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Defi Global, Inc – ‘10SB12G/A’ on 2/5/03

On:  Wednesday, 2/5/03, at 7:09pm ET   ·   As of:  2/6/03   ·   Accession #:  1078782-3-45   ·   File #:  0-49811

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 2/06/03  Defi Global, Inc                  10SB12G/A              1:86K                                    Action Edgar Fil… Svc/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G/A   Form 10Sb-12G Amendment 5                           HTML     95K 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 5 TO FORM 10-SB

GENERAL FORM FOR REGISTRATION OF

SECURITIES OF SMALL BUSINESS ISSUERS

Under Section 12(b) or (g) of The Securities Exchange Act of 1934

TELECOMM.COM, INC.

__________________________________________________

(Name of Small Business Issuer in its Charter)

Delaware 52-2191043

_____________________________________ _____________________________

(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

2600 Longhorn Blvd. #112 Austin, TX 78758

_____________________________________ _____________________________

(Address of principal executive offices) (City, State, Zip Code)

Issuer's telephone number (512) 615 - 2544

Securities to be registered pursuant to Section 12(b) of the Act.

Title of each class Name of each exchange on which registered

_____________________________________ ___________________________________

_____________________________________ ___________________________________

Securities to be registered pursuant to Section 12(g) of the Act.

Common

_______________________________________________________________

(Title of Class)

______________________________________________________________

(Title of Class)

Item 1. Description of Business

Business Development.

TELECOMM.COM, INC.was formed in 1999 as a Delaware corporation. Telecomm has one subsidiary, CAPITAL CABLE & WIRE, INC., dba Austin Cable and Wire, which was incorporated in 1997 as a Texas corporation.

Neither Telecomm.com nor its subsidiary Austin Cable has been involved in any bankruptcy or bankruptcy proceeding.

Austin Cable was acquired by Telecomm in 1999 through the sale of a controlling block of its stock, thus making Austin Cable a wholly-owned subsidiary of Telecomm.com. Austin Cable is in the business of assembling copper and fiber optic specialty cables for distribution in the United States.

In 1999, Telecomm.com also acquired all but one share of TIC Cables Electronica y Suministros, S.A. de C.V., incorporated in Mexico in 1989, thus making TIC a 99.99%-owned subsidiary of Telecomm.com. As TIC is engaged in the design and integration of systems for data and telecommunications in Mexico, Telecomm management believed the acquisition would provide strategic competitive advantages, which proved true throughout most of 2000. However, in 2001, due to a lack of control over operations at TIC, the difficulty in the Mexican economy and excessive losses at TIC's facilities in Mexico, Telecomm.com's Board of Directors, in a meeting held September 6, 2001, voted to abandon TIC operations. Telecomm has divested itself of its interest in TIC and is in the process of returning all TIC shares to its president, Jesus Aguirre.

A subsequent meeting of the Board of Directors of Telecomm was held on April 11, 2002 in which all Directors were present, including Mr. Aguirre. At this meeting Mr. Aguirre requested that he be dismissed from Telecomm's Board and agreed to return 6,800,000 shares of Telecomm common stock issued to him in the TIC acquisition. Mr. Aguirre has returned 2,000,000 of the 6,800,000 shares to date, leaving a balance due of 4,800,000 shares. Since that time, all attempted communications with Mr. Aguirre have been unsuccessful. As such, Telecomm has placed a stop transfer order with its transfer agent on the remaining 4,800,000 shares and has retained legal counsel to begin legal proceedings to recover the 4,800,000 shares still retained by Mr. Aguirre. The status of these proceedings is still formative as we are not able to bear the expense of such proceedings at this time. However, counsel has agreed to assist in efforts to contact Mr. Aguirre in order to resolve this issue by the end of 2002. If these efforts are unsuccessful, Telecomm will instruct counsel to seek a court order canceling these shares during the first quarter of 2003.

We have not legally transferred our ownership interest in TIC to Mr. Aguirre, and based on consultation with legal counsel, Telecomm does not have any continuing or contingent liabilities related to TIC.

Telecomm.com has received a going concern opinion from its auditors for the years ended 2001 and 2000, meaning substantial doubt has been raised in our auditors' eyes about Telecomm.com's ability to continue as a going concern. Telecomm.com has significantly reduced its operations in early 2001, and has incurred losses for the years ended December 31, 2001 and 2000 totaling $765,571 and $1,432,063 respectively, and at December 31, 2001 had a capital deficit of $1,825,217. Net Revenues in 2001 were $229,814 compared to $2,234,817 in 2000. Negative working capital for 2001 was $1,715,780 compared to $1,215,590 in 2000. Telecomm.com will require additional working capital to develop its business until Telecomm.com achieves a level of revenues adequate to generate sufficient cash flows from operations.

