SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-KA
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
May 6, 2003
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Date of Report
(Date of Earliest Event Reported)
ACCESSTEL, INC.
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(Exact Name of Registrant as Specified in its Charter)
Utah 0-24459 59-2159271
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(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
9005 Cobble Canyon Lane
Sandy, Utah 84093
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(Address of Principal Executive Offices)
(801) 942-0555
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Registrant's Telephone Number
5201 Great American Parkway, Suite 320-3102
Santa Clara, California 95054
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(Former Name or Former Address if changed Since Last Report)
Item 1. Changes in Control of Registrant.
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See Item 5.
Item 2. Acquisition or Disposition of Assets.
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See Item 5.
Item 3. Bankruptcy or Receivership.
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None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
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None; not applicable.
Item 5. Other Events and Regulation FD Disclosure.
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On May 1, 2001, prior management of Shopps.com, Inc., a Utah
corporation ("Shopps" or the "Registrant"), filed a complaint (the
"Complaint") in the Third Judicial District Court of Salt Lake County, State
of Utah (the "Court"), Civil No. 010903821, asserting claims against
AccessTel, Inc. a Delaware corporation ("AccessTel Delaware"), and certain of
the original shareholders of AccessTel Delaware (collectively, the "AccessTel
Delaware Parties"). The Complaint was filed in regard to the December 18,
2000, Share Exchange Agreement (the "Exchange Agreement") by and between the
Registrant, on the one hand, and the AccessTel Parties, on the other hand.
The Complaint alleged that the Registrant was induced to enter into the
Exchange Agreement with the AccessTel Parties through a series of false
representations made by the AccessTel Parties. See the 8-K Current Report of
the Registrant that was filed with the Securities and Exchange Commission on
March 1, 2001, and its 8-KA Current Report that was filed with the Securities
and Exchange Commission on March 5, 2001, for further information regarding
the terms and conditions of the Exchange Agreement and the change in control
of the Registrant that occurred on the closing of the Exchange Agreement. See
Item 7.
A settlement has been reached between the parties to the Complaint.
The material terms of the settlement include the requirement that the
AccessTel Parties surrender all right, title and interest in and to those
shares of common stock of the Registrant (the "Surrendered Shares") issued to
them pursuant to the Exchange Agreement, and that all members of management
of the Registrant that had been designated to serve as directors and executive
officers of the Registrant at the closing of the Exchange Agreement with the
AccessTel Parties resign from their respective management positions. As a
result of the settlement, on May 6, 2003, prior management of the Registrant
who had filed the Complaint, caused to be filed with the Court a Motion to
Dismiss the Complaint, a copy of which was previously filed with the initial
8-K Current Report and is incorporated herein. 11,356,782 of the Surrendered
Shares have been delivered to counsel for prior management of the Registrant
and will be duly canceled and returned to the authorized but unissued common
stock of the Registrant. An additional 5,361,981 of the Surrendered Shares
are to be transferred to a private third party unrelated to the AccessTel
Parties pursuant to a confidential settlement of a separate legal action
involving a legal debt owed by one of the AccessTel Parties to the private
third party. Prior to resigning from their respective management positions of
the Registrant, David C. Merrell, a former director and executive officer of
the Registrant, was appointed as an interim officer and director of the
Registrant.
Mr. Merrell is 44 years of age. Since 1989, he has been the owner
of DCM Finance, a Salt Lake City based finance company that makes and brokers
real estate loans. Mr. Merrell received his Bachelor of Science degree in
Economics from the University of Utah in 1981. He previously served as a
director and executive officer of the Registrant from May 18, 1996, until
October 27, 1999.
The Registrant plans to call a shareholder meeting as soon as
practical to elect new directors who in turn will elect executive officers.
Additional information regarding the Complaint can be found in the
Registrant's 10-KSB Annual Report for the year ended December 31, 2001, that
was filed with the Securities and Exchange Commission on May 15, 2002. See
Item 7.
An Order of Dismissal was signed on June 2, 2003, and is attached
herein and incorporated by reference. See Item 7.
Item 6. Resignations of Directors and Executive Officers.
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See Item 5.
Item 7. Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired.
None; not applicable.
(b) Pro Forma Financial Information.
None; not applicable.
(c) Exhibits.
Exhibit Number Description of Exhibit
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99 Order of Dismissal
8-K Current Report filed with the Securities and Exchange Commission on March
1, 2001*
8-KA Current Report filed with the Securities and Exchange Commission on March
5, 2001*
10-KSB Annual Report for the year ended December 31, 2001, that was filed on
May 15, 2002*
* Previously filed with the Securities and Exchange Commission
and incorporated herein by reference.
Item 8. Change in Fiscal Year.
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None; not applicable.
Item 9. Regulation FD Disclosure.
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None; not applicable.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
ACCESSTEL, INC.
Dated: 06/06/03 /s/ David C. Merrell
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David C. Merrell
President, CFO and Secretary