As filed with the Securities and Exchange Commission on February 12, 2001.

                                                  Registration No. 333- ________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                            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, California     92075
-------------------------------------------------------     --------------------
(Address of principal executive offices)                    (Zip Code)


                   Consulting Agreement With The McKenna Group
                   -------------------------------------------
                            (Full Title of the Plan)

                                Allen D. Hardman
                                President and CEO
                          462 Stevens Avenue, Suite 106
                         Solana Beach, California 92075
                     --------------------------------------
                     (Name and Address of Agent For Service)

                                 (858) 350-4060
          -----------------------------------------------------------
          (Telephone Number, Including Area Code of Agent For Service)

                          Copies of Communications to:
                             George G. Chachas, Esq.
                                Wenthur & Chachas
                     4180 La Jolla Village Drive, Suite 500
                           La Jolla, California 92037
                                 (858) 457-3800

                         Calculation of Registration Fee
<TABLE>
<CAPTION>
<S>                           <C>                 <C>                          <C>                        <C>
===========================================================================================================================
Title Of Securities To Be     Amount To Be        Proposed Maximum             Proposed Maximum           Amount Of
      Registered              Registered          Offering Price Per Share     Aggregate Offering Price   Registration Fee
---------------------------------------------------------------------------------------------------------------------------
      Common Stock,
par value $0.001 per share      318,339 Shares         $1.156(1)               $368,000                   $92
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)   Estimated  solely  for  the  purpose  of  calculating  the  amount  of the
      registration fee pursuant to Rule 457(h)(1) of the Securities Act of 1933,
      as amended,  (the "Securities Act"), and based on the closing price of the
      Common Stock, as reported by the OTC Bulletin Board, on January 23, 2001.

<PAGE>
                                    PART II.
                                    --------

               Information Required in the Registration Statement
               --------------------------------------------------

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

     ZiaSun  Technologies,  Inc.,  (the  "Registrant")  hereby  incorporates  by
reference into this Registration  Statement the following  documents  previously
filed with the Securities and Exchange Commission (the "Commission"):

          (a) The  Registrant's  Registration  Statement on Form 10-SB September
     10, 1999,  Commission  file No.  000-27349,  filed with the  Commission  on
     September 16, 1999, and all amendments thereto.

          (b) All other  reports  filed by the  Registrant  pursuant  to Section
     13(a) or 15(d) of the Securities  Exchange Act of 1934 ("the Exchange Act")
     since September 30, 1999.

          (c) The Company has one class of securities authorized,  consisting of
     250,000,000 shares,  $0.001 par value per share of common voting stock. The
     holders of the Company's common stock are entitled to one vote per share on
     each matter submitted to a vote at a meeting of shareholders. The shares of
     common  stock do not carry  cumulative  voting  rights in the  election  of
     directors.  Shareholders  of the Registrant  have no pre-emptive  rights to
     acquire  additional shares of common stock or other securities.  The common
     stock is not subject to redemption  rights and carries no  subscription  or
     conversion  rights.  In the event of  liquidation  of the  Registrant,  the
     shares of common  stock are entitled to share  equally in corporate  assets
     after satisfaction of all liabilities.

          (d) In addition, all documents subsequently filed pursuant to Sections
     13(a),  13(c),  14 and 15(d) of the Exchange Act,  prior to the filing of a
     post-effective  amendment which indicates that all securities  offered have
     been sold or which deregisters all securities then remaining unsold,  shall
     be deemed to be incorporated by reference into this registration  statement
     and to be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.
          -------------------------

     The terms,  rights and  provisions  applicable  to the Common Stock are set
forth in the Registrant's  Registration Statement No. 000-27349,  on Form 10-SB,
as amended,  and the Registrant's  Current Report on Form 8-K filed November 20,
2000,  which are  incorporated  by reference  into this  Registration  Statement
pursuant to Item 3(c).

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

     Not applicable.

                                       2
<PAGE>
Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

     Under the Nevada Revised  Statutes a corporation has the power to indemnify
any  person  who is made a  party  to any  civil,  criminal,  administrative  or
investigative  proceeding,  other  than  an  action  by or in the  right  of the
corporation,  by reason of the fact that such  person was a  director,  officer,
employee or agent of the corporation,  against  expenses,  including  reasonable
attorneys'  fees,  judgments,  fines and amounts paid in  settlement of any such
actions;  provided,  however, in any criminal proceeding, the Indemnified person
shall have had no reason to believe the conduct committed was unlawful.

