UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                         -------------------------------------

                                  FORM 10-K/A-2

                         -------------------------------------

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

                   For the fiscal year ended December 31, 2000

                        Commission File Number: 000-27349
                                                ---------

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

        NEVADA                                              84-1376402
------------------------------                          -----------------------
State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                            Identification No.)

462 Stevens Avenue, Suite 106, Solana Beach, CA             90275
----------------------------------------------------    ------------------------
(Address of principal executive offices)                   (Zip Code)

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


         Securities Registrant pursuant to Section 12(b) of the Act:   None

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

                    Common Stock, $0.001 Par Value Per Share

     Indicated by check mark whether the issuer:  (1) filed all reports required
to be filed by Section 12 or 15(d) of the Exchange Act during the past 12 months
(or for such  shorter  period  that the  registrant  was  required  to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes [X] No [ ]

     Indicated by check mark if no disclosure  of delinquent  filers in response
to Item 405 of Regulation S-K is contained in this form, and no disclosure  will
be contained  to the best of  registrant's  knowledge,  in  definitive  proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]

     The  aggregate  market  value  of the  Registrant's  voting  stock  held by
non-affiliates  of the Registrant (based on the closing price as reported on the
OTC Bulletin Board on March 30, 2001, i.e. $0.75) was approximately $15,989,563.
Shares of voting stock held by each officer and director and by each  shareowner
affiliated with a director have been excluded from this calculation because such
persons  may be  deemed to be  affiliates.  This  determination  of  officer  or
affiliate  status  is not  necessarily  a  conclusive  determination  for  other
purposes.

     There were 32,698,669 shares of Common Stock issued and outstanding  shares
as of March 30, 2001.

================================================================================
<PAGE>
                              CAUTIONARY STATEMENT

     This  Annual  Report on Form 10-K  contains  statements  relating to future
results of ZiaSun Technologies, Inc. (including certain projections and business
trends) that are "forward-looking  statements" within the meaning of Section 27A
of the  Securities  Act of 1933, as amended,  and Section 21E of the  Securities
Exchange Act of 1934, as amended,  and are subject to the "safe harbor"  created
by those sections.  Actual results may differ materially from those projected as
a result of certain risks and uncertainties. Such forward-looking statements are
based on current  expectations,  estimates and projections  about ZiaSun and its
subsidiaries industry, management's beliefs, and assumptions made by management.
Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks,"
"estimates,"  variations of such words and similar  expressions  are intended to
identify such forward-looking statements. These statements are not guarantees of
future  performance  and  are  subject  to  certain  risks,   uncertainties  and
assumptions  that are  difficult  to  predict.  Therefore,  actual  results  and
outcomes may differ  materially from what is expressed or forecasted in any such
forward-looking statements. Such risks and uncertainties include those set forth
herein under "Risk Factors" on pages 12 through 20 as well as those noted in the
documents  incorporated  herein by  reference.  Unless  required by law,  ZiaSun
undertakes  no  obligation to update  publicly any  forward-looking  statements,
whether as a result of new information, future events or otherwise.

                                       2
<PAGE>
                                     PART I
                                     ------

Item 1. Business

General
-------

     ZiaSun  Technologies,  Inc. (the "Company" or "ZiaSun") was organized under
the laws of the  State of Nevada on March  19,  1996,  under the name  "Carlisle
Enterprises,  Inc." The Company was originally  incorporated  for the purpose of
executive  search and  recruitment of employees for  businesses.  The Company is
currently  an  Internet  technology  holding  company  focused on  international
e-finance and investor education, along with selective e-commerce opportunities.
It specializes in certain online support services within North America, Asia and
other international  markets.  At December 31, 2000, the Company's  subsidiaries
include: Online Investors Advantage, Inc. (OIA) (www.i-advantage.com),  Momentum
Asia, Inc. (MAI)  (www.momentumasia.com),  Asia PrePress Technology,  Inc. (APT)
(www.asiaprepress.com),     Asia    Internet     Services.com,     Inc.    (AIS)
(www.asiainternetservices.com),  and Seminar  Marketing Group,  Inc. ("SMG") and
Memory Improvement Systems,  Inc. ("MIS"),  through its wholly-owned  subsidiary
OIA. Additionally, the Company owns a 25% equity position in Asia4Sale.com, Inc.
(www.asia4sale.com) and owns 43% of McKenna Venture Accelerator,  LLC ("MVA"), a
venture fund.

     As of December 31, 2000,  the Company has  determined  to  discontinue  the
operations of MAI, APT and AIS.

     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.  Its 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.  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 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 growth in use of online  financial  services in the foreign  markets is
one 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 fairly  simple and  continues to present
long-term  growth   prospects.   Revenue  is  generated  by  selling   e-finance
educational  programs and services and e-commerce  services to businesses and/or
consumers worldwide.  As this operating model grows, the Company's base of loyal
users,  subscribers  and visitors to their  websites  and  services  should also
continue to grow.  This will help build the  credibility  necessary to establish
further  strategic  relationships  and alliances,  and develop  co-branding  and
licensing agreements with Internet companies with similar objectives.

                                       3
<PAGE>
     The  Company  may,  from  time-to-time,  divest  or "spin  off" its  equity
interest in one or more of its entities or holdings when it proves strategically
and economically  advantageous to its shareholders to do so. This could increase
the  shareholders'  equity,  and,  at  the  same  time,  allow  the  Company  to
continually  refine its core  operations  and holdings,  once it has  adequately
established itself in the more profitable targeted markets.

Business Model and Products
---------------------------

     The Company's  revenues are largely derived from OIA through its instructor
lead education workshops,  home-study courses, and its Investor Toolbox website.
OIA  contributed  100% of  continuing  revenues for the year ended  December 31,
2000.  E-finance  services  and  training  constitute  the major  portion of the
Company's current business. Revenues are generated from attendance fees for live
workshops in major cities  worldwide;  sales of  home-study  programs and online
subscription services.

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

     Continuing Operations
     ---------------------

     Online  Investors  Advantage,   Inc.  ("OIA"),  a  wholly-owned  subsidiary
provides  in-depth  consumer  training  in the  optimum  use  of  Internet-based
investment  and  financial  management  tools and services via  workshops,  home
study, and online  subscriptions.  OIA recently  expanded into the international
marketplace.  OIA has a current  customer  base of some 12,000  individuals.  In
addition,  OIA has a  strategic  working  relationship  with  its  primary  data
provider, Telescan, Inc.

     OIA has developed a video-based home-study program, which sells for $1,995,
and a live  2-day  workshop,  which  costs  $2,995  to  attend  if the  attendee
registers at the live  preview,  or $3,995 if the attendee  registers  after the
fact.  Both programs are promoted  online and through a  traditional  multi-step
marketing program. The multi-step marketing program includes direct mail, radio,
television,  newspaper,  free  "Introduction to Online Investing  seminars," the
Internet, and word-of-mouth incentives.  Prior workshop attendees are allowed to
attend a  refresher  workshop  at no charge,  or extend  their  subscription  to
www.investortoolbox.com for six months at no charge if they refer another person
to an OIA workshop.  This incentive has a $495 value.  OIA's brochures and audio
tapes are used to build  further  interest  and  customer  loyalty.  The two-day
workshop is 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   home-study
educational programs.  Accordingly, OIA is well positioned to continue providing
both e-finance and investing education and services,  while developing a growing
customer base for its online subscription  service and other compatible products
and services.

     Seminar Market Group, Inc.  ("SMG"),  a wholly owned subsidiary of OIA, was
acquired  to secure  various  marketing  and  support  services  for OIA such as
in-house telephone  marketing and consulting for OIA's marketing process.  These
services are now handled by OIA directly and SMG is inactive.

     Memory Improvement Systems, Inc. ("MIS"), a wholly-owned subsidiary of OIA,
provides  platform  speaking  services as well as the recruiting and training of
professional presenters for OIA's 90-minute introductory seminars.

                                       4
<PAGE>
     McKenna  Venture  Accelerator,  LLC ("MVA"),  a Delaware  limited-liability
company,  is a venture fund created by The McKenna  Group ("TMG") that is funded
by the Company along with several other investors.  The agreement between ZiaSun
and The McKenna Group was finalized during August 2000. MVA, which is structured
to   make   highly    selective    investments    primarily    in    early-stage
business-to-business  (B2B) Internet technology companies,  is a partially-owned
subsidiary of the Company, in which the Company is the owner of a 43% membership
interest with the other unrelated investors owning the remaining interest.

     MVA  was  formed  to help  accelerate  the  Company's  business  growth  by
providing the Company access to global market investment opportunities, to which
it could not  otherwise  gain access.  MVA partners the Company with The McKenna
Group, one of the most well known and successful  consulting firms in the world.
Additionally, MVA directly associates the Company with Regis McKenna, one of the
world's most renowned business strategists and venture  capitalists,  who helped
launch  companies,  such as Intel and Apple, as well as The Byte Shop, the first
retail computer store.

     The McKenna  Group,  under the direction of an investment  board made up of
members from the Company, the other investors and The McKenna Group, manages the
day-to-day operations of MVA. MVA invests in qualified, early-stage B2B Internet
companies  and helps them build  infrastructure  and  technology  that will help
shape the future.  It is the Silicon  Valley node in a global value network that
includes ZiaSun,  along with the JAI/McKenna Fund,  institutional  investors and
angel investors.

     MVA offers  companies  financial and  infrastructure  support to accelerate
operations,  business and market strategy support to accelerate  time-to-market,
and  partnering  support to accelerate  scale-up,  all of which creates a highly
attractive  entrepreneurial  environment.  MVA  also  differs  from  traditional
venture  funds in that its  investors  play an active  role in  approving  those
investments  made by the fund.  This unique feature of MVA makes it possible for
the fund to leverage the particular expertise and know-how of its investors.

     The MVA partners total capital commitment to MVA is $18.5 million, of which
ZiaSun has  committed to invest $8.0  million.  ZiaSun has invested $7.5 million
through  December  31,  2000.  MVA was  formed  for  the  purpose  of  acquiring
securities of start-up and early stage companies with a principal focus on three
core areas, including mobile  communications,  networking and communications and
e-business infrastructures.

     The  formation  of MVA was a major step in  fulfilling  ZiaSun's  vision to
become a world-class  business  acceleration  and holding company with unlimited
growth  opportunities,  and one that is  intended  to provide a positive  future
impact on its shareholder's  equity.  Typically,  only accredited  investors can
invest in companies  that have the intention of going public.  However,  through
MVA,  ZiaSun  shareholders  now  indirectly   participate  in  the  early-stage,
accredited  funding of emerging private  companies,  which have undergone a very
thorough  technical and operational  evaluation prior to investment.  Hence, MKZ
provides  ZiaSun  shareholders  with the ability to lower the risk factor  while
participating in potentially profitable early-stage investments.

     MVA has already acquired equity positions in the following four companies:

     o    Last Mile Service  (www.lastmileservices.com)  develops  software that
          allows immediate  deployment of disparate  broadband  services between
          service providers and customer premises.

     o    IControl is a brand new company (with no Web site  to-date)  dedicated
          to delivering the most complete security and authentication  solutions
          to mobile  commerce,  which is  expected  to grow  into a $70  billion
          market in the next few years.

                                       5
<PAGE>
     o    QEDSoft   (www.qedsoft.com)   develops  software  designed  to  enable
          delivery  of  high-quality  3D  animation  on the Web across  multiple
          platforms with zero latency and with low bandwidth requirements.

     o    Sirenic (www.sirenic.com)  develops server software intended to enable
          personalized  content  delivery and m-commerce  applications  across a
          broad range of access devices.

     MKZ Fund, LLC ("MKZ"), the McKenna/ZiaSun  entity which funds MVA, has also
invested directly in small equity positions in the following group of companies,
who are also clients of The McKenna Group (TMG).  These  companies are typically
further  along than the firms MVA invests in, and their  equity is  available to
MKZ only because  they seek out the  consulting  services of TMG.  Many of these
companies  have  Venture  Capital  investors  behind  them as well as  strategic
investors such as IBM, Cisco,  Motorola,  Intel, AB Watley and Oppenheimer.  The
Company owns 60% of the membership interest of MKZ.

     o    OneSecure (www.onesecure.com) is a providers of secure managed network
          solutions to large enterprises

     o    Home Director (www.homedirector.com) provides complete home networking
          and management solutions

     o    B2B Web  (www.b2bweb.com)  is a supplier  of  state-of-the-art  global
          supply chain management  platforms and solutions to manufacturers  and
          retailers

     o    PortfolioScope  (www.portfolioscope.com)  is an applications  services
          provider of innovative  portfolio  tracking and analysis  solutions to
          portfolio managers and individual investors

     o    Tradeworx  (www.tradeworx.com)  provides  cutting edge  analytical and
          decision  support tools to the online and offline  financial  services
          industry

     o    eVision  is a leader  in the  emerging  area of  high-performance  3-D
          search engines capable of handling all media types including video

     o    iSX (www.isx.com) provides unique,  rapid-retrieval  database tools to
          emerging e-business markets

     o    Last Mile Services (www.lastmileservices.com) is also held directly by
          MKZ as well as in the MVA fund

     Discontinued Operations
     ------------------------

     The following entities are subject to a formal plan to be sold or otherwise
disposed of:

     Momentum Asia Inc. ("MAI"),  a wholly-owned  subsidiary,  provides printing
and direct mail services for its clients.  Its services are actively marketed to
various  corporations.  MAI has been  marginally  profitable and has been having
difficulty sustaining its operation due to the dramatic economic downturn in the
Philippines.  ZiaSun has completed negotiations to sell MAI.

     Printing and Direct Mail
     ------------------------

     Revenue From        Operating Subsidiary     Product/Service
     -------------       --------------------     ---------------
     List Rental         Momentum Asia            Momentum Direct
     Design/layout       Momentum Asia            Momentum Direct
     Printing            Momentum Asia            Momentum Direct
     Lettershop          Momentum Asia            Momentum Direct

                                       6
<PAGE>
     MAI's 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)

     None of these  customers  are expected to  contribute  more than $50,000 of
revenue per year to Momentum Asia.

     Asia Prepress  Technologies,  Inc. ("APT"), a wholly-owned  subsidiary,  is
headquartered in Glen Burnie,  Maryland with operations in the Philippines.  APT
provides a true 24/7  keyboarding  operation  for  conversion of books and other
hard-copy documents into a searchable electronic format via the Internet.  APT's
double-key  data  entry,  comparison  and  verification  analysis,   along  with
proofreading  by a quality  control  source for all data  entry  work  completed
ensures  a  99.99%  accuracy  level  for its  transcription  services.  APT also
provides data conversion  services,  rendered line art services,  LaTex editing,
SGML/HTML/XML  keying and coding,  and Quark Page Makeup.  APT's other  services
include  Web Page  design and CD  replication/duplication  along with  providing
label and  cover  printing  for  CD's.  APT has a large  labor  pool of  English
speaking,  well educated workers within low-cost incentive-rich Special Economic
Zones in the Philippines. APT's primary customer base is typesetting/composition
prepress  operations  in the  publishing  field,  but it also is doing  work for
groups in the medical, legal, accounting and private industry fields. Anyone who
has data that  requires  conversion  or  manipulation  into  various  electronic
formats is a  potential  customer  for APT.  Major  competitors  of APT  include
Innodata and Sencor.

     Asia Internet  Services.com,  Inc. ("AIS"), a wholly-owned  subsidiary,  is
also headquartered in Glen Burnie,  Maryland with operations in the Philippines.
It is an  outsourcing  contractor  providing  packages  of  specialized  support
services for Internet and IT firms with  high-volume  response  needs.  Services
include  e-mail  response,  order  taking,  correspondence,  billing and service
inquires.  Pricing  is based  at a  starting  point  of $6.00  per hour for each
employee required.  The primary customer base is small to mid-size companies who
wish to avoid setting up labor intensive customer service branches. AIS provides
alternative  outsourcing in order to save companies time and money allowing them
to concentrate on their core competencies.  Service is provided on a 24/7 basis.
Major competitors of AIS include Brigade, Startek and Swift Response.

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,  although  there has been a
dramatic e-commerce downturn as the Internet continues to change to better serve
the needs of business and  consumers,  the Company  believes  the  international
growth rate of both  business and  individual  Internet  users will  continue to
increase over the next five years.

     As the number of Internet users continues to increase,  the Company intends
to continue  developing  improved and enhanced e-finance investing and portfolio
management products,  services and technologies,  which will effectively fulfill
the information, e-commerce and education needs of these users to maximize their
beneficial  use of all the features the Internet has to offer.  This is expected
to include  International  online stock investing education services with unique
educational  capabilities  and  ongoing  support  services  for  the  individual
investor.

                                       7
<PAGE>
     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, portfolio management tools, news, and
a self-directed environment.

     The Company's wholly-owned subsidiary,  OIA, is believed to be a pioneer in
online financial/investing training for individual investors in the U.S. market,
and is  rapidly  expanding  into  key  international  markets  as  well.  As the
popularity of online investing grows, the demand for OIA's products and services
is expected to grow accordingly. 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.

Marketing Plan
--------------

     The Company will attempt to become the world leader in providing  e-finance
and investing  education  products and services to the individual  investor.  It
intends  to  build  exposure  and  continually  increasing  market  share  while
maintaining  profitable  operations.   This  differs  from  many  Internet-based
companies which have focused significant effort on establishing a customer base,
but have given minimal thought to ensuring return on investment.

     While this latter approach generates a considerable  amount of web traffic,
and  can  sometimes  generate  significant  revenues,  it does  not  necessarily
generate  any  earnings  for a  company.  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.

     The  ongoing  successful  implementation  of the  marketing  plan  includes
effectively  presenting  the  Company's  products  and  services  in the current
market, so the potential customer perceives them as the clear value-added choice
among the  alternative  products  and services in the  marketplace.  The Company
focuses its marketing  message on those  significant  points of  differentiation
that Company's  product and services provide over the competitors'  products and
services.

     Additionally,  the  Company is  experiencing  its first  exposure to a down
market, and will have to adroitly adapt its business developments efforts to the
ever-changing needs of such a market to ensure that its offering of products and
services will effectively  fulfill those needs.  Another priority of the Company
is keeping the  marketing  message and  materials  up to date in one of the most
dynamic markets that has ever existed. The Company expects to accomplish this by
utilizing its own expertise as well as the services of certain consultants,  who
are  specialists and  forward-looking  in the Internet arena, so the Company has
constantly updated,  current knowledge regarding developments in the marketplace
they  serve.  The  Company  recognizes  the  importance  of being  the  first to
introduce a new beneficial product or service to the marketplace.

Distribution
------------

     Management will seek out and investigate  business  opportunities  by every
reasonable  available means and methods,  including personal contacts,  verified
professionals,  securities broker dealers, venture capital personnel, members of
the financial community and others who may present unsolicited proposals.

                                       8
<PAGE>
Recent Developments
-------------------

     During 2000, the Company undertook several acquisitions to augment products
or services of its other  subsidiaries.  Specifically,  the Company acquired APT
and AIS, as complementary businesses to its subsidiary, MAI.

     Acquisition of Asia Prepress Technology, Inc.
     ---------------------------------------------

     On May 22, 2000, the Company entered into an Acquisition Agreement and Plan
of  Reorganization,  under which the Company acquired Asia Prepress  Technology,
Inc. ("APT"),  a Maryland  corporation.  The Company received 100% of the common
stock of APT in exchange  for  $100,000  cash and 100,000  shares of  restricted
common  stock of the  Company.  In  addition,  the  Company  assumed the working
capital  line of credit of APT in the amount of  $250,000.  As of  December  31,
2000,  there  was an  outstanding  principal  balance  on the line of  credit of
$70,000.  See  "Asia  Prepress  Technology,   Inc."  above  under  "Discontinued
Operations."

     Acquisition of Asia Internet Services.com, Inc.
     -----------------------------------------------

     On May 22, 2000, the Company also entered into a Merger  Agreement and Plan
of  Reorganization  with Asia Internet  Service.com,  Inc.  ("AIS"),  a Maryland
corporation.  The Company  acquired  100% of the common stock of AIS in exchange
for $200,000 and 150,000 shares of restricted  common stock of the Company.  See
"Asia Internet Services.com, Inc." above under "Discontinued Operations."

     APT and AIS will be sold as part of the Company's plan to focus on OIA.

     Seminar Marketing Group, Inc.
     -----------------------------

     On September 29, 2000, the Company acquired all of the outstanding stock of
Seminar Market Group, Inc.,  ("SMG"), a Utah corporation.  Pursuant to the terms
of the  acquisition  agreement,  the  Company  issued an  aggregate  of  370,000
restricted  shares of Common Stock to  stockholders  of SMG in exchange for such
stock.  The shares  issued to the SMG  shareholders  are  subject  to  piggyback
registration  rights.  The  acquisition  of SMG had the  effect  of  eliminating
various  existing  royalties  and  overrides of OIA which are or were  currently
being  paid for these  marketing,  seminar  development,  hosting  and  speaking
services, and will reduce certain on going commission obligations of OIA.

     The  issuance of these  shares was  intended to be issued in a  transaction
exempt from the registration  requirements under the Securities Act of 1933 (the
"Securities  Act") pursuant to Rule 506 of Regulation D. Upon subsequent  review
of the  transaction  by the  Company's  attorneys,  it was  determined  that the
issuance of the shares did not meet the technical requirements of the Securities
Act.  Therefore,  on February 12, 2001, the Company provided notice to the prior
shareholders of SMG who received shares as a result of the acquisition of SMG by
the Company,  that the  transaction  would be rescinded  and that  following the
filing  and  effectiveness  of an  appropriate  registration  statement,  that a
rescission offer would be delivered to such shareholders in the near future.

     Memory Improvement Systems, Inc.
     --------------------------------

     On October 16, 2000, the Company  acquired all of the outstanding  stock of
Memory Improvement Systems,  Inc., ("MIS"), a Utah corporation.  Pursuant to the
terms of the acquisition  agreement,  the Company issued an aggregate of 400,000
restricted  shares of Common Stock to  stockholders  of MIS in exchange for such
MIS stock.  The shares issued to the MIS  shareholders  are subject to piggyback
registration  rights.  MIS provides the recruiting and training of  professional
platform  presenters  at OIA's 90  minute  "Introduction  to  Online  Investing"
seminars,  and was acquired in order to  eliminate  fees paid to MIS which was a
percentage of workshops sales.

                                       9
<PAGE>
     MKZ Fund LLC
     ------------

     During 2000,  the Company  invested a total of $7.5 million in MKZ Fund LLC
("MKZ"),  pursuant to the terms of the Venture Fund Agreement. MKZ is structured
to   make   highly    selective    investments   in    early-stage,    primarily
business-to-business (B2B) Internet technology companies.  Additionally,  MKZ is
intended to help  accelerate  the  Company's  business  growth by providing  the
Company access to global market investment opportunities,  to which it could not
otherwise gain access.

