UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                               FORM 10-QSB

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934

     For the Quarterly Period Ended June 30, 2003

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

     For the transition period from _________ to _________

                    Commission File Number:  0-24459

                             ACCESSTEL, INC.
      -----------------------------------------------------------------
      (Exact name of small business issuer as specified in its charter)

                         Utah                             59-2159271
            -------------------------------        ----------------------
            (State or other jurisdiction of          (I.R.S. Employer
             incorporation or organization)         Identification Number)


               9005 Cobble Canyon Lane, Sandy, Utah 84093
               -------------------------------------------
                (Address of principal executive offices)

               Issuer's telephone number:  (801) 942-0555

               5201 Great American Parkway, Suite 320-3102
                      Santa Clara, California 95054
           ---------------------------------------------------
          (Former name, former address and former fiscal year,
                     if changed since last report.)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the issuer was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.   Yes [X]  No [ ]

As of September 3, 2003, the Company had 25,002,709 shares of common stock
issued and outstanding.

Transitional Small Business Disclosure Format:  Yes [ ]  No [X]

Documents incorporated by reference:  None.
                                     1
<PAGE>

                             ACCESSTEL, INC.

                                  INDEX


PART I.   FINANCIAL INFORMATION

     Item 1.  Financial Statements

              Balance Sheets   June 30, 2003 (Unaudited) and December 31, 2002

              Statements of Operations (Unaudited) - Three Months and Six
              Months Ended June 30, 2003 and 2002

              Statements of Cash Flows (Unaudited) - Six Months Ended June 30,
              2003 and 2002

              Notes to Financial Statements (Unaudited) - Three Months and Six
              Months Ended June 30, 2003 and 2002

     Item 2.  Management's Discussion and Analysis or Plan of Operation

     Item 3.  Controls and Procedures


PART II.  OTHER INFORMATION

     Item 1.  Legal Proceedings

     Item 6.  Exhibits and Reports on Form 8-K


SIGNATURES
                                    2
<PAGE>
<TABLE>
<CAPTION>
                            AccessTel, Inc.
                             Balance Sheets

                                      June 30,      December 31,
                                        2003            2002
                                      ---------     ------------
                                     (Unaudited)
<S>                                 <C>              <C>
ASSETS

Current assets:
  Cash and cash equivalents          $                $
  Other receivables
                                      ---------        ---------
Total current assets
                                      ---------        ---------

Property and equipment
Less:  Accumulated depreciation
                                      ---------        ---------

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

Other assets
                                      ---------        ---------
Total assets                         $                $
                                      =========        =========


LIABILITIES AND STOCKHOLDERS'
  DEFICIENCY

Current liabilities:
 Accounts payable and
   accrued expenses                 $1,087,764       $1,087,764
 Due to major shareholder              396,248          333,071
 Accrued interest payable                6,719            5,074
                                     ---------        ---------
Total current liabilities            1,490,731        1,425,909
                                     ---------        ---------


Stockholders' deficiency:
 Common stock, $.001 par value
   Authorized - 100,000,000 shares
   Issued and Outstanding
   25,002,709 shares at June 30,
   2003 and 33,354,091 shares
   at December 31, 2002                25,003           33,354
 Additional paid-in capital           333,442          325,091
 Accumulated deficit               (1,849,176)      (1,784,354)
                                    ---------        ---------
Total stockholders' deficiency     (1,490,731)      (1,425,909)
                                    ---------        ---------
Total liabilities and
  stockholders' deficiency         $                $
                                    =========        =========
</TABLE>


             See accompanying notes to financial statements.
                                     3
<PAGE>
<TABLE>
<CAPTION>
                              AccessTel, Inc.
                   Statements of Operations (Unaudited)



                                    Three Months Ended June 30,
                                      --------------------------
                                       2003             2002
                                      ---------        ---------
<S>                                  <C>              <C>
Revenues                              $                $

Cost of revenues
                                        -------          -------
Gross profit
                                        -------          -------

General and administrative
  expenses                               28,500           48,061

Interest expense                            834              722
                                        -------          -------
Net loss                              $ (29,334)       $ (48,783)
                                        =======          =======

Net loss per common share
  (basic and diluted)                    $  -             $  -