     The Registrant's Restated Articles of Incorporation (the "Restated Articles
of  Incorporation")  provides that the liability of a director of the Registrant
shall be  eliminated  or limited to the fullest  extent  permitted by the Nevada
Revised Statutes (the "NRS").

     The NRS specifically provide as follows:

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

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

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

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

                                       3
<PAGE>
     Pursuant to Section  78.751(5) of the NRS, the  corporation  may advance an
officer's or director's  expenses incurred in defending any action or proceeding
upon receipt of an undertaking. Section 78.751(6)(a) provides that the rights to
indemnification and advancement of expenses shall not be deemed exclusive of any
other  rights  under  any  bylaw,   agreement,   stockholder  vote  or  vote  of
disinterested   directors.   Section   78.751(6)(b)   extends   the   rights  to
indemnification  and  advancement  of  expenses to former  directors,  officers,
employees and agents, as well as their heirs, executors, and administrators.

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

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

     In addition,  the Registrant has purchased  insurance pursuant to which its
directors  and officers are insured  against  liability  which they may incur in
their capacity as such.

     It  is  the  position  of  the  Securities  and  Exchange  Commission  (the
"Commission") that indemnification  against liabilities for violations under the
federal  securities  laws,  rules and regulations is against public policy.  See
subparagraph (h) of Item 9 below.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

     None. Not applicable.

Item 8.   Exhibits.
          --------

          Exhibit
          -------

          4.1  Restated Articles of Incorporation of the Registrant.
               (incorporated  herein  by  reference  to  Exhibit  3.1(e)  to the
               Registrant's Registration Statement on Form 10-SB, filed with the
               Commission on September 16, 1999 (Commission File No. 000-27349).

          4.2  Certificate of Amendment to the Articles of  Incorporation of the
               Registrant (incorporated herein by reference to Exhibit 3.1(f) to
               the  Registrant's  current  Report  on Form 8-K,  filed  with the
               Commission on November 20, 2000.

          4.3  Restated  Bylaws  of  the  Registrant   (incorporated  herein  by
               reference to Exhibit 3.3 to to the Registrant's current Report on
               Form 8-K, filed with the Commission on November 20, 2000.

          5.1  Opinion of Wenthur & Chachas

          23.1 Consent of HJ & Associates, LLP

          23.2 Consent of Wenthur & Chachas (included in Exhibit 5.1).

          24.1 Power of Attorney (included on signature page).

Item 9.   Undertakings.
          ------------

     The undersigned registrant hereby undertakes:

     (a)  (1) To file,  during any period in which  offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933 (the "1933 Act");

                                       4
<PAGE>
               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement; and

               (iii) To include any additional or changed  material  information
          with respect to the plan of distribution  not previously  disclosed in
          the Registration  Statement or any material change to such information
          in the Registration Statement;  provided,  however, only to the extent
          required by the general rules and regulations of the Commission.

          (2) That, for the purpose of determining  any liability under the 1933
     Act,  each  such  post-effective  amendment  shall  be  deemed  to be a new
     Registration  Statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) That for purposes of determining any liability under the 1933 Act, each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Exchange  Act (and,  where  applicable,  each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (h) Insofar as indemnification  for liabilities arising under the 1933 Act,
as amended,  may be permitted to directors,  executive  officers and controlling
persons of the  Registrant as outlined  above or otherwise,  the  Registrant has
been  advised that in the opinion of the  Commission,  such  indemnification  is
against  public  policy  as  expressed  in  the  1933  Act  and  is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a director, executive officer or controlling person of the Registrant in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  executive  officer  or  controlling  person  in  connection  with the
securities being  registered,  the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question of whether such  indemnification by it
is against  public  policy as  expressed in the 1933 Act and will be governed by
the final adjudication of such issue.

                                       5
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Solana Beach, State of California on the date written
below.

                                                  ZIASUN TECHNOLOGIES, INC.
                                                  A Nevada Corporation



Dated: January 31, 2001                           /S/ D. Scott Elder
                                                  -----------------------------
                                                  By:  D. Scott Elder
                                                  Its:  Chief Executive Officer



Dated: January 31, 2001                           /S/ Allen D. Hardman
                                                  -----------------------------
                                                  By:  Allen D. Hardman
                                                  Its:  President and COO


Dated: January 31, 2001                           /S/ Ross W. Jardine
                                                  -----------------------------
                                                  By:  Ross W. Jardine
                                                  Its:  Chief Financial Officer

                                       6
<PAGE>
                                POWER OF ATTORNEY
                                -----------------

KNOW ALL PERSONS BY THESE PRESENTS:

