| To: Sir Auric Goldfinger who wrote () | 2/17/2000 6:30:00 PM | | From: Sir Auric Goldfinger | | | |
Here is the filing information on ZSUN's sale of Asia4sale to a Samoan domiciled company whose investors were non-US citizens (rather than the an institutional entity as implied by the ZSUN press releases). Later these assets were put into the US shell which later changed its name to Asia4sale as described in the ZSUN below:
"ZIASUN TECHNOLOGIES, INC.
-----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Nevada
-----------------------------------------------------------
(State or other jurisdiction of Incorporation or organization
000-27349 84-1376402
------------------------ ------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
462 Stevens Avenue, Suite 106, Solana Beach, California 92075
------------------------------------------------------- -----------
(Address of principal executive offices) (Zip Code)
(619) 350-4060
---------------------------------------------------
(Registrant's telephone number, including area code)
N/A
----------------------------------------------------------
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On December 27, 1999, the Registrant entered into a Share Purchase
Agreement with Internet Ventures, Ltd., a Somoa registered company ("IVL"),
under which the Registrant would sell all shares and interest, in its
subsidiary, Asia4sale.com, Ltd., to IVL, in consideration of $5,000,000 cash and
300,000 shares of the common stock of IVL which would represent at the Closing
of said transaction thirty percent (30%) of the issued and outstanding common
stock of IVL.
The sale of Asia4Sale.com Ltd., to IVL was approved by the boards of
directors of the Registrant and completed and closed on December 30, 1999.
Item 7. Financial Statements, Pro Forma Financial Statements And Exhibits
(c) Exhibits.
--------
1 Share Purchase Agreement between the Registrant and IVL dated
December 27, 1999.
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the Undersigned, thereunto duly authorized.
ZiaSun Technologies, Inc.
(Registrant)
Dated: January 21, 2000 /S/ D. Scott Elder
-----------------------------------
By: D. Scott Elder
Its: Chief Executive Officer
Dated: January 21, 2000 /S/ Allen D. Hardman
-----------------------------------
By: Allen D. Hardman
Its: Vice President
Page 2
Exhibit 1
SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT (the "Agreement") is entered into and
effective as of December 31, 1999 by and between ZIASUN TECHNOLOGIES, INC., a
Nevada corporation ("ZSUN" or the "SHAREHOLDER"), ASIA4SALE.COM, LTD. a Hong
Kong registered company ("A4S") and INTERNET VENTURES, LTD., a Samoa registered
company ("IVL" or the "COMPANY").
1. RECITALS
This Agreement is entered into with reference to and in contemplation of
the following facts, circumstances and representations:
1. ZSUN is the owner of all of the issued and outstanding shares of A4S
(the "A4S Shares").
2. IVL desires to purchase from ZSUN all of the A4S Shares.
3. The parties desire that this transaction be undertaken in accordance
with the terms and conditions set forth herein.
4. A4S desires that this transaction be consummated.
2. TERMS AND CONDITIONS OF SHARE PURCHASE
2.1 Purchase Price of A4S Shares: IVL agrees to purchase the A4S Shares for
the following consideration:
1. Cash in the amount of FIVE MILLION DOLLARS ($5,000,000.00) U.S.
(the "Cash Payment"), payable to "CARMINE J. BUA, Client Trust
Account" no later than December 29, 1999, and
2. A total of 300,000 shares of common stock of IVL which will
represent at the Closing thirty percent (30%) of the issued and
outstanding common stock of IVL (the "IVL Shares").
Page 1 of 10
2.2 Private Sale Acknowledgment: The parties acknowledge and agree that the
sale of A4S Shares and the IVL Shares is being undertaken as private sales
pursuant to Section 4(1) of the Securities Act of 1933, as amended, and are not
being transacted via a broker-dealer and/or in the public market place.
3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The COMPANY represents and warrants to the SHAREHOLDER and A4S as follows:
3.1 Organization: IVL is a Samoa Registered Company duly incorporated and
validly existing under the laws of a Samoa and is in good standing with respect
to all of its regulatory filings.
3.2 No Liabilities: IVL has no liabilities whatsoever and is in compliance
with all rules and regulations with respect to its legal standing and
obligations so that the acquisition of the A4S Shares as set forth herein will
be in full compliance and permissible under the applicable laws of Samoa.
