10-Q/A 1 v136415_10qa.htm 10-Q/A 2009-01-07

Content on this page requires a newer version of Adobe Flash Player.

Get Adobe Flash player

home   corporate fact sheet   FAQ sec filings   contact us   search
 
Return to the SEC filings menu
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 10-QSB/A
AMENDMENT NO. 1

 
x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2007
 
¨
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

Commission file number 333-62236
 

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

 
Delaware
 
35-2089848
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)
 
9/F., Beijing Business World
56 Dongxinglong Avenue
CW District
Beijing, China 100062
(Address of principal executive offices)
 
(86) 10 6702 6968
(Issuer's telephone number)
 
TELECOM COMMUNICATIONS, INC.
(Former name, former address and former fiscal year, if changed since last report)
 

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No  x
 
APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 163,364,316 shares of common stock, $.001 par value per share, outstanding as of January 6, 2009.

Transitional Small Business Disclosure Format (Check One): Yes o  No x
 

 
TABLE OF CONTENTS

     
Page
       
PART I
FINANCIAL INFORMATION
       
ITEM 1.
FINANCIAL STATEMENTS
   
       
 
Condensed Consolidated Balance Sheet as of June 30, 2007
 
2
       
 
Condensed Consolidated Statements of Income and Comprehensive Income for the Nine and Three Months Ended June 30, 2007 and 2006
 
3
       
 
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2007 and 2006
 
4
       
 
Notes to Condensed Consolidated Financial Statements
 
5
       
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
21
       
ITEM 3(A)(T).
CONTROLS AND PROCEDURES
 
36
       
PART II
OTHER INFORMATION
       
ITEM 1.
LEGAL PROCEEDINGS
 
37
       
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
37
       
ITEM 3
DEFAULTS UPON SENIOR SECURITIES
 
37
       
ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
37
       
ITEM 5.
OTHER INFORMATION
 
37
       
ITEM 6.
EXHIBITS
 
37
       
SIGNATURES
 
38
 
Explanatory Note:
 
This Quarterly Report on Form 10-QSB/A is being filed as Amendment No. 1 to our Quarterly Report on Form 10-QSB which was originally filed with the Securities and Exchange Commission (“SEC”) on August 21, 2007. We are filing this form 10-QSB/A to restate our financial statements for the fiscal quarter ended June 30, 2007 to reflect a change in the accounting treatment of the estimated useful life of our website, www.subaye.com.
 
In addition, we are including currently dated Sarbanes Oxley Act Section 302 and Section 906 certifications of the Chief Executive Officer and Chief Financial Officer that are attached to this Form 10-QSB/A as Exhibits 31.1, 31.2, 32.1 and 32.2.
 
For the convenience of the reader, this Form 10-QSB/A sets forth the entire Form 10-QSB, which was prepared and relates to the Company as of June 30, 2007. However, this Form 10-QSB/A only amends and restates the items described above to reflect the effects of the restatement and no attempt has been made to modify or update other disclosures presented in our June 30, 2007 Form 10-QSB. Accordingly, except for the foregoing amended information, this Form 10-QSB/A continues to speak as of August 21, 2007 (the original filing date of the June 30, 2007 Form 10-QSB), and does not reflect events occurring after the filing of our June 30, 2007 Form 10-QSB and does not modify or update those disclosures affected by subsequent events. Forward looking statements made in the June 30, 2007 Form 10-QSB have not been revised to reflect events, results or developments that have become known to us after the date of the original filing (other than the current restatements described above), and such forward looking statements should be read in their historical context. Unless otherwise stated, the information in this Form 10-QSB/A not affected by such current restatements is unchanged and reflects the disclosures made at the time of the original filing.
 