     That each person whose  signature  appears below  constitutes  and appoints
Allen D. Hardman, as such person's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution,  for such person and in such
person's name,  place and stead, in any and all capacities,  to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file same, with all exhibits  thereto,  and other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as such person might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and  agents,  or  any  of  them,  or  their  or  his  or  her
substitutes, may lawfully do or cause to be done by virtue thereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons on
behalf of the Registrant and in the capacities and on the dates indicated:

        Signature                     Title                              Date
        ---------                     -----                              ----

/S/ D. Scott Elder
-------------------------                                       Janaury 31, 2001
    D. Scott Elder          Chief Executive Officer and
                            Chairman of the Board of Directors


/S/ Allen D. Hardman
-------------------------
    Allen D. Hardman        President, Chief Operating Officer  January 23, 2001
                            and Director


/S/ Ross W. Jardine
-------------------------
    Ross W. Jardine         Chief Financial Offer (Principal    January 31, 2001
                            Financial Officer) and Director

/S/ Hans Von Meiss
-------------------------   Director                            January 31, 2001
    Hans Von Meis

/S/ Christopher D. Outram
-------------------------   Director                            January 31, 2001
    Christopher D. Outram


                                       7
<PAGE>

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

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

     4.1  Restated  Articles of  Incorporation  of the Registrant  (incorporated
          herein by reference to Exhibit 3.1(e) to the Registrant's Registration
          Statement on Form 10-SB,  filed with the  Commission  on September 16,
          1999 (Commission File No. 000-27349).

     4.2  Certificate  of  Amendment  to the  Articles of  Incorporation  of the
          Registrant  (incorporated herein by reference to Exhibit 3.1(f) to the
          Registrant's  current Report on Form 8-K, filed with the Commission on
          November 20, 2000.

     4.3  Restated Bylaws of the Registrant (incorporated herein by reference to
          Exhibit 3.3 to to the  Registrant's  current Report on Form 8-K, filed
          with the Commission on November 20, 2000.

     5.1  Opinion of Wenthur & Chachas

     23.1 Consent of HJ & Associates, LLP

     23.2 Consent of Wenthur & Chachas (included in Exhibit 5.1).

     24.1 Power of Attorney (included on signature page).

                                       8
<PAGE>
                                  EXHIBIT 5.1
                                  -----------

                               OPINION OF COUNSEL

                        [LETTERHEAD OF WENTHUR & CHACHAS]

                                February 12, 2001

ZiaSun Technologies, Inc.
Board of Directors
462 Stevens Avenue
Suite 106
Solana Beach, CA 92075

Re:  Opinion concerning the legality of the securities to be issued
     pursuant to the Registration Statement on Form S-8 to be filed
     by ZiaSun Technologies, Inc., a Nevada corporation

Dear Board of Directors:

     As  counsel  for  ZiaSun  Technologies,  Inc.,  a Nevada  corporation  (the
"Registrant" or the  "Company"),  and in connection with the issuance of 318,339
shares  of  the  Company's  common  stock,  $0.001  par  value  per  share  (the
"Securities") for consulting services provided by The McKenna Group, pursuant to
the terms embodied in that certain Venture Fund Agreement between the Registrant
and The McKenna Group dated July 3, 2000, I have been asked to render an opinion
as  to  the  legality  of  these  Securities,  which  are  to  be  covered  by a
Registration  Statement to be filed by the Company on Form S-8 of the Securities
and Exchange Commission (the  "Commission"),  and as to which this opinion is to
be filed as an exhibit.

     As you are aware,  no  services to be  performed  and billed to the Company
which are in any way related to a "capital  raising"  transaction may be paid by
the issuance of Securities  which are  Registered on Form S-8.  Further,  as set
forth in SEC Release No. 33-7646,  while the Company may contract for consulting
services  with an entity  that is not a natural  person,  the  securities  to be
registered  on Form  S-8,  must be issued  to the a  natural  person or  persons
working  for the  consulting  entity  who  provided  bona fide  services  to the
Company.  In this regard it is my understanding  that said shares will be issued
to Geoff Mott, who is the Managing Director of the McKenna Group.

