UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________________
FORM 8-K/A
(Amendment No.1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) - July 20, 2007
MYSTARU.COM, INC.
(Exact name of Registrant as Specified in Charter)
Delaware | 333-62236 | 35-2089848 | ||
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
| of Incorporation) | Identification No.) |
9/F., Beijing Business World,
56 Dongxinglong Avenue, CW District, Beijing, China 100062
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code - (86) 10 6702 6968
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
MyStarU.com, Inc. (the “Company”) is filing this Amendment No. 1 to its Current Report on Form 8-K filed with the Securities and Exchange Commission on July 20, 2007 to add to its disclosure set forth in Item 4.02 below.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
The CEO of the Company, after receiving emailed confirmation from the Securities Exchange Commission (the “Commission”) on July 17, 2007 that the Commission had no further comments to the Company’s Forms 10-QSB and 10-KSB, decided to proceed with the amendment of the Company’s financial statements contained in the Company’s Form 10-KSB for the fiscal year ended September 30, 2006 and its Forms 10-QSB for the quarters ended June 30, 2006, December 31, 2006 and March 31, 2007 to address various accounting issues raised by the Commission in its comment letters. The amendments will include revising the financial statements to reflect a recalculation of the acquisition cost of Subaye.com, recalculation of minority interests, reclassification of certain deferred stock-based compensation and a statement that the Company’s disclosure controls and procedures were not effective at the relevant times.
The restatements will reflect the changes as follows:
I. 10-QSB for June 30, 2006
Changes will be made to the accounting treatment of the deferred stock-based compensation-current portion and the deferred stock-based compensation-non-current portion under Current Assets, as well as to the deferred stock-based compensation under Stockholders’ Equity.
Changes will also be made to the accounting calculation of the acquisition of the website Subaye.com. This will result in a restatement of “The total amount of web site recorded in the property plant and equipment” in footnote no. 3 from $4,205,712 to $6,076,344.
These changes will result in a restatement of Total Liabilities and Stockholders’ Equity from $22,738,027 to approximately $20,839,486.
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The restatement of the Interim Condensed Balance Sheet as of June 30, 2006 shall be as follows:
As Previously Reported June 30, 2006 | Restatement Adjustment June 30, 2006 | As Restated June 30, 2006 | ||||||||||
| Current Assets: | ||||||||||||
| Cash | $ | 852,405 | $ | $ | 852,405 | |||||||
| Accounts receivable - related company | 480,000 | 480,000 | ||||||||||
| - others, less allowance for bad debts of $355,650 | 2,968,213 | 2,968,213 | ||||||||||
| Due from related companies | 238,443 | 238,443 | ||||||||||
| Deferred stock-based compensation-current portion | 3,272,059 | (1 | ) | (3,272,059 | ) | - | ||||||
| Prepaid expenses | 3,597,853 | 3,597,853 | ||||||||||
| Payment in advance | 279,251 | 279,251 | ||||||||||
| Other current assets | 458,118 | 458,118 | ||||||||||
| Total Current Assets | 12,146,342 | 8,874,283 | ||||||||||
| Software acquisition cost | 3,000,000 | 3,000,000 | ||||||||||
| Property, plant and equipment, net | 6,725,852 | (2.6 | ) | 1,867,425 | 8,593,277 | |||||||
| Deferred stock-based compensation-non-current portion | 865,833 | (1 | ) | (865,833 | ) | - | ||||||
| Intangible assets-Goodwill | - | (4 | ) | 368,719 | 368,719 | |||||||
| Total Assets | $ | 22,738,027 | $ | 20,839,486 | ||||||||
| Current liabilities: | $ | 1,536,293 | $ | 1,536,293 | ||||||||
| Accounts payable | 74,737 | 74,737 | ||||||||||
| Accrued expenses | 57,513 | 57,513 | ||||||||||
| Due to related companies | 108,912 | 108,912 | ||||||||||
| Total Current Liabilities | 1,777,455 | 1,777,455 | ||||||||||
| Minority interest in consolidated subsidiaries | 1,099,985 | (3 | ) | 2,236,144 | 3,336,1299 | |||||||
| Commitments and contingencies (Note 12) | ||||||||||||
| 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; | ||||||||||||
| 97,088,000 shares issued and outstanding) | 89,188 | 89,188 | ||||||||||
| Additional paid in capital | 13,683,489 | 13,683,489 | ||||||||||
| Deferred stock-based compensation | (1 | ) | (4,137,892 | ) | (4,137,892 | ) | ||||||
| Accumulated other comprehensive income | 249 | 3,207 | 3,456 | |||||||||
| Retained earnings | 6,087,661 | 6,087,661 | ||||||||||
| Total Stockholders’ Equity | 19,860,587 | 15,725,902 | ||||||||||
| Total Liabilities and Stockholders’ Equity | $ | 22,738,027 | $ | 20,839,486 |
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II. 10-KSB for September 30, 2006 and 10-QSBs December 31, 2006 and March 31, 2007
For the 10-KSB for the fiscal year ended September 30, 2006 and the Forms 10-QSB for the quarters ended December 31, 2006 and March 31, 2007, the elimination of the negative goodwill associated with the website Subaye.com will result in an increase of $889,816 to the Company’s Total Assets and the Total Liabilities and Stockholders’ Equity.
Accordingly, the CEO has determined that the financial statements included in the annual and quarterly reports stated above should no longer be relied upon. The Company expects to file the amendments with the Commission no later than August 31, 2007.
The CEO of the Company discussed his conclusions with the Company’s independent registered accounting firm, Child, Van Wagoner & Bradshaw, PLLC.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TELECOM COMMUNICATIONS, INC. | ||
| | | |
| Date: August 20, 2007 | By: | /s/ Alan Lun |
Alan Lun | ||
| Chief Executive Officer | ||
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