1

 
PART I - FINANCIAL INFORMATION
 
MYSTARU.COM, INC. AND SUBSIDIARIES
(Formerly known as Telecom Communications, Inc.)
CONDENSED CONSOLIDATED BALANCE SHEET
June 30, 2007
 
   
Unaudited
(Restated)
 
ASSETS
     
Current assets:
     
Cash
  $ 1,171,917  
Accounts receivable - related company
    525,641  
- others, less allowance for bad debts of $3,319,188
    6,278,855  
Due from related companies
    197,658  
Prepaid expenses
    3,328,588  
Other current assets
    386,187  
         
Total Current Assets
    11,888,846  
         
Property, plant and equipment, net
    11,353,185  
Intangible assets
    1,672,106  
Total Assets
  $ 24,917,137  
         
LIABILITIES AND STOCKHOLDERS’ EQUITY
       
Current liabilities:
       
Accounts payable
  $ 1,138,258  
Accrued expenses
    35,788  
Other current liabilities
    1,124,966  
         
Total Current Liabilities
    2,299,012  
         
Total Liabilities
    2,299,012  
         
Minority interest in consolidated subsidiary
    3,367,784  
         
Commitments and contingencies (refer to note 10 )
    -  
         
Stockholders' equity :
       
Preferred stock ($0.001 Par Value: 50,000,000 shares authorized;
       
no shares issued and outstanding)
    -  
Common stock ($0.001 Par Value: 300,000,000 shares authorized;
        
123,088,000 shares issued and outstanding)
    123,088  
Additional paid in capital
    20,392,249  
Deferred stock-based compensation
    (1,443,000 )
Accumulated other comprehensive income
    8,285  
Retained earnings
    166,719  
Total Stockholders’ Equity
    19,247,341  
Total Liabilities and Stockholders’ Equity
  $ 24,917,137  
 
The accompanying notes are an integral part of the condensed consolidated financial statements.
 
2

 
MYSTARU.COM, INC. AND SUBSIDIARIES
(Formerly known as Telecom Communications, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
 
   
Nine Months Ended
   
Three Months Ended
 
   
June 30
   
June 30
 
   
2007
   
2006
   
2007
   
2006
 
   
(Restated)
   
(Restated)
   
(Restated)
   
(Restated)
 
Revenue
 
 
                   
Net Revenue - affiliate
  $ 1,080,000     $ 1,080,000     $ 360,000     $ 360,000  
- others
    15,711,961       9,799,607       7,034,480       2,419,690  
Total Revenue
    16,791,961       10,879,607       7,394,480       2,779,690  
Cost of sales
                               
Depreciation
    3,952,841       1,381,624       1,682,638       446,593  
Other cost of sales
    7,381,690       1,523,270       3,192,792       474,620  
      11,334,531       2,904,894       4,875,430       921,213  
Gross Profit
    5,457,430       7,974,713       2,519,050       1,858,477  
Operating Expenses:
                               
Allowance for bad debts
    3,267,636       (170,190 )     237,587       (1,147,264 )
Depreciation
    79,750       75,482       26,807       39,109  
Salaries
    575,735       392,811       239,950       5,871  
Stock-based compensation expenses
    2,062,363       2,676,005       355,209       1,101,030  
Other selling and administrative expenses
    1,674,254       438,775       684,976       179,266  
Total operating expenses
    7,659,738       3,412,883       1,544,529       178,012  
(Loss) income from operations
    (2,202,308 )     4,561,830       974,521       1,680,465  
Other income and (expenses)
                               
Interest income
    3,763       2,541       829       153  
Other income (expenses)
    24,080       -       226       -  
Total other income (expenses)
    27,843       2,541       1,055       153  
(Loss) income from operations before income tax
    (2,174,465 )     4,564,371       975,576       1,680,618  
Income tax
    (1,440 )             (281 )     0  
(Loss) income from continuing operations before minority interest
    (2,175,905 )     4,564,371       975,295       1,680,618  
Minority interest in (income) loss of subsidiary
    (196,637 )     -       122,380       -  
(Loss) income from continuing operations
    (2,372,542 )     4,564,371       1,097,675       1,680,618  
                                 
(Loss) income from discontinued operations
                               
Gain on disposal of subsidiary
    -       295,533       -       295,533  
(Loss) from discontinued operations
    -       (239,776       -       -  
Net income from discontinued operations
    -       55,757       -       295,533  
Net (loss) income
    (2,372,542 )     4,620,128       1,097,675       1,976,151  
Other comprehensive income
                               
Foreign currency translation difference
    8,038       3       2,503       (3 )
Comprehensive (loss) income
  $ (2,364,504 )   $ 4,620,131     $ 1,100,178     $ 1,976,151  
(Loss) Earnings per Common Share:
                               