         In connection  with  rendering my opinion,  which is set forth below, I
have reviewed and examined  originals or copies of the following  documents,  to
wit:

     1.   Articles of Incorporation and all restatements and amendments thereto;
     2.   By-laws and all restatements and amendments thereto;
     3.   Registration Statement on Form 10-SB, and all amendments thereto;

     4.   Quarterly  Reports on Form 10-QSB for the quarter ended  September 30,
          1999, as amended and March 31, 2000;

     5.   The Annual  Report on Form 10-KSB for the fiscal  year ended  December
          31, 1999; as amended,  and all  quarterly and period  reports filed by
          the Company thereafter to date; and

     6.   A copy of the  Venture  Fund  Agreement  between  the  Company and The
          McKenna Group.

<PAGE>
Opinion of Counsel
Page 2
--------------------------------------------------------------------------------

     I have also examined various other documents,  books, records,  instruments
and certificates of public officials,  directors,  executive officers and agents
of the Company,  and have made such  investigations as I have deemed reasonable,
necessary or prudent under the circumstances. Also, in rendering this opinion, I
have  reviewed  SEC  Release  No.  33-7646  pertaining  to the Final Rule of the
Securities and Exchange Commission adopting amendments to Form S-8.

     Further, as counsel for the Company, I have discussed the items relied upon
in rendering  this opinion and the  documents I have  examined  with one or more
directors and executive  officers of the Company,  and in all instances,  I have
assumed  the  genuineness  of all  signatures,  the legal  capacity  of  natural
persons,  the  authenticity of all documents  submitted to me as originals,  the
conformity  with the  original  documents  of all  documents  submitted to me as
certified or photostatic  copies and the  authenticity  of the originals of such
copies.  I have further  assumed that the  recipients of these  Securities to be
issued  and  registered  will be natural  persons  and have  provided  bona fide
services  to the  Company,  and  that  none  of the  services  performed  by the
recipients  shall  be or  were  be  related  in  any  way  to  "capital  raising
transactions."

     Based upon the foregoing and in reliance thereon, it is my opinion that the
Securities  to be issued for bona fide  consulting  services,  will,  upon their
issuance and delivery to the recipients  thereof,  who are natural  persons,  be
deemed  duly  and  validly  authorized,   legally  issued  and  fully  paid  and
non-assessable.  This  opinion is expressly  limited in scope to the  Securities
described  herein and which are to be expressly  covered by the above referenced
Registration  Statement  and does not  cover  any  subsequent  issuances  of any
securities  to be made in the future  pursuant  to any other  party or under any
other plans, if any,  pertaining to services  performed in the future.  Any such
transactions  are required to be included in a new  Registration  Statement or a
post-effective  amendment to the above referenced Registration Statement,  which
will be required to include a revised or a new opinion  concerning  the legality
of the Securities to be issued.

     Further,  this  opinion is limited  to the  corporate  laws of the State of
Nevada and the securities laws, rules and regulations of the United States,  and
I express no opinion with respect to the laws of any other jurisdiction.

     This opinion is based upon my knowledge of the law and facts as of the date
hereof,  and I assume no duty to communicate with you with respect to any matter
which may hereafter come to my attention.

     We  consent to the use of this  opinion  as an exhibit to the  Registration
Statement and further  consent to the use of our name wherever  appearing in the
Registration Statement,  including any amendment thereto;  however, this opinion
is not to be used,  circulated,  quoted or  otherwise  referred to for any other
purpose without my prior written consent

                                                  Sincerely,



                                                  /S/ George G. Chachas
                                                  George G. Chachas
GGC:lp
encl.
<PAGE>
                                  EXHIBIT 23.1
                                  ------------

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                      [LETTERHEAD OF HJ & ASSOCIATES, LLP]

                                January 26, 2001

ZiaSun Technologies, Inc.
Board of Directors
462 Stevens Avenue
Suite 106
Solana Beach, CA 92075

Ladies and Gentlemen:

     We hereby  consent to the use of our report  dated March 25,  2000,  in the
Form S-8 of ZiaSun Technologies,  Inc., a Nevada corporation. We also consent to
the use of our name as experts in the Form S-8.


/s/ HJ & Associates, LLP
HJ & Associates, LLP
(formerly Jones, Jensen & Company)
Certified Public Accountants
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "ZIASUN TECHNOLOGIES, INC. FORM S-8", "secsgml_size_bytes": 28609}]
{"company-data": {"conformed-name": "ZIASUN TECHNOLOGIES INC", "cik": "0001085705", "assigned-sic": "7389", "irs-number": "841376402", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55410", "film-number": "1533801"}, "business-address": {"street1": "462 STEVENS AVENUE", "street2": "SUITE 106", "city": "SOLANA BEACH", "state": "CA", "zip": "92075", "phone": "8583504060"}, "mail-address": {"street1": "462 STEVENS AVENUE", "street2": "SUITE 106", "city": "SOLANA BEACH", "state": "CA", "zip": "92075"}}
As filed with the Securities and Exchange Commission on February 12, 2001.

