United States Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2001
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ______________
Commission File No. 0-24459
ACCESSTEL, INC.
---------------
(Name of small business issuer in its charter)
UTAH 59-2159271
---- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5201 Great America Parkway, Suite 320-3102, Santa Clara, California 95054
-------------------------------------------------------------------------
(Address of principal executive offices, including zip code)
Issuer's telephone number, including area code: (408) 216-4756
--------------
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock $0.001 Par Value
-----------------------------
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]
The issuer had no operating revenues for the fiscal year ended December
31, 2001.
The aggregate market value of the issuer's common stock held by
non-affiliates of the Company as of March 31, 2002, was $539,682.
As of March 31, 2002 the issuer had 33,354,091 shares of common stock
issued and outstanding.
Transitional Small Business Disclosure Format: Yes [X] No [ ]
Documents incorporated by reference: None.
-----
Cautionary Statement Pursuant to Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995
----------------------------------------
This Annual Report on Form 10-KSB for the fiscal year ended December 31,
2001, contains "forward-looking" statements within the meaning of Section 27A
of the Securities Act of 1933, as amended (the "Securities Act"), including
statements that include the words "believes", "expects", "anticipates", or
similar expressions. These forward-looking statements may include, among
others, statements of expectations, beliefs, future plans and strategies,
anticipated events or trends, and similar expressions concerning matters that
are not historical facts. The forward-looking statements in this Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2001 involve
known and unknown risks, uncertainties and other factors that could the cause
actual results, performance or achievements of the Company to differ
materially from those expressed in or implied by the forward-looking
statements contained herein.
PART I.
ITEM 1. DESCRIPTION OF BUSINESS
Current Issue Overview.
-----------------------
The Company, then "Shopss.com, Inc.,", a Utah corporation, changed its
name to "AccessTel, Inc." effective February 16, 2001, in conjunction with the
acquisition of AccessTel, Inc., a Delaware corporation, in a "reverse"
reorganization transaction effective December 18, 2000. Litigation to rescind
this transaction was subsequently commenced on May 1, 2001, and a receiver was
appointed on May 3, 2001. AccessTel, Inc., formerly Shopss.com, Inc., is
somethimes referred to herein as the "Company".
The information contained herein is based on the information available to
the receiver, but due to the commencement of litigation and the appointment of
a receiver, such information may not be complete or accurate. Information
provided herein is given to the best knowledge of the receiver, and where it
is indicated herein that "management believes" or similar references to
management's knowledge, this information is provided to the best knowledge of
the receiver, and not management. A copy of this document has been provided
to members of management, and the receiver has used his best efforts to have
this document reviewed by them and, if appropriate, amended and updated.
The financial statements for the year ended December 31, 2000, consist of
the operations of Shopss.com, Inc., which have been presented as discontinued
operations. The financial statements for the year ended December 31, 2001,
exclude the operations of AccessTel, Inc. The balance sheet as of December
31, 2000, includes the assets and liabilities of AccessTel, Inc. and
Shopss.com, Inc.'s operations. The balance sheet as of December 31, 2001,
includes the assets and liabilities of Shopss.com, Inc.'s operations and
excludes the assets and liabilities of AccessTel, Inc.'s operations due to the
rescission litigation.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has suffered
recurring losses, has no operations and has a deficiency in working capital
and shareholders' equity at December 31, 2001 and 2000. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty. The Company's independent certified public
accountants have included a modification paragraph in their report on the
Company's financial statements for the year ended December 31, 2001 with
respect to this matter.
The Company is currently insolvent and has no business operations. The
Company's current efforts are focused on maintaining the corporate entity and
pursuing litigation against management of AccessTel, Inc. As a result of the
matters described herein, the Company may have to file for protection under
the United States Bankruptcy Code. Accordingly, there can be no assurances
that the Company will be able to continue in existence.
Business Developments During 2001.
----------------------------------
On May 1, 2001, Reed & Wangsgard, L.C. (formerly Droz, Reed & Wangsgard,
L.C.) filed suit in the Third Judicial District Court of Salt Lake County,
State of Utah (the "Court"), Civil No. 010903821 (the "Action"), to assert
claims, on behalf of its clients, prior management of the Company, against
AccessTel, Inc., a Delaware corporation, and the original shareholders of
Accesstel, Inc. The Complaint demands rescission of the Share Exchange
Agreement, and alleges that the Company was induced to enter into the Share
Exchange Agreement through a series of false representations made by
AccessTel, Inc. and its shareholders. The Complaint also includes alternative
causes of actions for fraud, conversion, injunctive relief, and the issuance
of a Writ of Replevin. On May 3, 2001, pursuant to the Motion of Reed &
Wangsgard, L.C., the Honorable Raymond Uno, Judge of the Court, issued an
Order appointing Leonard W. Burningham, Esq., a member of the Utah State Bar,
as receiver for the Company. Pursuant to such Order, the receiver is
authorized to prepare and file reports with the Securities and Exchange
Commission.
On May 16, 2001, pursuant to the Motion of Reed & Wangsgard, L.C., the
Honorable L.A. Dever, Judge of the Court, issued a Temporary Restraining Order
prohibiting the transfer of any shares of common stock issued by AccessTel,
Inc. and/or Shopss.com, Inc. which were issued in the name of any defendant
(other than the transfer agent) or held for the benefit of any such defendant.
On May 27, 2001, pursuant to the Motion of Reed & Wangsgard, L.C., the
Honorable L.A. Dever, Judge of the Court, issued a Preliminary Injunction
enjoining Atlas Stock Transfer Company from registering the transfer of, or
reissuing, any shares of common stock issued by the Company and/or Shopss.com,
Inc. which were issued in the name of any defendant (other than Atlas Stock
Transfer Company) or are held for the benefit of any defendant to the suit.
On January 17, 2002 Reed & Wangsgard, L.C. received written confirmation
from an agent of the Board of Directors of AccessTel, Inc., a Utah
corporation, that said Board of Directors have come to a unanimous decision to
settle the claim for rescission of the Share Exchange Agreement by rescinding
the Share Exchange Agreement. However, the Board of Directors of AccessTel,
Inc., a Utah corporation, failed and/or refused to follow through with their
agreement to rescind the Share Exchange Agreement. As a result, Reed &
Wangsgard, L.C. filed a Motion to Enforce Settlement with respect to the
agreement to rescind the Share Exchange Agreement. Although the Motion to
Enforce Settlement has not been scheduled to be heard, AccessTel, Inc. has not
timely filed a response to that Motion.
During February 2002, pursuant to the Motion of counsel for AccessTel,
Inc., a Delaware corporation, and the original shareholders of AccessTel,
Inc., the Honorable L.A. Dever, Judge of the Court, issued an order limiting
the Court's jurisdiction over certain of the defendants. As a result, the
court continued to have jurisdiction over the corporate defendants and through
it, plaintiffs may assert claims arising from the allegedly wrongful conduct
of current management.
