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

                                 FORM 10-KSB/A-3

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

              For the Fiscal Year Ended: December 31, 1999

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

              For the Transition Period From ____ to ____

             ------------------------------------------------------
                         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)


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

     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
                          -----------------------------
                                (Title of Class)

     Check  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 [ ]

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B 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-KSB
or any amendment to this Form 10-KSB. [X]

     The  issuer's   revenues  for  the  year  ended   December  31,  1999  were
$27,220,240.

     As  of  March  31,  2000  there  were  27,230,018  million  shares  of  the
Registrant's  Common Stock  outstanding  and the aggregate  market value of such
shares held by  non-affiliates  of the  Registrant  (based on the closing bid of
such  shares  on the OTC  Bulletin  Board on March 31,  2000) was  approximately
$210,131,842.

     Documents Incorporated by Reference: See Exhibit List.

     Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

<PAGE>
                            ZIASUN TECHNOLOGIES, INC.

                                   FORM 10-KSB

                   For The Fiscal Year Ended December 31, 1999

                                      INDEX

                                     PART I
                                                                          Page
                                                                          ----
Item 1. Description of Business .......................................    1

Item 2. Description of Properties......................................    21

Item 3. Legal Proceedings .............................................    22

Item 4. Submission of Matters to a Vote of Security Holders ...........    22

                                     PART II

Item 5. Market for Common Equity and Related Stockholder Matters.......    22

Item 6. Management Discussion and Analysis or Plan of Operation .......    23

Item 7. Financial Statements ..........................................    26

Item 8. Changes in and Disagreements With Accountants on Accounting
         and Financial Disclosures ....................................    46

                                    PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act ............    46

Item 10. Executive Compensation .......................................    50

Item 11. Security Ownership of Certain Beneficial Owners
          and Management ..............................................    52

Item 12. Certain Relationships and Related Transactions ...............    54

Item 13. Exhibits and Reports on Form 8-K .............................    56

Signatures ............................................................    60

                                      (i)
<PAGE>
     This Annual Report on Form 10-KSB and the documents  incorporated herein by
reference contain forward-looking statements that have been made pursuant to the
provisions  of the  Private  Securities  Litigation  Reform  Act of  1995.  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
13 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.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

     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  incorporated  for the purpose of  executive
search and recruitment of employees for businesses.  The Company  currently owns
Internet  based  operations  and holdings.  The Company  believes the continuing
shift  of  consumers  from  conventional  shopping  practices  and  distribution
channels to  internet-based  services,  along with the huge growth  potential of
International   Internet   usage  will   provide   significant   future   growth
opportunities for its various e-commerce activities.

     The Company  actively seeks to acquire,  structure,  manage and consolidate
other select holdings  through its  wholly-owned  subsidiaries  operating in the
U.S. and in foreign  markets.  The objective is to acquire  holdings  which will
provide  marketing and operating  synergy with one another,  are well positioned
and profitable in their targeted  markets,  and/or have  demonstrated  technical
expertise in certain  areas of  e-commerce.  While the Company  pursues  certain
business  opportunities,  alliances  and  joint  ventures,  which  will  enhance
profitable growth and development,  and help maximize the shareholders'  equity,
the company does not typically openly advertise to attract such opportunities.

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

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

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

                                       1
<PAGE>
     The Company is diversified enough to not be dependent on any single product
or service.  Rather, the wholly-owned  subsidiaries publish,  market and service
many web products and services,  and maintain the necessary  value-added support
for  these  products  and  services.  Therefore,  any of the  Company's  groups,
Internet products or services, or joint ventures could be a stand-alone company.
This  creates  opportunities  for sale or spin off of any  holdings  in order to
maximize shareholder equity.

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

Recent Developments.
--------------------

     During 1999, the Company undertook several  acquisitions  and/or mergers to
diversify and enter some technology-based arenas.

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

     On March 25, 1999, the Company  entered into an  Acquisition  Agreement and
Plan of  Reorganization,  under which the Company would  acquire  Asia4sale.com,
Ltd.,  ("Asia4sale"),  a Hong Kong Registered Company. In exchange for 99 of the
100 shares of Asia4sale, the Company issued 100,000 (post-split adjusted) shares
of restricted  common stock and paid $15,000 cash to the majority  holder of the
capital stock of Asia4sale,  thereby  virtually  making Asia4sale a wholly-owned
subsidiary of the Company.  In addition,  the Company made an unsecured  loan of
$50,000 to Asia4sale upon closing of the acquisition and agreed to issue one (1)
additional  share of  restricted  common  stock for each two dollars  ($2.00) of
actual  earnings  of  Asia4sale  for the  period  from  April 1,  1999,  through
September 31, 2000. Actual earnings of Asia4sale which are defined as net income
before income taxes,  depreciation  and interest expense were zero from April 1,
1999  through  September  30,  1999.  Asia4sale  is in the  business of Internet
related  international  e-commerce.  In  addition,  the  Company was granted the
option to  repurchase  the 100,000  (post split  adjusted)  shares issued in the
acquisition  of  Asia4sale  for a period of one (1) year at a price of $3.00 per
share in the event that  Asia4sale  fails to reach  positive  cash flow from its
operations by September 30, 2000. As of the date of this registration statement,
Asia4sale has not yet reached  positive cash flow. The acquisition was completed
on May 12, 1999.

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

     On March 31, 1999, the Company  entered into an  Acquisition  Agreement and
Plan of  Reorganization,  under which the Company would acquire Online Investors
Advantage  Incorporated  ("OIA"), a Utah corporation.  OIA is in the business of
training individual  investors how to effectively use the financial planning and
investment  tools  available  on the  internet  to manage  their own  investment
portfolios.  The training is  structured  around a five-step  discipline,  which
includes  searching for an  investment,  evaluating the investment and assessing
the risk,  timing the purchase,  establishing  an exit point and  monitoring the
investment. This is done through live workshops, and video-based,  self-directed
home  learning  programs,  which  include the use of OIA's  proprietary  website
www.investortoolbox.com.  In exchange  for all of the capital  stock of OIA, the
Company issued 1,000,000 (post-split adjusted) shares of restricted common stock
and  paid  $400,000  in cash,  all of  which  was  distributed  pro-rata  to the
shareholders  of  OIA,  thereby  making  OIA a  wholly-owned  subsidiary  of the
Company. In addition,  the Company issued 5,000,000 (post-split adjusted) shares

                                       2
<PAGE>
pro-rata to the  shareholders  of OIA. Those shares are currently  being held in
escrow in accordance with the terms of the adjustment provision set forth in the
acquisition agreement,  based on anticipated earnings of at least $2,500,000 for
OIA for the period from April 1, 1999,  through  March 31, 2000. As set forth in
the terms of the acquisition agreement, in the event that the actual earnings of
OIA are less than $2,500,000, for the specified period, then the total number of
shares being held in escrow shall be reduced on a one-share basis for each $1.00
of actual  earnings  of OIA less than  $2,500,000.  In the event that the actual
earnings of OIA is greater than  $2,500,000,  then the Company  shall issue such
additional  shares on the basis of one additional share for each $1.00 of actual
earnings of OIA greater than $2,500,000.  The acquisition was completed on April
7, 1999.  The actual  earnings  which are  defined as net income  before  income
taxes,  depreciation and interest expense, were approximately $3,700,000 through
April 1, 1999.