Strategic Alliances
-------------------

     The Company will continue to seek high-profile,  interrelated  companies as
strategic business partners when it is deemed beneficial in its efforts to enter
new markets or territories.

Competitive Business Conditions
-------------------------------

     There are several  companies  engaged in endeavors similar to those engaged
in by ZiaSun,  some of which have substantial  current assets and cash reserves.
Competitors also include many 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.

Raw Materials and Supplies
--------------------------

     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 such materials, which would be required by the Company.

Dependence On One or a Few Major Customers
------------------------------------------

     The Company  believes  that the  diversity  of the products and services it
offers helps  alleviate  the  dependence on any one customer or limited group of
customers. Through the widespread use of the Company's subsidiaries products and
services, in multimedia,  e-commerce,  publishing, Internet and other developing
industries,  the  Company  will  continue to increase  its  customer.  No single
customer in 2000 accounted for more than 1% of the net sales.

Intellectual Property and Proprietary Rights
--------------------------------------------

     U.S. Trademark Applications
     ---------------------------

     The Company and/or its  subsidiaries  have made, and or hold  registrations
for the following trademarks:

                                                                       REG/APPLN
     MARK                                    CLASS     STATUS          NUMBER
     ---------------------------------------------------------------------------
     Investor Toolbox                          36      Pending         75/893296
     Online Investors Advantage                 9      Pending         75/893299
     Online Investors Advantage                41      Pending         75/893295
     Online Investor Toolbox                   36      Pending         75/893280
     Online Investor Toolbox Advantage         36      Pending         75/192920
     Online Investor Toolbox Advantage         41      Pending         75/192922

                                       10
<PAGE>
     Secrets To Online Investing               16      Pending         76/055455
     Secrets To Online Investing               41      Pending         76/055249
     Stock Market Investor Toolbox             16      Pending         76/198670
     Stock Market Investor Toolbox             41      Pending         76/198669
     Wall Street Investor Toolbox              16      Pending         76/198671
     Wall Street Investor Toolbox              41      Pending         76/198672
     Wall Street Mentor                        16      Pending         76/198464
     Wall Street Mentor                        41      Pending         76/198463
     Where People Learn to Invest Online       41      Registered      2,412,540
     5 Step Online Investing Formula           41      Pending         75/893298
     7 Cash-Flow Investing Strategies          41      Pending         75/893294
     ZiaSun                                    35      Pending         76/084808
     ZiaSun                                    36      Pending         76/084807
     ZiaSun                                    37      Pending         76/084806
     ZiaSun                                    41      Pending         76/084899
     ZiaSun                                    42      Pending         76/084898

     OIA will discontinue the use of the trademark "Online Investors Advantage."

     U.S. Copyright Applications
     ---------------------------

     The Company and/or its  subsidiaries  have made, and or hold  registrations
for the following copyrights:

     1. Online Investors Advantage - Workshop Manual - Version 5.0
     2. The 5 Step Online Investing Formula - Overview Handout
     3. Online Investor Toolbox - Speakers Biography
     4. Online Investing Workshop 2000 - Registration Form
     5. Money Talks - Flyer
     6. Online Investors Advantage - Ticket
     7. Learn the Secrets of Online Investing - Prospect Letter
     8. Here's Your Free Ticket to Retiring Early and Retiring Rich - Ticket
     9. What I Discovered About Using the Internet - Letter
     10. The Internet is Empowering People - Brochure
     11. Online Investors Advantage - Computer Mouse Pad
     12. Online Investing - Videotape Set
     13. Online Investing Advantage - Welcome Kit

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 be doing business,  the products and services  provided  through
use of the Company's  technology  are not subject to approval of any  government
regulation.  For OIA to conduct  workshops in the country of  Australia,  OIA is
registered under the proper of authority with ASIC and has a compliance  officer
residing in Australia.

Effect of Existing or Probable Governmental Regulations
-------------------------------------------------------

     The Company's  common stock is registered  pursuant to Section 12(g) of the
Securities  Exchange Act of 1934. As a result of such registration,  the Company
is 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

                                       11
<PAGE>
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  is also  required  to file  annual  reports  on Form 10-K and
quarterly  reports on Form 10-Q with the Commission on a regular basis, and will
be required to disclose  certain  events in a timely  manner,  (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  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.

Environmental Regulations
-------------------------

     The Company does not plan to manufacture the products that are derived from
the application and use of its technology.  The Company does not believe 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.

Employees
---------

     At the present time the Company and its subsidiaries  employ  approximately
318 full time employees. These full time employees include D. Scott Elder, Ross,
W.  Jardine,  Allen D.  Hardman,  who are also  officers  and  directors  of the
Company.

Certain Business Risks
----------------------

     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 deemed  immaterial.  All of these risks
may impair business operations.

     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.

                                       12
<PAGE>
     Risk that the Company's Common Stock may be deemed a "Penny Stock."
     -------------------------------------------------------------------

     The  Company's  common  stock may, at some future  time,  be deemed to be a
"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 of 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.

     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 report the
Company's  common  stock has a price less than $5.00.

     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   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 several  corporations,  firms and individuals 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
wherewithal,  and  technical  and  personnel  resources  than the Company or its
subsidiaries. Some of the Company's competitors have longer operating histories.
In  addition,  certain  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.  Certain  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  could conduct more  extensive
promotional activities and offer better terms and lower prices to customers than
the Company can.

     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

                                       13
<PAGE>
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 the Company's  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 certain instances,  the Company is competing with such organizations 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 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 diversion 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,  Allen D.  Hardman,  Scott
Harris and David  McCoy,  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.

                                       14
<PAGE>
     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 and strategic relationships.
     ---------------------------------------------------------------

     The Company may acquire  other  companies  or  technologies  and  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  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.  Additionally,  there  can be no
assurance that any such  relationships  will be maintained,  or that if they are
maintained,  they will be successful or profitable.  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 they
should not be relied on 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.

                                       15
<PAGE>
     Conflicts of interest; Related party transactions.
     --------------------------------------------------

     With the exception of a potential  merger with Telescan,  Inc., the Company
has not identified any new potential acquisition targets. 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
all 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 systems 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  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,  the Company will be able to prevent an extended systems
failure.  Any such systems failure that interrupt 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 relies 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  the Company uses 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.

                                       16
<PAGE>
     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 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  has 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
demands,  the  Company  fails  to  attract,   assimilate  and  retain  qualified
personnel,  or the Company fails to manage the Company's expansion  effectively,
there could 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 strain 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 the  Company.  Any backlog  caused by a third  party's  inability to
expand  sufficiently  to meet the Company  needs  could have a material  adverse
effect on its 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.

                                       17
<PAGE>
     Risks  associated  with early stage of market  development;  Dependence  on
     online commerce and the Internet.
     ---------------------------------------------------------------------------

     The market for online investing services 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.

     Additionally,  the  Company's  services  over the  Internet  involve  a new
approach to investing research,  which will require on-going 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 the securities industry; Concentration of services.
     -------------------------------------------------------------------------

     Most of the  Company's  revenue  in the past has  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,  is
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 customer's interest in
its products and services and adversely affect the Company's operating results.

                                       18
<PAGE>
     In October  1987 and  October  1989,  and in the first  quarter of 2001 the
stock market  suffered major  declines,  as a result of which many companies 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 companies  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  nor  any of its  subsidiaries  presently  holds  any
patents,  but  do  hold  some  registered   copyrights.   The  Company  and  its
subsidiaries are also currently in the process of seeking  additional  copyright
and trademark protection of its trade names and website addresses. The Company's
success and ability to compete are  dependant to a degree on 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 its
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 its 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 the difficulty in controlling
the  ultimate  destination  or security  of  software or other data  transmitted
thereon.  The laws of other  countries  may  afford  the  Company  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

                                       19
<PAGE>
rights of others;  or defend against claims of infringement or invalidity.  Such
litigation,  whether  successful or  unsuccessful,  could result in  substantial
costs and diversions of resources, either of which could have a material adverse
effect on the Company's business, financial condition and operating results.

     Risks associated with infringement.
     -----------------------------------

     The Company may in the future receive  notices of claims of infringement on
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 The Company's  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  products 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 gained  considerable  experience in providing  investing  education services
internationally.

     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.  In some of the  countries  the Company does business in 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 its 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 its business, financial
condition and operating results.

                                       20
<PAGE>
Item 2. Properties

     The Company's  headquarters  are located at 462 Stevens Avenue,  Suite 106,
Solana Beach, California 92075, where it leases and occupies approximately 4,658
square  feet.  The  initial  lease term is  approximately  60 months  commencing
January 1, 1998 and ending  January 22, 2003.  The lease rate for these premises
is  presently  $9,431 per month for months 37 - 48 and  increases  to $9,809 per
month for months 49 through 60. The Company has an option to renew the lease for
an additional term of 5 Years.

     OIA leases  approximately 4,440 feet of office space at 5252 North Edgewood
Drive,  Provo  Utah,  which  serves as OIA's  headquarters,  and  houses the OIA
accounting  staff, IS department,  customer support,  data entry,  international
office and travel  coordinator.  These premises are leased through July 20, 2004
with an option to renew the lease for one additional term of 5 years.  The lease
rate as of the year ended December 31, 2000 was $8,006.14.  On April 1, 2000 the
lease rate  increased  to  $8,175.77  per month,  The lease  rate  increases  to
$8,350.48 and $8,530.43 on April 1, 2001 and April 1, 2003, respectively.

     OIA also leases  1,940  square feet of office space at 852 North 1430 West,
Unit #3,  Westpoint  Business Park, Orem Utah, at a monthly rate of $1,309.  OIA
has  vacated  these  premises  which are leased  through  October  31,  2001 and
subleases the same for $1,250 per month.

     OIA leases approximately 7,750 square feet of space at 555 East 1860 South,
Provo,  Utah  which  house the OIA home study  sales  department,  shipping  and
fulfillment  department.  These  premises are leased through April 30, 2005. The
lease rate  through  November  30, 2001 is $5,340.  The lease rate  increases to
$6,180 per month for period  December 1, 2001 through July 31, 2003,  and $7,020
per month for period August 1, 2003 through April 30, 2005.

     MAI leases  approximately 30,500 square foot of office and industrial space
in the Clark Special Economic Zone,  Philippines,  Clark Field,  Pampanga.  This
facility  houses all  operations of Momentum  Asia, and is leased until November
30, 2016, at a monthly rate of $5,618.  The lease rate increases 6.0% every year
compounded annually.

     APT leases  approximately  3,100 square feet of space on Argonaut  highway,
Boton Area,  Subic Freeport,  the  Philippines,  at a monthly rate of $1,002 per
month.  The lease is for a term from  September 1, 1999 and ending on August 31,
2002.

     APT also  leases  office  space  in Glen  Burnie,  Maryland,  under an oral
month-to-month lease from Maryland Composition, at the rate of $5,000 per month.

                                       21
<PAGE>
Item 3. Legal Proceedings

     ZiaSun Technologies, Inc. V. Financial Web.Com, Inc., Et Al.
     -----------------------------------------------------------

     The Company has been party Plaintiff in the matter of ZiaSun  Technologies,
Inc. v.  Financial  web.com,  Inc., et al.,  Circuit  Court of Seminole  County,
Florida,  99-1136-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,  the
Company  filed a civil action in the Circuit Court of Seminole  County  Florida,
seeking damages and injunction relief.

     As of  February  23,  2001,  based  on  the  Company's  understanding  that
Financial  Web.com  is out of  business  and its  counsel  has filed a motion to
withdraw  from the case,  the  Company has decided to allow the Court to dismiss
the case for lack of prosecution. The Company will be filing an application with
the Court for the return of the bond posted by the Company.

     ZiaSun Technologies, Inc. V. Continental Capital & Equity, Inc.
     ---------------------------------------------------------------

     The Company is a party Plaintiff in the matter of ZiaSun Technologies, Inc.
v.  Continental  Capital & Equity  Corporation,  Superior  Court of  California,
County of San Diego, Case No. GIC-759797. The Company seeks a refund of $130,000
of the  $250,000  paid to  Continental  Capital,  alleging  breach of  contract,
intentional  misrepresentation  and negligent  misrepresentation  on the part of
Continental Capital. The matter is pending.

     Suntrust Banks, Inc. V. Online Investors Advantage, Inc.
     --------------------------------------------------------

     OIA was a party defendant in the matter of SunTrust  Banks,  Inc. v. Online
Investors  Advantage,  Inc.,  United States District Court,  Eastern District of
Virginia, Case No. 00-1721-A. SunTrust, as the owner of the trademark "Investors
Advantage"  filed a civil action to enjoin OIA from the use of the mark and name
"Investors  Advantage.  On January 19,  2001,  SunTrust  and OIA entered  into a
Settlement  Agreement  under which  SunTrust and OIA would  explore the possible
assignment  of the mark and name  "Investors  Advantage"  to OIA under  mutually
agreeable  terms.  The parties  also agreed that in the event an agreement as to
the  assignment  cannot be reached in 3 months,  then OIA shall  within 9 months
from  January  19,  2001  terminate  any use of the  mark  and  name  "Investors
Advantage."  Based on this  agreement the pending  action was dismissed  without
prejudice  while the  parties  proceed  to attempt  to  negotiate  terms for the
assignment of the mark and name "Investors Advantage."

     Settlement of OIA V. Wall Street Mentors, Inc. et. al.
     ------------------------------------------------------

     On or about April 13, 2001,  the Company's  wholly-owned  subsidiary,  OIA,
entered into a settlement  agreement with Wall Street Mentors,  Inc. ("WSM") and
five  former  independent  contractors  of OIA  and  others,  providing  for the
settlement of the matter entitled Online  Investors  Advantage,  Inc., v. Varlin
Law, Rhett Anderson,  David Nicolson,  Roger Taylor, Bart Coon, Steve Admundsen,
Tim Anderson,  David Shamy, Brock Madsen and Wall Street Mentors, Inc., filed by
OIA on or about  February 23, 2001, in the United States  District Court for the
District  of Utah,  Case No.  2:01  CV0129 C, and other  possible  claims of the
parties.  In this  action,  OIA  has  alleged,  among  other  things,  copyright
infringement,  misappropriation  of trade secrets,  unfair  competition,  libel,
deceptive  trade  practices,   and  breach  of  non-competition   agreement  and
confidentiality agreements, by the party defendants.  Subject to the performance
of the parties under the settlement agreement,  OIA and the defendants have each
agreed to  release  the other  from any and all  claims  arising  out of the OIA
lawsuit  described  above,  and WSM and the individual  defendants have released
OIA, the Company and its officers, directors and affiliates, from any additional
claims or actions they may have, in law or equity.  The parties have agreed that
the terms of the Settlement agreement will be kept confidential.

                                       22
<PAGE>
     Scott Bowen v. ZiaSun Technologies, Inc.
     ----------------------------------------

     ZiaSun  is a party  defendant  in the  matter of Scott  Bowen v.  Bryant D.
Cragun,  et al.  Superior  Court of  California,  County of San Diego,  Case No.
762921. The Plaintiff alleges to have purchased shares of common stock of ZiaSun
and various other companies  through Amber  Securities,  Inc.  Plaintiff alleges
that  Amber,  World Trade and various  individuals  representing  that they were
sales associates for Amber or World Trade, made misstatements  regarding ZiaSun,
upon which the Plaintiff relied when purchasing ZiaSun shares. Plaintiff alleges
that these  Amber,  World Trade and the brokers were acting as agents of ZiaSun.
The Company denies the allegations, believes the lawsuit is without merit and is
proceeding with defending itself.

     Philippine Bureau Of Internal Revenue.
     --------------------------------------

     MAI is being  audited with regard to income taxes for the fiscal years 1998
and 1999. The Company has been advised by its counsel in the  Philippines,  that
the MAI is likely to be  assessed a tax  liability  for these taxes years not to
exceed US$20,000 and US$30,000,  respectively, which MAI is prepared to pay upon
final determination of the amount of income tax owing.

     With  the  exception  of  the  legal  proceedings,  claims  and  threatened
litigation  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.

                                       23
<PAGE>
Item 4. Submission of Matters to a Vote of Security Holders

     Annual Meeting of Shareholders
     ------------------------------

     On  November  3, 2000,  the Annual  Meeting of  shareholders  (the  "Annual
Meeting") was held for the purpose of:

     1.   Electing 5 Directors for a term of one (1) year each;

     2.   Approving   the   proposal   to  amend  the   Company's   Articles  of
          Incorporation  to  increase  the  number of common  shares,  which the
          Company is authorized to issue, to 250,000,000 shares of Common Stock,
          $0.001 par value;

     3.   Approving the adoption of the Restated Bylaws; and

     4.   Approving the adoption of the 1999 Stock Option Plan, as amended.

     As of the Record Date,  September 15, 2000,  there were  32,330,170  shares
entitled  to vote of which  17,556,931  shares  were  present at the  meeting in
person or by proxy.

     (a) Election of 5 Directors.

     At the Annual  Meeting,  the  shareholders  elected 5  directors,  Allen D.
Hardman,  D. Scott Elder,  Ross W. Jardine,  Hans Von Meiss and  Christopher  D.
Outram,  to serve until the next annual meeting of Shareholders  and until their
successors are duly elected and qualified.

     There  were  17,474,138  shares  voting in favor of the  election  of these
directors and 9,275 shares  withholding  authority.  All director  nominees were
elected.

     (b) Approval of Amendment to Articles of Incorporation.

     At the Annual Meeting,  the shareholders also approved the amendment to the
Articles of  Incorporation  to increase the number of common  shares,  which the
Company is authorized to issue,  to 250,000,000  shares of Common Stock,  $0.001
par value.

     There  were  17,033,767  shares  voting in favor of the  proposal,  224,716
shares voting  against the proposal and 11,375 shares  abstaining.  The proposal
passed and the Certificate of Amendment was effective November 8, 2000, upon the
filing of the same with the Nevada Secretary of State.

                                       24
<PAGE>
     (c) Approval of Restated Bylaws.

     At the Annual Meeting,  the  shareholders  also approved the Restatement of
the By-laws to (i) amend  Section 2.02 to provide  that special  meetings of the
shareholders  may  also be  called  by a vote of 10% of more of the  outstanding
shares;  and (ii)  amend  Section  3.04 to make it clear that  directors  may be
removed with or without cause.

     There  were  12,471,405  shares  voting in favor of the  proposal,  126,616
shares voting  against the proposal and 16,628 shares  abstaining.  The proposal
passed.

     The Restated  By-Laws  also  encompass  the  amendment to Article IV of the
Bylaws to expand and clarify the titles and roles of the  executive  officers of
the Company,  which  amendment  was approved by the  directors of the Company on
September 27, 2000,  pursuant to Section 78.120 of the Nevada  Revised  Statutes
and  Article  X.,  Section  10.01 of the  Bylaws of the  Company.

     (d) Approval of 1999 Stock Option Plan, as amended.

     At the Annual  Meeting,  shareholders  also  approved the 1999 Stock Option
Plan, as amended (the "1999 Plan")  authorizing the issuance of 2,500,000 shares
of common stock of the Company.

     There  were  12,468,711  shares  voting in favor of the  proposal,  129,830
shares voting  against the proposal and 16,108 shares  abstaining.  The proposal
passed.

     The terms of the 1999 Plan are more fully  described in the Company's  Post
Effective  Registration  Statement on Form S-8,  filed June 14,  2000,  which is
incorporated herein by reference.

     No other matters were submitted to a vote of security holders at the Annual
Meeting, through the solicitation of proxies, or otherwise.

                                     PART II
                                     -------

Item 5. Market for Common Equity and Related Stockholders Matters

     The Company's  Common Stock is listed and traded on the OTC Bulletin  Board
under the symbol "ZSUN".  There has been relatively  limited trading activity in
the Company's stock since inception. The following table represents the high and
low closing prices for the Company's Common Stock for each quarter of the fiscal
year ended December 31, 2000 and 1999.

     Fiscal 2000         High      Low
     -------------------------------------
     First Quarter       $15.750   $10.000
     Second Quarter      $11.375   $ 4.156
     Third Quarter       $ 5.625   $ 1.796
     Fourth Quarter      $  2.93   $ 1.030

     Fiscal 1999         High      Low
     -------------------------------------
     First Quarter       $25.875   $ 4.937
     Second Quarter      $27.125   $ 6.375
     Third Quarter       $13.375   $ 7.000
     Fourth Quarter      $14.625   $ 6.968

     The  quotes   reflect   inter-dealer   prices  without  retail  mark-up  or
commissions and may not necessarily reflect actual transactions.

     Holders
     -------

     There were  approximately  595  holders of record of the  Company's  Common
Stock as of December 31, 2000.

                                       25
<PAGE>
     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. There
are no  material  restrictions  limiting,  or that  are  likely  to  limit,  the
Company's ability to pay dividends on its securities.

     Recent Sales of Unregistered Securities.
     ----------------------------------------

     During the fiscal year ended  December 31, 2000,  the Company issued and/or
sold shares of unregistered common stock in the following transactions:

     On January 13,  2000,  Allen D.  Hardman,  an officer  and  director or the
Company  exercised a stock option to purchase 25,000 restricted shares of Common
Stock at a price of $2.00 per share for total cash consideration received by the
Company of $50,000.

     On March 2, 2000, the Company issued 30,000 restricted shares to Netgenesis
Strategic  Internet  Marketing,  Ltd.,  for marketing and  shareholder  relation
services.

     On May 22, 2000,  in  conjunction  with the  acquisition  of Asia  Prepress
Technology,  Inc. ("Asia Prepress") and in exchange for all of the capital stock
of Asia Prepress, the Company issued 100,000 shares of "restricted" common stock
thereby making Asia Prepress a wholly owned subsidiary of the Company.

     On May 22, 2000,  in  conjunction  with the  acquisition  of Asia  Internet
Services, Inc. ("Asia Internet") and in exchange for all of the capital stock of
Asia Internet,  the Company issued 150,000 shares of  "restricted"  common stock
thereby making Asia Prepress a wholly owned subsidiary of the Company.

     On June 6, 2000,  pursuant to the terms of the Amendment to the Acquisition
Agreement between the Company and OIA Shareholders, the Company issued 4,820,152
restricted  shares of its Common  Stock to the  former  owners of OIA as part of
their  total earn out of  9,820,152  shares of which  5,000,000  shares had been
previously issued and held in escrow.

     On July 3, 2000, Allen D. Hardman, the President, CEO and a Director or the
Company  exercised a stock option to purchase 25,000 restricted shares of Common
Stock at a price of $2.00 per share for total cash consideration received by the
Company of $50,000.

     On August 2,  2000,  at a Special  Meeting of the Board of  Directors,  the
board ratified and approved the issuance of a total 100,000 restricted shares of
common stock to Credico Inc., and Hans von Meiss, for their efforts and services
in locating,  negotiating and assisting in the consummation of agreement between
the Company and the McKenna Group.  The board  authorized the issuance of 50,000
restricted shares to Credico,  Inc., a Nevada corporation,  owned and controlled
by Bryant D. Cragun,  a member of the advisory board of the Company,  and 50,000
restricted shares to Hans Von Meiss, a director of the Company.

