain Beneficial Owners and Management

     (a) Security Ownership of Certain Beneficial Owners

     The following  table sets forth  security  ownership  information as of the
close of business on November  15, 1999,  for any person or group,  known by the
Company to own more than five percent (5%) of the Company's  voting  securities,
based on a total of 27,055,000 shares issued and outstanding as of such date.

<TABLE>
<CAPTION>

          Title of                 Name of                       Amount of      Percent of
          Class                    Beneficial Owner              Ownership      Class
          ---------------------------------------------------------------------------------
          <S>                      <C>                           <C>            <C>
          Common Stock             D. Scott Elder                2,100,000      7.76%
                                   1156 East 100 North
                                   Orem, UT 84097

          Common Stock             Ross W. Jardine               2,100,000      7.76%
                                   116 S. Pfeifferhorn Drive
                                   Alpine, Utah 84004

          Common Stock             Momentum Media Ltd.           3,499,980      12.93%
                                   304 Dominion Centre
                                   43 Queen's Road
                                   East Wanchai
                                   Hong Kong
</TABLE>
     (b) Security Ownership of Management

     The following  table sets forth  security  ownership  information as of the
close of business on November 15, 1999, for any director,  executive  officer or
group of the Company's voting securities:

<TABLE>
<CAPTION>

          Title of                 Name of                       Amount of      Percent of
          Class                    Beneficial Owner              Ownership      Class
          ---------------------------------------------------------------------------------
          <S>                      <C>                           <C>            <C>
          Common Stock             D. Scott Elder                2,100,000      7.76%
                                   1156 East 100 North
                                   Orem, UT 84097

          Common Stock             Ross W. Jardine               2,100,000      7.76%
                                   116 S. Pfeifferhorn Drive
                                   Alpine, Utah 84004

          Common Stock             Anthony L. Tobin(1)           1,000,000      3.69%
                                   12A Pacific Bank Centre
                                   56 Gloucester Road
                                   Wanchai, Hong Kong

          Common Stock             Allen D. Hardman                 12,500      0.04%
                                   462 Stevens Avenue
                                   Suite 106
                                   Solana Beach, CA 92075

          Common Stock             Alfredo Alex S. Cruz III              4      nil
                                   405 One Magnificent Mile
                                   San Miguel Avenue
                                   Pasig City, Philippines 1605
</TABLE>

                                       41
<PAGE>
     (b) Security Ownership of Management (continued)

<TABLE>
<CAPTION>

          Title of                 Name of                       Amount of      Percent of
          Class                    Beneficial Owner              Ownership      Class
          ---------------------------------------------------------------------------------
          <S>                      <C>                           <C>            <C>

          Common Stock             All Directors and Officers
                                   as a Group (6 persons)        5,212,504      19.27%
</TABLE>
     Each of the persons  listed in the above table  possesses  sole  investment
power and sole voting power over the shares set forth in the above table.

         --------------------------------------------------
         (1)  Anthony L.  Tobin  does not direct own any shares of the  Company.
         However,   indirectly  Mr.  Tobin,  as  the  sole  director  of  Vulcan
         Consultants  Ltd., the owner of 1,000,000 (post split adjusted)  shares
         as stated above, has sole voting power over said shares.

     Except as set forth above, no other Officer or Director of the Company owns
any shares directly or indirectly.

     (c) Change in Control.

     There are no present  arrangements  or pledges of the Company's  securities
which may result in a change in control of the Company.

Item 5. Directors, Executive Officers, Promoters and Control Persons

     (a) Identity of Directors and Executive Officers.

<TABLE>
<CAPTION>

          Name and Address         Age       Position                 Term      Served Since
- ------------------------------------------------------------------------------------------------------------------
          <S>                      <C>       <C>                      <C>       <C>
          D. Scott Elder           41        CEO                      1 Year    June 1, 1999 to present
          825 North 1430 West                Chairman of the Board    1 Year    June 1, 1999 to present
          Orem, UT 84057                     Director                 1 Year    May 11, 1999 to present

          Anthony L. Tobin         53        President                1 Year    November 19, 1998 to present
          12A, Pacific Bank Centre           Director                 1 Year    October 5, 1998 to Present
          56 Gloucester Road                 CEO                                October 5, 1998 to June 1, 1999
          Wanchai, Hong Kong

          Allen D. Hardman         58        Vice President           1 Year    October 5, 1998 to Present
          452 Stevens Avenue                 Director                 1 Year    October 5, 1998 to Present
          Suite 106                          CFO                                October 5, 1998 to April 15, 1999
          Solana Beach, CA 92075

          Ross W. Jardine          38        Director                 1 Year    April 7, 1999 to present
          116 S. Pfeifferhorn Drive
          Alpine, Utah 84004

          Alfredo Alex S. Cruz III 39        Secretary                1 Year    June 1, 1999 to present
          15 Kalinga Street
          La Vista Subdivision
          Quezon City, Philippines
</TABLE>

                                       42
<PAGE>
     There are no arrangements or understandings between any of the directors or
executive  officers,  or any other person or person  pursuant to which they were
selected as directors and/or officers.

     D. Scott  Elder,  41, was  elected as the  Chairman  of the Board and Chief
Executive  Officer of the  Company in June 1999.  From 1994 to 1997,  Mr.  Edler
owned and operated two consulting businesses, D.Scott Elder & Associates and The
Business Alliance Company,  which developed marketing and training programs.  In
1998 Mr. Edler  continued to operate the consulting  business of D.Scott Elder &
Associates  and  founded  OIA with  Ross W.  Jardine.  Mr.  Elder  served as the
President of OIA until his  appointment  as the CEO and Chairman of the Board of
the Company in June 1999. Mr. Elder has a degree in Communications  from Brigham
Young University and an M.B.A. from the University of Phoenix in 1997. Mr. Elder
is also currently the Vice President of Online Investors Advantage, Inc., a Utah
Corporation  ("OIA"),  a company he  co-founded  with Ross Jardine in 1997.  OIA
provides educational workshops and video-based home study training programs that
teach  people how to use its  Investor  Toolbox  web site in order to make sound
stock  investing  decisions  and  manage  their own stock  investments.  OIA was
recently acquired by the Company.

     Before  devoting  full time to OIA, Mr. Elder was the owner of The Business
Alliance Company, which developed joint-venture marketing and training programs.
Some of the  companies  Mr.  Elder has  developed  joint-venture  projects  with
include General Mills,  Procter & Gamble,  Rubbermaid,  and Zane  Publishing,  a
company that markets educational programs through Amway.

     Mr.  Anthony  Tobin,  53, was  appointed  as a Director  of the  Company on
October 5, 1998 and as the  President on November  19,  1999.  Mr. Tobin is also
President of Momentum  Internet.  From 1994 through November 1997, Mr. Tobin was
the Managing Director of Momentum  Campaigns Ltd., Hong Kong, an advertising and
public  relations  consultancy  company.  In  November  1997  Momentum  Internet
Incorporated,  was formed to  specialize  in Internet  projects.  Mr.  Tobin has
served as the President of Momentum  Internet from 1997 to present.  In May 1998
Momentum Associates Ltd., a subsidiary of Momentum Internet was formed to handle
the  operations  of Momentum  Internet in Hong Kong.  Mr. Tobin has more than 25
years  experience  in Asia (Hong Kong,  Singapore,  and the  Philippines)  -- in
journalism  publishing,  public relations,  marketing,  advertising,  government
information.   and  the  Internet.   He  was  the  former   senior   information
communications  officer in the Hong Kong and  Singapore  governments.  Mr. Tobin
reported to the Prime Minister's  office in Singapore,  advising on domestic and
international publicity policies and implementing new strategies in the Ministry
of Information.  He has spent the last three years  developing and marketing the
Momentum Internet Incorporated product roster.

     Mr. Tobin is also a Director and Manager of Crossbow  Consultants  Ltd., an
Internet  publishing  company  which has a  consulting  contract  with  Momentum
Internet Incorporated, a subsidiary of the Company.

     Allen D. Hardman, 58, was appointed as a Director and the Vice President of
the Company on October 5, 1999.  Mr.  Hardman  earned an Industrial  Engineering
Technical Diploma from the University of Utah in 1966, and a Bachelors Degree in
Business  Administration  from California  State University in 1975. Mr. Hardman
services  as  the  Managing  Director  of  Business  Relations  for  Roeslein  &
Associates  from June 1993 through June 1997. Mr. Hardman was the Vice President
of  Operations  of Bestway  USA from July 1997 until the  Company's  spin-off of
Bestway  USA in  October  1998.  Mr.  Hardman  has 35 years of  varied  business
experience,  some with small companies and some with mid-to-large  corporations.
His work experience  includes president for a company  furnishing  pre-assembled
manufacturing  systems on a global basis.,  director of business development for
industrial  manufacturing systems,  national sales manager for systems products,
manufacturing   engineering,   product  and  systems   engineering,   consulting
engineering,  operations management, project management for multi-million dollar
projects installed worldwide, manufacturing quality control and customer service
management.

                                       43
<PAGE>
     During the last several years,  and  particularly  the last two years,  Mr.
Hardman has  restructured  several small  businesses to either  establish  their
viability as an enterprise  and/or  increase  their  operating  proficiency  and
potential for profitability. He has also been intimately involved in identifying
and establishing some strategic  partner  alliances and/or joint ventures.  This
allowed  the  companies   involved  to  improve  their  respective   competitive
position(s) in the marketplace through improved product or intellectual property
designs,  which resulted from the synergy realized by combining their individual
product offerings.

     Ross W. Jardine, 38, was appointed as a director of the Company on April 7,
1999 and is also the  President  of Online  Investors  Advantage,  Inc.,  a Utah
Corporation  ("OIA") a wholly  owned  subsidiary  of the  Company.  Mr.  Jardine
graduated  cum laude  from  Brigham  Young  University  in 1987 with a degree in
communications.  In 1990 Mr. Jardine founded  Jacobson & Jardine,  Inc. a Sports
Marketing and Promotion  company.  Mr. Jardine served as President  until August
1994  during  which time Mr.  Jardine was  responsible  for  operations  and the
developed  and marketed  licensed  products  for major  sporting  events.  These
clients included National Football League,  Indy 500, Kentucky Derby,  America's
Cup 1992, Nabisco,  Albertsons, Coca Cola, Fisher Price, American Home Products,
RJ Reynolds and many others.  In 1994 he became  interested  in the Internet and
moved  his  business  online.  This  experience  led him to  start a  consulting
business  focused  on  teaching  other  business  owners  how to get  their  own
businesses  online.  Mr. Jardine founded  Electronic  Marketing  Services (later
renamed  iMALL,  Inc) in 1994 and served as President  until January 1996.  From
January 1996 through August 1997 Mr. Jardine  served as  speaker/consultant  for
iMALL.  iMALL went  public in 1996 was  recently  sold to  Excite@home  for $425
million.

     In 1997 Mr.  Jardine  left  iMALL to focus on  creating  a program to train
investors in using the  Internet to invest.  Together  with D. Scott Elder,  Mr.
Jardine founded OIA, (www.i-advantage.com), a company focused on teaching people
how to invest  using their  personal  computers  and the  Internet.  The Company
quickly  established  itself as a leader in online  investor  education,  and is
highly recommended by the Security Blanket.com, www.thesecurityblanket.com.  OIA
conducts  dozens of workshops  and seminars in cities  around the country  where
investors  learn to use the most  advanced  investment  tools  available  on the
Internet.  Mr.  Jardine  serves as  President  of OIA and  conducts  many of the
training programs put on by OIA.

     Alfredo  Alex S. Cruz III,  the  Secretary  of the Company also serves as a
director of Momentum Asia,  Inc., and Momentum  Internet  Incorporated,  both of
which are wholly owned subsidiaries of the Company. Mr. Cruz was admitted to the
Philippine  Bar in 1987  having  received  his  Bachelor  of Law degree from the
University  of the  Philippines  in  1986  and an A.B.  in  Economics  from  the
University of the Philippines in 1982. Mr. Cruz is a founding partner of the law
firm of Bocobo  Rondain  Mendiola Cruz & Formoso  located in Pasig Metro Manila,
Philippines. Mr. Cruz's practice concentration and experience is in the areas of
mergers  and  acquisitions,  joint  ventures,   incorporations,   administrative
licensing,  and corporate housekeeping;  general exposure in trial and appellate
litigation in Contract, Corporate, Domestic Relations, Entertainment, Insurance,
Injunction, and Libel Law. Mr. Cruz is fluent in English and Filipino.

     (1) Directorships

     No  Director  of the  Company  or  person  nominated  or chosen to become a
Director holds any other  directorship in any company with a class of securities
registered  pursuant  to  section  12 of  the  Exchange  Act or  subject  to the
requirements of section 15(d) of such Act or any other company  registered as an
investment company under the Investment Company Act of 1940.

                                       44
<PAGE>
     (a) Identity of Significant Employees.

     In addition to the  executive  officers of the Company,  the Company or its
subsidiaries  rely on the  services  and  expertise  of  Peter  Graham  Daley of
Momentum Associates Limited, Brian Hodgson, the President of Asia4sale.com, Ross
W. Jardine,  the President of OIA, Scott Harris and David McCoy employees of OIA
and Eric Montandon,  the President of Momentum Asia, all of which persons make a
significant contributions to the business of the Company and its subsidiaries.

     (b) Family Relationships.

     There  are no family  relationships  between  any  directors  or  executive
officers of the Company, either by blood or by marriage.

     (c) Involvement in Certain Legal Proceedings.

     During  the past five  years,  no  present  or former  director,  executive
officer or person nominated to become a director or an executive  officer of the
Company:

     (1) was a general  partner or  executive  officer of any  business  against
which any bankruptcy petition was filed, either at the time of the bankruptcy or
two years prior to that time;

     (2) was  convicted in a criminal  proceeding  or named subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);

     (3)  was  subject  to any  order,  judgment  or  decree,  not  subsequently
reversed,  suspended  or  vacated,  of  any  court  of  competent  jurisdiction,
permanently or temporarily enjoining,  barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or

     (4) was found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange  Commission or the Commodity Futures Trading  Commission
to have  violated a Federal or state  securities  or  commodities  law,  and the
judgment has not been reversed, suspended or vacated.

                                       45
<PAGE>
Item 6. Executive Compensation.