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

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

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


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

     This is the Company's  largest revenue  producing group. It constitutes 86%
of net  revenues  for the twelve  months  ended June 30,  1999.  E-learning  and
training  constitute  the  major  portion  of the  Company's  current  business.
Front-end  revenues are generated from  memberships,  subscriptions,  attendance
fees for live workshops in major cities worldwide; and sales of Internet, audio,
and video  home-study  programs.  At the same time, OIA helps build loyalty for,
and cross promotes other Internet Consumer Services offered by the Company.  The
Company's  online  financial  services portal,  Swiftrade,  generates  front-end
revenue from  referral  fees per trading  account;  but  projects  substantially
higher future revenues from backend fees from transactions  (orders), and profit
sharing  agreements with its broker/dealer  partners on various stock exchanges.
Asia4sale  will  generate  front-end  revenue from sales of regional  e-commerce
franchises,  while  building a substantial  free retail  franchise  structure to
serve as the  distribution  base for the products  and  services  offered by the
Asia4sale "store."

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

     The  company   generates  flat  fees  and  fees  per   impression,   visit,
click-through,  or sign up for online advertisers of all types.  Impressions are
generated by high traffic to the Company's websites, swiftrade.com, a portal for
stock trading in the USA, Hong Kong and the UK; mfinance.com, allows some 10,000
registered  subscribers  to access certain Asian business and financial news fed
by AFX-Asia a joint  venture  with France  Presse and the  "Financial  Times" of
London;  searchdragon.com,  an Asia business  directory  listing more than 5,000
Asian business websites;  mediahits.com, an advertising banner network, and by a
large  volume of  banners  placed on those  PINmail  pages  used by the  general
public. It constitutes 7% of net revenues for the year ended December 31, 1999.

                                       3
<PAGE>
     Internet Support Services
     -------------------------
<TABLE>
<CAPTION>
                                   Primary
     Revenue From                  Operating Subsidiary     Product/Service
     ------------                  --------------------     ---------------
     <S>                           <C>                      <C>
     E-Mail Customer Service       Momentum Asia            ServiceLive
     Telephone Customer Service    Momentum Asia            ServiceLive
     Database Management           Momentum Asia            ServiceLive/
                                                            Momentum Direct
</TABLE>

     The support services  furnished by this group include  responding to e-mail
and  telephone  inquiries  via return  e-mail  and  telephone.  Those  inquiries
typically include questions regarding;  trading accounts,  password information,
billing and  technical  questions  for  PINmail  accounts,  MediaHits,  Mfinance
subscribers  and  Asia4Sale  stores.  This group also  responds to inquiries for
banner  advertising and co-branded  websites.  Working from internet  databases,
where customer information is stored, the customer service personnel are trained
to answer  frequently  asked questions  regarding  opening new accounts.  Future
revenue will be derived from monthly  fees paid by  non-related  customers.  The
support  services are being offered to webmasters of other  websites,  which are
currently  being  serviced from  high-cost  areas of the world.  The Company has
space for substantial expansion,  operates out of a very low-cost region, and is
negotiating  with  several  potentially  large users of the  service,  including
E*Trade Group, GE Capital, and Asia Pre-Press Technologies,  a US-based company.
The  proposal  for E*Trade  Group has been  submitted  to the Vice  President of
Service Quality. According to E*Trade management, the proposal is temporarily on
hold  until  they reach  capacity  in their new  customer  service  facility  in
Atlanta.  The proposal  for GE Capital is in process,  and  responses  are being
prepared to numerous  questions  regarding the Company's ability to handle their
back office and technical support  requirements.  There is a verbal agreement in
place with Asia Pre-Press  Technologies to e-mail customer  service and database
encoding services.  APPT has numerous  U.S.-based  customers.  Quantifiable cost
savings  can be  achieved  by  client  users of  ServiceLive,  at the same  time
allowing the Company to generate  positive cash flow due to its  established low
cost base. It makes up 7% of net revenues for the year ended December 31, 1999.

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

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

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

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

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

                                       4
<PAGE>

     Summary:
     --------

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

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

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

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

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

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

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

                                       5
<PAGE>
     Neither the Company nor any of its subsidiaries is directly involved in the
brokerage business, or owns or operates an "online brokerage." The Company is in
the business of web site  creation,  management  and  introduction.  The Company
introduces  the web site to the  general  public  using a  variety  of  methods,
including some of its own high traffic Internet technology.

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

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

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

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

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

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

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

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

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

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

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

                                       6
<PAGE>

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

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

Target Markets
--------------

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

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

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

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

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

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

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

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

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

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

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

                                       7
<PAGE>
     Emerging global procurement will require  international vendor expertise to
create and manage  complex  electronic  supply  chains  composed of thousands of
manufacturers, distributors, forwarders and buyers located throughout the world.
The overlap  between  e-commerce in the Pacific Rim and e-commerce in the USA is
substantial.  American  companies  continually  outsource  many  labor-intensive
manufacturing processes in this region.

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

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

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

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

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

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

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

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

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

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

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

                                       8
<PAGE>
Marketing Plan
--------------

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

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

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

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

     The Marketing Plan includes three levels of marketing activity:

     LEVEL 1.
     --------

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

     LEVEL 2.
     -------

     The second level includes two categories:

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

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

     LEVEL 3.
     -------

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

                                       9
<PAGE>
     The same direct marketing capacity the Company offers to contract customers
is used to promote the Company's  frontline revenue  generators.  Impressions on
the high-traffic free sites are recorded and classified in a tailored  database,
which is in itself a  valuable  asset.  The sales  force  then  selectively  and
directly  promotes the appropriate  services to each category of net user. While
the Company's  revenue-earning  services also use the more traditional marketing
methods  employed by their  competitors,  the large base of potential  customers
developed by the Company's  high-traffic  sites should  provide a leverage point
over competition.

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

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

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

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

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

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

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

                                       10
<PAGE>
Distribution methods of the products or services
-------------------------------------------------

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

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

Status of any publicly announced new product or services
--------------------------------------------------------

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

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

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

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

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

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

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

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

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

Competitive  business conditions and the Company's  competitive  position in the
industry and methods of competition
--------------------------------------------------------------------------------

     There are numerous  companies engaged in endeavors similar to those engaged
in by the Company;  many of these companies have substantial  current assets and
cash  reserves.  Competitors  also include 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.

Sources and availability of raw materials and names of principal suppliers
--------------------------------------------------------------------------

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

Dependence on one or a few major customers
------------------------------------------

     The Company  believes  that the  diversity  of the  products  and  services
offered alleviates the dependence on any customer. Through the widespread use of
the  Company's  and its  subsidiaries'  products and  services,  in  multimedia,
electronic commerce,  publishing,  Internet and other developing industries, the
Company will develop a wide base of customers. No customer in 1999 accounted for
more than 10% of the net sales.

Patents,  trademarks,  license, franchises,  concessions,  royalty agreements or
labor contracts
--------------------------------------------------------------------------------

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

Need for Government approval
----------------------------

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

Effect of existing or probable governmental regulations on the business.
------------------------------------------------------------------------

     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
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.

                                       12
<PAGE>
     The  Company is also  required  to file  annual  reports on Form 10-KSB and
quarterly  reports on Form 10-QSB with the  Commission on a regular  basis,  and
will be required to timely disclose  certain events (e.g.,  changes in corporate
control;  acquisitions or  dispositions of a significant  amount of assets other
than in the ordinary course of business;  and bankruptcy) in a Current Report on
Form 8-K.

     The  Company  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.

Research and Development
------------------------

     Research  and  Development  ("R&D")  expenditures  for each of the last two
fiscal  years,   1999  and  1998,   was   approximately   $73,062  and  $33,657,
respectively,  which was comprised of the cost of man power and personnel in the
development  of its products and services.  In some cases (as described  above),
customer contracts require direct payment for specific development requirements.

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

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

Number of total employees and number of full time employees.
------------------------------------------------------------

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

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

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

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

     Risks of "Penny  Stock."
     ------------------------

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

                                       13
<PAGE>
     A principal  exclusion  from the  definition  of a penny stock is an equity
security that has a price of five dollars ($5.00) of more,  excluding any broker
or dealer commissions, markups or markdowns. As of the date of this Registration
Statement  the  Company's  common stock has a price in excess of $5.00 and would
not be deemed a penny stock.