Business of Issuer.

Telecomm.com's current business operations, which are currently done entirely through its subsidiary Austin Cable, consist of the production of specialty custom cable assemblies and harnesses for various industries. A specialty custom cable or harness assembly is a copper or fiber optic cable with connectors terminated at one or both ends. The specialty custom cable assembly industry is one that services and supplies a variety of other industries, which need wire harnesses and cable assemblies for their products. The companies that require these harnesses in their products do not manufacture them personally; they often outsource them to companies like Telecomm.com. We plan to continue in this industry and expand our market presence by both acquisition and internal growth.

Markets in the domestic U.S. specialty cable assembly industry, which Telecomm.com is participating in, include data and telecommunications, automotive, health and medical and aerospace.

Austin Cable assembles both copper and fiber optic specialty custom assemblies (e.g. cat-5 patch cords and fiber optic jumpers) using American made raw materials, assembled in Mexico under the maquilladora ("factory") provisions of the North American Free Trade Agreement (NAFTA). Austin Cable has one operating assembly facility in Mexico (in San Luis Potosi, in central Mexico) and another, larger assembly facility slated to begin operations by December, 2002 located in Matamores, Mexico, just on the other side of the Rio Grande from Brownsville, Texas. Austin Cable currently sells to major U.S. data and telecommunications distributors such as Anixter, Graybar and Carlton Bates, and produces assembled cable products under private label for such companies as Time Warner Cable, Radio Shack and Ideal Industries. None of the customers named above are material customers (representing more than 10% of Austin Cable's sales) and there are no material contracts in existence.

Telecomm.com plans to utilize Austin Cable's maquilladora manufacturing model and expertise to competitive advantage by acquiring and consolidating several target companies within the highly fragmented specialty custom cabling industry. This is an industry made up of numerous "mom and pop" (small, individually-owned and operated) companies, most of which have their assembly facilities in the U.S.,and all of which might be acquisition targets. As Austin Cable already maintains one factory (and by December, 2002, two factories) in Mexico, Telecomm.com plans to move strategic acquisition cable assembling operations Mexico.

Large corporate customers of specialty cables and harnesses often use proximity as one of the main criteria in selecting from which firms to make purchases. Telecomm.com intends to improve its market penetration by acquiring and consolidating competing assembly houses in major metropolitan areas that are in close proximity to large corporate customers. Once Telecomm.com has targeted a metro area, it plans to acquire between 2 and 5 local assembly companies, merging them into a single location in the same metro area. Telecomm will maintain a sales presence in each such location and will actively manage the acquired customer base in order to continue servicing their copper and fiber optic cabling and harness needs. Management believes that maintaining at least one location in each respective metro area targeted by Telecomm.com is important, as it will enable Telecomm.com to maintain its existence in close proximity to large corporate customers.

In addition to maintaining a sales presence at the remaining location in each metro area, Telecomm.com will also maintain strategic cable and harness assembly operations acquired in each metro area. Management anticipates relocating most of the routine, facile cable assembly operations to Austin Cable's facility in San Luis Potosi or to Austin Cable's new Mexican facility scheduled to begin operations in December of this year, while the more intricate and custom-made cable and harness assemblies will continue to be produced in the U.S. in each metropolitan area.

Through acquisition and consolidation, Telecomm.com expects to inherently expand its customer base. Telecomm.com also expects to increase market penetration by providing competitive pricing from leveraging both its manufacturing capabilities in Mexico as well as its improved purchasing power. As it expands geographically, Telecomm.com expects to be well positioned to provide enhanced services both regionally and nationally to many corporate customers.

Through acquisitions, Telecomm.com foresees: a) a marked reduction in costs by consolidating at least 2-5 competitor assembly houses in a given metro area into one remaining location for the purposes of maintaining a geographically close sales presence and assembling the more complex, intricate and custom-made cables and harnesses; and b) an even greater reduction of costs by moving all routine, facile assembly operations to facilities in Mexico.

Telecomm.com estimates that acquisition and consolidation of at least two operations within a metropolitan area will yield a profitable entity. Telecomm.com estimates that it can achieve cost savings of twenty five percent (25%) or more from such consolidation due to the elimination and reduction of duplicated overhead.

Management anticipates that a majority of the cost of anticipated acquisitions will be paid in capital stock, though equity and debt capital may also be required.

