UNITED STATES

SECURITIES AND EXCHANGE COMMISSION







Washington, D.C.  20549











FORM 10-KSB



(Mark One)



[X]     QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year ended
December 31, 2002



OR









[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934





For the transition period from ___________to____________









AXESSTEL, INC.





(name of small business issuer as specified in its charter)





|Nevada                     | 000-28135                  | 91-1982205                            
|-------------------------- | -------------------------- | --------------------------------------
|State of
    Incorporation | Commission File
    Number | IRS Employer
    Identification Number











6305 Lusk Boulevard,                    San Diego, California
92121

(address of principal executive offices)







(858) 625-2100







(Registrant's telephone number, including area code)





Securities to be registered under Section 12(b) of the Act:







Title of Each Class Name of Each Exchange on Which to be so Registered: Each Class is to be Registered:







Securities to be registered under Section 12(g) of the Act:







Common Stock









(Title of Class)







Check whether the registrant (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 registrant was
required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.



YES [X]               NO [ ]



Check here if the disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of the registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this 10-KSB or any
amendment to this Form 10-KSB. [ ]



Revenues for the year ending December 31, 2002 were $
8,086,787.



As of December 31, 2002, the aggregate market value of the
voting and non-voting common equity held by non-affiliates was $3,581,943.



As of December 31, 2002, the Company had approximately
6,077,810 shares of Common Stock issued and outstanding.









INFORMATION REQUIRED IN REGISTRATION STATEMENT







Part I











Item 1. Description of Business



Item 2. Description of Property



Item 3. Legal Proceedings



Item 4. Submission of Matters to a Vote of Security Holders





Part II











Item 5. Market for Common Equity and Related Shareholder Matters



Item 6. Management's Discussion and Analysis or Plan of Operation



Item 7. Financial Statements



Item 8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure





Part III









Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act



Item 10. Executive Compensation



Item 11. Security Ownership of Certain Beneficial Owners and Management



Item 12. Certain Relationships and Related Transactions



Item 13. Exhibits and Reports on Form 8-K



Except where the context otherwise requires, all references in
this Registration to (a) the "Registrant" or the "Company" or
"Axesstel" refer to Axestel, Inc., a Nevada corporation, (b) the "Web" refer to
the World Wide Web.







PART I



Item 1.    Description of Business.



(a)    Axesstel, Inc. (the Company), formerly named as Miracom Industries, Inc., was incorporated in
the state of Nevada on March 12, 1996.  The Company is now in the business
of developing, designing and merketing telecommunications products such as
Wireless Local Loop subscriber terminals and enhanced wireless devices based on
Qualcomm's CDMA technologies.

























On July 16, 2002, Miracom Industries, Inc. entered into a "Corporate Combination Agreement"
(the "Agreement")
with Axesstel, Inc., a California Corporation, executed and accepted as effective August 22, 2002.Axesstel, Inc. was incorporated in California in July of 2000 and is in the business of producing
telecommunication carrier-grade subscriber terminals such as fixed wireless telephones, wireless
hybrid products and enhanced wireless devices.  Pursuant to the Agreement,
Miracom Industries, Inc. acquired Axesstel, Inc., a California Corporation, and
Axesstel, Inc. became a wholly owned subsidiary of Miracom Industries, Inc. At
the same time, Miracom Industries, Inc. changed its name to Axesstel, Inc. with
its main office located in California, and focused its business on
telecommunication products development and design and distribution of the
products worldwide through its direct carrier customer sales operations.



















The Company established a wholly owned subsidiary named
'Axesstel Korea, Ltd.' in Korea in
July 2000 and a branch office in Korea in July 2002, in order to engage in research and
development activities and to outsource manufacturers of telecommunication products and parts.



(b)   
Business of Issuer.





Axesstel, Inc., headquartered in San Diego, California, is comprised of two groups: a San Diego-based
organization and a Korea-based development and design facility.  The San Diego office is chiefly
composed of marketing, sales, operations, finance and administration. It is responsible for all
customer-facing activities, such as marketing communications, product planning, product
management, and customer support, along with sales and business development activities on a
worldwide basis.







From San Diego, Axesstel directs its global partners and business activities.  Axesstel's products are
based upon Qualcomm's CDMA technology, which allows Axesstel to focus its sales resources and
efforts exclusively on CDMA operators worldwide.  The territories of interest include North America,
Latin America and the Caribbean, Africa, Eastern Europe, and Asia (with particular emphasis on India
and China).







The Axesstel Korea office, 100% owned by Axesstel, Inc., is entirely dedicated to the design and
production of advanced CDMA wireless products for Axesstel, Inc.  This office, located in Seoul, South
Korea, takes complete advantage of Korea's expert development, low-cost manufacturing and high-quality engineering talent.  Recently expanded to 60 engineers, through the acquisition of Entatel, a
wireless R&D company, this office focuses on terminal design activities and leverages Korea's world-recognized leadership role in CDMA product development.  Our Korean office is located in close
proximity to a variety of strategic manufacturing and production partners—which allows Axesstel to
load-balance its production and optimize its orders, based upon customer demand, quick turn-around,
low-volume production and scheduled large-volume production runs.



Products.



Axesstel's product and development activities fall into three categories: Wireless Local Loop (WLL)
terminal products, hybrid and enhanced wireless products, and strategic Original Design &
Manufacturing (ODM) product development.







The first category, Axesstel's WLL products based upon CDMA (Code Division Multiple Access)
technology, represent a mature technology and are primarily directed towards developing
countries—areas where a traditional copper-based telephony infrastructure is insufficient or
impractical. We estimate that only 20% of the world population has access to basic telephony.
Product portfolio includes a variety of fixed wireless desktop phones, terminals and payphones. During
2002, Axesstel shipped products based on CDMAone (IS-95A/B) protocol standard.  Axesstel, expects
to begin commercial shipping of similar products based on CDMA2000 (1xRTT) during 2003.







Axesstel's hybrid
devices, such as the product that Axesstel is developing for a US-based carrier,
combine CDMA with another wireless technology.  In this multi-million
dollar, fully-funded development project, Axesstel is solely responsible for the
development and production of this hybrid product.  This product is
expected to be available for sale by the second half of 2003.  As part of
the development agreement, Axesstel has the rights to sell this hybrid product
under the Axesstel brand name to most of the the CDMA carrier community.







The CDMA2000 1xEV-DO data terminals give users true broadband speeds (up to 2.4 Mbps)
wirelessly.  This 3G technology is just now being deployed commercially and in trials; preliminary
results are extremely positive, indicating that other wireless carriers are likely to select Qualcomm's
CDMA2000 1xEV-DO as their 3G standard over the competing European-developed W-CDMA.
1xEV-DO is particularly advantageous in regions as an alternative to wired broadband (e.g., DSL and
cable) and in regions where wired broadband access is simply unavailable despite the need and
demand for such services.  Axesstel is working closely with carriers who are deploying 1xEV-DO in
order to develop the 3G terminal that best meets their commercial needs.







The final product category, strategic ODM development, shows great potential for growth and volume.
Axesstel is actively securing ODM projects, focusing on top-tier global mobile handset manufacturers that
will leverage Axesstel's depth of CDMA subscriber product design experience.  Axesstel recently
completed a manufacturing agreement with Hanchung (Korea) to provide high-volume manufacturing
capabilities for our ODM contracts.



Distribution Methods and Inventory.



Axesstel manages
and conducts its own sales directly to CDMA operators worldwide. A majority
of its annual sales were generated through its own efforts. Under an existing agreement, Axesstel also
supplemented its own WLL sales through an OEM relationship with Telular Corporation for sales and
distribution of Axesstel's IS-95 WLL products.







During 2002, Axesstel was able to improve its reach totaling more than 20 telecommunications
operators worldwide and strengthen its sales alliance network by partnering selectively with leading
infrastructure vendors. Axesstel expects to see solid results from those efforts in 2003.  Where and
when necessary, Axesstel partners with in-country logistics partners to facilitate import and manage
support services.







Due to Axesstel's product customization and low risk business model, its does not engage in financing
terms or building of inventory therefore it removes all product and inventory related obsolences
exposure from its business.  Axesstel will continue to invest in internal direct sales resources and
distribution alliance partners.



Marketing Strategy.



To the best of
our knowledge, Axesstel is the only manufacturer of WLL CDMA products in North America who owns its own
intellectual property and is a QUALCOMM CDMA licensee.  Axesstel has obtained recognition
worldwide for the quality and dependability of its WLL products, currently having product in more than
23 countries.







In developing countries, Qualcomm's CDMA standard is making significant headway in becoming the
wireless infrastructure of choice, not only for mobile applications, but also for basic voice and data
telephone services.  This is particularly true in markets that are adopting 2.5 generation and 3rd
generation wireless standards, given the high capacity and low cost of deployment of CDMA2000 over
competing standards (GSM/GPRS, TDMA, etc.)







As next-generation wireless networks are deployed, Axesstel expects to expand its Qualcomm
licensing agreement to include CDMA2000 1xRTT and CDMA2000 1xEV-DO products and to
supplement its current WLL product line with products based upon the CDMA2000
standard by the second half of
2003.







As Axesstel broadens its product portfolio it is also expanding its reach and distribution in select and
targeted markets.  Axesstel remains committed to the WLL market and to addressing the needs of
wireless carriers as they deploy CDMA2000 networks and is leveraging its partnerships and
relationships with wireless infrastructure manufactures to offer innovative or turnkey solutions.