The parties to the lawsuit are currently involved in settlement
negotiations. Although it is currently anticipated that this lawsuit will be
settled, which is expected to include rescission of the Share Exchange
Agreement, there can be no assurances in this regard. It is anticipated that
once the lawsuit is settled and the Share Exchange Agreement is rescinded, the
Company will seek to acquire a new business opportunity, which may require
related debt or equity financing, although there can be no assurances that the
Company will be successful in this regard.
Business Development History of the Company.
--------------------------------------------
Immediately prior to October 27, 1999, the Company was an inactive
publicly-held company. Effective October 27, 1999, pursuant to an Asset
Purchase Agreement, the Company purchased from OSCM - OneStop.com, Inc., a
Florida corporation
("OSCM"), an 80% ownership interest in CCM, all rights to an option to
purchase the remaining 20% ownership interest in CCM, and all assets relating
to the Shopss.com virtual shopping mall owned by OSCM, including all software,
web-sites and related technology, customers and customer lists, patents,
trademarks and trade names. In exchange for the acquired assets, the Company
issued to OSCM 12,000,000 shares of its common stock, which represented
approximately 60% of its outstanding shares of common stock after giving
effect to the transaction. The Company also agreed to assume the liabilities
relating to the Shopss.com business as recorded on the financial statements of
OSCM and the liabilities relating to the option of the stockholders of CCM to
require OSCM to purchase the remaining 20% interest in CCM. Pursuant to a
subsequent agreement in principle between the Company and OSCM, clarifications
were made to the effect that none of the assets relating to the Shopss.com
virtual shopping mall would include any of the assets or liabilities relating
to the virtual shopping mall operated by a subsidiary of OSCM in Israel, any
obligation of the Company to pay cash for the assets acquired from OSCM was
cancelled, the holdings of OSCM in the Company were decreased by canceling
11,000,000 shares of common stock owned by OSCM, the Company issued a warrant
to OSCM to purchase 3,000,000 shares of common stock at $5.00 per share for a
period of two years and the Company agreed to cancel all amounts due from
OSCM to the Company aggregating approximately $1,600,000. Immediately after
the closing of the Asset Purchase Agreement, the Company effected a 5.435034
forward split of its common stock.
After the closing of the Asset Purchase Agreement, the Company relied on
OSCM for a substantial portion of its working capital and provided OSCM with
computers and other equipment. As a result of certain financial difficulties
experienced by OSCM, OSCM was unable to provide working capital to the Company
and was also unable to pay the Company for the equipment which the Company had
delivered to OSCM and its affiliated entities. As a result of these financial
difficulties, the Company ceased operations and became insolvent, sold or
wrote-off its operating assets and terminated all of its employees during the
three months ended June 30, 2000.
Effective December 18, 2000, the Company entered into a Share Exchange
Agreement by and among Shopss.com, Inc., AccessTel, Inc., a Delaware
corporation, and the shareholders of AccessTel, Inc., pursuant to which the
Company acquired all of the shares of AccessTel, Inc. in exchange for
36,100,540 shares of common stock, which represented 80% of the issued and
outstanding of common stock of the Company after giving effect to the
transaction.
At the closing of this transaction, the existing officers and directors
resigned, and new officers and directors were appointed.
On January 16, 2001, the Board of Directors of the Company unanimously
adopted and a majority of the shareholders approved a stock option plan that
provided for the issuance of up to 20,000,000 shares of common stock of the
Company.
On January 24, 2001, the Board of Directors of the Company unanimously
adopted and a majority of the shareholders approved an amendment to the
Articles of Incorporation to increase the total authorized number of shares of
capital stock from 50,000,000 to 120,000,000, of which 100,000,000 shares are
common stock and 20,000,000 shares are preferred stock.
On February 16, 2001, the Company filed Articles of Amendment to its
Articles of Incorporation with the State of Utah to change the name of the
Company from "Shopss.com, Inc." to "AccessTel, Inc.," and to increase the
Company's equity capitalization to 100,000,000 shares of common stock and
20,000,000 shares of preferred stock.
ITEM 2. DESCRIPTION OF PROPERTY
As of December 31, 2001, the Company did not own or lease any property.
ITEM 3. LEGAL PROCEEDINGS
On May 1, 2001, Reed & Wangsgard, L.C. (formerly Droz, Reed & Wangsgard,
L.C.) filed suit in the Third Judicial District Court of Salt Lake County,
State of Utah (the "Court"), Civil No. 010903821 (the "Action"), to assert
claims, on behalf of its clients, prior management of the Company, against
AccessTel, Inc., a Delaware corporation, and the original shareholders of
AccessTel, Inc. The Complaint demands rescission of the Share Exchange
Agreement, and alleges that the Company was induced to enter into the Share
Exchange Agreement through a series of false representations made by
AccessTel, Inc. and its shareholders. The Complaint also includes alternative
causes of actions for fraud, conversion, injunctive relief, and the issuance
of a Writ of Replevin. On May 3, 2001, pursuant to the Motion of Reed &
Wangsgard, L.C., the Honorable Raymond Uno, Judge of the Court, issued an
Order appointing Leonard W. Burningham, Esq., a member of the Utah State Bar,
as receiver for the Company. Pursuant to such Order, the receiver is
authorized to prepare and file reports with the Securities and Exchange
Commission.
On May 16, 2001, pursuant to the Motion of Reed & Wangsgard, L.C., the
Honorable L.A. Dever, Judge of the Court, issued a Temporary Restraining Order
prohibiting the transfer of any shares of common stock issued by AccessTel,
Inc. and/or Shopss.com, Inc. which were issued in the name of any defendant
(other than the transfer agent) or held for the benefit of any such defendant.
On May 27, 2001, pursuant to the Motion of Reed & Wangsgard, L.C., the
Honorable L.A. Dever, Judge of the Court, issued a Preliminary Injunction
enjoining Atlas Stock Transfer Company from registering the transfer of, or
reissuing, any shares of common stock issued by the Company and/or Shopss.com,
Inc. which were issued in the name of any defendant (other than Atlas Stock
Transfer Company) or are held for the benefit of any defendant to the suit.
On January 17, 2002 Reed & Wangsgard, L.C. received written confirmation
from an agent of the Board of Directors of AccessTel, Inc., a Utah
corporation, that said Board of Directors have come to a unanimous decision to
settle the claim for rescission of the Share Exchange Agreement by rescinding
the Share Exchange Agreement. However, the Board of Directors of AccessTel,
Inc., a Utah corporation, failed and/or refused to follow through with their
agreement to rescind the Share Exchange Agreement. As a result, Reed &
Wangsgard, L.C. filed a Motion to Enforce Settlement with respect to the
agreement to rescind the Share Exchange Agreement. Although the Motion to
Enforce Settlement has not been scheduled to be heard, AccessTel, Inc. has not
timely filed a response to that Motion.
During February 2002, pursuant to the motion of counsel for AccessTel,
Inc., a Delaware corporation, and the original shareholders of AccessTel,
Inc., the Honorable L.A. Dever, Judge of the Court, issued an order limiting
the Court's jurisdiction over certain of the defendants. As a result, the
court continued to have jurisdiction over the corporate defends and through
it, plaintiffs may assert claims arising from the allegedly wrongful conduct
of current management.