3.3 Capitalization: The authorized capital of IVL consists of 1,000,000
common shares with a par value of $1.00 and with the exception of the IVL Shares
and its presently issued shares, which will represent seventy percent (70%) of
the issued and outstanding shares of IVL, no common shares will have been
validly authorized and issued by the COMPANY prior to the Closing of the
contemplated transaction.
3.4 Legal Compliance: To the best of its knowledge, IVL is not in breach of
any laws, ordinances, statutes, regulations, by-laws, orders or decrees to which
IVL is subject, or which apply to it or any of its assets.
3.5 Adverse Financial Events: IVL has neither experienced nor is it aware
of any occurrence or event, which has had or might reasonably be expected to
have a material adverse effect on its financial condition.
3.6 Disputes, Claims and Investigations: There are no disputes, claims,
actions, suits, judgments, investigations or proceedings outstanding or pending
or to the knowledge of IVL threatened against or affecting IVL at law or in
Page 2 of 10
equity or before or by any federal, state, municipal or other governmental
department, commission, board, bureau or agency.
3.7 Employee Liabilities: IVL has no known liability to former employees or
any liability to any governmental authorities with respect to current or former
employees.
3.8 No Conflicts or Agreement Violations: The execution, delivery and
performance of this Agreement will not conflict with or be in violation of the
articles or by-laws of IVL or of any agreement to which IVL is a party and will
not give any person or company a right to terminate or cancel any agreement or
right enjoyed by IVL and will not result in the creation or imposition of any
lien, encumbrance or restriction of any nature whatsoever in favor of a third
party upon or against the assets of IVL.
3.9 Validly Issued and Authorized Shares: That the IVL Shares will be
validly authorized and issued by the COMPANY, they will be fully paid and
non-assessable and they will be issued in full compliance with all federal and
state securities laws.
3.10 Corporate Authority: The officers or representatives of the COMPANY
executing this Agreement represent that they have been authorized to execute
this Agreement pursuant to a resolution of the Board of Directors of the
COMPANY.
4. REPRESENTATIONS OF SHAREHOLDER
The SHAREHOLDER and A4S collectively and individually hereby represent and
warrant to IVL as follows:
4.1 Share Ownership: That the SHAREHOLDER is the owner, beneficially and of
record, of the A4S Shares and said shares are free and clear of all liens,
encumbrances, claims, charges and restrictions.
4.2 Transferability of A4S Shares: That the SHAREHOLDER has full power to
transfer the A4S Shares to IVL without obtaining the consent or approval of any
other person or governmental authority.
4.3 Validly Issued and Authorized Shares: That the A4S Shares are validly
authorized and issued, fully paid, and non-assessable, and the A4S Shares have
been so issued in full compliance with all securities laws of Hong Kong.
Page 3 of 10
4.4 Organization: A4S is a corporation duly incorporated and validly
existing under the laws of Hong Kong and is in good standing with respect to all
of its regulatory filings.
4.5 Capitalization: The authorized capital of A4S consists of 10,000 common
shares with a par value of $1.00 and of which 100 common shares are issued and
outstanding as fully paid and non-assessable shares.
4.6 Legal Compliance: A4S is not in breach of any laws, ordinances,
statutes, regulations, by-laws, orders or decrees to which A4S is subject or
which apply to it or any of its assets.
4.7 Adverse Financial Events: A4S has neither experienced nor is it aware
of any occurrence or event, which has had or might reasonably be expected to
have a material adverse effect on its financial condition.
4.8 Disputes, Claims and Investigations: There are no disputes, claims,
actions, suits, judgments, investigations or proceedings outstanding or pending
or to the knowledge of A4S threatened against or affecting A4S at law or in
equity or before or by any federal, municipal or other governmental department,
commission, board, bureau or agency.
4.9 Employee Liabilities: A4S has no liability to former employees or any
liability to any government authorities with respect to current or former
employees.