                                        =====            =====

Weighted average common
  shares outstanding
  (basic and diluted)              30,570,297       33,354,091
                                   ==========       ==========
</TABLE>
         See accompanying notes to financial statements.
                                     4
<PAGE>
<TABLE>
<CAPTION>
                              AccessTel, Inc.
                   Statements of Operations (Unaudited)



                                      Six Months Ended June 30,
                                      --------------------------
                                       2003             2002
                                      ---------        ---------
<S>                                  <C>              <C>
Revenues                              $                $

Cost of revenues
                                        -------          -------
Gross profit
                                        -------          -------

General and administrative
  expenses                               63,177           86,272

Interest expense                          1,645            1,298
                                        -------          -------
Net loss                              $ (64,822)       $ (87,570)
                                        =======          =======

Net loss per common share
  (basic and diluted)                    $  -             $  -
                                        =====            =====

Weighted average common
  shares outstanding
  (basic and diluted)              31,962,194       33,354,091
                                   ==========       ==========
</TABLE>
              See accompanying notes to financial statements.
                                     5

<PAGE>
<TABLE>
<CAPTION>
                              AccessTel, Inc.
                   Statements of Cash Flows (Unaudited)


                                      Six Months Ended June 30,
                                      --------------------------
                                       2003             2002
                                      ---------        ---------
<S>                                   <C>              <C>

Cash flows from operating
  activities:
  Net loss                            $ (64,822)       $ (87,570)
  Adjustments to reconcile
    net loss to net cash
    used in operating
    activities:
   Changes in operating
     assets and liabilities:
     Increase in:
       Accrued interest
         payable                          1,645            1,298
                                       --------         --------
Net cash used in operating
  activities                            (63,177)         (86,272)
                                       --------         --------

Cash flows from financing
  activities:
  Increase in due to major
    shareholder                          63,177           86,272
                                       --------         --------
Net cash provided by
  financing activities                   63,177           86,272

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

Cash and cash equivalents:
  Net increase (decrease)                  -                -
  At beginning of period                   -                -
                                       --------         --------
  At end of period                    $    -            $   -
                                       ========         ========
</TABLE>
              See accompanying notes to financial statements.

                                     6
<PAGE>
                              AccessTel, Inc.
                 Notes to Financial Statements (Unaudited)
         Three Months and Six Months Ended June 30, 2003 and 2002


1.  Organization and Basis of Presentation

Organization - Shopss.com, Inc., a Utah corporation, changed its name to
AccessTel, Inc. (the "Company") effective February 16, 2001, in conjunction
with the acquisition of AccessTel, Inc., a Delaware corporation ("AccessTel"),
in a reverse merger transaction effective December 18, 2000.

Effective December 18, 2000, the Company entered into a Share Exchange
Agreement with AccessTel and the shareholders of AccessTel pursuant to which
the Company acquired all of the shares of AccessTel in exchange for 22,418,980
shares of common stock, which represented 80% of the issued and outstanding
shares of common stock of the Company after giving effect to the transaction.
An additional 13,681,560 shares of common stock were reserved for issuance
under the Company's stock option plan.  At the closing of this transaction,
the existing officers and directors of the Company resigned, and new officers
and directors were appointed.

Litigation to rescind this transaction was subsequently commenced on May 1,
2001, and a receiver was appointed on May 3, 2001.  This litigation was
settled during June 2003 (see Note 2).

Basis of Presentation - The accompanying financial statements as of December
31, 2002 and for the three months and six months ended June 30, 2003 and 2002
exclude the assets and liabilities of AccessTel's operations due to the
rescission litigation.

The information contained herein is based on the information available to
current management, but due to the commencement of litigation and the
appointment of a receiver, such information may not necessarily be complete or
accurate.

Comments   The accompanying interim financial statements are unaudited, but in
the opinion of management of the Company, contain all adjustments, which
include normal recurring adjustments, necessary to present fairly the
financial position at June 30, 2003, the results of operations for the three
months and six months ended June 30, 2003 and 2002, and the cash flows for the
six months ended June 30, 2003 and 2002.  The balance sheet as of December 31,
2002 is derived from the Company's audited financial statements.

Certain information and footnote disclosures normally included in financial
statements that have been presented in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission with respect to interim
financial statements, although management of the Company believes that the
disclosures contained in these financial statements are adequate to make the
information presented therein not misleading.  For further information, refer
to the financial statements and notes thereto included in the Company's
Annual Report on Form 10-KSB for the fiscal year ended December 31, 2002, as
filed with the Securities and Exchange Commission.

