SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) - June 6, 2004
------------
TELECOM COMMUNICATIONS, INC.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Indiana 333-62236 35-2089848
-----------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
74 Shanan Road Panyu, Guangzhou, GD 511490, China
-------------------------------------------------
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code - (8620) 8487 9179
----------------
N/A
--------------------------------------------------------------------------------
(Former Name or Former Address, if changed since last report)
ITEM 5. OTHER EVENTS
------------
On June 6, 2004, Telecom Communications, Inc. (the "Company") entered
into a subscription agreement (the "Subscription Agreement") with certain
subscribers identified on the signature page thereto (the "Subscribers"), under
which the Company has agreed to issue and sell to the Subscibers in a private
placement certain promissory notes each having a maturity date as set forth
therein, in the total aggregate principal amount of $1,000,000, bearing interest
at a rate of 6% per annum (the "Notes").
The Notes are convertible into the Company's common stock, $.001 par
value, at a price of $.20 per share. The conversion price of the Notes and the
amount of shares issuable upon conversion of the Notes will be subject to
anti-dilution adjustments under certain circumstances. The Subscribers can
require that the Company redeem the Notes in the event that Company is either
prohibited from or unable to timely issue the Shares.
Neither the Notes sold to the Subscribers, nor the shares of common
stock to be issued upon conversion of the Notes have been registered under the
Securities Act of 1933. Accordingly, the Notes and the shares of common stock to
be issued upon conversion of the Note may not be offered or sold in the United
States, except pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Securities Act of 1933, as
amended.
Pursuant to the Subscription Agreement, the Company is obligated to
file a registration statement with the Securities and Exchange Commission to
register the shares of the Company's common stock to be issued upon conversion
of the Notes (i) once upon written request from the holders of more than 50% of
the shares and (ii) upon written request of the holders upon notification of the
Company's intention to register any of its securities. In the event that the
Company misses either (i) the filing deadline (30 days after the Initial Closing
Date) or (ii) the effectiveness deadlines of 90 days after the filing date or
120 days after the filing date in the case of a review of the registration
statement by the Securities and Exchange Commission, it will be subject to the
penalties set forth therein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
(c) Exhibits
10.1 Subscription Agreement, dated June 6, 2004 by and between
Telecom Communictions, Inc. and the Subscribers.
10.2 Convertible Promissory Note, dated June 6, 2004, issued by
Telecom Communications, Inc. to Taikang Capital Managements Corporation, in the
principal amount of $500,000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TELECOM COMMUNICATIONS, INC.
----------------------------
(Registrant)
Dated: June 24, 2004 By: /s/ Fred Chiyuan Deng
-------------------------------
President and CEO (Principal
Executive Officer)
INDEX TO EXHIBITS
-----------------
10.1 Subscription Agreement, dated June 6, 2004 by and between Telecom
Communications, Inc. and the Subscribers.
10.2 Convertible Promissory Note, dated June 6, 2004, issued by Telecom
Communications, Inc. to Taikang Capital Managements Corporation, in the
principal amount of $500,000.