4.10 No Conflicts or Agreement Violations: The execution, delivery and
performance of this Agreement will not conflict with or be in violation of the
Articles of Incorporation of A4S or of any agreement to which A4S is a party and
will not give any person or company a right to terminate or cancel any agreement
or right enjoyed by A4S and will not result in the creation or imposition of any
lien, encumbrance or restriction of any nature whatsoever in favor of a third
party upon or against the assets of A4S.
4.11 No Liens: A4S has not received a notice of any assignment, lien,
encumbrance, claim or charge against the A4S Shares.
4.12 Corporate Authority: The officers or representatives of A4S executing
this Agreement represent that they have been authorized to execute this
Agreement pursuant to a resolution of the Boards of Directors of A4S.
Page 4 of 10
5. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER ALONE
The SHAREHOLDER alone further represents and warrants to IVL as follows
with respect to the IVL Shares:
5.1 Financially Responsible: That it is financially responsible, able to
meet its obligations and acknowledges that this investment will be speculative.
5.2 Investment Experience: That it has had experience in the business of
investments in one or more of the following: (i) investment experience with
securities such as stocks and bonds; (ii) ownership of interests in
partnerships, new ventures and startup companies; (iii) experience in business
and financial dealings; and that it can protect its own interests in an
investment of this nature and it does not have an "Investor Representative", as
that term is defined in Regulation D of the Securities Act of 1933 and does not
need such an Investor Representative.
5.3 Investment Risk: That it is capable of bearing the high degree of
economic risks and burdens of this investment, including but not limited to the
possibility of complete loss of all its investment capital and the lack of a
liquid market, such that it may not be able to liquidate readily the investment
whenever desired or at the then current asking price.
5.4 Access to Information: That it has had access to the information
regarding the financial condition of the COMPANY and it was able to request
copies of such information, ask questions of and receive answers from the
COMPANY regarding such information and any other information it desires
concerning the IVL Shares, and all such questions have been answered to its full
satisfaction.
5.5 Private Transaction: That at no time was it presented with or solicited
by any leaflet, public promotional meeting, circular, newspaper or magazine
article, radio or television advertisement or any other form of general
advertising.
5.6 Investment Intent: That the IVL Shares are not being purchased with a
view to or for the resale or distribution thereof and it has no present plans to
enter into any contract, undertaking, agreement or arrangement for such resale
or distribution.
Page 5 of 10
5.7 Due Diligence: That the SHAREHOLDER shall have completed a due
diligence review of the affairs of IVL and it is satisfied with
the results of that review.
6. CLOSING, ESCROW HOLDER AND CONDITIONS TO CLOSING
6.1 Exchange Closing: The closing of the share exchange as contemplated by
this Agreement (the "Closing") shall take place in San Diego, California, at
such time and place as may be agreed among by the parties, but in no event later
than December 31, 1999, unless otherwise extended in writing by the parties.
6.2 Appointment of Escrow Holder: The parties hereby appoint CARMINE J.
BUA, III, ESQ. of San Diego, California as the Escrow Holder pursuant to this
Agreement.
6.3 Opinion of Counsel for IVL: The SHAREHOLDER and A4S shall have received
an opinion from the legal counsel for IVL, in form and substance reasonably
satisfactory to the SHAREHOLDER and A4S, to the effect that:
1. IVL is a registered company organized and legally existing under
the laws of Samoa and is in good standing with respect to all of
its regulatory filings, and
2. This Agreement, when duly executed and delivered by IVL,
constitutes a legal, valid and binding obligation of IVL
enforceable against it in accordance with its terms, and
3. The IVL Shares delivered pursuant to the Agreement have been
validly issued are fully paid and non-assessable, and
4. The IVL Shares have been legally and validly issued and are in
compliance with the Samoa securities laws.
6.4 Opinion of Counsel for SHAREHOLDER and A4S: IVL shall have received an
opinion from the legal counsel for the SHAREHOLDER and A4S, in form and
substance reasonably satisfactory to IVL, to the effect that:
Page 6 of 10
1. A4S is a registered company duly organized and legally existing
under the laws of Hong Kong and is in good standing with respect
to all of its regulatory filings, and
2. The A4S Shares delivered pursuant to this Agreement have been
validly issued, fully paid, non-assessable, and have been
originally issued in full compliance with all Hong Kong
securities laws.
The SHAREHOLDER has the full power to transfer the A4S Shares to IVL
without obtaining the consent or approval of any other person or
governmental agency.