The results of operations for the three months and six months ended June 30,
2003 are not necessarily indicative of the results of operations to be
expected for the full fiscal year ending December 31, 2003.

Going Concern - The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.  The Company has
suffered recurring losses, has no operations and has a deficiency in working
capital and shareholders' equity at June 30, 2003 and December 31, 2002.
These factors raise substantial doubt about the Company's ability to continue
as a going concern.  The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.  The Company's
independent certified public accountants have included a modification
paragraph in their report on the Company's financial statements for the year
ended December 31, 2002 with respect to this matter.
                                     7
<PAGE>
The Company is currently insolvent and has no business operations.  The
Company's current efforts are focused on maintaining the corporate entity, and
until recently, pursuing litigation against former management.  As a result of
the matters described herein, the Company may have to file for protection
under the United States Bankruptcy Code.  Accordingly, there can be no
assurances that the Company will be able to continue in existence.


Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those estimates.

Net Loss Per Common Share - Basic loss per common share is calculated by
dividing net loss by the weighted average number of common shares outstanding
during the period.  Diluted loss per common share reflects the potential
dilution that would occur if all dilutive stock options and warrants were
exercised.  These potentially dilutive securities were anti-dilutive for all
periods presented, and accordingly, basic and diluted loss per common share is
the same for all periods presented.

2.  Legal Proceedings

On May 1, 2001, prior management of the Company filed a complaint (the
"Complaint") in the Third Judicial District Court of Salt Lake County, State
of Utah (the "Court"), Civil No. 010903821, asserting claims against
AccessTel, Inc. a Delaware corporation ("AccessTel"), and certain of the
original shareholders of AccessTel (collectively, the "AccessTel Parties").
The Complaint was filed in regard to the December 18, 2000 Share Exchange
Agreement (the "Exchange Agreement") by and between the Company and the
AccessTel Parties.  The Complaint alleged that the Company was induced to
enter into the Exchange Agreement with the AccessTel Parties through a series
of false representations made by the AccessTel Parties.

A settlement was reached between the parties to the Complaint.  The material
terms of the settlement include the requirement that the AccessTel Parties
surrender all right, title and interest in and to those shares of common stock
of the Company (the "Surrendered Shares") issued to them pursuant to the
Exchange Agreement, and that all members of management of the Company that had
been designated to serve as directors and executive officers of the Company at
the closing of the Exchange Agreement with the AccessTel Parties resign from
their respective management positions.  As a result of the settlement,
on May 6, 2003, prior management of the Company who had filed the Complaint
filed with the Court a Motion to Dismiss the Complaint.  An Order of Dismissal
was signed by the Court on June 2, 2003.

Lawrence Liang, the Company's Chief Executive Officer, President and a
director, and Stuart Bockler, the Company's Chief Financial Officer, Secretary
and a director, were named as defendants in the Complaint, and pursuant to the
settlement, resigned as officers and directors of the Company effective April
24, 2003.  Prior to their resignation, David C. Merrell, a former director and
executive officer of the Company, was appointed as an interim officer and
director of the Company.

As a result of this settlement, the Company reduced its outstanding shares of
common stock by a net of 8,351,382 shares during June 2003 (11,356,782 shares
less 3,005,400 shares that had been in dispute and were never recorded, but
are now considered issued and outstanding), which has been recorded as a
decrease to shares of common stock outstanding and a corresponding increase to
additional paid-in capital at par value of $0.001 (aggregate amount $8,351).
As the settlement did not result in the Company gaining control of the assets
or operations of AccessTel, the Company will not reflect such assets or
operations in its financial statements subsequent to the settlement date.
                                     8
<PAGE>

3.  Transactions with Major Shareholder

A major shareholder of the Company made advances to or on behalf of the
Company aggregating $0 and $6,177 for the three months and six months ended
June 30, 2003, respectively, and $19,561 and $29,272 for the three months and
six months ended June 30, 2002, respectively.  Such advances bear interest at
1% below the prime rate.  Related interest expense for the three months and
six months ended June 30, 2003 was $834 and $1,645, respectively, and $722 and
$1,298 for the three months and six months ended June 30, 2002, respectively.
These advances have been used to fund general and administrative expenses,
consisting primarily of legal and accounting fees.  There can be no assurances
that the shareholder will continue to make such advances to or on behalf of
the Company.  The Company also incurred fees to the shareholder for services
rendered of $28,500 and $57,000 for the three months and six months ended June
30, 2003 and 2002, respectively.


