SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 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) DECEMBER 18, 2000
SHOPSS.COM, INC.
(Exact name of Registrant as Specified in Charter)
Utah 592159271
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(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
5201 Great America Parkway, Suite 320/3102, Santa Clara, CA 95054
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code (408) 216-4756
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115 Newton Road Plainview, NY 11803
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(Former name or Former Address, if Changed Since Last Report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Shopss.com, Inc. (the "Registrant") entered into a Share Exchange
Agreement, dated as of December 18, 2000 (the "Share Exchange Agreement")
by and among, the Registrant, AccessTel, Inc. ("AccessTel") and the
shareholders of AccessTel named therein (the "Shareholders"). Pursuant
to the Share Exchange Agreement, on December 18, 2000 (the "Closing"),
the Registrant acquired from the Shareholders all of the shares of
AccessTel (the "Acquisition") in exchange for Thirty-six million one
hundred thousand five hundred and forty (36,100,540) shares of the
Registrant's common stock representing 80% of the issued and outstanding
shares of the Registrant after giving effect to the Acquisition.
On the Closing Gerard Conca and Michele Miller resigned as officers and
as directors of the Registrant. Pursuant to the terms of the Share
Exchange Agreement, Messrs. Lawrence Liang and Stuart Bockler became
members of the board of directors of the Registrant. The directors then
elected Mr. Lawrence Liang as the Chief Executive Officer and President
and Mr. Bockler as the Chief Financial Officer and Secretary.
The following table sets forth certain information after giving effect to
the issuance of the securities at the Closing with respect to the
beneficial ownership of the outstanding shares of common stock by the
Registrant's directors, executive officers and each person know to the
Registrant who own in excess of 5% of the outstanding shares of common
stock and the directors and executive officers of the Registrant as a
group.
Each person listed below has personal and sole beneficial ownership of
the shares of common stock listed with their name:
NAME TOTAL NUMBER PERCENTAGE
OF SHARES OWNERSHIP
Stuart Bockler 6,192,000 17.12
Lawrence Liang 7,032,500 19.44
All Directors and
Executive Officers
(2 persons) 13,224,500 36.56
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
The information set forth above under "Item 1. Changes in Control of
Registrant" is incorporated herein by reference.
As described in Item 1 above, pursuant to the Share Exchange Agreement,
the Registrant acquired all of the issued and outstanding stock of
AccessTel. In consideration therefor, the Registrant issued to the
Shareholders Thirty-six million one hundred thousand five hundred and
forty (36,100,540) shares of the Registrant's common stock. The
consideration for the acquisition of AccessTel was negotiated on an arms
length basis.
AccessTel was founded in February 1999 and is incorporated in the State
of Delaware. AccessTel is a supplier of Broadband Wireless, VoIP and
Utility Meter Reading over a Wireless and Wired Broadband Network. There
services will be provided primarily in China and the Western United
States from AccessTel's base in Santa Clara, Calif. The wireless network
and wireless local loop services will provide rapid deployment of phone,
fax, high-speed data, video and fixed ISP connection. In addition to
deploying broadband wireless strategies and telecom solutions, AccessTel
plans to develop 3G Wireless Appliance Technologies.
ITEM 5. OTHER EVENTS.
a) Registrant has moved its principal executive offices from 115 Newton
Road, Plainview, NY 11803 to 5201 Great America Parkway, Suite
320/3102, Santa Clara, CA 95054.
ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATIN AND
EXHIBITS.
a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The financial statements required by this item are not included
in this initial report on form 8-K. Such financial statements
will be filed by amendment not later than 60 days from the date
hereof.
(c) EXHIBITS.
1.1 Share Exchange Agreement, dated as of December 18, 2000 by and
among, the Registrant, AccessTel and the shareholders of
AccessTel named therein.
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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.
SHOPSS.COM, INC.
Date January 2, 2001
By/s/ Lawrence Liang
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Name: Lawrence Liang
Title: President and Chief Executive Officer
