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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