U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 for the quarterly period ended March 31, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from _______ to _______
COMMISSION FILE NUMBER 333-62236
TELECOM COMMUNICATIONS, INC.
----------------------------
(Exact name of small business issuer as specified in its charter)
Indiana 35-2089848
------- ----------
(State or other jurisdiction of (IRS Employer identification No.)
incorporation or organization)
827 S. Broadway, Los Angeles, CA 90014
--------------------------------------
(Address of principal executive offices)
(310)515-6728
--------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section13
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 [ ]
Number of shares of common stock outstanding as of May 20, 2003: 10,050,000
ITEM 1. FINANCIAL STATEMENTS
Balance Sheets
March 31, 2003 (Unaudited) and September 30, 2002 _____________________ 3
Statement of Operations (Unaudited)
For the Three Months Ended March 31, 2003 and 2002 ____________________ 4
Statement of Cash Flows (Unaudited)
For the Three Months Ended March 31, 2003 and 2002 ___________________ 5
Notes to Consolidated Financial Statements ______________________ 6-10
Item 2. Management's Discussion and Analysis
and Plan of Operation _____________________ 10-12
PART II. Other Information
Item 1. Legal Proceedings ____________________________________________ 13
Item 2. Changes in Securities and Use of Proceeds ____________________ 13
Item 3. Defaults Upon Senior Securities ____________________ 13
Item 4. Submission of Matters to a Vote of Security Holders __________ 13
Item 5. Other Information _______________________________ 13
Item 6. Exhibits and Reports on Form 8-K ___________________________ 13
Signatures ________________________________ 14-15
TELECOM COMMUNICATIONS, INC.
BALANCE SHEETS ENDING MARCH 31, 2003
(Unaudited)
ASSETS
CURRENT ASSETS
Cash in banks (Note 4) $12,048
Inventory (Note 5) 4,000
TOTAL CURRENT ASSETS $16,048
Property & Equipment
EQUIPMENT (Note 7) $7,450
Less: Accumulated Depreciation (7,450)
Net Property & Equipment -0-
Other Assets -0-
Total Other Assets -0-
TOTAL ASSETS $16,048
LIABILITIES AND CAPITAL
CURRENT LIABILITIES
Income taxes payable (Note 14) $891
Total Current Liabilities $891
Long Term Liabilities -0-
Officer's Loan $1,000
Total Long Term Liabilities $1,000
TOTAL CURRENT LIABILITIES $1,891
Capital
Capital Stock
Common stock ($.001 par value,
80,000,000 shares authorized:
10,050,000 issued and outstanding) $10,000
Preferred stock ($.001 par value,
20,000,000 shares authorized:
none issued and outstanding) -0-
50,000 shares issued @$.50 $25,000
Capital Reduction (86,779)
Retained earnings $65,936
TOTAL Capital $14,157
TOTAL LIABILITIES AND
Capital $16,048
=========
The accompanying notes are an integral part of these financial statements
-3-
TELECOM COMMUNICATIONS, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE AND SIX MONTHS
ENDED MARCH 31, 2003 AND 2002
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
March 31, 03 March 31, 02 March 31, 03 March 31, 02
INCOME (NOTE 2):
--------------------
Phone calls $ 47,626 $ 38,801 $ 89,805 $69,924
Lotto tickets (net) 27 1,624 629 3,430
Bus tokens 68,826 97,258 148,376 195,451
Bus passes 393 1,573 1,188 3,657
Checks cashed(net) 1,261 2,569 2,825 4,064
Money grams (net) 506 1,135 1,363 3,386
---------------- ----- ------ ----- ------
TOTAL INCOME $118,839 $ 142,960 $ 244,186 $ 279,912
----- ------ ----- ------
COST OF GOODS SOLD
----------------------
Phone call costs $39,054 $18,247 $65,753 $33,428
Bus token costs $62,632 $88,540 $135,585 $177,985
Bus pass costs $445 $1,501 $1,199 $3,499
TOTAL COST OF SALES $102,131 $108,288 $202,537 $214,912
----- ------ ----- ------
GROSS PROFIT $ 16,708 $ 34,672 $ 41,649 $65,000
----- ------ ----- ------
OPERATING EXPENSES:
General and
administrative $21,105 $36,162 $ 41,047 $ 50,976
OTHER INCOME
(EXPENSES) -0- -0- -0- -0-
PRE-TAX INCOME (4,397) (1,490) 602 14,024
INCOME TAX (PROVISION) (800) (4,747) (891) (8,517)
NET INCOME $(5,197) $(6,237) $(289) $5,507
---------------- ----- ------ ----- ------
Net income per common
share basic &
fully diluted** $0.00 $0.00 $0.00 $0.00
Weighted average
common shares
outstanding 10,050,000 10,050,000 10,050,000 10,050,000
**Less than $.01
The accompanying notes are an integral part of these financial statements
-4-
TELECOM COMMUNICATIONS, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED MARCH 31, 2003 AND 2002
2003 2002