The hybrid and enhanced fixed-wireless market is nascent in nature and developments in this area will
only address known market demand for specific products.  Therefore, Axesstel is rigorously protecting
its inventions and intellectual property in these innovative areas of development, through the filing of
patents and provisional patents applications.  In 2002, Axesstel filed more than 10 provisional patents
and will seek to complete applications based on further legal review and protection.







The hybrid and ODM activities continue to place demands on Axesstel's resources, requiring
investments in technology licensing, test equipment, patent applications, facility expansion and
recruitment.







Despite the short history of the company, Axesstel is already generating significant revenue and profit.
The management believes that the current cash flow from the operation would suffice to cover the on-going operating expenses of the company. However, the management plans to pursue additional
funding in the future in order to finance the capital expenditures associated with the new development
projects in enhanced wireless product category.





Employees.



As of December 31, 2002, Axesstel has approximately 75 employees
in the United States and Korea, approximately 60 of which are based in Korea
primarily for research and development purposes.





ITEM 2.     DESCRIPTION OF PROPERTY









The Company entered
into a  contract  for the 60-month lease (from December 1, 2002 to
November 30, 2006) of the office space located at 6305 Lusk Blvd., San Diego,
California 92121 with Stanley R. and Elise C. Smith Trust on October 15, 2001. 
The monthly payment is $9,400 and the security deposit was $9,400.



The Company's Korea
branch has entered into a contract to lease office space located at Ace Techno
Tower 5-Cha #601, #602 and #607, 197-22 Kuro-Dong, Kuro-Ku, Seoul, Korea on
November 1, 2002 with Nasco, Inc.  The lease period runs from November 1,
2002 to October 31, 2004 with a monthly payment of 9,689,400 Korean Won
(approximately $7,800) and the security deposit was 96,894,000 Korean Won
(approximately $81,000).



The Company's Entatel
subsidiary has also contracted the lease of the office space located at Ace
Techno Tower 5-Cha #706 and #707, 197-22 Kuro-Dong, Kuro-Ku, Seoul, Korea, on
Sept. 13, 2002 with Nasco, Inc. The lease period is from Sept. 25, 2002 to Sept.
24, 2004 with monthly payment of Korean Won 7,232,750 (approximately $5,800) and
the security deposit of Korean Won72,327,500 (approximately $61,000).



The Company has
entered into four lease contracts for capital equipment with Agilent Financial
Service. The amounts are as follows:



|Equipment |  | Lease Amount    |  | Lease Payment Amount
|--------- |  | --------------- |  | --------------------
|#1        |  | $    19,789.00  |  | $    22,461.00      
|#2        |  | $  301,574,40   |  | $  342,637.00       
|#3        |  | $  257,836.80   |  | $  292,944.00       
|#4        |  | $      4,440,00 |  | $      5,045.00     
|Total     |  | $  583,640.20   |  | $  663,086.00       









The Monthly
payment is $18,419.08 of which the principal payment is $15,504.19 and the
interest payment is $2,914.59.



As of December
31, 2002, the total capital lease payable is $310,293 (the current liability of
$202,462 and the long-term liability of $107,831) with interest rates ranging
from 8.41% to 8.48%.















ITEM 3.      LEGAL PROCEEDINGS









There are are no legal proceedings
pending as of December 31, 2002 to the knowledge of the Company's management.





























ITEM 4.     SUBMISSION OF MATTERS TO A VOTE FOR SECURITY HOLDERS









None.





















PART II













ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS













Through December
31, 2002, the Company's common stock traded on the over-the-counter electronic
bulletin board in the United States, having the trading symbol "AXES".   Trading volume and
high/low/closing prices for the past three years are disclosed in the
following table











Stock Trading Activity







|Quarter Ended      | High  | Low  
|------------------ | ----- | -----
|December 31, 2002  | 3.00  | 0.90 
|September 30, 2002 | 1.05  | 0.55 
|June 30, 2002      | 2.25  | 0.80 
|March 31, 2002     | 1.85  | 0.80 
|December 31, 2001  | 1.25  | 0.11 
|September 30, 2001 | 0.50  | 0.11 
|June 30, 2001      | 1.01  | 0.257
|March 31, 2001     | 1.25  | 0.313
|December 31, 2000  | 1.25  | 0.125
|September 31, 2000 | 0.125 | 0.12 
|June 31, 2000      | 0.125 | 0.12 
|March 31, 2000     | 0.125 | 0.12 







On December 31,
2002, the shareholders' list for the Company's common shares showed
approximately 250
registered shareholders and 6,077,810 shares issued and
outstanding. The transfer agent had to add 310,000 shares
authorized but not issued. Among these 310,000 shares, 300,000 shares are to be
issued for the acquisition of Entatel Corp. in Korea and 10,000 are to be issued
to attorneys in Korea for legal services rendered to the Company.















The Company has not declared any dividends on its common or preferred
shares since its incorporation and does not anticipate that it will do
so in the foreseeable future.  The present policy of the company is to
retain future earnings for use in its operations and expansion of its
business.





















ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS













The following discussion should be read in conjunction with the
financial statements and related notes included elsewhere in this
report.  This discussion  contains forward-looking  statements that
involve risks and uncertainties.  Our actual results could differ
materially from the results anticipated in these forward-looking
statements as a result of factors including, but not limited to, those
under "Factors That May Affect Future Results of Operations" below and
elsewhere in this Report.











OVERVIEW







Due to the corporate combination with
Axesstel, Inc, a California corporation, during this fiscal year, the new
Axesstel, Inc., a Nevada corporation formerly known as Miracom Industries,
Inc., exhibits vastly improved financial results.















FISCAL YEAR ENDED
DECEMBER 31, 2002 COMPARED TO FISCAL YEAR ENDED DECEMBER 31, 2001













Revenues

































The Company's $8,086,787 revenue has been derived from both its
product sales and the Non-Recurring Engineering (NRE) business, a fee based
development service. It is over 4,500% increase from 2001, mainly resulting from
the acquisition of the California corporation.



Expenses



Cost of Goods Sold



Cost of Goods sold recorded $3,498,651, yielding a gross profit
of $4,588,136 and making the gross margin approximately 57%.  The high
gross margin is attributed to the fact that the NRE business does not incur any
cost of goods sold, for it is mainly utilizing the Company's engineering
resources which are already in place and are included in the operating expenses. 
The total operating expense was $3,836,146 with a resulting operating profit of
$751,990 and an operating margin of more than 9%.  The company continues to
strengthen its Research and Development capabilities throughout the year. 
While this could lead to increased operating expenses in the future, the
Company's management believes that additional investment into research and
development is necessary at this point in order to capture a larger market share
and produce the highest quality CDMA wireless products.



The stock acquisition of Entatel Corp. in Korea is also a part of
the Company's long term plan to upgrade its Research and Development
capabilities and the management believes that strength in this area will, in
turn, generate high revenue growth and higher earnings in the coming years.



Overall, the company showed $879,357 in pre-tax earnings for
2002, compared to a loss of $181,773 for the fiscal year ended December 31,
2001.











Interest Expense











Interest expense
increased $31,925 from $3,285 during fiscal 2001 to $35,210 in fiscal 2002.











Liquidity and Capital Resources













During the fiscal
year ended December 31, 2002, the Company did not raise any money from outside
sources.  The Company operated on the cash flow generated internally. 
The Company's borrowing are primarily attributable to a capital equipment lease
needed for the Company's research and development activities and the letter of
credits for the CDMA wireless product sales.



The $2,827,468
increase in the cash flow from financing activities resulted from the
acquisition of the California corporation which had significant amounts of
paid-in capital.



The Company plans
to raise some money from outside sources in 2003 in order to successfully
implement its plans for growth and to support increasing resources.



FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS









Recent global economic weakness has had wide-ranging effects on markets that we serve, particularly
wireless communications equipment manufacturers and network operators. We cannot predict whether
a recovery will occur or what effects negative events, such as war, may have on the economy. Further,
an economic recovery, if it occurs, may not benefit us in the near term. If it does not, our ability to
increase or maintain our revenues and operating results may be impaired. To increase our revenues
and market share in future periods, we are currently dependent upon the adoption and commercial
deployment of CDMA technology.







Although network
operators have commercially deployed CDMA2000 1X, we cannot predict the timing
or success of other commercial deployments.  If existing deployments are
not commercially successful, or if new commercial deployments of the commercial
hybrid service launch or, in general, CDMA2000 1X or EvDO launches are delayed
or unsuccessful, our business and financial results may be harmed.







In many international markets, barriers to entry are created by long-standing relationships between
carrier customers, their agents and their local governments and regulators. In some cases, our
business could be adversely affected by a variety of uncontrollable and changing factors, including:







-    unexpected changes in legal or regulatory requirements;







-    our inability to penetrate new customers in significant foreign markets, such as China or
India;







-    cultural differences in the conduct of business;







-    difficulty in attracting qualified personnel and managing foreign activities;







-    recessions in economies;







-    export controls, tariffs and other trade protection measures;







-    fluctuations in currency exchange rates;







-    social, economic and political instability;







-    natural disasters, acts of terrorism and war;







-    taxation; and







-    changes in laws and policies affecting trade.





























GOVERNMENT REGULATION











There are
currently few laws or regulations that specifically regulate the communications
industry. However, laws and regulations may be adopted in the future that
address issues including user privacy, pricing, and the characteristics and
quality of products and services. Any new laws or regulations  relating to
the Internet or the manner in which existing laws are applied to the Internet
could adversely affect our business.