     On August 2,  2000,  at a Special  Meeting of the Board of  Directors,  the
board ratified and approved the issuance of a total 103,500 restricted shares of
common stock to Bryant D. Cragun in conversion of the debt of $690,000  owing by
the Company to Mr. Cragun.

     On September 29, 2000, the Company acquired all of the outstanding stock of
Seminar Marketing Group,  Inc.,  ("SMG"),  a Utah  corporation.  Pursuant to the
terms of the acquisition agreement,  the Company, issued an aggregate of 370,000
restricted  shares of Common Stock to  stockholders  of SMG in exchange for such
stock.

                                       26
<PAGE>
     On October 15, 2000, the Company  acquired all of the outstanding  stock of
Memory Improvement Systems,.  Inc. ("MIS"), a Utah corporation.  Pursuant to the
terms of the acquisition agreement,  the Company, issued an aggregate of 400,000
restricted  shares of Common Stock to  stockholders  of MIS in exchange for such
stock.

     On November 20, 2000 the Company issued a total of 71,660 restricted shares
to its  directors.  The  Company  also  issued  Non-Qualified  Stock  Options to
purchase  a total  of  20,000  shares  of the  Company's  common  stock,  to the
non-employee directors and advisory board members.

Item 6. Selected Financial Data.

     The  following  selected  financial  information  has been derived from the
audited consolidated  financial  statements.  The information set forth below is
not necessarily  indicative of results of future operations,  and should be read
in conjunction with Item 7,  "Management's  Discussion and Analysis of Financial
Condition and Results of Operations" and the consolidated  financial  statements
and related notes thereto included in Item 8 of this Form 10-K in order to fully
understand  factors  that  may  affect  the  comparability  of  the  information
presented below.

<TABLE>
<CAPTION>

Five fiscal years ended December 31, 2000
 (in thousand)                                              2000            1999           1998           1997           1996
                                                       -------------  -------------  --------------  --------------   -------------
<S>                                                    <C>            <C>            <C>             <C>              <C>
Net Sales............................................. $      54,667  $      23,620  $            -  $            -   $           -
Income from Continuing operations                      $     (67,447) $       4,386  $          (77) $            -   $           -
Net income (loss)..................................... $     (77,226) $       5,964  $          769          (3,511)             (4)
Earnings (loss) per common share:
        Basic -  Continuing operations ............... $       (2.37) $        0.12  $            -               -               -
                 Discontinued operations ............. $       (0.23) $        0.15  $         0.05           (0.23)          (0.01)
       Diluted - Continuing operations ............... $       (2.37) $        0.10  $            -               -               -
                 Discontinued operations ............. $       (0.23) $        0.13  $         0.05           (0.23)          (0.01)

Cash dividends declared per common share.............. $           -  $           -  $            -  $            -   $           -
Shares used in computing earnings (loss) per
         share (in thousands)
         Basic........................................        29,744         21,770          17,023          15,467             800
         Diluted......................................        29,744         25,796          17,023          15,467             800
Cash, cash equivalents, and short-term
         Investments.................................. $       3,852  $       9,283  $          518  $           73   $         66
Total assets.......................................... $      47,713  $      19,457  $        4,765  $          123   $         66
Shares subject to recission ..........................           614              -               -               -              -
Shareholders' equity.................................. $      42,099  $      15,736  $        4,165              37             66

</TABLE>

                                       27
<PAGE>
Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations.

     This  section  and other  parts of this Form 10-K  contain  forward-looking
statements that involve risks and  uncertainties.  The Company's  actual results
may differ  significantly  from the  results  discussed  in the  forward-looking
statements.  Factors  that might  cause such  differences  include,  but are not
limited to, those discussed in the subsection  entitled "Factors That May Affect
Future Results and Financial  Condition" below. The following  discussion should
be read in  conjunction  with the  consolidated  financial  statements and notes
thereto  included in Item 8 of this Form 10-K. All information  presented herein
is based on the Company's fiscal calendar.

Shares Issued Under OIA Acquisition Agreement, as Amended
---------------------------------------------------------

     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,  pursuant  to  negotiations  between  ZiaSun  and the  former  OIA
shareholders,  and their joint  recognition  that it would clearly not be in the
best  interests of ZiaSun to have such a large  goodwill  burden going  forward,
ZiaSun and the former OIA  shareholders  agreed to amend the original  terms and
conditions  of the earn out. An  agreement  was  reached  wherein the former OIA
shareholders  would exchange  12,000,000 of the earn-out  shares,  to which they
were  originally  entitled,  for $6,000,000 in cash. An agreement was reached on
May 9, 2000.

     Therefore,   under  the  terms  and  conditions  of  the  amended  earn-out
agreement,  the former OIA  shareholders  received  9,820,152  shares ( of which
5,000,000 had been previously  issued and were held in escrow),  rather than the
21,820,152  shares as set forth in the  original  agreement.  This  reduced  the
goodwill  burden  to  the  Company  by   $138,646,269,   from   $248,204,230  to
$109,557,961,  and this is the  value  that was added to the  Company's  balance
sheet going forward from April 1, 2000.

Discontinued Operations
-----------------------

     At its board meeting on March 22, 2001,  the board of directors  determined
that it was in the best  interest  of the  Company to  discontinue  its  foreign
operations.  The  foreign  subsidiaries  are  small  in  comparison  to  the  US
operations,  and are  difficult  to manage  at a long  distance.  The  intent of
management  is to either  resell the foreign  operations  to the  parties  which
originally sold the foreign  subsidiaries to the company, or to seek third-party
purchasers.  Accordingly,  the Company's  financial  statements  and the related
management's  discussion  and  analysis,  have  been  restated  to  present  the
continuing  operations  which are the  operations  of OIA. The net assets of the
discontinued  operations  are shown as a separate  line item in the other assets
section of the company's balance sheets.

December 31, 2000 and December 31, 1999
---------------------------------------

     Liquidity and Capital Resources
     -------------------------------

     The Company's current assets at December 31, 2000 were $5,072,363  compared
to  $10,093,565  at December 31, 1999. The Company's  current  liabilities  were
$5,000,257 and $3,720,657 for the same periods  respectively.  This represents a
decrease in the  Company's  working  capital from  $6,372,908  to $72,106.  This
decrease  occurred  even  though  the  Company  generated  $7,199,151  from  its
continuing operations.  The decrease was the largely the result of the Company's
investment of $7,500,000 in the MVA/MKZ equity fund.  Another  material cause of
the decrease  was the  decision of the Company to amend the  earn-out  agreement
with the OIA  shareholders  by paying  them  $6,000,000  in lieu of  issuing  an
additional 12,000,000 shares of its common stock. The Company also used $765,508
of its cash to repurchase 297,500 shares of its common stock through the market.

     The Company  spent  $400,000 to acquire its operating  subsidiary  (OIA) in
1999 compared to $300,000 to acquire its discontinued subsidiaries (APT and AIS)
in 2000.  The  Company  received  $5,000,000  from the sale of its  discontinued
subsidiary  Asia4Sale  in 1999.  The Company also intends to sell the balance of
the shares in the market as quickly as it is able to do so.  However,  Asia4sale
is thinly  traded and the shares remain  restricted  due to rule 144 so no value
has been recorded in the year-end financial statements for these shares.

                                       28
<PAGE>
     The  Company  received  $100,000  from  the  exercise  of  options  by  its
president.  The Company also was relieved of $690,000 of debt by its  conversion
to 103,500 shares of common stock.

     During  calendar year 2000, the Company paid $4,992,587 in income taxes, of
which $1,947,264 was used to pay prior-year liabilities, and $3,045,323 was paid
against current tax liabilities. The Company has also accrued $3,004,914 in 2000
for potential sales tax  liabilities  relating to its seminar and video sales in
the various states of the united states. Accounts payable increased by $983,480,
and cash decreased by $5,431,413 as a result of these uses of Company resources.

     At December  31, 2000 the Company has no  long-term  debt.  The Company has
sufficient  cash  flow  from  its  continuing  operations  to meet  its  current
obligations.  The Company  anticipates  continued  positive cash flow during the
next twelve months.  Management intends to invest its cash flow in marketing and
to seek  mergers with or  acquisition  of companies  that will  contribute  in a
positive way to its operating strategy.  The Company has budgeted $1,000,000 for
such acquisition efforts in 2001.

     In the second half of 2000 and the first quarter of 2001,  the stock market
has had a significant  down turn in the United States.  The Company is uncertain
if this  down  turn will have an  effect  on the  demand  for its  services  and
products.  To date,  sales have  continued to grow when  compared on a quarterly
basis to the prior year.  Also,  several new seminar  companies have entered the
marketplace. Some of these companies have hired former employees of the Company.
The Company is uncertain as to the extent of business these competitors may take
away from the company.

     Results Of Operations
     ---------------------

     The Company has restated its operations to reflect its foreign subsidiaries
as discontinued operations. Accordingly, its operations for 2000 and 1999 relate
solely to OIA and its corporate overhead.

     The Company's sales increased by $31,047,887  from 1999 to 2000. This is an
increase of 131%.  The Company's  gross margin was 45% of sales in 1999 compared
to 48% in 2000.  This  increase in gross margin was due to higher sales of video
seminars  in 2000 than  1999.  The  Company's  cost of videos is lower than live
presentations  because the Company does not have to provide  meeting  facilities
and speakers.  During 1999,  the Company sold 1,040 home study units compared to
4,286 in 2000. The Company also had 13,920 seminar attendees in 2000 compared to
8,257 in 1999.

     If the  sales of OIA for the  first  three  months  of  1999,  prior to the
purchase  by the  Company,  are  included  on a pro forma basis the sales of the
company  for the year ended  December  31,  1999  would  have been  $28,320,817.
Therefore  the pro forma sales  increase was  $26,346,660  or 93%. The pro forma
12-month gross margin was 29%.

     The  Company  recorded an increase  in its  depreciation  and  amortization
expense in 2000 of $2,565,580.  The increase was due to the  amortization of the
additional  goodwill recorded on the OIA earn-out.  The Company also recorded an
impairment  of its goodwill in the fourth  quarter of 2000.  The  impairment  of
$71,755,840  was  computed  using  management's  best  estimate  of  the  future
discounted  cash flows from its OIA  subsidiary.  The estimate is based upon the
recent down turn in the stock  market  which may affect the  company's  sales of
internet investment seminars, thereby impaacting the value of OIA.

     General and  administrative (G & A) expenses  increased by $13,556,325 from
1999 to 2000. G &A was 35% of sales in 2000 compared to 23% in 1999. Included in
G&A is payroll expense of $3,895,537,  an increase of $3,095,050 over 1999. This
increase was due to the expansion of the home study and preview payrolls as well
as  increased  compensation  to the office  staff.  Also  included in G&A is the
Company's  marketing  expense.  The  Company  spent  $6,933,753  for  radio  and
television  advertising  in 2000 compared to $2,594,379 in 1999.  Travel expense
increased from $2,645,677 to $4,873,370. On a pro forma basis G & A increased by
$13,253,725 for the year ended December 31, 2000 over 1999.

                                       29
<PAGE>
     The  Company's  sales are  directly  related to the amount of  marketing it
performs.  The Company continues to budget  significant  dollars for advertising
its seminars.  As the Company expands overseas,  its advertising costs increase.
The Company has found that the cost for each foreign attendee is higher than for
each  North  American  attendee.  This is due to  higher  travel  costs as well.
However,  the  market  abroad is large and  management  believes  that the gross
margin is sufficient to justify the  expenditures.

     The Company's income tax for 2000 was $3,101,153 compared to $1,754,690 for
1999. The Company showed a loss from continuing  operations  before income taxes
for 2000 of  $67,446,515  compared  to income of  $4,386,724  in 1999.  However,
because the amortization and impairment of goodwill is not deductible for taxes,
the Company still incurred income taxes.

     The Company recorded a loss from  discontinued  operations of $2,921,969 in
2000  compared  to  income  of  $648,457  in 1999 and  $846,365  in 1998.  These
discontinued  operations  were in the  Philippines  and Hong Kong. The Company's
principle operations are headquartered in the United States. Management believes
that it was in the best interest of the Company to sell these operations so that
it could focus its time and resources on its profitable enterprises.  Also, with
the downturn in the Asian-rim economies and especially in the Philippines,  what
were once profitable  subsidiaries,  no longer provide positive cash flow to the
Company.

     The Company  realized a loss on the  disposal of MAI,  MII,  APT and AIS of
$3,756,700  in 2000  because of the write off of the goodwill it had recorded on
the purchase.  The Company was able to recover and retire  725,000 shares of its
common  stock from the sale of MII and  expects to  recover  and cancel  another
330,000 shares from the sale of MAI in 2001. These share  retirements along with
the cancellation of the repurchased  shares discussed in the liquidity  section,
should have a positive effect on earnings per share in 2001.

DECEMBER 31, 1999 AND 1998
---------------------------

     Changes in Financial Condition (As Restated for Discontinued Operations)
     ------------------------------------------------------------------------

     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  $10,093,565  compared to a balance of
$2,261,618 at December 31,1998. The current liabilities balances were $3,720,657
and $600,013 for the same periods respectively.

     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  $9,283,310,  an
increase  of  $8,765,529 or 1,692%.  This  increase is due  primarily  to the
$5,000,000 in cash generated from the sale of Asia4sale,  the positive cash flow
generated  from the operations of OIA of  approximately  $5,000,000 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 $0 to $65,962,  an increase of $65,962.  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  from $0 at December 31, 1998, to
$744,293 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.

     The balance of current  liabilities  at December 31, 1999 is $3,720,657 and
at December 31, 1998 is $586,000.  The increase of  $3,634,657,  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.  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  $786,064  from  $86,000 at December 31, 1998 to $872,064 at
December 31, 1999.

                                       30
<PAGE>
     Other  assets  increased  $9,080,776  from  $0  at  December  31,  1998  to
$9,080,776  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.  Additionally other assets increased  $6,148,270 for
the net assets of discontinued operations, including MAI, MII and Asia4sale.

     At December 31, 1999,  the Company has no long-term  debt.  The Company has
generated  sufficient  cash  flow  from  operations  to meet  its  current  cash
obligations.

     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  because  they  were
discontinued in 2000.

     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 $23,619,590  compared to $0
for  1998.  Cost of goods  sold for the year was  $13,026,015  or 55% of  sales,
resulting in gross profit of $10,593,575, or 45% of sales.

     Operating expenses primarily include  depreciation and amortization expense
and general and administrative  expenses.  Depreciation and amortization expense
for the year ended December 31, 1999 includes  depreciation  and amortization of
goodwill of $530,815  and deferred  compensation  amortization  of $10,000.  The
Company recorded goodwill for the acquisition of OIA. General and administrative
expenses were  $5,493,459  or 23% of sales for the twelve months ended  December
31, 1999 and $77,045 for 1998  resulting in an increase of  $5,416,414 or 7030%.
The  increase is due to the  operating  expenses of OIA from April 1 to December
31, 1999.

                                       31
<PAGE>
     Recent Accounting Pronoucements
     -------------------------------

     In October 2000, the Company adopted Financial  Accounting  Standards Board
SFAS No. 133,  "Accounting for Derivative  Instruments and Hedging  Activities."
This statement  establishes  accounting and reporting  standards requiring every
derivative  instrument,  including certain  derivative  instruments  embedded in
other  contracts,  be  recorded  in the  balance  sheet  as  either  an asset or
liability measured at its fair value. The statement also requires changes in the
derivative's  fair value to be  recognized  in earnings  unless  specific  hedge
accounting criteria are met. The adoption of SFAS 133 as of January 2001 did not
have a material impact on the consolidated financial statements.

     In December 1999, the Securities and Exchange  Commission  ("SEC") released
Staff  Accounting  Bulletin ("SAB") No. 101,  "Revenue  Recognition in Financial
Statements,"  which  provides  guidance  on the  recognition,  presentation  and
disclosure  of  revenue  in  the  financial   statements  filed  with  the  SEC.
Subsequently,  the SEC released SAB 101B, which delayed the implementation  date
of SAB 101 for  registrants  with fiscal years that begin  between  December 16,
1999 and March 15, 2000.  The Company was required to be in conformity  with the
provisions  of SAB 101, as amended by SAB 101B,  no later than  October 1, 2000.
The Company  believes the  adoption of SAB 101, as amended by SAB 101B,  has not
had a material effect on the financial  position,  results of operations or cash
flows of the Company for the year ended December 31, 2000.

     In March  2000,  the FASB issued  Interpretation  No. 44,  "Accounting  for
Certain  Transactions  Involving Stock  Compensation,  the Interpretation of APB
Opinion No. 25"  (FIN44).  The  Interpretation  is  intended to clarify  certain
problems  that  have  arisen  in  practice  since the  issuance  of APB No.  25,
"Accounting   for  Stock  Issued  to  Employees."  The  effective  date  of  the
Interpretation  was July 1, 2000.  The  provisions of the  Interpretation  apply
prospectively,  but they will also cover certain events occurring after December
14,  1998 and after  January  12,  2000.  The  adoption of FIN 44 did not have a
material  adverse  affect on the current and historical  consolidated  financial
statements.

                                       32
<PAGE>
Item 7A. Disclosure About Market Risk.

     The Company is exposed to the impact of changes in the market values of its
investments.  The  Company  invests in equity  instruments  of  privately  held,
information  technology  companies  for business and strategic  purposes.  These
investments  are included in long-term  assets and are  accounted  for under the
cost method when ownership is less than 20%. For these  non-quoted  investments,
the  Company's  policy is to regularly  review the  assumptions  underlying  the
operating  performance and cash flow forecasts in assessing the carrying values.
The Company  identifies and records  impairment losses on long-lived assets when
events and circumstances  indicate that such assets might be impaired.  To date,
no such  impairment  has  been  recorded.  Such  investments,  which  are in the
Internet industry, are subject to significant  fluctuations in fair market value
due to the  volatility  of the  stock  market,  and are  recorded  as  long-term
investments.

     A downturn in the equity  markets  could cause a reduction in revenue since
the number of subscribers and workshop  attendees tends to increase in an upward
market.  This downturn could have an adverse  effect on the Company's  financial
position  and results of  operations;  however,  the Company  believes  that the
effect of such adverse conditions would be minimized by its alliances with third
parties, which in some cases provide for guaranteed minimum payments.

                                       33
<PAGE>
QUARTERLY FINANCIAL DATA (UNAUDITED)
------------------------------------

     Operating  results  for the  years  ended  December  31,  2000  and 1999 by
quarters are as follows:

<TABLE>
<CAPTION>
                                                           First         Second           Third          Fourth
                                                          Quarter        Quarter         Quarter        Quarter          Total
2000                                                   -------------  -------------  --------------  --------------  --------------
----                                                                (in thousands, except earnings per share)
<S>                                                    <C>            <C>            <C>             <C>             <C>
OPERATING REVENUES - NET ............................. $      13,789  $      14,211  $       13,243  $       13,424  $       54,667
INCOME (LOSS) FROM CONTINUING OPERATIONS .............         1,977         (1,792)         (1,202)        (69,531)        (70,548)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS ...........           -             (320)         (1,312)         (7,670)         (6,678)
NET INCOME ...........................................         1,977         (2,112)            110         (77,201)        (77,226)
BASIC EARNINGS PER SHARE OF STOCK
     Continuing operations ..........................           0.09          (0.06)          (0.04)          (2.36)          (2.37)
     Discontinued operations ........................            -            (0.01)          (0.04)          (0.26)          (0.23)
                                                       -------------  -------------  --------------  --------------  --------------
     Earnings Per Share .............................  $        0.09  $       (0.07) $         0.00  $        (2.62) $        (2.60)
                                                       =============  =============  ==============  ==============  ==============
     Weighted Average Shares Outstanding ............         22,219         32,309          31,625          32,315          29,744
                                                       =============  =============  ==============  ==============  ==============

DILUTED EARMNINGS PER SHARE OF STOCK
     Continuing operations ..........................           0.09          (0.06)          (0.04)          (2.36)          (2.37)
     Discontinued operations ........................            -            (0.01)           0.04           (0.26)          (0.23)
                                                       -------------  -------------  --------------  --------------  --------------
     Earnings Per Share .............................  $        0.09  $       (0.07) $         0.00  $        (2.62) $        (2.60)
                                                       =============  =============  ==============  ==============  ==============
     Weighted Average Shares Outstanding ............         22,269         32,309          31,625          32,315          29,744
                                                       =============  =============  ==============  ==============  ==============

</TABLE>

<TABLE>
<CAPTION>
                                                           First         Second           Third          Fourth
                                                          Quarter        Quarter         Quarter        Quarter          Total
1999                                                   -------------  -------------  --------------  --------------  --------------
----                                                                (in thousands, except earnings per share)
<S>                                                    <C>            <C>            <C>             <C>             <C>
OPERATING REVENUES - NET ............................. $           -  $       8,570  $        6,998  $        8,052  $       23,620
INCOME (LOSS) FROM CONTINUING OPERATIONS .............             -          1,203              35           1,394           2,632
INCOME (LOSS) FROM DISCONTINUED OPERATIONS ...........           (91)           (64)            755           2,641           3,332
NET INCOME ...........................................           (91)         1,139             790           4,126           5,964
BASIC EARNINGS PER SHARE OF STOCK
     Continuing operations ..........................          (0.00)          0.05            0.01            0.06            0.12
     Discontinued operations ........................          (0.00)          0.00            0.03            0.13            0.15
                                                       -------------  -------------  --------------  --------------  --------------
     Earnings Per Share .............................  $       (0.00) $        0.05  $         0.04  $         0.19  $         0.27
                                                       =============  =============  ==============  ==============  ==============
     Weighted Average Shares Outstanding ............         20,930         22,201          22,055          22,205          21,770
                                                       =============  =============  ==============  ==============  ==============
DILUTED EARMNINGS PER SHARE OF STOCK
     Continuing operations ..........................          (0.00)          0.04            0.00            0.06            0.10
     Discontinued operations ........................          (0.00)          0.00            0.03            0.10            0.13
                                                       -------------  -------------  --------------  --------------  --------------
     Earnings Per Share .............................  $       (0.00) $        0.04  $         0.03  $         0.16  $         0.23
                                                       =============  =============  ==============  ==============  ==============
     Weighted Average Shares Outstanding ............         21,030         26,227          27,130          26,231          25,796
                                                       =============  =============  ==============  ==============  ==============

</TABLE>

     Earnings  per share are  computed  independantly  for each of the  quarters
presented.  Therefore, the sum of the quarterly earnings per share may not equal
the total for the year.

                                       34
<PAGE>
Item 8.  Financial Statements and Supplementary Data.

