SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report( date of earliest event reported) : September 8, 2003 TELECOMMUNICATION PRODUCTS, INC. (Exact name of Registrant as specified in its charter) Colorado 0-11882 84-0916299 - ---------------------- ---------- ----------------- (State or other (Commission File No.) (IRS Employer jurisdiction of Identification No.) incorporation) 9175 Wilshire Blvd.,Suite B, Beverly Hills, CA 90210 (Address of principal executive offices) Registrant's Telephone Number, Including Area Code (310) 281-2571 ITEM 5. OTHER EVENTS On September 5, 2003, the Company entered into an Equity Line of Credit Agreement with Dutchess Private Equities Fund L.P. covering the sale of up to $5 million of the Company's common stock over the next thirty six months. The stock may be sold at the Company's discretion, at a discount to the market price of the Company's shares at the time of sale. The Investment Agreement and the Registration Rights Agreement are filed as exhibits to this Form 8-K and are incorporated by reference into this Item 5. The foregoing description of such documents and the transactions contemplated therein are qualified in their entirety by reference to such exhibits. Separately, the Company has changed transfer agent from Computershare Trust Company to Manhatten Transfer and Register Company, 58 Dorchester Road, Lake Ronkonkoma, NY 11779. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS, & EXHIBITS Telecommunication Products, Inc. Unaudited Proforma Consolidated Balance Sheet June 30, 2003 Telpro Home Movie Adjustments Consolidated Assets Current assets. $ 2,075,000 $ 1,376,134 $ (75,000)(1) $ 3,376,134 (1,471,132)(2) (45,600)(4) Property and equipment, net 17,375 169,832 2,826,809 (1) 1,497,284 ------------ ----------- ------------ ------------ Total $ 2,092,375 $ 1,545,966 $ 1,235,077 $ 4,873,418 Liabilities and Stockholders Deficiency Current liabilities $ 476,979 $ 74,834 $ 75,000 (1) 626,813 Total liabilities 476,979 74,834 75,000 626,813 ------------ ------------ ------------- ------------ Common and preferred stock 4,751,744 1,898,072 (1,898,072)(2) 7,428,553 2,276,809 (1) 400,000 (1) (45,600)(3) Accumulated deficit (3,136,348) (426,940) 426,940 (2) (3,181,948) ------------ ------------ ------------- ------------ Total stockholders' equity 1,615,396 1,471,132 1,160,077 4,246,605 ------------ ------------ ------------- ------------ Total $ 2,092,375 $1, 545,966 $ 1,235,077 $ 4,873,418 Unaudited Proforma Consolidated Statement of Operations Year ended March 31, 2003 Telpro Home Movie Adjustments Consolidated Revenues $ -- $ 174,212 $ 174,212 Cost of sales 75,639 75,639 ----------- ------------ Gross profit -- 98,573 98,573 General and administrative 312,473 176,876 (45,600)(3) 534,949 Interest expense 11,100 11,100 ------------ ------------ Net income (loss) $ (323,573) $ (78,303) $ (45,600) $ (447,476) Earnings (loss) per share $ (.014) <FN> See notes to unaudited proforma financial statements Telecommunication Products, Inc. Notes to the Unaudited Proforma Financial Statements The proforma statement of operations assumes that the Home Movie Network transaction occurred on April 1, 2003. For the purposes of the proforma statement of operations for the year ended Juneh 30, 2003, Telecommunication Products, Inc.'s statement of operations for the year and Home Movie Networks's statement of operations for the year were combined. The acquisition of Home Movie Network was accounted for by the purchase method of accounting. Under purchase accounting, the total purchase price was allocated to the tangible and intangible assets and liabilities of Home Movie Network based on their respective fair values as of the closing date based upon valuations and other studies. Property and equipment are being depreciated over the estimated useful lives. Intangible assets relating to licensing agreements are amortized over the license period. The cost in excess of the net value of the assets is not being amortized, but will be tested for impairment annually. Note 1 To reflect the issuance of two million common shares, preferred shares and $150,000 for cash for the acquisition. Note 2 To eliminate investment in Home Movie Network, Inc. against the equity accounts of Home Movie Network, Inc. Note 3 To record depreciation on increase in value of assets of Home Movie Network, Inc. recorded using the purchase method. EXHIBITS: EXHIBIT NUMBER EXHIBIT DESCRIPTION -------------- ------------------- 10.1 Investment Agreement between the Company and Dutchess Private Equities Fund, L.P. dated September 5, 2003. 10.2 Registration Rights Agreement between the Company and Dutchess Private Equities Fund, L.P. dated September 5, 2003. 10.3 Placement Agent Agreement between the Company and Park Capital Securities, LLC and Dutchess Private Equities Fund, L.P. dated August 28, 2003. 99.1 Press Release of the Company 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 thereunto duly authorized. Date: September 9, 2003 TELECOMMUNIATION PRODUTS, INC. /s/ Robert Russell By: ----------------------------------- Robert Russell, President