FORWARD-LOOKING STATEMENTS











From time-to-time, the Company or its representatives may have made or
may make forward-looking statements, orally or in writing.  Such
forward-looking statements  may be included in, but not limited to,
press releases, oral statements made with the approval of an authorized
executive officer or in various filings made by the Company with the
Securities and Exchange Commission or other regulatory agencies.  Words
or phrases "will likely result", "are expected to", "will continue", "is
anticipated", "estimate", "project or projected", or similar expressions
are intended to identify "forward-looking statements" within the meaning
of the Private  Securities Litigation Reform Act of 1995 (the "Reform
ct").  The Reform Act does not apply to initial registration statements,
including this filing by the Company.  The Company wishes to ensure that
meaningful cautionary statements accompany such statements, so as to
maximize to the fullest extent possible the protections of the safe
harbor established in the Reform Act. Accordingly, such statements are
qualified in their entirety by reference to and are accompanied by the
following discussion of certain important factors that could cause
actual results to differ materially from such forward-looking
statements.















ITEM 7.     FINANCIAL STATEMENTS













INDEPENDENT AUDITORS' REPORT















To the Board of Directors





Axesstel, Inc. and Subsidiaries





San Diego, California

















We have audited the accompanying consolidated balance sheets of Axesstel, Inc. and subsidiaries as of
December 31, 2002 and 2001, and the related consolidated statements of operations and comprehensive
income (loss), stockholders' equity (deficit), and cash flows for the years then ended.  These consolidated financial
statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.









We conducted our audits in accordance with auditing standards generally accepted in the United States of
America.  Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable
basis for our opinion.









In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Axesstel, Inc. and subsidiaries as of December 31, 2002
and 2001, and the consolidated results of their operations and their consolidated cash flows for the years
then ended in conformity with accounting principles generally accepted in the United States of America.













KENNY H. LEE CPA GROUP, INC.









February 28, 2003

---





AXESSTEL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2002 and 2001



|                                                                                                                                                                                             | Dec. 31, 2002          |  | Dec.  31, 2001          
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------- |  | ------------------------
|                                                                                                                                                                                             |                        |  |                         
|ASSETS                                                                                                                                                                                       |                        |  |                         
|Current assets                                                                                                                                                                               |                        |  |                         
|Cash
    and cash equivalents                                                                                                                                                                | $     768,665          |  | $                 
    -
|Accounts receivable, net of allowance for doubtful accounts of $0                                                                                                                            | 1,322,022              |  | 112,282                 
|Investment in government bond                                                                                                                                                                | 457                    |  | -                       
|Inventories                                                                                                                                                                                  | -                      |  | 31,990                  
|Prepayments and other current assets                                                                                                                                                         | 380,760                |  | 30,326                  
|                                                                                                                                                                                             |                        |  |                         
|Total current assets                                                                                                                                                                         | 2,471,904              |  | 174,598                 
|                                                                                                                                                                                             |                        |  |                         
|Property and equipment, net (note
    3)                                                                                                                                                     | 1,380,554              |  | 9,937                   
|                                                                                                                                                                                             |                        |  |                         
|Other assets (note 4)                                                                                                                                                                        | 1,189,043              |  | 965                     
|                                                                                                                                                                                             |                        |  |                         
|Total assets                                                                                                                                                                                 | $  5,041,501           |  | $      185,500          
|                                                                                                                                                                                             |                        |  |                         
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                                         |                        |  |                         
|Current liabilities                                                                                                                                                                          |                        |  |                         
|Accounts payable                                                                                                                                                                             | $               
    - |  | $      229,751          
|Overdraft with bank                                                                                                                                                                          | -                      |  | 10                      
|Note
    payable, convertible                                                                                                                                                                | -                      |  | 147,000                 
|Deferred tax liability (note 5)                                                                                                                                                              | 117,277                |  | -                       
|Current installments of obligations under capital leases (note 6)                                                                                                                            | 202,462                |  | -                       
|Accrued expenses and other liabilities                                                                                                                                                       | 1,694,790              |  | 188,435                 
|                                                                                                                                                                                             |                        |  |                         
|Total current liabilities                                                                                                                                                                    | 2,014,529              |  | 565,196                 
|                                                                                                                                                                                             |                        |  |                         
|Long-term liabilities                                                                                                                                                                        |                        |  |                         
|Obligations under capital leases, excluding current installments (note 6)                                                                                                                    | 107,831                |  | -                       
|Total long-term liabilities                                                                                                                                                                  | 107,831                |  | -                       
|                                                                                                                                                                                             |                        |  |                         
|Commitments and contingencies                                                                                                                                                                |                        |  |                         
|                                                                                                                                                                                             |                        |  |                         
|Stockholders' equity                                                                                                                                                                         |                        |  |                         
|                                                                                                                                                                                             |                        |  |                         
|Common stock, par value $0.001 and $0.0001;
    Authorized 50,000,000 shares;
    6,077,810 and 6,554,487 shares issued and outstanding atDecember 31,  2002 and 2001, respectively (note 7) | 6,078                  |  | 656                     
|Additional paid-in capital                                                                                                                                                                   | 3,096,012              |  | 222,171                 
|Accumulated other comprehensive loss                                                                                                                                                         | (43,055)               |  | -                       
|Accumulated deficits                                                                                                                                                                         | (139,894)              |  | (602,523)               
|                                                                                                                                                                                             |                        |  |                         
|Total stockholders' equity                                                                                                                                                                   | 2,919,141              |  | (379,696)               
|                                                                                                                                                                                             |                        |  |                         
|Total liabilities and stockholders' equity                                                                                                                                                   | $  5,041,501           |  | $    185,500            
|                                                                                                                                                                                             |                        |  |                         



The
accompanying notes are an integral part of these consolidated financial
statements.





AXESSTEL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the
Years Ended December 31, 2002 and 2001



|                                                   | Dec. 31, 2002           |  | Dec. 31, 2001         
|-------------------------------------------------- | ----------------------- |  | ----------------------
|                                                   |                         |  |                       
|Net Sales                                          | $     8,086,787         |  | $       173,500       
|                                                   |                         |  |                       
|Cost of goods sold                                 | 3,498,651               |  | 166,730               
|                                                   |                         |  |                       
|Gross Profit                                       | 4,588,136               |  | 6,770                 
|                                                   |                         |  |                       
|Selling, general and administrative expenses       | 3,836,146               |  | 185,258               
|                                                   |                         |  |                       
|Operating Income (loss)                            | 751,990                 |  | (178,488)             
|                                                   |                         |  |                       
|Other income (expense)                             |                         |  |                       
|Interest income and other income                   | 204,564                 |  | -                     
|Loss from sale of marketable
    securities        | (41,987)                |  | -                     
|Interest expense and other expense                 | (35,210)                |  | (3,285)               
|                                                   |                         |  |                       
|Total
    other income (expense)                   | 127,367                 |  | (3,285)               
|                                                   |                         |  |                       
|Income (loss) before income taxes                  | 879,357                 |  | (181,773)             
|                                                   |                         |  |                       
|Provision for income taxes                         | 243,731                 |  | 800                   
|                                                   |                         |  |                       
|Net
    income (loss)                              | 635,626                 |  | (182,573)             
|                                                   |                         |  |                       
|Other comprehensive income (loss)                  |                         |  |                       
|Foreign currency translation
    adjustment        | (43,055)                |  | -                     
|                                                   |                         |  |                       
|Comprehensive income (loss)                        | $        592,571        |  | $     (182,573)       
|                                                   |                         |  |                       
|Basic and diluted earnings (loss) per common share | $             
    0.09 |  | $          
    (0.03)
|                                                   |                         |  |                       
|Weighted average number of common shares           | 6,879,120               |  | 6,488,734             
|                                                   |                         |  |                       



The
accompanying notes are an integral part of these consolidated financial
statements.





AXESSTEL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

For the
Years Ended December 31, 2002 and 2001



|                                                        |              |                    |               | Accumulated
    Other |                          | Total
    Stockholders'
|------------------------------------------------------- | ------------ | ------------------ | ------------- | --------------------- | ------------------------ | -----------------------
|                                                        | Common Stock | Additional Paid-in | Comprehensive | Accumulated           | Equity                  
|                                                        | Shares       | Amount             | Capital       | Income (Loss)         | Deficits                 | (Deficit)              
|                                                        |              |                    |               |                       |                          |                        
|Balance at December 31, 2000                            | 6,354,487    | 636                | 182,191       | $            
    -   | $         
    (419,950) | $        (237,123)     
|Stock issued for services                               | 200,000      | 20                 | 39,980        |                       |                          | 40,000                 
|Net income (loss)                                       |              |                    |               |                       | (182,573)                | (182,573)              
|Balance at December 31, 2001                            | 6,554,487    | $      656         | $ 222,171     | $            
    -   | $         (602,523)      | $        (379,696)     
|Stock issued for services                               | 737,334      | 73                 | 61,959        |                       |                          | 62,032                 
|One-to-twenty nine reverse split                        | (7,044,733)  | (482)              | (274,332)     |                       |                          | (274,814)              
|Stock issued for debts assumed by certain shareholder   | 20,690       | 21                 | 250,606       |                       |                          | 250,627                
|Stock issued for payment of outstanding debts           | 57,425       | 57                 | 229,547       |                       |                          | 229,604                
|Stock issued for conversion of debts                    | 57,000       | 57                 | 157,318       |                       |                          | 157,375                
|Stock issued for consultant services                    | 141,789      | 142                | 204,368       |                       |                          | 204,510                
|Stock issued for conversion of Series A preferred stock | 1,331,404    | 1,331              | 1,838,669     |                       |                          | 1,840,000              
|Stock issued for conversion of Series B preferred stock | 605,184      | 605                | 299,395       |                       |                          | 300,000                
|Stock issued for acquisition and others                 | 3,617,236    | 3,617              | 106,311       |                       | (172,997)                | (63,069)               
|Cumulative translation adjustment                       |              |                    |               | (43,055)              |                          | (43,055)               
|Net Income (loss)                                       |              |                    |               |                       | 635,626                  | 635,626                
|Balance at December 31, 2002                            | 6,077,816    | $    6,078         | $   3,096,012 | $     (43,055)        | $        (139,894)       | $2,919,141             

The accompanying notes are an integral part of
these consolidated financial statements.



