Accesstel Inc/UT – ‘SC 14F1’ on 12/3/04 re: Accesstel Inc/UT

On:  Friday, 12/3/04, at 5:20pm ET   ·   Accession #:  1125282-4-6069   ·   File #:  5-57101

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Statement re: Change in Majority of Directors   —   Rule 14f-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14F1     Statement re: Change in Majority of Directors          5     24K 

Document Table of Contents

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 INFORMATION STATEMENT PURSUANT TO SECTION 14(f)

OF THE SECURITIES EXCHANGE ACT OF 1934

 AND RULE 14f-1 THEREUNDER

 REPORT OF CHANGE IN MAJORITY OF DIRECTORS

December 6, 2004

     Accesstel, Inc. ("we" or the "Company") is sending this Information
Statement to you and each of the Company's other stockholders with respect to   
the pending appointment of its new Board of Directors. The appointment of a new 
board of directors is occurring pursuant to an Agreement (the "Agreement") dated
August 30, 2004, between the Company and Global Invest Holdings, Inc., a New    
Jersey corporation ("Global Invest").                                           

      On October 13, 2004, the Company completed the acquisition of Global
Invest by issuing an aggregate of 25,000,000 shares of our common stock to the  
six stockholders of Global Invest. Global Invest is a holding company with three
separate wholly-owned entities specializing in the manufacture and distribution 
of textile products manufactured in Lebanon and distributed primarily in the    
United States. Global Invest has two manufacturing facilities as well as a      
separate sales and distribution office. The three wholly-owned entities are:    
Asiatic Industries, LLC, which is responsible for sales, marketing and          
distribution; Authentic Garment Industries, SAL, responsible for production of  
textiles; and Textile Industries, SAL, also responsible for production of       
textiles. Global Invest has over 1500 employees and emphasizes a humanitarian   
approach to textile production.                                                 

        This information is provided for information purposes only. We are not
soliciting proxies in connection with the items described herein. You are urged 
to read this Information Statement carefully. You are not, however, required to 
take any action.                                                                

        The information contained in this Information Statement concerning the
designee for the Company's Board of Directors has been furnished to the Company 
by such designee, and the Company assumes no responsibility for the accuracy,   
completeness or fairness of any of that information.                            

      At the close of business on November 30, 2004, there were 30,791,740
shares of the Company's Common Stock issued and outstanding. The Company's      
Common Stock is the only class of its securities outstanding having the right to
vote for the election of directors of the Company. Each share of Common Stock   
entitles its record holder to one vote.                                         

This Information Statement is being sent on or about December 6, 2004.

BOARD DESIGNEE                                                                  

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The person listed below in this Information Statement (the "Board Designee") is 
to be elected to the Board of Directors effective December 16, 2004:            

NAME AND ADDRESS OF BOARD DESIGNEE     AGE              OCCUPATION              

Ralph Sayad                           42              Chief Executive Officer 
                                              of Global Invest
                                            Holdings, Inc.

 On November 29, 2004, Kevin Marion, the sole director and Chief
Executive Officer of the Company, resigned as Chief Executive Officer, and      
appointed Ralph Sayad as the Chief Executive Officer, Louis Sayad as the        
President and Karim Sayad as the Secretary of the Company. In addition, Mr.     
Marion appointed Ralph Sayad as a director of the Company effective December 16,
2004, at which time Mr. Marion will resign as a director. See "DIRECTORS AND    
EXECUTIVE OFFICERS" below.                                                      

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                  

        As used in this section, the term beneficial ownership with respect to
a security is defined by Rule 13d-3 under the Securities Exchange Act of 1934,  
as amended, as consisting of sole or shared voting power (including the power to
vote or direct the vote) and/or sole or shared investment power (including the  
power to dispose of or direct the disposition of) with respect to the security  
through any contract, arrangement, understanding, relationship or otherwise,    
subject to community property laws where applicable.                            