                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2000 and 1999


                                 C O N T E N T S

                                                                          Page
                                                                          ----
Reports of Independent Certified Public Accountants ...................... 36
Consolidated Balance Sheets .............................................. 38
Consolidated Statements of Operations and Comprehensive Income ........... 40
Consolidated Statements of Stockholders' Equity .......................... 42
Consolidated Statements of Cash Flows .................................... 44
Notes to the Consolidated Financial Statements ........................... 46

                                       35
<PAGE>
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Boards of Directors of
ZiaSun Technologies, Inc.


     We have audited the accompanying balance sheet of ZiaSun Technologies, Inc.
and  subsidiaries  (the  "Company")  as of  December  31,  2000 and the  related
statements of operations  and  comprehensive  income,  changes in  stockholders'
deficit and cash flows for the year then ended.  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 audit.

     We conducted our audit in  accordance  with  auditing  standards  generally
accepted in the United States of America.  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 ZiaSun  Technologies,  Inc.
and  subsidiaries  as of December 31, 2000 and the results of its operations and
its cash flows for the year then ended in conformity with accounting  principles
generally accepted in the United States of America.

/s/ BDO SEIDMAN, LLP
-----------------------
BDO Seidman, LLP

Los Angeles, California
March 9, 2001, except for
Notes 3 and 10, which are as of
April 13 , 2001

                                       36
<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 and comprehensive  income,  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

                                       37
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>

                                                              December 31,
                                                           2000           1999
                                                       ------------   ------------
<S>                                                    <C>            <C>
CURRENT ASSETS

   Cash and cash equivalents                           $  3,851,897   $  9,283,310
   Trade receivables                                        954,848        744,293
   Prepaid expenses                                         265,618         65,962
                                                       ------------   ------------

     Total Current Assets                                 5,072,363     10,093,565
                                                       ------------   ------------
EQUIPMENT

   Machinery and equipment                                  288,905        174,947
   Office equipment                                         169,663        125,371
   Leasehold improvements                                    76,681         57,857
                                                       ------------   ------------
                                                            535,249        358,175
   Less: accumulated depreciation                          (171,585)       (75,632)
                                                       ------------   ------------

     Equipment, Net                                         363,664        282,543
                                                       ------------   ------------
OTHER ASSETS

   Equity investment (Note 3)                             6,055,000              -
   Net assets of discontinued operations (Note 10)          403,915      6,148,270
   Goodwill - net of accumulated amortization of
       $3,849,826 and $223,535 (Note 2, 11 and 15)       35,802,447      2,756,932
   Receivables - related parties (Note 6)                         -         68,236
   Other assets                                              16,048        107,338
                                                       ------------   ------------
     Total Other Assets                                  42,277,410      9,080,776
                                                       ------------   ------------
     TOTAL ASSETS                                      $ 47,713,437   $ 19,456,884
                                                       ============   ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       38
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                     Consolidated Balance Sheets (Continued)


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

                                                              December 31,
                                                           2000           1999
                                                       ------------   ------------
<S>                                                    <C>            <C>
CURRENT LIABILITIES

   Accounts payable and accrued expenses               $  1,855,544   $    872,064
   Related party payable (Note 6)                                 -        690,000
   Income tax payable (Note 5)                               26,958      1,947,264
   Sales tax payable                                      3,004,914        136,499
   GST payable                                              112,841         74,830
                                                       ------------   ------------

     Total Current Liabilities                            5,000,257      3,720,657
                                                       ------------   ------------

     Total Liabilities                                    5,000,257      3,720,657
                                                       ------------   ------------

COMMITMENTS AND CONTINGENCIES (Note 3 and 4)

   Shares subject to rescission (Note 14)                   613,830              -

STOCKHOLDERS' EQUITY (Note 1, 12 and 13)

 Common stock: 250,000,000 shares authorized of $0.001
  par value, 32,675,330 shares issued and 32,314,630
  outstanding at December 31, 2000, 22,205,018 shares
  issued and 22,141,818 outstanding, at
  December 31, 1999                                          32,675         22,205
 Additional paid-in capital                             116,909,372     12,504,547
  Treasury stock, 360,700 and 63,200 shares,
   respectively                                            (799,538)       (34,030)
   Other comprehensive income                                     -         54,230
   Deferred compensation                                    (36,097)       (30,000)
   Retained earnings / (Accumulated Deficit)            (74,007,062)     3,219,275
                                                       ------------   ------------

     Total Stockholders' Equity                          42,099,350     15,736,227
                                                       ------------   ------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $ 47,713,437   $ 19,456,884
                                                       ============   ============

</TABLE>

          See accompanying notes to consolidated financial statements.

                                       39
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
         Consolidated Statements of Operations and Comprehensive Income

<TABLE>
<CAPTION>
                                                                  For the Years Ended
                                                                      December 31,
                                                       ------------   ------------   ------------
                                                            2000          1999          1998
                                                       ------------   ------------   ------------
<S>                                                    <C>            <C>            <C>
SALES, NET                                             $ 54,667,477   $ 23,619,590   $          -

COST OF GOODS SOLD                                       28,275,184     13,026,015              -
                                                       ------------   ------------   ------------
   Gross Margin                                          26,392,293     10,593,575              -
                                                       ------------   ------------   ------------
OPERATING EXPENSES

   General and administrative                            19,049,784      5,493,459         77,045
   Depreciation and amortization expense                  3,106,395        540,815              -
   Goodwill impairment (Note 2 and 15)                   71,755,840              -              -
   Bad debt expense                                          93,526              -              -
   Consulting fees - related party (Note 6)                       -        190,060              -
                                                       ------------   ------------   ------------
   Total Operating Expenses                              94,005,545      6,224,334         77,045
                                                       ------------   ------------   ------------

     Income (Loss) from Operations                      (67,613,252)     4,369,241        (77,045)
                                                       ------------   ------------   ------------

OTHER INCOME (EXPENSE)

   Loss on equity investments (Note 3)                     (200,000)             -              -
   Interest expense                                          (4,393)       (21,247)             -
   Interest and dividend income                             355,707         53,868              -
   Other income (expense)                                    15,423        (15,138)             -
                                                       ------------   ------------   ------------

     Total Other Income (Expense)                           166,737         17,483              -
                                                       ------------   ------------   ------------

INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES                          (67,446,515)     4,386,724        (77,045)

INCOME TAXES (Note 5)                                    (3,101,153)    (1,754,690)             -
                                                       ------------   ------------   ------------

NET INCOME (LOSS) FROM CONTINUING
 OPERATIONS                                             (70,547,668)     2,632,034        (77,045)
                                                       ------------   ------------   ------------

DISCONTINUED OPERATIONS

   Income (Loss) from Discontinued Operations            (2,921,969)       648,457        846,365
   Gain (Loss) on Disposal of Discontinued
    Operations, net of income tax provision of
    $ -0-, $2,029,420 and $ -0-, respectively            (3,756,700)     2,683,748              -
                                                       ------------   ------------   ------------

NET INCOME (LOSS)                                      $(77,226,337)  $  5,964,239   $    769,320
                                                       ============   ============   ============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       40
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
   Consolidated Statements of Operations and Comprehensive Income (continued)

<TABLE>
<CAPTION>
                                                                  For the Years Ended
                                                                      December 31,
                                                       ------------   ------------   ------------
                                                            2000          1999          1998
                                                       ------------   ------------   ------------
<S>                                                    <C>            <C>            <C>
INCOME (LOSS) PER COMMON SHARE (Note 9)

BASIC WEIGHTED AVERAGE COMMON SHARES                     29,744,300     21,769,583     17,022,767

NET INCOME (LOSS) PER SHARE COMMON SHARE

   Continuing Operations                               $      (2.37)  $       0.12   $          -
   Discontinued Operations                                    (0.23)          0.15           0.05
                                                       ------------   ------------   ------------

BASIC NET INCOME (LOSS) PER COMMON SHARE               $      (2.60)  $       0.27   $       0.05
                                                       ============   ============   ============

DILUTED WEIGHTED AVERAGE COMMON SHARES                   29,744,300     25,796,000     17,022,767

DILUTED NET INCOME (LOSS) PER COMMON
 SHARE

   Continuing Operations                               $      (2.37)  $       0.10   $          -
   Discontinued Operations                                    (0.23)          0.13           0.05
                                                       ------------   ------------   ------------

DILUTED NET INCOME (LOSS) PER COMMON SHARE             $      (2.60)  $       0.23   $       0.05
                                                       ============   ============   ============

COMPREHENSIVE INCOME AND ITS COMPONENTS CONSIST OF THE FOLLOWING:

   Net income (loss)                                   $(77,226,337)  $  5,964,239   $    769,320

   Foreign currency translation adjustment                  (54,230)        15,436         (2,967)
                                                       ------------   ------------   ------------

NET COMPREHENSIVE INCOME (LOSS)                        $(77,280,567)  $  5,979,675   $    766,353
                                                       ============   ============   ============
</TABLE>

        See accompanying notes to the consolidated financial statements.

                                       41
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Consolidated Statements of Stockholders' Equity

<TABLE>
<CAPTION>


                                                                               Other                   Retained
                             Common Stock          Additional                Compre-      Deferred      Earnings
                      --------------------------    Paid-in      Treasury    hensive      Compen-     (Accumulated
                         Shares       Amount        Capital       Stock      Income       sation        Deficit)        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
(Note 1)

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
(Note 1)

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

Exercise of stock
option at $2.00
per share (Note 8)         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 (Note 12)            -              -       407,428      35,970           -             -              -        443,398

Adjustment for forward
stock split                    18              -             -           -           -             -              -              -
(Note 1)

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>

          See accompanying notes to consolidated financial statements.

                                       42
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
           Consolidated Statements of Stockholders' Equity (Continued)

<TABLE>
<CAPTION>


                                                                               Other                   Retained
                             Common Stock          Additional                Compre-      Deferred      Earnings
                      --------------------------    Paid-in      Treasury    hensive      Compen-     (Accumulated
                         Shares       Amount        Capital       Stock      Income       sation        Deficit)        Total
                      -----------   ------------  ------------  ----------  ----------  ------------  ------------  --------------
<S>                   <C>           <C>           <C>           <C>         <C>         <C>           <C>           <C>
Balance
December 31, 1999      22,205,018   $     22,205  $ 12,504,547  $  (34,030) $   54,230  $    (30,000) $  3,219,275  $   15,736,227

Exercise of stock
options (Note 8)           50,000             50        99,950           -           -             -             -         100,000

Earn-out agreement
of Online Investors,
Advantage, Inc.
(Note 1)                9,820,152          9,820   100,567,674           -           -             -             -     100,577,494

Common stock issued
for services              201,660            201       843,120           -           -             -             -         843,321

Sale of Momentum
Internet, Inc.
Subsidiary (Note 10)     (725,000)          (725)            -           -           -             -             -            (725)

Discontinuance of
foreign
Subsidiaries (Note 10)          -              -             -           -     (54,230)            -             -         (54,230)

Amortization of
deferred compensation           -              -             -           -           -        43,752             -          43,752

Deferred compensation
(Note 8)                        -              -        49,849           -           -       (49,849)            -               -

Common stock issued
for related party
debt (Note 6)             103,500            104       689,896           -           -             -             -         690,000

Acquisition of
subsidiaries (Note 1)   1,020,000          1,020     2,074,350           -           -             -             -       2,075,370

Warrant grant
(Note 13)                       -              -        70,935           -           -             -             -          70,935

Options granted for
services (Note 8)               -              -         9,051           -           -             -             -           9,051

Repurchase of common
stock by the Company            -              -             -    (765,508)          -             -             -        (765,508)

Loss for the
year ended
December 31, 2000               -              -             -           -           -             -   (77,226,337)    (77,226,337)
                      -----------   ------------  ------------  ----------  ----------  ------------  ------------  --------------
Balance
December 31, 2000      32,675,330   $     32,675  $116,909,372  $ (799,538) $        -  $    (36,097) $(74,007,062) $   42,099,350
                      ===========   ============  ============  ==========  ==========  ============  ============  ==============
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       43
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                  For the Years Ended
                                                                      December 31,
                                                       ------------   ------------   ------------
                                                            2000          1999          1998
                                                       ------------   ------------   ------------
<S>                                                    <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net income (loss) from continuing operations        $(70,547,668)  $  2,632,034   $    (77,045)
   Adjustments to reconcile income (loss) to net
    cash provided by (used in) operating activities:
     Common stock for services                              843,321              -              -
     Cancellation of common stock                              (725)             -              -
     Depreciation and amortization                        3,140,147        283,458              -
     Goodwill impairment                                 71,755,840              -              -
     Loss on equity investment                              200,000              -              -
     Loss and disposal of assets                              9,335              -              -
     Stock warrant granted for services                      70,935              -              -
     Stock options granted for services                       9,051              -              -
   Changes in operating assets and liabilities:
     Increase in trade receivables                         (210,555)      (404,536)             -
     Increase in prepaids                                  (199,656)       (65,962)             -
     (Increase) in related party, receivables                68,236        (68,236)             -
     Decrease in other assets                                91,290         38,612              -
     Increase in accounts payable and
      accrued expenses                                      983,480        586,113              -
     Increase (decrease) in income taxes payable         (1,920,306)     1,947,264              -
     Increase in goods and services
      tax payable                                            38,011         74,830              -
     Increase in sales tax payable                        2,868,415        136,499              -
                                                       ------------   ------------   ------------

       Net Cash Provided by Continuing
        Operating Activities                              7,199,151      5,160,076        (77,045)

       Net Cash Provided by (Used in)
        Discontinued Operations                             929,186     (1,940,256)       521,797
                                                       ------------   ------------   ------------

       Net Cash Provided by Operating Activities          8,128,337      3,219,820        444,752
                                                       ------------   ------------   ------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of equity investment                         (6,255,000)             -              -
   Purchase of discontinued subsidiary                     (300,000)             -              -
   Sale of subsidiary                                             -      5,000,000              -
   Earn-out payment to former shareholders of
    subsidiary (Note 7)                                  (6,000,000)             -              -
   Purchases of property and equipment                     (196,512)      (237,689)             -
   Acquisition of subsidiary                                      -       (400,000)             -
   Investing activities of discontinued operations          (53,502)             -              -
                                                       ------------   ------------   ------------

       Net Cash Provided by
        (Used in) Investing Activities                  (12,805,014)     4,362,311              -
                                                       ------------   ------------   ------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Financing activities of discontinued operations          (89,228)             -              -
   Purchase of treasury stock                              (765,508)             -              -
   Sale of the Company's common stock by a subsidiary             -        443,398              -
   Proceeds from borrowings - related parties                     -        690,000              -
   Proceeds from exercise of stock options                  100,000         50,000              -
                                                       ------------   ------------   ------------

       Net Cash Provided by
        (Used in) Financing Activities                 $   (754,736)  $  1,183,398   $          -
                                                       ------------   ------------   ------------

</TABLE>

          See accompanying notes to consolidated financial statements.

                                       44
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Continued)


<TABLE>
<CAPTION>
                                                                  For the Years Ended
                                                                      December 31,
                                                       ------------   ------------   ------------
                                                            2000          1999          1998
                                                       ------------   ------------   ------------
<S>                                                    <C>            <C>            <C>
NET INCREASE (DECREASE) IN CASH                        $ (5,431,413)  $  8,765,529   $    444,752

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR            9,283,310        517,781         73,029
                                                       ------------   ------------   ------------

CASH AND CASH EQUIVALENTS AT END OF YEAR               $  3,851,897   $  9,283,310   $    517,781
                                                       ============   ============   ============


SUPPLEMENTAL CASH FLOW INFORMATION:

Cash Paid For:

   Interest                                            $      4,392   $     22,299   $          -
   Income taxes                                        $  4,992,587   $  1,514,000   $          -

Schedule of Non-Cash Financing Activities:

   Purchase of subsidiaries for common stock           $102,652,864   $  3,125,000   $  5,534,156
   Conversion of note receivable to treasury stock     $          -   $         -    $     70,000
   Conversion of note payable related party to
    Common stock                                       $    690,000   $         -    $          -
   Issuance of stock subject to rescission             $    614,200   $         -    $          -

</TABLE>

          See accompanying notes to consolidated financial statements.

                                       45
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

     The financial statements  presented are those of ZiaSun Technologies,  Inc.
     (the  "Company").  The Company was  incorporated  in the State of Nevada on
     March 19, 1996. The Company is a holding company originally in the business
     of acquiring companies and operations with business models developed around
     the  Internet.  The  Company is  currently  in the  business  of  providing
     investment seminars. 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.

     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.  BBI  was
     dissolved in 2001.

     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.

     Momentum  Internet,  Inc.  (MII),  a former  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.

     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.

     Online  Investors  Advantage,  Inc. (OIA), a wholly owned  subsidiary,  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.

                                       46
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

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 OIA. 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  1,150,000
     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. Under the terms of the acquisition
     agreement,  the former  shareholders  of OIA,  were to be issued  5,000,000
     (post-split  adjusted)  shares,  to be adjusted  upwards or  downwards on a
     one-share  basis for each $0.50 of actual  earnings of OIA greater  than or
     less than  $2,500,000,  for the period from April 1, 1999 through March 31,
     2000  (the  "Earn-out").  Pursuant  to  an  amendment  to  the  acquisition
     agreement,  the former OIA shareholders agreed to accept $6,000,000 in cash
     and  9,820,152  shares of the  Company's  common stock in  satisfaction  of
     21,820,152  shares of common stock that would have been issued  pursuant to
     the original Earn-out terms. The acquisition was completed on April 7, 1999
     and was accounted for as a purchase.

     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 also  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 shares of restricted  common stock and paid $15,000
     cash to the  majority  holder of the capital  stock of  Asia4sale,  thereby
     making Asia4sale a majority 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  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.  No  additional
     shares were  granted.  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  failed to reach  profitability  from its operations by September
     30, 2000. The option went unexercised. The acquisition was completed on May
     12, 1999. The acquisition of Asia4sale was accounted for as a purchase.

                                       47
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)

     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 the value was
     determined to be de minimis.  The Company  realized a gain of $4,713,163 on
     the sale. Based on subsequent financing  transactions of IVL, the Company's
     holdings in IVL became 5,400,000 shares of Asia4Sale.com  restricted common
     stock.  These  holdings are being recorded as an equity  investment  with a
     zero carrying value as of December 31, 2000.

     In May 2000, the Company entered into an Acquisition Agreement, under which
     the  Company  acquired  all of  the  outstanding  stock  of  Asia  Prepress
     Technology,  Inc. (APT) and Asia Internet Services,  Inc. (AIS) for 250,000
     shares of  restricted  common  stock and paid  $300,000  cash to the former
     shareholders,  thereby making APT and AIS wholly-owned  subsidiaries of the
     Company.  APT and AIS are in the business of providing  data entry services
     to publishers and are incorporated in the state of Maryland.

     In September  and October  2000,  the Company  acquired  Seminar  Marketing
     Group, Inc. (SMG) and Memory  Improvement  Systems,  Inc. (MIS) for 770,000
     shares of restricted common stock,  thereby making SMG and MIS wholly-owned
     subsidiaries of the Company.  Both companies are  incorporated in the state
     of Utah.  SMG,  through its broad base of  employees,  provides  marketing,
     seminar  development,  hosting and  speaking  services to OIA. MIS develops
     preview  seminar  sales  presentations,  provides  key  personnel to be the
     preview sales presenters and recruits and trains additional preview seminar
     sales presenters for OIA.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a. Accounting Method

     The Company's financial statements are prepared using accounting principles
     generally accepted in the United States of America. 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:

<TABLE>
<CAPTION>

                                                               December 31,
                                                           2000           1999
                                                       ------------   ------------
          <S>                                          <C>            <C>
          Demand deposits:
             U.S.                                      $  2,355,686   $  3,479,299
             Foreign                                        384,678              -
                                                       ------------   ------------
                                                          2,740,364      3,479,299
                                                       ------------   ------------
          Money market funds:
             U.S.                                         1,111,533      5,804,011
                                                       ------------   ------------

                                                       $  3,851,897   $  9,283,310
                                                       ============   ============

</TABLE>

                                       48
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     c. Trade Receivables

     Accounts  receivable  represents credit card payments made by customers who
     have attended OIA's investment seminars. No allowance for doubtful accounts
     is provided as accounts receivable are collected from credit card companies
     shortly after the completion of OIA's seminars.

     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
     financials  statements  and the  reported  amounts of revenues and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     e. 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  has  experienced  recently,  or  is
     experiencing currently, economic and 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.  As of
     December  31,  2000 the  Company had  adopted,  and the Board of  Directors
     approved a plan to discontinue all of these operations. See Note 10.

     f. 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

                                       49
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     g. Income and Loss per Share

     In 1997,  the  Financial  Accounting  Standards  Board issued SFAS No. 128,
     "Earnings Per Share" effective for financial  statements issued for periods
     ending  after  December  15,  1997,  including  interim  periods.  SFAS 128
     requires dual  presentation of basic and diluted earnings per share ("EPS")
     on the face of the income  statement.  It also requires a reconciliation of
     the numerator and denominator of the basic EPS computation to the numerator
     and denominator of the diluted EPS  computation.  (See Note 9) Basic income
     and loss per  common  share is  computed  by  dividing  net  income or loss
     available to common  shareholders by the weighted  average number of common
     shares  outstanding  during each period presented.  Diluted EPS is based on
     the  weighted  average  number  of  common  shares  outstanding  as well as
     dilutive  potential  common  shares,  which in our case  consist  of shares
     issuable under stock benefit plans,  shares issuable  pursuant to warrants,
     shares issuable on convertible  debt and contingent  shares relating to the
     purchaseof its OIA subsidiary.  Potential common shares are not included in
     the diluted loss per share computation for the year ended December 31, 2000
     as they would be anti-dilutive.

     h. Foreign Currency Translation

     The value of the U.S. dollar rises and falls day-to-day on foreign currency
     exchanges.  Since the Company does  business in certain  foreign  countries
     (principally  the  Philippines),  these  fluctuations  affect the Company's
     financial  position and results of operations.  In accordance with SFAS No.
     52, "Foreign Currency Translation," all foreign assets and liabilities have
     been translated in the preparation of the consolidated financial statements
     at the exchange rates prevailing at the respective balance sheet dates, and
     all income  statement items have been translated using the weighted average
     exchange  rates  during  the  respective  periods.  The  net  gain  or loss
     resulting from translation upon  consolidation of the financial  statements
     is reported as a component of comprehensive  income of each period with the
     accumulated  foreign  currency  gain or loss reported as a component of the
     equity category for comprehensive  income. Some translations of the Company
     and its foreign  subsidiaries  are made in currencies  different from their
     own.  Translation  gains and  losses  from  these  transactions  in foreign
     currencies are included in income as they occur.