AXESSTEL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the
Years Ended December 31, 2002 and 2001



|                                                                                                             | 2002                       | 2001                        
|------------------------------------------------------------------------------------------------------------ | -------------------------- | ----------------------------
|Cash flow from operating activities:                                                                         |                            |                             
|Net Income (loss)                                                                                            | $         635,626          | $       (182,573)           
|                                                                                                             |                            |                             
|Adjustments to reconcile net income
    (loss) to
    net cash provided by (used in) operating   activities: |                            |                             
|Depreciation                                                                                                 | 208,368                    | 2,516                       
|Loss
    from sale of marketable securities                                                                  | 41,987                     | -                           
|(Increase) decrease in                                                                                       |                            |                             
|Accounts receivable                                                                                          | (1,209,740)                | 33,500                      
|Prepayments and other current assets                                                                         | (350,434)                  | (13,059)                    
|Inventories                                                                                                  | 31,990                     | 1,323                       
|Prepaid security deposits - other assets                                                                     | (173,061)                  | -                           
|Increase (decrease) in                                                                                       |                            |                             
|Overdraft with bank                                                                                          | (10)                       | 10                          
|Accounts payable                                                                                             | (229,751)                  | 17,637                      
|Deferred tax liability                                                                                       | 117,277                    | -                           
|Accrued expenses and other liabilities                                                                       | 1,506,355                  | 89,793                      
|Total adjustments                                                                                            | (57,019)                   | 131,720                     
|Net cash provided by (used in) operating activities                                                          | 578,607                    | (50,853)                    
|                                                                                                             |                            |                             
|Cash flow from investing activities:                                                                         |                            |                             
|Acquisition of property and
    equipment                                                                    | (1,644,161)                | -                           
|Acquisition of intangible assets
    (license) - other assets                                                | (500,000)                  | -                           
|Acquisition of intangible assets
    (goodwill) - other assets                                               | (296,889)                  | -                           
|Acquisition of intangible assets
    (development costs) - other assets                                      | (217,164)                  | -                           
|Proceeds from marketable securities                                                                          | 64,316                     | -                           
|Increase in investment in government
    bond                                                                | (457)                      | -                           
|Net cash provided by (used in) investing activities                                                          | (2,594,355)                | -                           
|                                                                                                             |                            |                             
|Cash flow from financing activities:                                                                         |                            |                             
|Issuance of stock for compensation                                                                           | 73                         | 20                          
|One-to-twenty nine reverse split                                                                             | (482)                      | -                           
|Issuance of stock for debts assumed                                                                          | 21                         | -                           
|Issuance of stock for payment of
    debts                                                                   | 57                         | -                           
|Issuance of stock for conversion of
    debts                                                                | 57                         | -                           
|Issuance of stock for services
    rendered                                                                  | 142                        | -                           
|Issuance of stock for conversion of
    preferred stock                                                      | 1,936                      | -                           
|Increase in additional paid-in
    capital                                                                   | 2,662,371                  | 39,980                      
|Proceeds from note payable,
    convertible                                                                  | -                          | 10,000                      
|Repayment of note payable,
    convertible                                                                   | (147,000)                  | -                           
|Increase in obligations under
    capital leases                                                             | 583,640                    | -                           
|Principal repayments under capital
    lease obligations                                                     | (273,347)                  | -                           
|Net cash provided by (used in) financing activities                                                          | 2,827,468                  | 50,000                      
|                                                                                                             |                            |                             
|Cumulative translation adjustment                                                                            | (43,055)                   | -                           
|                                                                                                             |                            |                             
|Net increase (decrease) in cash and cash equivalents                                                         | 768,665                    | (853)                       
|                                                                                                             |                            |                             
|Cash and cash equivalents at beginning of year                                                               | -                          | 853                         
|Cash and cash equivalents at end of year                                                                     | $        768,665           | $                     
    -
|                                                                                                             |                            |                             
|Supplemental disclosure of cash flow information:                                                            |                            |                             
|Cash paid during the year for:                                                                               |                            |                             
|Interest                                                                                                     | $                   
    - | $                     
    -
|Income tax                                                                                                   | $         
    64,100      | $                     
    -

The accompanying notes are an integral part of
these consolidated financial statements.

---

AXESSTEL, INC. AND SUBSIDIARIES





Notes to Consolidated
Financial Statements

December 31, 2002





(1) Organization and Line of Business



Axesstel, Inc. (the Company), formerly named as Miracom
  Industries, Inc., was incorporated in the state of Nevada on March 12, 1996.
  Miracom industries, Inc. was a shell corporation with no other material
  operations until the acquisition.



On July 16, 2002, Miracom Industries, Inc. entered into a "Corporate Combination Agreement"
(the "Agreement")
with Axesstel, Inc., a California Corporation, executed and accepted as effective August 22, 2002. Axesstel, Inc. was incorporated in California in July of 2000 and is in the business of producing
telecommunication carrier-grade subscriber terminals such as fixed wireless telephones, wireless
hybrid products and enhanced wireless devices.  Pursuant to the Agreement,
Miracom Industries, Inc. acquired Axesstel, Inc., a California Corporation, and
Axesstel, Inc. became a wholly owned subsidiary of Miracom Industries, Inc. At
the same time, Miracom Industries, Inc. changed its name to Axesstel, Inc. with
its main office located in California, and focused its business on
telecommunication products development and design and distribution of the
products worldwide through its direct carrier customer sales operations.



The Company established a wholly owned subsidiary named
  'Axesstel Korea, Ltd.' in Korea in July 2000 and a branch office in Korea in
  July 2002, in order to engage in research and development activities and to
  outsource manufacturers of telecommunication products and parts.



In December 2002, in order to accelerate technology
  development and productivity, the Company entered into a 'Stock Purchase
  Agreement (the "Agreement")' with Entatel, Ltd. ("Entatel"), a Korea-based
  company, mainly engaged in developing, manufacturing and selling
  telecommunication products. Pursuant to the 'Agreement', the Company acquired
  one hundred percent (100%) of the issued and outstanding capital stock of Entatel, in exchange for 300,000 shares (valued at $0.001 per share) of the
  Company's common stock. The acquisition was accounted for under the purchase
  method of accounting, pursuant to SFAS No. 141, "Business Combinations" issued
  in June 2001. As of December 31, 2002, the issuance of the Company's common
  stock was in progress, and the transaction was presented under 'Other
  Liabilities' of 'Liabilities and Stockholders' Equity.'



(2)   
  Summary of Significant Accounting Policies



Affirmative
  Statement



The accompanying consolidated financial statements have
  been adjusted to include all adjustments which in the opinion of the
  management of the Company are necessary in order to make the consolidated
  financial statements not misleading.



Principles of
  Consolidation



The consolidated financial statements include the accounts
  of Axesstel, Inc. and its wholly owned subsidiaries, Axesstel, Inc., a
  California Corporation, Axesstel Korea, Ltd., its branch office in Korea and
  Entatel, Ltd. All significant intercompany accounts and transactions are
  eliminated in consolidation.



Revenue
  Recognition



Revenues on product sales are generally recognized when
  products are shipped. The



Comprehensive
  Income



For the year ended December 31, 2002, the Company adopted
  Statement of Financial Accounting Standards ("SFAS") No. 130, "Reporting
  Comprehensive Income." This statement establishes standards for reporting
  comprehensive income and its components in a financial statement.
  Comprehensive income, as defined, includes all changes in equity (net assets)
  during a period from non-owner sources. Examples of items to be included in
  comprehensive income, which are excluded from net income, include foreign
  currency translation adjustments and unrealized gains and losses on
  available-for-sale securities.



Cash and Cash
  Equivalents



For purposes of the statements of cash flows, the Company
  considers all highly liquid investments purchased with an original maturity of
  six months or less to be cash equivalents.



Property and
  Equipment



Property and equipment are recorded at cost. Maintenance
  and repairs are expensed as paid, and expenditures that increase the useful
  life of the asset are capitalized.





For financial reporting purposes, depreciation is provided
  using the straight-line method over the following estimated useful lives of
  the respective assets.





|Machinery and equipment | 5 to 6 years
|----------------------- | ------------
|Office equipment        | 3 to 6 years
|Furniture and fixtures  | 6 to 7 years
|Leasehold improvements  | 5 to 6 years



Fair Value of
  Financial Instruments



The Company measures its financial assets and liabilities
  in accordance with the requirements of Statements of Financial Accounting
  Standards No. 107, "Disclosures About Fair Value of Financial Instruments."
  The carrying values of cash and cash equivalents, accounts receivable,
  accounts payable and accrued expenses approximate fair value due to their
  short-term maturities of these instruments.



Stock-Based
  Compensation



SFAS No. 123, "Accounting for Stock-Based Compensation,"
  establishes and encourages the use of the fair value based method of
  accounting for stock-based compensation arrangements under which compensation
  cost is determined using the fair value stock-based compensation determined as
  of the date of grant and is recognized over the periods in which the related
  services are rendered. The statement also permits companies to elect to
  continue using the current implicit value accounting method specified in
  Accounting Principles Bulletin ("APB") Opinion No. 25, "Accounting for Stock
  Issued to Employees," to account for stock-based compensation issued to
  employees. The Company has elected to use the intrinsic value based method and
  has disclosed the pro forma effect of using the fair value based method to
  account for its stock-based compensation.