Discontinued operations
                               
Basic
  $ -     $ 0.0007     $ -     $ 0.0006  
Fully Diluted
  $ -     $ 0.0006     $ -     $ 0.0005  
Continued operations
                               
Basic
  $ (0.02 )   $ 0.056     $ 0.01     $ 0.0006  
Fully Diluted
  $ (0.02 )   $ 0.052     $ 0.01     $ 0.0005  
Weighted Average Common Share:
                               
Outstanding- Basic
    119,271,700       82,040,000       123,088,000       88,353,000  
Outstanding- Fully Diluted
    119,271,700       88,921,000       123,088,000       88,353,000  
 
The accompanying notes are an integral part of the condensed consolidated financial statements.
 
3

 
MYSTARU.COM, INC. AND SUBSIDIARIES
(Formerly known as Telecom Communications, Inc.)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JUNE 30, 2007 AND 2006

   
2007
   
2006
 
   
Restated
(Unaudited)
   
Restated
(Unaudited)
 
Cash Flows From Operating Activities
 
  
   
 
 
Net (Loss) Income
  $ (2,372,542 )     4,620,128  
Adjustments to Reconcile Net (Loss) Income to Net Cash Used In Operating Activities:
               
Minority Interest
    196,637       -  
Depreciation
    4,032,591       1,457,106  
Bad Debt Expense
    3,267,636       (170,190 )
Amortization of Stock Based Compensation
    2,062,363       2,676,005  
Changes in Operating Assets and Liabilities:
               
Accounts Receivable
    (5,459,370 )     (5,343,001 )
Other Assets
    (330,816 )     -  
Prepaid Expenses
    (781,633 )     (812,043 )
Accounts Payable and Accrued Expenses
    (1,200,566     (611,283 )
Net Cash (Used in) Provided By Operating Activities
    (585,700 )     1,816,722  
                 
Cash Flows From Investing Activities:
               
    Cash Received From Acquisition
    -       82,253  
    Sales Proceeds From Disposal of Subsidiary
    -       9,454  
Purchase of Property and Equipment
    (8,153     (3,273,085 )
Net Cash Used In Investing Activities
    (8,153     (3,181,378 )
                 
Cash Flows From Financing Activities
               
Repayments to Related Party
    (57,854 )     -  
Repayments on Lease Agreement
    -       (10,199 )
Proceeds From Loan
    -       226,410  
Proceeds From Issuance of Common Stock
    695,000       -  
Net Cash Flows Provided by Financing Activities:
    637,146       216,211  
                 
Effect of Exchange Rate Changes on Cash
    (82,918 )     3  
                 
Net Decrease in Cash
    (39,625     (1,148,442 )
                 
Cash - Beginning of Period
    1,211,542       2,000,847  
                 
Cash - End of Period
  $ 1,171,917     $ 852,405  
                 
Supplemental Disclosure of Cash Flow Information:
               
Taxes Paid
  $ -     $ -  
Interest Paid
  $ -     $ -  
Non Cash Investing and Financing Activities:
               
Common Stock Issued in Lieu of Cash Payment of Accounts Payable
  $ 705,000     $ -  
Issuance of Stock for Services, Deferred Compensation
  $ 415,500     $ 2,210,000  
Acquisition of Websites Through Issuance of Common Stock
  $ 2,619,000     $ -  

The accompanying notes are an integral part of the condensed consolidated financial statements.
 
4

 
MYSTARU.COM, INC. AND SUBSIDIARIES
(Formerly known as Telecom Communications, Inc.)
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007
 
1. Business Description, Basis of Presentation and Organization

The financial statements presented are those of MyStarU.com, Inc.

References to “we,” “us,” “our company,” “MyStar,” “the Company” and “MYST” refer to MyStarU.com, Inc.

On July 10, 2007, the Company changed its name from Telecom Communications, Inc. to MyStarU.com, Inc. The Company's common stock continues to be quoted on the NASD over-the-counter bulletin board. The symbol for the common stock is “MYST.OB”.