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

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

     Competition.
     ------------

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

                                       14
<PAGE>
exists for experienced technical and other personnel.  There can be no assurance
that the  Company  will be able to compete  effectively  with  current or future
competitors or that such  competition will not have a material adverse effect on
the Company's  business,  financial  condition and operating results.  While the
Company hopes to be competitive  with other similar  companies,  there can be no
assurance that such will be the case.

     Volatile Market for Common Stock.
     ---------------------------------

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

     Dependence on Key Employees.
     ----------------------------

     Historically,  the Company and its subsidiaries have been heavily dependent
on the  ability  of D.  Scott  Elder,  Ross  W.  Jardine,  Anthony  Tobin,  Eric
Montandon,  Allen D.  Hardman,  Scott  Harris 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.

     Discretionary Use of Proceeds.
     ------------------------------

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

     Unascertainable Risks Associated with Potential Future Acquired Businesses.
     ---------------------------------------------------------------------------

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

                                       15
<PAGE>
     Risks Associated with Acquisitions, Strategic Relationships.
     ------------------------------------------------------------

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

     Uncertain Structure of Future Acquisitions.
     -------------------------------------------

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

     Conflicts of Interest; Related Party Transactions.
     --------------------------------------------------

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

     Risks Associated with 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

                                       16
<PAGE>
systems of third  parties whom the we utilize could slow down  significantly  or
fail for a variety  of reasons  including:  undetected  errors in the  Company's
internal  software  programs or computer  systems;  the  Company's  inability to
effectively  resolve any errors in the Company's  internal  software programs or
computer systems once they are detected; or heavy stress placed on the Company's
system  during  certain peak hours of usage of either the  Company's  own or its
third party  provider  systems.  If the  Company's  systems or any other systems
which the  Company  relies on slow down  significantly  or fail even for a short
time,  the  Company's  customers  would suffer delays and  dissatisfaction.  The
Company could experience  future system failures and  degradations.  The Company
could  experience a number of adverse  consequences as a result of these systems
failures  including the loss of existing  customers and the inability to attract
or retain new customers.  There can be no assurance  that the Company's  network
structure or those of third party service  providers will operate  appropriately
in any of the following  events:  subsystem,  component or software  failure;  a
power or telecommunications  failure; human error; an earthquake,  fire or other
natural disaster; or an act of God or war. There can be no assurance that in any
such event,  we will be able to prevent an extended  systems  failure.  Any such
systems failure that interrupts the Company's  operations  could have a material
adverse  effect on the  Company's  business,  financial  condition and operating
results.

     Risks Associated with Encryption Technology.
     --------------------------------------------

     A  significant  barrier to online  commerce is the secure  transmission  of
confidential  information over public networks. The Company 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  we use to protect  customer
transaction  data.  If any such  compromise  of the Company 's security  were to
occur,  it could  have a  material  adverse  effect on the  Company's  business,
financial condition and operating results.

     Risks Associated with Significant Fluctuations In Operating Results.
     --------------------------------------------------------------------

     The Company expects to experience  large  fluctuations in future  quarterly
operating  results that may be caused by many factors,  including the following:
the timing of  introductions  or enhancements to online  investing  services and
other products by the Company or its  competitors;  market  acceptance of online
investing  services  and  products;  the pace of  development  of the market for
online  commerce;  changes in trading  volume in securities  markets;  trends in
securities  markets;  domestic and  international  regulation  of the  brokerage
industry; changes in pricing policies by the Company or its competitors; changes
in  strategy;  the  success  of or costs  associated  with  acquisitions,  joint
ventures or other strategic  relationships;  changes in key personnel;  seasonal
trends;  the extent of international  expansion;  the mix of  international  and
domestic  revenues;  changes  in the  level of  operating  expenses  to  support
projected  growth;  and  general  economic  conditions.  The  Company  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

                                       17
<PAGE>
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 would be a material  adverse effect on the Company's  business,  financial
condition  and operating  results.  The rapid growth in the use of the Company's
services may 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 us.  Any  backlog  caused by a third  party's  inability  to expand
sufficiently  to meet the Company needs could have a material  adverse effect on
our  business,  financial  condition and operating  results.  As trading  volume
increases,  the  Company  may have  difficulty  hiring  and  training  qualified
personnel at the necessary  pace, and the shortage of licensed  personnel  could
cause a backlog in the  processing of orders that need review,  which could lead
to not only  unsatisfied  customers,  but also to liability for orders that were
not executed on a timely basis.

     Risks Associated with Early Stage of Market Development; and
     Dependence on Online Commerce and the Internet.
     --------------------------------------------------------------

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

                                       18
<PAGE>
     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
our products and services and adversely affect the Company's  operating results.
In October 1987 and October 1989, 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 or any of its subsidiaries presently holds any patents,
copyrights or  trademarks  for their  products or services  offered or the names
under  which  they  operate.  However,  the  Company  and its  subsidiaries  are
currently in the process of seeking  copyright and  trademark  protection of its
trade names and website addresses.  The Company's success and ability to compete
are dependent to a degree of the Company's and its subsidiary's name and product
recognition.  Accordingly,  the Company will primarily rely on copyright,  trade
secret and trademark law to protect our product,  services and brand names offer
or  under  which  the  Company  and its  subsidiaries  conduct  their  business.
Effective   trademark   protection  may  not  be  available  for  the  Company's
trademarks.  There can be no  assurance  that the Company will be able to secure
significant  protection for the Company's trademarks.  The Company's competitors
or others may adopt product or service names similar to the  Company's,  thereby
impeding the Company's  ability to build brand identity and possibly  leading to
customer  confusion.  The Company's inability to adequately protect our product,
brand,  trade names and trademarks  would have a material  adverse effect on the
Company's  business,  financial  condition  and operating  results.  Despite any
precautions  the Company  takes,  a third party may be able to copy or otherwise
obtain and use the Company's software or other proprietary  information  without
authorization   or  to  develop   similar   software   independently.   Policing
unauthorized use of the Company's technology is made especially difficult by the
global  nature of the  Internet  and  difficulty  in  controlling  the  ultimate
destination or security of software or other data transmitted on it. The laws of
other  countries  may  afford  us  little  or no  effective  protection  for the
Company's  intellectual  property.  There can be no assurance that the steps the
Company takes will prevent  misappropriation of the Company's technology or that
agreements  entered  into for that  purpose  will be  enforceable.  In addition,
litigation may be necessary in the future to enforce the Company's  intellectual
property rights; protect the Company's trade secrets; determine the validity and
scope  of the  proprietary  rights  of  others;  or  defend  against  claims  of

                                       19
<PAGE>
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 limited experience in providing investment services  internationally.  There
can be no assurance that the Company and the Company's subsidiaries will be able
to  market  the  Company's   branded  services  and  products   successfully  in
international  markets.  In addition,  there are certain risks inherent in doing
business in international  markets,  such as:  unexpected  changes in regulatory
requirements,  tariffs and other trade  barriers;  difficulties  in staffing and
managing foreign  operations;  political  instability;  fluctuations in currency
exchange  rates;  reduced  protection for  intellectual  property rights in some
countries;  seasonal reductions in business activity during the summer months in
Europe  and  certain  other  parts of the world;  and  potentially  adverse  tax
consequences.  Any of the foregoing  could  adversely  impact the success of the
Company's international operations.  Under these agreements,  the Company relies
upon third parties for a variety of business and regulatory  compliance matters.
The Company has limited control over the management and direction of these third
parties.  The Company runs the risk that their action or inaction could harm the
Company's  operations  and/or the goodwill  associated  with the Company's brand
names. As a result, the risk to our operations and goodwill is higher. There can
be no assurance that one or more of the factors  described above will not have a
material adverse effect on the Company's  future  international  operations,  if
any,  and,  consequently,  on our  business,  financial  condition and operating
results.