Income taxes



The Company accounts for income taxes in accordance with
  Statement of Financial Accounting Standard (SFAS) No. 109, "Accounting for
  Income Taxes", which was adopted in 1999.



In accordance with SFAS No. 109, deferred income taxes are
  recognized for the tax consequences in future years of differences between the
  tax basis of assets and liabilities and their financial report amounts at each
  period end, based on enacted tax laws and statutory tax rates applicable to
  the periods in which the differences are expected to affect taxable income.
  Valuation allowances are established, when necessary, to reduce deferred tax
  assets to the amount expected to be realized. The provision for income taxes
  represents the tax payable for the period, if any, and the change during the
  period in deferred tax assets and liabilities.



Earnings per
  Share



The Company utilizes SFAS No. 128, "Earnings per Share." A
  basic earnings per share is computed by dividing earnings available to common
  shareholders by the weighted-average number of common shares outstanding.
  Diluted earnings per share is computed similar to basic earnings per share
  except that the denominator is increased to include the number of additional
  common shares that would have been outstanding if the potential common shares
  had been issued and if the additional common shares were dilutive.



Foreign Currency
  Exchange Gains and Losses



The reporting currency for the Company is the United States
  dollar. The functional currency of the Company's foreign subsidiary is the
  Korean won. Subsidiary's assets and liabilities are translated into United
  States dollars at the exchange rate in effect at the balance sheet date.
  Revenue and expenses are translated at weighted average rate of exchange
  prevailing during the period. The resulting cumulative translation adjustments
  are disclosed as a component of accumulative other comprehensive income (loss)
  in shareholders' equity. Foreign currency transaction gains and losses are
  recorded in the statements of operations and comprehensive loss as a component
  of general and administrative expense.



Estimates



In preparing financial statements in conformity with
  generally accepted accounting principles, management makes estimates and
  assumptions that affect the reported amounts of assets and liabilities and
  disclosures of contingent assets and liabilities at the date of the financial
  statements, as well as the reported amounts of revenues and expenses during
  the reporting period. Actual results could differ from those estimates.



Certain Risks
  and Concentrations



Ongoing customer credit evaluations are performed by the
  Company and collateral is not required. The Company maintains allowances for
  potential returns and credit losses. Management believes that no allowance is
  needed at December 31, 2002.



The Company's products include components subject to rapid
  technological change. Significant technological change could adversely affect
  the Company's operating results and subject the Company to product returns.
  While the Company has ongoing programs to minimize the adverse effect of such
  changes and considers technological change in estimating its allowances, such
  estimates could change in the future.



Three customers accounted for 19%, 34% and 31% of the
  Company's net revenues for the year ended December 31, 2002. At December 31,
  2002, the amount due from such customers was $750,000, which was included in
  accounts receivable.



For the year ended December 31, 2002, the Company purchased
  approximately 92% of its products from one supplier. At December 31, 2002, no
  amount was due to such supplier.



Recently Issued Accounting Pronouncements



In June 2001, the Financial Accounting Standards Board ("FASB")
  issued SFAS No. 143, "Accounting for Asset Retirement Obligations." This
  statement applies to legal obligations associated with the retirement of
  long-lived assets that result from the acquisition, construction, development,
  and/or the normal operation of long-lived assets, except for certain
  obligations of lessees. This statement is not applicable to the Company.



In July 2001, the FASB issued SFAS No. 141, "Business
  Combinations." This statement addresses financial accounting and reporting for
  business combinations and supersedes Accounting Principles Bulletin ("APB")
  Opinion No. 16, "Business Combinations," and SFAS No. 38, "Accounting for
  Pre-Acquisition Contingencies of Purchased Enterprises." All business
  combinations in the scope of this statement are to be accounted for using one
  method, the purchase method. The provisions of this statement apply to all
  business combinations initiated after June 30, 2001. Use of the
  pooling-of-interests method for those business combinations is prohibited.
  This statement also applies to all business combinations accounted for using
  the purchase method for which the date of the acquisition is July 1, 2001 or
  later.



In July 2001, the FASB issued SFAS No. 142, "Goodwill and
  other Intangible Assets." This statement addresses financial accounting and
  reporting for acquired goodwill and other intangible assets and supersedes APB
  Opinion No. 17, "Intangible Assets." It addresses how intangible assets that
  are acquired individually or with a group of other assets (but not those
  acquired in a business combination) should be accounted for in financial
  statements upon their acquisition. This statement also addresses how goodwill
  and other intangible assets should be accounted for after they have been
  initially recognized in the financial statements. It is effective for fiscal
  years beginning after December 15, 2001. Early application is permitted for
  entities with fiscal years beginning after March 15, 2001, provided that the
  first interim financial statements have not been issued previously.



In August 2001, the FASB issued SFAS No. 144, "Accounting
  for the Impairment or Disposal of Long-Lived Assets," which supersedes both
  FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets
  and for Long-Lived Assets to Be Disposed of" and the accounting and reporting
  provisions of APB Opinion No. 30, "Reporting the Results of Operations -
  Reporting the Effects of Disposal of a Segment of a Business and
  Extraordinary, Unusual and Infrequently Occurring Events and Transactions
  (Opinion 30)," for the disposal of a segment of a business (as previously
  defined in the Opinion). SFAS No. 144 retains the fundamental provisions in
  SFAS No. 121 for recognizing and measuring impairment losses on long-lived
  assets held for use and long-lived assets to be disclosed of by sale, which
  also resolving significant implementation issues associated with SFAS No. 121.
  SFAS No. 144 retains the basic provisions of Opinion 30 on how to present
  discontinued operations in the income statement but broadens that presentation
  to include a component of an entity (rather than a segment of a business).
  Unlike SFAS No. 121, an impairment assessment under SFAS No. 144 will never
  result in a write-down of goodwill. Rather, goodwill is evaluated for
  impairment under SFAS No. 142, "Goodwill and Other intangible Assets." This
  statement is not applicable to the Company.



In July 2002, the FASB issued SFAS No. 146, "Accounting for
  Costs Associated with Exit of Disposal Activities," which supersedes EITF No.
  94-3, "Liability Recognition for Certain Employment Termination Benefits and
  Other Costs to Exit an Activity." SFAS No. 146 requires companies to record
  liabilities for costs associated with exit or disposal activity. Adoption of
  this standard is effective for exit or disposal activities that are initiated
  after December 31, 2002. The Company believes the adoption of this statement
  will not have a material impact on the Company.





(3) Property and Equipment



Property and equipment at December
31, 2002 consist of the following:























|Machinery and equipment        | $   1,289,807
|------------------------------ | -------------
|Office equipment               | 325,683      
|Furniture and fixtures         | 26,693       
|Leasehold improvements         | 18,059       
|                               | 1,660,242    
|Less: accumulated depreciation | 279,688      
|Total                          | $  1,380,554 
|                               |              



Depreciation expense was $208,368 for the year ended December 31, 2002.

(4) Other Assets



Other assets consist of security deposits, licensing fee,
  development costs and goodwill.



Licensing Fee -
  Related Party Transaction



In November 2000, Axesstel, Inc. ("Axesstel"), a California
  Corporation, a wholly owned subsidiary, entered into a 'Subscriber Unit
  License Agreement (the Agreement)' with Qualcomm, Inc. and obtained a license
  of CDMA (Code Division Multiple Access) technology, Qualcomm's intellectual
  property, to manufacture and sell Subscriber Units and to purchase certain
  components and equipment from time to time under regular price orders.



The 'Agreement' called for the "Up-Front License Fee" of
  $3,000,000, payable with Axesstel's Series B Preferred Stock for $1,500,000
  and the variable five installment payments for the remaining $1,500,000
  maturing no later than three hundred sixty (360) days after the effective
  date, with no interest.



Pursuant to the 'Agreement', Axesstel issued 2,000,000
  shares of Series B Preferred Stock for the purchase price of $0.75 per share
  of Series B Preferred Stock in November 2000.



In March 2002, the terms and conditions of the
  'Agreement'
  were amended again. Pursuant to the 'Amended Agreement', $3,000,000 of the
  "Up-Front License Fee" was reduced to $500,000, and by reducing the purchase
  price of Axesstel's Series B Preferred Stock from $0.75 to $0.15 per share and
  retaining the number of Series B Preferred Stock at 2,000,000 shares, the
  remaining balance of $300,000 as of the Amendment date was acknowledged as
  fully paid.



In August 2002, 2,000,000 shares of Series B Preferred
  Stock were converted into 605,184 shares of common stock at the rate of
  0.302591758, pursuant to the 'Corporation Combination Agreement' dated July
  16, 2002.



Development
  Costs



In September 2002, the Company's branch office in Korea
  entered into product development contracts with certain developers in Korea,
  including development costs of $217,164, which was capitalized as of December
  31, 2002.



Pursuant to a 'Product Development Contract' entered into
  in October 2002 and to a 'Stock Purchase Agreement' entered into December 2002
  with Entatel, Ltd. ("Entatel") in Korea, the Company incurred $572,729 of
  ordinary research and development costs which were charged to current
  operations as selling and administrative expenses for the year ended December
  31, 2002.



Since management believes that the development costs have
  alternative future uses, those costs should be capitalized and amortized over
  the economic useful lives from the time the benefit from the related products
  is first realized. Ordinary research and development costs are charged to
  current operations as selling and administrative expenses.