                                                  Registration No. 333- ________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM S-8

                        REGISTRATION STATEMENT UNDER THE
                             SECURITIES ACT OF 1933

                            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, California     92075
-------------------------------------------------------     --------------------
(Address of principal executive offices)                    (Zip Code)

                   Consulting Agreement With The McKenna Group
                   -------------------------------------------
                            (Full Title of the Plan)

                                Allen D. Hardman
                                President and CEO
                          462 Stevens Avenue, Suite 106
                         Solana Beach, California 92075
                     --------------------------------------
                     (Name and Address of Agent For Service)

                                 (858) 350-4060
          -----------------------------------------------------------
          (Telephone Number, Including Area Code of Agent For Service)

                          Copies of Communications to:
                             George G. Chachas, Esq.
                                Wenthur & Chachas
                     4180 La Jolla Village Drive, Suite 500
                           La Jolla, California 92037
                                 (858) 457-3800

                         Calculation of Registration Fee
===========================================================================================================================
Title Of Securities To Be     Amount To Be        Proposed Maximum             Proposed Maximum           Amount Of
      Registered              Registered          Offering Price Per Share     Aggregate Offering Price   Registration Fee
---------------------------------------------------------------------------------------------------------------------------
      Common Stock,
par value $0.001 per share      318,339 Shares         $1.156(1)               $368,000                   $92
---------------------------------------------------------------------------------------------------------------------------
(1)   Estimated  solely  for  the  purpose  of  calculating  the  amount  of the
      registration fee pursuant to Rule 457(h)(1) of the Securities Act of 1933,
      as amended,  (the "Securities Act"), and based on the closing price of the
      Common Stock, as reported by the OTC Bulletin Board, on January 23, 2001.
PART II.
                                    --------

               Information Required in the Registration Statement
               --------------------------------------------------

Item 3.   Incorporation of Documents by Reference.
          ---------------------------------------

     ZiaSun  Technologies,  Inc.,  (the  "Registrant")  hereby  incorporates  by
reference into this Registration  Statement the following  documents  previously
filed with the Securities and Exchange Commission (the "Commission"):

          (a) The  Registrant's  Registration  Statement on Form 10-SB September
     10, 1999,  Commission  file No.  000-27349,  filed with the  Commission  on
     September 16, 1999, and all amendments thereto.

          (b) All other  reports  filed by the  Registrant  pursuant  to Section
     13(a) or 15(d) of the Securities  Exchange Act of 1934 ("the Exchange Act")
     since September 30, 1999.

          (c) The Company has one class of securities authorized,  consisting of
     250,000,000 shares,  $0.001 par value per share of common voting stock. The
     holders of the Company's common stock are entitled to one vote per share on
     each matter submitted to a vote at a meeting of shareholders. The shares of
     common  stock do not carry  cumulative  voting  rights in the  election  of
     directors.  Shareholders  of the Registrant  have no pre-emptive  rights to
     acquire  additional shares of common stock or other securities.  The common
     stock is not subject to redemption  rights and carries no  subscription  or
     conversion  rights.  In the event of  liquidation  of the  Registrant,  the
     shares of common  stock are entitled to share  equally in corporate  assets
     after satisfaction of all liabilities.

          (d) In addition, all documents subsequently filed pursuant to Sections
     13(a),  13(c),  14 and 15(d) of the Exchange Act,  prior to the filing of a
     post-effective  amendment which indicates that all securities  offered have
     been sold or which deregisters all securities then remaining unsold,  shall
     be deemed to be incorporated by reference into this registration  statement
     and to be a part hereof from the date of filing of such documents.

Item 4.   Description of Securities.
          -------------------------

     The terms,  rights and  provisions  applicable  to the Common Stock are set
forth in the Registrant's  Registration Statement No. 000-27349,  on Form 10-SB,
as amended,  and the Registrant's  Current Report on Form 8-K filed November 20,
2000,  which are  incorporated  by reference  into this  Registration  Statement
pursuant to Item 3(c).

Item 5.   Interests of Named Experts and Counsel.
          --------------------------------------

     Not applicable.

