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 December 31, 2002
[ ] 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
incorporation or organization) identification No.)
827 S. Broadway, Los Angeles, CA 90014
--------------------------------------
(Address of principal executive offices)
(213) 489-3486
--------------
(Issuer's telephone number)
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 [ ]
Number of shares of common stock outstanding as of December 31, 2002:10,050,000
ITEM 1. FINANCIAL STATEMENTS
TELECOM COMMUNICATIONS INC.
BALANCE SHEETS
AT December 31, 2002 (UNAUDITED) AND SEPTEMBER 30, 2002
(Unaudited)
December 31, 2002 September 30, 2002
ASSETS
---------------------------------
Current Assets
---------------------------------
Cash in banks (note 4) $ 17,532 $ 33,905
Inventory (note 5) 4,000 4,000
TOTAL CURRENT ASSETS 21,532
37,905
-------- ----------
PROPERTY AND EQUIPMENT, NET 0 0
---------------------------------------
TOTAL ASSETS $ 21,532 $ 37,905
========= ==========
LIABILITIES & STOCKHOLDERS' EQUITY
---------------------------------------
CURRENT LIABILITIES
----------------------------------------
Income taxes payable (note 14) $ 1,631 $ 4,032
-------- ---------
TOTAL CURRENT LIABILITIES 1,631 4,032
-------- ----------
STOCKHOLDERS' EQUITY (NOTE 15)
-----------------------------------------
COMMON STOCK ($.001 PAR VALUE,80,000,000
SHARES AUTHORIZED:
10,000,000 ISSUED AND OUTSTANDING) $ 10,000 $ 10,000
Preferred stock ($.001 par value, 20,000,000
shares authorized 0 0
non issued and outstanding)
additional paid-in-capital 0 25,000
Retained earnings $(61,232) $(68,352)
TOTAL STOCKHOLDERS' EQUITY 71,133 67,225
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 21,532 $ 37,905
========= =========
TELECOM COMMUNICATIONS INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 & 2001
Three Months Three Months
Ended Ended
DECEMBER 31, 2002 DECEMBER 31, 2001
INCOME (NOTE 2):
------------------
Phone calls $ 42,179 $ 31,123
Lotto tickets (net) 402 1,806
Bus tokens 79,550 98,193
Bus passes 795 2,084
Checks cashed (net) 1,564 2,251
Money Grams (net) 857 1,495
---------- ------------
TOTAL 125,887 136,952
---------- ------------
COST OF GOODS SOLD
------------------
Phone call costs 26,699 15,181
Bus token costs 79,953 89,445
Bus pass costs 754 1,998
TOTAL COST OF SALES 100,406 106,624
---------- -----------
GROSS PROFIT $ 25,481 $ 30,328
---------- -----------
OPERATING EXPENSES:
------------------
General & administrative $ 19,942 $ 14,814
TOTAL EXPENSES 19,942 14,814
--------- -----------
OPERATING INCOME 5,539 15,514
--------- -----------
INCOME TAX (PROVISION)
BENEFIT 1,631 3,813
----------- -----------
NET INCOME $ 3,908 $ 11,701
----------- -----------
Net income per common share
basic & fully diluted $ ** $ **
----------- -----------
Weighted average common
shares outstanding 10,050,000 10,050,000
----------- -----------
** Less than $.01
TELECOM COMMUNICATIONS INC.
STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED DECEMBER 31, 2002 AND 2001
CASH FLOWS FROM OPERATING ACTIVITIES: 2002 2001
--------------------------------------------------------------------------------
Net income $3,908 $11,744
Adjustments to reconcile net income to net
cash used in operating activities:
Common stock issued for services 0 0
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses 11,181 (17,213)
----------- ------------
NET CASH PROVIDED BY (USED IN)
Operating activities 15,089 (5,469)
------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
-------------------------------------
SHAREHOLDER DISTRIBUTIONS 0 0
Net cash used in financing activities 0 0
Net cash used in investing activities
Net increase (decrease) in cash and cash equivalents 15,089 (5,469)
CASH AND CASH EQUIVALENTS:
------------------------------------
Beginning of period 2,443 25,920
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ENDING CASH BALANCE $ 17,532 $ 20,451
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TELECOM COMMUNICATIONS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2002 (UNAUDITED)
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for the
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 fairly present the company's financial position at
DECEMBER 31, 2002, the results of operations for the three months periods ended
DECEMBER 31, 2002 and 2001, and cash flows for the three months ended DECEMBER
31, 2002 and 2001. The results for the period ended DECEMBER 31, 2002, are not
necessarily indicative of the results to be expected for the entire fiscal year
ending SEPTEMBER 31, 2003.
NOTE 1. ABOUT THE COMPANY
Telecom Communications of America 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. 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 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.
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 through 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 through December 31, 2003. Both
obligations are broken down as follows:
Computer Lease
Balance on 07/01/2001 through 09/30/2001 $ 2,733
Balance on 10/01/2001 through 09/30/2002 10,932
Balance on 10/01/2002 through 07/01/2003 8,199
______ $ 21,864
Total ==========
Occupancy Lease
Balance on 07/01/2001 through 09/30/2001 $ 5,400
Balance on 10/01/2001 through 09/30/2002 22,300
Balance on 10/01/2002 through 09/30/2003 23,500
Balance on 10/01/2003 through 12/31/2003 6,000
__________ $57,200
Total ===========
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 Comany
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.
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. FACILITATION OF 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:
For the three months ended
DECEMBER 31
BASIC & DILUTED* 2002 2001
---------------- ------- -------
Net income $3,908 $11,701
Less preferred stock dividends -- --
Net income $3,908 $11,701
Weighted average number
of common shares 10,050,000 10,050,000
---------- ----------
Basic & diluted earnings per share
$ ** $ **
========= =========
*There were no common stock equivalents for either period presented.
** Less than $.01
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 20. SEGMENT REPORTING
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 (213) 489-3486.
Overview
Our main business is to provide low cost telephone calls over the Internet to
individuals and businesses. Our services enable our customers to make low cost
telephone calls over the Internet using the traditional telephone. In September
1999, we introduced a service that enables international and domestic calls to
be made over the Internet using traditional telephones. Long distance calls made
using our services are often substantially less expensive than long distance
calls routed over traditional voice network. Following illustrate a typical cost
for our customers. In summary, our cost of 9.5 cents per minute compared with 17
cents per minute using traditional phones taking in considerations for the
monthly basic service charges for the traditional phone services.
Illustration: (based on telephone services in our area)
Our cost per minute = 9.5
Traditional phone services cost per minute = 7 cents (without basic fees)
Assumptions: Residential long distance charge for the month is $10.78 for
154 minutes (domestic call). Customer is using plans such as MCI 7 Cents
anytime residential plan.
Additional costs for Traditional long distance charges:
MCI 7 Cents anytime residential plan 6.95
12% Federal Excise Tax 1.32
40% State & Local Taxes 4.36
.004% Federal, State & Local Surcharges 0.04
25% Federal Universal Service Fee 2.61
.23% CA High cost Fund-B Surcharges 0.25
.005% CA Universal Life Tel Service Surcharges 0.05
.003% CA Relay Service and Communication Device Fund 0.03
.006% CA 911 Local 0.07
--------
TOTAL $15.68
To calculate traditional phone cost, we took the traditional long distance
charges for the month of $10.78 plus the monthly fees of $15.68 and divide the
result by 154 minutes which gives 17 cents per minute.
$10.78 + $15.68 = $26.46 divided by 154 minutes = 17 cents.
In this illustration, our customers would save 7.5 cents per minute using our
services. The basic fees may very for different areas and we do not have that
information at this time. For International calls, you have a higher savings due
to higher tariff on traditional phone calls.