4.  Recent Accounting Pronouncements

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections".  SFAS No. 145 rescinds the provisions of SFAS No. 4 that
requires companies to classify certain gains and losses from debt
extinguishments as extraordinary items, eliminates the provisions of SFAS No.
44 regarding transition to the Motor Carrier Act of 1980 and amends the
provisions of SFAS No. 13 to require that certain lease modifications be
treated as sale leaseback transactions.  The provisions of SFAS No. 145
related to classification of debt extinguishments are effective for fiscal
years beginning after May 15, 2002.  Earlier application is encouraged.  The
adoption of SFAS No. 145 did not have a significant effect on the Company's
financial statement presentation or disclosures.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities," which requires companies to recognize costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan.  Such costs covered
by SFAS No. 146 include lease termination costs and certain employee severance
costs that are associated with a restructuring, discontinued operation, plant
closing, or other exit or disposal activity.  SFAS No. 146 replaces the
previous accounting guidance provided by the EITF No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit
an Activity (including Certain Costs Incurred in a Restructuring)."  SFAS No.
146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002.  The adoption of SFAS No. 146 did not have a
significant effect on the Company's financial statement presentation or
disclosures.

In October 2002, the FASB issued SFAS No. 147, "Acquisitions of Certain
Financial Acquisitions of Financial Institutions, Except Transactions Between
or More Mutual Enterprises".  The Company does not expect that SFAS No. 147
will have any effect on its financial statement presentation or disclosures.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation  Transition and Disclosure".  SFAS No. 148 amends SFAS No. 123,
"Accounting for Stock-Based Compensation", to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation.  In addition, SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in
both annual and interim financial statements about the method of accounting
for stock-based employee compensation and the effect of the method used on
reported results.  SFAS No. 148 is effective for fiscal years beginning after
December 15, 2002.  The interim disclosure provisions are effective for
financial reports containing financial statements for interim periods
beginning after December 15, 2002.  The adoption of SFAS No. 148 did not have
a significant effect on the Company's financial statement presentation or
disclosures.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities".  SFAS No. 149 amends and
clarifies under what circumstances a contract with an initial net investment
meets the characteristics of a derivative and when a derivative contains a
financing component.  The clarification
                                     9
<PAGE>
provisions of SFAS No. 149 require that contracts with comparable
characteristics be accounted for similarly.  SFAS No. 149 is effective for
contracts entered into or modified after June 30, 2003.  The Company does not
expect that the adoption of SFAS No. 149 will have a significant effect on the
Company's financial statement presentation or disclosures.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity".  SFAS No.
150 establishes standards for how an issuer classifies and measures in its
statement of financial position certain financial instruments with
characteristics of both liabilities and equity.  SFAS No. 150 requires that an
issuer classify a financial instrument that is within its scope as a
liability (or an asset in some circumstances) because that financial
instrument embodies an obligation of the issuer.  SFAS No. 150 is effective
for financial instruments entered into or modified after May 31, 2003 and
otherwise is effective at the beginning of the first interim period beginning
after June 15, 2003.  SFAS No. 150 is to be implemented by reporting the
cumulative effect of a change in accounting principle for financial
instruments created before the issuance date of SFAS No. 150 and still
existing at the beginning of the interim period of adoption.  Restatement is
not permitted.  The Company does not expect that the adoption of SFAS No. 150
will have a significant effect on the Company's financial statement
presentation or disclosures.