                                       2
Item 6.   Indemnification of Directors and Officers.
          -----------------------------------------

     Under the Nevada Revised  Statutes a corporation has the power to indemnify
any  person  who is made a  party  to any  civil,  criminal,  administrative  or
investigative  proceeding,  other  than  an  action  by or in the  right  of the
corporation,  by reason of the fact that such  person was a  director,  officer,
employee or agent of the corporation,  against  expenses,  including  reasonable
attorneys'  fees,  judgments,  fines and amounts paid in  settlement of any such
actions;  provided,  however, in any criminal proceeding, the Indemnified person
shall have had no reason to believe the conduct committed was unlawful.

     The Registrant's Restated Articles of Incorporation (the "Restated Articles
of  Incorporation")  provides that the liability of a director of the Registrant
shall be  eliminated  or limited to the fullest  extent  permitted by the Nevada
Revised Statutes (the "NRS").

     The NRS specifically provide as follows:

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

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

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

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

                                       3
Pursuant to Section  78.751(5) of the NRS, the  corporation  may advance an
officer's or director's  expenses incurred in defending any action or proceeding
upon receipt of an undertaking. Section 78.751(6)(a) provides that the rights to
indemnification and advancement of expenses shall not be deemed exclusive of any
other  rights  under  any  bylaw,   agreement,   stockholder  vote  or  vote  of
disinterested   directors.   Section   78.751(6)(b)   extends   the   rights  to
indemnification  and  advancement  of  expenses to former  directors,  officers,
employees and agents, as well as their heirs, executors, and administrators.

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

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

     In addition,  the Registrant has purchased  insurance pursuant to which its
directors  and officers are insured  against  liability  which they may incur in
their capacity as such.

     It  is  the  position  of  the  Securities  and  Exchange  Commission  (the
"Commission") that indemnification  against liabilities for violations under the
federal  securities  laws,  rules and regulations is against public policy.  See
subparagraph (h) of Item 9 below.

Item 7.   Exemption from Registration Claimed.
          -----------------------------------

     None. Not applicable.

Item 8.   Exhibits.
          --------

          Exhibit
          -------

          4.1  Restated Articles of Incorporation of the Registrant.
               (incorporated  herein  by  reference  to  Exhibit  3.1(e)  to the
               Registrant's Registration Statement on Form 10-SB, filed with the
               Commission on September 16, 1999 (Commission File No. 000-27349).

          4.2  Certificate of Amendment to the Articles of  Incorporation of the
               Registrant (incorporated herein by reference to Exhibit 3.1(f) to
               the  Registrant's  current  Report  on Form 8-K,  filed  with the
               Commission on November 20, 2000.

          4.3  Restated  Bylaws  of  the  Registrant   (incorporated  herein  by
               reference to Exhibit 3.3 to to the Registrant's current Report on
               Form 8-K, filed with the Commission on November 20, 2000.

          5.1  Opinion of Wenthur & Chachas

          23.1 Consent of HJ & Associates, LLP

          23.2 Consent of Wenthur & Chachas (included in Exhibit 5.1).

          24.1 Power of Attorney (included on signature page).

Item 9.   Undertakings.
          ------------

     The undersigned registrant hereby undertakes:

     (a)  (1) To file,  during any period in which  offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933 (the "1933 Act");

                                       4
(ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  Registration  Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement; and

               (iii) To include any additional or changed  material  information
          with respect to the plan of distribution  not previously  disclosed in
          the Registration  Statement or any material change to such information
          in the Registration Statement;  provided,  however, only to the extent
          required by the general rules and regulations of the Commission.

          (2) That, for the purpose of determining  any liability under the 1933
     Act,  each  such  post-effective  amendment  shall  be  deemed  to be a new
     Registration  Statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

     (b) That for purposes of determining any liability under the 1933 Act, each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Exchange  Act (and,  where  applicable,  each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the Registration Statement shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (h) Insofar as indemnification  for liabilities arising under the 1933 Act,
as amended,  may be permitted to directors,  executive  officers and controlling
persons of the  Registrant as outlined  above or otherwise,  the  Registrant has
been  advised that in the opinion of the  Commission,  such  indemnification  is
against  public  policy  as  expressed  in  the  1933  Act  and  is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a director, executive officer or controlling person of the Registrant in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  executive  officer  or  controlling  person  in  connection  with the
securities being  registered,  the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,  submit to a court
of appropriate  jurisdiction the question of whether such  indemnification by it
is against  public  policy as  expressed in the 1933 Act and will be governed by
the final adjudication of such issue.

                                       5
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Solana Beach, State of California on the date written
below.