The A4S Shares represent all of the issued and outstanding shares of
A4S.
6.5 Escrow Conditions and Closing: Prior to the Closing, the following will
be required:
Delivery of Cash Payment: IVL shall deliver the Cash Payment via a
cashier's check or via wire transfer payable to "CARMINE J. BUA,
Client Trust Account".
2. Delivery of A4S Shares: The SHAREHOLDER shall deliver to the
Escrow Holder the certificate or certificates representing the
100 A4S Shares registered in the name of A4S, duly endorsed for
transfer accompanied by a duly executed assignment of the A4S
Shares to IVL.
3. Delivery of IVL Shares: IVL shall deliver to the Escrow Holder
the 300,000 IVL Shares registered in the name of the SHAREHOLDER.
4. Certification of Status of IVL Shares: IVL shall deliver to the
Escrow Holder sufficient certified documentation that the IVL
Shares represent thirty percent (30%) of the issued and
outstanding shares of IVL.
Page 7 of 10
5. Certification of Status of A4S Shares: A4S and the SHAREHOLDER
shall deliver to the Escrow Holder sufficient certified
documentation that the A4S Shares represent all of the issued and
outstanding shares of A4S.
6. Legal Opinion and Documents: All parties shall deliver to the
Escrow Holder such legal opinions and other documents as are
required by the terms and conditions of the Agreement.
7. Requisite Corporate Resolutions: Each party shall deliver to the
Escrow Holder certified copies of resolutions from their
respective Boards of Directors authorizing the subject
transaction.
8. Satisfactory Completion of Due Diligence: Each party shall
deliver to the Escrow Holder written notice that it has completed
its due diligence investigation and is satisfied with the results
of such investigation.
6.6 Close of Transaction: The subject transaction shall "close" upon the
satisfaction of the above conditions.
6.7 Notices: All notices given pursuant to this Agreement must be in
writing and may be given by (1) personal delivery, or (2) registered or
certified mail, return receipt requested, or (3) via facsimile transmission to
the Escrow Holder and the parties as set forth below. Any party hereto may by
notice so given change its address for any future notices:
ESCROW CARMINE J. BUA, III, ESQ.
HOLDER: 3838 Camino Del Rio North
------- Suite 333
San Diego, CA 92108
Phone: (619) 280-8000
Fax: (619) 280-8001
ZSUN: D. SCOTT ELDER
---- 462 Stevens Avenue
Suite 106
Solana Beach, CA 92075
Phone: (858) 350-4060
Fax: (858) 350-4066
Page 8 of 10
IVL: Martin Tissot
--- 80 Raffles Place
#16-20 UOP Plaza 2
Singapore 048624
Phone: 011-63-45-3733
Fax: 011-63-45-599-3670
7. COOPERATION, ARBITRATION, INTERPRETATION, MODIFICATION AND ATTORNEY FEES
7.1 Cooperation of Parties: The parties further agree that they will do all
things necessary to accomplish and facilitate the purpose of this Agreement and
that they will sign and execute any and all documents necessary to bring about
and perfect the purposes of this Agreement.
7.2 Arbitration: The parties hereby submit all controversies, claims and
matters of difference arising out of this Agreement to arbitration in San Diego,
California according to the rules and practices of the American Arbitration
Association from time to time in force. This submission and agreement to
arbitrate shall be specifically enforceable. The Agreement shall further be
governed by the laws of the State of Nevada.
7.3 Interpretation of Agreement: The parties agree that should any
provision of this Agreement be found to be ambiguous in any way, such ambiguity
shall not be resolved by construing such provisions or any part of or the entire
Agreement in favor of or against any party herein, but rather by construing the
terms of this Agreement fairly and reasonably in accordance with their generally
accepted meaning.
7.4 Modification of Agreement: This Agreement may be amended or modified in
any way at any time by an instrument in writing stating the manner in which it
is amended or modified and signed by each of the parties hereto. Any such
writing amending or modifying this Agreement shall be attached to and kept with
this Agreement.
