UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) - October 7, 2004
TELECOM COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Indiana 333-62236 35-2089848
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Room 1602, 16/F., 5-9 Observatory Court, TST, Hong Kong
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code - (852) 2782-0983
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(Former Name or Former Address, if changed since last report)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.
On October 7, 2004, Telecom Communications, Inc. (the "Company") entered into a
Stock Purchase Agreement (the "Purchase Agreement") with Taikang Capital
Managements Corporation ("Taikang"), an affiliate of the Company, for the
purchase of 10,000,000 shares ("Shares") of the Company's common stock, par
value $.001 per share (the "Common Stock"). The Shares were purchased with
cash for an aggregate purchase price of $2,000,000.
The Shares were offered and sold in a private placement transaction in reliance
upon an exemption from registration under the Securities Act of 1933, as amended
(the "Act"), pursuant to Rule 506 promulgated thereunder. The shares were
offered and sold to an "accredited investor," as such term is defined in Rule
501 under the Act. The Shares are restricted securities that have not been
registered under the Act and may not be offered or sold in the United States
absent registration or applicable exemptions and satisfaction of registration
requirements. The Company has not undertaken the obligation to file a
registration statement for said Shares.
The foregoing description is qualified in its entirety by reference to the
Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1.
ITEM 3.02. UNREGISTERED SALE OF EQUITY SECURITIES.
The disclosure and qualifications in Item 1.01 are incorporated into this Item
3.02 by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
10.1 Stock Purchase Agreement, dated October 7, 2004, by and between
Telecom Communications, Inc. and Taikang Capital Managements
Corporation.
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SIGNATURE
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: October 11, 2004 By: /s/ Shanhe Yang
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Shanhe Yang
Chief Executive Officer and President
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EXHIBIT INDEX
Exhibit No. Description
10.1 Stock Purchase Agreement, dated October 7, 2004, by and between
Telecom Communications, Inc. and Taikang Capital Managements
Corporation.
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