CASH FLOWS FROM OPERATING ACTIVITIES:
-----------------------------------------
Net Income (Loss) $ ( 289) $ 5,507
Adjustments to reconcile net income
to net cash used in operating activities:
Depreciation -0- -0-
Common shares issued for services -0- -0-
Increase in Other Current Assets -0- -0-
Increase in Other Assets -0- -0-
Increase in Accounts Receivable -0- -0-
Increase in Accounts Payable (5,195) (12,509)
------- --------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES (5,484) (7,002)
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
--------------------------------------------------
Shareholder distributions. . . . . . . . . . . . -0- -0-
--------- ------
NET CASH USED IN FINANCING
ACTIVITIES . . . . . . . . . . . . . . . . . -0- -0-
--------- ------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS (5,484) (7,002)
--------- ------
CASH AND CASH EQUIVALENTS:
--------------------------------------------------
Beginning of period. . . . . . . . . . . . . $17,532 $25,920
--------- -------
End of period. . . . . . . . . . . . . . . . $12,048 $18,918
--------- --------
The accompanying notes are an integral part of these financial statements
-5-
TELECOM COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2003 (UNAUDITED)
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have Been
prepared in accordance with generally accepted accounting principles for Interim
financial information and pursuant to the rules and regulations of The
Securities and Exchange Commission. Accordingly, they do not include all of The
information and footnotes required by generally accepted accounting Principles
for complete financial statements.
In the opinion of management, the unaudited condensed consolidated Financial
statements contain all adjustments consisting only of normal recurring Accruals
considered necessary to present fairly the Company's financial position at
March 31, 2003, the results of operations for the three and six month periods
Ended March 31, 2003 and 2002, and cash flows for the six months ended March 31,
2003 and 2002. The results for the period ended March 31, 2003, are not
necessarily indicative of the results to be expected for the entire fiscal year
ending September 30, 2003.
NOTE 1. ABOUT THE COMPANY
Telecom Communications, Inc. was founded as a sole proprietorship in 1995 by
Michelle Hiromoto with the assistants and management of her father Tak Hiromoto.
The purpose of the company was to provide low cost access to Long distance
carriers for individuals needing to call Latin and South America. The company
operates on the Internet as opposed to using conventional long distance carriers
to facilitate lower costs that are passed on to the customers. Many of the extra
fees that are found in conventional long distance systems are Avoided this way.
In addition the company also provides various services such as Check cashing,
money wiring, the sale of bus tokens and passes, and tickets From California
Lottery known as Lotto.
NOTE 2. REVENUE RECOGNITION
SAB 101 identifies basic criteria that must be met for revenue recognition.
There must be the following items:
A. Persuasive evidence of an arrangement exists;
B. Delivery has occurred or service has been rendered.
C. The seller's price to the buyer is fixed or determinable;
D. Collectability is reasonably assured.
-6-
Except for check cashing, all transactions are done on a cash basis with Fixed
prices made clear to the buyer prior to the transaction. All products are Paid
for immediately upon receipt or completion of phone calls. All monies Received
are not refundable. EITF 99-19 requires that sales recognized on a gross basis
be for an item or service where the merchant takes total risk for the product or
service as opposed to an agent relationship wherein earnings are simply a
commission received as a representative who bears no risk. Phone calls, Bus
Passes, and Tokens, are reported at gross while Lotto Tickets, Money Grams and
Check Cashing are reported at net. Checks cashed are limited to local
individuals known by the owners as local employees with two types of I.D.
required. On one occasion $5,000 worth of checks did bounce which were Later
determined to be counterfeit.
This incident was isolated and has not been repeated because of the controls
being used. For this reason bad checks are minimal. All cashed checks are
deposited the same evening and clear the next day so there are no material
receivables. There is a fee of 1.7% of the amount cashed.
