UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
SIRCO INTERNATIONAL CORP.
(Name of Issuer)
Common Stock, par value $.10
(Title of Class of Securities)
829639103
(CUSIP Number)
Access One Communications Corp.
3427 NW 55th Street
Ft. Lauderdale, Florida 33309
(954) 714-0000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With Copies to:
Neil S. Baritz, Esq., Dreier & Baritz, LLP
150 East Palmetto Park Road, Suite 401
Boca Raton, Florida 33432
March 4, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the following box / /.
NOTE. Six copies of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP NO. 829639103
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Access One Communications Corp. ("Access One")
22-3527935
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
Shares of Access One common stock
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
a New Jersey Corporation
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NUMBER OF 7. SOLE VOTING POWER
SHARES 1,800,000
BENEFICIALLY ___________________________________________
OWNED BY 8. SHARED VOTING POWER
EACH ___________________________________________
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 1,800,000
WITH ___________________________________________
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,800,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.8%
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14. TYPE OF REPORTING PERSON *
CO.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, .10 par value ("Common
Stock"), issued by:
SIRCO INTERNATIONAL CORP. (the "Company")
24 Richmond Hill Avenue
Stamford, CT 06901
ITEM 2. IDENTITY AND BACKGROUND FOR ACCESS ONE COMMUNICATIONS
CORP. (a) - (c), (f)
Access One Communications Corp., a New Jersey corporation
("Access One")
3427 NW 55th Street
Ft. Lauderdale, Florida 33309
Access One is a holding company formed to pursue acquisitions in the
telecommunications field.
(d) During the last five years, Access One has not been convicted in a criminal
proceeding (excluding traffic or similar misdemeanor).
(e) During the last five years, Access One has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
IDENTITY AND BACKGROUND OF DIRECTORS, EXECUTIVE OFFICERS AND CONTROL PERSONS OF
ACCESS ONE COMMUNICATIONS CORP. (a) - (c), (f)
I. Kenneth G. Baritz
c/o Access One Communications Corp.
3427 NW 55th Street
Ft. Lauderdale, Florida 33309
Mr. Baritz is Chief Executive Officer and Chairman of the Board of Access One.
II. Wesly Minella
c/o Access One Communications Corp.
3427 NW 55th Street
Ft. Lauderdale, Florida 33309
Mr. Minella is the Secretary of Access One.
III. Kevin Griffo
<PAGE>
c/o Access One Communications Corp.
3427 NW 55th Street
Ft. Lauderdale, Florida 33309
Mr. Griffo is the President and Chief Operating Officer of Access One.
IV. Paul Riss
c/o SIRCO International Corp.
24 Richmond Hill Avenue
Stamford, CT 06901
Mr. Riss is the Chief Financial Officer of the Company and a member of the Board
of Directors of Access One.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The funds used for the purchase reported herein consist of 1,775,000
shares of Access One's common stock, neither of which were borrowed. As a result
of this purchase reported herein, Access One has purchased more than 5% of the
Company's outstanding Common Stock during the proceeding twelve months.
Consequently, Access One is filing this Schedule 13D.
None of the directors, executive officers or control persons of Access
One contributed capital to Access One to effect the acquisition of the shares
disclosed in this Schedule 13D.
ITEM 4. PURPOSE OF THE TRANSACTION.
The acquisition of the stock is for investment purposes in connection
with the continued development and expansion of Access One's business and will
be used to collaterize and restructure certain of its debt obligations; Access
One may in the future, purchase additional shares of the Company's Common Stock
or dispose of shares by sale, gift or otherwise. Access One has no present plans
or proposals would result in any actions listed in paragraphs (a) through (j) of
Item 4 of this Schedule 13D.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER - ACCESS ONE
COMMUNICATIONS CORP.
(a) Access One beneficially owns 1,800,000 shares (17.8%) of the
Company's outstanding Common Stock.
(b) Access One has sole power to vote and dispose of the 1,800,000
shares.
(c) Access One acquired, in the aggregate, 1,800,000 non-registered
shares of the Company's Common Stock in exchange for 2,150,000 shares of its
common stock.
(d) Not applicable.
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(e) Not applicable.
INTEREST IN THE SECURITIES OF THE ISSUER - DIRECTORS, EXECUTIVE OFFICERS AND
CONTROL PERSONS OF ACCESS ONE
(a) - (c) Collectively, the directors, executive officers, and control
persons of Access One beneficially own 142,000 shares of the outstanding shares
of the Company's Common Stock.
(d) Not applicable for each and every director, executive officer and
control person or Access One.
(e) Not applicable for each and every director, executive officer and
control person or Access One.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
All of the shares owned by Access One have been registered on Form S-3
which Form S-3 was declared effective on May 18, 1999.
None of the directors, executive officers or control persons of Access
One have entered into any contracts, agreements or undertakings with respect to
the securities of the Company.
Pursuant to an agreement with the Company, Access One has the right to
reverse the transaction described herein, in its sole discretion. Such right
must be exercised, if at all, on or prior to September 4, 1999, in which event
Access One must immediately issue to the Company a three year warrant to
purchase 500,000 shares of the common stock of Access One at an exercise price
of $1.00 per share.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 2, 1999 ACCESS ONE COMMUNICATIONS CORP.
By: /s/ KENNETH G. BARITZ
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Kenneth G. Baritz, Chairman and CEO
