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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 29, 2004
Commission File Number: 000-24459
ACCESSTEL, INC.
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(Exact name of registrant)
Utah 59-2159271
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(State of incorporation) (I.R.S. Employer Identification No.)
66 Clinton Road, Fairfield, NJ 07004
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(Address of principal executive offices and zip code)
(732) 882-8861
(Registrant's telephone number)
2904 E. Shady Lane, Highland Ranch, CO 80216
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
{ } Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
{ } Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a -12)
{ } Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d -2(b))
{ } Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e -4(c))
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Item 5.01. Changes in Control of Registrant.
On October 13, 2004, the Company, as previously reported our Current
Report on Form 8-K, filed with the Securities and Exchange Commission on October
18, 2004, completed the acquisition of Global Invest Holdings, Inc., a New
Jersey corporation ("Global Invest"). Global Invest is a holding company with
three separate wholly-owned entities specializing in the manufacture and
distribution of textile products manufactured in Lebanon and distributed
primarily in the United States. Global Invest has two manufacturing facilities
as well as a separate sales and distribution office. The three wholly-owned
entities are: Asiatic Industries, LLC, which is responsible for sales, marketing
and distribution; Authentic Garment Industries, SAL, responsible for production
of textiles; and Textile Industries, SAL, also responsible for production of
textiles. Global Invest has over 1500 employees and emphasizes a humanitarian
approach to textile production.
In connection with the acquisition of Global Invest from its six
stockholders, we issued them an aggregate of 25,000,000 shares of our common
stock.
See description below of the changes in our management, effective
November 29, 2004.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On November 29, 2004, Kevin Marion, the sole director and Chief
Executive Officer of the Company, resigned as Chief Executive Officer, and
appointed Ralph Sayad as the Chief Executive Officer, Louis Sayad as the
President and Karim Sayad as the Secretary of the Company. In addition, Mr.
Marion appointed Ralph Sayad as a director of the Company effective December 16,
2004, at which time Mr. Marion will resign as a director.
Ralph Sayad, 42, received a Bachelor of Science degree in marketing in
1984, and a Masters of Business Administration degree in finance in 1986, from
New York University. He was one of the founders of Asiatic Industries in 1996,
and has acted as Chief Executive Officer of Global Invest since its founding. He
has been responsible for setting up and managing the textile production
operations in Lebanon, and has overall responsibility for the operations of
Global Invest's subsidiaries in Lebanon. Prior to his involvement with Global
Invest, Mr. Sayad was a consultant on strategic business matters for about 20
companies and a financial controller for a leading company in Lebanon in the
medical, pharmaceutical, dental and chemical fields.
Louis Sayad, 40, received a Bachelor of Science degree in biology in
1986, and a Master of Science degree in molecular biology/biotechnology, in 1990
from William Paterson State University, Wayne, New Jersey. He joined with Ralph
Sayad in the formation of Global Invest in 1996, importing hosiery products from
Lebanon and distributing the products in the United States. At Global Invest,
Louis Sayad has been primarily involved in marketing its textile products in the
United States. From August, 1988 to January, 1996, Mr. Sayad operated Asiatic
Hosiery Company, the predecessor to the Asiatic Industries subsidiary of Global
Invest, which sold textile products primarily from domestic manufacturers and
suppliers to small retail businesses and wholesalers. Currently, Mr. Sayad is
President of Global Invest and Chief Operating Officer of Asiatic Industries,
managing the marketing, purchasing, sales, and distribution of products for
Asiatic Industries.
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Karim Sayad, 46, received a Bachelor of Science degree in Physiotherapy
from Brooklyn College, New York, in 1980. He has been employed by the Company's
Asiatic Industries subsidiary as its Marketing Sales Manager since 1996. At
Asiatic Industries, Mr. Sayad is responsible for developing the strategic
marketing plan, for product development and oversight of implementation, and for
a leadership program to enhance motivation and efficiency within the sales
force.
Messrs. Ralph, Louis and Karim Sayad are first cousins.
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.
ACCESSTEL, INC.
Dated: December 3, 2004 By: /s/ Ralph Sayad
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Ralph Sayad
Chief Executive Officer
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