     In accordance  with SFAS No. 95,  "Statement of Cash Flows," the cash flows
     of the  Company's  foreign  subsidiary  is  translated  using the  weighted
     average exchange rates during the respective  period. As a result,  amounts
     in the statement of cash flows related to changes in assets and liabilities
     will not necessarily agree with the changes in the  corresponding  balances
     on the balance sheet which were  translated at the exchange rate at the end
     of the period. The effect of exchange rate changes on foreign cash and cash
     equivalents  is reported  as a separate  element of the  statement  of cash
     flows, if significant.

                                       50
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     i. Fair Value of Financial Instruments

     As  of  December  31,  2000  and  1999,  the  fair  value  of  cash,  trade
     receivables,  notes payable and accounts payable,  including amounts due to
     and from  related  parties,  approximate  carrying  values  because  of the
     short-term maturity of these instruments.

     j. Advertising

     Advertising  costs are  expensed  as  incurred.  During  the  years  ending
     December 31, 2000, 1999 and 1998, the Company incurred advertising costs of
     $6,933,753, $2,594,379 and $-0-, respectively.

     k. Principles of Consolidation

     The  consolidated   financial   statements  include  the  Company  and  its
     wholly-owned subsidiaries. In addition, the Company accounts for certain of
     its   investments  on  the  equity  method   accounting.   All  significant
     intercompany accounts and transactions have been eliminated.

     l. Impairment of Long-Lived Assets

     The  Company  periodically  assesses  the  recoverability  of the  carrying
     amounts  of  long-lived  assets,  including  intangible  assets.  A loss is
     recognized when expected  undiscounted  future cash flows are less than the
     carrying  amount of the asset.  The  impairment  loss is the  difference by
     which the carrying amount of the asset exceeds its fair value.  The Company
     did not record any losses due to impairment of long-lived assets during the
     years ended December 31, 1999, and 1998. The Company recorded an impairment
     of goodwill in the year ended December 31, 2000. See Note 15.

     m. Treasury Stock

     The Company  accounts for its  investment in treasury  stock using the cost
     method.

     n. Reclassification

     Certain  reclassifications  have  been  made to the  prior  year  financial
     statements to conform with the 2000 presentation.

     o. Revenue Recognition Policy

     The Company generates  revenues from the sale of investment  seminars,  the
     sale of home study  courses  and  through  subscriptions  to the  Company's
     website.   The  Company  recognizes  revenue  as  investment  seminars  are
     completed.  Revenue is accrued for partially  completed  seminars as of the
     Company's year end. The Company  recognizes revenue on product sales as the
     materials  are shipped.  Revenue  relating to online  subscriptions  to the
     Company's website are deferred and recognized ratably over the subscription
     period.  Prior  investment  seminar  attendees  are  allowed  to  attend  a
     refresher  workshop at no charge,  or to extend their  subscription  to the
     Company's  website for six months at no charge if they refer another person
     to an OIA workshop. To date, the incremental costs for such incentives have
     not been significant.


                                       51
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTANT POLICIES (Continued)

     p. Goodwill

     The Company has recorded  goodwill on the  purchases of MAI, MII, OIA, AIS,
     APP and Asia4Sale for the excess of the purchase  price over the fair value
     of the assets acquired and the liabilities  assumed.  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. See Note 15.

          Total goodwill                               $114,533,800
          Goodwill impairment                           (71,755,840)
          Disposal of subsidiaries                       (3,125,687)
          Accumulated amortization                       (3,849,826)
                                                       ------------

          Net goodwill at December 31, 2000            $ 35,802,447
                                                       ============

     q. Stock-Based Compensation

     Statement  of  Financial  Accounting  Standards  No. 123,  "Accounting  for
     Stock-Based  Compensation" ("SFAS 123"), establishes a fair value method of
     accounting for stock-based compensation plans and for transactions in which
     a company  acquires  goods or services from  non-employees  in exchange for
     equity  instruments.  SFAS  123  also  gives  the  option  to  account  for
     stock-based  compensation in accordance with  Accounting  Principles  Board
     Opinion No. 25 ("APB 25"),  "Accounting  for Stock issued to Employees," or
     SFAS 123.  The Company has chosen to account for  stock-based  compensation
     for employees utilizing the intrinsic value method prescribed in APB 25 and
     not the method established by SFAS 123. Accordingly,  compensation cost for
     stock  options is measured as the excess,  if any, of the fair market price
     of the Company's stock at the measurement  date over the amount an employee
     must pay to acquire stock.

     Under SFAS 123, the Company  presents in a footnote the effect of measuring
     the cost of stock-based  employee  compensation  at the grant date based on
     the fair  value of the award  and  recognizes  this  cost over the  service
     period.  The value of the stock-based  award is determined  using a pricing
     model  whereby  compensation  cost is the  excess of the fair  value of the
     option as determined by the model at grant date or other measurement date.

     r. Income Taxes

     The Company uses the asset and liability  method of  accounting  for income
     taxes.  Deferred  income  taxes  are  recognized  based on the  differences
     between financial  statement and income tax bases of assets and liabilities
     using enacted tax rates in effect for the year in which the differences are
     expected to reverse. Valuation allowances are established,  when necessary,
     to reduce  deferred tax assets to the amount  expected to be realized.  The
     provision  for income taxes  represents  the tax payable or benefit for the
     period  and  the  change  during  the  year  in  deferred  tax  assets  and
     liabilities.

     s. Investment Transactions and Investment Income

     Investment  transactions  are recorded on the  transaction  date.  Interest
     income is  recognized  on an accrual  basis.  Realized  gains and losses on
     investment  transactions  are computed  based on the purchase  price of the
     security on a specific-identification  basis and the proceeds realized from
     the sale.

                                       52
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


     t. Investments

     Investments,  include  investment  in  U.S.  equities,  where  there  is no
     recognized  established securities market in which there exists independent
     bona fide offers to buy and sell so that a price reasonably  related to the
     last sales price or current bona fide  competitive bid and offer quotations
     can be determined  for a particular  security  almost  instantaneously  and
     where payment will be received in settlement of a sale at such price within
     a relatively short time conforming to trade custom.

     Investments are valued at estimated fair value as determined by management.
     Determination  of fair  value of  securities  not  readily  marketable  may
     involve  subjective  judgement  since the amount which may be realized in a
     sales transaction can only be determined by negotiation  between parties to
     such a  transaction.  The amounts  realized  from future  transactions  may
     differ  materially  from the market  values  reflected in the  statement of
     financial  condition.  The  Company did not record any  impairment  of fair
     value on investment  holdings for the years ended December 31, 2000,  1999,
     and 1998.

     The Company may receive warrants in portfolio companies in conjunction with
     investment  transactions.  Generally,  such  warrants are  exercisable  for
     shares of  investment  securities  that cannot be publicly  offered or sold
     unless  registration  has been effected under the Securities Act of 1933 or
     cannot be sold because of other arrangements,  restrictions,  or conditions
     applicable to the investment securities.  These non-marketable warrants are
     valued using the Black-Scholes Option Pricing Model discounted for minority
     interest and restrictions.

     u. Start-up Costs

     Statement of Opinion 98-5, "Reporting on the Costs of Start-up Activities,"
     is effective  for financial  statements  for fiscal years  beginning  after
     December 31, 1998.  The SOP provides  guidance and examples of the types of
     expenses associated with one-time (start-up) activities with under this SOP
     must be expensed as incurred. The adoption of SOP 98-5 had no effect on our
     financial position or results of operations.

     v. Cost of Acquisition Opportunities

     Internal  costs  associated  with a business  combination  are  expensed as
     incurred.  Direct and incremental costs relating to successful negotiations
     where the Company is the acquiring  company are  capitalized as part of the
     cost of the acquisition.  Costs associated with  unsuccessful  negotiations
     are expensed when it is probable that the acquisition will not occur.

     w. New Accounting Pronouncements

     In October 2000, the Company adopted Financial  Accounting  Standards Board
     SFAS  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
     Activities." This statement establishes  accounting and reporting standards
     requiring  every  derivative   instrument,   including  certain  derivative
     instruments  embedded in other contracts,  be recorded in the balance sheet
     as either an asset or liability  measured at its fair value.  The statement
     also requires  changes in the  derivative's  fair value to be recognized in
     earnings unless specific hedge accounting criteria are met. The adoption of
     SFAS  133 as of  January  2001  did  not  have  a  material  impact  on the
     consolidated financial statements.

     In December 1999, the Securities and Exchange  Commission  ("SEC") released
     Staff  Accounting  Bulletin  ("SAB")  No.  101,  "Revenue   Recognition  in
     Financial   Statements,"   which  provides  guidance  on  the  recognition,
     presentation  and disclosure of revenue in the financial  statements  filed
     with the SEC.  Subsequently,  the SEC released SAB 101B,  which delayed the
     implementation date of SAB 101 for registrants with fiscal years that begin
     between  December 16, 1999 and March 15, 2000.  The Company was required to
     be in conformity with the provisions of SAB 101, as amended by SAB 101B, no
     later than October 1, 2000.  The Company  believes the adoption of SAB 101,
     as amended  by SAB 101B,  has not had a  material  effect on the  financial
     position,  results of  operations or cash flows of the Company for the year
     ended December 31, 2000.

     In March  2000,  the FASB issued  Interpretation  No. 44,  "Accounting  for
     Certain  Transactions  Involving Stock Compensation,  the Interpretation of
     APB  Opinion No. 25"  (FIN44).  The  Interpretation  is intended to clarify
     certain problems that have arisen in practice since the issuance of APB No.
     25,  "Accounting  for Stock Issued to Employees." The effective date of the
     Interpretation was July 1, 2000. The provisions of the Interpretation apply
     prospectively,  but they will also cover  certain  events  occurring  after
     December 14, 1998 and after  January 12,  2000.  The adoption of FIN 44 did
     not  have  a  material   adverse  affect  on  the  current  and  historical
     consolidated financial statements.

                                       53
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     In July,  2000, the Company  adopted  Emerging  Issues Task Force No. 00-2,
     "Accounting for Web Site  Development  Costs"  (EITF 00-2).  The Task Force
     issue  outlined  the  capitalization  and  expense  requirements  of  costs
     incurred to development  internet web sites.  The adoption of EITF 00-2 did
     not have a material impact on the consolidated financial statements.

NOTE 3 - EQUITY INVESTMENT

     In July 2000,  the Company  entered into a venture fund  agreement with the
     McKenna Group,  a third party entity.  The name of the newly formed fund is
     McKenna-ZiaSun  ("MKZ"  or the  "Fund").  MKZ was  organized  as a  limited
     liability company, formed in the state of Delaware. The purpose of the Fund
     is to invest in emerging,  early-stage technology companies, either through
     the McKenna Venture Accelerator ("MVA"), a limited liability company formed
     in July 2000 or through other means as determined by the  Investment  Board
     of MKZ.  Under the original MKZ  agreement,  the Company agreed to fund MKZ
     with $15,000,000. However, in April 2001, the Company and the McKenna Group
     agreed to limit  ZiaSun's  commitment to MKZ to  $9,150,000,  $7,500,000 of
     which had been  contributed to MKZ during the year ended December 31, 2000.
     As of December 31, 2000, the Company has an  outstanding  commitment to MKZ
     in the amount of  $1,650,000.  Under the amended  terms,  the Company shall
     receive 60% of the  distributed  profits of MKZ, and the McKenna Group will
     receive  40%.  The  accounts  of MKZ have been  consolidated  with those of
     Ziasun  and its  subsidiaries  as ZiaSun  owns  100% of MKZ's  equity as of
     December 31, 2000 and controls the investment making decisions of the Fund.
     The Company issued 100,000 shares of restricted  common stock to an advisor
     who  assisted in  consummating  the  venture  fund  agreement.  The Company
     recorded  expense of  $433,000,  equal to the  estimated  fair value of the
     stock on the date of grant.  Condensed financial  information of MKZ, which
     is included in the consolidated  financial statements of the Company, is as
     follows:

                                                       December 31,
                                                           2000
                                                       -----------
     Cash                                              $    650,000
     Investments in MVA                                   5,400,000
     Investments                                            455,000
     Investments due from McKenna Group, LLC                200,000
                                                       ------------

     Total assets                                      $  6,705,000
                                                       ============

     Accounts payable                                  $    500,491

     Total liabilities                                      500,491
                                                       ------------

     Contributed capital                                  7,500,000
     Accumulated deficit                                 (1,295,491)
                                                       ------------

     Total capital                                        6,204,509
                                                       ------------

     Total liabilities and capital                     $  6,705,000
                                                       ============

     Revenue                                           $          -
     Share of loss in MVA                                  (200,000)
     General and administrative expenses                 (1,095,491)
     (included in the consolidated general and         ------------
     administrative expenses of the Company)

     Net loss                                          $ (1,295,491)
                                                       ============

     The main  purpose of MVA is to acquire  securities  of  start-up  and early
     stage companies with a principal focus of its investment portfolio to be in
     the areas of broadband telecoms and infrastructure,  horizontal  e-business
     platforms,  and mobile infrastructure and e-commerce.  MVA began operations
     in September  2000. The total initial  funding of MVA shall be $20,000,000.
     Under the initial MKZ venture  fund  agreement,  MKZ  committed to fund MVA
     with a minimum of  $5,000,000  and up to  $10,000,000.  As of December  31,
     2000,  MKZ has  contributed  $5,600,000 in cash.  MKZ currently  intends to
     contribute an additional  $2,400,000 into MVA. As of December 31, 2000, MKZ
     had a 43.2% interest in MVA. The Company accounts for its investment in MVA
     using the equity  method of  accounting.  MKZ does not intend to contribute
     any additional amounts to MVA. Condensed financial information of MVA is as
     follows:

                                       54
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 3 - EQUITY INVESTMENT (Continued)
                                                       December 31,
                                                          2000
                                                       ------------
     Cash                                              $ 10,761,241
     Certificate of deposit                                 500,000
     Employee advances                                       15,000
                                                       ------------

     Total Current Assets                                11,276,241
                                                       ------------

     Property and Equipment, Net                             13,833
                                                       ------------

     Portfolio investments                                1,500,000
     Deposits                                               188,752
                                                       ------------

     Total Other Assets                                   1,688,752
                                                       ------------

     Total Assets                                      $ 12,978,826
                                                       ============

     Accounts payable                                  $    136,217
     Notes payable                                          500,000
                                                       ------------

     Total Current Liabilities                              636,217
                                                       ------------

     Total Liabilities                                      636,217
                                                       ------------

     Contributed capital                                 18,500,000
     Shares subscription receivable                      (5,709,506)
     Accumulated deficit                                   (447,885)
                                                       ------------

     Total Capital                                       12,342,609
                                                       ------------

     Total Liabilities and Capital                     $ 12,978,826
                                                       ============

     Interest income                                   $    176,776
     Other income                                            10,400
                                                       ------------

     Total Revenues                                         187,176
                                                       ------------

     Operating expenses                                     635,061
                                                       ------------

     Net Loss                                          $   (447,885)
                                                       ============

     The loss attributable to MKZ for the year ended December 31, 2000,
     is approximately $200,000.

                                       55
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 4 - COMMITMENTS AND CONTINGENCIES

     Leases

     The Company's continuing operations lease space at four facilities,  one in
     California and three in Utah. The Company's  discontinued  operations lease
     space  at  two  facilities  in  the   Philippines,   including  a  20  year
     non-cancellable lease. Rent expense for continuing operations for the years
     ended  December 31,  2000,1999  and 1998 was  $289,032,  $213,043 and $-0-,
     respectively.

     Future minimum lease commitments are as follows:
<TABLE>
<CAPTION>

                                                        Continuing    Discontinued
                                                       ------------   ------------
       <S>                                             <C>            <C>
       2001                                            $    290,686   $     97,140
       2002                                                 291,690         98,239
       2003                                                 189,809         95,636
       2004                                                 143,950        101,375
       2005                                                  28,080        107,457
       Thereafter                                                 -      1,705,336
                                                       ------------   ------------

       Total                                           $    944,215   $  2,205,183
                                                       ============   ============
</TABLE>

     Employment Agreements

     The Company has an employment  agreement  with its President  providing for
     annual compensation of $200,000, expiring 2002.

     Contingencies

     The Company is subject to certain legal  proceedings  and claims arising in
     connection  with its  business.  In the  opinion of  management,  there are
     currently  no  claims  that  will  have a  material  adverse  effect on the
     Company's  consolidated  financial position,  results of operations or cash
     flows.

NOTE 5 - INCOME TAXES

     For the years ended  December 31, 2000 and 1999, the provision for U.S. and
     foreign income taxes consisted of the following:

<TABLE>
<CAPTION>

                                                           2000          1999             1998
                                                       ------------   ------------   ------------
     <S>                                               <C>            <C>            <C>
     Current:
        U.S.                                           $  3,101,153   $  1,754,690              -
        Foreign                                                   -              -              -
                                                       ------------   ------------   ------------

                                                       $  3,101,153   $  1,754,690              -
                                                       ============   ============   ============
</TABLE>

                                       56
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

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>
                                                           2000          1999             1998
                                                       ------------   ------------   ------------
     <S>                                               <C>            <C>            <C>
     Income taxes computed at the
     U.S. statutory rate                               $(25,202,563)  $  4,000,915   $    307,700
     Benefit of net income not subject
      to taxing jurisdictions                               923,343        (74,600)      (307,700)
     Benefit of operating loss carryforward                       -       (142,205)             -
     Taxes attributable to discontinued operations                -     (2,029,420)             -
     Goodwill                                            25,453,160              -              -
     Other                                                  700,085              -              -
     Disallowed loss on foreign subsidiaries              1,227,128              -              -
                                                       ------------   ------------   ------------

     Taxes on income                                   $  3,101,153   $  1,754,690   $          -
                                                       ============   ============   ============

</TABLE>

     The  Company  has no  material  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

     At December 31, 1999,  the Company had  receivables of $68,236 due from the
     President of the company's discontinued MAI subsidiary. The full amount was
     collected in 2000.

     b. Officer Compensation

     In 2000 and 1999, the Company's  former  president was  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.  During the
     years  ended  December  31,  2000 and 1999 the  Company  paid  $60,000  and
     $120,000, respectively, to this Company. 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 advances
     were converted to 103,500 shares of common stock based on the trading value
     of the shares on the date of conversion.

     d.   Stock Issuance

     In August 2000, in  conjunction  with the  consummation  of the MKZ Venture
     Fund  agreement,  the  Company  issued a total  of  100,000  shares  of its
     restricted  common stock as finder's  fee.  50,000 were issued to a Company
     controlled  by a member of the  Company's  advisory  board and 50,000  were
     issued to a director of the Company. See Note 3.

     The Company also issued  71,660  shares of  restricted  common stock to its
     directors as compensation. See Note 12.

     e. Marketing Expense

     In 2000, the Company paid $40,000 in marketing  expenses to a company owned
     by certain officers and a director of the Company.
                                       57
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 7 - ECONOMIC DEPENDENCE AND MAJOR CUSTOMERS

     During 2000,  1999,  and 1998,  the Company had no customers  which made up
     more than 10% of net sales.

NOTE 8 - STOCK OPTIONS

     During  1997,  the  Company  issued  to its  vice-president  the  option to
     purchase 100,000 shares of its common stock at $2.00 per share. At the time
     of grant, the market value of the stock was $2.40 per share.  Consequently,
     the Company recorded deferred  compensation expense of $40,000 equal to the
     intrinsic  value of the award  granted.  On November 3, 2000, the Company's
     shareholders  approved  the 1999 Stock Option Plan (the "1999  Plan").  The
     1999 Plan allows for the issuance of up to 2,500,000 shares of common stock
     upon exercise of stock options granted under the 1999 Plan. All options are
     generally  granted at not less than fair value at the date of grant  except
     for 272,400  options  granted in 2000 for which  deferred  compensation  of
     $49,849 has been  recorded,  equal to the  difference  between the exercise
     price and the market  value of the common  stock on the date of grant.  The
     options have a contractual life of seven years. The purpose of this plan is
     to attract, retain, motivate and reward officers, directors,  employees and
     consultants  of the  Company to  maximize  their  contribution  towards the
     Company's success.

     The following table summarizes the activity in the plan:

<TABLE>
<CAPTION>

                                                                      Weighted Average
                                                   Number of Shares   Exercise Price
                                                   ----------------   ----------------
     <S>                                           <C>                <C>
     Options outstanding at
      January 1, 1997                                             -                 -
      Granted                                               100,000   $          2.00
                                                   ----------------   ----------------

     Options outstanding at
      December 31, 1998 and 1997                            100,000   $          2.00
      Exercised                                             (25,000)  $          2.00
                                                   ----------------   ----------------

     Options outstanding at
      December 31,1999                                       75,000   $          2.00
      Granted                                               342,400   $          5.73
      Cancelled                                             (43,000)  $          6.38
      Exercised                                             (50,000)  $          2.00
                                                   ----------------   ----------------

     Options outstanding at
      December 31, 2000                                     324,400   $          5.36
                                                   ================   ================
</TABLE>

     Except for the options noted above, all options issued to employees have an
     exercise price not less than the fair market value of the Company's  common
     stock on the date of grant,  and in accordance with the accounting for such
     options  utilizing  the  intrinsic  value  method,  there  is  not  related
     compensation expense recorded in the Company's financial statements. During
     the twelve  months ending  December 31, 2000,  the Company  granted  10,000
     stock options to consultants for services rendered. Included in general and
     administrative expense is $9,051 in expense relating

                                       58
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 8 - STOCK OPTIONS (Continued)

     to these grants.  Had compensation  cost for stock-based  compensation been
     determined  based in the fair value at the grant dates in  accordance  with
     the method  delineated  in Statement of  Accounting  Standards No. 123, the
     Company's  net loss per share for the years  ended  December  31,  2000 and
     1999, would have been increased to the proforma amounts presented below:

<TABLE>
<CAPTION>

                                                           2000          1999             1998
                                                       ------------   ------------   ------------
     <S>                                               <C>            <C>            <C>
     Net income (loss):
           As reported                                 $(77,226,337)  $  5,964,239   $    769,320
           Proforma                                     (77,665,254)     5,946,477        741,558
         Earnings (loss) per share
           Basic EPS as reported                              (2.60)          0.27           0.05
           Proforma basic EPS                                 (2.61)          0.27           0.04

           Diluted EPS as reported                            (2.60)          0.23           0.05
           Proforma diluted EPS                               (2.61)          0.23           0.04

</TABLE>

          Additional  information  relating  to stock  options  outstanding  and
          exercisable  at December  31,  2000  summarized  by exercise  price as
          follows:
<TABLE>
<CAPTION>

                              Outstanding                               Exercisable
     ---------------------------------------------------------- ---------------------------
                                                   Weighted
    Exercise Price                   Average      Exercisable                Weighted Average
       Per Share       Shares      Life (Years)  Exercise Price    Shares     Exercise Price
     ------------   ------------   ------------  -------------- ------------ ----------------
     <S>            <C>            <C>            <C>           <C>            <C>

     $       2.00         25,000            3.5   $       2.00             -   $          -
     $       2.13         20,000           6.29   $       2.13         5,000   $       2.13
     $       3.63         50,000           6.58   $       3.63        25,000   $       3.63
     $       6.38        229,400           6.29   $       6.38       114,700   $       6.38
                    ------------                                ------------
     $ 2.00-$6.38        324,400           6.16   $       5.36       144,700   $       5.76
                    ============                                ============
</TABLE>

     The  fair  value  of  options  granted  is  estimated  on the date of grant
     utilizing the Black-Sholes option-pricing model with the following weighted
     average  assumptions  for grants  during the year ended  December 31, 2000:
     expected  life of option 4 years,  expected  volatility  of 45%,  risk free
     interest rate of 6.00% and a 0% dividend yield.  The fair value, at date of
     grant,  using these  assumptions  range from  $0.91-$2.72  and the weighted
     average was $2.40.  The  assumptions  for the year ended  December 31, 1999
     were:  expected  life of option 4 years,  expected  volatility of 45%, risk
     free interest  rate of 6.00% and a 0% dividend  yield.  The fair value,  at
     date of grant using these assumptions was $1.17.

