SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. ONE)(1)
AccessTel, Inc., a Utah Corporation
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(Name of Issuer)
Common Stock, $0.001 Par Value Per Share
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(Title of Class of Securities)
00433C 20 9
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(CUSIP Number)
Michael M. Markow, 15760 Ventura Blvd, Suite 1020, CA 91436 - (818)783-0054
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 5, 2004
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No.00433C 20 9 13D Page 2 of 4 Pages
Global Guarantee Corporation, a California Corporation
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
0
________________________________________________________________________________
4 SOURCE OF FUNDS*
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [X]
California
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
1,067,186 (of which 1,000,000 are newly issued shares of unregistered restricted
common stock.)
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,067,186 (of which 1,000,000 are newly issued shares of
un registered restricted common stock.)
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
1,067,186
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
3.4%
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
CO
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No.00433C 20 9 13D Page 3 of 4 Pages
________________________________________________________________________________
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock, $0.001 par value per
share (the "Common Stock"), of AccessTel, Inc. a Utah corporation (the
"Issuer"). The principal executive office of the Issuer is located at 101 West
Mineral Avenue, Littleton, Colorado 80120.
________________________________________________________________________________
Item 2. Identity and Background.
(a) Global Guarantee Corporation, a California corporation ("Reporting
Person").
(b) Reporting Person's principle office is located at 15760 Ventura Blvd.,
Suite 1020, Encino, California 91436.
(c) Reporting Person currently operates as a business consulting firm.
(d) During the last five years the Reporting Person has not been convicted
in a criminal proceeding. During the last five years, none of the
executive officers and none of the directors of the Reporting Person
have been convicted in a criminal proceeding.
(e) During the last five years the Reporting Person, including its
president and chairman Michael Markow, was a party to Administrative
Order No. CD-2000-00 (the "Order"), issued by the Alabama Securities
Commission on March 3, 2000. Pursuant to the Order, as a result of not
being registered nor exempt from registration as a dealer or agent in
the state of Alabama at the time of the transaction at issue,
Reporting Person, including its president and chairman, were ordered
to stop and abstain from offering or selling any security into, within
or from the State of Alabama.
(f) United States Of America.
________________________________________________________________________________
Item 3. Source and Amount of Funds or Other Consideration.
On or about December 16, 2003, Reporting Person agreed to accept 1,000,000
unregistered restricted shares of Common Stock (the "Debt Shares") of the Issuer
in exchange for the cancellation of $323,000 in debt owed by Issuer to Reporting
Person. Said Debt Shares were issued to and received by Reporting Person on
January 5, 2004.
On or about July 25, 2003, Reporting Person acquired 5,361,981 shares of Common
Stock (the "Settlement Shares") of the Issuer pursuant to a confidential
settlement of a legal action involving a legal debt, owed by the original owner
of the Settlement Shares. On or about December 12, 2003, the Issuer effected a
1:89 reverse stock split (the "Reverse Split") of the Issuer's Common Stock. The
Settlement Shares were subject to the Reverse Split. Following the Reverse Split
and as a result thereof, the Settlement Shares now account for a total of 60,247
shares of the Issuer's Common Stock.
Over time, yet prior to July 25, 2003, Reporting Person purchased, in the open
market at various market prices, a total of 617,569 shares of Common Stock (the
"Market Shares") of the Issuer. Following the Reverse Split and as a result
thereof, the Market Shares now account for a total of 6,939 shares of the
Issuer's Common Stock.
According to Issuer's Current Report on Form 8-K, filed with the Securities &
Exchange Commission on or about January 2, 2004, the total number of issued and
outstanding shares of common stock of the Issuer was, following the Reverse
Split and new issuance of 31,000,000 newly issued unregistered restricted shares
of common stock of the Issuer, 31,280,925. As a result thereof, Reporting Person
now owns approximately three and four tenths of one percent (3.4%) of the total
issued and outstanding common stock of the Issuer.
________________________________________________________________________________
Item 4. Purpose of Transaction.
The Reporting Person acquired the shares of Common Stock for investment
purposes.
The Reporting Person intends to review on a continuing basis its investment in
the Issuer and may, depending upon the evaluation of its financial planning,
upon the Issuer's business and prospects and upon future developments in general
business, economic and market conditions, determine to increase, decrease or
continue to hold or dispose of the position in the Issuer.
Except as set forth in the previous paragraphs, the Reporting Person has no
plans or proposals that relate to or would result in:
(a) the acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation or any of its subsidiaries;
(c) any change in the present Board of Directors or management of the
Issuer;
(d) any material change in the present capitalization or dividend policy
of the Issuer;
(e) any other material change in the Issuer, involving the Issuer or any
of its subsidiaries;
(f) a sale or transfer of a material amount of assets of the Issuer's
business or corporate structure;
(g) changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(j) any action similar to any of those enumerated in (a)-(i) above.
________________________________________________________________________________
Item 5. Interest in Securities of the Issuer.
(a) The table below sets forth the aggregate number of shares and
percentage of the Company's outstanding shares beneficially owned by
the Reporting Person.
REPORTING PERSON NUMBER OF PERCENTAGE CITIZENSHIP
SHARES OF TOTAL
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Global Guarantee 1,067,186 3.4 % United States
Corporation of America
(b) The Reporting Person, holds the sole power to vote and to dispose or
direct the disposition of its shares of Common Stock.
(c) On or about December 16, 2003, Reporting Person agreed to accept
1,000,000 unregistered restricted shares of Common Stock (the "Debt
Shares") of the Issuer in exchange for the cancellation of $323,000 in
debt owed by Issuer to Reporting Person. Said Debt Shares were issued
to and received by Reporting Person on January 5, 2004. Except as
disclosed herein, Reporting Person has not effected any transaction in
the Common Stock during the past 60 days.
d) Not applicable.
e) According to Issuer's Current Report on Form 8-K, filed with the
Securities & Exchange Commission on or about January 2, 2004, the
total number of issued and outstanding shares of common stock of the
Issuer was, as of January 2, 2004, 31,280,925. As a result thereof,
Reporting Person, as of January 2, 2004, ceased to be the beneficial
owner of more than five percent of the Issuer's Common Stock.
________________________________________________________________________________
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
None
________________________________________________________________________________
Item 7. Material to be Filed as Exhibits.
None
________________________________________________________________________________
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 6, 2004
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(Date)
/s/ MICHAEL M. MARKOW
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(Signature)
Michael M. Markow
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Title: President
on Behalf of Global Guarantee Corporation
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).