SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 10 or 15(d) of the
Securities Exchange Act of 1934
NOVEMBER 21, 1997
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Date of Report (date of earliest event reported)
TOUCH TONE AMERICA, INC.
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(Exact Name of Registrant as Specified in its Charter)
CALIFORNIA 0-24058 33-0424087
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(State or Other (Commission (IRS Employer Iden-
Jurisdiction of File Number) tification Number)
Incorporation)
3300 N. CENTRAL AVE.
SUITE 1155
PHOENIX, ARIZONA 85012
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(Address of Principal Executive Offices
Including Zip Code)
(800) 535-2211
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(Registrant's telephone number,
including area code)
Page 1 of 4.
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Item 1. Changes in Control of Registrant
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N/A
Item 2. Acquisition or Disposition of Assets
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On August 11, 1997, Touch Tone America, Inc. (the "Company") and
Orix Global Communications, Inc. ("Orix") entered into an
Agreement and Plan of Reorganization (the "Agreement") whereby
the shareholders of Orix would sell all the issued and
outstanding common stock of Orix (the "Shares") to the Company.
On November 7, 1997, the parties amended the Agreement in order
to substitute the consideration given by the Company for the
Shares, as well as impose certain conditions for the closing of
the transaction. These conditions are both precedent and
subsequent which include (i) the Company being in good standing
and in full compliance with NASDAQ rules and being listed with
the NASDAQ SmallCap Market for a period of 150 days from the
closing of the transaction and (ii) the Company having a net
worth of no less than $500,000 at closing. The Company agreed to
acquire all the Shares in exchange for such number of Common
Shares of the Company's Common Stock to represent after issuance
65% of all such issued and outstanding shares after giving effect
to all outstanding options, warrants or other rights calling for
issuances of Common Shares of the Company's Common Stock.
Item 3. Bankruptcy or Receivership
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N/A
Item 4. Changes in Registrant's Certifying Accountants
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N/A
Item 5. Other Events
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NASDAQ has notified the Company that as a result of its failure
to file its annual report on a timely basis and to satisfy the
listing requirements for continued listing on the NASDAQ
small/cap market the Company's Common Stock would be delisted.
On the basis of commitments made by the Company, the NASDAQ
agreed to maintain the listing of the Company's Common Stock on
the NASDAQ until such time as a formal decision is made by the
NASDAQ following a verbal hearing with the Company scheduled for
December 4, 1997. The Company made a verbal representations that
it would present a plan to increase its capital base and satisfy
NASDAQ maintenance listing requirements. The Company also
represented that it had entered into an agreement to acquire all
the issued and outstanding shares of Orix Global Communications,
Inc. in an exchange for share transaction, and that subject to
shareholder approval, the operations of Orix
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<PAGE>
Global Communications, Inc. would be consolidated with operations
of the Company.
In October 1997, the Company closed its offices at 4110 North
Scottsdale Road, Suite 170, Scottsdale, Arizona and moved to its
subsidiary's office at 3300 N. Central Avenue, Suite 1155,
Phoenix, Arizona 85012.
Item 6. Resignations of Registrant's Directors
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N/A
Item 7. Financial Statements and Exhibits
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(a) and (b) N/A
(c) Exhibits:
Exhibit No. Page Description
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<PAGE>
SIGNATURES
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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.
TOUCH TONE AMERICA, INC.
Dated: November 21, 1997 By: /s/ EDWARD D. WIRTH, JR.
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Edward D. Wirth, Jr.
Acting President
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