We intend to expand our business through acquisitions. Currently, we have one
telephone calling center with one server located in Los Angeles, California.
We have only a limited operating history upon which you can evaluate our
business and prospects. We have achieved limited profitability, and expect to
continue to achieve limited profitability in the year 2001 and subsequent fiscal
periods. We will need to significantly increase our revenues in order to achieve
greater profitability, which may not occur. Even if we do achieve greater
profitability, we may be unable to sustain or increase profitability on a
quarterly or annual basis in the future.
Industry Background
The Internet is experiencing unprecedented growth as a global medium for
communications and commerce. Internet telephony has emerged as a low cost
alternative to traditional long distance calls. Internet telephone calls are
less expensive than traditional domestic and international long distance calls
primarily because these calls are carried over the Internet and therefore bypass
a significant portion of local and international long distance tariffs. The fees
and tariffs that are eliminated for our services can be itemized as follows:
* Calling Plans Charge
* Carrier Access Charge
* Federal Excise Tax
* State and local Tax
* Federal, State and local surcharge
* Federal Universal Service fee
* California High Cost Fund-B surcharge
* California Universal Lifeline Telephone Service surcharge
* California Relay Service and Common Device fund
* California 911 Local charge
The technology by which Internet phone calls are made is also more
cost-effective than the technology by which traditional long distance calls are
made. The growth of Internet telephony has been limited to date due to poor
sound quality attributable to technological issues such as delays in packet
transmission and network capacity limitations. However, recent improvements in
packet-switching technology, new software algorithms and improved hardware have
substantially reduced delays in packet transmissions.
Products and Services
Presently, we have one telephone calling center located in Los Angeles,
California. This center has 6 phone booths each with its own traditional
telephone set, table and chair. Phone calls made from these booths are routed
through our computer server and Internet connection to a third party servers
which provide the interconnection to their established network which enables
telecommunications over Internet Protocol (IP) data networks using their
software, hardware and related components. The third party providing this
service is Inter-Tel.net, Inc. with whom Telecom has a contractual agreement.
We do not rely solely on customers visiting our telephone calling center. We
also have 24 phone lines attached to our server which enables customers
accessing our services using telephones away from our location by calling in to
our telephone calling center to be re-routed to our Internet connections. In
addition, the following products and services are also offered at our telephone
calling center:
* Money wiring service
* Check cashing
* Sales of Lotto tickets
* Automatic Telling Machine (ATM) * Faxing services * Sales of telephone
cards
Business Strategies
We hope to grow rapidly through franchising our existing operations and through
acquisitions. We have not made any specific business plan for franchising our
existing operations and we have no prior experience in franchising. Currently,
we do not have prospective franchisees or acquisition targets that are targeted
for acquisitions.
Key elements of the company's business strategy are:
* Acquiring and consolidating geographically disparate and usually smaller
independent Internet Telephone Service Providers. * Developing and offering
additional value-added products and services to customers. For example, offering
long distance international calls over the Internet using cellular phones.
* Selling franchises of our telephone calling center concept throughout the West
Coast and in other areas of high concentration of immigrants. * Building
customer loyalty and gaining market share through brand recognition.
* Expansion of our sales and marketing operation.
Marketing Strategy
We currently market our products in several areas. Our marketing efforts include
newspaper advertisements and advertisements in publications that potential
customers from Latin American countries are likely to see. Other advertising
such as flyers targeting a particular market segment are developed to compliment
and expand the impact of our marketing program.
Our marketing strategy for the future will consist of using medias designed to
reach mass audiences such as audio spot advertisements, video clips and banner
advertising on the Internet as well as advertising targeted toward specific
markets using radio, television and other publications.