7.5 Attorney Fees: If any legal action or any arbitration or other
proceeding is brought for the enforcement of this Agreement, or because of an
alleged dispute, breach, default or misrepresentation in connection with any of
the provisions of the Agreement, the successful or prevailing party shall be
entitled to recover reasonable attorneys' fees and other costs incurred in that
action or proceeding, in addition to any other relief to which it may be
entitled.
Page 9 of 10
7.6 Entire Agreement: This Agreement constitutes the entire Agreement and
understanding of the parties hereto with respect to the matters herein set
forth, and all prior negotiations, writings and understandings relating to the
subject matter of this Agreement are merged herein and are superseded and
canceled by this Agreement.
7.7 Counterparts: This Agreement may be signed in one or more counterparts.
7.8 Facsimile Transmission Signatures: A signature received pursuant to a
facsimile transmission shall be sufficient to bind a party to this Agreement.
SHAREHOLDER
ZIASUN TECHNOLOGIES, INC.
DATED: December 27, 1999 /S/ D.Scott Elder
----------------------------------
By: D. SCOTT ELDER
Chief Executive Officer
ASIA 4SALE
DATED: December 28,1999 /S/ Brian Hodson
----------------------------------
By: BRIAN HODGSON
Managing Director
INTERNET VENTURES, INC.
DATED: December 28, 1999 /S/ Martin Tissott
----------------------------------
By: MARTIN TISSOTT
Managing Director |
| | AFSI Asia4Sale: When is an IPO not an IPO? | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last ReadRead Replies (1) |
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| To: Sir Auric Goldfinger who wrote (1) | 2/19/2000 1:48:00 PM | | From: Sir Auric Goldfinger | | | |
Serial Metataggers! AOL, AMZN, YHOO and WMT need to see this: "2.1.4. Playboy Enterprises, Inc. v. AsiaFocus International, Inc. (Feb. 2, 1998)22.
(point is that Aol.Asia4sale et al as URLs are doing exactly the same this as AsiaFocus was doing and the same people are behind both companies, even though te fine has not been paid)
It is the first legal ruling resulting in a cash award23.
Facts : Playboy sued the operators of now-defunct Web sites for using "Playboy" and "Playmate" in their URLs
(<www.asianplaymates.com> and <www.playmates-asian.com>), in the site itself, and in the meta-tags24. The sites
were primarily designed as "click-through" sites, meant to capture traffic, then earn money by people clicking on
banners to porn destinations.
Complaint: federal trademark infringement, false designation of origin and unfair competition, federal trademark dilution,
common law trademark infringement and common law unfair competition.
Decision: the court found "a strong likelihood that the consuming public would believe that the defendants' Web site
was sponsored by or somehow affiliated with [Playboy] (...)25" and therefore granted the federal trademark
infringement cause of action. It also concluded the defendants were liable for dilution of Playboy's trademarks. It
subsequently awarded the plaintiff statutory damages of $3,000,000.
This case is very similar to Playboy v. Calvin Designer Label, except for the cyberstuffing that was used in the former
case. It involved competitors using plaintiff's trademarks for metatagging as well as other purposes.
columbia.edu " |
| | AFSI Asia4Sale: When is an IPO not an IPO? | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last ReadRead Replies (1) |
|
| To: Sir Auric Goldfinger who wrote (2) | 2/21/2000 3:32:00 PM | | From: Sir Auric Goldfinger | | | |
How was AFSI formed? See this Raging Bull post which describes the shell game that got this thing public:
ragingbull.com
"
Lately, the management just made a very clever transaction. Someone starts Internet Venture
Capital in Indonesia then sold IVC shares to foreign investors in Asia and Europe. IVC then
acquired Asia4sale.com Ltd from ZSUN. ZSUN received $5,000,000 from IVC plus 30% of IVC
shares. IVC distributed Asia4sale.com Ltd shares to all IVC shareholders. Therefore, ZSUN
received back 30% of Asia4sale.com Ltd shares. ZSUN called this as a private party had
acquired 70% of Asia4sale.com Ltd., LOL. Someone then started a shell corporation,
Asia4sale.com Inc., in US. Asia4sale.com Inc acquired Asia4sale Ltd. in Asia. Asia4sale.com
Inc. started trading in OTCBB under the ticker symbol AFSI on Feb. 10, 2000. I am interesting
to see who are the mysterious person or persons behind this clever deal.