     Equity Price Risk.
     ------------------

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

                                       20
<PAGE>
     YEAR 2000 INFORMATION
     ---------------------

     Impact of Year 2000
     -------------------

     During  1999 we  completed  our  remediation  and  testing of our  platform
systems,  management support,  systems, and our internal information  technology
and  non-information   technology   systems.   Because  of  those  planning  and
implementation  efforts,  we  experienced  no  disruptions  in  our  information
technology  and  non-information  technology  systems  and  those  systems  have
successfully  responded  to the Year  2000  date  change.  We did not  incur any
significant expenses during 1999 in conjunction with remediating our systems. We
are not aware of any material problems  resulting from Year 2000 issues,  either
with our  products,  internal  systems,  or the  products  and services of third
parties. We will continue to monitor our mission critical computer  applications
and those of our  suppliers and vendors  throughout  the year 2000 to ensure any
latent Year 2000 matters arising are addressed promptly.

ITEM 2.  DESCRIPTION OF PROPERTIES

     ZiaSun's main office is located at 462 Stevens  Avenue,  Suite 106,  Solana
Beach,  California  92075.  This leased office  facility serves as the corporate
headquarters  for  ZiaSun  and  houses  the  corporate  offices  of the  BestWay
Beverages,  Inc., a wholly owned  subsidiary.  The leased  premises  consists of
approximately 4,658 square feet and is leased through December 31, 2002.

     MII through  its wholly  owned  subsidiary,  Momentum  Associates  Limited,
leases  approximately  2,000 square feet of office space in Wanchai,  Hong Kong.
This office space is leased  through  November 30,  2000.  This houses  Momentum
Internet administration and development staff.

     MII through its wholly owned  subsidiary,  Momentum  Internet Phils,  Inc.,
leases   approximately   1,275  square  fee  of  office  space  in  Pasig  City,
Philippines. This office space is leased on a month to month basis.

     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.

     OIA leases  approximately 4,440 feet of office space at 5252 North Edgewood
Drive,  Provo Utah which serves as  administrative  offices for OIA. This office
space is leased through July 20, 2004.

     OIA also leases  approximately  1,940  square  feet of office  space at 852
North 1430 West, Unit #3, Westpoint  Business Park, Orem Utah. This lease is for
a term of three years, through October 31, 2001, and serves as offices for OIA's
warehouse and fulfillment center.

     OIA also leases  approximately  2,000 square feet at the  Turnberry  Office
Park,  211 East 840 South,  Unit #15,  Orem Utah.  The  premises are leased on a
month to month  basis with a 60 days  notice to  terminate.  This lease is for a
term of three years and serves as offices for OIA's inside sales staff.

                                       21
<PAGE>
ITEM 3. LEGAL PROCEEDINGS

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

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

     ZiaSun Technologies, Inc. v. Financialweb.Com, Inc., et al.
     -----------------------------------------------------------

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

     With the exception of the legal proceedings set forth above, the Company is
not presently a party to any  litigation,  claim,  or assessment.  Further,  the
Company is  unaware of any  unasserted  claim or  assessment,  which will have a
material effect on the financial position or future operations of the Company.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter  was  submitted  during the  fourth  quarter  of the fiscal  year
covered by this report to a vote of security  holders,  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, 1999.

          Fiscal 1999                            High              Low
          ---------------------------------------------------------------
          First Quarter                          $17.500           $9.875
          Second Quarter                         $13.063           $6.094
          Third Quarter                          $13.380           $7.000
          Fourth Quarter                         $14.630           $6.970

     The above high and low trading prices reflect the adjustment as a result of
the 2-for-1 forward stock split which took effect on May 14, 1999.

                                       22
<PAGE>
     Holders
     -------

     There were  approximately  339  holders of record of the  Company's  Common
Stock as of December 31, 1999.

     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, 1999,  ZiaSun issued and/or sold
shares of unresgistered common stock in the following transactions:

     On March 25, 1999, in conjunction  with the  acquisition of  Asia4sale.com,
Ltd., a Hong Kong Registered Company ("Asia4sale"),  ZiaSun issued 100,000 (post
split adjusted) shares of restricted common stock, in exchange for 99 of the 100
shares  of  Asia4sale,   thereby  making  Asia4sale   virtually  a  wholly-owned
subsidiary of the Company.  ZiaSun sold Asia4sale in December 1999. On March 31,
1999, in conjunction with the acquisition of OIA, and in exchange for all of the
capital stock of OIA, ZiaSun issued  1,000,000  (post split adjusted)  shares of
"restricted"  common  stock,  thereby  making OIA a  wholly-owned  subsidiary of
ZiaSun. In addition, ZiaSun issued an additional 5,000,000 (post split adjusted)
shares (the "Escrow  Shares")  pro-rata to the  shareholders  of OIA. The Escrow
Shares  are  being  held in  escrow  pursuant  to the  terms  of the  adjustment
provision set forth in the acquisition agreement.

     On April 10, 1999,  ZiaSun issued 25,000  (post-split  adjusted)  shares of
"restricted"  common stock to Allen D. Hardman,  the current President of ZiaSun
upon the exercise by Mr. Hardman of the vested portion of his stock option.

     The Company  believes  that the  issuances  of said shares were exempt from
registration  under the  Securities  Act of 1933 by reason of  Section 4 (2),  a
transaction not involving a public offering. No underwriters were used in any of
the above transactions.

ITEM 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

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

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

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

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

     Current  assets at December 31, 1999 also  increased due to the increase of
prepaid  expenses from $7,370 to $131,772,  an increase of $124,402,  or 1,688%.
The increase in prepaid expenses is primarily due to the advance payments by OIA
for  costs  such as  newspaper,  radio and  television  advertising  for  future
seminars.  Additionally,  accounts  receivable  increased  $254,414 or 28%, from

                                       23
<PAGE>
$899,879 at December 31, 1998, to  $1,154,293 at December 31, 1999.  The balance
of accounts  receivable at December 31, 1999 includes  primarily  OIA's fees for
completed  seminars  which are in the process of being  charged and collected by
the Company's credit card processor totalling $744,000 and the trade receivables
of MAI of approximately  $323,000. The substantial portion of these balances was
collected  subsequent to year-end.  The increases in current  assets were offset
somewhat  by the  decrease in  marketable  securities  from  $786,588 in 1998 to
$540,234 in 1999, a decrease of $246,354 or 31%.  This decrease is due primarily
to the sale of Chequemate stock.

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

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

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

     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.  During 1999, the Company also generated substantial cash flow from
the  sale of  Asia4sale  and from the sale of  investments  in  securities.  The
Company anticipates continued positive cash flow from existing operations during
the next twelve  months,  and will  continue to look for ways to invest its cash
flow in acquisitions of companies and other  investments that will contribute in
a positive way to the Company's operating strategy.

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

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

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

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

                                       24
<PAGE>
     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  of $205,263  and
amortization of goodwill of $468,450 and deferred  compensation  amortization of
$10,000.  The Company recorded  goodwill for the October,  1998  acquisitions of
Momentum  Asia  and  Momentum  Internet  and the  March,  1999  acquisitions  of
Asia4sale  and OIA.  For the year ended  December  31,  1998,  the  Company  had
depreciation  expense of  $89,885.  General  and  administrative  expenses  were
$4,632,905  or 17% of sales for the twelve  months  ended  December 31, 1999 and
$492,936 or 65% of sales for the same period in 1998,  resulting  in an increase
of  $4,139,969  or 840%.  The increase is due to the twelve  months of operating
expenses  of MAI and  MII and the  operating  expenses  of OIA  from  April 1 to
December 31, 1999.