     The  following  table sets  forth the  aggregate  compensation  paid by the
Company for services rendered during the periods indicated:

<TABLE>
<CAPTION>

                                                      SUMMARY COMPENSATION TABLE
                                                      ---------------------------

                                                                            Long Term Compensation
                                                                 --------------------------------------------------
                                  Annual Compensation                           Awards              Payouts
                    -----------------------------------------------------------------------------------------------
                                                                                Securities               All
                                                       Other                    Underlying               Other
                                                       Annual    Restricted     Options/       LTIP      Compen-
Name and            Year or                            Compen-   Stock          SAR's          Payouts   sation
Principal           Period    Salary         Bonus     sation)   Awards         (#)            ($)       ($)
Position            Ended     ($)            ($)       ($)
(a)                 (b)       (c)            (d)       (e)       (f)            (g)            (h)       (i)
- -------------------------------------------------------------------------------------------------------------------
<S>                 <C>       <C>            <C>       <C>       <C>            <C>            <C>       <C>
Anthony L. Tobin(1) 1998      $121,800       0         $31,200   0              0              0         0
President           1997      0              0         0         0              0              0         0
                    1996      0              0         0         0              0              0         0

Allen D. Hardman(2) 1998      $132,000       0         0         100,000        0              0         0
Vice President      1997      $120,000       0         0         100,000        0              0         0
                    1996      N/A            N/A       N/A       N/A            N/A            N/A       N/A

D. Scott Elder(3)   1998      $31,500        0         0         0              0              0         174,127
Chairman of         1997      $0             0         0         0              0              0         0
the Board           1996      N/A            N/A       N/A       N/A            N/A            N/A       N/A
and CEO

Ross D. Jardine(4)  1998      $0             0         0         0              0              0         208,520
President of  OIA   1997      $0             0         0         0              0              0         0
                    1996      N/A            N/A       N/A       N/A            N/A            N/A       N/A

Peter Graham
Daley(5)            1998      $24,000        0         0         0              0              0         0
Employee of         1997      N/A            N/A       N/A       N/A            N/A            N/A       N/A
Momentum Associates 1996      N/A            N/A       N/A       N/A            N/A            N/A       N/A
Limited
</TABLE>

- ---------------------------------------
     (1)  Mr. Tobin is the owner of Crossbow  Consultants Limited which receives
          $10,000 per month from the  Company's  subsidiary,  Momentum  Internet
          Incorporated,  for the services provided by Crossbow Consultants.  Mr.
          Tobin  through  his  employment  agreement  with  Momentum  Associates
          Limited,  a subsidiary of Momentum Internet  Incorporated,  receives a
          month housing  allowance of approximately  $2,600 and a management fee
          of approximately $150 per month.

     (2)  Mr. Hardman, the Vice President of the Company is currently subject to
          and Employment  Agreement with the Company. See Employment Contracts /
          Stock Incentive Plans" below.

     (3)  Mr.  Elder  received  a base  salary of  $31,500,  consulting  fees of
          $24,127,  and $150,000 in payment of deferred  compensation,  from OIA
          during 1998, for total compensation of $205,627.

     (4)  Mr.  Jardine  received  consulting  fees of $58,520  and  $150,000  in
          payment  of  deferred  compensation  from OIA during  1998,  for total
          compensation of $208,520.

     (5)  Mr.  Daley  through  his  employment   agreement  Momentum  Associates
          Limited,  a subsidiary of Momentum Internet  Incorporated,  receives a
          month housing  allowance of approximately  $2,000 and a management fee
          of approximately $150 per month.

                                       46
<PAGE>
     There  are  no  standard  arrangements  pursuant  to  which  the  Company's
directors are compensated for any services  provided as director.  No additional
amounts are payable to the Company's  directors for committee  participation  or
special assignments.

     There are no arrangements  pursuant to which any of the Company's directors
was compensated  during the Company's last completed fiscal year for any service
provided as director.

     There are no  employment  contracts,  compensatory  plans or  arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any  such  person  because  of his  or  her  resignation,  retirement  or  other
termination of employment  with the Company or its  subsidiaries,  any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.

     Nor  are  there  any  agreements  or  understandings  for any  director  or
executive  officer  to resign at the  request  of  another  person;  none of the
Company's  directors or executive officers is acting on behalf of or will act at
the direction of any other person.

                  EMPLOYMENT CONTRACTS / STOCK INCENTIVE PLANS
                  --------------------------------------------

     Allen D. Hardman.  Allen D. Hardman,  the Vice  President and a director of
the Company has an Employment Agreement with the Company which commenced on July
1,  1997  for a term of 5 years at an  initial  salary  of  $120,000  per  year.
Pursuant to the terms of the agreement, the Company's board of directors may, in
its sole discretion,  grant raises, bonuses, etc. in an amount not less that the
cost of living  increase  for the  greater  San Diego  area.  Additionally,  Mr.
Hardman's  Employment  Agreement  contains a stock  option  which  entitles  Mr.
Hardman  the option to one hundred  thousand  (100,000)  (post  split  adjusted)
shares of the  Common  Stock of the  Company,  at $2.00 per share,  (subject  to
adjustment for splits),  in equal  installments  of  twenty-five  (25,000) (post
split  adjusted)  shares each  beginning  after one (1) year of employment for 4
consecutive  years.  On April 15,  1999 the Board of  Directors  of the  Company
authorized  the amendment to Mr.  Hardman's  Employment  Agreement and the Stock
Option  contained  therein such that the  Employment  Agreement,  as amended and
Stock  Option  were  broken  out into two  separate  agreements.  Copies  of Mr.
Hardman's   Employment   Agreement,   Amendment  to  Employment   Agreement  and
Non-Qualified Stock Option Agreement are attached hereto and incorporated herein
by reference. See the Exhibit Index, Part III.

     Peter  Graham  Daley.  Momentum  Associates  Limited  ("MAL"),  a Hong Kong
registered   company  and   wholly-owned   subsidiary   of   Momentum   Internet
Incorporated,  which  is a  wholly  owned  subsidiary  of  the  Company  has  an
employment  agreement with Peter Graham Daley under which Mr. Daley will provide
administrative,  promotional and technical support services to MAL to enable MAL
to carry on its business as a facilitator  of Internet  marketing and publishing
service,.  Under the terms of this  agreement  Mr. Daley shall be paid a housing
allowance of HK$15,000 (approximately US$2,000) per month for a period from June
1, 1998,  through May 31, 1999.  The  agreement is subject to automatic  renewal
unless terminated by either party on one months prior notice.  The agreement has
been renewed.  A copy of this  Employment  Agreement  with Mr. Daley is attached
hereto and incorporated herein by reference. See the Exhibit Index, Part III.

     Anthony L. Tobin. Mr. Anthony L. Tobin, the President and a Director of the
Company has an Employment  Agreement with MAL. Under the terms of this agreement
Mr.  Tobin is to  provide  administrative,  promotional  and  technical  support
services  to MAL to enable  MAL to carry on its  business  as a  facilitator  of
Internet  marketing and publishing  service,.  Under the terms of this agreement
Mr.  Tobin  shall be paid a housing  allowance  of  HK$19,000  per month  plus a
management fee of HK$1,112 per month for a period from June 1, 1998, through May
31, 1999.  The agreement is subject to automatic  renewal  unless  terminated by
either party on one months prior notice.  The agreement has been renewed. A copy
of this Employment  Agreement with Mr. Tobin is attached hereto and incorporated
herein by reference. See the Exhibit Index, Part III.

     Crossbow Consultants, Limited. Mr. Tobin is also the sole owner of Crossbow
Consultants Limited. See

                                       47
<PAGE>
Item 7. "Certain Relationships and Related Transactions."

                             STOCK INCENTIVE AWARDS
                             ----------------------

     Other than the stock  options  and rights to acquire  additional  shares of
common  stock of the  Company  as set  forth in Item 8.  below,  Description  of
Securities  "Options,  Warrants and Rights to Acquire  Additional  Shares of the
Companies  Common Stock," there are no other  outstanding  options,  warrants or
rights to acquire additional shares of common stock of the Company.

     Any  incentive  awards,  stock  options  or  warrants  shall be made at the
discretion  of the board of  directors  or a committee  designed by the board of
directors.

Item 7. Certain Relationships and Related Transactions

                     TRANSACTIONS WITH MANAGEMENT AND OTHERS
                     ---------------------------------------

     On January 19, 1998,  Fountain Fresh International Inc., a Utah Corporation
("FFI"),  (Since  renamed to BEVEX  Inc.)  ceased  operations  due to  financial
insolvency.

     On May 13, 1998, New Age Publications,  a Philippine  Corporation  ("NAP"),
(Since renamed to Momentum Asia, Inc.), who had no ownership  interest in FFI at
that time, and  BetterStuff  AG, a Swiss  Corporation  ("BSAG"),  the designated
European  distributor  for FFI,  who had a  significant  vested  interest in the
success  of FFI and was  particularly  interested  in  preserving  FFI and their
beverage  center  technology,  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 that time.

     Accordingly,   on  May  20,  1998,  the  BCJV,   through  the  equal  joint
contributions by NAP and BSAG, did acquire 20,000,000 newly issued shares of FFI
for  $1,400,000.00,  increasing  the total  shares  issued  and  outstanding  to
32,264,000.  Under the  terms of the BCJV  agreement  NAP  would own  10,000,000
shares and BSAG would own 10,000,000  shares.  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.

     In February  1999,  following  the failure of the BCJV to reach a Milestone
established  by the joint venture  agreement  which  resulted in BEVX  requiring
additional  funding,  BSAG elected not to provide  further funded and to deliver
its shares of BEVX to its shareholders.  According,  BSAG, a Swiss  Corporation,
delivered to 13 of its shareholders,  9,000,000 of the 10,000,000 shares of BVEX
acquired  through the BCJV. As a result of the delivery of these shares by BSAG,
the 20,000,000 BEVEX (BVEX) shares acquired by BCJV are now  beneficially  owned
by the following entities:

     Entity                                                    Shares Owned
     ------                                                    ------------
     Momentum Asia                                                10,000,000
     Hugues Monteil                                                2,523,174
     Jorg E. Meyerhans                                             1,058,105
     Hannes Gubler                                                 1,058,105
     Heinz Almstalden                                              1,058,105
     Rudolf Wild AG                                                  982,817
     Jacques Deublebeiss                                             813,927
     Marc Bruhwiler                                                  284,875
     Walter Nietlispach                                              284,875
     Fredy Amstalden                                                 244,178
     Wemer Kiesinger                                                 244,178
     Lisa Pfenniger                                                  162,785
     Monika Deublebeiss                                              162,785
     Marco Wyss                                                      122,091
     BetterStuff AG                                                1,000,000
     -----------------------------------------------------------------------
     Total Shares                                                 20,000,000

                                       48
<PAGE>
     Having  fulfilled  its purpose to preserve  FFI (Now known as BEVEX  Inc.),
BCJV was formally terminated on June 13, 1999.

     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.

     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.

     Acquisition of Momentum Internet
     --------------------------------

     On October 5, 1998, the Company acquired  Momentum  Internet  Incorporated,
("Momentum  Internet"),  a corporation  organized  under the laws of the British
Virgin  Islands  in a  stock-for-stock  exchange,  whereby  the  Company  issued
1,130,000  (post split adjusted)  shares of restricted  common stock in exchange
for all capital stock of Momentum  Internet,  thereby making Momentum Internet a
wholly-owned  subsidiary of the Company.  Momentum Internet,  whose main offices
are located in Hong Kong and Manila in the Philippines,  has a range of Internet
products and services, including an international online stock trading portal, a
premium  web-based e-mail service,  an Internet  advertising  banner network,  a
finance website,  and an Asia-focused search engine. The acquisition of Momentum
Internet  was,  for  accounting  purposes  treated as a purchase.  A copy of the
Acquisition  Agreement  and  Plan  of  Reorganization  is  attached  hereto  and
incorporated herein by this reference. See the Exhibit Index, Part III.

     Acquisition of Momentum Asia
     ----------------------------

     On October 5, 1998, the Company acquired  Momentum Asia,  Inc.,  ("Momentum
Asia"),  a  corporation  organized  under  the  laws  of  the  Republic  of  the
Philippines in a stock-for-stock exchange,  whereby the Company issued 4,000,000
(post-split  adjusted)  shares of  restricted  common  stock in exchange for all
capital stock of Momentum  Asia,  thereby  making  Momentum Asia a wholly- owned
subsidiary of the Company.  Momentum Asia, whose main offices are located in the
Clark  Economic  Zone, in the  Philippines,  provides a wide range of compatible
graphic design, copy writing, printing, database management, and e-mail customer
service  operations.  The  acquisition  of  Momentum  Asia was,  for  accounting
purposes  treated as a purchase  of  Momentum  Asia.  A copy of the  Acquisition
Agreement and Plan of Reorganization is attached hereto and incorporated  herein
by this reference. See the Exhibit Index, Part III.

     Acquisition of Asia4sale
     ------------------------

     On March 25, 1999, the Company  entered into an  Acquisition  Agreement and
Plan of  Reorganization,  under which the Company would  acquire  Asia4sale.com,
Ltd.,  ("Asia4sale"),  a Hong Kong Registered Company. In exchange for 99 of the
100 shares of Asia4sale, the Company issued 100,000 (post-split adjusted) shares
of restricted  common stock and paid $15,000 cash to the majority  holder of the
capital stock of Asia4sale,  thereby  virtually  making Asia4sale a wholly-owned
subsidiary of the Company.  In addition,  the Company made an unsecured  loan of
$50,000 to Asia4sale upon closing of the acquisition and agreed to issue one (1)
additional  share  of  restricted  common  stock  for each  one  dollar  ($1.00)
(post-split  adjusted) of actual earnings of Asia4sale for the period from April
1, 1999,  through  September 31, 2000.  Asia4sale is in the business of Internet
related  international  e-commerce.  In  addition,  the  Company was granted the
option to  repurchase  the 100,000  (post split  adjusted)  shares issued in the
acquisition  of  Asia4sale  for a  period  of one (1)  year at a price  of $1.50
(post-split  adjusted)  per share in the  event  that  Asia4sale  fails to reach
positive cash flow from its  operations by September 30, 2000. As of the date of

                                       49
<PAGE>
this registration  statement,  Asia4sale has not yet reached positive cash flow.
The  acquisition was completed on May 12, 1999. The acquisition of Asia4sale was
accounted  for as a purchase.  The  contingent  shares are not recorded as being
issued  in  accordance  with  APB  16.,  paragraphs  79 and  80.  Copies  of the
Acquisition Agreement and Plan of Reorganization, Unsecured $50,000 Note and the
Stock Option are attached hereto and incorporated herein by this reference.  See
the Exhibit Index, Part III.

     In December  1999,  Asia4sale was sold to Internet  Ventures Ltd. (IVL) for
$5,000,000 cash and 300,000 shares of IVL. No value was attributed to the shares
of IVL  because  it was a  private  company.  The  Company  realized  a gain  of
$4,778,596 in the sale.