For the year ended December 31, 2002, none of the
  development costs was amortized as none of the benefit from the related
  products was realized as of the balance sheet date.



Goodwill



In June 2001, the Financial Accounting Standards Board, ("FASB")
  issued SFAS No. 141, "Business Combinations" and SFAS No. 142, "Goodwill and
  Other intangible Assets." SFAS No. 141 requires all business combinations
  initiated after June 30, 2001 to be accounted for using purchase method. SFAS
  No. 142 addresses financial accounting and reporting for acquired goodwill and
  other intangible assets and supersedes APB Opinion No. 17, "Intangible
  Assets." Under SFAS 142, goodwill and intangible assets with indefinite lives
  are no longer amortized but are reviewed annually (or more frequently if
  impairment indicators arise) for impairment. The amortization provisions of
  SFAS No. 142 apply to goodwill and intangible assets acquired after June 30,
  2001. With respect to goodwill and intangible assets acquired prior to July 1,
  2001, the Company is required to adopt SFAS No. 142 effective July 1, 2002.







The Company elected to adopt SFAS No. 142 beginning with
  the first quarter of 2002. Under SFAS No. 142, purchased goodwill and
  intangible assets with indefinite lives are no longer amortized, but instead
  tested for impairment at least annually. Accordingly, the Company ceased
  amortization of all goodwill and intangible assets with indefinite lives as of
  January 1, 2002. Intangible assets with finite lives, primarily patents and
  trademarks, will continue to be amortized over their useful lives. Pursuant to
  the statement, the Company completed the transitional impairment test and did
  not incur any impairment charges.



For the year ended December 31, 2002, the Company ceased
  amortizing $21,333 of goodwill, resulting in $296,889 of goodwill recorded as
  of December 31, 2002.



(5) Income Taxes - Deferred Tax Liability



The following table presents the current and deferred
  income tax (benefit) provision for federal and state income taxes for the year
  ended December 31, 2002:









|Current tax provision:                      |           
|------------------------------------------- | ----------
|Federal                                     | $   50,000
|State                                       | $   14,100
|                                            | $   64,100
|                                            |           
|Deferred tax (benefit) provision:           |           
|Federal                                     | $ 143,550 
|State                                       | $   36,081
|                                            | $ 179,631 
|Less: deferred tax assets at Dec. 31, 2001  | 62,354    
|                                            |           
|Deferred tax liability at December 31, 2002 | $ 117,277 
|                                            |           



Current income taxes are based upon the year's income
  taxable for federal and state tax reporting purposes. Deferred income taxes
  (benefits) are provided for certain income and expenses, which are recognized
  in different periods for tax and financial reporting purposes.





Deferred income tax assets and liabilities are computed
  annually for differences between the financial statements and tax basis of
  assets and liabilities that will result in taxable or deductible amount in the
  future based on enacted tax laws and rates applicable to the period in which
  the differences are expected to affect taxable income.



In assessing the realizability of deferred tax assets,
  management considers whether it is more likely than not that some portion or
  all of the deferred tax assets will not be realized. The ultimate realization
  of deferred tax assets is dependent upon the generation of future taxable
  income during the periods in which those temporary differences become
  deductible. Management considers the scheduled reversal of deferred tax
  liabilities, the projected future taxable income and tax planning strategies
  in making this assessment. Based on projections for future taxable income over
  the periods, during which the deferred tax assets are deductible, management
  believes that it is more likely that most of the deferred tax assets will be
  realized.





As of December 31, 2002, the Company had net operating loss
  carryforwards fully expired for federal income tax purposes.



(6) Commitments and Contingencies



Leases



In July 2001, the Company became obligated under various
  capital leases for certain equipment that expire in June 2004.



At October 15, 2001, September 25, 2002 and November 1,
  2002, the Company also entered into non-cancelable operating leases expiring
  through November 2006, September 2004 and October 2004 for office spaces in
  the U.S.A. and in Korea, respectively. A certain lease contains a provision
  for fixed rent increase, not more than three (3) percent per annum, along with
  an increase in certain operating expenses.



Rent expense charged to operations for the year ended
  December 31, 2002 was $164,416.



Future minimum lease payments under the non-cancelable
  operating leases and the present value of future minimum capital lease
  payments as of December 31, 2002 are as follows:









|                                                                                     | Capital Leases | Operating Leases
|------------------------------------------------------------------------------------ | -------------- | ----------------
|Year Ending December 31,                                                             |                |                 
|2003                                                                                 | $  221,029     | $  275,280      
|2004                                                                                 | 110,514        | 242,413         
|2005                                                                                 | -              | 112,800         
|2006                                                                                 | -              | 103,400         
|                                                                                     |                |                 
|Total minimum lease payments                                                         | $  331,543     | $  733,893      
|                                                                                     |                |                 
|Less amount
    representing interest
    (at rates ranging
    from 8.41% to 8.48%) | 21,250        
|                                                                                     |                |                 
|Present value of net minimum Capital
    lease payments                              | 310,293       
|                                                                                     |                |                 
|Less current installments of capital lease
    obligations under capital leases      | 202,462       
|                                                                                     |                |                 
|Obligations under capital leases,
    excluding current                              | $  107,831    
|                                                                                     |                |                 



Litigation



Based upon advice from legal counsel, there are neither
  existing claims nor pending or threatened litigation, either asserted or
  unasserted, which would be material to the Company.





(7) Stockholders' Equity







Common Stock - Acquisitions



On August 31, 2002, in accordance with the
  'Corporate
  Combination Agreement', the Company completed the acquisition which was
  accounted for under the purchase method of accounting, pursuant to SFAS No.
  141, "Business Combinations" issued in June 2001. The acquisition qualifies as
  a tax-free exchange pursuant to Section 368(a) of the Internal Revenue Code of
  1986 and as a transaction in securities exempt from registration or
  qualification under the Securities Act of 1993.



Pursuant to the 'Agreement', Miracom industries, Inc. ("Miracom")
  acquired through a tender offer one hundred percent (100%) of the issued and
  outstanding capital stock of Axesstel, Inc. ("Axesstel"), a California
  Corporation, in exchange for the issuance of 5,553,818 shares (valued at
  $0.001 per share) of the company's common stock. Axesstel became a wholly
  owned subsidiary of Miracom, and Axesstel's shareholders received 0.302591758
  shares of common stock of Miracom for each one (1) share of Axesstel's common
  stock they owned immediately prior to closing of the transaction.



Miracom also assumed each outstanding option and warrant
  for the purchase of Axesstel's common stock. The number of shares subject to
  each outstanding option or warrant was adjusted so that each option or warrant
  to purchase one (1) share of Axesstel's common stock was an option or warrant
  to purchase 0.302591758 share of Miracom's common stock. Pursuant to the
  'Agreement', Miracom assumed 2,068,959 shares (exercise price: 1,641,706
  shares - $0.26 per share, 427,253 shares - $0.07 per share) of converted
  outstanding options and 2,333,038 shares (exercise price: $0.07 per share) of
  converted outstanding warrants. As of December 31, 2002, neither stock options
  nor warrants were exercised.



For the year ended December 31, 2002, after a one-to-twenty
  nine reverse split, the Company issued 20,690 shares of common stock for debts
  assumed by certain shareholder totaling $250,627 and 57,425 shares for payment
  of outstanding debts totaling $229,604.



For the year ended December 31, 2002, the Company also
  issued 57,000 common shares for conversion of notes totaling $157,375 and
  141,789 shares of common stock for services rendered at $204,510.



In August 2002, 4,400,000 shares of Series A Preferred
  Stock were converted into 1,331,404 shares of common stock at the rate of
  0.302591758, pursuant to the 'Corporation Combination Agreement' dated July
  16, 2002.



In September 2002, 100,000 shares and 200,000 shares of
  stock warrants, respectively, were granted for consultant services rendered.



In October 2002, the Company entered into a contract for legal services
  with a legal consultant in Korea, in consideration for 10,000 shares of the
  Company's common stock. As of December 31, 2002, the issuance of the common
  stock was in progress, and the transaction was presented under 'Other
  Liabilities' of 'Liabilities and Stockholders' Equity.'



As of December 31, 2002, 6,077,810 shares of common stock
  were issued and outstanding.



Stock Options



In September 2002, the Company established a stock option
  plan, under which shares of common stock are reserved for issuance to
  employees and consultants. Under the Plan, the Company may grant up to 911,671
  (15 % of total outstanding shares; exercise price - $0.60 per share) incentive
  stock options or non-statutory options.