                                       59
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 9 - EARNINGS (LOSS) PER SHARE

     The following  data show the amounts used in computing  basis  earnings per
     share. The number of shares using in the calculation for the years December
     31, 2000, 1999, and 1998.

<TABLE>
<CAPTION>

                                                           2000          1999             1998
                                                       ------------   ------------   ------------
     <S>                                               <C>            <C>            <C>
     Net earnings (loss) available to
       common shareholders                             $(77,226,337)  $  5,964,239   $    769,320
                                                       ============   ============   ============

     Average number of common shares
       used in basic EPS                                 29,744,300     21,769,583     17,022,767
                                                       ============   ============   ============
</TABLE>

     The Company  incurred a net loss from  continuing  operations  for the year
     ended  December  31,  2000 and 1998.  Accordingly,  the effect of  dilutive
     securities are not included in the  calculation of EPS because their effect
     would be  antidilutive.  The following  data shows the effect on income and
     the weighted average number of shares of dilutive potential common stock.

<TABLE>
<CAPTION>

                                                           2000          1999             1998
                                                       ------------   ------------   ------------
     <S>                                               <C>            <C>            <C>
     Net earnings available to common
      shareholders used in basic EPS                   $(77,226,337)  $  5,964,239   $    769,320
                                                       ============   ============   ============

     Average number of common shares
       used in basic EPS                                 29,744,300     21,769,583     17,022,767

     Stock options                                           30,813         75,000        100,000
     Purchase of subsidiaries                                     -      3,847,917              -
     Convertible debt                                             -        103,500              -
                                                       ------------   ------------   ------------

     Average number of common shares and
     dilutive potential common stock used
     in diluted EPS                                      29,775,113     25,796,000     17,122,767
                                                       ============   ============   ============
</TABLE>

     The shares  issuable  upon  exercise of options and warrants  represent the
     quarterly average of the shares issuable at exercise,  net of share assumed
     to have been  purchased,  at the average market price for the period,  with
     assumed  exercise  proceeds.  Accordingly,  options with exercise prices in
     excess of the  average  market  price for the period are  excluded  because
     their effect would be antidilutive.

                                       60
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 10 - DISCONTINUED OPERATIONS

     In  August  2000,  the  Company  entered  into a share  Purchase  Agreement
     effective  as of July 1, 2000 with Vulcan  Consultants  Limited,  a British
     Virgin Island  Company  (Vulcan) under which the Company would sell all the
     issued  and  outstanding  shares  of  Momentum   Internet,   Inc  (MII)  in
     consideration  of 725,000  shares of the  Company's  common  stock owned by
     Vulcan. As a condition of the sale, SwiftTrade, a subsidiary of MII, agreed
     to repay a $500,000 loan made from the Company's  wholly owned  subsidiary,
     Momentum  Asia,  Inc., to Swiftrade.  Subsequent  to the  disposition,  the
     Company  cancelled  the 725,000  shares  received in the  transaction.  The
     Company  recorded a  $1,004,186  loss on disposal of this  subsidiary.  The
     accompanying  balance sheet has been  restated to  separately  classify the
     former subsidiaries net assets as of December 31, 1999.

     In March, the Company's board of directors  adopted a plan to dispose of or
     sell its Asia Prepress Technology and Asia Internet Services  subsidiaries.
     Net assets to be disposed of, at their  expected  realizable  values,  have
     been separately  classified in the  accompanying  balance sheet at December
     31, 2000. A loss on disposal of $1,502,991  has been recorded  equal to the
     carrying amount of goodwill at December 2000.

     In March,  the Company entered into an agreement to sell its Momentum Asia,
     Inc. subsidiary for 200,000 shares of restricted stock of the Company which
     had  previously  been  issued to the  former  shareholders  of MAI when the
     Company acquired it in 1998. The sale of this subsidiary has been reflected
     in the December 31, 2000 financial statements.  The Company recorded a loss
     on disposal of $1,249,523. The accompanying balance sheet has been restated
     to separately  classify the former  subsidiaries  net assets as of December
     31, 1999.

     Revenues generated by discontinued  operations for the years ended December
     31,  2000,  1999 and  1998  were  $2,937,715,  $3,600,750  and  $2,270,036,
     respectively.

     Net assets of discontinued operations at December 31, 2000 and 1999 consist
     of:

<TABLE>
<CAPTION>

                                                           2000           1999
                                                       ------------   ------------
     <S>                                               <C>            <C>
     Cash                                              $    190,659   $  2,369,194
     Marketable securities                                        -        540,234
     Restricted stock                                             -        166,413
     Equity investment                                            -        254,195
     Accounts receivable, net                               168,268        401,667
     Prepaid expenses and other assets                        6,888         92,065
     Inventory                                                    -         18,239
     Mortgage note receivable                                     -        250,000
     Club membership                                              -        142,857
     Equipment                                              142,632        512,676
     Excess cost over net assets acquired                         -      1,910,691
                                                       ------------   ------------

       Total Assets                                         508,447      6,658,231
                                                       ------------   ------------

     Line of credit                                          70,000              -
     Accounts payable and other  liabilities                 34,532        435,861
     Deferred income                                              -         74,100
                                                       ------------   ------------
       Total Liabilities                                    104,532        509,961
                                                       ------------   ------------

       Net Assets of Discontinued Operations           $    403,915   $  6,148,270
                                                       ============   ============
</TABLE>

                                       61
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 11 - PURCHASE OF SUBSIDIARIES

     A summary of the purchases of Online  Investors  Advantage,  Inc.,  Seminar
     Marketing Group,  Inc., Memory  Improvement  Systems,  Inc., Asia Prepress,
     Asia Internet Services,  Momentum Asia, Inc., and Momentum  Internet,  Inc.
     are as follows:

                                         Continuing Operations
                    --------------------------------------------------------
                        OIA                          Seminar       Memory
                       Finders                      Marketing    Improvement
                       Shares          OIA           Group         Systems
                    ------------   ------------   ------------  ------------
Goodwill            $ 375,000(i)   $109,182,961   $    614,200  $    600,000
Current assets                 -        339,757              -             -
Property and equipment         -         94,777              -             -
Other assets                   -        148,950              -             -
Current liabilities            -       (285,951)             -             -
                    ------------   ------------   ------------  ------------

Total
Purchase Price      $    375,000   $109,480,494   $    614,200  $    600,000
                    ============   ============   ============  ============

                                         Continuing Operations
                    --------------------------------------------------------
                        OIA                          Seminar       Memory
                       Finders                      Marketing    Improvement
                       Shares          OIA           Group         Systems
                    ------------   ------------   ------------  ------------
Cash                $          -   $  6,400,000   $          -  $          -
Common stock          375,000(i)  103,080,494(ii)  614,200(iii)   600,000(iv)
                    ------------   ------------   ------------  ------------

Total
Purchase Price      $    375,000   $109,480,494   $    614,200  $    600,000
                    ============   ============   ============  ============

                                       Discontinued Operations
                    --------------------------------------------------------
                         Asia      Asia Internet    Momentum      Momentum
                      Prepress       Services       Asia Inc.  Internet, Inc.
                    ------------   ------------   ------------  ------------
Goodwill            $    492,992   $  1,085,000   $  1,516,427  $    667,220
Current assets           210,100              -      1,382,452       325,293
Property and equipment   146,136              -        421,785        19,630
Other assets                   -              -      1,682,310             -
Current liabilities     (159,228)             -       (487,309)      (16,337)
                    ------------   ------------   ------------  ------------
Total
Purchase Price      $    690,000   $  1,085,000   $  4,515,665  $    995,806
                    ============   ============   ============  ============

Cash                $    100,000   $    200,000   $  1,515,665  $    148,306
Common stock          590,000(v)     885,000(v)   3,000,000(vi)   847,500(vi)
                    ------------   ------------   ------------  ------------

Total
Purchase Price      $    690,000   $  1,085,000   $  4,515,665  $    995,806
                    ============   ============   ============  ============

(i) at $2.50 per share
(ii) 1,150,000 shares at $1.50,  9,820,152 shares at $10.24
(iii) at $1.66 per share
(iv) at $5.90 per share
(v) at $0.75 per share
(vi) at $0.75 per share

                                       62
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 11 - PURCHASE OF SUBSIDIARIES (Continued)

     There were minimal net assets of Asia4Sale at the date of acquisition.  The
     value of the 100,000 shares issued and the $250,000  paid, was  written-off
     during the year ended December 31, 1999 as the subsidiary was sold.

     The  accompanying  proforma  statement of  operations  has been prepared as
     though OIA, SMG and MIS were  acquired on January 1, 1999.  The  summarized
     statement of operations of the Company  includes the operations of OIA from
     April 1, 1999 through  December  31, 1999.  The  summarized  statements  of
     operations  of OIA for the three  months  ended  March 31, 1999 is included
     below as a proforma adjustment.  The summarized statements of operations of
     SMG and MIS for the year ended  December 31, 1999,  is included  below as a
     proforma adjustment,  which reflects the additional expense that would have
     been incurred if SMG and MIS had been  acquired as of January 1, 1999.  The
     proforma  amounts do not purport to be indicative of the results what would
     have actually be obtained if the  acquisition  occurred as of the beginning
     of the periods presented or that may be obtained in the future.

     The  proforma  effects  relating  to the  acquisition  of  Asia4Sale,  Asia
     PrePress  and Asia  Internet  Services  have not  been  presented  as their
     operations are not significant.

<TABLE>
<CAPTION>

                                      Ziasun                                      Proforma
                                   Technologies,                                Adjustments
                                     Inc. and                        SMG          Increase      Proforma
                                   Subsidiaries       OIA          and MIS       (Decrease)    Consolidated
                                   ------------   ------------   ------------   ------------   ------------
     <S>                           <C>            <C>            <C>            <C>            <C>
     REVENUES                      $ 23,619,590   $  4,701,227   $          -   $          -   $ 28,320,817

     NET INCOME (LOSS)                5,964,239        463,866       (311,807)      (195,932)     5,920,366

     BASIC NET INCOME (LOSS) PER
     COMMON SHARE                          0.27           0.02          (0.01)         (O.O1)          0.27

     DILUTED NET INCOME (LOSS) PER
     COMMON SHARE                  $       0.23   $       0.02   $      (0.01)  $      (O.O1)  $       0.23
</TABLE>

                                       63
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 11 - PURCHASE OF SUBSIDIARIES (Continued)

     To record a full year of  amortization  expense for OIA based on a ten-year
     life ($2,980,467 x 3/12 = $74,512).

     To  record  one year of  amortization  expense  for SMG and MIS  based on a
     ten-year life ($1,214,200/10 = $121,420).

     The  summarized  statements of operations of SMG and MIS for the year ended
     December  31,  2000,  is  included  below as a proforma  adjustment,  which
     reflects the  additional  expense that would have been  incurred if SMG and
     MIS had been  acquired as of January 1, 1999.  The proforma  amounts do not
     purport  to be  indicative  of the  results  what would  have  actually  be
     obtained if the  acquisition  occurred as of the  beginning  of the periods
     presented or that may be obtained in the future.

     The proforma  effects relating to the acquisition of Asia PrePress and Asia
     Internet  Services  have not been  presented  as their  operations  are not
     significant.

<TABLE>
<CAPTION>


                                                    Ziasun                        Proforma
                                                  Technologies,                 Adjustments
                                                   Inc. and         SMG           Increase       Proforma
                                                  Subsidiaries    and MIS        (Decrease)    Consolidated
                                                  ------------   ------------   ------------   ------------
     <S>                                          <C>            <C>            <C>            <C>
     REVENUES                                     $ 54,667,477   $          -   $          -   $ 54,667,477

     NET LOSS                                      (77,226,337)      (594,954)      (121,420)   (77,942,711)

     BASIC NET INCOME (LOSS) PER
     COMMON SHARE                                        (2.60)         (0.03)         (O.O0)         (2.62)

     DILUTED NET INCOME (LOSS) PER
     COMMON SHARE                                 $      (2.60)  $      (0.03)  $      (O.O0)  $      (2.62)

</TABLE>

     To  record  one year of  amortization  expense  for SMG and MIS  based on a
     ten-year life ($1,214,200/ 10 = $121,420).

                                       64
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 12 - STOCKHOLDERS' EQUITY

     In March 2000, the Company issued 30,000 shares of restricted  common stock
     to a consulting firm for services rendered. The Company recorded expense of
     $273,450, the estimated fair value of the stock issued.

     In November 2000, the Company  compensated  its Board of Directors  members
     with  71,660  shares of  restricted  common  stock for their  service.  The
     Company recorded expense of $136,871, the estimated fair value of the stock
     issued.

     In March 1999, the Company's  Momentum Asia,  Inc.  subsidiary  sold 35,970
     shares  of  treasury  stock on the open  market  for cash.  The  difference
     between the cash received and the cost of the treasury  shares is presented
     as additional paid-in capital.

NOTE 13 - COMMON STOCK WARRANT

     In January,  2000, the Company issued warrants to acquire 200,000 shares of
     the Company's  common stock to a consulting  firm. The terms of the warrant
     are as follows:

          50,000 immediately exercisable,  term 180 days from the issuance date,
          exercise  price  equal to 125% of the closing bid price on January 14,
          2000.

          50,000  immediately  exercisable,  term 210 days from  issuance  date,
          exercise  price  equal to 150% of the closing bid price on January 14,
          2000.

          50,000  immediately  exercisable,  term 240 days from  issuance  date,
          exercise  price  equal to 175% of the closing bid price on January 14,
          2000.

          50,000  immediately  exercisable,  term 270 days from  issuance  date,
          exercise  price  equal to 200% of the closing bid price on January 14,
          2000.

     The Company recorded  consulting  expense and additional paid-in capital of
     $70,935,  equal to the fair value of the warrant on the date of grant.  The
     warrant expired unexercised in October 2000.

NOTE 14 - SHARES SUBJECT TO RESCISSION

     In September,  2000, the Company acquired all of the issued and outstanding
     shares of Seminar  Marketing  Group,  Inc.  ("SMG") for  370,000  shares of
     unregistered  and  restricted  shares of the Company's  common  stock.  The
     issuance of these shares was intended to be issued in a transaction  exempt
     from  the  registration  requirements  under  the  Securities  Act of  1933
     ("Securities  Act")  pursuant to Rule 506 of Regulation D. Upon  subsequent
     review of the  transaction  by the Company's  attorneys,  it was determined
     that the issuance of the shares did not meet the technical  requirements of
     the  Securities  Act.  The  Company is in the process of making an offer of
     rescission  to  the  former  SMG  shareholders  under  which  they  may  be
     compensated  with a cash  amount  equal  to the fair  value  of the  shares
     originally granted.

                                       65
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 15 - GOODWILL IMPAIRMENT

     The Company periodically assesses the recoverability of carrying the amount
     of  goodwill.  Based on its  assessment,  the Company  recorded a charge to
     goodwill for  $71,755,840  during the three months ended December 31, 2000.
     The  magnitude  of the  charge  is  equal  to the  difference  between  the
     discounted projected future cash flows from the acquired business that gave
     rise to the  goodwill  and the  carrying  amount of  goodwill  prior to the
     impairment charge.

NOTE 16 - TRADEMARK

     In October 2000, a company filed a complaint  against the Company  alleging
     trademark and servicemark infringement.  It was contended that ZiaSun's use
     of the trademark "Online Investors Advantage" infringed on their trademark,
     "Investors Advantage." The two parties negotiated a settlement where by the
     Company  would  cease using the mark  "Online  Investors  Advantage"  on or
     before  September  19, 2001.  No amounts were paid on the  settlement.  The
     Company began  implementing its trade marked name "Online  Investortoolbox"
     in  January  2001,  in  order  to  phase  out the use of  Online  Investors
     Advantage before September 2001.

NOTE 17 - SEGMENTS

     Following the sale or  discontinuance of all activities other than those of
     OIA  the  Company  operates  in  one  business  segment.   Enterprise  wide
     information regarding our geographical concentration is as follows:

<TABLE>
<CAPTION>

                                                           2000            1999          1998
                                                       ------------   ------------   ------------
    <S>                                                <C>            <C>            <C>
    Net sales:
       United States                                   $ 46,218,461   $ 20,925,850   $          -
       North America-non U.S.                             5,825,702      1,014,302              -
       Europe                                               527,221              -              -
       Asia                                               1,568,999              -              -
       Australia                                            339,258      1,679,438              -
       Africa                                               187,836              -              -
                                                       ------------   ------------   ------------
         Total                                         $ 54,667,477   $ 23,619,590   $          -
                                                       ============   ============   ============
</TABLE>

     The Company does not have any significant  long lived assets outside of the
     United States.

                                       66
<PAGE>
Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure.

     (a) Previous Independent Accountants

          (i) On October 3, 2000, the Company dismissed HJ & Associates,  LLC as
     its independent public accountants.

          (ii) Neither of the reports of HJ &  Associates,  LLC on the financial
     statements  for  the  past  two  years  contained  an  adverse  opinion  or
     disclaimer  of opinion or were  qualified  or modified  as to  uncertainty,
     audit scope or accounting principles.

          (iii) The  dismissal  of HJ &  Associates,  LLC, was  recommended  and
     approved by the Audit Committee of the Board of Directors of the Company.

          (iv) During the past fiscal year and through September 30, 2000, there
     were no  disagreements  with HJ &  Associates  on any matter of  accounting
     principles or practices,  financial statement disclosure, or auditing scope
     or procedure which disagreements, if not resolved to the satisfaction of HJ
     & Associates,  would have caused HJ & Associates  to make  reference to the
     subject matter of the  disagreement(s) in their reports on the consolidated
     financial statements for such years.

          (v) During the  Company's two most recent fiscal years and through the
     period from  December  31, 1999 to September  30, 2000,  there have been no
     reportable events (as defined in Regulation S-K Item 304(a)(1)(v)).

          (vi)  The  Company  provided  HJ &  Associates  with  a  copy  of  the
     disclosure  it made in response to Item 304 (a) of  Regulation  S-K, in its
     Current Report on Form 8-K filed October 10, 2000. The Company requested HJ
     & Associates,  LLC, to furnish, and HJ & Associates, LLC, furnished to, the
     Company a letter  addressed to the  Commission  stating that it agreed with
     the statements made by the Company.

     (b) Newly Engaged Independent Accountants

          (i) On October 3, 2000, the Company  engaged BDO Seidman,  LLP, as its
     new independent accountant. Through September 30, 2000, neither the Company
     nor anyone on its behalf  consulted  BDO  Seidman,  LLP  regarding  (i) the
     application of accounting  principles to any transaction,  either completed
     or  proposed,  or (ii) the type of audit  opinion that might be rendered by
     BDO Seidman, LLP on the Company's financial statements.

                                       67
<PAGE>
                                    PART III.
                                    --------

Item 10. Directors and Executive Officers of the Registrant

     See Item 11 for  information on the  beneficial  ownership of the Company's
securities.

     (a) Identity of Directors and Executive Officers.

<TABLE>
<CAPTION>

     Name                     Age    Position
     ------------------------------------------------------------------------------------------
     <S>                      <C>    <C>
     D. Scott Elder            42    Chairman of the Board and Chief Executive Officer
     Allen D. Hardman          59    President, Chief Operating Officer, Secretary and Director
     Ross W. Jardine           39    Vice President, Chief Financial Officer and Director
     Hans Von Meiss            54    Director
     Christopher D. Outram     51    Director

</TABLE>

     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.

     ALLEN D. HARDMAN was appointed as a Director and the Vice  President of the
Company on October 5, 1999. On September  27, 2000 Mr.  Hardman was appointed as
President and Chief  Operating  Officer of the Company.  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 served as the Managing Director of Business Development for
Roeslein & Associates from June 1993 through June 1997. Mr. Hardman was the Vice
President  of  Operations  of Best way USA from  July 1997  until the  Company's
spin-off  of Best way 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.

     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.

     D. SCOTT ELDER was elected as a director of the Company in May 1999, and as
the  Chairman of the Board in June 1999.  On  September  27, 2000 Mr.  Elder was
appointed  as Chief  Executive  Officer of the Company.  From 1994 to 1997,  Mr.
Elder owned and operated two consulting businesses,  D. Scott Elder & Associates
and The  Business  Alliance  Company,  which  developed  marketing  and training
programs.  In 1998 Mr. Elder continued to operate the consulting  business of D.
Scott Elder&  Associates and founded OIA with Ross W. Jardine.  Mr. Elder served

                                       68
<PAGE>
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. Mr. Elder
is also  currently  the  Co-CEO  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.  The Company
recently acquired OIA.

     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.

     ROSS W.  JARDINE  was  appointed  as a director  of the Company on April 7,
1999, and Vice President and Chief Financial  Officer on September 27, 2000. Mr.
Jardine is also the  President  of OIA.  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 Co-CEO of OIA and conducts many of the training
programs put on by OIA.

     HANS VON MEISS was  appointed  as a director  of the Company on January 17,
2000.  Mr. Von Meiss  received a Bachelors  Degree in Economics in 1973 from the
University  of St.  Gallen,  Switzerland.  After  receiving  an MBA in 1977 from
INSEAD, Fountaine Bleau, France, he spent seven years in investment banking with
Bankers Trust International Ltd. and Chase Manhattan Ltd. in London.  Then, from
1984 to 1988,  Mr. von Meiss served as the CEO of Dr. Ing.  Koenig AG, a leading
Swiss  service  center for flat  steel and  industrial  fasteners.  He spent the
following 3 years from 1988 to 1991 in financial consulting.  Then, in 1991, Mr.
von  Meiss  became  the  CEO  of  a  publicly-quoted  Dutch  company  after  its
privatization from the Dutch Government, and served in that position until 1994.
In 1994,  he  became  the CEO of Swiss  Textile  Group  via an  acquisition  and
completed a turnaround  and eventual  sale of the business in 1997.  Since 1997,
Mr. Von Meiss has been  involved in financial  management  and  consulting,  and
pursued investments in Internet-related  businesses. He also serves on the board
of an industrial concern, an M&A consulting company, and his own company, G. von
Meiss AG.