NOTE 3. ACCOUNTING METHOD
The company uses the accrual method of accounting.
NOTE 4. BANKING POLICY
Funds are kept in two banks so no more than $100,000 is in any one account.
NOTE 5. INVENTORY VALUATION
The average inventories on any given day are as follows:
Bus Passes $ 500
Bus Tokens 2,000
Lotto Scratcher 1,500
---------
Total $ 4,000
========
NOTE 6. RECEIVABLES
There are no receivables as all business is done for cash. See Note 2.
NOTE 7. ASSETS
All capitalized assets are fully depreciated while new ones are currently being
leased.
-7-
NOTE 8. LIABILITIES
There are no loans outstanding and no material payables other than income
Taxes accrued. See Note 14.
NOTE 9. LOANS AND LEASES
Although no loans are outstanding, the Company does have a computer Lease
requiring a monthly payment of $911.00. This lease is good thru July 1, 2003.
Although there is a purchase option at the end of the lease for $3,600 this is
not small enough to be considered a bargain purchase option which would require
lease capitalization Statement No. 13 which requires capitalization and
depreciation of certain leases. No capitalization of the lease will be done. The
Company is also leasing its occupancy thru December 31, 2003. Both obligations
are broken down as follows:
Computer Lease
Balance on 07/01/2001 thru 09/30/2001 $ 2,733
Balance on 10/01/2001 thru 09/30/2002 10,932
Balance on 10/01/2002 thru 07/01/2003 8,199
-----------
Total $ 21,864
Occupancy Lease
Balance on 07/01/2001 thru 09/30/2001 $ 5,400
Balance on 10/01/2001 thru 09/30/2002 22,300
Balance on 10/01/2002 thru 09/30/2003 23,500
Balance on 10/01/2003 thru 12/31/2003 6,000
-----------
Total $ 57,200
NOTE 10. RELATED PARTY TRANSACTIONS
There have been no related party transactions.
NOTE 11. LITIGATION
Mas Financial Corp. and Aaron Tsai filed a lawsuit against the Company in
August, 2002 in the Vanderburgh County alleging breach of contract. The Company
and its counsel believe that the suit is without merit and immaterial. The suit
is being strongly contested and counterclaim was filed on October 15, 2002
against Aaron Tsai alleging fraud and breach of contract.
NOTE 12. PRE-PAID ITEMS AND DEPOSITS
There are no large deposits on any assets or prepaid insurance.
NOTE 13. PAYROLL
Prior to incorporation there were no payrolls as ownership took draws as
Any sole proprietorship does. After incorporation the officers will be paid as
professional, independent contractors. Therefore, there are no payroll tax
issues to be concerned about at this time.
-8-
NOTE 14. INCOME TAX PROVISION
Provision for income taxes is based on corporate rates for both state And
federal taxes. Corporate rates are used for the statements prior To
incorporation for consistency. The rates are calculated as follows:
Federal rates:
The first $50,000 @ 15% percent.
The next $25,000 @ 25% percent.
The balance @ 35% percent.
State rates:
California rate of 9.3%.
NOTE 15. INCORPORATION
On December 21, 2000, the Company was acquired by MAS Acquisition XXI
Corp. Following APB No. 16, this type of acquisition is commonly called a
"reverse merger" wherein the smaller private operating company, Telecom
Communications of America, merges into a non-operating shell corporation, MAS
Acquisition XXI Corp., which had no assets, resulting in the owner's/manager's,
Tak Hiromoto continuing to have effective operating control of the new combined
company, Telecom Communications, Inc. The shareholders of the former shell only
Continue as passive investors. The accounting was accomplished by adjusting the
balance sheet into a corporate style as opposed to a sole proprietorship with
simple recognition of the assets and liabilities as they were in the former
financial statements of the sole proprietorship. The equity section is adjusted
by taking all owner's capital and reclassifying it as Additional Paid in
Capital. The Common Stock issued is recognized at its par value of .001 as per
the offering. Ten million shares were issued totaling $10,000 but no cash was
received.
The offsetting entry is to reduce Additional Paid in Capital by the $10,000.
The financial statements presented here represent the activities of the smaller
operating company.