     Acquisition of Online Investors Advantage, Inc.
     -----------------------------------------------

     On March 31, 1999, the Company  entered into an  Acquisition  Agreement and
Plan of  Reorganization,  under which the Company would acquire Online Investors
Advantage Incorporated ("OIA"), a Utah corporation.  Online Investor's Advantage
is in the business  training  individuals  how to effectively  use the financial
planning  and  investment  tools  available  on the internet to manage their own
investment portfolios. The training is structured around a five-step discipline,
which  includes  searching for an  investment,  evaluating  the  investment  and
assessing  the  risk,  timing  the  purchase,  establishing  an exit  point  and
monitoring the investment. This is done through live workshops, and video-based,
self-directed home learning programs, which include the use of OIA's proprietary
website  www.investortoolbox.com.  In exchange  for all of the capital  stock of
OIA, the Company issued  1,000,000  (post-split  adjusted)  shares of restricted
common stock and paid $400,000 in cash, all of which was distributed pro-rata to
the  shareholders  of OIA,  thereby making OIA a wholly-owned  subsidiary of the
Company. In addition,  the Company issued 5,000,000 (post-split adjusted) shares
pro-rata to the  shareholders  of OIA. Those shares are currently  being held in
escrow in accordance with the terms of the adjustment provision set forth in the
acquisition agreement,  based on anticipated earnings of at least $2,500,000 for
OIA for the period from April 1, 1999,  through  March 31, 2000. As set forth in
the terms of the acquisition agreement, in the event that the actual earnings of
OIA are less than $2,500,000, for the specified period, then the total number of
shares  being held in escrow  shall be reduced  on a two  (post-split  adjusted)
share basis for each $1.00 of actual  earnings of OIA less than  $2,500,000.  In
the event that the actual earnings of OIA is greater than  $2,500,000,  then the
Company  shall  issue  such  additional  shares on the  basis of two  additional
(post-split  adjusted)  shares for each $1.00 of actual  earnings of OIA greater
than  $2,500,000.  The  acquisition  was completed on April 7, 1999.  The actual
earnings which are defined as net income before income taxes,  depreciation  and
interest  expense,  were  approximately  $3,700,000  through April 1, 1999.  The
acquisition  of OIA was accounted  for as a purchase.  The shares were issued as
contingent shares being held in escrow and have not been recorded. A copy of the
Acquisition  Agreement  and  Plan  of  Reorganization  is  attached  hereto  and
incorporated herein by this reference. See the Exhibit Index, Part III.

     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.

     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.

                                       50
<PAGE>
     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.

     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.

Item 8. Description of Securities.

     Common Stock
     ------------

     The Company has one class of security authorized,  consisting of 50,000,000
authorized  shares of one mill  ($0.001)  par value  common  voting  stock.  The
holders of the Company's common stock are entitled to one vote per share on each
matter  submitted to a vote at a meeting of  stockholders.  The shares of common
stock do not carry cumulative voting rights in the election of directors.

     Stockholders  of  the  Company  have  no  pre-emptive   rights  to  acquire
additional shares of common stock or other  securities.  The common stock is not
subject to redemption  rights and carries no subscription or conversion  rights.
In the event of  liquidation  of the  Company,  the  shares of common  stock are
entitled  to  share  equally  in  corporate  assets  after  satisfaction  of all
liabilities.  All shares of the common stock now  outstanding are fully paid and
non-assessable.

     As of November 15, 1999 there were 27,055,000 shares of Common Stock issued
and outstanding.

                                       51
<PAGE>
                         OUTSTANDING STOCK OR RIGHTS TO
            ACQUIRE ADDITIONAL SHARES OF THE COMPANIES COMMON STOCK.
            --------------------------------------------------------

     The company  currently has three  agreements  by which certain  individuals
have  options to purchase or rights to acquire  shares of the  Company's  Common
Stock.

     Allen D. Hardman - Stock Option.  Pursuant to the  Employment  Agreement of
Allen D. Hardman,  the Vice President and a Director of the Company, the Company
has granted Mr.  Hardman an option to purchase  one hundred  thousand  (100,000)
(post split adjusted)  shares of the common stock of the Company,  at a purchase
price of $2.00.  The right to exercise  his option to  purchase  the one hundred
thousand  shares  shall  vest in four (4)  equal  installments  of  twenty  five
thousand  (25,000) (post split  adjusted)  shares each on the completion of each
successive year of employment from date of contract.

     Asia4sale.com - Acquisition Consideration Adjustment. Pursuant to the terms
of the Acquisition  Agreement and Plan of Reorganization under which the Company
acquired 99 of the 100 shares of Asia4sale, thereby making Asia4sale virtually a
wholly  owned  subsidiary  of the Company,  the Company  agreed to issue one (1)
additional  share  of  restricted  common  stock  for each  one  dollar  ($1.00)
(post-split  adjusted) of actual earnings of Asia4sale for the period from April
1, 1999, through September 31, 2000.

     Online Investors Advantage Acquisition Consideration  Adjustment.  Pursuant
to the terms of the Acquisition Agreement and Plan of Reorganization under which
the Company acquired all of the capital stock of OIA, the Company in addition to
the 1,000,000 (post-split adjusted) shares of restricted common stock issued and
the  $400,000  in cash paid to the  shareholders  of OIA,  thereby  making OIA a
wholly-owned  subsidiary  of the  Company,  the  Company  issued  an  additional
5,000,000 (post-split adjusted) shares pro-rata to the shareholders of OIA which
shares  are  being  held in  escrow  pursuant  to the  terms  of the  adjustment
provision set forth in the acquisition agreement,  based on anticipated earnings
of $2,500,000  for OIA for the period from April 1, 1999 through March 31, 2000.
Pursuant to the terms of the acquisition agreement, in the event that the actual
earnings  of OIA are less than  $2,500,000,  for the  specified  period then the
total  number of shares  being  held in escrow  shall be  reduced on a one share
basis for each  $1.00 of actual  earnings  of OIA less than  $2,500,000.  In the
event  that the actual  earnings  of OIA is greater  than  $2,500,000,  then the
Company  shall  issue a such  additional  shares on the basis of one  additional
shares for each $1.00 of actual earnings of OIA greater than $2,500,000.

     Global  Direct  Marketing  Limited - Pursuant to the terms of the Agreement
between the Company and Global Direct Marketing  Limited,  the Company agreed to
issue 150,000  (post-split  adjusted)  restricted  shares of its common stock to
Global Direct in consideration of its referral of OIA to the Company.  According
to the terms of this Agreement,  these shares are to be issued only in the event
that the Company completes the acquisition of OIA in which event said shares are
to be  issue 9  months  from  the  consummation  of any  said  acquisition.  The
acquisition of OIA was completed on April 7, 1999, and,  therefore,  said shares
are to be issued to Global Direct on December 7, 1999.

     There are no other  outstanding  options,  warrants  or  rights to  acquire
additional shares of Common Stock of the Company.

                                CHANGE IN CONTROL
                                -----------------

     There is no  provision  in the  Company's  Articles  of  Incorporation,  as
amended, or Bylaws, as amended,  that would delay, defer, or prevent a change in
control of the Company.

                                       52
<PAGE>
                         OUTSTANDING STOCK OR RIGHTS TO
            ACQUIRE ADDITIONAL SHARES OF THE COMPANIES COMMON STOCK.
            --------------------------------------------------------

     The company  currently has three  agreements  by which certain  individuals
have  options to purchase or rights to acquire  shares of the  Company's  Common
Stock.

     Allen D. Hardman - Stock Option.  Pursuant to the  Employment  Agreement of
Allen D. Hardman,  the Vice President and a Director of the Company, the Company
has granted Mr.  Hardman an option to purchase  one hundred  thousand  (100,000)
(post split adjusted)  shares of the common stock of the Company,  at a purchase
price of $2.00.  The right to exercise  his option to  purchase  the one hundred
thousand  shares  shall  vest in four (4)  equal  installments  of  twenty  five
thousand  (25,000) (post split  adjusted)  shares each on the completion of each
successive year of employment from date of contract.

     Asia4sale.com - Acquisition Consideration Adjustment. Pursuant to the terms
of the Acquisition  Agreement and Plan of Reorganization under which the Company
acquired 99 of the 100 shares of Asia4sale, thereby making Asia4sale virtually a
wholly  owned  subsidiary  of the Company,  the Company  agreed to issue one (1)
additional  share of  restricted  common  stock for each two dollars  ($2.00) of
actual  earnings  of  Asia4sale  for the  period  from  April 1,  1999,  through
September 31, 2000.

     Online Investors Advantage Acquisition Consideration  Adjustment.  Pursuant
to the terms of the Acquisition Agreement and Plan of Reorganization under which
the Company acquired all of the capital stock of OIA, the Company in addition to
the 1,000,000 (post-split adjusted) shares of restricted common stock issued and
the  $400,000  in cash paid to the  shareholders  of OIA,  thereby  making OIA a
wholly-owned  subsidiary  of the  Company,  the  Company  issued  an  additional
5,000,000 (post-split adjusted) shares pro-rata to the shareholders of OIA which
shares  are  being  held in  escrow  pursuant  to the  terms  of the  adjustment
provision set forth in the acquisition agreement,  based on anticipated earnings
of $2,500,000  for OIA for the period from April 1, 1999 through March 31, 2000.
Pursuant to the terms of the acquisition agreement, in the event that the actual
earnings  of OIA are less than  $2,500,000,  for the  specified  period then the
total  number of shares  being  held in escrow  shall be  reduced on a one share
basis for each  $1.00 of actual  earnings  of OIA less than  $2,500,000.  In the
event  that the actual  earnings  of OIA is greater  than  $2,500,000,  then the
Company  shall  issue a such  additional  shares on the basis of one  additional
shares for each $1.00 of actual earnings of OIA greater than $2,500,000.

     Dividends
     ---------

     The Company has not declared any cash  dividends with respect to its common
stock, and does not intend to declare dividends in the foreseeable  future.  The
future dividend policy of the Company cannot be ascertained  with any certainty,
and if and  until the  Company  completes  any  acquisition,  reorganization  or
merger,  no such policy will be formulated.  There are no material  restrictions
limiting, or that are likely to limit, the Company's ability to pay dividends on
its securities.

Item 2. Legal Proceedings

     ZiaSun Technologies, Inc. v. Floyd D. Schneider, et al.
     -------------------------------------------------------

     The company  was a party  Plaintiff  in the matter of ZiaSun  Technologies,
Inc. v. Floyd D.  Schneider,  et al.,  United  States  District  Court,  Western
District of Washington, C99-1025. This action arises from the defendants alleged
defamatory  campaign  against the Company and its officers and  directors,  This
alleged cybersmear campaign involved the defendants postings of statements about
the  Company and its  offices  and  directors  which are alleged to be false and
defamatory..  The Company  alleges that the  defendants  were and are  knowingly
posting false  statements with the intent on negatively  impacting the Company's
stock prices in order for defendants to benefit financially in short selling. To
protect the Company,  its shareholders  and its officers and directors,  on June
24, 1999,  the Company filed a civil action in the United States  District Court
of  Washington  seeking  damages and  injunction  relief,  alleging  among other
things,  Securities Fraud through the defendants posting of false and misleading
defamatory  statements,  violation of the Washington  Consumer  Protection  Act,
Intentional  Interference  with Business  Expectancy,  Violation of Federal RICO
Statute 28 USA Sec. 1962, and violation of  Washington's  Criminal  Profiteering
Act. The matter is pending at present time.

                                       53
<PAGE>
     ZiaSun Technologies, Inc. v. Financialweb.Com, Inc., et al.
     -----------------------------------------------------------

     The company  was a party  Plaintiff  in the matter of ZiaSun  Technologies,
Inc. v.  Financialweb.Com,  Inc.,  et al.,  Circuit  Court of  Seminole  County,
Florida,  990-1136-CA-16-G.  This action arises from the  defendants  posting of
alleged false and  defamatory  article about the Company on its website known as
"The Stock Detective." The defendants  allegedly  knowingly posted the false and
defamatory  article with the intent on negatively  impacting the Company's stock
prices in order for  defendants to benefit  financially.  The Company  requested
that  defendant  publish a  retraction  but  defendant  has refused to do so. To
protect the Company, its shareholders and its officers and directors, on June 3,
1999,  the Company filed a civil action in the Circuit Court of Seminole  County
Florida, seeking damages and injunction relief. The matter is pending at present
time.

     With the exception of the legal proceedings set forth above, the Company is
not a party  to any  pending  legal  proceeding.  No  federal,  state  or  local
governmental  agency is  presently  contemplating  any  proceeding  against  the
Company. No director,  executive officer or affiliate of the Company or owner of
record or beneficially  of more than five percent of the Company's  common stock
is a party  adverse to the  Company or has a  material  interest  adverse to the
Company in any proceeding.

Item  3.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

     There has been no change of the  independent  auditors  of the  Company and
there are no disagreements  with the independent  auditors of the Company or its
subsidiaries.

Item 4. Recent Sales of Unregistered Securities

     The following  transactions  describe the sales of the Company's securities
over the last three years:

     Transaction #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  #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  non of the  foreign  corporations  are five
          percent beneficial owners of the Company's shares.

     Transaction #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.

                                       54
<PAGE>
     Transaction #4: On October 5, 1998, in conjunction  with the acquisition of
          Momentum Internet Incorporated, a corporation organized under the laws
          of the  British  Virgin  Islands  ("Momentum  Internet"),  the Company
          issued in a stock-for-stock  exchange 1,130,000  (post-split adjusted)
          shares of restricted common stock in exchange for all capital stock of
          Momentum  Internet  thereby  making  Momentum  Internet a wholly owned
          subsidiary of the Company.  No underwriters were used. The transaction
          is deemed  exempt from  registration  pursuant to Section  4(2) of the
          Securities  Act  of  1933.  The  recipients  of  the  shares  in  this
          transaction were shareholders of Momentum Internet, and possessed more
          information  regarding  the business of ZiaSun than any other  person.
          The  certificates  representing  each  of the  issued  shares  bear an
          appropriate restrictive legend.

     Transaction #5. On October 5, 1998, in conjunction  with the acquisition of
          Momentum Asia, Inc.,  ("Momentum Asia"), a corporation organized under
          the laws of the Republic of the  Philippines,  the Company issued in a
          stock-for-stock  exchange  4,000,000  (post-split  adjusted) shares of
          restricted  common stock in exchange for all capital stock of Momentum
          Asia,  thereby making  Momentum Asia a wholly-owned  subsidiary of the
          Company.  No  underwriters  we used. The  transaction is deemed exempt
          from  registration  pursuant to Section 4(2) of the  Securities Act of
          1933.  The  recipients  of  the  shares  in  this   transaction   were
          shareholders   of  Momentum  Asia,  and  possessed  more   information
          regarding  the  business  of  ZiaSun  than  any  other   person.   The
          certificates   representing   each  of  the  issued   shares  bear  an
          appropriate restrictive legend.