                                       69
<PAGE>
     CHRISTOPHER  D. OUTRAM was  appointed as a director of the Company on April
21,  2000.  Mr.  Outram   received  double  first  class  honors  in  mechanical
engineering  and industrial  economics in 1972 from the University of Birmingham
in the UK. He also received the  Engineering  and the  Economics  prizes for his
course.  Following  university,  Mr.  Outram  pursued a career in Marketing  and
Accountancy with Mobile Oil Company,  Air Products  Limited and CCL Systems.  He
then attended INSEAD  Business School in France,  where he graduated with an MBA
with distinction.  Following 2 years at the world-renowned strategy consultancy,
The Boston  Consulting  Group, Mr. Outram became Strategic  Planning Director of
one of its clients,  The Van Gelder Paper Company in the Netherlands.  Two years
later Mr.  Outram  joined Booz Allen & Hamilton in London,  where he was elected
Partner in 1986.  1987 saw the creation of OC&C Strategy  Consultants  (OC&C) of
which Mr.  Outram was the  founding  Director.  OC&C now  operates  directly and
through alliances on a global basis and can deploy in excess of 200 consultants.
OC&C and its  sister  firms  advise  clients  on  strategy,  strategic  business
development and M&A activity. Some 70% of the Company business is now related to
the Internet.  The consultancy  advises large  corporations,  as well as smaller
start-ups,  regarding their Internet strategies.  The combined  understanding of
the operating dynamics of both large and small players in the Internet arena has
allowed OC&C to develop very creative and ambitious  strategies for its clients.
Mr. Outram has also been  instrumental  in the creation of e-commerce  venturing
businesses, both in Silicon Valley in the U.S., as well as in Europe.

     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.

     Family Relationships.
     --------------------

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

     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.

                                       70
<PAGE>
     Section 16 (a) Beneficial Ownership Compliance.
     -----------------------------------------------

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive  officers,  directors and persons who own more than ten percent of the
Company's Common Stock, to file initial reports of beneficial  ownership on Form
3,  changes  in  beneficial  ownership  on  Form 4 and an  annual  statement  of
beneficial ownership on Form 5, with the SEC. Such executive officers, directors
and greater than ten percent  shareholders  are required by SEC rules to furnish
the Company with copies of all such forms that they have filed.

     Based  solely on its  review of the copies of such  forms  received  by the
Company and representations from certain reporting persons, the Company believes
that during the period from  November 16, 1999 (the date which the Company first
became  subject to Section  16(a)) until  December 31, 2000,  all Section  16(a)
filing  requirements  applicable  to  its  executive  officers,   directors  and
ten-percent shareholders were complied with.

Item 11. Executive Compensation

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

                           SUMMARY COMPENSATION TABLE
                           --------------------------
<TABLE>
<CAPTION>

                                                                                   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>
Allen D. Hardman(1)        2000    $184,692  0         $6,600     22,365   75,000         0         0
President and COO          1999    $132,000  0         0          0        0              0         0
                           1998    $132,000  0         0          0        0              0         0

D. Scott Elder(2)          2000    $117,500  $204,000  $2,433,065 17,500   25,000         0         0
Chief  Executive Officer   1999    $102,360  $ 40,930  0          0        0              0         378,000
Chairman of the            1998    $ 31,500  0         $174,127   0        0              0         0

Ross D. Jardine(3)         2000    $115,500  $204,000  $2,435,215 17,500   25,000         0         0
Vice President and         1999)   $ 46,860  $123,430  0          0        0              0         378,000
Chief Financial Officer    1998    $0        0         $  208,520 0        0              0         0

Hans Von Meiss             2000    $0        0         0          11,445   5,000          0         0
Director                   1999    $0        0         0          0        0              0         0
                           1998    $0        0         0          0        0              0         0

Christopher D. Outram      2000    $0        0         0          10,350   5,000          0         0
Director                   1999    $0        0         0          0        0              0         0
                           1998    $0        0         0          0        0              0         0

Anthony L. Tobin(4)        2000    0         0         0          0        0              0         0
Vice President             1999    $120,000  0         0          0        0              0         0
and COO of Asia Operations 1998    $121,800  0         $31,200    0        0              0         0


Dennis E. McGrory(5)       2000    $11,393   0         0          0        0              0         0
Secretary                  1999    $0        0         0          0        0              0         0
Secretary                  1998    $0        0         0          0        0              0         0

</TABLE>

                                       71
<PAGE>
---------------------

     (1)  Mr. Hardman, the President and COO of the Company is currently subject
          to  an  Employment   Agreement  with  the  Company.   See  "Employment
          Contracts" below.

     (2)  In 2000,  Mr.  Elder  received a base salary of  $117,500,  a bonus of
          $204,400  and  additional  compensation  of  $2,433,065  comprised  by
          $2,100,000  received  from the purchase of 4,200,000  shares which Mr.
          Elder  would  have  received  from the earn  out  provided  in the OIA
          acquisition  agreement,  and $333,065 of  overrides  based on workshop
          attendance.  In 1999 Mr. Elder  received a base salary of $102,360,  a
          bonus of $40,930 and $378,000 in payment of deferred compensation from
          OIA,  for total 1999  compensation  of  $521,290.  In 1998,  Mr. Elder
          received a base salary of  $31,500,  consulting  fees of $24,127,  and
          $150,000  in  payment  of  deferred   compensation,   for  total  1998
          compensation of $205,627.

     (3)  In 2000,  Mr. Jardine  received a base salary of $115,500,  a bonus of
          $204,400  and  additional  compensation  of  $2,435,215  comprised  by
          $2,100,000  received  from the purchase of 4,200,000  shares which Mr.
          Jardine  would have  received  from the earn out  provided  in the OIA
          acquisition  agreement,  and $335,215 of  overrides  based on workshop
          attendance.  In 1999, Mr. Jardine received a base salary of $46,860, a
          bonus of $123,430  and  $378,000  in payment of deferred  compensation
          from OIA,  for total  1999  compensation  of  $548,290.  In 1998,  Mr.
          Jardine received consulting fees of $58,520 and $150,000 in payment of
          deferred  compensation  from  OIA,  for  total  1998  compensation  of
          $208,520.

     (4)  Mr.  Tobin who  resigned  as an officer  and  director  of the Company
          effective as of April 21, 2000,  is the owner of Crossbow  Consultants
          Limited which previously received $10,000 per month from the Company's
          prior  subsidiary,  Momentum Internet  Incorporated,  for the services
          provided by Crossbow  Consultants.  In 1999, Crossbow received a total
          of  $120,000  from  the  Company's   subsidiary,   Momentum   Internet
          Incorporated,  for the services provided by Crossbow  Consultants.  On
          September  13,  2000,  the  Company  completed  the  sale of  Momentum
          Internet Inc., to Vulcan  Consultants  Limited,  thereby divesting any
          interest in Momentum  Internet Inc., and  subsidiaries  and website of
          Momentum Internet Inc., which the Company had.

          In 1998 in addition to the $10,000 per month  Crossbow  received,  Mr.
          Tobin  through  his  employment  agreement  with  Momentum  Associates
          Limited, a subsidiary of Momentum Internet Incorporated, also received
          a monthly housing  allowance of approximately  $2,600 and a management
          fee of approximately  $150 per month,  for total 1998  compensation of
          $153,000.

     (5)  Dennis  McGrory  resigned as the  Secretary of the Company on July 12,
          2000.

     Employment Contracts
     --------------------

     Allen D.  Hardman,  the President and COO 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. 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 purchase  one  hundred  thousand  (100,000)
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) shares each
beginning  after one (1) year of employment for  consecutive  years. To date Mr.

                                       72
<PAGE>
Hardman has exercised the first 3 vested portions of the stock option. On August
2, 2000, the Company entered into an Amended and Restated  Employment  Agreement
and Stock Option with Mr. Hardman.  In conjunction with the appointment of Allen
D. Hardman as the  President  and CEO of the Company,  Mr.  Hardman  received an
increase in his annual salary to $200,000. Additionally, Mr. Hardman was granted
an option to purchase an additional 50,000 shares of common stock of the Company
pursuant to the terms of the Company's 1999 Stock Option Plan, with the exercise
price of said options being the closing price as of the date of execution of the
Amended  and  Restated  Employment  Agreement.  The  option  shall  vest  and be
exercisable   immediately  with  regard  to  50%  of  said  option  shares,  and
exercisable  with regard to the  remaining 50% of said shares as of May 1, 2002.
The options shall be  exercisable  for a period of seven (7) years from the date
of the grant.

     Stock Options
     -------------

     As stated above Mr.  Hardman has 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.
Also, pursuant to the Amended and Restated Agreement of August 2, 2000 mentioned
above,  Mr.  Hardman has an option to purchase an  additional  50,000  shares of
common stock of the Company  pursuant to the terms of the  Company's  1999 Stock
Option Plan,  with the exercise price of said options being the closing price as
of the date of execution of the Amended and Restated Employment  Agreement.  The
option  shall vest and be  exercisable  immediately  with  regard to 50% of said
option shares,  and exercisable  with regard to the remaining 50% of said shares
as of May 1, 2002.  The options shall be  exercisable  for a period of seven (7)
years from the date of the grant.

     On  December  15,  1999,   the  Board  of  Directors   adopted  the  ZiaSun
Technologies,  Inc.  1999 Stock  Option  Plan (the "1999  Plan").  The 1999 Plan
allows the Company to attract and retain  employees and directors of the Company
and its  subsidiaries and to provide such persons with incentives and awards for
superior performance.  The 1999 Plan is administered by a committee appointed by
the Board of Directors of the Company,  which has broad flexibility in designing
stock-based  incentives.  The Board of Directors determines the number of shares
granted and the option  exercise  price,  but such  exercise  price of Incentive
Stock Options (ISO) may not be less than one hundred  percent of the fair market
value of Common Stock on the grant date.

     Option Grants Table
     -------------------

     The following  tables reflect  certain  information,  with respect to stock
options  granted  under the  Company's  stock option plans to certain  executive
officers and directors during fiscal 2000.

                     OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
                     --------------------------------------

                              Number of      % Of Total
                              Securities     Options
                              Underlying     Granted To     Exercise
                              Options        Employees      Or Base
                              Granted        In Fiscal      Price     Expiration
Name                          (#)            Year(%)        ($/Sh)(1)    Date
--------------------------------------------------------------------------------
Allen D. Hardman(1)           25,000          7.30%         $6.380    04/30/2007
Allen D. Hardman(1)           50,000         14.60%         $3.625    06/30/2007
Ross W. Jardine               25,000          7.30%         $6.380    04/30/2007
D. Scott Elder                25,000          7.30%         $6.380    04/30/2007
Hans Von Meiss                 5,000          1.46%         $2.125    11/19/2007
Christopher Outram             5,000          1.46%         $2.125    11/19/2007
Anthony D. Tobin(2)                0          0.00%         N/A       N/A
Dennis McGrory(3)                  0          0.00%         N/A       N/A

                                       73
<PAGE>
---------------------

     (1)  Does not  include  an option  granted  on May 30,  1997,  to  purchase
          100,000  shares of common  stock at  exercise  price of $2.00 of which
          75,000 have been exercised. Said options expire on June 30, 2004.

     (2)  Anthony D. Tobin  resigned as an officer  and  director of the Company
          effective as of April 21, 2000.

     (3)  Dennis  McGrory  resigned as the  Secretary of the Company on July 12,
          2000.

     Option Exercise and Year End-Value Table
     ----------------------------------------

     The  following  tables  reflect  certain  information,  with respect to the
exercise of stock options by certain executive officers during fiscal 2000.

               AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR
               ---------------------------------------------------
<TABLE>
<CAPTION>

                                                  Number of
                                                  Securities          Value Of
                                                  Underlying          Unexercised
                                                  Unexercised         In-The-Money
                                                  Options At          Options At
                                                  Fy-End(#)           Fy-End($)(1)
                                                  ------------------------------------
                         Shares         Value
                         Acquired On    Realized  Exercisable(E)/     Exercisable(E) /
Name                     Exercise(#)    ($)       Unexercisable(U)    Unexercisable(U)
--------------------------------------------------------------------------------------
<S>                      <C>            <C>       <C>                 <C>
Allen D. Hardman         50,000         $100,000  37,500(E)/ 62,500(U)0 (E) / 0 (U)
Ross W. Jardine          0              0         12,500(E)/ 12,500(U)0 (E) / 0 (U)
D. Scott Elder           0              0         12,500(E)/ 12,500(U)0 (E) / 0 (U)
Hans Von Meiss           0              0          1,250(E)/  3,750(U)0 (E) / 0 (U)
Christopher Outram       0              0          1,250(E)/  3,750(U)0 (E) / 0 (U)
Anthony D. Tobin(1)      0              0              0(E)/      0(U)0 (E) / 0 (U)
Dennis McGrory(2)        0              0              0(E)/      0(U)0 (E) / 0 (U)

</TABLE>
------------------

     (1)  Anthony D. Tobin  resigned as an officer  and  director of the Company
          effective as of April 21, 2000.

     (2)  Dennis  McGrory  resigned as the  Secretary of the Company on July 12,
          2000.

Item 12. 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 March 31,  2001,  for any  person or group,  known by the
Company to own more than five percent (5%) of the Company's voting securities.

     Title of       Name of                  Amount of      Percent of
     Class          Beneficial Owner         Ownership      Class
     ---------------------------------------------------------------------------
     Common Stock   D. Scott Elder           3,804,553      11.64%
     Common Stock   Ross W. Jardine          3,804,553      11.64%
     Common Stock   Momentum Media Ltd.      3,499,980      10.70%

                                       74
<PAGE>
     (b) Security Ownership of Management

     The following  table sets forth  security  ownership  information as of the
close of  business  on March  31,  2001,  for  individuals  or  entities  in the
following  categories at the Company's fiscal year end: (i) each director,  (ii)
each Named  Executive  Officer  listed in the "Summary  Compensation  Table" set
forth herein, and (iii) all directors and executive officers as a group.

<TABLE>
<CAPTION>

                                            Amount and Nature of Beneficial Ownership
                                   ----------------------------------------------------
                                                  Presently
Executive Officers, Directors      Common         Exercisable
And Principal Shareholders         Stock          Options        Total          Percent
---------------------------------------------------------------------------------------
<S>                                <C>            <C>            <C>            <C>
D. Scott Elder(1)                  3,804,553      12,500         3,817,053      11.67%
Ross W. Jardine(1)                 3,804,553      12,500         3,817,053      11.67%
Hans Von Meiss(2)                    274,445       2,500           276,045          *
Allen D. Hardman(1)                   97,365      37,500           134,865          *
Christopher D. Outram(1)              22,800       2,500            25,300          *
All Directors and Officers         8,003,716      65,000        8,070,3176      24.68%
as a Group (5 persons)

</TABLE>
----------------------------
         * Represents less than one percent

     1.   Each person has sole  investment  power and sole voting power over the
          shares listed unless otherwise  indicated.

     2.   Includes  shares,  as to which  beneficial  ownership is disclaimed of
          55,000 shares held for the benefit of family members or in-laws.

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

Item 13. Certain Relationships and Related Transactions

     Amendment to OIA Earn Out.
     --------------------------

     On May 31, 2000,  the Company  entered into an Amendment to Agreement  (the
"Amendment') with D. Scott Elder, Ross W. Jardine, David McCoy and Scott Harris,
the prior principal  shareholders  (the "OIA  Shareholders") of Online Investors
Advantage, Inc., a wholly owned subsidiary of the Company. Pursuant to the terms
of the  Amendment,  the  Company  and the OIA  Shareholders  agreed to amend the
Acquisition  Agreement,  which  provided for the  calculation  of the Actual OIA
Earnings.  Following  the  end  of  the  earnings  period  as  provided  in  the
Acquisition  Agreement,  OIA's audited EBITDA earnings for the period from April
1, 1999 through  March 31, 2000 was  $10,910,076.  Accordingly,  pursuant to the
terms  of  the  Acquisition   Agreement,   ZiaSun  would  have  owed  21,820,152
(post-split  adjusted)  shares  of its  common  stock at March  31,  2000 to the
Shareholders.  The  value of these  shares at March 31 was  $248,204,230,  which
would have been added to the goodwill on the Company's  balance sheet.  Pursuant
to negotiations between ZiaSun and the former OIA shareholders,  and their joint
recognition that it would clearly not be in the best interests of ZiaSun to have
such  a  large  goodwill  burden  going  forward,  ZiaSun  and  the  former  OIA
shareholders  agreed to amend the original terms and conditions of the earn out.
Accordingly,  an agreement was reached wherein the former OIA shareholders would
exchange  12,000,000  of the  earn-out  shares,  to which  they were  originally
entitled, for $6,000,000 in cash.

                                       75
<PAGE>
     Pursuant to the Amendment to Agreement the OIA  Shareholders  would receive
$6,000,000 in cash and 9,820,152 (post-split adjusted) shares of ZiaSun's common
stock rather than  21,820,152  (post-split  adjusted)  shares of ZiaSun's common
stock.  The proposal  was  reviewed  and accepted by ZiaSun on May 9, 2000,  and
4,820,152 restricted shares were issued to the OIA Shareholders representing the
balance  of the  additional  shares  due the OIA  shareholders  along  with  the
5,000,000  shares  which had been held in  escrow  pursuant  to the terms of the
acquisition agreement.

     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.

     Generation Marketing, LLC
     -------------------------

     D. Scott Elder, Ross Jardine,  David McCoy and Scott Harris each an officer
and  /or  director  of the  Company  and/or  OIA,  each  own a 20%  interest  in
Generation Marketing, LLC. Cumulatively,  these 4 individual own an 80% interest
in Generation Marketing. In year 2000, OIA made payments to Generation Marketing
for media purchases in the approximate amount of $40,000.  In year 2001 (through
April 30, 2001) OIA made payments to Generation Marketing for media purchases in
the approximate amount of $750,000. The rates charged by Generation Marketing to
OIA for these services are competitive in the market place.

Other Events
------------

     Repurchase of Shares by the Company.
     ------------------------------------

     Between  August 22, 2000 and  December  31,  2000,  the  Company  purchased
297,500  shares of its common  stock  through  open market  purchases  at prices
ranging from $4.75 per share to $1.156 per share. These shares were cancelled in
2001 and are no longer outstanding.

Subsequent Events.
-----------------

     Rescission of SMG Acquisition.
     ------------------------------

     In September,  2000, the Company acquired all of the issued and outstanding
shares  of  Seminar   Marketing  Group,  Inc.  ("SMG")  for  370,000  shares  of
unregistered  and  restricted  shares of the  Company's  common  stock.  SMG was
organized in August 2000, in order to acquire and secure  various  marketing and
support services for OIA such as in-house telephone marketing and consulting for
OIA's marketing  process,  eliminate certain royalty and overide  obligations of
OIA,  and to  provide  a means of  issuing  restricted  stock to  employees  and
independant contractors of OIA who rendered these services. The Company intended
to issue shares in a transaction exempt from the registration requirements under
the  Securities  Act of 1933  (the  "Securities  Act")  pursuant  to Rule 506 of
Regulation  D.  Upon  subsequent  review  of the  transaction  by the  Company's
attorneys,  it was  determined  that the issuance of the shares did not meet the
technical  requirements of the Securities Act, and that the transaction  between
the Company and SMG should be rescinded.  Therefore,  on February 12, 2001,  the
Company  provided  notice to the persons who received  shares as a result of the
acquisition of SMG by the Company,  that the transaction  would be rescinded and
that  following the filing and  effectiveness  of the  appropriate  registration
statement, that a rescission offer would be delivered to such shareholders.

     Modification to MKZ Venture Fund Agreement.
     -------------------------------------------

     On April 13, 2001,  subsequent  to the period  covered by this report,  the
Company  and the  McKenna  Group,  as the sole  members of MKZ  entered  into an
agreement  which  modified  certain terms of the Venture Fund  Agreement and the
Company's capital  commitment to MKZ. As of the date the agreement,  the Company
had  infused  $7.5  million  in cash into MKZ,  of which $5.6  million  had been
invested  into MVA by MKZ.  Pursuant to the modified  agreement,  the  Company's
total capital commitment and funding of MKZ will be capped $9,150,000, and other
than the sum of $1,650,000, to be infused by Company into MKZ, the Company shall
have no further  obligation  to provide any further  funding to MKZ. The Company
agreed to make a further  capital  contribution  of $250,000 in cash to MKZ upon
execution of the agreement and would have a remaining capital contribution owing
to MKZ of $1.4 million.

     Adjust to OIA Acquisition Earn out.
     -----------------------------------

     Due to the  rescission  of SMG  acquisition  and accrual of a liability for
sales  taxes  payable by OIA,  the  Company  and the  former  owners of OIA have
determined that an adjustment of the shares received by the former owners of OIA
pursuant to the  provisions  for Earn Out, as  provided  for in the  acquisition
agreement between the Company and the former owners of OIA, may be required.  As
of the date of this report,  no determination has been made as to the amount and
nature of such an adjustment, if any.

                                       76
<PAGE>
                                    PART IV.
                                    --------

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

     (a) List of Exhibits attached or incorporated by reference pursuant to Item
601 of Regulation S-K.

     Exhibit   Description
     -------   -----------

     21.(+) Acquisition  Agreement  and Plan of  Reorganization  between  ZiaSun
          Technologies, Inc. and Momentum Internet Incorporated dated October 5,
          1998. (Incorporated by the Registrant's Registration Statement on Form
          10-SB filed September 16, 1999, Commission File No. 000-27349)

     2.2(+) Acquisition  Agreement  and Plan of  Reorganization  between  ZiaSun
          Technologies,  Inc. and Momentum  Asia,  Inc.  dated  October 5, 1998.
          (Incorporated   by  reference  from  the   Registrant's   Registration
          Statement on Form 10-SB filed September 16, 1999,  Commission File No.
          000-27349)

     2.3(+) Acquisition  Agreement  and Plan of  Reorganization  between  ZiaSun
          Technologies,  Inc.  and  Asia4Sale.com,  Ltd.,  dated March 25, 1999.
          (Incorporated   by  reference  from  the   Registrant's   Registration
          Statement on Form 10-SB filed September 16, 1999,  Commission File No.
          000-27349)

     2.4(+) Acquisition  Agreement  and Plan of  Reorganization  between  ZiaSun
          Technologies,  Inc. and Online Investors Advantage,  Inc., dated March
          31,   1999.   (Incorporated   by  reference   from  the   Registrant's
          Registration  Statement  on  Form  10-SB  filed  September  16,  1999,
          Commission File No. 000-27349)

     2.5(+) Acquisition  Agreement  and Plan of  Reorganization  between  ZiaSun
          Technologies,  Inc. and Seminar Marketing group, Inc., dated September
          29, 2000  (Incorporated  by reference  from the  Registrant's  Current
          Report on Form 8-K filed on October 3, 2000).