As mentioned, ten million shares have been issued at a par value of 001. A total
of 100 million shares are authorized with 80 million as common shares and 20
million as preferred. The preferred stock will not be convertible so once issued
no dilution of Earnings per Share will be needed. The company intends to raise
additional capital through the issuance of stock to enable it to expand.
Management estimates that $50,000 is needed to move forward the first year. Of
the ten million shares issued, nine million were issued to Tak Hiromoto.
He then transferred one million shares to Herman Alexis & Co., Inc. for
assisting the company. The remaining one million shares are broken down with
977,500 owned by MAS Capital, Inc. and the remaining 22,400 owned by a large
number of small investors.
NOTE 16. INTRODUCTION to MERGER
The joining of the companies was accomplished by an introduction to
MAS Acquisition XXI Corp. by Herman Alexis & Co., Inc. to the Hiromotos.
Neither party knew each other before this introduction
NOTE 17. EARNINGS PER SHARE
The company calculates net income or Earnings per Share as required by SFAS
No. 128. Earnings per share are calculated by dividing net income by the average
number of outstanding shares. No shares are convertible so dilution is not an
issue.
The following represents the calculation of earnings per share:
BASIC & DILUTED*
For the three months ended For the six months ended
March 31, March 31,
2003 2002 2003 2002
Net income $ (5,197) $ (6,237) $ (289) $ 5,507
Less- preferred
stock dividends -- -- -- --
----------- ------------ ----------- ----------
Net income $ (5,197) $ (6,237) $ (289) $ 5,507
Weighted average
number of
common shares 10,050,000 10,050,000 10,050,000 10,050,000
Basic & diluted
earnings
per share $ ** $ ** $ ** $ **
*There were no common stock equivalents for either period presented.
** Less than $.01
-9-
NOTE 18. DEFERRED TAXES
According to SFAS 109, the objectives of accounting for income taxes are to
recognize (a) the amount of taxes payable or refundable for a current year and
(b) deferred tax liabilities and assets for the future tax consequences of
events that have been recognized in an enterprise's financial statements or tax
returns. A deferred tax liability or asset is recognized for the estimated
future tax effects attributable to temporary differences and carry forwards.
Measurements of current and deferred tax liabilities and assets are based on
provisions of the enacted tax law. The effects of future changes in tax laws or
rates are not anticipated. If a tax deferral occurs, the measurement of deferred
tax assets is reduced, if necessary, by the amount of any tax benefits that,
based on available evidence, are not expected to be realized. At this time,
there are no such deferrals. See Note 14 for calculations of current tax year
liabilities based on existing rates.
NOTE 19. SEGMENT REPORTING
Mas Financial Corp. and Aaron Tsai filed a lawsuit against the Company in
August, 2002 in the Vanderburgh County alleging breach of contract. The Company
and its counsel believe that the suit is without merit and immaterial. The suit
is being strongly contested and counterclaim was filed on October 15, 2002
against Aaron Tsai alleging fraud and breach of contract.
Currently the company reports only one segment on the financial statements, as
there is only one central location of business and not multiple locations or
departments. SFAS 131 defines an operating segment, in part, as a component of
an enterprise whose operating results are regularly reviewed by the chief
operating decision maker to make decisions about resources to be allocated to
the segment and assess its performance. The chief operating decision maker is
not necessarily a single person, but is a function that may be performed by
several persons.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
With the exception of historical facts stated herein, the matters discussed in
this report are "forward looking" statements that involve risks and
uncertainties that could cause actual results to differ materially from
projected results. Such "forward looking" statements include, but are not
necessarily limited to, statements regarding anticipated levels of future
revenues and earnings from operations of the Company. Readers of this report are
cautioned not to put undue reliance on "forward looking" statements, which are
by their nature, uncertain as reliable indicators of future performance. The
Company disclaims any intent or obligation to publicly update these "forward
looking" statements, whether as a result of new information, future events, or
otherwise.
DESCRIPTION OF BUSINESS
Business Development
Telecom Communications, Inc. was incorporated on January 6, 1997 in the State of
Indiana under the corporate name MAS Acquisition XXI Corp. Prior to December 21,
2000, we were a blank check company seeking a business combination with
unidentified business. On December 21, 2000, we acquired Telecom Communications
of America which was a sole proprietorship doing business in Los Angeles,
California since August 15, 1995 and changed our name to Telecom Communications
Inc. In connection with this acquisition, Aaron Tsai, our former sole Officer
and director was replaced by Telecom Communications of America's owners and
associates. We issued 9,000,000 shares of our common stock or 90% of our total
outstanding common shares after giving effect to the acquisition. MAS Capital
Inc. returned 7,272,400 shares of common stock for cancellation without Any
consideration.
