UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 16, 2003
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AccessTel, Inc.
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(Exact name of registrant as specified in its charter)
Utah 0-24459 84-2159271
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
101 West Mineral Avenue, Littleton, Colorado 80120
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (303) 831-9854
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9005 Cobble Canyon Lane, Sandy, Utah 84093
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(Former name or former address, if changed
since last report.)
Item l. Changes in Control of Registrant.
On December 16, 2003, we purchased all of the issued and outstanding shares
of common stock of Euro Offline pursuant to that certain Stock Purchase
Agreement and Plan of Reorganization (the "Agreement and Reorganization") dated
December 16, 2003, between AccessTel, Inc., and Euro Offline, Inc. ("Euro
Offline"), a privately-held, Colorado corporation. Euro Offline, with offices in
Littleton, Colorado, is a retailer of high-end, modern furniture, dealing
exclusively in European lines such as DeSede (Switzerland), Minotti, MDF,
Cappellini and Bonacina (Italy) and Walter Knoll and Draenert (Germany). A
complete product list appears on our web site located at www.eurooffline.com. We
plan to change our name to "Euro Offline, Inc." and change the OTCBB symbol
under which our common stock trades on the Over-The-Counter Bulletin Board as
soon as practicable following the filing of this report. Our common stock now
trades on the Over-The-Counter Bulletin Board under the OTCBB symbol "ACST."
As a result of the Agreement and Reorganization, we issued and sold a total
of 31,000,000 newly-issued, restricted shares of common stock to six persons,
including Messrs. Randall L. Middleton and Thomas Rowan, executive officers,
directors and shareholders of Euro Offline. Messrs. Middleton and Rowan each
received 13,750,000 newly-issued, restricted shares of common stock of
AccessTel. The aggregate 27,500,000 shares of common stock of AccessTel owned of
record and beneficially by Messrs. Middleton and Rowan as a result of the
Agreement and Reorganization represents approximately 88% of the voting
securities of AccessTel. As part of the Agreement and Reorganization, we issued
1,000,000 newly-issued, restricted shares of common stock to Global Guarantee
Corporation ("Global") and Global agreed to forgive certain of our indebtedness
to it in consideration for cash. We also effected a 1:89 reverse split in the
shares of common stock of AccessTel owned by shareholders of record on December
12, 2003, which is described in more detail under Item 5. below. We had
25,002,309 shares of common stock outstanding immediately prior to the reverse
stock split and 280,925 shares of common stock outstanding immediately following
the reverse split.
Mr. David C. Merrell resigned as the sole executive officer and director of
AccessTel on December 16, 2003, in connection with the Agreement and
Reorganization. Prior to his resignation, Mr. Merrell appointed Messrs.
Middleton and Rowan as directors of Euro Offline to fill the vacancies in the
Board of Directors created by his resignation. In addition, Mr. Middleton serves
as the President, and Mr. Rowan serves as the Secretary/Treasurer, of AccessTel.
Item 5. Other Events and Regulation FD Disclosure.
On December 3, 2003, we declared a reverse split in the issued and
outstanding shares of common stock, $.001 par value per share (CUSIP Number
00433C 10 0), of AccessTel held by shareholders of record on December 12, 2003,
on the basis of one share of common stock for each 89 shares of common stock
then outstanding. The effective date of the reverse stock split was December 12,
2003. As a result of the reverse split, each shareholder of AccessTel common
stock on December 12, 2003, received one share of common stock for each 89
shares of common stock held of record on that date. Immediately prior to the
effective date of the reverse stock split, we had 25,002,309 shares of common
stock outstanding and, immediately following the effective date of the reverse
split, we had 280,925 shares of common stock outstanding.
The reverse stock split was not a mandatory exchange. No certificates for
fractional shares of common stock were issued. Instead, certificates for
fractional shares of common stock were rounded up to the next whole share.
Item 7. Financial Statements and Exhibits.
(a) The financial statements required to be filed in response to this Item
7.(a) will be filed by amendment not later than 60 days after the date on which
this report is filed.
(c) The Press Release of AccessTel, Inc., dated January 2, 2004, captioned
"Accesstel Inc. Announces Completion of Acquisition of Euro Offline" is filed as
an exhibit to this report pursuant to this Item 7.(c).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 2, 2004 ACCESSTEL, INC.
By: /s/ Randall L. Middleton
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Randall L. Middleton, President