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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-QSB/A
AMENDMENT
NO. 1
For
the quarterly period ended June 30, 2007
Commission
file number 333-62236
MYSTARU.COM,
INC.
(Exact
name of small business issuer as specified in its charter)
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
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
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)
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
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 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||