From Accesstel Inc/UT · 10QSB · For 3/31/0 filed on 6/2/00
Immediately prior to October 27, 1999, the Company was an inactive public
company. Effective October 27, 1999 (the "Closing Date"), pursuant to an Asset
Purchase Agreement, the Company purchased from OSCM the following assets: (a) an
80% ownership interest in CCM; (b) all rights to the option to purchase the
remaining 20% ownership interest in CCM; and (c) all assets relating to the
Shopss.com virtual shopping mall owned by OSCM, including, all software,
websites 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 (representing approximately 60% of its
outstanding shares after giving effect to the transaction) of its Common Stock.
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 (which has not yet been signed) between the Company and OSCM
(a) a
clarification was 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; (b) any obligation of the Company to pay cash for the Acquired Assets
was extinguished; and (c) the holdings of OSCM in the Company were adjusted by
reducing the number of shares of Common Stock owned by OSCM from 12,000,000
shares to 1,000,000 shares with a warrant in favor of OSCM to purchase up to
3,000,000 additional shares of the Company's Common Stock and (d) the Company
agreed to extinguish all liabilities owed by OSCM to the Company (approximately
$1.6 million). Immediately after the closing of the purchase of the Acquired
Assets, the Company effected a forward split of 5.435034 for one. |