       As of November 30, 2004, the Company had a total of 30,791,740 shares
of common stock issued and outstanding, which is the only issued and outstanding
voting equity security of the Company. The information set forth below reflects 
the 10,000-for-1 reverse stock split effective August 11, 2004, and the         
subsequent 100-for-1 stock dividend.                                            

        The following table sets forth, as of November 30, 2004: (a) the names
and addresses of each beneficial owner of more than five percent (5%) of the    
Company's common stock known to the Company, the number of shares of common     
stock beneficially owned by each such person, and the percent of the Company's  
common stock so owned; and (b) the names and addresses of each director and     
executive officer, the number of shares of common stock beneficially owned, and 
the percentage of the Company's common stock so owned, by each such person, and 
by all directors and executive officers of the Company as a group. Each person  
has sole voting and investment power with respect to the shares of common stock,
except as otherwise indicated. Beneficial ownership consists of a direct        
interest in the shares of common stock, except as otherwise indicated.          

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                                                      Percent of
Name and Address             Amount and Nature of             Shares of Common  
of Beneficial Owner          Beneficial Ownership             Stock Outstanding 
-------------------          -------------------------        ----------------- 
Kevin Marion                              -                              - %    
2904 E. Shady Lane                                                              
Highland Ranch, CO 80126                                                        

Ralph Sayad                       7,250,000                            23.5%    
35 Stalter Drive                                                                
Wayne, NJ 07470                                                                 

Louis Sayad                       4,500,000                            14.6%    
35 Stalter Drive                                                                
Wayne, NJ 07470                                                                 

Karim Sayad                       4,250,000                            13.8%    
9 Greenbriar Road                                                               
Little Falls, NJ 07424                                                          

All Officers and                 16,000,000                            51.9%    
Directors as a group                                                            

---------------------------                                                     

Changes in Control:                                                             

         The August 30, 2004 Agreement, described above, resulted in a change in
control of the Company.                                                         

LEGAL PROCEEDINGS                                                               

As of the date of this statement, there is no material proceeding to which any  
director, officer, affiliate, or shareholder of the Company is a party adverse  
to the Company.                                                                 

DIRECTORS AND EXECUTIVE OFFICERS                                                

Existing Directors and Officers.                                                

  The following table and text set forth the names and ages of all
directors and executive officers of the Company as of November 30, 2004. The    
Board of Directors is comprised of only one class. All of the directors will    
serve until the next annual meeting of stockholders and until their successors  
are elected and qualified, or until their earlier death, retirement, resignation
or removal. Officers are elected at the Annual Meeting of the Board of          
Directors, which immediately follows the Annual Meeting of Stockholders. There  
are no family relationships among directors and executive officers. Also        
provided herein is a brief description of the business experience of each       
director and executive officer during the past five years and an indication of  
directorships held by each director in other companies subject to the reporting 
requirements under the Federal securities laws.                                 

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Name                   Age       Positions                    Date Appointed    
----                   ---       ---------                    --------------    

Kevin Marion           33        Director                     April 9, 2004     

Ralph Sayad            42        Chief Executive Officer      November 29, 2004 

Louis Sayad            40        President                    November 29, 2004 

Karim Sayad            46        Secretary                    November 29, 2004 

     David C. Merrell, the Company's President, Chief Financial Officer,
Secretary and director since April 24, 2003, resigned as officer and director of
the Company effective December 12, 2003.                                        

        Randall Middleton, the Company's President and director since December
12, 2003, and Thomas Rowan, the Company's Secretary, Treasurer and director     
since December 12, 2003, both resigned as officers and directors of the Company 
effective April 9, 2004.                                                        

Biographies of Directors and Executive Officers:                                

        Ralph Sayad, 42, received a Bachelor of Science degree in marketing in
1984, and a Masters of Business Administration degree in finance in 1986, from  
New York University. He was one of the founders of Asiatic Industries in 1996,  
and has acted as Chief Executive Officer of Global Invest since its founding. He
has been responsible for setting up and managing the textile production         
operations in Lebanon, and has overall responsibility for the operations of     
Global Invest's subsidiaries in Lebanon. Prior to his involvement with Global   
Invest, Mr. Sayad was a consultant on strategic business matters for about 20   
companies and a financial controller for a leading company in Lebanon in the    
medical, pharmaceutical, dental and chemical fields.                            