These condensed interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

The interim results of operations are not necessarily indicative of the results to be expected for the fiscal year ending September 30, 2007. The Company’s financial statements contained herein are unaudited and, in the opinion of management, contain all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of financial position, results of operations and cash flows for the periods presented. The Company’s accounting policies and certain other disclosures are set forth in the notes to the consolidated financial statements contained in the Company’s Annual Report on Form 10-KSB for the year ended September 30, 2006. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto. The preparation of financial statements in conformity with US GAAP requires management to make 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 and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
Description of Business
 
MyStarU.com, Inc. is a fully integrated information and entertainment service provider to the business and consumer internet markets in the People’s Republic of China (the “PRC”). We sell a majority of our products through channel resellers, who are companies located in the British Virgin Islands (“BVI”), who then distribute our products to the service provider market (“SP”) in the PRC. The service provider channel resellers then in turn supply our content, through various telecommunication providers, to the end users in the PRC. The products that are sold to the SP market in the PRC are a combination of an integrated communications network solutions and entertainment and lifestyle content, which is our primary business segment (“integrated communications network solutions”). Our products also serve the voice, video, data, web and mobile communication markets. Our second business segment is from our revenue derived from our imports and exports trading in PRC through our wholly-owned subsidiary Guangzhou Panyu Metals and Minerals Import & Export Co., Ltd. Our third segment is from our revenue derived from the royalty income from the movie copyrights through our wholly owned subsidiary IC Star MMS Limited. Our fourth business segment is from our revenue derived from the membership income from the websites and internet services though our 64.6% owned subsidiary Subaye.com, Inc. (formerly known as HRDQ Group Inc.) and wholly-owned subsidiary Guangzhou Tcom Computer Technology Ltd.

Organization

MYSTARU.COM, INC.

Telecom Communications, Inc. was incorporated on January 6, 1997 in the State of Indiana. The Company reincorporated from Indiana to Delaware, effected by a merger into a Delaware Corporation with the same name on February 28, 2005. The surviving Delaware company succeeds to all the rights, properties and assets and assumes all of the liabilities of the original Indiana company.

On July 10, 2007, the Company changed its name to MyStarU.com, Inc. The Company's common stock continues to be quoted on the NASD over-the-counter bulletin board. The symbol for the common stock is “MYST.OB”.
 
5

 
MYSTARU.COM, INC. AND SUBSIDIARIES
(Formerly known as Telecom Communications, Inc.)
 
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007

ARRAN SERVICES LIMITED

Arran Services Limited is an investment and holding company. As of September 30, 2003, TCOM consummated a Stock Purchase Agreement with Arran Services Limited (“Arran”) and Arran has a 100% investment interest in IC Star MMS Limited (“IC Star”). During the quarter ended June 30, 2007, Arran was responsible for the operation of the Subaye.com website for Subaye.com Inc. and Arran appointed Tcom Computer to operate the website of Subaye.com for Subaye.com Inc. and provide website support to corporate members of Subaye.com in China. Arran paid a management fee to Guangzhou TCOM every month and Arran received from Subaye.com, Inc. 40% of the membership income. Intercompany transactions have been eliminated in consolidation.
 
IC STAR MMS LIMITED

IC Star MMS Limited (“IC Star”), formerly known as Sino Super Limited, was established in December 1991. IC Star, a wholly owned subsidiary of the Company, holds the copyright of movies and receives income derived from such copyright. IC Star began to establish a film distribution network with the purchase of the copyrights to certain films in March 2006. IC Star will distribute the films, through multiple distribution channels into the PRC film market, including through the internet, mobile phone, TV, VCD/DVD and the theatrical screening in theaters across the PRC.

ALPHA CENTURY HOLDINGS LIMITED

On December 15, 2003, the Company formed Alpha Century Holdings Limited ("Alpha"), a wholly-owned subsidiary of the Company, in the British Virgin Islands. Alpha commenced its business on July 1, 2004 and its principal activity is to provide total solution software with entertainment and lifestyle information. Primarily, all of the internet content business segment activity, for the nine months ended June 30, 2007 and 2006, was conducted by Alpha.

Beginning April 2007, Alpha initiated the termination of its services to its customers due to discontinued operations.

3G DYNASTY INC.