The most critical issue now is whether SEC will approve the 10sb before May 16, 2000. If not
the stock will be pinksheeted. The liquidity will be a serious problem." |
| | AFSI Asia4Sale: When is an IPO not an IPO? | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last ReadRead Replies (1) |
|
| To: Sir Auric Goldfinger who wrote (3) | 3/8/2000 4:56:00 PM | | From: Sir Auric Goldfinger | | | |
Another RB post from onwhoknows re AFSI formation:
By: onewhoknows
Reply To: 18007 by Orlow Wednesday, 8 Mar 2000 at 1:59 AM EST
Post # of 18028
Orlow it is an interesting question an one I am not 100% sure of. According to the PR biz.yahoo.com there was 9,000,000 restricted shares issued to acquire A4S Hong Kong. The question is what did they actually get for 9,000,000 restricted shares. Ziasun has made no announcement regarding disposing of the remaining 30% that I am aware of.
If we assume 9,000,000 shares were issued and that equals 100% of A4S I would assume Ziasun retains
30% and the people who owned the Indonesian company that bought the 70% received 70% of the issued
shares. If and please note this is only a guess then it would seem that the Indonesian company outlayed
$5,000,000 to buy the 70% and when the US company bought A4S (HK) they received 70% of the
9,000,000 shares or 6,300,000 shares or at todays price worth around $60,000,000
At this point I am just guessing and maybe wrong but then these shares are restricted. I seem to remember
the name change involved a company with 1,000,000 shares. I sort of think that would be the unrestricted
shares but some of them may be restricted so I guess it is small to very small in the form of unrestricted. If I
am right I would expect a pop sometime down the road with a small float.
Note lot of guesses and maybes in this and I will try to get it better. This is intended for my use only and may
be wrong so all are advised to do own DD and not rely on any statements herein.
me |
| | AFSI Asia4Sale: When is an IPO not an IPO? | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last ReadRead Replies (2) |
|
| To: Sir Auric Goldfinger who wrote (4) | 3/13/2000 3:23:00 PM | | From: Sir Auric Goldfinger | | | |
AFSI valuation calcs:
By: frisky
Reply To: 18074 by onewhoknows Friday, 10 Mar 2000 at 6:51 PM EST
Post # of 18078
You cannot judge AFSI's value by its market capitalization. When Asia4sale.com Inc. (AFSI) acquired
Asia4sale.com Ltd., it issued 9,000,000 shares for the assets that ZSUN people valued them at $7.1 million
($5million /.70=$7.14 million) Because AFSI is not a reporting entity yet, I have no idea that how may
shares of AFSI was kept by AFSI?s former shareholders. I don?t know who are them either. However, in
the past, the acquiring companies typically keep 30% of the acquired companies? shares. Therefore, AFSI
might have more than 13 million shares outstanding. AFSI?s market cap could be an astonishing $130
million. With only a few shares traded every day, this figure is very misleading. IMO, the bubble is waiting to
be burst.
This is another clever reverse-merger deal made by ZSUN?s backers, again and again. As long as the supply
of suckers is unlimited, you will see the same kind of deals springing up again and again.
The uniformed foreign investors who participated in IVC deal received 9 restricted shares of AFSI for each
share of Asia4sale.com Ltd. (9 million shares of AFSI/1 million shares of Asia4sale.com Ltd.) Although the
shares are restricted for one year, they may be happy to see their $7.14 per share investment is now
ballooned to $90 on paper. Of course, we don?t know what will happen by Feb. 10, 2001. We don?t know
whether the liquidity will be a problem.
ZSUN has received the sure profit of $5,000,000 and probably 2.7 million restricted shares of AFSI. It ain?t
too bad.
Does this clever deal change the fundamentals of Asia4sale.com? Not at all, AFSI is still a money-losing
business. However, ZSUN may be able to brush away Asia4sale.com?s heavy losses out of its book, if the
percentage of ownership in AFSI is less than 20%. The reason is that the equity method of accounting will
not apply anymore. The EPS can be significantly dressed up. ZSUN may value the investment in AFSI as
either a trading or an available-for-sale security at a fair market price of $27 million.Their balance sheet
suddenly looks very nice.