The Company has adopted only the disclosure provisions of
  SFAS No. 123. It applies Accounting Principles Bulletin ("APB") Option No. 25,
  "Accounting for Stock Issued to Employees," and related interpretations in
  accounting for its plans and does not recognize compensation expense for its
  stock-based compensation plans other than for restricted stock and options
  issued to outside third parties. If the Company had elected to recognize
  compensation expense based upon the fair value of the share price (determined
  by the approximate market price at the time of grant) at the grant date for
  awards under this plan consistent with the methodology prescribed by SFAS No.
  123, the Company's net income and earnings per share would be reduced to the
  pro forma amounts indicated below for the year ended December 31, 2002:



|Net income (loss)                      |                         
|-------------------------------------- | ------------------------
|As reported                            | $      
      635,626   
|Pro forma                              | $ (2,099,387)           
|Basic earnings (loss) per common share |                         
|As reported                            | $            
      0.09
|Pro forma                              | $         
      (0.31) 





The following summarizes all of the Company's stock option transactions:



|                           | Stock Option Outstanding |  | Weighted Average Exercise Price |  | Stock Options Outstanding Outside of Plan |  | Weighted Average Exercise Price
|-------------------------- | ------------------------ |  | ------------------------------- |  | ----------------------------------------- |  | -------------------------------
|                           |                          |  |                                 |  |                                           |  |                                
|Outstanding, Aug. 31, 2002 | 2,068,959                |  | $  0.22                         |  | -                                         |  | $     
      -                 
|Granted                    | -                        |  | -                               |  | -                                         |  | $     
      -                 
|Exercised                  | -                        |  | -                               |  | -                                         |  | $     
      -                 
|Cancelled                  | -                        |  | -                               |  | -                                         |  | $      -                       
|                           |                          |  |                                 |  |                                           |  |                                
|Outstanding, Dec. 31, 2002 | 2,068,959                |  | $  0.22                         |  | -                                         |  | $     
      -                 
|Exercisable, Dec. 31, 2002 | 2,068,959                |  | $  0.22                         |  | -                                         |  | $     
      -                 
|                           |                          |  |                                 |  |                                           |  |                                

Information relating to these options is as follows:



|Exercise Price |  | Stock Options Outstanding |  | Stock Options Exercisable |  | Weighted Average Remaining Contractual Life |  | Weighted Average Exercise Price of Options Outstanding |  | Weighted Average Exercise Price of Options Exercisable
|-------------- |  | ------------------------- |  | ------------------------- |  | ------------------------------------------- |  | ------------------------------------------------------ |  | ------------------------------------------------------
|$  0.26        |  | 1,641,706                 |  | 1,641,706                 |  | 9.7 years                                   |  | $  0.26                                                |  | $  0.26                                               
|$  0.07        |  | 427,253                   |  | 427,253                   |  | 9.7 years                                   |  | $  0.07                                                |  | $  0.07                                               
|               |  | 2,068,959                 |  | 2,068,959                 |  |                                             |  |                                                        |  |                                                       
|               |  |                           |  |                           |  |                                             |  |                                                        |  |                                                       





For purposes of computing the pro forma disclosures
  required by SFAS No. 123, the fair value of each option granted to employees
  and directors is estimated using the Black Scholes option-pricing model with
  the following weighted-average assumptions for the year ended December 31,
  2002: dividend yields of 0%, expected volatility of 0%, risk-free interest
  rate of 1.36%, and expected lives of ten (10) years.



The Black-Scholes option valuation model was developed for
  use in estimating the fair value of traded options which have no vesting
  restrictions and are fully transferable. In addition, option valuation models
  require the input of highly subjective assumptions including the expected
  stock price volatility. Because the Company's employee stock options have
  characteristics significantly different from those of traded options, and
  because changes in the subjective input assumptions can materially affect the
  fair value estimate, in management's opinion, the existing models do not
  necessarily provide a reliable single measure of the fair value of its
  employee stock options.





(8) Segment Information



The Company operates and tracks its results in one
  operating segment. The Company manages revenues by geographic region, but does
  not manage operations by region.



Net revenue by geographic region based on customer
  locations for the year ended December 31, 2002 was as follows:





|                        | Dec. 31, 2002      |  | Dec. 31, 2001
|----------------------- | ------------------ |  | -------------
|                        |                    |  |              
|Net Revenues            |                    |  |              
|United
      States     | $ 
      5,340,770 |  | $  173,500   
|Pacific Rim             | 1,540,103          |  | -            
|Europe                  | -                  |  | -            
|Latin
      America     | 1,204,994          |  | -            
|Other                   | 920                |  | -            
|                        | $ 
      8,086,787 |  | $  173,500   
|                        |                    |  |              
|Elimination Adjustments | -                  |  | -            
|                        |                    |  |              
|Total                   | $  8,086,787       |  | $  173,500   
|                        |                    |  |              



(9) Subsequent Event





In January 2003, pursuant to a
  'Stock Option Plan'
  established in September 2002, the Company granted 911,671 shares of stock
  option pool to its employees at the exercise price of $0.60 per share.



The stock option pool's full vesting schedule will be three
  (3) years, with vesting 1/12 of the assigned amount to each employee every
  three (3) months from the awarded date without pro-rata adjustment.















ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS













None.







PART III





ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH

SECTION  16(a) OF THE EXCHANGE ACT





















The table below lists, as of
December 31, 2001, the names of the
Directors and Executive Officers of the Company.  The Directors have
served in their respective capacities since their election and/or
appointment and will serve until the next Annual Shareholders' Meeting
or until a successor is duly elected, unless the office is vacated in
accordance with the Articles/By-Laws of the Company.  The Executive
Officers serve at the pleasure of the Board of Directors.  All Directors
and Executive Officers are residents and citizens of the United States.







Directors and Executive Officers







|Name           | Title                                    | Age | Date Elected or Appointed
|-------------- | ---------------------------------------- | --- | -------------------------
|Mike Kwon      | Chairman of the
    Board                | 38  | July 2000                
|Satoru Yukie   | Chief Executive
    Officer and Director | 47  | May 2002                 
|Jason Kim      | EVP and Director                         | 38  | July 2000                
|Craig Hagopian | Chief Marketing
    Officer              | 38  | May 2002                 
|John Chough    | Chief Financial
    Officer and Director | 36  | June 2001                
|Bobby Cha      | Chief Operating
    Officer and Director | 32  | April 2001               







Mike Kwon, Age
38, 
Chairman of the Board



An experiences and
seasoned wireless veteran, Mr. Mike Kwon founded Axesstel in 2000 with one goal:
to enable the average citizen- wherever they may be - to access next generation
services, such as the Internet, via their wireless devices.  Mr. Kwon
became chairman of Axesstel on the date of inception. Prior to that time, he was
Executive Vice President for NeoPoint in charge of the sales & marketing
activities.



Satoru Yukie, 47, Chief Executive Officer









As CEO and president of Axesstel Inc., Mr. Satoru Yukie oversees all aspects of the company including
the development, manufacturing and marketing of products. Before joining Axesstel, Inc., Mr. Yukie held
several executive positions with Sony Japan, Sony Electronics Inc. and Sony Corporation of America
from 1980 through 2001.   Over the past 20 years, he was in charge of various diverse business units in the
consumer electronics and telecommunications industries, including strategic business planning,
international business development, marketing, product management and sales management. Continually
surpassing company's expectations, he was responsible for successfully introducing the first CDMA
phones to numerous countries worldwide. From 2001 to 2002, Mr. Yukie was CEO of Accetio, Inc., where he
was responsible for spearheading company's broadband wireless terminal and gateway solution strategy.
He is a seasoned executive, having negotiated and completed more than 20 definitive agreements with
major global corporations, network operators and advanced technology development companies over the
span of his impressive career.  Mr. Yukie earned a bachelor's degree in engineering with a specialization in
control engineering from Sophia University in Tokyo and completed MBA in the United States
and accepted his CEO position at Axesstel, Inc. in May of 2002









Jason Kim, 38, Chief Strategy Officer and Executive Vice President









Mr. Jason Kim is responsible for overall coordination of Axesstel's internal functions as well as logistical
planning of product cycle development. His role is to plan the Axesstel operation so that it can run
smoothly from sales in the US to production in Korea. His oversight of process evaluation during product
sampling and manufacturing ensures that Axesstel's product to market cycle is reached as uniformly and
economically as possible. Prior to joining Axesstel in 2000, Mr. Kim worked for SK Telecom 
of Korea from 1995 to 1999 and HanHwa Information Systems of Korea where he was
employed from 1989 to
1995. Mr. Kim received his Bachelor of Arts in electronic engineering from Kon-kook University in Korea.





Craig Hagopian,
38, Chief Marketing Officer







Mr. Craig Hagopian
brings a broad range of  high tech sales and marketing experience to the Axesstel
management team. 
During his tenure at SkyTel as Senior Director and Vice President from 1994 to
2001, he developed the market entry and
channel partnership strategies for the first US nationwide and PCS network.
During his tenure at SkyTel, he also opened new
channels of distribution and pioneered innovative revenue sharing business models and deep alliances
with such notable industry leaders as Sony, OfficeDepot, eBay.com, Timex, and Motorola. Prior to
SkyTel, Mr. Hagopian enjoyed a successful tenure with EPSON America from 1987 to
1994 in a variety of product
marketing, market planning and operational management positions where he successfully championed a
$150 million dollar new product category. Most recently he was the VP of Sales and Marketing and Chief
Alliance Strategist for AIR2LAN a leading regional broadband wireless Internet provider where he was
responsible for top line revenue growth, customer acquisition strategy and business alignment from a pure
fixed wireless deployment to a market mobility service offering. Mr. Hagopian holds a Bachelor of
Science in Business Administration with dual concentrations in financial
management and entrepreneurship from the University of Southern California.









John Chough, 36, Chief Financial Officer









Mr. John Chough is responsible for all the financial activities and overall corporate strategy development
of Axesstel Inc. Mr. Chough brings to Axesstel years of experience from Bain &
Company, where he worked from 1996 to 2000 specializing
in telecom and financial sector consultancy. He also served as Chief Operating Officer of ISOFT
Corporation, a Korea based mobile Internet solutions and applications company in
2000, and worked for Hyundai
Securities Co.'s international division, leading the equity sales for the North America region. Mr. Chough
earned his Bachelor of Arts with distinction in economics and mathematics from Cornell University and
his Masters of Business Administration with concentrations in finance and international business from
Columbia University.