On February 21, 2005, the Company formed 3G Dynasty Inc. (“3G Dynasty”), a wholly-owned subsidiary of the Company, in the British Virgin Islands. 3G Dynasty commenced its business on April 1, 2005 and ceased its principal activity which was providing entertainment content for 3G mobile and internet use during the nine months ended June 30, 2007.

SUBAYE.COM, INC. (Formerly known as HRDQ Group, Inc.)

In April 2006, Alpha provided substantially all the working capital to Subaye.com, Inc. (formerly known as HRDQ Group, Inc. (“Subaye”)), a Delaware corporation, through an intercompany loan in the amount of $500,000. In reviewing and applying FIN 46R, Subaye was considered a variable interest entity (“VIE”) of Alpha and therefore became the subsidiary of Alpha and an indirect subsidiary of MyStar in April, 2006. MyStar and Alpha are the primary beneficiaries of this VIE.

On June 28, 2006, MyStar subscribed and obtained a direct 53.92% equity interest in Subaye by purchasing the common shares of Subaye through its subsidiary Alpha. Subaye became the subsidiary of MyStar, and Subaye holds 100% of the shares of its subsidiary, Guangzhou Panyu Metals & Minerals Import and Export Co. Limited, through which it purchased a website called Subaye.com (refer to note 10 for the website acquisition). Subaye is a Chinese Internet corporate video provider through www.Subaye.com. Subaye offers a unique Chinese language corporate video sharing platform for both users and customers. On October 1, 2006, Subaye.com transferred 100% of the shares of Panyu M&M to MyStarU.

On February 28, 2007, HRDQ Group, Inc. changed its name from HRDQ Group, Inc. to Subaye.com, Inc. through the affirmative vote of a majority of the stockholders. The amendment of the Certificate of Incorporation was signed on February 28, 2007 and duly adopted, pursuant to the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.
 
6

 
MYSTARU.COM, INC. AND SUBSIDIARIES
(Formerly known as Telecom Communications, Inc.)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2007

On May 16, 2007, Subaye.com, Inc. issued 1,150,000 shares at a price of $2.00 per share to MyStar, for a total consideration of $2,300,000, which was paid by note payable of $1,000,000, accrued interest of $80,000 and cash of $1,220,000. As a result of these transactions, MyStar holds a direct 64.6% equity interest in Subaye.

GUANGZHOU PANYU METALS & MINERALS IMPORT & EXPORT CO., LTD.

On April 25, 2006, Subaye.com (formerly known as HRDQ) acquired 100% of the shares of Guangzhou Panyu Metals & Minerals Import and Export Co., Limited (“Panyu M&M”) from the sole shareholder, Wukang IE Limited (formerly known as WayToPay China Holdings Limited) for a contractual gross consideration amount of $500,000.

On October 1, 2006, Subaye.com transferred 100% of the shares of Panyu M&M to MyStar. Panyu M&M is a limited company in the PRC and its principal activity is conducting import and export trade in the PRC.

GUANGZHOU TCOM COMPUTER TECHNOLOGY LIMITED

On September 1, 2006, the Company formed Guangzhou TCOM Computer Technology Limited (“Tcom Computer”), a wholly-owned subsidiary of the Company, located in the PRC. The principal activity of Tcom Computer is to provide internet services, which include web browsing, updated information in science technology, entertainment, commercial and a webpage editor. Guangzhou TCOM was appointed by Arran to operate the website of Subaye.com for Subaye.com Inc. and will receive monthly management income from Arran. Intercompany transactions have been eliminated in consolidation.
 
CONTROL BY PRINCIPAL STOCKHOLDERS
 
The directors, executive officers and their affiliates or related parties, own beneficially and in the aggregate, the majority of the voting power of the outstanding shares of the common stock of the Company. Accordingly, the directors, executive officers and their affiliates, if they voted their shares uniformly, would have the ability to control the approval of most corporate actions, including increasing the authorized capital stock of the Company and the dissolution, merger or sale of the Company's assets or business.
 
2. Summary of Significant Accounting Policies

Principles of consolidation-The consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States of America “US GAAP”, include the assets, liabilities, revenues, expenses and cash flows of the Company and all its subsidiaries. This basis of accounting differs in certain material respects from that used for the preparation of the books and records of the Company’s principal subsidiaries, which are p