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) - July 22, 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 (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
Incorporation)
74 Shanan Road, Panyu, Guangzhou, GD511490
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code - (8620) 8487 9179
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N/A
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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 8.01 OTHER EVENTS*
On May 3, 2004, Alpha Century Holdings Limited ("ACH") a wholly owned
subsidiary of Telecom Communications, Inc., (the "Company") entered into the
Software ASP Reseller Agreement (the "Agreement") with Taikang Capital
Managements Corporation d/b/a Taikang Insurance Agencies Managements in China
("Taikang"). Subsequent to the signing of the Agreement, Taikang became an
affiliate of the Company on July 22, 2004, as a result of entering into a stock
purchase agreement with the Company, as disclosed in the Company's Form 8-K
filed with the Securities and Exchange Commission on July 26, 2004.
The Agreement is for a term of three years and automatically renews for
additional three year periods unless terminated in writing by either party.
Pursuant to the terms of the Agreement, Taikang is required to make payments to
ACH of US$110,000 per month in exchange for the exclusive right and license to
distribute ACH's products, which include, but are not limited to, ACH's CRM
studio and its MMS / Wave Editor and related updates and enhancements, to
customers in the People's Republic of China. The terms of the Agreement provide
for ACH to furnish Taikang with (i) related training and basic (technical)
support, (ii) a 90 day limited warranty on the products sold and (iii)
indemnification of Taikang's subsidiaries, officers, directors, employees and
agents under certain circumstances. The Agreement also provides Taikang with a
perpetual license to use ACH'S products it is distributing only in accordance
with the terms and conditions set forth in the Agreement. Both ACH and Taikang
obligate themselves under the Agreement to protect each other's confidential
information, as defined therein.
The foregoing description of the Agreement is qualified in its entirety
by reference to the Agreement, a copy of which is attached hereto as Exhibit
10.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 10.1 Software ASP Reseller Agreement, dated May
3, 2004, by and between Alpha Century Holdings
Limited and Taikang Capital Managements
Corporation.
* Not filed as Item 1.01 because Taikang was not a related party at the time the
agreement was entered into.
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: September 8, 2004 BY /s/ Shanhe Yang
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Shanhe Yang
Chief Executive Officer and President
EXHIBIT INDEX
Exhibit No. Description
10.1 Software ASP Reseller Agreement, dated May 3, 2004, by and
between Alpha Century Holdings Limited and Taikang Capital
Managements Corporation.