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

CAUTIONARY FORWARD - LOOKING STATEMENT
--------------------------------------

Statements  included in this  Management's  Discussion and Analysis of Financial
Condition and Results of  Operations,  and in future filings by the Company with
the Securities and Exchange  Commission,  in the Company's press releases and in
oral statements made with the approval of an authorized  executive officer which
are not  historical  or  current  facts are  "forward-looking  statements"  made
pursuant to the safe harbor  provisions  of the  Private  Securities  Litigation
Reform Act of 1995 and are subject to certain risks and uncertainties that could
cause actual results to differ  materially  from  historical  earnings and those
presently anticipated or projected. The Company wishes to caution readers not to
place undue reliance on any such forward-looking statements, which speak only as
of the date made. The following  important factors,  among others, in some cases
have  affected and in the future could affect the Company's  actual  results and
could cause the Company's actual financial performance to differ materially from
that expressed in any forward-looking  statement:  (i) the extremely competitive
conditions that currently exist in the three  dimensional  software  development
marketplace are expected to continue,  placing further pressure on pricing which
could  adversely  impact  sales  and  erode  profit  margins;  (ii)  many of the
Company's major competitors in its channels of distribution  have  significantly
greater financial  resources than the Company;  and (iii) the inability to carry
out  marketing  and sales plans would have a  materially  adverse  impact on the
Company's projections.  The foregoing list should not be construed as exhaustive
and  the  Company   disclaims  any   obligation   subsequently   to  revise  any
forward-looking  statements to reflect events or circumstances after the date of
such  statements or to reflect the occurrence of  anticipated  or  unanticipated
events.

                                       25
<PAGE>
ITEM 7. FINANCIAL STATEMENTS

                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                           December 31, 1999 and 1998


                                    CONTENTS
                                    --------

                                                                          Page
                                                                          ----
Independent Auditors' Report.............................................  27
Consolidated Balance Sheet...............................................  28
Consolidated Statements of Operations....................................  30
Consolidated Statements of Stockholders' Equity..........................  31
Consolidated Statements of Cash Flows....................................  32
Notes to the Consolidated Financial Statements...........................  34


                                       26
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

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

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

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

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


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

                                       27
<PAGE>
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheet

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

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

EQUIPMENT (Note 2)

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

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

OTHER ASSETS

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

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

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

                                       28
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                     Consolidated Balance Sheet (Continued)


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

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

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

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

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

COMMITMENTS AND CONTINGENCIES (Note 4)

STOCKHOLDERS' EQUITY

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

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

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

</TABLE>

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

                                       29
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                      Consolidated Statements of Operations

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

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

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

OPERATING EXPENSES

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

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

OTHER INCOME (EXPENSE)

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

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

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

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

OTHER COMPREHENSIVE INCOME (LOSS)

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

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

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

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

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

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

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

                                       30
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Consolidated Statements of Stockholders' Equity

<TABLE>
<CAPTION>


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

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

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

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

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

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

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

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

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

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

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

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

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

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

</TABLE>

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

                                       31
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows

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

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

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

CASH FLOWS FROM INVESTING ACTIVITIES

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

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

CASH FLOWS FROM FINANCING ACTIVITIES

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

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

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

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

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

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

                                       32
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Continued)

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

Cash Paid For:

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

Schedule of Non-Cash Financing Activities:

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


</TABLE>

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

                                       33
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

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

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

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

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

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

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

                                       34
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)

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

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

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

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

                                       35
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a. Accounting Method

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

     b. Cash and Cash Equivalents

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

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

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

     d. Accounts Receivable

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

     e. Estimates

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

                                       36
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

     f. Foreign Operations

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     g. Equipment

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

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

     h. Marketable Securities

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

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

                                       37
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

     i. Basic Income per Share of Common Stock

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

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

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

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

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

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

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

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

                                       38
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

     j. Foreign Currency Translation

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

     k. Fair Value of Financial Instruments

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

     l. Advertising

     Advertising  costs are  expensed as  incurred.

     m. Research and Development

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

     n. Principles of Consolidation

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

     o. Change in Accounting Principle

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

                                       39
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTANT POLICIES (Continued)

     p. Stock Options

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

     q. Treasury Stock

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

     r. Revenue Recognition Policy

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

     s. Goodwill

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

     t. Prepaid Expenses and Deferred Revenues

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

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

                                       40
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998


NOTE 3 - OTHER ASSETS

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

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

NOTE 4 - COMMITMENTS AND CONTINGENCIES

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

          Future minimum lease commitments are as follows:

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

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

NOTE 5 - INCOME TAXES

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

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

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

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

                                       41
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998


NOTE 5 - INCOME TAXES (Continued)

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

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

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

NOTE 6 - RELATED PARTY TRANSACTIONS

     a. Receivables

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

     b. Officer Compensation

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

     c. Convertible Debt

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

NOTE 7 - ECONOMIC DEPENDENCE AND MAJOR CUSTOMERS

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

                                       42
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

NOTE 8 - STOCK OPTIONS

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

NOTE 9 - BUSINESS SEGMENTS

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

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

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

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

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

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

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


</TABLE>

                                       43
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998


NOTE 9 - BUSINESS SEGMENTS (Continued)

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

NOTE 10 - MARKETABLE SECURITIES

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

<TABLE>
<CAPTION>

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

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

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

     Restricted
     Common Stock

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

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

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

                                       44

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

NOTE 11 - EQUITY INVESTMENT

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

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

NOTE 12 - PURCHASE OF SUBSIDIARIES

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

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

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

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

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

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

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

                                       45
<PAGE>
                   ZIASUN TECHNOLOGIES, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                           December 31, 1999 and 1998

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

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

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

     OPERATING EXPENSE

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

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

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

     OTHER INCOME

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

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

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

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

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

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

     Amortization expense                                                       $     74,512
     Accumulated amortization - goodwill                                             (74,512)
                                                                                ------------
                                                                                $        -
                                                                                ============
     To  record  1 year  of  amortization  expense  based  on a  ten-year  life.
     ($2,980,467 x 3/120)
</TABLE>
                                       46
<PAGE>
NOTE 13 SUBSEQUENT EVENT

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

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

     Therefore,   under  the  terms  and  conditions  of  the  amended  earn-out
     agreement,  the former OIA shareholders will only receive 9,820,152 shares,
     rather than the 21,820,152  shares as set forth in the original  agreement.
     This  reduces  the  goodwill  burden  to the  Company  by  $136,500,000  to
     $111,704,230,  and this is the value  that  will be added to the  Company's
     balance sheet going  forward from April 1, 2000.  The  additional  goodwill
     amortization  expense,  based on a  10-year  amortization  period,  will be
     11,170,423 on an annual basis.

                                       47
<PAGE>
ITEM  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE.

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

                                    PART III.

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16 (a) OF THE EXCHANGE ACT

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

     (a) Identity of Directors and Executive Officers.