We will all find out when ZSUN announces the 4th quarter of 1999 EPS and 1st quarter of 2000 EPS.
These people are really "smart."
ragingbull.com |
| | AFSI Asia4Sale: When is an IPO not an IPO? | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last ReadRead Replies (2) |
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| To: Sir Auric Goldfinger who wrote (6) | 4/28/2000 5:51:00 PM | | From: StockDung | | | |
ASIA 4 SALE COM INC Form: NT 10-K Filing Date: 3/31/2000 Filing Index
TYPE: NT 10-K
SEQUENCE: 1
DESCRIPTION: 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 0-27611
NOTIFICATION OF LATE FILING
(CHECK ONE): /X/Form 10-K / /Form 20-F / /Form 11-K / /Form 10-Q / /Form N-SAR
For Period Ended: December 31, 1999
--------------------------------------------
/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended:
------------------------------
-------------------------------------------------------------------------------
READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
-------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
-------------------------------------------------------------------------------
PART I -- REGISTRANT INFORMATION
Asia 4 Sale.Com, Inc.
-------------------------------------------------------------------------------
Full Name of Registrant
H&L Investments, Incorporated
-------------------------------------------------------------------------------
Former Name if Applicable
3838 Camino Del Rio N., Suite 333
-------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
San Diego, California 92108
-------------------------------------------------------------------------------
City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
/X/ will be filed on or before the fifteenth calendar day following
the prescribed due date; or the subject quarterly report of
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach extra sheets if needed).
The Registrant is unable to file timely the Form 10-KSB due to the
Registrant's inability to obtain and complete its review of certain financial
information relating to its foreign subsidiary to be included in the Form
10-KSB.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Carmine J. Bua, III (619) 280-8000
---------------------------------- ----------------- ----------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If
answer is no, identify report(s). /X/ Yes / / No
---------------------------------------------------------------------------
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof? / / Yes /X/ No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
-------------------------------------------------------------------------------
Asia 4 Sale.Com, Inc.
---------------------------------------------------
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 30, 2000 By /s/ Carmine J. Bua, III
--------------------------------------- ----------------------------
Carmine J. Bua, III
Secretary
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
____________________________________ATTENTION__________________________________
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
_______________________________________________________________________________
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule O-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable
to submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).
|
| | AFSI Asia4Sale: When is an IPO not an IPO? | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last Read |
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| To: Sir Auric Goldfinger who wrote (5) | 4/28/2000 5:52:00 PM | | From: StockDung | | | |
AFSIE - ASIA 4 SALE.COM INC
Exchange: OTCBB
Delay: at least 15 minutes
Last Price: 9 at 13:47 EDT
Change: Unchanged (0.00%)
High: 9
Low: 9 at 13:47 EDT
Open: 9
Previous Close: 9 on 4/27
Volume: 5,400
Currency Units: US Dollar
Confirm all data with your broker or financial advisor before trading.
Data by: S&P ComStock |
| | AFSI Asia4Sale: When is an IPO not an IPO? | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last Read |
|
| To: Sir Auric Goldfinger who wrote (4) | 4/28/2000 8:09:00 PM | | From: StockDung | | | |
its amazing what you can find from asia4sales/H&L investment/Powertech/NETMEASURE TECHNOLOGY INC phone number (520) 577-1516 which showed up in asia4sale.com inc SEC filing. Glad I didn't ask Jeeves!!
NETMEASURE TECHNOLOGY INC filed this 10SB12G/A on 04/06/2000
On January 13, 1999, the SEC announced the temporary, ten-day suspension,
pursuant to Section 12(k) of the Securities Exchange Act of 1934, of over the
counter trading of the securities of Powertech, commencing at 9:30 a.m. on
January 14, 1999 and terminating at 11:59 p.m. on January 28, 1999, because of
questions raised about the accuracy and adequacy of publicly disseminated
information concerning, among other things, contracts entered into by the
issuer.
The SEC also is conducting a private investigation involving the Company
pursuant to a formal order entered on January 26, 1999, styled In the Matter of
PTC Group, Inc. (NY-6515). To the registrant's knowledge, the investigation is
continuing.