     Transaction #6. On March 25, 1999, in conjunction  with the  acquisition of
          Asia4sale.com, Ltd., ("Asia4sale"), a Hong Kong Registered Company, in
          exchange  for 99 of the 100 shares of  Asia4sale,  the Company  issued
          100,000 (post split  adjusted)  shares of restricted  common stock and
          paid  $15,000  cash to the  majority  holder of the  capital  stock of
          Asia4sale,   thereby   making   Asia4sale   virtually  a  wholly-owned
          subsidiary of the Company.  No underwriters were used. The transaction
          is deemed  exempt from  registration  pursuant to Section  4(2) of the
          Securities  Act  of  1933.  The  recipients  of  the  shares  in  this
          transaction   were   shareholders  of  Asia4sale  and  possessed  more
          information  regarding  the business of ZiaSun than any other  person.
          The  certificates  representing  each  of the  issued  shares  bear an
          appropriate restrictive legend.

     Transaction #7. On March 31, 1999, in conjunction  with the  acquisition of
          Online Investors Advantage Incorporated,  ("Online Investors"), a Utah
          Corporation,  In  exchange  for all of the  capital  stock  of  Online
          Investors,  the Company issued  1,000,000 (post split adjusted) shares
          of  "restricted"  common stock and paid $400,000 in cash, all of which
          was  distributed  pro-rata to the  shareholders  of Online  Investors,
          thereby  making  Online  Investors a  wholly-owned  subsidiary  of the
          Company. In addition, the Company issued an additional 5,000,000 (post
          split  adjusted)  shares  (the  "Escrow   Shares")   pro-rata  to  the
          shareholders of Online Investors.  The Escrow Shares are being held in
          escrow pursuant to the terms of the adjustment  provision set forth in
          the acquisition agreement.  No underwriters were used. The transaction
          is deemed  exempt from  registration  pursuant to Section  4(2) of the
          Securities  Act  of  1933.  The  recipients  of  the  shares  in  this
          transaction were shareholders of Online and possessed more information
          regarding  the  business  of  ZiaSun  than  any  other   person.   The
          certificates   representing   each  of  the  issued   shares  bear  an
          appropriate restrictive legend.

                                       55
<PAGE>
Item 5. Indemnification of Directors and Officers

     Pursuant to Article 9., of the  Restated  Articles  of  Incorporation,  the
Company shall  indemnify its  directors,  officers,  employee,  fiduciaries  and
agents as those terms are defined in, and to the  fullest  extent  permitted  by
under the Nevada Revised Statutes.

     Section  78.751(1)  of the Nevada  Revised  Statutes  ("NRS")  authorizes a
Nevada corporation to indemnify any director,  officer,  employee,  or corporate
agent  "who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative or investigative,  except an action by or in the right
of the corporation" due to his corporate role.  Section  78.751(1)  extends this
protection "against expenses,  including attorneys' fees,  judgments,  fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action,  suit or  proceeding  if he acted in good faith and in a manner
which he  reasonably  believed to be in or not opposed to the best  interests of
the corporation,  and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful."

     Section  78.751(2)  of  the  NRS  also  authorizes  indemnification  of the
reasonable  defense or  settlement  expenses of a corporate  director,  officer,
employee or agent who is sued, or is threatened  with a suit, by or in the right
of the  corporation.  The party must have been acting in good faith and with the
reasonable  belief that his actions were not opposed to the  corporation's  best
interests.  Unless the court  rules  that the party is  reasonably  entitled  to
indemnification,  the party  seeking  indemnification  must not have been  found
liable to the corporation.

     To the extent that a corporate  director,  officer,  employee,  or agent is
successful  on the merits or  otherwise in  defending  any action or  proceeding
referred to in Section  78.751(1)  or  78.751(2),  Section  78.751(3) of the NRS
requires that he be indemnified  "against expenses,  including  attorneys' fees,
actually and reasonably incurred by him in connection with the defense."

     Section 78.751 (4) of the NRS limits  indemnification under Sections 78.751
(1) and 78.751(2) to situations  in which either (1) the  stockholders,  (2) the
majority  of a  disinterested  quorum of  directors,  or (3)  independent  legal
counsel determine that indemnification is proper under the circumstances.

     Pursuant to Section  78.751(5) of the NRS, the  corporation  may advance an
officer's or director's  expenses incurred in defending any action or proceeding
upon receipt of an undertaking. Section 78.751(6)(a) provides that the rights to
indemnification and advancement of expenses shall not be deemed exclusive of any
other  rights  under  any  bylaw,   agreement,   stockholder  vote  or  vote  of
disinterested   directors.   Section   78.751(6)(b)   extends   the   rights  to
indemnification  and  advancement  of  expenses to former  directors,  officers,
employees and agents, as well as their heirs, executors, and administrators.

     Regardless of whether a director,  officer, employee or agent has the right
to indemnity,  Section  78.752 allows the  corporation  to purchase and maintain
insurance on his behalf against liability resulting from his corporate role.

     Article VIII.,  of the Company's  Amended and Restated  Bylaws restates the
above-referenced   indemnification   provisions   of  the  NRS.  This  right  to
indemnification  continues  as to  persons  who have  ceased to be agents of the
Company  and  inures  to the  benefit  of such  persons'  heirs,  executors  and
administrators.

                                       56
<PAGE>
                                    PART F/S
                                    --------

                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 1999 and 1998


                                    CONTENTS
                                    --------

                                                                          Page
                                                                          ----
Independent Auditors' Report.............................................  58
Consolidated Balance Sheet...............................................  59
Consolidated Statements of Operations....................................  61
Consolidated Statements of Stockholders' Equity..........................  62
Consolidated Statements of Cash Flows....................................  63
Notes to the Consolidated Financial Statements...........................  65


                                       57
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
ZiaSun Technologies, Inc. and Subsidiaries
Solana Beach, California

We  have  audited  the  accompanying   consolidated   balance  sheet  of  ZiaSun
Technologies,  Inc.  and  Subsidiaries  as of December  31, 1999 and the related
consolidated statements of operations,  stockholders' equity, and cash flows for
the years  ended  December  31,  1999 and  1998.  These  consolidated  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects, the financial position of ZiaSun Technologies,
Inc.  and  Subsidiaries  as of  December  31,  1999  and the  results  of  their
operations  and their cash flows for the years ended  December 31, 1999 and 1998
in conformity with generally accepted accounting principles.



Jones, Jensen & Company
Salt Lake City, Utah
March 25, 2000, except for Note 13 as to which the date is May 11, 2000.


                                       58
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheet

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
                                                                 December 31,
                                                                    1999
                                                                 ------------
<S>                                                              <C>
CURRENT ASSETS
   Cash and cash equivalents                                     $ 11,652,505
     Trade receivables, net (note 2):                               1,145,960
     Interest receivable                                                8,333
   Inventory (Note 2)                                                  18,239
   Marketable securities (Note 2)                                     540,234
   Prepaid expenses (Note 2)                                          131,772
                                                                 ------------

     Total Current Assets                                          13,497,043
                                                                 ------------

EQUIPMENT (Note 2)

   Printing equipment                                                 289,443
   Machinery and equipment                                            393,091
   Office equipment                                                   153,734
   Vehicles                                                            17,163
   Leasehold improvements                                             138,841
   Less: accumulated depreciation                                    (197,053)
                                                                 ------------

     Total Equipment                                                  795,219
                                                                 ------------

OTHER ASSETS

   Equity investment (Note 11)                                        254,195
   Goodwill - net                                                   4,667,623
   Receivables - related parties (Note 6)                              88,679
   Other assets (Note 3)                                              664,088
                                                                 ------------

     Total Other Assets                                             5,674,585
                                                                 ------------

     TOTAL ASSETS                                                $ 19,966,847
                                                                 ============
</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       59
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                     Consolidated Balance Sheet (Continued)


                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
<TABLE>
<CAPTION>

                                                                 December 31,
                                                                    1999
                                                                 ------------
<S>                                                              <C>
CURRENT LIABILITIES

   Accounts payable                                              $  1,382,757
   Related party payable (Note 6)                                     690,000
   Taxes payable (Note 5)                                           2,083,763
   Deferred income                                                     74,100
                                                                 ------------

     Total Current Liabilities                                      4,230,620
                                                                 ------------

     Total Liabilities                                              4,230,620
                                                                 ------------

COMMITMENTS AND CONTINGENCIES (Note 4)

STOCKHOLDERS' EQUITY

   Common stock: 50,000,000 shares authorized of $0.001
    par value, 22,205,018 shares issued and outstanding                22,205
   Additional paid-in capital                                      12,504,547
   Treasury stock, 63,200 shares                                      (34,030)
   Other comprehensive income                                          54,230
   Deferred compensation                                              (30,000)
   Retained earnings                                                3,219,275
                                                                 ------------

     Total Stockholders' Equity                                    15,736,227
                                                                 ------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $ 19,966,847
                                                                 ============

</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       60
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                      Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                                      For the Years Ended
                                                                         December 31,
                                                                 ---------------------------
                                                                     1999           1998
                                                                 ------------   ------------
<S>                                                              <C>            <C>
SALES, NET                                                       $ 27,220,240   $    760,529

COST OF GOODS SOLD                                                 17,274,957        341,277
                                                                 ------------   ------------

   Gross Margin                                                     9,945,283        419,252
                                                                 ------------   ------------

OPERATING EXPENSES

   Depreciation and amortization expense                              683,713         89,885
   Bad debt expense                                                   132,586         18,160
   Consulting fees - related party (Note 6)                           190,060         20,000
   General and administrative                                       4,632,905        492,936
                                                                 ------------   ------------
     Total Operating Expenses                                       5,639,264        620,981
                                                                 ------------   ------------

     Gain (Loss) from Operations                                    4,306,019       (201,729)
                                                                 ------------   ------------

OTHER INCOME (EXPENSE)

   Loss on equity investment (Note 12)                                (49,356)      (165,449)
   Interest expense                                                   (22,299)           -
   Realized gain on marketable securities (Note 10)                   470,185        535,801
   Unrealized gain on marketable securities (Note 10)                 114,795        712,438
   Rental income                                                          -           17,379
   Interest and dividend income                                       111,749          6,524
   Loss on write off of assets                                         (6,340)      (135,644)
   Gain on sale of subsidiary (Note 1)                              4,778,596            -
   Management fees                                                     45,000            -
                                                                 ------------   ------------

     Total Other Income (Expense)                                   5,442,330        971,049
                                                                 ------------   ------------

INCOME (LOSS) BEFORE INCOME TAXES                                   9,748,349        769,320
INCOME TAXES (Note 5)                                              (3,784,110)           -
                                                                 ------------   ------------

NET INCOME                                                          5,964,239        769,320
                                                                 ------------   ------------

OTHER COMPREHENSIVE INCOME (LOSS)

   Foreign currency translation adjustment                             15,436         (2,967)
                                                                 ------------   ------------

NET COMPREHENSIVE INCOME                                         $  5,979,675   $    766,353
                                                                 ============   ============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING                      21,769,583     17,022,767
                                                                 ============   ============

BASIC INCOME PER SHARE                                           $       0.27   $       0.05
                                                                 ============   ============

FULLY DILUTED WEIGHTED AVERAGE NUMBER
 OF SHARES OUTSTANDING                                             25,796,000     17,122,767
                                                                 ============   ============

FULLY DILUTED INCOME PER SHARE                                   $       0.23   $       0.04
                                                                 ============   ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       61
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Consolidated Statements of Stockholders' Equity

<TABLE>
<CAPTION>


                                                                                   Other
                              Common Stock           Additional                   Compre-       Deferred
                       --------------------------    Paid-in         Treasury     hensive       Compen-       Retained
                          Shares     Amount          Capital          Stock       Income        sation        Earnings      Total
                       ------------  ------------  ------------   ------------  ------------  ------------  ------------  ----------
<S>                    <C>           <C>           <C>            <C>           <C>           <C>           <C>           <C>
Balance,
December 31, 1997        15,800,000  $     15,800  $  3,576,129   $        -    $        -    $    (40,000) $ (3,514,284) $   37,645

Purchase of Momentum
ASIA, Inc. and
Momentum Internet, Inc.   5,130,000         5,130     5,347,265        (70,000)       41,761           -             -     5,324,156

Currency translation
adjustment                      -             -             -              -          (2,967)          -             -       (2,967)

Net income for the
year ended
December 31, 1998               -             -             -              -             -             -         769,320     769,320
                       ------------  ------------   -----------   ------------  ------------  ------------  ------------  ----------

Balance,
December 31, 1998        20,930,000        20,930     8,923,394        (70,000)       38,794       (40,000)   (2,744,964)  6,128,154

Purchase of
ASIA4Sale.com, Ltd.         100,000           100       249,900            -             -             -             -       250,000

Purchase of
Online Investors
Advantage, Inc.           1,150,000         1,150     2,873,850            -             -             -             -     2,875,000

Exercise of stock
option at $2.00
per share                    25,000            25        49,975            -             -             -             -        50,000

Amortization of
deferred compensation           -             -             -              -             -          10,000           -        10,000

Proceeds from the
sale of the Company's
common stock by a
Subsidiary                      -             -         407,428         35,970           -             -             -       443,398

Adjustment for
forward stock split              18           -             -              -             -             -             -          -

Currency translation
adjustment                      -             -             -              -          15,436           -             -        15,436

Net income for
the year ended
December 31, 1999               -             -             -              -             -             -       5,964,239   5,964,239
                       ------------  ------------  ------------   ------------  ------------  ------------  ------------  ----------

Balance,
December 31, 1999        22,205,018  $     22,205  $ 12,504,547   $    (34,030) $     54,230  $    (30,000) $  3,219,275 $15,736,227
                       ============  ============   ===========   ============  ============  ============  ============  ==========

</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       62
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                      For the Years Ended
                                                                         December 31,
                                                                 ---------------------------
                                                                     1999           1998
                                                                 ------------   ------------
<S>                                                              <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net income (loss)                                             $  5,964,239   $    769,320
   Adjustments to reconcile net income (loss) to net
    cash used in operating activities:
     Depreciation and amortization                                    683,713         89,885
     Bad debt expense                                                 132,586         18,160
     Loss on equity investment                                         49,356        165,449
     Unrealized gain on marketable securities                        (114,795)      (712,438)
     Realized gain on marketable securities                          (470,185)      (535,801)
     Gain on sale of subsidiary                                    (4,778,596)           -
     Loss on write off of assets                                        6,340        135,644
     Currency translation adjustment                                  (15,436)         2,967
   Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable                      (387,000)      (564,890)
     (Increase) decrease in inventory                                  31,761        (22,409)
     (Increase) decrease in prepaids                                 (124,402)        (3,685)
     Purchase of marketable securities                               (445,446)           -
     Sale of marketable securities                                  1,435,237      1,248,239
     Payment of rental deposits                                       (26,647)           -
     Increase (decrease) in accounts payable and
      accrued expenses                                                332,842        (17,362)
     Increase (decrease) in taxes payable                           2,083,763            -
     Increase (decrease) in deferred income                            74,100            -
     (Increase) decrease in receivable - related party receivable     645,586            -
                                                                 ------------   ------------