<TABLE>
<CAPTION>

     Name and Address         Age       Position                 Term      Served Since
     ------------------------------------------------------------------------------------------------------------------
     <S>                      <C>       <C>                      <C>       <C>
     Allen D. Hardman         58        President, CEO           1 Year    February 25, 2000
     462 Stevens Avenue                 and Director                       October 5, 1998
     Suite 106
     Solana Beach, CA 92075

     D. Scott Elder           41        Chairman of              1 Year    June 1, 1999
     825 North 1430 West                the Board;
     Orem, UT 84057                     Director                 1 Year    May 11, 1999

     Anthony L. Tobin         53        Vice President;          1 Year    February 25, 2000
     12A, Pacific Bank Centre           Chief Operating
     56 Gloucester Road                 Officer of Asia
     Wanchai, Hong Kong                 Operations;
                                        Director                           October 5, 1998

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

     Hans Von Meiss           53        Director                 1 Year    January 17, 2000
     Rebwiesstrasse 31
     8702 Zollikon Switzerland

     Dennis E. McGrory        52        Secretary                1 Year    February 25, 2000
     462 Stevens Avenue
     Solana Beach, CA 92075
</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, 58, was appointed as a Director and the Vice President of
the Company on October 5, 1999.  On February 25, 2000 Mr.  Hardman was appointed
as President and Chief  Executive  Office 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
Relations  for  Roeslein &  Associates  from June 1993  through  June 1997.  Mr.
Hardman was the Vice President of Operations of Bestway USA from July 1997 until
the Company's  spin-off of Bestway USA in October 1998. Mr. Hardman has 35 years
of  varied  business  experience,  some  with  small  companies  and  some  with
mid-to-large corporations.  His work experience includes president for a company
furnishing  pre-assembled  manufacturing  systems on a global basis, director of
business  development  for  industrial  manufacturing  systems,  national  sales
manager for systems  products,  manufacturing  engineering,  product and systems
engineering,  consulting engineering,  operations management, project management
for multi-million  dollar projects installed  worldwide,  manufacturing  quality
control and customer service management.

                                       48
<PAGE>
     During the last several years,  and  particularly  the last two years,  Mr.
Hardman has  restructured  several small  businesses to either  establish  their
viability as an enterprise  and/or  increase  their  operating  proficiency  and
potential for profitability. He has also been intimately involved in identifying
and establishing some strategic  partner  alliances and/or joint ventures.  This
allowed  the  companies   involved  to  improve  their  respective   competitive
position(s) in the marketplace through improved product or intellectual property
designs,  which resulted from the synergy realized by combining their individual
product offerings.

     D. Scott  Elder,  41, was elected as a director of the Company in May 1999,
and as the  Chairman  of the Board in June 1999.  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 as the
President of OIA until his  appointment  as the CEO and Chairman of the Board of
the Company in June 1999. Mr. Elder has a degree in Communications  from Brigham
Young University and an M.B.A. from the University of Phoenix in 1997. Mr. Elder
is also currently the Vice President of Online Investors Advantage, Inc., a Utah
Corporation  ("OIA"),  a company he  co-founded  with Ross Jardine in 1997.  OIA
provides educational workshops and video-based home study training programs that
teach  people how to use its  Investor  Toolbox  web site in order to make sound
stock  investing  decisions  and  manage  their own stock  investments.  OIA was
recently acquired by the Company.

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

     Mr.  Anthony  Tobin,  53, was  appointed  as a Director  of the  Company on
October 5, 1998 and as the Vice  President  of the Company  and Chief  Operating
Officer of Asia  Operations on February 25, 2000. Mr. Tobin is also President of
Momentum  Internet.  From 1994 through November 1997, Mr. Tobin was the Managing
Director  of Momentum  Campaigns  Ltd.,  Hong Kong,  an  advertising  and public
relations  consultancy company. In November 1997 Momentum Internet  Incorporated
was formed to  specialize  in  Internet  projects.  Mr.  Tobin has served as the
President  of  Momentum  Internet  from 1997 to  present.  In May 1998  Momentum
Associates  Ltd., a subsidiary  of Momentum  Internet,  was formed to handle the
operations of Momentum  Internet in Hong Kong.  Mr. Tobin has more than 25 years
experience in Asia (Hong Kong, Singapore, and the Philippines) -- in journalism-
publishing, public relations,  marketing,  advertising,  government information.
and the Internet. He was the former senior information communications officer in
the Hong  Kong and  Singapore  governments.  Mr.  Tobin  reported  to the  Prime
Minister's office in Singapore, advising on domestic and international publicity
policies and implementing new strategies in the Ministry of Information.  He has
spent the last three  years  developing  and  marketing  the  Momentum  Internet
Incorporated  product  roster.  Mr.  Tobin is also a  Director  and  Manager  of
Crossbow  Consultants  Ltd.,  an  Internet  publishing  company,   which  has  a
consulting,  contract with Momentum Internet  Incorporated,  a subsidiary of the
Company.

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

                                       49
<PAGE>
     In 1997 Mr.  Jardine  left  iMALL to focus on  creating  a program to train
investors in using the  Internet to invest.  Together  with D. Scott Elder,  Mr.
Jardine founded OIA, (www.i-advantage.com), a company focused on teaching people
how to invest  using their  personal  computers  and the  Internet.  The Company
quickly  established  itself as a leader in online  investor  education,  and is
highly  recommended by the Security  Blanket.com,  (www.thesecurityblanket.com.)
OIA conducts dozens of workshops and seminars in cities around the country where
investors  learn to use the most  advanced  investment  tools  available  on the
Internet.  Mr.  Jardine  serves as  President  of OIA and  conducts  many of the
training programs put on by OIA.

     Hans von Meiss,  53, was  appointed as a Director of the Company on January
17, 2000.  Mr. Meiss  received a degree in economics  from the University of St.
Gallen in Switzerland in 1973 and masters in business  administration at INSEAD,
Fontainebleau,  France. For a period of seven years from 1984 to 1991, Mr. Meiss
served as an investment banker with Bankers Trust  International  Ltd. and Chase
Manhattan  Ltd. in London.  Mr.  Weiss served as the CEO of Dr. Ing Koenig Ag, a
leading Swiss service center for flat steel and industrial fasteners,  in Zurich
for a period of four years.  Mr.  Meiss for a period of three years from 1991 to
1994 served as a financial and management consultant. In 1994, he was the CEO of
Holding Co., a Dutch industrial  group of companies,  for a term of three years.
Mr Meiss  also  served as the CEO of Swiss  Textile  Group for a period of three
years  beginning in 1997.  Mr. Meiss has  experience in  investments in internet
related  businesses.  He as served on the Board of UTO Bank,  a private  bank in
Zurich, CAG, an industrial concern based in Vienna,  McDaniels S.A., a financial
consulting firm in Lausanne, and as a member of the board of his own company, G.
Von Meiss AG.

     Dennis E.  McGrory,  was  appointed  as the  Secretary  of the  Company  on
February  25, 2000.  Mr.  McGrory is an Air Force  veteran  where he served as a
court reporter and administrative specialist.  Overall, Mr. McGrory has 30 years
of combined  administrative  experience,  including Assistant to the City Editor
for a major newspaper, Legal Transcriber,  Legal Assistant,  Paralegal, and more
recently  Office Manager for a large law firm wherein he was responsible for all
administrative  functions.  He is also  currently  the commander of the American
Legion San Dieguito Post 416. 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.

     Identity of Significant Employees.
     ----------------------------------

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

     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;

                                       50
<PAGE>
          (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.

     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, 1999,  all Section  16(a)
filing  requirements  applicable  to  its  executive  officers,   directors  and
ten-percent shareholders were complied with.