ASIA 4 SALE COM INC
Form: 10-12G Filing Date: 10/20/1999
freeedgar.com
H&L INVESTMENTS, INCORPORATED.
(Exact name of small business issuer in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization) 77-0438927
(I.R.S. Employer Identification No.) 9160 East Deer Trail
Tucson, Arizona 85710
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(520) 577-1516
otcbb.com
DailyListDate|Type|NewSymbol|OldSymbol|NewName|OldName|EffDate|Comments|Notes|CoPhone 12/08/1998|A||VCBC||Valley Community Bank (CA)|12/08/1998|||(925)
787-5700 12/08/1998|A||PTCD||Powertech Inc (NV)|12/08/1998|||(520) 577-1516
12/08/1998|A||AXRD**||A.X.R. Development Corporation Inc|12/08/1998|||(801) 942-0555 12/08/1998|AA||ESVS**||Enhanced Services Company Inc|12/08/1998||| 12/08/1998|A||YESS**||YES! Entertainment Corporation|12/08/1998||| 12/08/1998|AA||AUWS||Auto Wholesale Specialists Inc|12/08/1998||| 12/08/1998|AA||BDAU||Big Daddy's Auto Sales Inc|12/08/1998||| 12/08/1998|AA||GLFNW||Mchenery Metals Golf Corporation Wts A|12/08/1998||| 12/08/1998|AA||IICL||Internet International Communications Ltd|12/08/1998||| 12/08/1998|AA||ANYX||Anyox Resources Inc|12/08/1998||| 12/08/1998|S2|NCLS|AMGV**|Nucleus Inc (1-10 R/S & N/C)|American General Ventures Inc|12/09/1998||| 12/08/1998|S2|IAHMD|IAHM**|International American Homes Inc New (1-3 R/S)|International American Homes Inc|12/09/1998||| 12/08/1998|D||MXIG||Maxi Group Inc|12/08/1998|Failure to comply with 15c2-11|| 12/08/1998|S2|FOTG|AJBC**|Image-Photo Systems Inc|AJA Merchant Banking Corporation|12/09/1998||| 12/08/1998|D||LFAY**||Leslie Fay Inc|12/08/1998|Listed Nasdaq|| 12/08/1998|S2|DTOX|SWNV**|Cita Biomedical Inc|Southwestern Environmental Corporation|12/09/1998||| 12/08/1998|S2|AIRG|AIRGD**|Airtech International Group Inc|Airtech International Group Inc New|12/09/1998|||
library.northernlight.com
Title: /C O R R E C T I O N -- POWERTECH, INC./ IN SFW124, POWERTECH, INC. ANNOUNCES NAME CHANGE OF ITS SUBSIDIARY, MOVED ON JANUARY 26, 2000, WE are advised by the company that the first paragraph, first line, should have read "Powertech, Inc. (OTC: PTCD) ("Powertech")," rather than "Powertech, Inc. (NWTI: PWE.V) ("Powertech")," as incorrectly transmitted by PR Newswire. Complete, corrected text follows: Powertech Inc. Announces Name Change of Its Subsidiary
Summary: VANCOUVER, British Columbia, Jan 26, 2000 /PRNewswire via COMTEX/ -- Powertech, Inc. (OTC: PTCD) ("Powertech"), a Nevada corporation, today announced that it has changed the name of its wholly owned operating subsidiary, NETSentry Technology Inc., to NetMeasure Technology (Canada) Inc. |
| | AFSI Asia4Sale: When is an IPO not an IPO? | Stock Discussion ForumsShare | RecommendKeepReplyMark as Last ReadRead Replies (2) |
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| To: StockDung who wrote (9) | 5/1/2000 12:17:00 PM | | From: Sir Auric Goldfinger | | | |
The illustrious WHALE securites seems to have jumped inot the ASFI MM fray:
"A S F I U S ASTA FUNDING INC page 1 of 1
Time Mmkr Size B I D A S K Size Mmkr Time
10:39 INCA 18 5¬ 5? 1 SLKC 10:38
10:38 PGON 5 5 5? 1 PGON 10:38
8:53 ISLD 5 4? 7 1 WHAL 8:00
10:38 SLKC 1 3« 7ó 20 ISLD 8:53
8:00 WHAL 1 3 |
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