                                                  ZIASUN TECHNOLOGIES, INC.
                                                  A Nevada Corporation

Dated: January 31, 2001                           /S/ D. Scott Elder
                                                  -----------------------------
                                                  By:  D. Scott Elder
                                                  Its:  Chief Executive Officer

Dated: January 31, 2001                           /S/ Allen D. Hardman
                                                  -----------------------------
                                                  By:  Allen D. Hardman
                                                  Its:  President and COO

Dated: January 31, 2001                           /S/ Ross W. Jardine
                                                  -----------------------------
                                                  By:  Ross W. Jardine
                                                  Its:  Chief Financial Officer

                                       6
POWER OF ATTORNEY
                                -----------------

KNOW ALL PERSONS BY THESE PRESENTS:

     That each person whose  signature  appears below  constitutes  and appoints
Allen D. Hardman, as such person's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution,  for such person and in such
person's name,  place and stead, in any and all capacities,  to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file same, with all exhibits  thereto,  and other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as such person might
or  could  do  in  person,   hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and  agents,  or  any  of  them,  or  their  or  his  or  her
substitutes, may lawfully do or cause to be done by virtue thereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement has been signed below by the following  persons on
behalf of the Registrant and in the capacities and on the dates indicated:

        Signature                     Title                              Date
        ---------                     -----                              ----

/S/ D. Scott Elder
-------------------------                                       Janaury 31, 2001
    D. Scott Elder          Chief Executive Officer and
                            Chairman of the Board of Directors

/S/ Allen D. Hardman
-------------------------
    Allen D. Hardman        President, Chief Operating Officer  January 23, 2001
                            and Director

/S/ Ross W. Jardine
-------------------------
    Ross W. Jardine         Chief Financial Offer (Principal    January 31, 2001
                            Financial Officer) and Director

/S/ Hans Von Meiss
-------------------------   Director                            January 31, 2001
    Hans Von Meis

/S/ Christopher D. Outram
-------------------------   Director                            January 31, 2001
    Christopher D. Outram

                                       7
EXHIBIT INDEX
                                  -------------

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

     4.1  Restated  Articles of  Incorporation  of the Registrant  (incorporated
          herein by reference to Exhibit 3.1(e) to the Registrant's Registration
          Statement on Form 10-SB,  filed with the  Commission  on September 16,
          1999 (Commission File No. 000-27349).

     4.2  Certificate  of  Amendment  to the  Articles of  Incorporation  of the
          Registrant  (incorporated herein by reference to Exhibit 3.1(f) to the
          Registrant's  current Report on Form 8-K, filed with the Commission on
          November 20, 2000.

     4.3  Restated Bylaws of the Registrant (incorporated herein by reference to
          Exhibit 3.3 to to the  Registrant's  current Report on Form 8-K, filed
          with the Commission on November 20, 2000.

     5.1  Opinion of Wenthur & Chachas

     23.1 Consent of HJ & Associates, LLP

     23.2 Consent of Wenthur & Chachas (included in Exhibit 5.1).

     24.1 Power of Attorney (included on signature page).

                                       8
EXHIBIT 5.1
                                  -----------

                               OPINION OF COUNSEL

                        [LETTERHEAD OF WENTHUR & CHACHAS]

                                February 12, 2001

ZiaSun Technologies, Inc.
Board of Directors
462 Stevens Avenue
Suite 106
Solana Beach, CA 92075

Re:  Opinion concerning the legality of the securities to be issued
     pursuant to the Registration Statement on Form S-8 to be filed
     by ZiaSun Technologies, Inc., a Nevada corporation

Dear Board of Directors:

     As  counsel  for  ZiaSun  Technologies,  Inc.,  a Nevada  corporation  (the
"Registrant" or the  "Company"),  and in connection with the issuance of 318,339
shares  of  the  Company's  common  stock,  $0.001  par  value  per  share  (the
"Securities") for consulting services provided by The McKenna Group, pursuant to
the terms embodied in that certain Venture Fund Agreement between the Registrant
and The McKenna Group dated July 3, 2000, I have been asked to render an opinion
as  to  the  legality  of  these  Securities,  which  are  to  be  covered  by a
Registration  Statement to be filed by the Company on Form S-8 of the Securities
and Exchange Commission (the  "Commission"),  and as to which this opinion is to
be filed as an exhibit.

     As you are aware,  no  services to be  performed  and billed to the Company
which are in any way related to a "capital  raising"  transaction may be paid by
the issuance of Securities  which are  Registered on Form S-8.  Further,  as set
forth in SEC Release No. 33-7646,  while the Company may contract for consulting
services  with an entity  that is not a natural  person,  the  securities  to be
registered  on Form  S-8,  must be issued  to the a  natural  person or  persons
working  for the  consulting  entity  who  provided  bona fide  services  to the
Company.  In this regard it is my understanding  that said shares will be issued
to Geoff Mott, who is the Managing Director of the McKenna Group.

