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): July 3, 2000
Crys*Tel Telecommunications.com, Inc.
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(Exact name of registrant as specified in its charter)
FLORIDA 33-0865003
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
4275 Executive Square, Suite 1130
La Jolla, California 92037
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(858) 713-1491
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
A special meeting of the Board of Directors of Crys*Tel Telecommunications.com,
Inc., (the Company) a Florida Corporation, was held on December 27, 1999. The
Directors agreed that it was advisable and in the best interest of the
corporation to cancel the common and preferred share issuances to both PacRim
Information Systems, Inc. and Kaiden S. A., and to negotiate a settlement of
all matters between the Company and PacRim and between the Company and Kaiden.
The Board also noted that on November 19, 1998 the Company entered into an
agreement with PacRim Information Systems, Inc. and Kaiden SA for the purchase
of an income stream from Crys*Tel International, Inc. Pursuant to said
agreement the Company issued 1,500,000 common shares (no par value) and
7,500,000 preferred shares to acquire the after tax income stream of Crys*Tel
International, Inc.
On December 21, 1998 the Company completed a six for one stock split,
increasing the common shares outstanding six-fold. Consequently the common
shares issued to PacRim Information Systems Inc. increased to 2,250,000 and the
common shares issued to Kaiden SA increased to 6,750,000.
During the course of the next year the Company had received little or no
consideration in the form of "value" from its agreement with Crys*Tel
International Inc. It was anticipated that Crys*Tel International would develop
business in various regions and pass the revenue derived from such business to
the Company. Crys*Tel International has proven to be unable to sustain business
operations of any kind overseas and has consequently been unable to fulfill its
agreement with the Company.
Pursuant to the cancellation of said shares, Robert Papalia, on behalf of
PacRim Information Systems, Kaiden SA and their shareholders, filed suit
against the Company claiming breach of contract and intentional
misrepresentation. This lawsuit was filed on February 3, 2000 with the San
Diego Superior Court.
The Company entered into a settlement agreement with Robert Papalia, PacRim
Information Systems, and Kaiden SA on May 6, 2000. As per the terms of the
settlement agreement Robert Papalia, PacRim Information Systems, and Kaiden SA
are to relinquish all shares issued, common and preferred, under the terms of
the above mentioned business agreement by May 9, 2000. Pursuant to the return
of the shares the Company will then issue 2,000,000 shares of common stock as
compensation for consulting services performed under the terms of a Consulting
Agreement. Additionally, as per the terms of the settlement agreement, all
claims made against the Company are to be withdrawn.
The Company received confirmation from the Superior Court of San Diego of a
Release of the Actions and the settlement to be put into full effect. The
shares of the settlement agreement have been issued pursuant to the terms of
the agreement and the shares of the Heads of Agreement have been cancelled
pursuant to the settlement agreement.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
There is attached hereto the following exhibits:
Exhibit
No. Description
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3.1 Settlement Agreement Between Crys*Tel Telecommunications.com, Inc. and
Robert Papalia, PacRim Information Systems, and Kaiden SA
99.1 Press Release, dated May 16,2000.
99.2 Press Release, dated July 7,2000.
SIGNATURE
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.
Crys*Tel Telecommunications.com, Inc.
Date: July 10, 2000 By: /S/ Dr. Lorenzo Musa
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Chief Executive Officer
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