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45").  FIN 45 elaborates on the
existing disclosure requirements for most guarantees, including loan
guarantees such as standby letters of credit.  It also clarifies that at the
time a company issues a guarantee, the company must recognize an
initial liability for the fair market value of the obligations it assumes
under that guarantee and must disclose that information in its interim and
annual financial statements.  The initial recognition and measurement
provisions of FIN 45 apply on a prospective basis to guarantees issued or
modified after December 31, 2002.  The Company implemented the disclosure
provisions of FIN 45 in its December 31, 2002 consolidated financial
statements, and the measurement and recording provisions of FIN No. 45
effective January 1, 2003.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities (and Interpretation of ARB No. 51)" ("FIN 46").
FIN 46 requires that the primary beneficiary in a variable interest entity
consolidate the entity even if the primary beneficiary does not have a
majority voting interest.  The consolidation requirements of FIN 46 are
required to be implemented for any variable interest entity created on or
after January 31, 2003.  In addition, FIN 46 requires disclosure of
information regarding guarantees or exposures to loss relating to any variable
interest entity existing prior to January 31, 2003 in financial statements
issued after January 31, 2003.  The implementation of the provisions of FIN 46
effective January 31, 2003 did not have any effect on the Company's
consolidated financial statement presentation or disclosures.
                                    10
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Cautionary Statement Pursuant to Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995:

This Quarterly Report on Form 10-QSB for the quarterly period ended June 30,
2003 contains "forward-looking" statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, including statements that include
the words "believes", "expects", "anticipates", or similar expressions.  These
forward-looking statements may include, among others, statements of
expectations, beliefs, future plans and strategies, anticipated events or
trends, and similar expressions concerning matters that are not historical
facts.  The forward-looking statements in this Quarterly Report on Form 10-QSB
for the quarterly period ended June 30, 2003 involve known and unknown risks,
uncertainties and other factors that could the cause actual results,
performance or achievements of the Company to differ materially from those
expressed in or implied by the forward-looking statements contained herein.

Overview:

The information contained herein is based on the information available to
current management, but due to the commencement of litigation and the
appointment of a receiver, such information may not necessarily be complete or
accurate.

The Company is currently insolvent and has no business operations.  The
Company's current efforts are focused on maintaining the corporate entity, and
until recently, pursuing litigation against former management.  As a result of
the matters described herein, the Company may have to file for protection
under the United States Bankruptcy Code.  Accordingly, there can be no
assurances that the Company will be able to continue in existence.

Results of Operations:

Three Months Ended June 30, 2003 and 2002 -

During the three months ended June 30, 2003, the Company incurred general and
administrative expenses of $28,500, which consisted of charges by a major
shareholder for services rendered, and interest expense of $834 related to
previous advances for legal and accounting expenses.

During the three months ended June 30, 2002, the Company incurred general and
administrative expenses of $48,061, which consisted of advances for legal and
accounting expenses of $19,561 and charges by a shareholder for services
rendered of $28,500, and interest expense of $722 related to such advances.

During the three months ended June 30, 2003, the Company incurred a net loss
of $29,334, as compared to a net loss of $48,783 for the three months ended
June 30, 2002.

Six Months Ended June 30, 2003 and 2002 -

During the six months ended June 30, 2003, the Company incurred general and
administrative expenses of $63,177, which consisted of advances for legal and
accounting expenses of $6,177 and charges by a shareholder for services
rendered of $57,000, and interest expense of $1,645 related to such advances.

During the six months ended June 30, 2002, the Company incurred general and
administrative expenses of $86,272, which consisted of advances for legal and
accounting expenses of $29,272 and charges by a shareholder for services
rendered of $57,000, and interest expense of $1,298 related to such advances.

During the six months ended June 30, 2003, the Company incurred a net loss of
$64,822, as compared to a net loss of $87,570 for the six months ended June
30, 2002.
                                    11
<PAGE>

Liquidity and Capital Resources   June 30, 2003:

Operating Activities -

At June 30, 2003, the Company had no cash resources and a working capital
deficit of $1,490,731, as a result of which the Company was insolvent.

Financing Activities -

A major shareholder of the Company made advances to or on behalf of the
Company aggregating $0 and $6,177 for the three months and six months ended
June 30, 2003, respectively, and $19,561 and $29,272 for the three months and
six months ended June 30, 2002, respectively.  Such advances bear interest at
1% below the prime rate.  Related interest expense for the three months and
six months ended June 30, 2003 was $834 and $1,645, respectively, and $722 and
$1,298 for the three months and six months ended June 30, 2002, respectively.
These advances have been used to fund general and administrative expenses,
consisting primarily of legal and accounting fees.  There can be no assurances
that the shareholder will continue to make such advances to or on behalf of
the Company.  The Company also incurred fees to the shareholder for services
rendered of $28,500 and $57,000 for the three months and six months ended June
30, 2003 and 2002, respectively.
                                    12
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange
Act of 1934 is recorded, processed, summarized and reported, within the time
periods specified in the rules and forms of the Securities and Exchange
Commission.  Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in the reports filed under the Exchange Act of 1934 is
accumulated and communicated to the Company's management, including its
principal executive and financial officers, as appropriate, to allow timely
decisions regarding required disclosure.

