UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c)
of
the Securities Exchange Act of 1934
Check
the
appropriate box:
þ
Preliminary Information Statement
o Confidential,
for use of the Commission Only (as permitted by Rule 14c-5(d)(2))
o Definitive
Information Statement
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TELECOM
COMMUNICATIONS, INC.
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(Name
of Registrant as Specified In Its
Charter)
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Payment
of Filing Fee (Check the appropriate box):
þ No
fee
required.
¨ Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1)
Title
of
each class of securities to which transaction applies: N/A
(2)
Aggregate
number of securities to which transaction applies: N/A
(3)
Per
unit
price or other underlying value of transaction computed pursuant to Exchange
Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and
state
how it was determined): N/A
(4)
Proposed
maximum aggregate value of transaction: N/A
¨ Fee
paid
previously with preliminary materials.
¨ Check
box
if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and
identify the filing for which the offsetting fee was paid previously. Identify
the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
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(1) |
Amount
Previously Paid: N/A
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(2) |
Form,
Schedule or Registration Statement No.:
N/A
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9/F.,
Beijing Business World,
56
Dongxinglong Avenue, CW District, Beijing, China 100062
INFORMATION
STATEMENT
WE
ARE
NOT ASKING YOU FOR A PROXY
AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
TO
ALL
STOCKHOLDERS:
This
Information Statement is first being mailed on or about June __, 2007 to the
holders of record of the common stock, par value $.001 (the “Common Stock”) of
Telecom Communications, Inc. (“we”, “us” or the “Company”) as of the close of
business on May 11, 2007 (the “Record Date”). This Information Statement relates
to certain actions taken by the written consent of the holders of a majority
of
the Company's outstanding Common Stock, dated May 11, 2007 (the “Written
Consent”).
The
Written Consent authorized, effective upon the 21st
day
following the mailing of this Information Statement to the stockholders of
the
Company, an amendment to the Company’s Certificate of Incorporation (the
“Amendment”) to change the name of the Company to MyStaru.com, Inc.
The
Written Consent constitutes the consent of a majority of the total number of
shares of outstanding Common Stock and is sufficient under the General
Corporation Law of the State of Delaware (the “DGCL”) and the Company's Bylaws
to approve the Amendment. Accordingly, the Amendment shall not be submitted
to
the Company's other stockholders for a vote.
This
Information Statement is being furnished to you to provide you with material
information concerning the actions taken in connection with the Written Consent
in accordance with the requirements of the Securities Exchange Act of 1934
and
the regulations promulgated there under, including Regulation 14C. This
Information Statement also constitutes notice under Section 228 of the DGCL
of
the action taken in connection with the Written Consent.
Only
one
Information Statement is being delivered to two or more security holders who
share an address, unless the Company has received contrary instruction from
one
or more of the security holders. The Company will promptly deliver, upon written
or oral request, a separate copy of the Information Statement to a security
holder at a shared address to which a single copy of the document was delivered.
If you would like to request additional copies of the Information Statement,
or
if in the future you would like to receive multiple copies of information or
proxy statements, or annual reports, or, if you are currently receiving multiple
copies of these documents and would, in the future, like to receive only a
single copy, please so instruct the Company, by writing to us at 9/F., Beijing
Business World, 56 Dongxinglong Avenue, CW District, Beijing, China 100062,
Attn: Alan Lun.
THIS
IS
NOT A NOTICE OF A MEETING OF STOCKHOLDERS AND NO STOCKHOLDERS MEETING WILL
BE
HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN.
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Date:
June __, 2006
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/s/
Alan Lun
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Alan
Lun
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Chief
Executive Officer
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INFORMATION
STATEMENT
INTRODUCTION
This
Information Statement is being mailed or otherwise furnished to stockholders
of
the Company in connection with the prior receipt by the Board of Directors
(the
“Board”) of approval by Written Consent of the holders of a majority of the
Company's Common Stock to approve the Amendment.
The
Board
believes it is in the best interests of the Company to change the name of the
Company to “MyStarU.com, Inc.”
This
Information Statement is being first sent to stockholders on or about June
__,
2007. The Amendment will become effective following the twentieth (20th) day
after the mailing.
MEETING
NOT REQUIRED
The
Amendment was approved by the Written Consent. No further vote is required
to
approve the Amendment. The Amendment will become effective following the filing
of the Certificate of Amendment with the Secretary of State of the State of
Delaware, which will occur promptly following the twentieth (20) day after
the
mailing of this Information Statement to the stockholders of the Company.
FURNISHING
INFORMATION
This
Information Statement is being furnished to all holders of Common Stock of
the
Company. The Form 10-KSB for the fiscal year ended September 30, 2006 and all
subsequent filings may be viewed on the Securities and Exchange Commission
web
site at www.sec.gov
in the
EDGAR Archives and are incorporated herein by reference. The Company is
presently current in the filing of all reports required to be filed by it.