       Net Cash Provided by (Used In) Operating Activities          5,077,016       (573,079)
                                                                 ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Sale of subsidiary                                               5,000,000            -
   Purchases of property and equipment                               (405,813)      (301,625)
                                                                 ------------   ------------

       Net Cash Provided by Investing Activities                    4,594,187       (301,625)
                                                                 ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Sale of the Company's common stock by a subsidiary                 443,398            -
   Proceeds from borrowings - related parties                         690,000            -
   Cash acquired in purchase of subsidiaries                          280,123        173,298
   Proceeds from exercise of stock options                             50,000            -
                                                                 ------------   ------------

       Net Cash Provided by Financing Activities                    1,463,521        173,298
                                                                 ------------   ------------

NET INCREASE (DECREASE) IN CASH                                    11,134,724        444,752

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                        517,781         73,029
                                                                 ------------   ------------

CASH AND CASH EQUIVALENTS AT END OF YEAR                         $ 11,652,505   $    517,781
                                                                 ============   ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       63
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Continued)

<TABLE>
<CAPTION>
                                                                      For the Years Ended
                                                                         December 31,
                                                                 ---------------------------
                                                                     1999           1998
                                                                 ------------   ------------
<S>                                                              <C>            <C>
SUPPLEMENTAL CASH FLOW INFORMATION:

Cash Paid For:

   Interest                                                      $     22,299   $        -
   Income taxes                                                  $        -     $        -

Schedule of Non-Cash Financing Activities:

   Purchase of subsidiaries for common stock                     $  3,125,000   $  5,534,156
   Conversion of note receivable to treasury stock               $        -     $     70,000


</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       64
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

     The financial statements  presented are those of ZiaSun Technologies,  Inc.
     (formerly   BestWay  U.S.A.,   Inc.)  (the  "Company").   The  Company  was
     incorporated  in the State of Nevada on March 19,  1996.  The  Company is a
     holding company in the business of acquiring  companies and operations with
     business models developed around the Internet. The Company was considered a
     development stage company as defined in SFAS No. 7 until the acquisition of
     Momentum  Asia,  Inc.  and  Momentum  Internet,  Inc. in 1998.  The Company
     changed  its  name to  "BestWay  U.S.A.,  Inc."  on  April  17,  1997  and,
     subsequently, changed its name to Ziasun Technologies, Inc. during 1998. On
     September  10,  1998  in   connection   with  the  agreement  and  plan  of
     reorganization  described below, the shareholders of the Company authorized
     and the  Company  completed a reverse  stock  split of 1-for-2.  On May 14,
     1999,  the  Company's  common  stock was forward  split on a 2 shares for 1
     share  basis.   All   references  to  shares  of  common  stock  have  been
     retroactively restated.

     Momentum Internet, Inc. (MII), a wholly-owned subsidiary,  was incorporated
     under the laws of the  British  Virgin  Islands on  November  7, 1997.  MII
     controls a range of Internet products and services, including a copyrighted
     international  on-line stock trading  web-site,  a premium web-based e-mail
     service,   an  advertising  banner  network,  a  finance  web-site  and  an
     Asia-focused search engine. MII has its main offices in Hong Kong.

     Momentum Asia, Inc. (MAI), a wholly-owned  subsidiary,  was incorporated in
     Manilla,  Philippines  on  September  6,  1994  under  the  name of New Age
     Publications, Inc. On June 17, 1998, the name was changed to Momentum Asia,
     Inc.  MAI  provides a wide range of  compatible  graphic  design,  writing,
     printing,  database management,  direct mailing and e-mail customer service
     operations.

     BestWay Beverages, Inc. (BBI), a wholly-owned subsidiary,  was incorporated
     in the State of Nevada  on  September  23,  1998.  BBI holds the  exclusive
     distribution  franchise  rights  in the  U.S.  and  Mexico  for a  patented
     in-store beverage center. BBI is a U.S. based corporation.

     On  October  5,  1998,  the  Company  completed  an  agreement  and plan of
     reorganization  whereby Ziasun issued  5,130,000 shares of its common stock
     in exchange for all the outstanding  common stock of MAI and MII. 4,000,000
     shares were issued for MAI and  1,130,000  shares were issued for MII.  The
     reorganization  was accounted for as a purchase of MAI and MII. At the time
     of the acquisition, Ziasun had 15,800,000 shares outstanding. The financial
     statements  of Ziasun  reflected  a license  valued at $50,000  and minimal
     liabilities.

     Swiftrade,  Inc. (SI), a wholly-owned  subsidiary of MII, was  incorporated
     under the laws of the British  Virgin  Islands in 1998 to operate an online
     trading and financial website. It was inactive in 1998 and 1999.

     Online Investors  Advantage,  Inc. (Online) was incorporated under the laws
     of the  State  of Utah  in 1997 to  engage  in the  business  of  providing
     workshops to individuals regarding investing in the stock market.

                                       65
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)

     On March 31, 1999, the Company  entered into an  Acquisition  Agreement and
     Plan of  Reorganization  under which the Company  acquired Online Investors
     Advantage,  Inc.  (OIA),  a Utah  corporation.  OIA is in the  business  of
     training  individuals  how to  effectively  use the financial  planning and
     investment  tools  available on the internet to manage their own investment
     portfolios. The training is structured around a five-step discipline, which
     includes  searching  for  an  investment,  evaluating  the  investment  and
     assessing  the risk,  timing the purchase,  establishing  an exit point and
     monitoring  the  investment.  This  is done  through  live  workshops,  and
     video-based, self-directed home learning programs, which include the use of
     OIA's proprietary website, www.investortoolbox.com.  In exchange for all of
     the  capital  stock  of  OIA,  the  Company  issued  1,000,000  (post-split
     adjusted) shares of restricted  common stock and paid $400,000 in cash, all
     of which was  distributed  pro-rata  to the  shareholders  of OIA,  thereby
     making OIA a  wholly-owned  subsidiary  of the Company.  In  addition,  the
     Company  issued  5,000,000  (post-split  adjusted)  shares  pro-rata to the
     shareholders  of OIA.  Those shares are  currently  being held in escrow in
     accordance with the terms of the acquisition  agreement,  in the event that
     the actual  earnings of OIA are less than  $2,500,000,  for the period from
     April 1, 1999 through March 31, 2000, then the total number of shares being
     held in escrow  shall be  reduced  on a  one-share  basis for each $0.50 of
     actual earnings of OIA less than  $2,500,000.  In the event that the actual
     earnings of OIA is greater than  $2,500,000,  the Company  shall issue such
     additional  shares on the basis of one  additional  share for each $0.50 of
     actual  earnings  of OIA  greater  than  $2,500,000.  The  acquisition  was
     completed on April 7, 1999.  The  acquisition of OIA was accounted for as a
     purchase.  The  contingent  shares  are not  recorded  as being  issued  in
     accordance with APB 16, paragraphs 79 and 80.

     Asia4sale  was  incorporated  on April 9,  1996,  duly  organized,  validly
     existing and in good  standing  under the laws of Hong Kong.  Asia4sale was
     organized to buy and sell merchandise over the internet, buying and selling
     goods directly from  manufacturers  in Asia. To be competitive in the Asian
     market,  the Company has  acquired  the assets of Pacific  Barter,  Ltd., a
     company specializing in barter in Asia.

     On March 25, 1999, the Company  entered into an  Acquisition  Agreement and
     Plan of  Reorganization,  under which the Company  acquired  Asia4sale.com,
     Ltd., ("Asia4sale"). In exchange for 99 of the 100 shares of Asia4sale, the
     Company issued 100,000  (post-split  adjusted) shares of restricted  common
     stock and paid $15,000 cash to the majority  holder of the capital stock of
     Asia4sale,  thereby virtually making Asia4sale a wholly-owned subsidiary of
     the Company. In addition,  the Company made an unsecured loan of $50,000 to
     Asia4sale  upon  closing  of the  acquisition  and  agreed to issue  one(1)
     additional  share of  restricted  common  stock for each dollar  ($1.00) of
     actual  earnings of  Asia4sale  for the period  from April 1, 1999  through
     September  30,  2000.  Asia4sale  is in the  business of  Internet  related
     international  e-commerce.  In addition, the Company was granted the option
     to repurchase the 100,000 shares issued in the acquisition of Asia4sale for
     a period of one (1) year at a price of $1.50  per  share in the event  that
     Asia4sale  fails  to reach  positive  cash  flow  from  its  operations  by
     September 30, 2000.  The  acquisition  was  completed on May 12, 1999.  The
     acquisition  of Asia4sale was accounted for as a purchase.  The  contingent
     shares  are  not  recorded  as  being  issued  in  accordance  with  APB16,
     paragraphs 79 and 80.

     On December 31, 1999, the Company sold  Asia4Sale for  $5,000,000  cash and
     300,000 shares of Internet Ventures, Ltd (IVL) a Samoan investment company.
     No value  was  attributed  to the  shares  of IVL  because  it is a private
     company. The Company realized a gain of $4,778,596 on the sale.

                                       66
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a. Accounting Method

     The Company's financial statements are prepared using the accrual method of
     accounting. The Company has elected a December 31 year end.

     b. Cash and Cash Equivalents

     The Company  considers  all highly  liquid  investments  with a maturity of
     three  months or less to be cash  equivalents.  The detail of cash and cash
     equivalents is as follows:
                                                                  December 31,
                                                                 -------------
                                                                     1999
                                                                 -------------
          Demand Deposits:
               U.S.                                              $   5,283,311
               Foreign                                                 164,043
                                                                 -------------
                                                                     5,447,354
                                                                 -------------
          Money Market Funds:
               U.S.                                                  5,804,011
               Foreign                                                     -
                                                                 -------------
                                                                     5,804,011
                                                                 -------------
          Certificates of Deposit:
               U.S.                                                        -
               Foreign                                                 400,735
                                                                 -------------
                                                                       400,735
                                                                 -------------
          Cash on Hand:
               U.S.                                                        -
               Foreign                                                     405
                                                                 -------------
                                                                           405
                                                                 -------------

          TOTAL                                                  $  11,652,505
                                                                 =============
     c. Inventory

     Inventories of raw materials are stated at the lower of cost or market. The
     cost of the inventory  includes the purchase price and direct costs such as
     freight-in.

     d. Accounts Receivable

     Accounts  receivable are shown net of the allowance for doubtful  accounts.
     The  allowance  was  $43,906  and  $36,320 at  December  31, 1999 and 1998,
     respectively.

     e. Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financials  statements  and the  reported  amounts of revenues and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

                                       67
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

     f. Foreign Operations

     The Company currently  conducts  printing,  database  management,  customer
     service and direct mailing activities in the Philippines,  a country with a
     developing  economy.  The Philippines  have  experienced  recently,  or are
     experiencing currently, economic or political instability.  Hyperinflation,
     volatile  exchange  rates  and rapid  political  and  legal  change,  often
     accompanied by military insurrection,  have been common in this and certain
     other  emerging  markets in which the Company may conduct  operations.  The
     Company may be  materially  adversely  affected by  possible  political  or
     economic  instability  in any one or more of  those  countries.  The  risks
     include,   but  are  not  limited  to   terrorism,   military   repression,
     expropriation,  changing fiscal regimes,  extreme  fluctuations in currency
     exchange  rates,  high rates of inflation and the absence of industrial and
     economic  infrastructure.  Changes in investment  policies or shifts in the
     prevailing  political  climate in any of the countries in which the Company
     conducts exploration and development  activities could adversely affect the
     Company's  business.  Operations  may be  affected  in  varying  degrees by
     government  regulations  with  respect to  production  restrictions,  price
     controls,  export  controls,  income  and  other  taxes,  expropriation  of
     property, maintenance of claims, environmental legislation,  labor, welfare
     benefit policies,  land use, land claims of local residents,  water use and
     safety. The effect of these factors cannot be accurately predicted.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     g. Equipment

     Property and equipment are stated at cost.  Depreciation  is computed using
     the  straight-line  method over the estimated  useful life or lease term of
     the related asset. Estimated useful lives are as follows:

          Printing equipment                                     7 years
          Machinery and equipment                                5 years
          Office equipment                                       5 years
          Vehicles                                               10 years
          Leasehold improvements                                 5 years

     h. Marketable Securities

     The  Company  has  classified   its  marketable   securities  as  "trading"
     securities.  Trading  securities  are stated at fair  value.  Realized  and
     unrealized gains and losses are included in other income.

     Marketable  securities  at December  31, 1999 were  $540,234  and have been
     included in current assets.

                                       68
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

     i. Basic Income per Share of Common Stock

     The basic income per share of common stock is based on the weighted average
     number of shares  issued and  outstanding  at the date of the  consolidated
     financial  statements.  Fully  diluted  income per share of common stock as
     disclosed  in  the  accompanying   consolidated  statements  of  operations
     includes  the  stock  options  discussed  in Note 9, the  convertible  debt
     discussed in Note 6 and the contingent shares disclosed in Note 1 as common
     stock equivalents.

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                 ---------------------------
                                                                     1999           1998
                                                                 ------------   ------------
<S>                                                              <C>            <C>
              Basic EPS Computation
              ---------------------

              Numerator                                          $  5,964,239   $    769,320
                                                                 ------------   ------------
              Denominator:
                Weighted common shares outstanding                 21,769,583     17,022,767
                                                                 ------------   ------------

              Basic EPS                                          $       0.27   $       0.05
                                                                 ============   ============

              Diluted EPS Computation
              -----------------------

              Numerator                                          $  5,964,239   $    769,320
                                                                 ------------   ------------
              Denominator:
                Weighted common shares outstanding                 21,769,583     17,022,767
                Employee options                                       75,000        100,000
                Purchase of subsidiaries (contingent)               3,847,917            -
                Convertible debt                                      103,500            -
                                                                 ------------   ------------

                Total Shares                                       25,796,000     17,122,767
                                                                 ------------   ------------

              Diluted EPS                                        $       0.23   $       0.04
                                                                 ============   ============
</TABLE>

                                       69
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     j. Foreign Currency Translation

     Monetary  assets and  liabilities  denominated  in foreign  currencies  are
     translated  into United  States  dollars at the period and  exchange  rate.
     Non-monetary  assets are translated at the historical exchange rate and all
     income and expenses are translated at the exchange rates prevailing  during
     the period. Foreign exchange currency translation  adjustments are included
     in the stockholders' equity section.

     k. Fair Value of Financial Instruments

     As of  December  31,  1999  and  1998,  the fair  value  of cash,  accounts
     receivable and accounts and advances payable,  including amounts due to and
     from related parties, approximate carrying values because of the short-term
     maturity of these instruments.

     l. Advertising

     Advertising  costs are  expensed as  incurred.

     m. Research and Development

     The Company expenses  immediately  research and development  costs incurred
     for its own benefit.  Research and development costs  approximated  $73,062
     and $33,657 in 1999 and 1998,  respectively.  These  costs are  included in
     general and  administrative  expense.  The cost of research and development
     performed for customers is included in the cost of sales.

     n. Principles of Consolidation

     The  consolidated   financial   statements  include  the  Company  and  its
     wholly-owned  subsidiaries.   All  significant  intercompany  accounts  and
     transactions have been eliminated.

     o. Change in Accounting Principle

     In June 1998,  the FASB  issued SFAS No. 133,  "Accounting  for  Derivative
     Instruments  and Hedging  Activities"  which  requires  companies to record
     derivatives as assets or liabilities,  measured at fair market value. Gains
     or losses resulting from changes in the values of those  derivatives  would
     be  accounted  for  depending on the use of the  derivative  and whether it
     qualifies for hedge  accounting.  The key criterion for hedge accounting is
     that  the  hedging  relationship  must be  highly  effective  in  achieving
     offsetting  changes in fair value or cash flows.  SFAS No. 133 is effective
     for all fiscal  quarters of fiscal years beginning after June 15, 1999. The
     adoption  of  this  statement  had no  material  impact  on  the  Company's
     financial statements.