The parties to the lawsuit are currently involved in settlement
negotiations. Although it is currently anticipated that this lawsuit will be
settled, which is expected to include rescission of the Share Exchange
Agreement, there can be no assurances in this regard. It is anticipated that
once the lawsuit is settled and the Share Exchange Agreement is rescinded, the
Company will seek to acquire a new business opportunity, which may require
related debt or equity financing, although there can be no assurances that the
Company will be successful in this regard.
Lawrence Liang, current Chief Executive Officer, President and a
director, and Stuart Bockler, current Chief Financial Officer, Secretary and a
director, are named as defendants in the Complaint.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of the Company's security holders
during the fourth quarter of the fiscal year ended December 31, 2001.
PART II.
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
(a) Market Information
Since February 27, 2001, the common stock of the Company has been traded
on the OTC Bulletin Board under the symbol "ATEL". The following table sets
forth the range of reported closing bid prices of the Company's common stock
during the periods indicated. Such quotations reflect prices between dealers
in securities and do not include any retail mark-up, mark-down or commission,
and may not necessarily represent actual transactions. Trading in the
Company's common stock has been limited and sporadic, and should not be deemed
to constitute an "established trading market". The information set forth
below reflects the October 1999 5.435034 forward split of the Company's common
stock.
High Low
Fiscal Year Ended December 31, 2000:
Three months ended -
March 31, 2000 $3.00 $0.41
June 30, 2000 0.53 0.15
September 30, 2000 3.00 0.40
December 31, 2000 2.25 0.72
Fiscal Year Ended December 31, 2001:
Three months ended -
March 31, 2001 $0.87 $0.20
June 30, 2001 0.28 0.07
September 30, 2001 0.14 0.06
December 31, 2001 0.15 0.06
(b) Holders
As of March 31, 2002, the Company had approximately 146 common
shareholders of record, excluding shares held in "street name" by brokerage
firms and other nominees who hold shares for multiple investors.
(c) Dividends
Holders of common stock are entitled to receive dividends if, as and when
declared by the Board of Directors out of funds legally available for
distribution, subject to the dividend and liquidation rights of any preferred
stock that may be issued and outstanding. The Company has not paid cash
dividends on its common stock and has no present intention of paying cash
dividends in the foreseeable future. It is the present policy of the Board of
Directors to retain all earnings to provide for the future growth and
development of the Company's business operations.
(d) Sales of Unregistered Securities
The Company did not sell any securities during the year ended December
31, 2001, except those that are contested in the civil action discussed in
Item 3. The following table outlines the sales of "restricted securities"
during the year ended December 31, 2000:
Date Shares Consideration
---- ------ -------------
Exercise of stock options
for common stock 2000 800,000 $ 800
Conversion of debt to preferred
stock 2000 561,060 $736,200
Sale of preferred stock 2000 453,500 $907,000(1)
Conversion of preferred stock
to common stock 2000 1,410,392 $ 1,410
Common shares issued due to
reverse merger 2000 22,770,603 $ 22,771(2)
Sale of common stock 2000 1,175,000 $ 1,175(3)
Conversion of debt to equity 2000 2,466,356 $1,284,867(4)
Issuance of common stock to 2000 1,011,740 $ 1,012(5)
former officers for services and
debt
(1) The Company sold 453,500 shares of preferred stock pursuant to a
Private Placement Memorandum at $2.00 per unit. Each unit consisted of one
share of preferred stock and one warrant to purchase one share of common stock
at an exercise price of $5.00 for a term of six months and include various
redemption terms by the Company. These shares of preferred were converted to
common stock prior to the merger.
(2) Pursuant to the reverse merger 19,703,835 shares of Shoppss.com Inc.
common stock were issued, including 1,045,595 shares issued pursuant to
certain anti-dilution provisions. An additional 13,681,560 shares of common
stock were reserved for issuance with respect to outstanding stock options.
(3) 1,175,000 shares of common stock were issued pursuant to a Private
Placement.
(4) 2,466,356 shares of common stock were issued for $1,284,867 of
indebtedness converted into equity.
(5) 1,011,740 shares of common stock were issued to the former officers of
Shoppss.com, Inc. for services and indebtedness converted into equity.
Sales of any of these securities could have an adverse effect on any
market that develops for securities of the Company.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Overview.
---------
Shopss.com, Inc., a Utah corporation, changed its name to "AccessTel,
Inc." effective February 16, 2001, in conjunction with the acquisition of
AccessTel, Inc., a Delaware corporation, in a reverse merger transaction
effective December 18, 2000. Litigation to rescind this transaction was
subsequently commenced on May 1, 2001, and a receiver was appointed on May 3,
2001 (see "ITEM 3. LEGAL PROCEEDINGS"). AccessTel, Inc., formerly Shopss.com,
Inc., is referred to herein as the "Company".
The information contained herein is based on the information available to
the receiver, but due to the commencement of litigation and the appointment of
a receiver, such information may not be complete or accurate. Information
provided herein is given to the best knowledge of the receiver, and where it
is indicated herein that "management believes" or similar references to
management's knowledge, this information is provided to the best knowledge of
the receiver, and not management. A copy of this document has been provided
to members of management, and the receiver has used his best efforts to have
this document reviewed by them and, if appropriate, amended and updated.
The financial statements for the year ended December 31, 2000 consist of
the operations of Shopss.com, Inc., which have been presented as discontinued
operations. The financial statements for the year ended December 31, 2001
exclude the operations of AccessTel, Inc. The balance sheet as of December
31, 2000 includes the assets and liabilities of both the AccessTel, Inc. and
Shopss.com, Inc. operations. The balance sheet as of December 31, 2001
includes the assets and liabilities of Shopss.com, Inc.'s operations and
excludes the assets and liabilities of AccessTel, Inc.'s operations due to the
rescission litigation.
The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. The Company has suffered
recurring losses, has no operations and has a deficiency in working capital
and shareholders' equity at December 31, 2001 and 2000. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty. The Company's independent certified public
accountants have included a modification paragraph in their report on the
Company's financial statements for the year ended December 31, 2001 with
respect to this matter.
The Company is currently insolvent and has no business operations. The
Company's current efforts are focused on maintaining the corporate entity and
pursuing litigation against management. As a result of the matters described
herein, the Company may have to file for protection under the United States
Bankruptcy Code. Accordingly, there can be no assurances that the Company
will be able to continue in existence.
Results of Operations.
----------------------
During the year ended December 31, 2001, the Company incurred general and
administrative expenses of $257,869, which consisted of legal and accounting
expenses of $143,869 and charges by a shareholder for services rendered of
$114,000, and interest expense of $1,808 related to advances by a shareholder
to or on behalf of the Company.
During the year ended December 31, 2000, the Company incurred a net loss
of ($777,076), which consisted entirely of a loss from discontinued
operations. The loss from discontinued operations consisted of a loss from
operations of $710,276 and a write-off of start-up costs and research and
development costs of $66,800.