Competition
We have nearly two years of experience building and fine tuning Internet based
telephone call services using traditional telephones at a calling center
environment. We believe we have the ability to deploy information technology at
a faster rate and with fewer errors than new entrants into this field. We have
basic billing capabilities to accommodate the more complex commercial
transactions in which we intend to engage in the future. We already have in
place network management tools and a secure web site capable of taking new
account orders in real-time. With our billing package, we can bill customers for
their telephone calls at any interval that they desire. We can send out bills on
a weekly, bi-weekly or monthly basis. Many Commercial transactions need to be
billed differently. We use an internal billing system that was designed for our
telephony system. The transactions that we intend to bill for are charges that
would normally appear on the telephone bill. We will be offering long distance
telephone service to our commercial as well as our retail customers. We can bill
for transactions by time of day, date, even charge a surcharge on holidays.
We believe our competitive strength is the ability to build a bridge for a
segment of the urban population to access Internet based telephone communication
services. We also believe we can move faster than larger telephone companies in
identifying and taking advantage of market opportunities as Internet based
telephone communication services continues to evolve at a rapid pace.
Long Distance Market
The long distance telephony market and, in particular, the Internet telephony
market, is highly competitive. There are several large and numerous small
competitors and we expect to face continuing competition based on price and
service offerings from existing competitors and new market entrants in the
future. The principal competitive factors in the market include price, quality
of service, breadth of geographic presence, customer service, reliability,
network capacity and the availability of enhanced communications services. Our
competitors include AT&T, MCI WorldCom, Sprint, Net2Phone and other
telecommunications carriers.
Many of our competitors have substantially greater financial, technical and
marketing resources, larger customer bases, longer operating histories, greater
name recognition and more established relationships in the industry than we
have. As a result, certain of these competitors may be able to adopt more
aggressive pricing policies, which could hinder our ability to market our
Internet telephony services.
Web-Based Internet Telephony Services
As consumers and telecommunications companies have grown to understand the
benefits that may be obtained from transmitting voice over the Internet, a
substantial number of companies have emerged to provide voice over the Internet.
In addition, companies currently in related markets have begun to provide voice
over the Internet services or adapt their products to enable voice over the
Internet services. These related companies may potentially migrate into the
Internet telephony market as direct competitors or could become competitors if
we move towards their current markets through our stated intention to grow by
acquisition.
Internet Telephony Service Providers
During the past several years, a number of companies have introduced services
that make Internet telephony services available to businesses and consumers.
AT&T Jens (a Japanese affiliate of AT&T), deltathree.com (a subsidiary of RSL
Communications), I-Link, iBasis (formerly known as VIP Calling), ICG
Communications, IPVoice.com, ITXC and OzEmail (which was acquired by MCI
WorldCom) provide a range of voice over the Internet services. These companies
offer PC-to-phone or phone-to-phone services which could be adapted to provide a
similar service to the services we offer. Some, such as AT&T Jens and OzEmail,
offer these services within limited geographic areas.
Intellectual Property
We do not currently own or hold any patents, trademarks, licenses, franchises
concessions, royalty agreements or labor contracts.
Government Regulation
Regulation of Internet Access Service
We provide Internet access, in part, by using telecommunications services
provided by carriers. Terms, conditions and prices for telecommunications
service are subject to economic regulation by State and Federal agencies. We, as
an Internet Access Provider, are not currently subject to direct economic
regulation by the Federal Communications Commission (FCC) or any State
regulatory body other than the type and scope of regulation that is applicable
to businesses generally.
In April 1998 the FCC reaffirmed that Internet Access Providers should be
classified as unregulated "Information Service Providers" rather than regulated
"Telecommunication Providers" under the terms of the Federal Telecommunication
Act of 1996. As a result, we are not subject to Federal regulations that apply
to telephone companies and similar carriers simply because we provide our
services using telecommunications service provided by a third party carrier. To
date, no State has attempted to exercise economic regulations over Internet
Access Providers.