Bobby Cha, 32, Chief Operating Officer







Mr. Bobby Cha joined Axesstel in January of 2001 and serves as the company's COO and Secretary to the
Corporation. Mr. Cha's primary responsibilities are the day-to-day management of business operations
and supports the execution and implementation of customer fulfillment and delivery. He brings to
Axesstel eight years of corporate banking experience from Bank of America (Los Angeles, Hong Kong)
and Citigroup (San Francisco) where he managed performing and non-performing real estate assets and
last served as Operations Manager for Citigroup's Corporate Business Services. Mr. Cha received his
undergraduate degree from USC in economics and an MBA in international finance in UCLA.















Involvement in Certain Legal Proceedings













None of the
Officers or Directors are involved in any lawsuits.









Family Relationships













There are no family relationships between any of the officers and/or
directors.













ITEM 10.     EXECUTIVE COMPENSATION



|Name and Principal Position | Year                               | Annual Compensation       | Long-term Compensation | All Other Compensation
|--------------------------- | ---------------------------------- | ------------------------- | ---------------------- | ----------------------
|Salary                      | Bonus                              | Other Annual Compensation | Awards                 | Payouts               
|Restricted Stock Award(s)   | Securities Underlying Options/SARs | LTIP Payouts             
|                            |                                    |                           |                        |                       
|Mike Kwon                   | 2000                               | 110,000                   | 0                      | 0                     
|2001                        | 120,000                            | 0                         | 0                      |                       
|2002                        | 165,000                            | 0                         | 0                      |                       
|                            |                                    |                           |                        |                       
|Satoru Yukie                | 2000                               | 0                         | 0                      | 0                     
|2001                        | 0                                  | 0                         | 0                      |                       
|2002                        | 150,000                            | 0                         | 0                      |                       
|                            |                                    |                           |                        |                       
|Jason Kim                   | 2000                               | 75,000                    | 0                      | 0                     
|2001                        | 90,000                             | 0                         | 0                      |                       
|2002                        | 125,000                            | 0                         | 0                      |                       
|                            |                                    |                           |                        |                       
|Craig Hagopian              | 2000                               | 0                         | 0                      | 0                     
|2001                        | 0                                  | 0                         | 0                      |                       
|2002                        | 125,000                            | 25,000                    | 0                      |                       
|                            |                                    |                           |                        |                       
|John Chough                 | 2000                               | 0                         | 0                      | 0                     
|2001                        | 75,000                             | 0                         | 0                      |                       
|2002                        | 90,000                             | 0                         | 0                      |                       
|                            |                                    |                           |                        |                       
|Bobby Cha                   | 2000                               | 0                         | 0                      | 0                     
|2001                        | 55,000                             | 0                         | 0                      |                       
|2002                        | 75,000                             | 0                         | 0                      |                       















Note:  Salaries are annualized numbers based on the payment on December
31st of each year. The actual paid amount is less since the company came into
existence in July 2000 and the salaries are usually adjusted in the middle of
the year.



(1) 104,000 of these options not yet vested

(2) 84,000 of these options not yet vested

(3) 66,500 of these options not yet vested

(4) 30,000 of these
options not yet vested

(5) 39,100 of these
options not yet vested

(6) 39,100 of these
options not yet vested







ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT













The Registrant is a publicly owned corporation, the shares of which are
owned by United States residents.  The Registrant is not controlled
directly or indirectly by another corporation or any foreign government.











The table below lists, as of
December 31, 2002, all persons/companies
the Registrant is aware of as being the beneficial owner of more than
five percent (5%) of the common stock of the Registrant.



5% Shareholders







|Title of Class | Name of Beneficial Owner | Amount & Nature of
    Beneficial
    Ownership | Percent of Class
|-------------- | ------------------------ | ----------------------------------------------- | ----------------
|Common         | Mike
    Kwon            | 2,541,771                                       | 41.8%           
|Common         | TBK/Bong
    Keun Kim    | 1,028,811                                       | 16.9%           
|Common         | Addcom                   | 605,183                                         | 10.0%           
|Common         | Qualcomm                 | 605,183                                         | 10.0%           
|Total          |                          | 4,780,948                                       | 78.7%           

















Note: Based on 6,077,810 shares outstanding as of December 31, 2002.



















The table below lists all Directors and Executive  Officers who
beneficially own the Registrant's voting securities and the amount of the Registrant's
voting securities owned by the Directors and Executive Officers as a
group, as of December 31, 2002.









Shareholdings of Directors and Executive Officers









|Title of Class | Name of Beneficial Owner | Amount & Nature of
    Beneficial
    Ownership | Percent of Class
|-------------- | ------------------------ | ----------------------------------------------- | ----------------
|Common         | Mike
    Kwon            | 2,541,771                                       | 41.8%           
|Common         | Jason
    Kim            | 102,881                                         | 1.7%            
|Total          |                          | 2,644,652                                       | 43.5            

























ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS













There have been no transactions since
the Date of Inception,
or proposed transactions, which have materially affected or will
materially affect the Company in which any Director, Executive Officer,
or beneficial holder of more than 10% of the outstanding common stock,
or any of their respective relatives, spouses, associates or affiliates
has had or will have any direct or material indirect interest.













ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K













(a)  The following documents are filed as part of this report:

























(c)  The index of exhibits



99.1 - Certification Pursuant to Section 13a-14 of the Securities Exchange Act
of 1934















SIGNATURES











Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.



Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the Company
and in the capacities and on the dates indicated.















Axesstel, Inc.









a Nevada corporation











Date:



By: /s/ Mike Kwon

Mike Kwon, Chairman of the Board



By: /s/ Satoru
Yukie

Satoru Yukie,
Chief Executive Officer



By: /s/ John
Chough

John, Chough,
Chief Financial Officer

---



















Exhibit 99.1



|Pursuant to the
    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as
    amended, Satoru Yukie, provides the following certification.
         I, Satoru Yukie, Chief Executive Officer of Axesstel, Inc. ("Company"), certify that:
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                                                                                                                                                                                                                                        
|2.                                                                                                                                                                                                                                                        
|3.                                                                                                                                                                                                                                                        
|4.                                                                                                                                                                                                                                                        
|5.                                                                                                                                                                                                                                                        

|a.     | All significant
    deficiencies in the design or operation of internal controls which could
    adversely affect the Company's ability to record, process, summarize and
    report financial data and have identified for the Company's auditors any
    material weaknesses in internal controls, and                                                     
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|b.     | Any fraud, whether or
    not material, that involves management or other employees who have a
    significant role in the Company's internal controls; and                                                                                                                                                                                                  
|      
|**6.** | I
    have indicated in this quarterly report whether or not there were
    significant changes in internal controls or in other factors that could
    significantly affect internal controls subsequent to the date of my most
    recent evaluation, including any corrective actions with regard to
    significant deficiencies and material weaknesses.
|       |                                                                                                                                                                                                                                                                                                                                                              

|Date: April 2, 2003 | /s/ Satoru Yukie                      
|------------------- | --------------------------------------
|                    | Satoru Yukie,  Chief Executive Officer
|                    |                                       

| | 
| | 



---













Exhibit 99.1



|Pursuant to the
    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as
    amended, Mike Kwon provides the following certification.
         I, Mike Kwon,  Chairman of
    the Board of Axesstel, Inc. ("Company"), certify that:
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                                                                                                                                                                                                                                    
|2.                                                                                                                                                                                                                                                    
|3.                                                                                                                                                                                                                                                    
|4.                                                                                                                                                                                                                                                    
|5.                                                                                                                                                                                                                                                    

|a.     | All significant
    deficiencies in the design or operation of internal controls which could
    adversely affect the Company's ability to record, process, summarize and
    report financial data and have identified for the Company's auditors any
    material weaknesses in internal controls, and                                                     
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|b.     | Any fraud, whether or
    not material, that involves management or other employees who have a
    significant role in the Company's internal controls; and                                                                                                                                                                                                  
|      
|**6.** | I
    have indicated in this quarterly report whether or not there were
    significant changes in internal controls or in other factors that could
    significantly affect internal controls subsequent to the date of my most
    recent evaluation, including any corrective actions with regard to
    significant deficiencies and material weaknesses.
|       |                                                                                                                                                                                                                                                                                                                                                              

|Date: April 2,
    2003 | /s/ Mike Kwon       
|----------------------- | --------------------
|                        | Mike Kwon,  Chairman

| | 
| | 

---









Exhibit 99.1



|Pursuant to the
    requirements of Rule 13a-14 of the Securities Exchange Act of 1934, as
    amended, John Chough provides the following certification.
         I, John Chough, Chief Financial Officer of Axesstel, Inc. ("Company"), certify that:
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                                                                                                                                                                                                                                     
|2.                                                                                                                                                                                                                                                     
|3.                                                                                                                                                                                                                                                     
|4.                                                                                                                                                                                                                                                     
|5.                                                                                                                                                                                                                                                     

|a.     | All significant
    deficiencies in the design or operation of internal controls which could
    adversely affect the Company's ability to record, process, summarize and
    report financial data and have identified for the Company's auditors any
    material weaknesses in internal controls, and                                                     
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      
|b.     | Any fraud, whether or
    not material, that involves management or other employees who have a
    significant role in the Company's internal controls; and                                                                                                                                                                                                  
|      
|**6.** | I
    have indicated in this quarterly report whether or not there were
    significant changes in internal controls or in other factors that could
    significantly affect internal controls subsequent to the date of my most
    recent evaluation, including any corrective actions with regard to
    significant deficiencies and material weaknesses.
|       |                                                                                                                                                                                                                                                                                                                                                              

|Date: April 2, 2003 | /s/ John Chough                      
|------------------- | -------------------------------------
|                    | John Chough,  Chief Financial Officer
|                    |                                      

| | 
| |