Liquidity and Capital Resources - December 31, 2001.
----------------------------------------------------
Operating Activities.
---------------------
At December 31, 2001, the Company had no cash resources and a working
capital deficit of ($1,256,308), as a result of which the Company was
insolvent. The Company utilized $166,736 of cash in operating activities
during the year ended December 31, 2001, as compared to utilizing $592,905 of
cash during the year ended December 31, 2000.
Financing Activities.
---------------------
During the year ended December 31, 2001, a shareholder made advances to
or on behalf of the Company aggregating $52,736, pursuant to a line of credit
with interest at 1% below the prime rate. These advances have been used to
fund general and administrative expenses, consisting primarily of legal and
accounting fees. There can be no assurances that the shareholder will
continue to make such advances to or on behalf of the Company. The Company
also incurred fees to the shareholder for services rendered of $114,000 for
the year ended December 31, 2001.
ITEM 7. FINANCIAL STATEMENTS
ACCESSTEL, INC.
INDEX TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001 AND 2000
Independent Auditors' Report - Radin, Glass & Co., LLP
Financial Statements:
Consolidated Balance Sheets - December 31, 2001 and 2000
Consolidated Statements of Operations - Years Ended December 31, 2001 and
2000
Consolidated Statements of Cash Flows - Years Ended December 31, 2001 and
2000
Consolidated Statements of Stockholders' Deficiency - Years Ended
December 31, 2001 and 2000
Notes to Consolidated Financial Statements - Years Ended December 31,
2001 and 2000
INDEPENDENT AUDITORS' REPORT
Shareholders and Directors
AccessTel, Inc.
We have audited the accompanying balance sheets of AccessTel, Inc. as of
December 31, 2001 and 2000, and the related statements of operations,
shareholders' deficiency and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AccessTel, Inc. as of
December 31, 2001 and 2000, and the results of its operations and cash flows
for the years then ended, in conformity with accounting principles generally
accepted in the United States.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has suffered from
recurring losses from operations, including net losses of $259,677 and
$777,076 for the years ended December 31, 2001 and 2000, respectively, and had
a deficit in working capital and a deficiency in stockholders' equity as of
December 31, 2001. These factors raise substantial doubt the Company's
ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
On May 1, 2001, the Company was sued by the former shareholders of Shopss.com,
Inc., which had been merged with the Company on December 18, 2000 as described
at Note 1. The complaint alleges that AccessTel, Inc. and its former
stockholders made false representations, inducing Shopss.com, Inc. to enter
into the merger. The complaint demands rescission. On May 3, 2001, the Court
issued an order appointing a receiver for the Company to perform certain
duties. The financial statements as of December 31, 2001 and for the year
ended include the assets and liabilities of Shopss.com, Inc.'s operations and
exclude the assets and liabilities of Accesstel, Inc.'s operations due to the
rescission litigation.
/s/Radin, Glass & Co., LLP
Radin, Glass & Co., LLP
Certified Public Accountants
New York, New York
May 14, 2002
ACCESSTEL, INC.
BALANCE SHEETS
DECEMBER 31, 2001 AND 2000
2001 2000
---- ----
ASSETS
Current assets:
Cash and cash equivalents $ - $542,952
Other receivables - 1,320
--------- ---------
Total current assets - 544,272
--------- ---------
Property and equipment - 38,223
Less accumulated depreciation - (3,326)
--------- ---------
- 34,897
--------- ---------
Deposits - 3,994
--------- ---------
Total assets $ - $ 583,163
========= =========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable and accrued
liabilities $1,087,764 $1,028,631
Taxes payable - 116,719
Due to stockholder 166,736 -
Accrued interest payable 1,808 -
--------- ----------
Total current liabilities 1,256,308 1,145,350
--------- ----------
Stockholders' deficiency:
Preferred stock, $1.00 par value;
authorized - 20,000,000 shares;
issued and outstanding - none - -
Common stock, $0.001 par value;
authorized - 100,000,000 shares;
issued and outstanding -
33,354,091 shares 33,354 33,354
Additional paid-in capital 325,091 759,535
Accumulated deficit (1,614,753) (1,355,076)
--------- ---------
Total stockholders' deficiency (1,256,308) (562,187)
--------- ---------
Total liabilities and stockholders'
deficiency $ - $ 583,163
========= =========
See accompanying notes to financial statements.
ACCESSTEL, INC.
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2001 AND 2000
2001 2000
---- ----
Revenues $ - $ -
Cost of revenues - -
------- -------
Gross profit - -
------- -------
General and administrative
expenses 257,869 -
Interest expense 1,808 -
------- -------
Loss from continuing operations 259,667 -
------- -------
Discontinued operations:
Loss from operations - (710,276)
Write-off of start-up costs
and research and development
costs - (66,800)
------- -------
- (777,076)
------- -------
Net loss $(259,677) $(777,076)
======= =======
Net loss per common share
(basic and diluted):
Continuing operations $(0.01) $ -
Discontinued operations - (0.03)
----- -----
$(0.01) $(0.03)
===== ====
Weighted average common
shares outstanding
(basic and diluted) 33,354,091 29,922,347
========== ==========
See accompanying notes to financial statements.
ACCESSTEL, INC.
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2001 AND 2000
2001 2000
---- ----
Cash flows from operating
activities:
Net loss $ (259,677) $ (777,076)
Adjustments to reconcile
net loss to net cash
used in operating
activities:
Amortization of
stock-based
compensation - 125,000
Depreciation and
amortization - 3,326
Changes in operating
assets and liabilities:
(Increase) decrease in:
Other receivables - (880)
Deposits - (3,994)
Increase (decrease) in:
Accounts payable and
accrued expenses 91,133 (56,000)
Taxes payable - 116,719
Accrued interest
payable 1,808 -
--------- ---------
Net cash used in operating
activities (166,736) (592,905)
--------- ---------
Cash flows from investing
activities:
Purchases of property and
equipment - (38,223)
--------- ---------
Net cash used in investing
activities - (38,223)
--------- ---------
(continued)
ACCESSTEL, INC.
STATEMENTS OF CASH FLOWS (continued)
YEARS ENDED DECEMBER 31, 2001 AND 2000
2001 2000
---- ----
Cash flows from financing
activities:
Sale of preferred stock - 907,000
Debt converted into preferred
stock - 267,080
Increase in due to shareholder 166,736 -
--------- ---------
Net cash provided by financing
activities 166,736 1,174,080
--------- ---------
Cash and cash equivalents:
Net increase (decrease) - 542,952
At beginning of period - -
--------- ---------
At end of period $ - $ 542,952
========= =========
Supplemental Disclosures of
Cash Flow Information:
Interest paid - -
Taxes paid - -
Non-Cash Financing Transactions:
Conversion of debt into preferred
stock - $ 736,200
Conversion of preferred stock
into common stock - 1,643,200
Assumption of Shopss.com, Inc.
indebtedness - 996,631
Stock options issued for services - 1,000,000
See accompanying notes to financial statements.