The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including its principal executive
and financial officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of the end of the fiscal
quarter.  Based upon and as of the date of that evaluation, the Company's
principal executive and financial officer concluded that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed in the reports the Company files and submits under
the Exchange Act of 1934 is recorded, processed, summarized and reported as
and when required.

(b) Changes in Internal Controls

There were no changes in the Company's internal controls or in other factors
that could have significantly affected those controls subsequent to the date
of the Company's most recent evaluation.
                                    13
<PAGE>

                       PART II.  OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

On May 1, 2001, prior management of the Company filed a complaint (the
"Complaint") in the Third Judicial District Court of Salt Lake County, State
of Utah (the "Court"), Civil No. 010903821, asserting claims against
AccessTel, Inc. a Delaware corporation ("AccessTel"), and certain of the
original shareholders of AccessTel (collectively, the "AccessTel Parties").
The Complaint was filed in regard to the December 18, 2000 Share Exchange
Agreement (the "Exchange Agreement") by and between the Company and the
AccessTel Parties.  The Complaint alleged that the Company was induced to
enter into the Exchange Agreement with the AccessTel Parties through a series
of false representations made by the AccessTel Parties.

A settlement was reached between the parties to the Complaint.  The material
terms of the settlement include the requirement that the AccessTel Parties
surrender all right, title and interest in and to those shares of common stock
of the Company (the "Surrendered Shares") issued to them pursuant to the
Exchange Agreement, and that all members of management of the Company that had
been designated to serve as directors and executive officers of the Company at
the closing of the Exchange Agreement with the AccessTel Parties resign from
their respective management positions.  As a result of the settlement,
on May 6, 2003, prior management of the Company who had filed the Complaint
filed with the Court a Motion to Dismiss the Complaint.  An Order of Dismissal
was signed by the Court on June 2, 2003.

Lawrence Liang, the Company's Chief Executive Officer, President and a
director, and Stuart Bockler, the Company's Chief Financial Officer, Secretary
and a director, were named as defendants in the Complaint, and pursuant to the
settlement, resigned as officers and directors of the Company effective April
24, 2003.  Prior to their resignation, David C. Merrell, a former director and
executive officer of the Company, was appointed as an interim officer and
director of the Company.

As a result of this settlement, the Company reduced its outstanding shares of
common stock by a net of 8,351,382 shares during June 2003 (11,356,782 shares
less 3,005,400 shares that had been in dispute and were never recorded, but
are now considered issued and outstanding), which has been recorded as a
decrease to shares of common stock outstanding and a corresponding increase to
additional paid-in capital at par value of $0.001 (aggregate amount $8,351).
As the settlement did not result in the Company gaining control of the assets
or operations of AccessTel, the Company will not reflect such assets or
operations in its financial statements subsequent to the settlement date.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    (a)  Exhibits

         A list of exhibits required to be filed as part of this report is set
         forth in the Index to Exhibits, which immediately precedes such
         exhibits, and is incorporated herein by reference.

    (b)  Reports on Form 8-K

         Three Months Ended June 30, 2003:

         The Company filed a Current Report on Form 8-K on May 12, 2003 to
         report the settlement of litigation and the filing of a Motion to
         Dismiss on May 6, 2003, and filed a Current Report on Form 8-K/A on
         June 6, 2003 to report that an Order of Dismisal with respect to the
         litigation was signed on June 2, 2003.
                                    14
<PAGE>

                               SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                                   AccessTel, Inc.
                                                   ---------------
                                                     (Registrant)


                                                   /s/ DAVID C. MERRELL
Date:  September 9, 2003                      By:  _________________________
                                                   David C. Merrell
                                                   President and Chief
                                                   Financial Officer
                                    15
<PAGE>

                            INDEX TO EXHIBITS


Exhibit
Number     Description of Document
------     -----------------------

 31        Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
           2002

 32        Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
           2002

                                    16
<PAGE>