     2.6(+)  Acquisition  Agreement  and  Plan  of  Reorganization  with  Memory
          Improvement  Systems,  Inc.,  dated October 10, 2000  (Incorporated by
          reference  from the  Registrant's  Current Report on Form 8-K filed on
          October 3, 2000).

     3.1(a)(+) Original  Articles of  Incorporation.  (Incorporated by reference
          from the  Registrant's  Registration  Statement  on Form  10-SB  filed
          September 16, 1999, Commission File No. 000-27349)

     3.1(b)(+) Certificate of Amendment to Articles of Incorporation filed April
          29,   1997.   (Incorporated   by  reference   from  the   Registrant's
          Registration  Statement  on  Form  10-SB  filed  September  16,  1999,
          Commission File No. 000-27349)

     3.1(c)(+)  Certificate  of  Amendment  to Articles of  Incorporation  filed
          September  10,  1998  changing  the  name  of the  Company  to  ZiaSun
          Technologies,  Inc.  (Incorporated  by reference from the Registrant's
          Registration  Statement  on  Form  10-SB  filed  September  16,  1999,
          Commission File No. 000-27349)

                                       77
<PAGE>
     3.1(d)(+) Certificate  filed pursuant to NRS Section 78.207.  (Incorporated
          by  reference  from the  Registrant's  Registration  Statement on Form
          10-SB filed September 16, 1999, Commission File No. 000-27349)

     3.1(e)(+)  Restated  Article  of  Incorporation   filed  August  16,  1999.
          (Incorporated   by  reference  from  the   Registrant's   Registration
          Statement on Form 10-SB filed September 16, 1999,  Commission File No.
          000-27349)

     3.1(f)(+)  Restated  Article  of  Incorporation  filed  November  3,  2000.
          (Incorporated  by reference  from the  Registrant's  Current Report on
          Form 8-K filed on November 3, 2000).

     3.2(+) Amended and Restated  By-laws.  (Incorporated  by reference from the
          Registrant's  Registration Statement on Form 10-SB filed September 16,
          1999, Commission File No. 000-27349

     3.3(+)  Restated  By-laws  dated  November  3,  2000.  .  (Incorporated  by
          reference  from the  Registrant's  Current Report on Form 8-K filed on
          November 3, 2000).

     10.1(+) License Agreement  between Fountain Fresh  International and Katori
          Consultants,  Ltd.  dated April 17, 1997.  (Incorporated  by reference
          from the  Registrant's  Registration  Statement  on Form  10-SB  filed
          September 16, 1999, Commission File No. 000-27349)

     10.2(+) Assignment of License Agreement by Katori  Consultants Ltd., to the
          Company  dated April 18, 1999.  (Incorporated  by  reference  from the
          Registrant's  Registration Statement on Form 10-SB filed September 16,
          1999, Commission File No. 000-27349)

     10.3(+) Unsecured  Promissory Note for $50,000 from  Asai4sale.com in favor
          of the Company dated March 31, 1999.  (Incorporated  by reference from
          the Registrant's  Registration Statement on Form 10-SB filed September
          16, 1999, Commission File No. 000-27349)

     10.4(+) Stock Option Agreement  between Brian Hodgson and the Company dated
          March 25,  1999.  (Incorporated  by  reference  from the  Registrant's
          Registration  Statement  on  Form  10-SB  filed  September  16,  1999,
          Commission File No. 000-27349)

     10.5(+) Agreement  between the Company and Global Direct Marketing  Limited
          dated  February  12,  1999.   (Incorporated   by  reference  from  the
          Registrant's  Registration Statement on Form 10-SB filed September 16,
          1999, Commission File No. 000-27349)

     10.6(+) Agreement  between  Asia4sale.com,  Ltd., and Hong Kong Telecom IMS
          dated March 29, 1999. (Incorporated by reference from the Registrant's
          Registration  Statement  on  Form  10-SB  filed  September  16,  1999,
          Commission File No. 000-27349)

     10.7(+)  Agreement  between  Momentum  Internet,  Inc.,  and Hays  Business
          Systems  dated  April 1, 1999.  (Incorporated  by  reference  from the
          Registrant's  Registration Statement on Form 10-SB filed September 16,
          1999, Commission File No. 000-27349)

                                       78
<PAGE>
     10.8(+) Loan  Agreement  between  Momentum  Asia,  Inc.  (formerly  New Age
          Publications,   Inc.)  and   Touchstone   Transport   Services,   Inc.
          (Incorporated   by  reference  from  the   Registrant's   Registration
          Statement on Form 10-SB filed September 16, 1999,  Commission File No.
          000-27349)

     10.9(+)  Real  Estate  Mortgage  Momentum  Asia,  Inc.  (formerly  New  Age
          Publications,   Inc.)  and   Touchstone   Transport   Services,   Inc.
          (Incorporated   by  reference  from  the   Registrant's   Registration
          Statement on Form 10-SB filed September 16, 1999,  Commission File No.
          000-27349)

     10.10(+) Subscribers  Agreement between Momentum Asia, Inc.,  (formerly New
          Age Publications,  Inc.), and Torquay Associates Ltd. (Incorporated by
          reference from the Registrant's  Registration  Statement on Form 10-SB
          filed September 16, 1999, Commission File No. 000-27349)

     10.11(+) Reuters  Investor  Distribution  Agreement with Momentum  Internet
          Inc.,  dated  April 22,  1999.  (Incorporated  by  reference  from the
          Registrant's  Registration Statement on Form 10-SB filed September 16,
          1999, Commission File No. 000-27349)

     10.12(+) Market Datafeed Service Agreement with Stock Exchange  Information
          Services  Limited dated May 3, 1999.  (Incorporated  by reference from
          the Registrant's  Registration Statement on Form 10-SB filed September
          16, 1999, Commission File No. 000-27349)

     10.13(+) Agreement  between  Momentum  Internet,  Inc.,  and Options Direct
          dated May 18, 1999.  (Incorporated  by reference from the Registrant's
          Registration  Statement  on  Form  10-SB  filed  September  16,  1999,
          Commission File No. 000-27349)

     10.14(+) Agreement between  Asia4sale.com,  Ltd., and Karrex dated June 25,
          1999.  (Incorporated by reference from the  Registrant's  Registration
          Statement on Form 10-SB filed September 16, 1999,  Commission File No.
          000-27349)

     10.15(+) Agreement between Momentum Internet, Inc., and United Mok Ying Kie
          Limited  dated June 29,  1999.  (Incorporated  by  reference  from the
          Registrant's  Registration Statement on Form 10-SB filed September 16,
          1999, Commission File No. 000-27349)

     10.16(+) Reuters Service Contract with Momentum Internet Inc. (Incorporated
          by  reference  from the  Registrant's  Registration  Statement on Form
          10-SB filed September 16, 1999, Commission File No. 000-27349)

     10.17(+)  Online  Stock  Trading  Agreement  between  Swiftrade,  Inc.  and
          WdoT.rade Inc. dated July 1, 1999. (Incorporated by reference from the
          Registrant's  Registration Statement on Form 10-SB filed September 16,
          1999, Commission File No. 000-27349)

     10.18(+) Lease Agreement between the Company and Propco L.P.  (Incorporated
          by  reference  from the  Registrant's  Registration  Statement on Form
          10-SB filed September 16, 1999, Commission File No. 000-27349)

                                       79
<PAGE>
     10.19(+)   Addendum   to  Lease   between   the  Company  and  Propco  L.P.
          (Incorporated   by  reference  from  the   Registrant's   Registration
          Statement on Form 10-SB filed September 16, 1999,  Commission File No.
          000-27349)

     10.20(+) Tenancy  Agreement  between Momentum  Associates  Limited and Hong
          Kong  Finance   Property  Company  Limited  dated  December  1,  1998.
          (Incorporated   by  reference  from  the   Registrant's   Registration
          Statement on Form 10-SB filed September 16, 1999,  Commission File No.
          000-27349)

     10.21(+) Contract of Lease between Rebecca A. Ynares and Momentum  Internet
          (Philippines)  Inc. dated December  1998.  (Incorporated  by reference
          from the  Registrant's  Registration  Statement  on Form  10-SB  filed
          September 16, 1999, Commission File No. 000-27349)

     10.22(+) First Amendment to Contract of Lease between Rebecca A. Ynares and
          Momentum Internet  (Philippines) Inc.  (Incorporated by reference from
          the Registrant's  Registration Statement on Form 10-SB filed September
          16, 1999, Commission File No. 000-27349)

     10.23(+)  Contract  of  Lease  between  Philippine   International  Trading
          Corporation and Momentum Internet  (Philippines) Inc. (Incorporated by
          reference from the Registrant's  Registration  Statement on Form 10-SB
          filed September 16, 1999, Commission File No. 000-27349)

     10.24(+) Sublease  Agreement  between Philexcel  Textiles  Incorporated and
          Momentum   Asia,   Inc.   (formerly   New  Age   Publications,   Inc.)
          (Incorporated   by  reference  from  the   Registrant's   Registration
          Statement on Form 10-SB filed September 16, 1999,  Commission File No.
          000-27349)

     10.25(+) Amended Sublease Agreement between Philexcel Textiles Incorporated
          and  Momentum  Asia,  Inc.  (formerly  New  Age  Publications,   Inc.)
          (Incorporated   by  reference  from  the   Registrant's   Registration
          Statement on Form 10-SB filed September 16, 1999,  Commission File No.
          000-27349)

     10.26(+) Lease Agreement between EsNET Properties L.C. and Online Investors
          Advantage,  Inc., dated May 25, 1999.  (Incorporated by reference from
          the Registrant's  Registration Statement on Form 10-SB filed September
          16, 1999, Commission File No. 000-27349)

     10.27(+) Lease  Agreement  between  Dc Mason  Ltd.,  and  Online  Investors
          Advantage,  Inc.,  dated October 7, 1998.  (Incorporated  by reference
          from the  Registrant's  Registration  Statement  on Form  10-SB  filed
          September 16, 1999, Commission File No. 000-27349)

     10.28(+) Lease  Agreement  between  Gordon  Jacobson  and Online  Investors
          Advantage,  Inc., dated June 22, 1999. (Incorporated by reference from
          the Registrant's  Registration Statement on Form 10-SB filed September
          16, 1999, Commission File No. 000-27349)

     10.29(+)  Employment  Agreement  and Stock  Option  between the Company and
          Allen D. Hardman dated July 1, 1997.  (Incorporated  by reference from
          the Registrant's  Registration Statement on Form 10-SB filed September
          16, 1999, Commission File No. 000-27349)

                                       80
<PAGE>
     10.30(+) Amendment to Employment Agreement between the Company and Allen D.
          Hardman. (Incorporated by reference from the Registrant's Registration
          Statement on Form 10-SB filed September 16, 1999,  Commission File No.
          000-27349)

     10.31(+) Non-Qualified Stock Option Agreement between the Company and Allen
          D.  Hardman.   (Incorporated   by  reference  from  the   Registrant's
          Registration  Statement  on  Form  10-SB  filed  September  16,  1999,
          Commission File No. 000-27349)

     10.32(+) Agreement  between  Momentum  Associates  Limited and Peter Graham
          Daley.  (Incorporated by reference from the Registrant's  Registration
          Statement on Form 10-SB filed September 16, 1999,  Commission File No.
          000-27349)

     10.33(+)  Agreement  between  Momentum  Associates  Limited  and Anthony L.
          Tobin.  (Incorporated by reference from the Registrant's  Registration
          Statement on Form 10-SB filed September 16, 1999,  Commission File No.
          000-27349)

     10.34(+) Agreement between Momentum Internet Inc., and Crossbow Consultants
          Limited. (Incorporated by reference from the Registrant's Registration
          Statement on Form 10-SB filed September 16, 1999,  Commission File No.
          000-27349)

     10.35(+) Agreement between  Asia4sale.com Ltd., and Momentum Internet Inc.,
          dated March 25, 1999. (Incorporated by reference from the Registrant's
          Registration  Statement  on  Form  10-SB  filed  September  16,  1999,
          Commission File No. 000-27349)

     10.36(+) Consulting Agreement dated January 1, 2000 between the Company and
          Netgenesis Strategic Internet Marketing, Ltd.

     10.37(+) Client  Service  Agreement  dated  January  14,  2000  between the
          Company and Continental Capital & Equity Corporation.

     10.38(+) Common Stock  Purchase  Warrant  issued to  Continental  Capital &
          Equity Corporation.

     10.39(+) Registration  Rights Agreement between the Company and Continental
          Capital & Equity Corporation.

     10.40(+) Registration  Rights Agreement between the Company and Continental
          Capital & Equity  Corporation.  (Incorporated  by  reference  from the
          Registrant's  Annual Report on Form 10-KSB,  as amended,  filed on May
          12, 2000).

     10.41(+) Consulting  Agreement  dated January 1, 2000,  between the Company
          and Credico  Inc.  (Incorporated  by reference  from the  Registrant's
          Quarterly Report on Form 10-QSB, filed on May 22, 2000).

     10.42(+) Business  Agreement dated April 20, 2000,  between the Company and
          The McKenna Group.  (Incorporated  by reference from the  Registrant's
          Quarterly Report on Form 10-QSB, filed on May 22, 2000).

                                       81
<PAGE>
     10.43(+) Sale and  Purchase  Agreement  dated March 13,  2000,  between the
          Company and Paradym  Enterprises  Limited.  (Incorporated by reference
          from the Registrant's  Quarterly  Report on Form 10-QSB,  filed on May
          22, 2000).

     10.44(+) Shareholders'  Agreement between Momentum Internet,  Inc., Bensley
          Ltd.,   and  Paradym   Enterprises   Limited  dated  March  13,  2000.
          (Incorporated by reference from the  Registrant's  Quarterly Report on
          Form 10-QSB, filed on May 22, 2000).

     10.45(+) Merger  Agreement and Plan of  Reorganization  dated May 22, 2000,
          between the Company and Asia Prepress Technology,  Inc.  (Incorporated
          by reference from the Registrant's Current Report on Form 8-K filed on
          June 8, 2000).

     10.46(+) Merger  Agreement and Plan of  Reorganization  dated May 22, 2000,
          between the Company and Asia Internet Services.com, Inc. (Incorporated
          by reference from the Registrant's Current Report on Form 8-K filed on
          June 8, 2000).

     10.47(+)   Amendment  to   Agreement   between  the  Company  and  the  OIA
          Shareholders  dated May 31, 2000.  (Incorporated by reference from the
          Registrant's Quarterly Report on Form 10-Q filed on August 17, 2000).

     10.48(+) Venture Fund  Agreement  between the Company and The McKenna Group
          dated July 3, 2000.  (Incorporated  by reference from the Registrant's
          Quarterly Report on Form 10-Q filed on August 17, 2000).

     10.49(+) Amended and  Restated  Employment  Agreement  and Stock  Option of
          Allen D. Hardman dated August 2, 2000. (Incorporated by reference from
          the  Registrant's  Quarterly  Report on Form 10-Q  filed on August 17,
          2000).

     10.50(+) Share Purchase  Agreement dated August 22, 2000  (Incorporated  by
          reference  from the  Registrant's  Current Report on Form 8-K filed on
          August 22, 2000).

     16.1(+) Letter of HJ &  Associates,  LLC,  dated  October 9,  2000,  to the
          Securities and Exchange Commission (Incorporated by reference from the
          Registrant's Current Report on Form 8-K filed on October 3, 2000).

     21(+)(+) Subsidiaries of the Registrant

     24(+) Power of Attorney

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

     (+)      Previously filed.
     (++)     Filed herewith.

                                       82
<PAGE>
     (b) Reports on Form 8-K.

     On  October  3,  2000,  the  Company  filed a  Current  Report  on Form 8-K
reporting under Item 2, the acquisition of Seminar Marketing Group, Inc.

     On  October  10,  2000,  the  Company  filed a  Current  Report on Form 8-K
reporting  under  Item  4,  the  change  of  the  Company's  independent  public
accountants  from HJ &  Associates  LLC, to BDO Seidman,  LLP,,  effective as of
Oxctober 3, 2000.

     On  October  18,  2000,  the  Company  filed a  Current  Report on Form 8-K
reporting under Item 2, the acquisition of Memory Improvement Systems, Inc.

     On  October  27,  2000,  the  Company  filed a  Current  Report on Form 8-K
reporting  under Item 5, the  settlement of the pending  litigation  between the
Company and all presently  pending  litigation in the case ZIASUN  TECHNOLOGIES,
INC. V. FLOYD D.  SCHNEIDER,  ET AL.,  United  States  District  Court,  Western
District of Washington,  C99-1025,  and JOAKIMIDIS V. CRAGUN,  ET AL.,  Superior
Court of California, County of San Diego, Case No. 730826.

     On  November  20,  2000,  the  Company  filed a Current  Report on Form 8-K
reporting under Item 5, the results of the Annual Meeting of  shareholders  held
on November 3, 2000.

     There were no other reports on Form 8-K filed during the fourth  quarter of
2000 covered by this report.

                                  EXHIBIT INDEX
                                  -------------

     The following Exhibit Index sets forth the Exhibit attached hereto

                                       83
<PAGE>
                                   SIGNATURES
                                   ----------

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the Undersigned, thereunto duly authorized.


                                                  ZIASUN TECHNOLOGIES, INC.
                                                  A Nevada Corporation


Dated: August 2, 2001                            /S/ D. Scott Elder
                                                 -------------------------------
                                                 By: D. Scott Elder
                                                 Its: Chairman of the Board and
                                                 Chief Executive Officer


Dated: August 2, 2001                            /S/ Allen D. Hardman
                                                 -------------------------------
                                                 By: Allen D. Hardman
                                                 Its: President and COO



Dated: August 2, 2001                            /S/ Ross W. Jardine
                                                 -------------------------------
                                                 By: Ross W. Jardine
                                                 Its: Vice President and
                                                 Chief Financial Officer

                                       84
<PAGE>
                                   Exhibit 21
                                   ----------
                                  Subsidiaries

Online  Investors  Advantage,  Inc.  ("OIA") a  wholly-owned  subsidiary  of the
     Company  provides   in-depth  consumer  training  in  the  optimum  use  of
     Internet-based  investment and financial  management tools and services via
     workshops, home study, and online subscriptions. OIA recently expanded into
     the  International  marketplace.  OIA has a current  customer  base of some
     12,000 individuals.  In addition,  OIA has a strategic working relationship
     with its primary data provider,  Telescan,  Inc. OIA and its data providers
     have  formed  "InvestorToolbox"  (www.investortoolbox.com),  a  proprietary
     website for its subscribers for ongoing  investment  analysis and portfolio
     management.

Momentum Asia, Inc. ("MAI"),  a wholly-owned  subsidiary of the Company provides
     printing  and direct  mail  services  for its  clients.  Its  services  are
     actively  marketed  to  various  corporations.   MAI  has  been  marginally
     profitable and has been having  difficulty  sustaining its operation due to
     the dramatic  economic  downturn in the Philippines.  Given this, ZiaSun is
     currently in negotiations to sell MAI.

Asia Prepress  Technologies,  Inc.,  ("APT"),  a wholly-owned  subsidiary of the
     Company,  is headquartered in Glen Burnie,  Maryland with operations in the
     Philippines.  APT provides a true 24/7 keyboarding operation for conversion
     of books and other hard-copy documents into a searchable  electronic format
     via the Internet.  APT's double-key data entry, comparison and verification
     analysis,  along with proofreading by a quality control source for all data
     entry work completed  ensures a 99.99% accuracy level for its transcription
     services.  APT also provides data  conversion  services,  rendered line art
     services,  LaTex editing,  SGML/HTML/XML  keying and coding, and Quark Page
     Makeup.   APT's   other   services   include   Web  Page   design   and  CD
     replication/duplication  along with providing  label and cover printing for
     CD's. APT has a large labor pool of English speaking, well educated workers
     within low-cost  incentive-rich  Special Economic Zones in the Philippines.
     APT's primary customer base is typesetting/composition  prepress operations
     in the  publishing  field,  but it also is  doing  work for  groups  in the
     medical, legal, accounting and private industry fields. Anyone who has data
     that requires conversion or manipulation into various electronic formats is
     a potential customer for APT. Major competitors of APT include Innodata and
     Sencor.

Asia Internet Services.com,  Inc., ("AIS") is also headquartered in Glen Burnie,
     Maryland  with  operations  in  the  Philippines.   It  is  an  outsourcing
     contractor  providing packages of specialized support services for Internet
     and IT firms with  high-volume  response  needs.  Services  include  e-mail
     response,  order  taking,  correspondence,  billing and  service  inquires.
     Pricing  is based at a starting  point of $6.00 per hour for each  employee
     required. The primary customer base is small to mid-size companies who wish
     to avoid setting up labor intensive customer service branches. AIS provides
     alternative  outsourcing in order to save companies time and money allowing
     them to  concentrate on their core  competencies.  Service is provided on a
     24/7 basis.  Major  competitors of AIS include  Brigade,  Startek and Swift
     Response.

Seminar Market Group,  Inc. ("SMG") a wholly owned  subsidiary of OIA,  provides
     various  marketing and support  services for OIA. SMG provides the in-house
     telephone marketing and consulting for OIA's marketing process.

Memory Improvement  Systems,  Inc.  ("MIS"),  a wholly-owned  subsidiary of OIA,
     provides  platform speaking services as well as the recruiting and training
     of professional presenters for OIA's 90-minute introductory seminars.

Online Investors Advantage Asia Pacific PTE Ltd., ("OIA Singapore"), a Singapore
     corporation, formed on Janaury 17, 2001, is a partially owned subsidiary of
     OIA, which is a wholly-owned  subsidiary of the Company. OIA is a 75% owner
     and Hon Leong Chong and Eric Tan,  collectively  own 25%. OIA Singapore was
     formed  in  order  to  expand  OIA's  business  in the  Asian  marketplace,
     including the performance of marketing  services,  the  distribution of the
     Online materials and holding of workshops  though out Singapore,  Malaysia,
     Brunei and Hong Kong.

MKZ  Fund, LLC ("MKZ"), a Delaware  limited-liability  company. MKZ, an acronym,
     which stands for "McKenna-ZiaSun",  is a venture fund (The Fund) created by
     ZiaSun  Technologies  and The McKenna Group (TMG).  The  agreement  between
     ZiaSun and The McKenna  Group was finalized  during August 2000.  The Fund,
     which is structured to make highly  selective  investments in  early-stage,
     primarily  business-to-business  (B2B) Internet technology companies,  is a
     partially-owned  subsidiary  of the  Company,  in which the  Company is the
     owner of a 60% membership interest with The McKenna Group, Inc., owning 40%
     membership interest.

Asia4Sale.com,  Inc.  The Company owns a 25% equity  interest in  Asia4sale.com,
     Inc.