ACCESSTEL, INC.
STATEMENT OF STOCKHOLDERS' DEFICIENCY
YEARS ENDED DECEMBER 31, 2001 AND 2000
Preferred Stock Common Stock
Shares Amount Shares Amount
Balance as of December 31, 1999 - - 3,720,000 3,720
Issuance of common stock upon
exercise of stock options - - 800,000 800
Issuance of unqualified stock
options - - - -
Conversion of debt into preferred
stock 561,060 736,200 - -
Sale of preferred stock 453,500 907,000 - -
Conversion of preferred stock
into common stock (1,014,560) (1,643,200) 1,410,392 1,410
Common stock issued in
reverse merger - - 22,770,603 22,771
Sale of common stock - - 1,175,000 1,175
Conversion of debt into
common stock - - 2,466,356 2,466
Issuance of common stock to
former officers for services
and debt - - 1,011,740 1,012
Net loss for the period - - - -
Balance as of December 31, 2000 - $ - 33,354,091 $ 33,354
[continued]
ACCESSTEL, INC.
STATEMENT OF STOCKHOLDERS' DEFICIENCY
YEARS ENDED DECEMBER 31, 2001 AND 2000
Accumulated
Deficit
Additional During Total
Paid in Development Unearned Stockholders'
Capital Stage Compensation Equity
Balance as of December 31, 1999 16,320 (578,000) - (557,900)
Issuance of common stock upon
exercise of stock options 80 - - 880
Issuance of unqualified stock
options 1,000,000 - (875,000) 125,000
Conversion of debt into preferred
stock - - - 736,200
Sale of preferred stock - - - 907,000
Conversion of preferred stock
into common stock 1,641,790 - - -
Common stock issued in
reverse merger (3,971,330) - 875,000 (3,073,559)
Sale of common stock 586,325 - - 587,500
Conversion of debt into
common stock 1,282,401 - - 1,284,867
Issuance of common stock to
former officers for services
and debt 203,949 - - 204,961
Net loss for the period - (777,076) - (777,076)
Balance as of December 31, 2000 $759,535 $(1,355,076) $ - $ (562,187)
See notes to financial statements.
ACCESSTEL, INC.
STATEMENT OF STOCKHOLDERS' DEFICIENCY
YEARS ENDED DECEMBER 31, 2001 AND 2000
Preferred Stock Common Stock
Shares Amount Shares Amount
Effect of rescission - - - -
Net loss for the period - - - -
--------- --------- ---------- ------
Balance, December 31, 2001 - - 33,354,091 $33,354
========= ========= ========== ======
CONTINUED
ACCESSTEL, INC.
STATEMENT OF STOCKHOLDERS' DEFICIENCY
YEARS ENDED DECEMBER 31, 2001 AND 2000
Accumulated
Deficit
Additional During Total
Paid in Development Unearned Stockholders'
Capital Stage Compensation Equity
Effect of rescission (434,444) - - (434,444)
Net loss for the period - (259,677) - (259,677)
-------- -------- ------- --------
Balance, December 31, 2001 $325,091 $(1,614,753) $ - $(1,256,308)
======== =========== ======= ===========
See accompanying notes to financial statements.
ACCESSTEL, INC.
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001 AND 2000
1. Business
Shopss.com, Inc., a Utah corporation, changed its name to AccessTel, Inc.
effective February 16, 2001, in conjunction with the acquisition of AccessTel,
Inc., a Delaware corporation, in a reverse merger transaction effective
December 18, 2000 (Note 5). Litigation to rescind this transaction was
subsequently commenced on May 1, 2001, and a receiver was appointed on May 3,
2001 (Note 8). AccessTel, Inc., formerly Shopss.com, Inc., is referred to
herein as the "Company".
The information contained herein is based on the information available to the
receiver, but due to the commencement of litigation and the appointment of a
receiver, such information may not be complete or accurate. Information
provided herein is given to the best knowledge of the receiver, and where it
is indicated herein that "management believes" or similar references to
management's knowledge, this information is provided to the best knowledge of
the receiver, and not management. A copy of this document has been provided
to members of management, and the receiver has used his best efforts to have
this document reviewed by them and, if appropriate, amended and updated.
The financial statements for the year ended December 31, 2000 consist of the
operations of Shopss.com, Inc., which have been presented as discontinued
operations. The financial statements for the year ended December 31, 2001
exclude the operations of AccessTel, Inc. The balance sheet as of December
31, 2000 includes the assets and liabilities of both the AccessTel, Inc. and
Shopss.com, Inc. operations. The balance sheet as of December 31, 2001
includes the assets and liabilities of Shopss.com, Inc.'s operations and
excludes the assets and liabilities of AccessTel, Inc.'s operations due to the
rescission litigation.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has suffered recurring
losses, has no operations and has a deficiency in working capital and
shareholders' equity at December 31, 2001 and 2000. These factors raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty. The Company's independent certified public
accountants have included a modification paragraph in their report on the
Company's financial statements for the year ended December 31, 2001 with
respect to this matter.
The Company is currently insolvent and has no business operations. The
Company's current efforts are focused on maintaining the corporate entity and
pursuing litigation against management. As a result of the matters described
herein, the Company may have to file for protection under the United States
Bankruptcy Code. Accordingly, there can be no assurances that the Company
will be able to continue in existence.
2. Summary of Significant Accounting Principles
Cash and Cash Equivalents
The Company classifies highly liquid temporary investments with an original
maturity of three months or less when purchased as cash equivalents. As of
December 31, 2000, the Company had cash balances in excess of $100,000, which
exceeds the FDIC insurance limits and was therefore uninsured. In addition,
approximately $250,000 of such cash and cash equivalents were held in a bank
account in China at December 31, 2000.
Property and Equipment
Property and equipment are stated at cost. Maintenance and repairs are
charged to expenses as incurred. Depreciation is provided for over the
estimated useful lives of the individual assets using the straight-line
method.
Fair Value of Financial Instruments
The carrying amounts reported in the balance sheet for cash, receivables, and
accrued expenses approximate fair value based on the short-term maturity of
these instruments.
Stock-Based Compensation
SFAS No. 123, "Accounting for Stock-Based Compensation", establishes a fair
value method of accounting for stock-based compensation plans and for
transactions in which an entity acquires goods or services from non-employees
in exchange for equity instruments. SFAS No. 123 also encourages, but does
not require, companies to record compensation cost for stock-based employee
compensation. The Company has chosen to continue to account for stock-based
compensation utilizing the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees",
with pro forma disclosures of net income (loss) as if the fair value method
had been applied. Accordingly, compensation cost for stock options is
measured as the excess, if any, of the fair market price of the Company's
common stock at the date of grant over the amount an employee must pay to
acquire the stock.
Comprehensive Income
The Company has adopted SFAS No. 130, "Reporting Comprehensive Income", which
establishes standards for reporting and display of comprehensive income, its
components and accumulated balances. Comprehensive income is defined to
include all changes in equity during a period from non-owner sources.