                                       70
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTANT POLICIES (Continued)

     p. Stock Options

     The Company  accounts for its employee  stock  options under the fair value
     method of Statement of Financial Accounting Standards No. 123.

     q. Treasury Stock

     The Company  accounts for its  investment in treasury  stock using the cost
     method. The proceeds are charged to paid-in capital.

     r. Revenue Recognition Policy

     The Company  recognizes revenue upon delivery of the product and acceptance
     of the product or services by the customer.  Fees received for seminars are
     deferred until the seminar is completed.

     s. Goodwill

     The Company has recorded  goodwill on the purchases of MAI, MII, Online and
     Asia4sale  for the excess of the purchase  price over the fair value of the
     assets  acquired  and the  liabilities  assumed.  The goodwill is amortized
     using the  straight-line  method over 10 years.  The  goodwill is evaluated
     annually for any  impairment.  If an impairment is recognized it is charged
     to expense in that  period.  Goodwill  related to the purchase of Asia4sale
     has been charged to the sale of Asia4sale on December 31, 1999.

     t. Prepaid Expenses and Deferred Revenues

     The Company capitalizes costs incurred in preparing for its seminars. These
     costs include education  materials and meeting site costs. The advance fees
     the Company  receives are also deferred until the seminar is completed.  At
     the end of the seminar,  the fees are  recognized as revenues and the costs
     are  expensed.  The  detail  of  these  capitalized  prepaid  expenses  are
     summarized as follows:

                                                                 December 31,
                                                                    1999
                                                                 ------------
          Travel                                                 $      5,854
          Postage                                                      43,436
          Instructor salary                                             3,675
          Meeting costs                                                 9,067
          Prepaid insurance                                            54,750
          Prepaid rent                                                 11,859
          Other                                                         3,131
                                                                 ------------
          Total                                                  $    131,772

                                       71
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998


NOTE 3 - OTHER ASSETS

     Other assets consisted of the following at December 31, 1999:

          Memberships in country clubs                           $    142,857
          Prepaid rental deposits                                      54,818
          Mortgage note receivable                                    250,000
          License                                                      50,000
          Investment in restricted common stock                       166,413
                                                                 ------------
          Total                                                  $    664,088
                                                                 ============

NOTE 4 - COMMITMENTS AND CONTINGENCIES

     The  Company   currently   leases  a  large   facility   under  a  20  year
     non-cancelable operating lease in the Philippines.  The Company also leases
     office  space in  California  and Hong Kong under 5-year  renewable  leases
     which began in 1998. Rent expense for the years ended December 31, 1999 and
     1998 was $395,873 and $198,788 respectively.

          Future minimum lease commitments are as follows:

          2000                                                   $    331,308
          2001                                                        244,282
          2002                                                        242,749
          2003                                                        107,543
          2004                                                         80,294
          Thereafter                                                1,435,820
                                                                 ------------
          Total                                                  $  2,441,996
                                                                 ============

     The  Company  has an  employment  agreement  with  an  officer  for 5 years
     beginning on July 1, 1997. The minimum  salary is $120,000 per year,  which
     is to be evaluated annually.

NOTE 5 - INCOME TAXES

     For the years ended  December 31, 1999 and 1998, the provision for U.S. and
     foreign income taxes consisted of the following:
<TABLE>
<CAPTION>

                                                                     1999           1998
                                                                 ------------   ------------
          <S>                                                    <C>            <C>
          Current:

             U.S.                                                $  3,756,410   $        -
             Foreign                                                   27,700            -
          Deferred:
             U.S.                                                         -              -
             Foreign                                                      -              -
                                                                 ------------   ------------

                                                                 $  3,784,110   $        -
                                                                 ============   ============
</TABLE>

                                       72
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998


NOTE 5 - INCOME TAXES (Continued)

     A  reconciliation  of income  taxes at the  federal  statutory  rate to the
     effective tax rate is as follows:
<TABLE>
<CAPTION>

                                                                     1999           1998
                                                                 ------------   ------------
          <S>                                                    <C>            <C>
          Income taxes computed at the U.S. statutory
           rate                                                  $  4,000,915   $    307,700
          Benefit of net income not subject to taxing
           jurisdictions                                              (74,600)      (307,700)
          Benefit of operating loss carryforward                     (142,205)           -
                                                                 ------------   ------------
          Taxes on income                                        $  3,784,110   $        -
                                                                 ============   ============
</TABLE>

     The  Company has no  deferred  tax  liabilities  or assets.  The  permanent
     difference due to income not being subject to taxing jurisdictions pertains
     to the British Virgin Islands where there is no income tax.

NOTE 6 - RELATED PARTY TRANSACTIONS

     a. Receivables

     During 1998 the Company had a receivable from a related party in the amount
     of $734,265.  The full amount was  collected in 1999.  At December 31, 1999
     the Company had related party  receivables of $88,679.  The receivables are
     non-interest bearing, due on demand and unsecured.

     b. Officer Compensation

     The Company's  president is compensated for his services under a consulting
     contract  with a company  which he  controls.  The  contract  provides  for
     $10,000 per month in consulting  fees.  Other  officers of the Company were
     paid a total of  $70,060  in  consulting  fees in  addition  to their  base
     salaries during 1999.

     c. Convertible Debt

     In 1999, the Company received $690,000 in advances from  shareholders.  The
     advances were  non-interest  bearing and  unsecured.  In 2000,  the Company
     agreed to convert the advances to common stock at the trading  value of the
     shares on the date of conversion.

NOTE 7 - ECONOMIC DEPENDENCE AND MAJOR CUSTOMERS

     During 1998 the Company's marketing arrangement with one customer accounted
     for approximately 26% of the Company's  revenue.  Sales to another customer
     made up approximately 24% of the net sales in 1998. During 1999 the Company
     had no customers which made up more than 10% of net sales.

                                       73
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

NOTE 8 - STOCK OPTIONS

     On May 30, 1997, the Company gave its vice-president the option to purchase
     100,000 shares of its common stock at $2.00. At the time of the granting of
     the option,  the stock was trading at  approximately  $2.40 per share.  The
     Company  values the options at fair  market  value.  Fair  market  value is
     determined  using the  Black-Scholes  option pricing  model.  The following
     assumptions  were used:  risk free  interest rate of 6%, four year expected
     life,  35% expected  volatility,  and no expected  dividends.  Accordingly,
     deferred  compensation  and  contributed  capital of $40,000  was  recorded
     during 1998.  The options vest in 25,000 share  increments for each year of
     service  beginning in 1999. The Company will record as expense  $10,000 per
     year for the next 4 years as the options vest.

NOTE 9 - BUSINESS SEGMENTS

     Effective December 31, 1998, the Company adopted SFAS No. 131,  "Disclosure
     about  Segments of an  Enterprise  and Related  Information."  Prior period
     amounts have been related to conform to the requirements of this statement.
     The Company conducts its operations  principally in the industry of graphic
     design, writing, printing,  database management,  direct mailing and e-mail
     customer  service  operations  through its Momentum Asia, Inc.  subsidiary,
     e-commerce  through  its  Momentum  Internet,  Inc,  and  Asia4sale,   Ltd.
     subsidiaries and online and offline investor education services through its
     Online Investors Advantage, Inc. subsidiary.

     Certain  financial  information  concerning  the  Company's  operations  in
     different industries is as follows:

<TABLE>
<CAPTION>
                                                                                  Online
                                    For the                                      Investors
                                   Years Ended     Momentum      Momentum        Advantage     Asia4sale    Corporate
                                   December 31,   Asia, Inc.   Internet, Inc.       Inc.       .com, Ltd    Unallocated     Total
                                   ------------  ------------  --------------   ------------  ------------  ------------   ---------
     <S>                           <C>           <C>           <C>                 <C>        <C>
     Net sales                     1999          $  1,791,528  $    1,739,960    $23,562,420  $     69,162  $     57,170 $27,220,240
                                   1998               312,195         448,334            -             -             -       760,529

     Operating income (loss)
      applicable to industry
      segment                      1999              (128,400)       (482,428)     6,061,066        62,097    (1,206,316)  4,306,019
                                   1998              (196,883)        148,306            -             -        (153,152)  (201,729)

     General corporate
      expenses not allocated
      to industry segment          1999                   -               -              -             -       1,206,316   1,206,316
                                   1998                   -               -              -             -         153,152     153,152

     Other income
      (expenses) including
      interest and gain
      on sale of securities        1999               682,215          12,217         37,350        67,654     4,642,894   5,442,330
                                   1998             1,106,693             -              -             -        (135,644)    971,049

     Operating assets              1999             4,314,785         638,464      5,084,881        59,740     9,868,977  19,966,847


</TABLE>

                                       74
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998


NOTE 9 - BUSINESS SEGMENTS (Continued)

     The  corporate  unallocated  column  represents  the costs  incurred by the
     parent company which are unrelated to the  operations of the  subsidiaries.
     Such costs  included  administrative  salaries,  professional  services and
     gains on sales of subsidiary.

NOTE 10 - MARKETABLE SECURITIES

     The  following  is a  summary  of  the  Company's  activity  in  marketable
     securities for the year ended December 31, 1999:

<TABLE>
<CAPTION>

                     Beginning                                                                                Ending
                     Balance                                                 Realized        Unrealized       Balance
                      Dec. 31,                                                 Gain             Gain          Dec. 31,
                       1998         Transfer     Purchases         Sales      (Loss)           (Loss)         1999
                    -----------    -----------   ----------    -----------   -----------    -----------   ------------
     <S>            <C>            <C>           <C>           <C>           <C>            <C>           <C>
     Marketable
     Securities

     Titan                 -         35,760          2,105       (25,423)      (10,337)        (1,107)          998
     Chequemate        774,723          -              -        (688,588)      (46,843)        96,420       135,712
     Books a Million    11,865          -              -             -             -           (9,404)        2,461
     Compaq                -            -            9,488           -             -           (4,075)        5,413
     Lucent                -            -           15,718           -             -            5,282        21,000
     E-trade               -            -           12,303           -             -           (1,853)       10,450
     Dell                  -            -           11,010           -             -             (810)       10,200
     Microsoft             -            -            8,701           -             -            2,974        11,675
     AT&T                  -            -           18,355           -             -            1,970        20,325
     Citigroup             -            -           21,474           -             -            6,370        27,844
     Home Depot            -            -           20,701           -             -           10,237        30,938
     Johnson & Johnson     -            -           19,928           -             -           (1,278)       18,650
     Odwalla               -            -          147,984           -             -          (29,818)      118,166
     UAL                   -            -           20,195           -             -            3,074        23,269
     Genstar               -            -           55,686           -             -           15,564        71,250
     E-Group               -            -            4,132           -             -           (2,042)        2,090
     AOL                   -            -            4,386           -             -              166         4,552
     Loraca                -            -            4,616        (2,116)         (384)        23,125        25,241
     Harcourt              -            -            5,463       (13,562)        8,099            -             -
     Coms                  -            -            1,266          (713)         (553)           -             -
     Barnes & Noble        -            -            2,433        (1,793)         (640)           -             -
     Xnet                  -            -            9,157        (8,184)         (973)           -             -
     Barnes & Noble.com    -            -            3,983        (3,030)         (953)           -             -
     RH                    -            -           18,360       (27,614)        9,254            -             -
     Perot Systems         -            -           10,400       (20,904)       10,504            -             -
     Yahoo                 -            -           17,602       (18,310)          708            -             -

                    -----------    -----------   -----------   -----------   -----------    -----------   ------------
     Total             786,588        35,760       445,446      (810,237)      (32,118)        114,795       540,234
                    -----------    -----------   -----------   -----------   -----------    -----------   ------------

     Restricted
     Common Stock

     Laraca            289,110           -           -          (625,000)     502,303             -         166,413
     Titan              35,760       (35,760)        -               -            -               -             -
                    -----------    -----------   ----------    -----------   -----------    -----------   ------------

     Total             324,870       (35,760)        -          (625,000)     502,303             -         166,413
                    -----------    -----------   ----------    -----------   -----------    -----------   ------------

                                                                             $470,185       $ 114,795
                                                                             ===========    ===========
</TABLE>

                                       75

<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

NOTE 11 - EQUITY INVESTMENT

     The Company  accounts for its  investment in Bevex,  Inc.  using the equity
     method of accounting.  The Company owned  6,700,000  shares at December 31,
     1999 and 1998.

               Cost                                              $     469,000
               Losses - 1998                                          (165,449)
                      - 1999                                           (49,356)
                                                                 --------------
               Net                                               $     254,195
                                                                 ==============

NOTE 12 - PURCHASE OF SUBSIDIARIES

     A summary of the purchase of Asia4sale and Online Investors Advantage, Inc.
     is as follows:

<TABLE>
<CAPTION>
                                                  Finders
                                   Total          Shares         Asia4sale      Online
                                   -----------    -----------    ------------   -----------
     <S>                           <C>            <C>            <C>            <C>
     Goodwill                      $ 3,391,417    $  375,000     $    265,000   $ 2,751,417
     Current assets                ===========           -                -         339,757
     Property and equipment                              -                -          94,777
     Current liabilities                                 -                -        (285,951)
                                                  -----------    ------------   ------------

          Total Purchase Price                    $  375,000     $    265,000   $ 2,900,000
                                                  ===========    ============   ============

     Cash                                         $      -       $     15,000   $   400,000
     Common stock (at $2.50 per share)               375,000          250,000     2,500,000
                                                  -----------    ------------   ------------

          Total Purchase Price                    $  375,000     $    265,000   $ 2,900,000
                                                  ===========    ============   ============
</TABLE>

     These  purchases  were  valued at the  trading  price of the of the  Ziasun
     shares at the date of acquisition.