      Louis Sayad, 40, received a Bachelor of Science degree in biology in
1986, and a Master of Science degree in molecular biology/biotechnology, in 1990
from William Paterson State University, Wayne, New Jersey. He joined with Ralph 
Sayad in the formation of Global Invest in 1996, importing hosiery products from
Lebanon and distributing the products in the United States. At Global Invest,   
Louis Sayad has been primarily involved in marketing its textile products in the
United States. From August, 1988 to January, 1996, Mr. Sayad operated Asiatic   
Hosiery Company, the predecessor to the Asiatic Industries subsidiary of Global 
Invest, which sold textile products primarily from domestic manufacturers and   
suppliers to small retail businesses and wholesalers. Currently, Mr. Sayad is   
President of Global Invest and Chief Operating Officer of Asiatic Industries,   
managing the marketing, purchasing, sales, and distribution of products for     
Asiatic Industries.                                                             

         Karim Sayad, 46, received a Bachelor of Science degree in Physiotherapy
from Brooklyn College, New York, in 1980. He has been employed by the Company's 
Asiatic Industries subsidiary as its Marketing Sales Manager since 1996. At     
Asiatic Industries, Mr. Sayad is responsible for developing the strategic       
marketing plan, for product development and oversight of implementation, and for
a leadership program to enhance motivation and efficiency within the sales      
force.                                                                          

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            Kevin Marion received his Bachelor of Science in Forensic Psychology
from the John Jay College of Criminal Justice. He served one year as a New York 
City police officer and four and one-half years with the New York State Police  
where he achieved the rank of sergeant. In 1995 he left the Fraternal Order of  
Police to become Vice President and Operations Director of a national retail    
business. He owned and operated four franchises of this retailer personally.    

Involvement in Certain Legal Proceedings.                                       

         Except as stated below, during the past five years, no director, person
nominated to become a director, executive officer, promoter or control person of
our Company:                                                                    

        (1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy or
two years prior to that time;                                                   

  (2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor       
offenses);                                                                      

    (3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,         
permanently or temporarily enjoining, barring, suspending or otherwise limiting 
his involvement in any type of business, securities or banking activities; or   

         (4) was found by a court of competent jurisdiction (in a civil action),
the Securities and Exchange Commission or the Commodity Futures Trading         
Commission to have violated a federal or state securities or commodities law,   
and the judgment has not been reversed, suspended or vacated.                   

Compliance with Section 16(a) of the Securities Exchange Act of 1934, as        
amended:                                                                        

   Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's directors and executive officers and persons who own more
than 10% of a registered class of the Company's equity securities to file       
various reports with the Securities and Exchange Commission concerning their    
holdings of, and transactions in, securities of the Company. Copies of these    
filings must be furnished to the Company.                                       

         The Company believes that all individual filing requirements applicable
to the Company's directors and executive officers were complied with under      
Section 16(a) during the year ended December 31, 2003.                          

The Company's Board of Directors does not have any standing audit, nominating,  
or compensation committees.                                                     

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14F1’ Filing		Date		First		Last			Other Filings
		12/16/04		2
		12/6/04		1
Filed on:		12/3/04							8-K
		11/30/04		1		3
		11/29/04		2		4			8-K
		10/13/04		1					3,  4,  8-K,  8-K/A
		8/30/04		1		3
		8/11/04		2
		4/9/04		4					3
		12/31/03		5					10KSB,  5,  NT 10-K
		12/12/03		4
		4/24/03		4
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