                                       51
<PAGE>
ITEM 10. EXECUTIVE COMPENSATION

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

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

                                                                            Long Term Compensation
                                                                 --------------------------------------------------
                                  Annual Compensation                           Awards              Payouts
                    -----------------------------------------------------------------------------------------------
                                                                                Securities               All
                                                       Other                    Underlying               Other
                                                       Annual    Restricted     Options/       LTIP      Compen-
Name and            Year or                            Compen-   Stock          SAR's          Payouts   sation
Principal           Period    Salary         Bonus     sation)   Awards         (#)            ($)       ($)
Position            Ended     ($)            ($)       ($)
(a)                 (b)       (c)            (d)       (e)       (f)            (g)            (h)       (i)
-------------------------------------------------------------------------------------------------------------------
<S>                 <C>       <C>            <C>       <C>       <C>            <C>            <C>       <C>
Allen D. Hardman(1) 1999      $132,000       0         0         0              0              0         0
President and CEO   1998      $132,000       0         0         0              0              0         0
                    1997      $120,000       0         0         0              100,000        0         0

Anthony L. Tobin(2) 1999      $120,000       0         0         0              0              0         0
Vice President      1998      $121,800       0         $31,200   0              0              0         0
and COO of          1997      0              0         0         0              0              0         0
Asia Operations

D. Scott Elder(3)   1999      $102,360       $40,930   0         0              0              0         378,000
Chairman of the     1998      $ 31,500       0         0         0              0              0         174,127
Board of Directors  1997      $0             0         0         0              0              0         0


Dennis E. McGrory   1999      $0             0         0         0              0              0         0
Secretary           1998      $0             0         0         0              0              0         0
                    1997      $0             0         0         0              0              0         0

Ross D. Jardine     1999      $ 46,860       $123,430  0         0              0              0         378,000
President of  OIA   1998      $0             0         0         0              0              0         208,520
                    1997      $0             0         0         0              0              0         0

Hans Von Meiss      1999      $0             0         0         0              0              0         0
Director            1998      $0             0         0         0              0              0         0
                    1997      $0             0         0         0              0              0         0
</TABLE>
---------------------------------------

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

          (2)  Mr.  Tobin is the owner of  Crossbow  Consultants  Limited  which
               receives  $10,000  per  month  from  the  Company's   subsidiary,
               Momentum  Internet  Incorporated,  for the  services  provided by
               Crossbow  Consultants.  In  1999,  Crossbow  received  a total of
               $120,000  from  the  Company's   subsidiary,   Momentum  Internet
               Incorporated, for the services provided by Crossbow Consultants.

               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  month  housing   allowance  of
               approximately  $2,600 and a management fee of approximately  $150
               per month, for total 1998 compensation of $153,000.

                                       52
<PAGE>
          (3)  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.

          (4)  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.

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

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

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

     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.

     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.

                                       53
<PAGE>
                             STOCK INCENTIVE AWARDS

     The following  tables reflect  certain  information,  with respect to stock
options granted to certain executive officers and directors during fiscal 1999.

                     OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
                    ---------------------------------------
 <TABLE>
<CAPTION>
                                        NUMBER OF      % OF TOTAL
                                        SECURITIES     OPTIONS
                                        UNDERLYING     GRANTED TO     EXERCISE
                                        OPTIONS        EMPLOYEES      OR BASE
                                        GRANTED        IN FISCAL      PRICE     EXPIRATION
NAME                                       (#)         YEAR(%)        ($/SH)       DATE
-------------------------------         ----------     ----------     --------- ----------
<S>                                     <C>            <C>            <C>       <C>
</TABLE>

No options or stock appreciation rights were granted to any executive officer in
1999.

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

     The  following  tables  reflect  certain  information,  with respect to the
exercise of stock options by certain executive officers during fiscal 1999.

            AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND
                              FY-END OPTION VALUES
            -------------------------------------------------------
<TABLE>
<CAPTION>
                                                                      NUMBER OF
                                                                      SECURITIES          VALUE OF
                                                                      UNDERLYING          UNEXERCISED
                                                                      UNEXERCISED         IN-THE-MONEY
                                                                      OPTIONS AT          OPTIONS AT
                                                                      FY-END(#)           FY-END($)
                                        SHARES         VALUE          ---------------     -------------------
                                        ACQUIRED ON    REALIZED       EXERCISABLE/        EXERCISABLE/
NAME                                    EXERCISE(#)     ($)           UNEXERCISABLE       UNEXERCISABLE
-------------------------------         -----------    --------       ---------------     -------------------
<S>                                     <C>            <C>            <C>                 <C>
Allen D. Hardman                        25,000         $200,000       75,000              $838,500
Anthony Tobin                           0              0              0                   0
D. Scott Elder                          0              0              0                   0
Dennis McGrory                          0              0              0                   0
</TABLE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Security Ownership of Certain Beneficial Owners
     -----------------------------------------------

     The following  table sets forth  security  ownership  information as of the
close of  business  on March 31,  2000,  for any  person or group,  known by the
Company to own more than five percent (5%) of the Company's voting securities.

<TABLE>
<CAPTION>
          Title of                 Name of                       Amount of      Percent of
          Class                    Beneficial Owner              Ownership      Class
          ---------------------------------------------------------------------------------
          <S>                      <C>                           <C>            <C>
          Common Stock             D. Scott Elder                2,100,000      7.71%
                                   1156 East 100 North
                                   Orem, UT 84097

          Common Stock             Ross W. Jardine               2,100,000      7.71%
                                   116 S. Pfeifferhorn Drive
                                   Alpine, Utah 84004

          Common Stock             Momentum Media Ltd.           3,499,980      12.85%
                                   304 Dominion Centre
                                   43 Queen's Road
                                   East Wanchai, Hong Kong
</TABLE>

                                       54
<PAGE>
         (b)      Security Ownership of Management

     The following  table sets forth  security  ownership  information as of the
close of business on March 31,  2000,  for any  director,  executive  officer or
group of the Company's voting securities:

<TABLE>
<CAPTION>

          Title of                 Name of                       Amount of      Percent of
          Class                    Beneficial Owner              Ownership      Class
          ---------------------------------------------------------------------------------
          <S>                      <C>                           <C>            <C>
          Common Stock             D. Scott Elder                2,100,000      7.71%
                                   1156 East 100 North
                                   Orem, UT 84097

          Common Stock             Ross W. Jardine               2,100,000      7.71%
                                   116 S. Pfeifferhorn Drive
                                   Alpine, Utah 84004

         Common Stock              Anthony L. Tobin(1)           1,000,000      3.67%
                                   12A Pacific Bank Centre
                                   56 Gloucester Road
                                   Wanchai, Hong Kong

         Common Stock              Allen D. Hardman                 50,500      0.0018%
                                   462 Stevens Avenue
                                   Suite 106
                                   Solana Beach, CA 92075

         Common Stock              Dennis McGrory                      155      nil
                                   462 Stevens Avenue
                                   Suite 106
                                   Solana Beach, CA 92075

         Common Stock              Hans Von Meiss                    6,250      nil
                                   Rebwiesstrasse 31
                                   8702 Zollikon Switzerland

         Common Stock              All Directors and Officers    5,256,905      19.30%
                                   as a Group (6 persons)

</TABLE>

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

     Each of the persons  listed in the above table  possesses  sole  investment
power and sole voting power over the shares set forth in the above table.

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

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

                                       55
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

     On March 25, 1999, the Company  entered into an  Acquisition  Agreement and
Plan of  Reorganization,  under which the Company would  acquire  Asia4sale.com,
Ltd.,  ("Asia4sale"),  a Hong Kong Registered Company. In exchange for 99 of the
100 shares of Asia4sale, the Company issued 100,000 (post-split adjusted) shares
of restricted  common stock and paid $15,000 cash to the majority  holder of the
capital stock of Asia4sale,  thereby  virtually  making Asia4sale a wholly-owned
subsidiary of the Company.  In addition,  the Company made an unsecured  loan of
$50,000 to Asia4sale upon closing of the acquisition and agreed to issue one (1)
additional  share of  restricted  common  stock for each two dollars  ($2.00) of
actual  earnings  of  Asia4sale  for the  period  from  April 1,  1999,  through
September  31,  2000.   Asia4sale  is  in  the  business  of  Internet   related
international  e-commerce.  In  addition,  the Company was granted the option to
repurchase the 100,000 (post split adjusted) shares issued in the acquisition of
Asia4sale  for a period  of one (1) year at a price  of $3.00  per  share in the
event that  Asia4sale  fails to reach  positive cash flow from its operations by
September 30, 2000. As of the date of this registration statement, Asia4sale has
not yet reached  positive cash flow.  The  acquisition  was completed on May 12,
1999.

     Sale of Asia4sale
     -----------------

     The Company sold all interest in  Asia4sale.com  Ltd., in December 1999 for
$5,000,000 cash and 300,000 shares of the purchaser, Internet Ventures Ltd.