DISSENTERS
RIGHTS OFAPPRAISAL
There
are
no dissenters’ rights of appraisal applicable to the action authorized by the
Written Consent.
PROPOSALS
BY SECURITY HOLDERS
No
security holders entitled to vote have transmitted any proposals to be acted
upon by the Company.
WE
ARE NOT ASKING YOU FOR A PROXY
AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
The
Amendment requires the approval of a majority of the outstanding shares of
Common Stock. Each holder of Common Stock is entitled to one (1) vote for each
share held. As of the Record Date, the Company had 123,088,000 shares of Common
Stock issued and outstanding.
The
following table sets forth as of May 11, 2007, each person known by us to be
the
beneficial owner of five percent or more of the Company’s Common Stock, all
directors individually and all directors and officers as a group. Each person
named below has sole voting and investment power with respect to the shares
shown unless otherwise indicated.
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Name
and Address of Beneficial Owner
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Amount
of Beneficial Ownership
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Percentage
of Class
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Taikang
Capital Managements Corporation
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20,000,000
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16.25
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Auto
Treasure Holdings Limited
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9,889,000
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8.03
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Yan
Liu
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700,000
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*
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Yaofu
Su
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600,000
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*
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Alan
Lun
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0
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__
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Directors
and Officers as a group, 3 Persons
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1,300,000
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1.06
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*
less
than 1%
There
are
no arrangements, known to the Company, including any pledge by any person,
of
securities of the Company, the operation of which may at a subsequent date
result in a change in control of the Company.
PROPOSAL
TO
AMEND THE
CERTIFICATE
OF INCORPORATION
The
Board
has determined that it would be in the best interests of the Company to change
the name of the Company to “MyStarU.com, Inc.” The proposed Certificate of
Amendment to the Certificate of Incorporation is attached hereto as Exhibit
A.
PURPOSE
FOR THE AMENDMENT
The
change of the Company’s name to MyStarU.com, Inc. would enhance
the visibility of the Company by leveraging the established brand of
mystaru.com, which is recognized in China as a portal for cultural and
entertainment content. The increase to our visibility will enhance our ability
to obtain financings for future projects and will enable us to focus public
attention to our core brand.
The
Amendment was approved pursuant to the Written Consent. No further vote is
required to approve the Amendment. The Amendment will become effective following
the filing of the Certificate of Amendment to the Certificate of Incorporation
with the Secretary of State of the State of Delaware, which will occur promptly
following the twentieth (20) day after the mailing of this Information Statement
to the stockholders of the Company.
VOTES
OBTAINED
The
following individuals own the number of shares and percentages set forth
opposite their names and executed the Written Consent:
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Name
of Beneficial Owner
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Amount
of Beneficial Ownership
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Percentage
of Class
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Taikang
Capital Management Corporation
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20,000,000
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16.25
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Auto
Treasure Holdings Limited
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9,889,000
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8.03
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China
IPTV Industry Park Holdings Limited
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5,400,000
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4.39
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Bloomen
Limited
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5,300,000
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4.31
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Guiwen
Cai
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5,200,000
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4.22
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Leyi
Yang
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5,000,000
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4.06
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World
East Corporation Limited
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4,000,000
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3.25
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Top
Rider Group Limited
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3,500,000
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2.84
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Free
Productions Limited
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3,000,000
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2.44
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Songbin
Deng
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1,600,000
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1.30
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Total
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62,889,000
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51.09
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INTEREST
OF CERTAIN PERSONS IN FAVOR OF OR IN OPPOSITION TO THE AMENDMENT
No
officer or director will receive any direct or indirect benefit from the
Company’s proposed Amendment.
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By
Order of the Board of Directors
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/s/
Alan Lun
Alan
Lun, Director and Chief Executive
Officer
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Exhibit
A
CERTIFICATE
OF AMENDMENT
OF
CERTIFICATE
OF INCORPORATION
OF
TELECOM
COMMUNICATIONS, INC.
It
is
hereby certified that:
1. The
name
of the corporation (hereinafter called the "Corporation") is Telecom
Communications, Inc.
2. The
Certificate of Incorporation of the Corporation was filed with the Secretary
of
State of the State of Delaware on January 14, 2005.
3. The
Certificate of Incorporation of the Corporation is hereby amended by striking
out Article I thereof and by substituting in lieu of said Article the
following:
“ARTICLE
I
NAME
OF CORPORATION
The
name
of the Corporation is MyStarU.com, Inc. (hereinafter, the
“Corporation”).”
4. The
amendment of the Certificate of Incorporation of the Corporation herein
certified was duly adopted, pursuant to the provisions of Sections 228 and
242
of the General Corporation Law of the State of Delaware.
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Signed
on May __, 2007
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Name:
Alan R. Lun
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Title:
CEO
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