     The  accompanying  proforma  statement of  operations  has been prepared as
     though Online was acquired on January 1, 1999. The summarized  statement of
     operations of the Company  includes the  operations of Online from April 1,
     1999 through December 31, 1999. The summarized  statements of operations of
     Online for the three  months  ended March 31,  1999 is included  below as a
     proforma  adjustment.  The summarized statement of operations of Asia 4sale
     from April 1, 1999  through  December  31,  1999 is  eliminated  below as a
     proforma adjustment because it was sold as of December 31, 1999.

                                       76
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

NOTE 12 - PURCHASE OF SUBSIDIARIES (Continued)
<TABLE>
<CAPTION>
                                    Ziasun                                       Proforma
                                   Technologies                                 Adjustments
                                   Inc. and                                      Increase        Proforma
                                   Subsidiaries    Online        Asia4Sale       (Decrease)    Consolidated
                                   ------------  ------------  --------------   ------------   ------------
     <S>                           <C>            <C>          <C>              <C>            <C>
     REVENUES                      $ 27,220,240  $  4,701,227  $       (1,242)  $        -     $ 31,920,225

     COST OF SALES                   17,274,957     3,754,850             -              -       21,029,807
                                   ------------  ------------  --------------   ------------   ------------

     GROSS PROFIT                     9,945,283       946,377          (1,242)           -       10,890,418
                                   ------------  ------------  --------------   ------------   ------------

     OPERATING EXPENSE

     Depreciation and amortization      683,713         6,133         (28,283)        74,512        736,075
     General and administrative       4,955,551       302,600         (73,063)           -        5,185,088
                                   ------------  ------------  --------------   ------------   ------------

     Total Operating Expenses         5,639,264       308,733        (101,346)        74,512      5,921,163
                                   ------------  ------------  --------------   ------------   ------------

     OPERATING INCOME (LOSS)          4,306,019       637,644         100,104        (74,512)     4,969,255
                                   ------------  ------------  --------------   ------------   ------------

     OTHER INCOME

     Loss on equity investment          (49,356)          -               -              -          (49,356)
     Gain on marketable securities      584,980           -               -              -          584,980
     Gain on sale of security         4,778,596           -               -              -        4,778,596
     Other income (expense)             128,110         3,022            (677)           -          130,455
                                   ------------  ------------  --------------   ------------   ------------

     Total Other Income               5,442,330         3,022            (677)           -        5,444,675
                                   ------------  ------------  --------------   ------------   ------------

     INCOME BEFORE INCOME  TAXES      9,748,349       640,666          99,427        (74,512)    10,413,930

     INCOME TAXES                    (3,784,110)     (176,800)            -              -       (3,960,910)
                                   ------------  ------------  --------------   ------------   ------------

     NET INCOME                    $  5,964,239  $    463,866  $      99,427    $    (74,512)  $  6,453,020
                                   ============  ============  ==============   ============   ============

     The proforma financial  statements are prepared to include the amortization
     of goodwill from January 1, 1999 to March 31, 1999.

     Amortization expense                                                       $     74,512
     Accumulated amortization - goodwill                                             (74,512)
                                                                                ------------
                                                                                $        -
                                                                                ============
     To  record  1 year  of  amortization  expense  based  on a  ten-year  life.
     ($2,980,467 x 3/120)
</TABLE>
                                       77
<PAGE>
NOTE 13 SUBSEQUENT EVENT

     In accordance with the terms of the original OIA Acquisition Agreement, the
     former OIA  shareholders  were to receive one share of the Company's common
     stock  for  each  $0.50  of  earnings   before   interest,   income  taxes,
     depreciation  and  amortization  (EBITDA)  for the year from  April 1, 1999
     through March 31, 2000.  OIA'S audited EBITDA  earnings  during this period
     were $10,910,076.  Accordingly,  the Company would owe 21,820,152 shares of
     its common  stock at March 31,  2000 to the former  OIA  shareholders.  The
     value of these shares at March 31 was  $248,204,230.  This value would have
     been added to the goodwill on the Company's balance sheet.

     However, at the request of the former OIA shareholders,  one of whom is the
     Chairman  of  ZiaSun  and  one of  whom  is a  director,  and  their  joint
     recognition  that it  would  clearly  not be in the best  interests  of the
     Company to have such a large goodwill  burden going forward,  they inquired
     if the Company would reconsider and amend the original terms and conditions
     of the earn out.  Accordingly,  they proposed to exchange 12,000,000 of the
     earn-out shares, to which they were originally entitled,  for $6,000,000 in
     cash. The proposal was reviewed and accepted by the Company on May 9, 2000.

     Therefore,   under  the  terms  and  conditions  of  the  amended  earn-out
     agreement,  the former OIA shareholders will only receive 9,820,152 shares,
     rather than the 21,820,152  shares as set forth in the original  agreement.
     This  reduces  the  goodwill  burden  to the  Company  by  $136,500,000  to
     $111,704,230,  and this is the value  that  will be added to the  Company's
     balance sheet going forward from April 1, 2000.

                                       78
<PAGE>
                        ONLINE INVESTORS ADVANTAGE, INC.

                              FINANCIAL STATEMENTS

                      March 31, 1999 and December 31, 1998


                                    Contents

Independent Auditors' Report ..................................  80
Balance Sheets ................................................  81
Statements of Operations ......................................  82
Statements of Stockholders' Equity (Deficit) ..................  83
Statements of Cash Flows ......................................  84
Notes to the Financial Statements .............................  85

                                       79
<PAGE>
                          INDEPENDENT AUDITORS' REPORT


Board of Directors
Online Investors Advantage, Inc.
Orem, Utah

We have audited the accompanying  balance sheets of Online Investors  Advantage,
Inc. as of December  31, 1998 and March 31, 1999 and the related  statements  of
operations,  stockholders'  equity  (deficit)  and cash flows from  inception on
August 27, 1997 through  December 31, 1997, for the year ended December 31, 1998
and for the three months ended March 31, 1999.  These  financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Online Investors  Advantage,
Inc.,  as of  December  31,  1998 and  March  31,  1999 and the  results  of its
operations and its cash flows from inception on August 27, 1997 through December
31,  1997,  for the year ended  December 31, 1998 and for the three months ended
March 31, 1999 in conformity with generally accepted accounting principles.


Jones, Jensen & Company
Salt Lake City, Utah
March 1, 2000

                                       80
<PAGE>

                        ONLINE INVESTORS ADVANTAGE, INC.
                                 Balance Sheets


                                     ASSETS

<TABLE>
<CAPTION>
                                                                  December 31,    March 31
                                                                     1998           1999
                                                                 ------------   ------------
<S>                                                              <C>            <C>
CURRENT ASSETS

   Cash and cash equivalents                                     $    326,247   $    211,757
   Prepaid expenses                                                       -          128,000
   Deferred tax asset (Note 3)                                        237,415            -
                                                                 ------------   ------------

     Total Current Assets                                             563,662        339,757
                                                                 ------------   ------------

PROPERTY AND EQUIPMENT (Note 2)                                        46,970         94,777
                                                                 ------------   ------------

TOTAL ASSETS                                                     $    610,632   $    434,534
                                                                 ============   ============


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

   Accounts payable                                              $    146,604   $    115,794
   Accrued expenses - related party (Note 4)                          716,000            -
   Deferred income                                                        -           92,850
   Accrued payroll expense                                             12,243         64,457
   Income taxes payable - current (Note 3)                             51,068         12,850
                                                                 ------------   ------------

Total Current Liabilities                                             925,915        285,951
                                                                 ------------   ------------

COMMITMENTS AND CONTINGENCIES (Note 5)

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock: $0.001 par value, 2,500,000 shares
     authorized 2,500,000 shares issued                                 2,500          2,500
   Additional paid-in capital                                          16,849         16,849
   Retained earnings                                                 (334,632)       129,234
                                                                 ------------   ------------

     Total Stockholders' Equity (Deficit)                            (315,283)       148,583
                                                                 ------------   ------------

     TOTAL LIABILITIES AND STOCKHOLDERS'
       EQUITY (DEFICIT)                                          $    610,632   $    434,534
                                                                 ============   ============

</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                       81
<PAGE>
                        ONLINE INVESTORS ADVANTAGE, INC.
                            Statements of Operations

<TABLE>
<CAPTION>

                                                      From
                                                  Inception on
                                                   August 23,       For the     For the Three
                                                  1997 through    Year Ended    Months Ended
                                                  December 31,   December 31,     March 31,
                                                     1997           1998           1999
                                                  ------------   ------------   ------------
<S>                                               <C>            <C>            <C>
REVENUE

   Workshop revenues earned (Note 1)              $        -     $  3,462,881   $  4,349,218
   Home study revenue                                      -           49,617        352,008
                                                  ------------   ------------   ------------

     NET REVENUES                                          -        3,512,498      4,701,226
                                                  ------------   ------------   ------------

EXPENSES

   Cost of services                                        -        2,406,676      3,390,850
   Consulting fees - related party (Note 4)                -          716,000        364,000
   Depreciation                                            -            9,074          6,133
   General and administrative expenses                     -          901,727        302,600
                                                  ------------   ------------   ------------

     TOTAL EXPENSES                                        -        4,033,477      4,063,583
                                                  ------------   ------------   ------------

INCOME (LOSS) FROM OPERATIONS                              -         (520,979)       637,643
                                                  ------------   ------------   ------------

OTHER INCOME (EXPENSE)

   Interest income                                         -              -            3,023
                                                  ------------   ------------   ------------

     Total Other Income (Expense)                          -              -            3,023
                                                  ------------   ------------   ------------

INCOME LOSS BEFORE INCOME
  TAXES                                                    -         (520,979)       640,666

INCOME TAX (EXPENSE)
   BENEFIT (Notes 1 and 3)                                 -          186,347       (176,800)
                                                  ------------   ------------   ------------

NET INCOME (LOSS)                                 $        -     $   (334,632)  $    463,866
                                                  ============   ============   ============

BASIC INCOME (LOSS) PER SHARE                     $       0.00   $      (0.13)  $       0.19
                                                  ============   ============   ============

WEIGHTED AVERAGE SHARES
 OUTSTANDING                                         2,500,000      2,500,000      2,500,000
                                                  ============   ============   ============
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                       82
<PAGE>
                        ONLINE INVESTORS ADVANTAGE, INC.
                  Statements of Stockholders' Equity (Deficit)
            From Inception on August 23, 1997 through March 31, 1999

<TABLE>
<CAPTION>

                                       Common Stock               Additional
                                   ---------------------------      Paid-In        Retained
                                      Shares        Amount          Capital        Earnings
                                   ------------   ------------   ------------   ------------
<S>                                <C>            <C>            <C>            <C>
Balance, August 23, 1997                    -     $        -     $        -     $        -

Net loss from inception on
 August 23, 1997 through
 December 31, 1997                          -              -              -              -
                                   ------------   ------------   ------------   ------------

Balance, December 31, 1997                  -              -              -              -

Common stock issued for services      2,500,000          2,500         16,849            -

Net loss for the year ended
 December 31, 1998                          -              -              -         (334,632)
                                   ------------   ------------   ------------   ------------

Balance, December 31, 1998            2,500,000          2,500         16,849       (334,632)

Net income for the three months
ended March 31, 1999                        -              -              -          463,866
                                   ------------   ------------   ------------   ------------

Balance, March 31, 1999               2,500,000   $      2,500   $     16,849   $    129,234
                                   ============   ============   ============   ============
</TABLE>

  The accompanying notes are an integral part of these financial statements.

                                       83
<PAGE>
                        ONLINE INVESTORS ADVANTAGE, INC.
                            Statements of Cash Flows

<TABLE>
<CAPTION>

                                                      From
                                                  Inception on
                                                   August 23,       For the     For the Three
                                                  1997 through    Year Ended    Months Ended
                                                  December 31,   December 31,     March 31,
                                                     1997           1998           1999
                                                  ------------   ------------   ------------
<S>                                               <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net income (loss)                              $        -     $   (334,632)  $    463,866
   Adjustments to reconcile net income
    to net cash used in operating activities:
     Depreciation                                          -            9,074          6,133
     Issuance of stock for services                        -           19,349            -
   Changes in operating assets and liabilities:
     (Increase) in prepaid expenses                        -              -         (128,000)
     Increase in accounts payable                          -          146,604        (30,810)
     Increase in accrued expenses
      - related party                                      -          716,000       (716,000)
     Increase in income taxes payable                      -           51,068        (38,218)
     Increase in payroll payable                           -           12,243         52,214
     Increase in deferred income                           -              -           92,850
     (Increase) decrease in deferred
         tax benefit                                       -         (237,415)       237,415
                                                  ------------   ------------   ------------

Net Cash Provided by Operating Activities                  -          382,291        (60,550)
                                                  ------------   ------------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of fixed assets                                -          (56,044)       (53,940)
                                                  ------------   ------------   ------------

   Net Cash Used by Investing Activities                   -          (56,044)       (53,940)
                                                  ------------   ------------   ------------

CASH FLOWS FROM FINANCING
  ACTIVITIES                                               -              -              -
                                                  ------------   ------------   ------------

NET INCREASE (DECREASE) IN CASH                            -          326,247       (114,490)

CASH, BEGINNING OF PERIOD                                  -              -          326,247
                                                  ------------   ------------   ------------

CASH, END OF PERIOD                               $        -     $    326,247   $    211,757
                                                  ============   ============   ============

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

   Income taxes                                   $        -     $        -     $    163,950
   Interest                                       $        -     $        -     $        -

</TABLE>
  The accompanying notes are an integral part of these financial statements.

                                       84
<PAGE>
                        ONLINE INVESTORS ADVANTAGE, INC.
                        Notes to the Financial Statement
                      March 31, 1999 and December 31, 1998


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Online Investors  Advantage,  Inc. (the Company) is engaged in the business
     of providing  workshops  to  individuals  regarding  investing in the stock
     market. The Company was incorporated under the laws of the State of Utah on
     August  23,  1997 but did not  become  active  until  1998.  The  Company's
     accounting  policies conform to generally accepted  accounting policies for
     this industry.

     a. Revenue and Cost Recognition

     Revenue is recognized  upon completion of the workshops or upon delivery of
     the Company's home study course.  The Company  requires  prepayment of fees
     before the commencement of the workshops.  The Company obtains  preapproval
     of charges to  participants'  credit cards before the  commencement  of the
     workshops.  Upon completion of the workshops the participants' credit cards
     are  charged  once   attendance   has  been  verified.   Prepayments   from
     participants   are  recorded  as  deferred  income  until  the  seminar  is
     completed.  As of December 31, 1998 there were no deferred  revenues due to
     the  Company's  policy  of not  providing  seminars  the last two  weeks of
     December.

     b. Depreciation

     Depreciation is provided  principally on the declining  balance method over
     the estimated useful lives of the assets,  which are generally from five to
     seven years.

     c. Cash and Cash Equivalents

     Cash  equivalents  include  short-term,   highly  liquid  investments  with
     maturities of three months or less at the time of acquisition.

     d. Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     e. Basic Income (Loss) Per Share

     The  computations of, basic income loss per share of common stock are based
     on the weighted  average  number of common  shares  outstanding  during the
     period of the consolidated financial statements.


     f. Reclassification

     Certain  reclassifications  have been made to the 1998 financial statements
     to conform to the current year's presentation.

     g.   Advertising

     The costs of advertising are expensed when incurred.