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

     On March 31, 1999, the Company  entered into an  Acquisition  Agreement and
Plan of  Reorganization,  under which the Company would acquire Online Investors
Advantage Incorporated ("OIA"), a Utah corporation.  Online Investor's Advantage
is in the business of training  individuals how to effectively use the financial
planning  and  investment  tools  available  on the internet to manage their own
investment portfolios. The training is structured around a five-step discipline,
which  includes  searching for an  investment,  evaluating  the  investment  and
assessing  the  risk,  timing  the  purchase,  establishing  an exit  point  and
monitoring the investment. This is done through live workshops, and video-based,
self-directed home learning programs, which include the use of OIA's proprietary
website  www.investortoolbox.com.  In exchange  for all of the capital  stock of
OIA, the Company issued  1,000,000  (post-split  adjusted)  shares of restricted
common stock and paid $400,000 in cash, all of which was distributed pro-rata to
the  shareholders  of OIA,  thereby making OIA a wholly-owned  subsidiary of the
Company. In addition,  the Company issued 5,000,000 (post-split adjusted) shares
pro-rata to the  shareholders  of OIA. Those shares are currently  being held in
escrow in accordance with the terms of the adjustment provision set forth in the
acquisition agreement,  based on anticipated earnings of at least $2,500,000 for
OIA for the period from April 1, 1999,  through  March 31, 2000. As set forth in
the terms of the acquisition agreement, in the event that the actual earnings of
OIA are less than $2,500,000, for the specified period, then the total number of
shares being held in escrow shall be reduced on a one-share basis for each $1.00
of actual  earnings  of OIA less than  $2,500,000.  In the event that the actual
earnings of OIA is greater than  $2,500,000,  then the Company  shall issue such
additional  shares on the basis of one additional share for each $1.00 of actual
earnings of OIA greater than $2,500,000.  The acquisition was completed on April
7, 1999.

     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.

                                       56
<PAGE>
     However, at the request of the former OIA shareholders,  one of whom is the
Chairman  of ZiaSun and one of whom is a director,  and their joint  recognition
that it would clearly not be in the best interests of the Company to have such a
large  goodwill  burden  going  forward,  they  inquired  if the  Company  would
reconsider  and  amend  the  original  terms  and  conditions  of the earn  out.
Accordingly,  they proposed to exchange  12,000,000 of the earn-out  shares,  to
which they were  originally  entitled,  for $6,000,000 in cash. The proposal was
reviewed and accepted by the Company on May 9, 2000.

     Therefore,   under  the  terms  and  conditions  of  the  amended  earn-out
agreement,  the former OIA  shareholders  will only  receive  9,820,152  shares,
rather than the 21,820,152 shares as set forth in the original  agreement.  This
reduces the goodwill burden to the Company by $136,500,000 to $111,704,230,  and
this is the  value  that  will be added to the  Company's  balance  sheet  going
forward from April 1, 2000. The additional goodwill amortization expense,  based
on a 10-year amortization period, will be 11,170,423 on an annual basis.

     Consulting Agreement
     --------------------

     On April 1, 1999, Momentum Internet Incorporated, a wholly-owned subsidiary
of the Company  entered into a Consulting  Agreement  with Crossbow  Consultants
Limited,  a personal  services  corporation  owned by the  Company's  President,
Anthony L. Tobin.  Under the terms of this agreement,  Crossbow will provide all
administrative,  promotional and technical  support,  as required,  for Momentum
Internet to carry on its Internet publishing and marketing operations, including
but not limited to the  assistance in the Internet  publishing  and marketing of
Momentum Internet's products Swiftrade,  Mfinance,  PINmail,  MediaHits,  Search
Dragon and such  others as  developed  by Momentum  Internet  from time to time.
Under the terms of this agreement  Momentum Internet pays Crossbow a monthly fee
of US$10,000 per month.

     Subsequent Events
     -----------------

     On  January 1, 2000,  On January  14,  2000,  the  Company  entered  into a
Consulting  Agreement  with  Netgenesis  Strategic  Internet  Marketing,   Ltd.,
("Netgenesis"),  whereby the Company  engaged  Netgenesis to provide  advice and
counsel to the Company with regard to the Company's  press  releases,  marketing
strategies,  investor relations,  advertising and financial websites.  A copy of
the Consulting  Agreement  between the Company and Netgenesis is attached hereto
and incorporated herein by reference. See Item 13 Exhibits

     On January 14, 2000, the Company  entered into a Client  Service  Agreement
with  Continental  Capital & Equity  Corporation  ("CCEC"),  whereby the Company
engaged  CCEC to  publicize  the  Company  to  brokers,  prospective  investors,
institutional   investors,    analysts,   other   industry   professionals   and
shareholders.  The services to be provided by CCEC consists of (a) to review and
analyze  various  aspects of the  Company's  goals and make  recommendations  on
feasibility  and  achievement  of desired  goals,  (b) the review of the general
information  and recent filings of the Company and produce a direct mail Company
profile  for  circulation,  (c) to provide  exposure to its network of firms and
brokers that may be  interested in  participating  with the Company and schedule
and  conduct the  necessary  due  diligence  and obtain the  required  approvals
necessary for those firms to participate,  and (d) at the Company's request,  to
be available to the Company to field any calls from firms and brokers  inquiring
about the Company.  A copy of the Client  Service  Agreement  and related  Stock
Purchase  Warrant  and  Registration  Rights  Agreement   pertaining  to  CCEC's
compensation are attached hereto and incorporated herein by reference.  See Item
13 Exhibits.

                           TRANSACTIONS WITH PROMOTERS

     There have been no material  transactions,  series of similar transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its  subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any promoter or founder, or any member of
the immediate family of any of the foregoing  persons,  had a material interest.
However,  see the  caption  "Transactions  with  Management  and Others" of this
Registration Statement Item 8. Description of Securities.

                                       57
<PAGE>
ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K

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


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

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

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

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 on 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 on September 16, 1999; Commission File No. 000-27349).

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

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  on
          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 on 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 on September
          16, 1999; Commission File No. 000-27349).

                                       57
<PAGE>
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 on  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 on 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 on  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 on  September  16,  1999;
          Commission File No. 000-27349).

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 on 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 on 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 on 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 on  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  on
          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 on  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 on 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 on 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 on September 16, 1999; Commission File No. 000-27349).

                                       58
<PAGE>
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 on 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 on September 16, 1999; Commission File No. 000-27349).

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 on 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 on 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 on
          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  on
          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 on
          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 on 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 on 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  on
          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 on 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  on
          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 on September
          16, 1999; Commission File No. 000-27349).

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 on 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 on September 16, 1999;  Commission  File
          No. 000-27349).

                                       59
<PAGE>
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 on 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 on 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 on 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 on  September  16,  1999;
          Commission File No. 000-27349).

10.36(++) ZiaSun Technologies, Inc. - 1999 Stock Option Plan.

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

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

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

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

27(+)(+)  Financial Data Schedule

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

     (b) Reports on Form 8-K.

     There  were no other  reports on Form 8-K filed  during the  quarter of the
period  covered.  However,  subsequent to the period  covered by this report the
Company  filed a Form 8-k on January  18,  2000,  and an  amended  Form 8-K/A on
January 21, 2000.

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

     The following Exhibit Index sets forth the Exhibit attached hereto.

Exhibit
Number    Description
--------------------------------------------------------------------------------
10.36(++) ZiaSun Technologies, Inc. - 1999 Stock Option Plan.

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

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

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

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

                                       60
<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: May 11, 2000                               /S/ Allen D. Hardman
                                                  ------------------------------
                                                  By: Allen D. Hardman
                                                  Its: President and CEO and
                                                  Principal Accounting Officer

                                       61