In an effort to maximize market penetration, Telecomm.com leverages several channels of distribution. Its routes to market include:

Direct Sales to Corporate Customers:

Data and Telecommunications

* Category-5 patch cables

* Fiber optic jumpers

Automotive

* Custom assembly harnesses

Medical

* Over-molding assembly harnesses

Current Direct End-User Customers Include:

Lucent Technologies

Radio Shack, Inc.

Ideal Industries, Inc.

Dell Computer, Inc.

Wholesale Distributors:

Data & Telecommunications

* Category-5 patch cables

* Fiber optic jumpers

Current Wholesale Distribution Customers Include:

Anixter

Graybar Electronics

CSC

Carlton Bates

At this time there are no publicly announced new products.

The market for copper and fiber optic custom cable assemblies is national in scope. Telecomm encounters numerous small regional cable assembly houses in those local areas where we are competing for business.

Domestic labor charges for assembly operations typically range from $40-60 per hour (aggregating both direct and indirect labor costs). Austin Cable's maquilladora model assembles product of comparable quality with a labor overhead charge of $3.50-5.50 per hour. This price disparity provides Telecomm a competitive advantage in that it will be more difficult for domestic copper and fiber optic cable manufacturers to compete with Austin Cable on price. However, due to operational reductions, in which Austin Cable is currently functioning, we will continue to operate at a loss until we are able to substantially increase our production levels, in order to cover our fixed and variable costs. This will only be achieved when we are able to substantially increase sales levels. The local, small regional assembly houses will continue to garner assembly business where delivery time is a more important factor in the purchase decision than is price alone. Telecomm will counter this competitive effort by pursuing its acquisition strategy, as management firmly believes it is easier to increase sales through targeted acquisitions rather than by the employment of a direct sales force.

Telecomm, through its subsidiary Austin Cable, will compete nationally with several substantial cable manufacturers. Top competitors of Austin Cable include:

- Optical Cable Systems. Optical Cable Systems is located in Dallas, TX, and has estimated annual cable revenues of $12 million and offers the same cable lineup as Austin Cable. In addition, OCS offers other custom cable assemblies. All of Optical Cable's manufacturing is done in Dallas and its customer base is comprised primarily of datacom and telecom distributors.

- Adirondack Wire and Cable. Adirondack, headquartered in Rhode Island, has estimated annual cable revenues of $30 million and does most of its fiber production in Monterrey, Mexico. Adirondack offers the same datacom cables as Austin Cable and recently acquired another competitor, U.S. Fiber Optics.

-Cable Exchange. Located in Denver, CO, with a facility in California, Cable Exchange offers the same copper and fiber optic cabling products as Austin Cable and has estimated annual cable revenues of $12 million. All of Cable Exchange's manufacturing is done domestically in either Colorado or California.

The majority of custom assembly houses are small regional companies with $1-5 million in annual sales. They generally have 2-3 major local customers representing 80% of their annual sales. This industry is extremely fragmented and localized.

The majority of the raw material used is manufactured in the U.S. Certain connectors used are manufactured in Japan and Taiwan. To this end we have established vendor relationships with the following primary suppliers:

Quabbin Wire & Cable

Berktek Wire & Cable

Joslyn Sunbank

Alflex Industries

Quality Computer Accessories

Austin Cable has never experienced a short supply of "raw materials" and does not anticipate supply constraints in the future.

Austin Cable is not dependent on any one client as no client accounts for more than 10% of its annual sales revenue.

Austin Cable has no patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts in effect.

We do not require government approval for any of the products or services we provide. There is no anticipation of probable governmental regulations on the business in the future as well.

There are no effects of existing governmental regulations currently, nor do we anticipate any in the future.

In the last two fiscal years we have spent no money at all on research and development.

We do not have any costs associated with complying with environmental laws (federal, state or local).

Besides our subsidiary, we have only one full-time employee, that being our President and CEO Timothy T. Page. Austin Cable currently has 17 full-time employees, three located in our headquarters in Austin, Texas and 14 working at our manufacturing facility in San Luis Potosi, Mexico. We have not yet engaged in staffing our planned manufacturing facility in Matamores, Mexico.