Our principal executive offices are located at 827 S. Broadway, Los Angeles, CA
90014. Our telephone number is (310)515-6728.
Overview
The international long distance market has undergone considerable change in the
last 10 years. It has matured to the point that three carriers share over 85% of
the net revenue. The long distance business is poised for growth into the 21st
century, and there are many underlying factors that will accelerate that growth.
At the forefront of this significant growth will be Telecom Communications, Inc.
(TCOM). The TCOM global network is a high-bandwidth, fiber-optic backbone with
international capabilities that provides built-in redundancy and connections to
major cities around the globe. In addition to the backbone, TCOM also manages
interconnections with other networks to provide end-to-end service to customers.
The accelerated growth and the economic development telecom markets will once
again flourish in independent niches, coupled with the economic slowdown of
other industries, international telecommunication will compel US companies to
prospect undeveloped alternatives. TCOM has and will continue to create this
opportunity for many organizations and people alike. To date, Company management
and partners have been responsible for developing a complex hybrid proprietary
system that will create distinct advantages for the company.
TCOM has an "intelligent network" that utilizes existing telecommunications
infrastructure and next generation Internet Protocol Technology. The company is
now building a high quality, privately managed telephony network with strong
management and the strongest of partner relationships. We offer domestic and
international service with a focus on international long distance. Our key
domestic markets are Los Angeles, and our key international markets are Mexico,
and the Asian Pacific countries. Los Angeles serves as a launch pad for our
international network. TCOM is partnered with DigiLink to provide co-location
and network connectivity.
-10-
The TCOM system is phone-to-phone not PC-to-phone. Users are able to place a
call or send a fax over our privately managed, worldwide network from a standard
telephone or fax machine. The TCOM system also offers roaming services. By using
a single account number customers can place a phone-to-phone call over our
network from anywhere in the world using specific toll free access numbers. In
order to maximize the use of the TCOM network the company also offers carrier
transmission services. This can be a great source of recurring revenues for the
company. Customers can access TCOM's interactive portal www.telecomcomm.com 24
hours a day from anywhere in the world. The company is also well positioned to
capitalize on the convergence of all voice, data, and Internet and E-Commerce
applications.
Our network provides us with several key strategic partnerships in such
Important countries as Mexico, Negeria, China the United Kingdom, Hong Kong,
Indonesia and Taiwan. TCOM's new global private line and frame relay services
enable customers to connect major locations with branch offices or remote
facilities around the world. The TCOM business model is focused on 3 distinct
areas: B to B, B to C and the Wholesale Service Markets, and fully scalable in
all areas.
B-to-B is the international business customer. Most all-international businesses
use a significant amount of international long distance service at very high
rates. These are typically large accounts that are a good source of recurring
revenues. A typical corporate account in this area would be Chinese
import/export companies, garment companies etc.
The B to C area is referring to the Prepaid Calling Card or PIN Distribution
market. The company's focus here is on the master distributors that have an
existing customer base and purchase in bulk, not the actual individuals using
the cards. This is a very large market. Places like little Korea and Chinatown
in Los Angeles and San Francisco place many calls from their neighborhoods in
the United States to their homeland. There is also a large demand for calls
between Mexico and our two key domestic markets, Los Angeles and Dallas. Also in
this category are Universities and colleges.
The third area of focus for TCOM is the Wholesale Service Market. Because of the
sophistication and quality of our network we are able to provide carrier
services to small and medium size telephone companies. The deregulation of the
telecommunication industry has allowed several smaller telephone companies to
enter the market. Most have a focus, however, on marketing and not on their
networks. TCOM has focused on the quality, power, and scalability of its network
first, thus allowing us to be a provider of service to other telephone
companies. This is a major advantage for TCOM and a tremendous source of
recurring revenues for us. Sample customers in this area: NTT - Japan; Dosi -
Korea; Telba - Brazil; EDC - London, Tradenet - Indonesia and Singapore; USItel
- USA.