Comprehensive income (loss) equaled net income (loss) for the years ended
December 31, 2001 and 2000.
Income Taxes
The Company utilizes the liability method of accounting for income taxes as
set forth in SFAS No. 109, "Accounting for Income Taxes." Under the liability
method, deferred taxes are determined based on the difference between the
financial statement and tax bases of assets and liabilities using enacted tax
rates in effect in the years in which the differences are expected to reverse.
As of December 31, 2001, the Company had a federal net operating loss
carryforward of approximately $1,000,000, which expires beginning in 2019. A
100% valuation allowance has been provided with respect to the deferred tax
assets as the Company cannot determine that it is more likely than not that it
will be able to realize the deferred tax assets.
Due to restrictions imposed by the Internal Revenue Code regarding substantial
changes in ownership of companies with loss carryforwards, the utilization of
the Company's federal net operating loss carryforwards will be limited as a
result of changes in the Company's stock ownership in prior years.
Loss Per Share
The Company has adopted SFAS No. 128, "Earnings Per Share". SFAS No. 128
provides for the calculation of basic and diluted earnings per share. Basic
earnings per share includes no dilution and is computed by dividing net income
(loss) available to common stockholders by the weighted average number of
common shares outstanding for the period. Diluted earnings per share reflects
the potential dilution relating to outstanding stock options, warrants and
convertible debt. The loss per common share does not include the exercise of
outstanding stock options and warrants, since their effect would be anti-
dilutive.
Accounting for Long-Lived Assets
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed of", establishes guidelines regarding when
impairment losses on long-lived assets, which include plant and equipment and
certain identifiable intangible assets, should be recognized and how
impairment losses should be measures. The Company periodically reviews such
assets for impairment whenever circumstances and situations indicate that the
carrying amounts may not be recoverable, and records any such losses in the
period in which such determination is made.
Accounting Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
3. Property and Equipment
At December 31, 2001 and 2000, property and equipment consists of the
following:
2001 2000
---- ----
Leasehold improvements $ - $ 30,002
Furniture and fixtures - 8,221
----- ------
- 38,223
Less accumulated depreciation - (3,326)
----- ------
$ - $ 34,897
===== ======
Leasehold improvements are depreciated over two years. Furniture and fixtures
are depreciated over three to seven years.
4. Transactions with Shareholder
During the year ended December 31, 2001, a shareholder made advances to or on
behalf of the Company aggregating $52,736, pursuant to a line of credit with
interest at 1% below the prime rate. Related interest expense recorded during
the year ended December 31, 2001 was $1,808. These advances have been used to
fund general and administrative expenses, consisting primarily of legal and
accounting fees. There can be no assurances that the shareholder will
continue to make such advances to or on behalf of the Company. The Company
also incurred fees to the shareholder for services rendered of $114,000 for
the year ended December 31, 2001.
5. Equity Transactions
In 1999, the founders of AccessTel, Inc., a Delaware corporation, issued
3,720,000 shares of common stock to themselves for $20,000.
In 2000, AccessTel, Inc., a Delaware corporation, sold 453,500 shares of
preferred stock pursuant in a private placement at $2.00 per unit. Each unit
consisted of one share of preferred stock and one warrant to purchase one
share of common stock, exercisable at $5.00 per share for a period of six
months. These shares of preferred stock were converted into common stock
prior to the merger, as described below.
On December 18, 2000, AccessTel, Inc., a Delaware corporation, merged with
Shopss.com, Inc., a public company, with AccessTel, Inc. being the successor
entity. Shopss.com, Inc. subsequently changed its name to Accesstel, Inc.
The transaction has been accounted for as a reverse merger, and is considered
to be a recapitalization of AccessTel, Inc., a Delaware corporation, which is
deemed to be the predecessor entity. The details of the merger and other
simultaneous transactions are as follows:
(a) A total of 19,703,835 shares of Shoppss.com, Inc. common stock were
issued, including 1,045,595 shares issued pursuant to certain anti-
dilution provisions. An additional 13,681,560 shares of common stock
were reserved for issuance with respect to outstanding stock options.
(b) A total of 1,175,000 shares of common stock were issued pursuant to a
private placement.
(c) A total of 2,466,356 shares of common stock were issued for $1,284,867
of indebtedness converted into equity.
(d) A total of 1,011,740 shares of common stock were issued to the former
officers of Shoppss.com, Inc. for services and indebtedness converted
into equity.
(e) The Company assumed $729,630 of outstanding indebtedness and another
$267,000 recorded as contingent payables for various contingent
liabilities.
The former officers had pledged 1,000,000 shares of common stock for certain
undisclosed liabilities if such liabilities were determined to exist at
December 18, 2000, but were not disclosed or funded at the closing. The
shares would be valued at 85% of the market value upon determination of the
existence of such liabilities for purposes of settling such outstanding
liabilities.
The merger agreement contained certain anti-dilution provisions with respect
to the Company's stockholders, which was triggered and required an additional
1,045,595 of common shares to be issued. Such additional shares were issued
in February 2001, and were recorded retroactively back to the date of the
merger.
Effective February 16, 2001, the Company amended its Articles of Incorporation
to increase the total number of authorized shares of capital stock from
50,000,000 to 120,000,000, of which 100,000,000 shares are common stock and
20,000,000 shares are preferred stock.
6. Stock Option Plan
The Company had an incentive stock option plan, pursuant to which the Company
was authorized to issue options to purchase up to 5,000,000 shares of common
stock.
For disclosure purposes in accordance with SFAS No. 123, the fair value of
each stock option grant is estimated on the date of grant using the Black-
Scholes option pricing model with the following weighted-average assumptions
used for stock options granted during the period ended December 31, 2000:
annual dividends of $0.00, expected volatility of 100%, risk-free interest
rate of 5.7%, and expected life of ten years for all grants. The weighted
average fair value of the non-qualified stock options granted during the year
ended December 31, 2000 was $1,000,000, of which $125,000 was recorded as
compensation expense in 2000 and the remaining balance $875,000 was to be
amortized over 45 months.
Due to the merger, the Company's stock option plan was terminated on December
18, 2000. The Company adopted a new stock option plan in January 2001 that
provides for the issuance of up to 20,000,000 shares of common stock. The
unamortized portion of the unearned compensation related to the retired stock
option plan was reversed on the date of the merger.
The following table summarizes the changes in options outstanding under the
stock option plan up to the date of the merger and the related price ranges
for shares of the Company's common stock during such period:
Weighted Average
Shares Exercise Price
------ --------------
Outstanding at December 31, 1999 1,200,000 $0.0011
Granted 2,000,000 $0.0011
Exercised (800,000) 0.0011
---------
Outstanding at December 17, 2000 2,400,000 $0.0011
=========
7. Commitments and Contingencies
During the year ended December 31, 2000, the Company leased office space
pursuant to a lease agreement on a month-to-month basis in the United States.
The Company also leased space in China. Rent expense for the year ended
December 31, 2000 was $24,325.