                                       85
<PAGE>
                      ONLINE INVESTORS ADVANTAGE, INC.
                        Notes to the Financial Statement
                      March 31, 1999 and December 31, 1998

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     h. Prepaid Expenses and Deferred Revenues

     The Company capitalizes costs incurred in preparing for its seminars. These
     costs include education  materials and meeting site costs. The advance fees
     the Company  receives are also deferred until the seminar is completed.  At
     the end of the seminar,  the fees are  recognized as revenues and the costs
     are expensed.

NOTE 2 - PROPERTY AND EQUIPMENT

     Property and equipment is detailed in the following summary:

<TABLE>
<CAPTION>

                                    March 31,      December 31,
                                      1999           1999        Accumulated      Net Book
                                      Cost           Cost        Depreciation    Value
                                   ------------   ------------   ------------   ------------
<S>                                <C>            <C>            <C>            <C>
Computers, projectors              $     83,562   $     36,690   $     12,298   $     71,264
Office equipment                         19,052         11,984          2,869         16,183
Leasehold improvements                    7,370          7,370             40          7,330
                                   ------------   ------------   ------------   ------------
                                   $    109,984   $     56,044   $     15,207   $     94,777
                                   ============   ============   ============   ============
</TABLE>

     Depreciation expense is computed on the declining balance method in amounts
     sufficient  to  write  off the  costs  of  depreciable  assets  over  their
     estimated  useful lives.  Depreciation  expense for the year ended December
     31,  1998 was  $9,074 and for the three  months  ended  March 31,  1999 was
     $6,133.

NOTE 3 - INCOME TAXES

     Deferred income taxes arise from reporting  certain income and expenses for
     income tax purposes in different periods from those in which such items are
     recognized for financial  reporting  purposes.  These items result from the
     filing of Federal and State income tax returns on a cash basis.


                                       86
<PAGE>
                        ONLINE INVESTORS ADVANTAGE, INC.
                        Notes to the Financial Statement
                      March 31, 1999 and December 31, 1998


NOTE 3 - INCOME TAXES (Continued)

     The provision for taxes on earnings from continuing operations consisted of
     the following:

<TABLE>
<CAPTION>
                                                                 December 31,   Ended March 31,
                                                                     1998           1999
                                                                 ------------   ------------
<S>                                                              <C>            <C>
   Current

   Federal                                                       $    (43,004)  $   (167,477)
     State                                                             (8,064)        (9,323)
                                                                 ------------   ------------

                                                                      (51,068)      (176,800)
                                                                 ------------   ------------

   Deferred

     Current                                                          237,415            -
     Non-current                                                          -              -
                                                                 ------------   ------------

                                                                      237,415            -
                                                                 ------------   ------------

   Total income tax (expense) benefit                            $    186,347   $   (176,800)
                                                                 ============   ============

The net deferred tax liabilities in the  accompanying  balance sheet include the
following components:

                                                                    For the        For the
                                                                  Year Ended     Three Months
                                                                 December 31,   Ended March 31,
                                                                     1998           1999
                                                                 ------------   ------------
   Deferred tax liabilities                                      $        -     $        -
   Deferred tax asset                                                 237,415            -
                                                                 ------------   ------------

     Net deferred tax assets                                     $    237,415   $        -
                                                                 ============   ============

   Current deferred tax liability                                $        -     $        -
   Long-term deferred liability                                           -              -
                                                                 ------------   ------------

     Net deferred tax liabilities                                $        -     $        -
                                                                 ============   ============

</TABLE>

NOTE 4 - RELATED PARTY TRANSACTIONS

     The stockholders of the Company have entered into consulting  agreements to
     provide  marketing  methods,  develop course content,  establish  strategic
     alliances and to provide proper administration of the Company. The terms of
     the  services  range from April 1998 to March  1999.  The agreed  upon fees
     consist of $22,000  per month for two of the  shareholders  and $30,000 per
     month for the remaining two  shareholders.  Total expense  associated  with
     these  consulting  agreements  for 1998 was  $716,000 and for 1999 the fees
     were $364,000.


                                       87
<PAGE>
                        ONLINE INVESTORS ADVANTAGE, INC.
                        Notes to the Financial Statement
                      March 31, 1999 and December 31, 1998


NOTE 5 - FINANCIAL INSTRUMENT

     Concentration of Credit Risk

     The  Company  places  its  temporary  cash  with  high  quality   financial
     institutions.  At times  such  cash  accounts  may be in excess of the FDIC
     insurance limit.

     Operating Leases

     The Company leases its office space under a non-cancelable  lease agreement
     accounted for as an operating  lease expiring  through  October 2001.  Real
     estate taxes,  insurance and  maintenance  expenses are  obligations of the
     Company.

     Minimum rental  payments under the  non-cancelable  operating  lease are as
     follows:

                                                                 Years Ending
                                                                 December 31,
                                                                 ------------
                                        1999                     $      9,900
                                        2000                           13,596
                                        2001                           14,004
                                                                 ------------
                                                                 $     37,500
                                                                 ============

     Rent expense was approximately  $2,200 for the year ended December 31, 1998
     and $2,475 for the three months ended March 31, 1999.

NOTE 6 - SALE OF COMPANY

     On March 31,  1999 the  shareholders  of the Company  exchanged  all of the
     outstanding  common stock of the Company for $400,000 and 6,000,000  shares
     of common stock of Ziasun  Technologies,  Inc. (Ziasun),  a public company.
     1,000,000 of the shares of Ziasun were issued immediately and the remaining
     5,000,000 shares are held in escrow.  The escrow agreement  stipulates that
     the issuance of the shares depends upon the earnings of the Company for the
     twelve month period  ending March 31, 2000.  If the earnings are  different
     than  estimated,  the shares in escrow may be increased or decreased by the
     difference between the estimated earnings and actual.

                                       88
<PAGE>
                                   PART III.

Item 1. Index to Exhibits

     The following exhibits are filed as part of this Registration Statement:

Exhibit
Number    Description
- --------------------------------------------------------------------------------

2.1(+)    Acquisition  Agreement  and  Plan  of  Reorganization  between  ZiaSun
          Technologies, Inc. and Momentum Internet Incorporated dated October 5,
          1998

2.2(+)    Acquisition  Agreement  and  Plan  of  Reorganization  between  ZiaSun
          Technologies, Inc. and Momentum Asia, Inc. dated October 5, 1998

2.3(+)    Acquisition  Agreement  and  Plan  of  Reorganization  between  ZiaSun
          Technologies, Inc. and Asia4sale.com, Ltd., dated March 25, 1999.

2.4(+)    Acquisition  Agreement  and  Plan  of  Reorganization  between  ZiaSun
          Technologies,  Inc. and Online Investors Advantage,  Inc., dated March
          31, 1999.

3.1(a)(+) Original Articles of Incorporation.

3.1(b)(+) Certificate of Amendment to Articles of Incorporation  filed April 29,
          1997.

3.1(c)(+) Certificate of Amendment to Articles of Incorporation filed September
          10, 1998 changing the name of the Company to ZiaSun Technologies, Inc.

3.1(d)(+) Certificate filed pursuant to NRS Section 78.207.

3.1(e)(+) Restated Article of Incorporation filed August 16, 1999.

3.2(+)    Amended and Restated By-laws.

10.1(+)   License Agreement  between  Fountain Fresh  International  and Katori
          Consultants, Ltd. dated April 17, 1997.

10.2(+)   Assignment  of License  Agreement by Katori  Consultants  Ltd., to the
          Company dated April 18, 1999.

10.3(+)   Unsecured  Promissory Note for $50,000 from  Asai4sale.com in favor of
          the Company dated March 31, 1999.

10.4(+)   Stock Option  Agreement  between  Brian  Hodgson and the Company dated
          March 25, 1999.

10.5(+)   Agreement  between  the Company and Global  Direct  Marketing  Limited
          dated February 12, 1999.

10.6(+)   Agreement between Asia4sale.com, Ltd., and Hong Kong Telecom IMS dated
          March 29, 1999.

10.7(+)   Agreement between Momentum  Internet,  Inc., and Hays Business Systems
          dated April 1, 1999.

10.8(+)   Loan  Agreement   between  Momentum  Asia,  Inc.   (formerly  New  Age
          Publications, Inc.) and Touchstone Transport Services, Inc.

10.9(+)   Real  Estate   Mortgage   Momentum  Asia,   Inc.   (formerly  New  Age
          Publications, Inc.) and Touchstone Transport Services, Inc.

10.10(+)  Subscribers  Agreement between Momentum Asia, Inc.,  (formerly New Age
          Publications, Inc.), and Torquay Associates Ltd.

10.11(+)  Reuters Investor  Distribution  Agreement with Momentum Internet Inc.,
          dated April 22, 1999.

10.12(+)  Market  Datafeed  Service  Agreement with Stock  Exchange  Information
          Services Limited dated May 3, 1999.

                                       89
<PAGE>
10.13(+)  Agreement  between Momentum  Internet,  Inc., and Options Direct dated
          May 18, 1999.

10.14(+)  Agreement between Asia4sale.com, Ltd., and Karrex dated June 25, 1999.

10.15(+)  Agreement  between  Momentum  Internet,  Inc., and United Mok Ying Kie
          Limited dated June 29, 1999.

10.16(+)  Reuters Service Contract with Momentum Internet Inc.

10.17(+)  Online Stock Trading Agreement between  Swiftrade,  Inc. and WdoT.rade
          Inc. dated July 1, 1999.

10.18(+)  Lease Agreement  between the Company and Propco L.P.

10.19(+)  Addendum to Lease  between the Company and Propco L.P.

10.20(+)  Tenancy  Agreement between Momentum  Associates  Limited and Hong Kong
          Finance Property Company Limited dated December 1, 1998.

10.21(+)  Contract  of Lease  between  Rebecca A. Ynares and  Momentum  Internet
          (Philippines) Inc. dated December 1998.

10.22(+)  First  Amendment  to Contract of Lease  between  Rebecca A. Ynares and
          Momentum Internet (Philippines) Inc.

10.23(+)  Contract of Lease between Philippine International Trading Corporation
          and Momentum Internet (Philippines) Inc.

10.24(+)  Sublease  Agreement  between  Philexcel   Textiles   Incorporated  and
          Momentum Asia, Inc. (formerly New Age Publications, Inc.)

10.25(+)  Amended Sublease Agreement between Philexcel Textiles Incorporated and
          Momentum Asia, Inc. (formerly New Age Publications,  Inc.)

10.26(+)  Lease Agreement  between EsNET  Properties  L.C. and Online  Investors
          Advantage, Inc., dated May 25, 1999.

10.27(+)  Lease Agreement between Dc Mason Ltd., and Online Investors Advantage,
          Inc., dated October 7, 1998.

10.28(+)  Lease  Agreement   between  Gordon   Jacobson  and  Online   Investors
          Advantage, Inc., dated June 22, 1999.

10.29(+)  Employment Agreement and Stock Option between the Company and Allen D.
          Hardman dated July 1, 1997.

10.30(+)  Amendment  to  Employment  Agreement  between the Company and Allen D.
          Hardman.

10.31(+)  Non-Qualified  Stock Option Agreement between the Company and Allen D.
          Hardman.

10.32(+)  Agreement between Momentum Associates Limited and Peter Graham Daley.

10.33(+)  Agreement between Momentum Associates Limited and Anthony L. Tobin.

10.34(+)  Agreement  between Momentum  Internet Inc., and Crossbow  Consultants
          Limited.

10.35(+)  Agreement  between  Asia4sale.com  Ltd.,  and Momentum  Internet Inc.,
          dated March 25, 1999.

21(+)     Subsidiaries of the Registrant

24(+)     Power of Attorney

27(+)     Financial Data Schedule

     * Summaries of all exhibits  contained within this  Registration  Statement
are modified in their entirety by reference to these exhibits.

     (+) Previously filed.

                                       90
<PAGE>
                                   SIGNATURES

     In accordance  with Section 12 of the Securities  Exchange Act of 1934, the
Company has caused this Registration Statement to be signed on its behalf by the
undersigned , thereunto duly authorized.

                                             ZiaSun Technologies, Inc.



Dated: May 11, 2000                          /S/ Allen D. Hardman
                                             -----------------------------------
                                             By: Allen D. Hardman
                                             Its: President and CEO


                                       91

<TABLE> <S> <C>

<ARTICLE>                                  5


<S>                                 <C>            <C>
<PERIOD-TYPE>                            12-MOS         12-MOS
<FISCAL-YEAR-END>                   DEC-31-1999    DEC-31-1998
<PERIOD-START>                      JAN-01-1999    JAN-01-1998
<PERIOD-END>                        DEC-31-1999    DEC-31-1998
<CASH>                               11,652,505        517,781
<SECURITIES>                            540,234        786,588
<RECEIVABLES>                         1,198,199        899,879
<ALLOWANCES>                             43,906              0
<INVENTORY>                              18,239         50,000
<CURRENT-ASSETS>                     13,497,043      2,261,618
<PP&E>                                  992,272        713,297
<DEPRECIATION>                         (197,053)      (209,518)
<TOTAL-ASSETS>                       19,966,847      6,728,167
<CURRENT-LIABILITIES>                 4,230,620        600,013
<BONDS>                                       0              0
                         0              0
                                   0              0
<COMMON>                                 22,205         20,930
<OTHER-SE>                           15,736,227      6,107,224
<TOTAL-LIABILITY-AND-EQUITY>         19,966,847      6,728,167
<SALES>                              27,220,240        760,529
<TOTAL-REVENUES>                     27,220,240        760,529
<CGS>                                17,274,957        341,277
<TOTAL-COSTS>                         5,639,264        620,981
<OTHER-EXPENSES>                     (5,442,330)      (971,049)
<LOSS-PROVISION>                              0              0
<INTEREST-EXPENSE>                       22,299              0
<INCOME-PRETAX>                       9,748,349        769,320
<INCOME-TAX>                          3,784,110              0
<INCOME-CONTINUING>                   5,964,239        769,320
<DISCONTINUED>                                0              0
<EXTRAORDINARY>                               0              0
<CHANGES>                                     0              0
<NET-INCOME>                          5,964,239        769,320
<EPS-BASIC>                                0.27           0.05
<EPS-DILUTED>                              0.23           0.04



</TABLE>


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