-11-
RESULTS OF OPERATIONS
Net Income
The Company had a net loss of $5,197 for the three months ended March 31, 2003,
versus a net loss of $6,237 for the same period ended March 31, 2002, an
decrease of $1,040. The change in net loss for the period was primarily
attributable to a decrease in gross profit $17,964 due to less revenues during
the quarter.
The Company had net loss of $289 for the six months ended March 31, 2003,
versus net income of $5,507 for the same period ended March 31, 2002, a decrease
of $5,796. The change in net loss for the period was primarily attributable to a
decrease in gross profit $23,351 due to less revenues during the period.
Sales
Revenues were $101,131 for the three months ended March 31, 2003, Versus
$108,288 for the three months ended March 31, 2002, a decrease of $6,157 Or 7%.
Revenues were $202,537 for the six months ended March 31, 2003, versus $214,912
for the six months ended March 31, 2002, a decrease of $12,375 or 6%.
The decrease in sales for both periods was primarily due to competitive Prices
within the telecommunications industry. Gross margins remained relatively
constant for both periods.
Expenses
Total expenses were $21,105 for the three months ended March 31, 2003, Versus
$36,162 for the three months ending March 31, 2002, a decrease of $15,057 or
42%. Total expenses for the six months ended March 31, 2003, were $41,047,
Versus $50,976 for the six months ended March 31, 2002, a decrease of $9,929 or
20%. The Company realized a decrease in its total expenses during fiscal year
2003.
Liquidity and Capital Resources
On March 31, 2003, the Company had cash of $17,532. This compares
with cash 25,920 at March 31, 2002. Net cash used in operating activities was $
5,484 for the six months ended March 31,2003 as compared with net cash provided
by operating activities of $ 7,002 for the six months ended March 31, 2002. Cash
provided by financing activities totaled $-0- for the six months. Ended March
31, 2003 as compared with net cash used in financing activities of $-0- for the
six months ended March 31, 2002. There are no line of credit and capital
expenditures at this time.
-12-
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Mas Financial Corp. and Aaron Tsai filed a lawsuit against the Company in
August, 2002 in the Vanderburgh County alleging breach of contract. The Company
and its counsel believe that the suit is without merit and immaterial. The suit
is being strongly contested and counterclaim was filed on October 15, 2002
against Aaron Tsai alleging fraud and breach of contract.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Market for the Registrant's Common Stock and Related Security
Holder Matters
Market Information
Public trading market currently exists for our common stock. On December
21, 2002 the Company's stock became eligible to be listed on the Over-the
Counter Bulletin Board under the symbol "TCOM". We cannot predict whether a more
Active market will develop in the future. In the absence of an active trading
market: investor may have difficulty buying and selling or obtaining market
quotations, visibility for our common stock may be limited and; a lack of
visibility of our stock may have a depressive effect on the market price for our
common stock
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
99.1 Certification by Chief Executive Officer
99.2 Certification by Principle Accounting Officer
Articles of Incorporation as amended and bylaws are incorporated by Reference to
Exhibit No. 3 of Form SB-2 as amended filed November 28, 2001.
b) Reports on Form 8-K
None.
-13-
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant Caused
this report to be signed on its behalf by the undersigned, duly authorized
TELECOM COMMUNICATIONS, INC.
SIGNATURE TITLE DATE
- ------------------ ---------- --------
/s/ Tak Hiromoto CEO, President and Director May 20, 2003
- -------------------
Tak Hiromoto
/s/ Elizabeth Hiromoto Secretary, Treasurer and Director May 20, 2003
- -----------------------
Elizabeth Hiromoto
ROBERT G. ERCEK, CPA
1756 West Ave. J-12 #107
Lancaster, CA 93534 (661) 726-9448
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
I here by consent to the use of this Registration statement on Form 10QSB of my
report dated May 12, 2003 relating to the comparative financial statements of
Telecom Communications Inc. as of March 31, 2003 and 2002 respectively.
Dated May 12, 2003 Robert G. Ercek
Lancaster, California /s/: Robert G. Ercek
-------------------------
Certified Public Accountant
-14-
CERTIFICATIONS
I, Tak Hiromoto, the Chief Executive Officer of Telecom Communications, Inc.
certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Telecom
Communications, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant'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 registrant's internal controls; and
6. The registrant's other certifying officers and 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 our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: May 20, 2003
/s/ Tak Hiromoto
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Tak Hiromoto, Chief Executive Officer
and Principle Accounting Officer
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