         In connection  with  rendering my opinion,  which is set forth below, I
have reviewed and examined  originals or copies of the following  documents,  to
wit:

     1.   Articles of Incorporation and all restatements and amendments thereto;
     2.   By-laws and all restatements and amendments thereto;
     3.   Registration Statement on Form 10-SB, and all amendments thereto;

     4.   Quarterly  Reports on Form 10-QSB for the quarter ended  September 30,
          1999, as amended and March 31, 2000;

     5.   The Annual  Report on Form 10-KSB for the fiscal  year ended  December
          31, 1999; as amended,  and all  quarterly and period  reports filed by
          the Company thereafter to date; and

     6.   A copy of the  Venture  Fund  Agreement  between  the  Company and The
          McKenna Group.
Opinion of Counsel
Page 2
--------------------------------------------------------------------------------

     I have also examined various other documents,  books, records,  instruments
and certificates of public officials,  directors,  executive officers and agents
of the Company,  and have made such  investigations as I have deemed reasonable,
necessary or prudent under the circumstances. Also, in rendering this opinion, I
have  reviewed  SEC  Release  No.  33-7646  pertaining  to the Final Rule of the
Securities and Exchange Commission adopting amendments to Form S-8.

     Further, as counsel for the Company, I have discussed the items relied upon
in rendering  this opinion and the  documents I have  examined  with one or more
directors and executive  officers of the Company,  and in all instances,  I have
assumed  the  genuineness  of all  signatures,  the legal  capacity  of  natural
persons,  the  authenticity of all documents  submitted to me as originals,  the
conformity  with the  original  documents  of all  documents  submitted to me as
certified or photostatic  copies and the  authenticity  of the originals of such
copies.  I have further  assumed that the  recipients of these  Securities to be
issued  and  registered  will be natural  persons  and have  provided  bona fide
services  to the  Company,  and  that  none  of the  services  performed  by the
recipients  shall  be or  were  be  related  in  any  way  to  "capital  raising
transactions."

     Based upon the foregoing and in reliance thereon, it is my opinion that the
Securities  to be issued for bona fide  consulting  services,  will,  upon their
issuance and delivery to the recipients  thereof,  who are natural  persons,  be
deemed  duly  and  validly  authorized,   legally  issued  and  fully  paid  and
non-assessable.  This  opinion is expressly  limited in scope to the  Securities
described  herein and which are to be expressly  covered by the above referenced
Registration  Statement  and does not  cover  any  subsequent  issuances  of any
securities  to be made in the future  pursuant  to any other  party or under any
other plans, if any,  pertaining to services  performed in the future.  Any such
transactions  are required to be included in a new  Registration  Statement or a
post-effective  amendment to the above referenced Registration Statement,  which
will be required to include a revised or a new opinion  concerning  the legality
of the Securities to be issued.

     Further,  this  opinion is limited  to the  corporate  laws of the State of
Nevada and the securities laws, rules and regulations of the United States,  and
I express no opinion with respect to the laws of any other jurisdiction.

     This opinion is based upon my knowledge of the law and facts as of the date
hereof,  and I assume no duty to communicate with you with respect to any matter
which may hereafter come to my attention.

     We  consent to the use of this  opinion  as an exhibit to the  Registration
Statement and further  consent to the use of our name wherever  appearing in the
Registration Statement,  including any amendment thereto;  however, this opinion
is not to be used,  circulated,  quoted or  otherwise  referred to for any other
purpose without my prior written consent

                                                  Sincerely,

                                                  /S/ George G. Chachas
                                                  George G. Chachas
GGC:lp
encl.
EXHIBIT 23.1
                                  ------------

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

                      [LETTERHEAD OF HJ & ASSOCIATES, LLP]

                                January 26, 2001

ZiaSun Technologies, Inc.
Board of Directors
462 Stevens Avenue
Suite 106
Solana Beach, CA 92075

Ladies and Gentlemen:

     We hereby  consent to the use of our report  dated March 25,  2000,  in the
Form S-8 of ZiaSun Technologies,  Inc., a Nevada corporation. We also consent to
the use of our name as experts in the Form S-8.

/s/ HJ & Associates, LLP
HJ & Associates, LLP
(formerly Jones, Jensen & Company)
Certified Public Accountants