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) November 11, 1998
AMERICAN ACCESS TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter
Florida 59-3410234
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
238 N. Westmonte Drive, #210, Altamonte Springs, Florida 32714
Registrant's telephone number, including area code: (407) 865-7696
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Item 2. Acquisition or Disposition of Assets
On November 11, 1998, Registrant acquired 100% of the outstanding common
stock of Omega Metals, Inc. ("Omega"), a Florida corporation, in exchange for
226,470 shares of Registrant's common stock. Omega Metals, Inc., is a precision
sheet metal fabrication and assembly company and manufactures Registrant's
products as an original equipment manufacturer. Registrant intends to continue
operating Omega as a wholly owned subsidiary. The Omega shares were acquired
from John and Lucille Presley and Erik Wiisanen, who entered into employment
contracts with Omega as of the closing of the acquisition. John Presley was also
elected as a Director of Registrant.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of business acquired.
The following financial statements of Omega Metals, Inc. were filed
with Registrant's Registration Statement on form SB-2, File No. 333-68791,
and are incorporated herein by this reference:
Report of Independent Certified Public Accountants.
Balance sheets as of January 31, 1998 and October 31, 1998.
Statements of Operations for years ended January 31, 1998 and 1997 and
nine months ended October 31, 1998 and 1997.
Statement of cash flow for the years ended January 31, 1998 and 1997
and nine months ended October 31, 1998 and 1997.
Statement of retained earnings for the years ended January 31, 1998 and
1997 and nine months ended October 31, 1998 and 1997.
Notes to Financial Statements.
(b) Pro Forma Financial Information.
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The following pro-forma financial statements were filed with the
Registrant's Registration Statement on Form SB-2 File No. 333-68791, and
are incorporated herein by this reference:
Pro-Forma Consolidated Balance Sheet as of:
September 30, 1998
December 31, 1997
Pro-Forma Consolidated Statements of Operations:
Nine months ended September 30, 1998
Year ended December 31, 1997
(c) Exhibits
Exhibit 2.1-Agreement and Plan of Reorganization dated November 11,
1998 relating to the acquisition of the outstanding stock of Omega Metals,
Inc. was filed as Exhibit 2.1 to Registrant's Form 10-QSB for the quarter
ended September 30, 1998 and is incorporated herein by this reference.
Exhibit 2.3 - Consent of Independent Certified Public Accountants.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
AMERICAN ACCESS TECHNOLOGIES, INC.
March 30, 1999 By: s/Victor E. Murray
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Victor E. Murray, President
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Exhibit 2.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference of our report dated November
3, 1998 relating to the financial statements of Omega Metals, Inc. appearing in
the amended SB-2 File No. 333-68791.
/s/Rachlin Cohen & Holtz LLP
Rachlin Cohen & Holtz LLP
Fort Lauderdale, Florida
March 30, 1999