8. Litigation
The Company has been sued by several creditors for non-payment of debts. In
some cases judgments have been entered for the payment of such debts plus
interest and legal fees.
On May 1, 2001, Reed & Wangsgard, L.C. (formerly Droz, Reed & Wangsgard, L.C.)
filed suit in the Third Judicial District Court of Salt Lake County, State of
Utah (the "Court"), Civil No. 010903821 (the "Action"), to assert claims, on
behalf of its clients, prior management of the Company, against AccessTel,
Inc., a Delaware corporation, and the original shareholders of AccessTel, Inc.
The Complaint demands rescission of the Share Exchange Agreement, and alleges
that the Company was induced to enter into the Share Exchange Agreement
through a series of false representations made by AccessTel, Inc. and its
shareholders. The Complaint also includes alternative causes of actions for
fraud, conversion, injunctive relief, and the issuance of a Writ of Replevin.
On May 3, 2001, pursuant to the motion of Reed & Wangsgard, L.C., the
Honorable Raymond Uno, Judge of the Court, issued an Order appointing Leonard
W. Burningham, Esq., a member of the Utah State Bar, as receiver for the
Company. Pursuant to such Order, the receiver is authorized to prepare and
file reports with the Securities and Exchange Commission.
On May 16, 2001, pursuant to the motion of Reed & Wangsgard, L.C., the
Honorable L.A. Dever, Judge of the Court, issued a Temporary Restraining Order
prohibiting the transfer of any shares of common stock issued by Accesstel,
Inc. and/or Shopss.com, Inc. which were issued in the name of any defendant
(other than the transfer agent) or held for the benefit of any such defendant.
On May 27, 2001, pursuant to the motion of Reed & Wangsgard, L.C., the
Honorable L.A. Dever, Judge of the Court, issued a Preliminary Injunction
enjoining Atlas Stock Transfer Company from registering the transfer of, or
reissuing, any shares of common stock issued by the Company and/or Shopss.com,
Inc. which were issued in the name of any defendant (other than Atlas Stock
Transfer Company) or are held for the benefit of any defendant to the suit.
On January 17, 2002 Reed & Wangsgard, L.C. received written confirmation from
an agent of the Board of Directors of AccessTel, Inc., a Utah corporation,
that said Board of Directors have come to a unanimous decision to settle the
claim for rescission of the Share Exchange Agreement by rescinding the Share
Exchange Agreement. However, the Board of Directors of AccessTel, Inc., a
Utah corporation, failed and/or refused to follow through with their agreement
to rescind the Share Exchange Agreement. As a result, Reed & Wangsgard, L.C.
filed a Motion to Enforce Settlement with respect to the agreement to rescind
the Share Exchange Agreement. Although the Motion to Enforce Settlement has
not been scheduled to be heard, AccessTel, Inc. has not timely filed a
response to that motion.
During February 2002, pursuant to the motion of counsel for AccessTel, Inc., a
Delaware corporation, and the original shareholders of AccessTel, Inc., the
Honorable L.A. Dever, Judge of the Court, issued an order limiting the Court's
jurisdiction over certain of the Defendants. As a result, the court continued
to have jurisdiction over the corporate defends and through it, plaintiffs may
assert claims arising from the allegedly wrongful conduct of current
management.
The parties to the lawsuit are currently involved in settlement negotiations.
Although it is currently anticipated that this lawsuit will be settled, which
is expected to include rescission of the Share Exchange Agreement, there can
be no assurances in this regard. It is anticipated that once the lawsuit is
settled and the Share Exchange Agreement is rescinded, the Company will seek
to acquire a new business opportunity, which may require related debt or
equity financing, although there can be no assurances that the Company will be
successful in this regard.
9. New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS No. 133"), which
standardizes the accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, by requiring companies to
record derivative financial instruments on their balance sheets as assets or
liabilities and measure them at fair value. Gains and losses resulting from
changes in the values of those derivatives would be accounted for depending on
the use of the derivative and whether it qualifies for hedge accounting. The
key criterion for hedge accounting is that the hedging relationship must be
highly effective in achieving offsetting changes in fair value or cash flows.
In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of Effective Date of FASB
Statement No. 133", which amends SFAS No. 133 to be effective for all fiscal
years beginning after June 15, 2000. In September 2000, the FASB issued
SFASNo. 140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities - a Replacement of FASB Statement No. 125".
The Company's adoption of these statements during 2001 did not have any impact
on the Company's financial statement presentation or disclosures.
In July 2001, the FASB issued Statement of Financial Accounting Standards No.
141, "Business Combinations" ("SFAS No. 141"). SFAS No. 141 requires the
purchase method of accounting for business combinations initiated after June
30, 2001 and eliminates the pooling-of-interests method. The adoption of SFAS
No. 141 did not have a material effect on the Company's financial statement
presentation or disclosures.
In July 2001, the FASB issued Statement of Financial Accounting Standards No.
142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"), which is
effective January 1, 2002. SFAS No. 142 requires, among other things, the
discontinuance of goodwill amortization. In addition, SFAS No. 142 includes
provisions for the reclassification of certain existing recognized intangibles
as goodwill, reassessment of the useful lives of the existing recognized
intangibles, reclassification of certain intangibles out of previously
reported goodwill and the identification of reporting units for purposes of
assessing potential future impairments of goodwill. SFAS No. 142 also
requires the Company to complete a transitional goodwill impairment test six
months from the date of adoption. The Company is reviewing the requirements
for adopting and the implications of adopting SFAS No. 142. The Company does
not believe that the adoption of SFAS No. 142 will have a material effect on
the Company's financial statement presentation or disclosures.
In August 2001, the FASB issued Statement of Financial Accounting Standards
No. 143, "Accounting for Asset Retirement Obligations" ("SFAS No. 143"), which
is effective January 1, 2003. The Company is reviewing the requirements for
adopting and the implications of adopting SFAS No. 143. The Company does not
believe that the adoption of SFAS No. 143 will have a material effect on the
Company's financial statement presentation or disclosures.
In October 2001, the FASB issued Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets"
("SFAS No. 144"), which is effective January 1, 2002. The Company is
reviewing the requirements for adopting and the implications of adopting SFAS
No. 144. The Company does not believe that the adoption of SFAS No. 144 will
have a material effect on the Company's financial statement presentation or
disclosures.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III.
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The following table and text set forth the names and ages of all
directors and executive officers of the Company as of March 31, 2002. The
Board of Directors is comprised of only one class. All of the directors will
serve until the next annual meeting of stockholders and until their successors
are elected and qualified, or until their earlier death, retirement,
resignation or removal. Officers are elected at the Annual Meeting of the
Board of Directors, which immediately follows the Annual Meeting of
Stockholders. There are no family relationships among directors and executive
officers. Also provided herein is a brief description of the business
experience of each director and executive officer during the past five years
and an indication of directorships held by each director in other companies
subject to the reporting requirements under the Securities Exchange Act of
1934, as amended (the "Exchange Act").