Governmental regulatory approaches and policies to Internet Access Providers and
others that use the Internet to facilitate Data and Communication Transmissions
are continuing to develop and in the future we could be exposed to regulation by
the FCC or other Federal agencies or by State regulatory agencies or bodies. For
example, the FCC has expressed an intention to consider whether to regulate
providers of voice and fax service that employ the Internet or Internet Packet
Switching as "Telecommunications Providers" even though Internet access itself
would not be regulated. The FCC is also considering whether providers of
Internet based telephone services should be required to contribute towards the
Universal Service Fund, which subsidizes telephone service for rural and low
income consumers, or should pay carrier access charges on the same basis as
applicable to regulated telecommunications providers. To the extent that we
engage in the provision of Internet or Internet Protocol base telephone or fax
service, we may become subject to regulations promulgated by the FCC or State
with respect to such activities. We cannot assure potential investors that such
regulations would not adversely affect our ability to offer certain enhanced
business services in the future.
- Regulation of Internet Content
Due to the increase in popularity and use of the Internet by broad segments of
the population it is possible that laws and regulations may be adopted with
respect to web site content, privacy pricing, encryption standards, consumer
protection, electronic commerce, taxation, copyright infringement and other
intellectual property issues. We cannot predict the effect, if any, that any
future regulatory changes or developments may have on the demand for our access
or enhanced business service.
Employees
We believe that the success of our business will depend, in part, on our ability
to attract, retain and motivate highly qualified sales, technical and management
personnel, and upon the continued service of our senior management personnel. As
of the date of this registration statement, we have two full- time and
three-part time employees. Two full-time employees are responsible for
management and marketing, one part-time employee is responsible for book keeping
and sales, two other part-time employees are responsible for sales and other day
to day operations. The three part-time employees are sons and daughter of Mr.
Tak Hiromoto and Mrs. Elizabeth Hiromoto. We consider our employee relations to
be good and we have never experienced any work stoppages. We can not assure you
that we will be able to successfully attract, retain and motivate a sufficient
number of qualified personnel to conduct our business in the future.
RESULTS OF OPERATIONS
Net Income
The Company had a net income of 3,908 for the three months ended DECEMBER 31,
2002 versus a net income of $11,701 for the same period ended DECEMBER 31, 2001,
a decrease of 7,793. The change in net income for the period was primarily
attributable to an increase in general and admistrative expenses of $5,128.
Sales
Revenue was $125,887 for the three months ended DECEMBER 31, 2002, versus
$136,952 for the three months ended DECEMBER 31, 2001, a decrease of $11,065 or
8%. The decrease in sales for the first three months was primarily due to the
Company's focus on marketing higher margin products and growing brand awareness
with promotional prices for both exsisting and new customers which lead to a
reduction in revenue.
Expenses
Total expenses were $19,942 for the three months ended DECEMBER 31, 2002, versus
$14,814 for the three months ended DECEMBER 31, 2001. Since the Company became
fully reporting, in addition to our managing time which can be considerable,
there are additional expenses relating to being a public company.
Liquidity and Capital Resource
On DECEMBER 31, 2002, the Company had cash of $17,532. This compares with cash
of $20,451 on DECEMBER 31, 2001. Cash provided by financing activities totaled $
0 for the three months ended DECEMBER 31, 2002.
There are no line of credit and capital expenditures at this time.
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 President February 20, 2003
-------------------
Tak 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 January 23, 2003 relating to the comparative financial statements
of Telecom Communications Inc. as of December 31, 2001 and 2002 respectively.
Dated February 17, 2003 Robert G. Ercek
Lancaster, California /s/: Robert G. Ercek
-------------------------
Certified Public Accountant
CERTIFICATIONS
I, Tak Hiromoto, the Chief Executive Officer of Telecom Commnuications, Inc.
certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Telecom
Commnuications, 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: February 20, 2003
/s/ Tak Hiromoto
--------------------------------------
Tak Hiromoto, Chief Executive Officer
and Principle Accounting Officer