SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )(1)
ASIA4SALE.COM, INC.
(formerly H & L INVESTMENTS, INC.)
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(Name of Issuer)
Common Stock, $0.001
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(Title of Class of Securities)
04517X 10 5
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(CUSIP Number)
Allen D. Hardman
Executive Vice President
462 Stevens Avenue, Suite 106
Solana Beach, California 92075
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 10, 2000
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
- ----------
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ZiaSun Technologies, Inc.
EIN: 84-1376402
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
_____________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Nevada
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7 SOLE VOTING POWER
NUMBER OF 2,700,000 shares
SHARES -----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING -----------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
2,700,000 shares
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,700,000 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 4
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Item 1. Security and Issuer.
This statement relates to the Common Stock, $0.001 par value (the "Common
Stock"), of Asia4Sale.com, Inc. (formerly H & L Investments, Inc.) (the
"Issuer"). ZiaSun Technologies, Inc. ("ZiaSun") acquired shares of the Issuers
Common Stock as a result of the transaction described in Item 4., below.
The principal executive offices of the Issuer are located at 9160 East Deer
Trail, Tucson, Arizona, 85710.
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Item 2. Identity and Background.
This statement is being filed by ZiaSun, which is a corporation organized
under the laws of the State of Nevada. ZiaSun conducts its principal business
operations in Solana Beach, California at 462 Stevens Avenue, Suite 106, Solana
Beach, California 92075.
ZiaSun currently owns Internet based operations and holdings and actively
seeks to acquire, structure, manage and consolidate other select holdings
through its wholly-owned subsidiaries operating in the United States 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
expertise in certain areas of e-commerce.
ZiaSun has not during the last five years been (i) convicted in a criminal
proceeding, or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to judgment, decree and final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
ZiaSun received 2,700,000 shares of the Issuer as a result of the
acquisition by Asia4Sale.com, Inc., a Nevada Corporation (formerly H & L
Investments, Inc. from Internet Ventures Ltd., a Samoa registered company
("IVL") of all shares and interest of Asia4sale.com, Ltd., a Hong Kong
Registered Company, in the transaction described below.
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Item 4. Purpose of Transaction.
On December 27, 1999 ZiaSun entered into an agreement with Internet
Ventures Ltd., a Samoa registered company ("IVL") under which ZiaSun sold all
interest in Asia4sale.com, Ltd., a Hong Kong Registered Company and a wholly
owned subsidiary of ZiaSun, to IVL, in exchange for $5,000,000 in cash and
300,000 shares of the Common Stock (i.e. 30%) of IVL.
Subsequent to the this transaction, pursuant to a Share Purchase Agreement
dated February 7, 2000, between Asia4Sale.com, Inc., a Nevada Corporation
(formerly H & L Investments, Inc. and Internet Ventures Ltd., a Samoa registered
company ("IVL"), IVL sold all shares and interest of Asis4sale.com, Ltd., the
Hong Kong Registered Company to the Issuer for 9,000,000 shares of the Issuer
resulting in ZiaSun receiving 2,700,000 shares of the Issuer.
ZiaSun may sell the Common Stock from time to time in the open market,
subject to registration, or in privately negotiated transactions, or may
distribute the Common Stock to ZiaSun's shares from time to time.
Page 3 of 4
<PAGE>
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Item 5. Interest in Securities of the Issuer.
ZiaSun is the owner of 2,700,000 shares of the Common stock of the Issuer.
ZiaSun's beneficial ownership of the Common Stock represents approximately 27%
of the Issuer's outstanding Common Stock.
ZiaSun has sole voting power and sole dispositive power over the Common
Stock that it holds.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
None.
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Item 7. Material to be Filed as Exhibits.
None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
ZiaSun Technologies, Inc.
March 29, 2000 /S/ Allen D. Hardman
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By: Allen D. Hardman
Its: Vice President
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
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