Name Age Positions Date Appointed
---- --- --------- --------------
Lawrence Liang 55 Chief Executive Officer, December 18, 2000
President and Director
Stuart Bockler 50 Chief Financial Officer, December 18, 2000
Secretary and Director
Biographies of Directors and Executive Officers.
------------------------------------------------
Lawrence Liang, Chief Executive Officer, President and Director. Mr.
Laing has over thirty years of seasoned management experience in high
technology companies such as IBM, Genoa Systems and Cogito Systems. From 1995
through 2000, Mr. Laing was president of Telecom Marketing, a consulting firm
assisting Silicon Valley hi-tech companies in the development of marketing
strategies and sales channels.
Stuart Bockler, Chief Financial Officer, Secretary and Director. Mr.
Bockler has been a Wall Street analyst for the past several years. He has
provided investment analysis on over 1,000 companies in print and has been a
guest analyst on over 200 shows on CNN, CNBC and Bloomberg TV. Mr. Bockler is
President of International Market Advisors, which deploys information to
Nelsons Institutional Research Catalog, Bloomberg, First Call and Multex
Institutional Research, and has been a staff writer for The Internet Analyst.
Involvement in Certain Legal Proceedings.
-----------------------------------------
On February 28, 2001, the Securities and Exchange Commission initiated a
cease-and-desist proceeding against Stuart Bockler pursuant to Section 8A of
the Securities Act of 1933, as amended. Stuart Bockler consented to the entry
of an order that he cease-and-desist from committing or causing any violation
and any future violation of Section 17(b) of the Securities Act of 1933, as
amended (see Securities Act of 1933 Release No. 7956 dated February 28, 2001;
Administrative Proceeding File No. 3-10433).
On January 10, 2002, the Securities and Exchange Commission filed a
complaint seeking a permanent injunction against Stuart Bocker enjoining him
from further violations of Sections 17(a) and 17(b) of the Securities Act of
1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5
thereunder, and disgorgement. (see Litigation Release No. 17300 dated January
10, 2002).
Compliance with Section 16(a) of the Exchange Act.
--------------------------------------------------
The receiver has no information as to whether all reports that were
required to be filed by directors, officers and 10% stockholders of the
Company were timely filed during the year ended December 31, 2001.
ITEM 10. EXECUTIVE COMPENSATION
The following table sets forth certain information as to the Company's
President and Chief Executive Officer and each of the Company's officers whose
total compensation exceeded $100,000 during the years ended December 31, 2000
or 2001. This information below is presented to the best of the
Company's knowledge.
Summary Compensation Table.
---------------------------
Name and
Principal Other Annual All Other
Position(s) Year Salary Compensation Compensation
----------- ---- ------ ------------ ------------
Lawrence Liang 2001 -0- -0- -0-
Chief Executive
Officer and President
Stuart Bockler 2001 -0- -0- -0-
Chief Financial Officer
and Secretary
Gerard Conca 2000 $84,000 -0- -0-
President
Rami Adler 2000 -0- -0- -0-
President
The Company did not have any deferred compensation or long-term incentive
plans during the years ended December 31, 2000 and 2001, nor did the
Company issue any stock options or stock appreciation rights during such
periods. The Company does have a stock option plan that was adopted on January
21, 2001, but it is not considered to be a deferred compensation or long-term
incentive stock option plan. See Part I, Item 1.
Compensation of Directors.
--------------------------
The Company's directors are not compensated for their services as a
member of the Board of Directors or for their serving on any committee of the
Board of Directors.
Independent Public Accountants.
-------------------------------
Radin, Glass & Co., LLP has served as the Company's independent auditors
since 1999. Services provided to the Company by Radin, Glass & Co., LLP
during the year ended December 31, 2001 included the audit of the Company's
consolidated financial statements and limited reviews of quarterly reports,
and an audit of financial statements included in a Current Report on Form 8-K.
During the year ended December 31, 2001, Radin, Glass & Co., LLP charged the
Company $20,500 for the audit of the Company's financial statements for the
year ended December 31, 2000 and for its reviews of the Company's unaudited
quarterly financial statements for the year ended December 31, 2001, and
$15,000 related to the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 6, 2001.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As used in this section, the term beneficial ownership with respect to a
security is defined by Rule 13d-3 under the Exchange Act, as consisting of
sole or shared voting power (including the power to vote or direct the vote)
and/or sole or shared investment power (including the power to dispose of or
direct the disposition of) with respect to the security through any contract,
arrangement, understanding, relationship or otherwise, subject to community
property laws where applicable.
As of March 31, 2002, the Company had a total of 33,354,091 shares of
common stock issued and outstanding, which is the only issued and outstanding
voting equity security of the Company. All common share amounts reflect the
one-for-eight reverse stock split effective May 29, 1998, and the 5.4 for one
forward split effected on October 27, 1999.
The following table sets forth, as of March 31, 2002: (a) the names and
addresses of each beneficial owner of more than five percent (5%) of the
Company's common stock known to the Company, the number of shares of common
stock beneficially owned by each such person, and the percent of the Company's
common stock so owned; and (b) the names and addresses of each director and
executive officer, the number of shares of common stock beneficially owned,
and the percentage of the Company's common stock so owned, by each such
person, and by all directors and executive officers of the Company as a group.
Each person has sole voting and investment power with respect to the shares of
common stock, except as otherwise indicated. Beneficial ownership consists of
a direct interest in the shares of common stock, except as otherwise
indicated.
Percent of
Name and Address Amount and Nature of Shares of Common
of Beneficial Owner Beneficial Ownership Stock Outstanding *
------------------- -------------------- -----------------
Stuart Bockler 6,192,000 * 18.6%
58 Amagansett Drive
Morganville, New Jersey 07761
Lawrence Liang 7,032,500 21.1%
1269 Mountain Quail Circle
San Jose, California 95120
All directors and executive
officers as group (2 persons) 13,224,500 39.6%
Barbara Bockler 2,140,195 * 6.4%
58 Amagansatt Drive
Morganville, New Jersey 07761
------------------------------
* Mr. Bockler has represented that his former wife, Barbara
Bockler, owns 2,140,195 shares of the Company's common stock. These shares
are therefore not included in Mr. Bockler's share ownership calculations.
Changes in Control.
-------------------
Subject to the resolution of the litigation described at "ITEM 3. LEGAL
PROCEEDINGS", there may be a change in control of the Company.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit
Number Description of Document
------ -----------------------
3.1 Articles of Amendment to the Company's Articles of
Incorporation, increasing the total authorized number of shares
of capital stock from 50,000,000 to 120,000,000, of which
100,000,000 shares are common stock and 20,000,000 shares are
preferred stock, and changing the Company's name to AccessTel,
Inc., as filed with the State of Utah on February 16, 2001.
(b) Reports on Form 8-K:
The Company did not file any Current Reports on Form 8-K during or
related to the three months ended December 31, 2001.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ACCESSTEL, INC.
---------------
(Registrant)
Date: May 15, 2002 By: /s/ LEONARD W. BURNINGHAM
-------------------------
Leonard W. Burningham
Receiver
(Duly Authorized Officer