Item 2. Management's Discussion and Analysis or Plan of Operation

Plan of Operation and Management's Discussion and Analysis of Financial Condition and Results of Operations

Full fiscal years:

RESULTS OF OPERATIONS

Telecomm.com's current financial condition is poor. Revenues for the year ended December 31, 2001 were $229,814, a decrease of approximately 90% over revenues of $2,234,817 for the year ended December 31, 2000. This decrease is primarily due to the downturn experienced in the economy during 2001. In addition, on January 5^th, 2001, Austin Cable's largest customer, Anicom, declared bankruptcy, leaving Austin Cable with bad debts totaling $892,000. This has been reflected in the audited financials for the year ended 2000. (Also see auditor's notes.) Anicom accounted for over $1 million in net revenues during the same period for 2000. Management is aggressively looking at ways to replace the loss of revenues previously earned from Anicom but is having difficulty due to a lack of working capital. Management believes that the replacement of revenues will come from the acquisition of other assembly companies. To this end, management continues to engage in acquisition and merger discussions with prospective candidates. Prospects for the future, therefore, will likely continue to be poor for Telecomm.com unless acquisitions of competitor assembly houses as discussed earlier occur, at which point prospects for the future of Telecomm.com will likely improve substantially.

Gross loss for the year ended December 31, 2001 was $104,007. For the corresponding period in 2000, Telecomm.com earned a gross profit of $562,924 or 25.2% of sales. This change is primarily attributable to the Anicom bankruptcy and corresponding write off of obsolete inventory.

General and administrative costs were $904,490 or 394%of sales for the year ended December 31, 2001 as compared to $947,091 or 42.4%of sales for the same period in 2000. The 2001 figures include a figure for bad debts of $538,458, as a result of the bankruptcy mentioned above. During the year 2000, we wrote off goodwill of $625,650 which we deemed to be impaired as a result of the bankruptcy mentioned above. For the same period in 2001, we wrote off $15,835 as impairment of assets acquired.

Interest expense for the year ended December 31, 2001 was $5,957 down from $38,039 in the same period of 2000. This decrease was due to lower interest rates and the paying off of our line of credit with our primary bank. At the end of 2001, we had no bank borrowings with any financial institutions.

As mentioned above, during the year 2001, we abandoned our ownership of the Mexican subsidiary, TIC, due to our lack of control over the operations and TIC's recorded loss of $408,149 for 2001. For the same period in 2000, we recorded a loss from TIC of $372,861. In addition to these losses, we recorded a gain of $322,956 for the year ended 2001, as a result of the abandonment of TIC.

Net loss for the year ended December 31, 2001 was $1,108,377, compared to a loss of $1,432,064 for the same period in 2000. This decreased loss is primarily attributable to the cancellation of debt and the gain on abandonment of TIC.

GOING CONCERN

Telecomm.com significantly reduced its operations in early 2002. For the years ended December 31, 2001 and 2000, Telecomm incurred losses totaling $1,108,377 and $1,432,064, respectively, and at December 31, 2001 had an accumulated deficit of $2,864,520. Because of these recurring losses, Telecomm.com will require additional working capital to develop and/or renew its business operations.

Telecomm.com intends to raise additional working capital either through private placement offerings such as those pursuant to Rule 506 of Regulation D of the Securities Act of 1933, public offerings such as those pursuant to Rule 504 of Regulation D of the Securities Act of 1933, or through bank loans. As of March 4, 2002, Telecomm.com is in discussions with several investors regarding financing; however, no agreements have been reached. Telecomm.com is also identifying merger and/or acquisition candidates; however, no acquisition or merger agreements have been signed as of yet.

There are no assurances that Telecomm.com will be able either (1) to increase its operations and achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placements, public offerings and/or bank financing necessary to support Telecomm's working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, Telecomm.com will have to raise additional working capital. And no assurance can be given that additional financing will be available, or if available, will be on terms acceptable to Telecomm. If adequate working capital is not available, Telecomm.com may not increase its operations.

These conditions raise substantial doubt about Telecomm.com's ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should Telecomm.com be unable to continue as a going concern.

FUTURE PLAN OF OPERATIONS

Telecomm.com's plan of operations over the next 12 months will be to identify and enter into negotiations to acquire up to six assembly companies in the major metropolitan areas of Texas. Management has already begun preliminary discussions with two companies in the Dallas/Ft. Worth area and two companies in the Austin area. This plan of acquisition is particularly critical in overcoming Telecomm.com's present financial difficulties. To date, no acquisition or merger agreements have been signed. In order to mitigate the effects of the losses incurred in previous years, Telecomm.com has greatly reduced its overhead and hopes to overcome the going concern doubts raised by its auditors. However, without an infusion of capital and additional revenues, the substantial doubt surrounding Telecomm.com's ability to continue as a going concern will likely remain. Although management believes its present discussions with acquisition targets will result in at least one successful acquisition, nevertheless a primary incentive for these candidates to allow themselves to be acquired is the access to additional working capital, which Telecomm.com at this time does not have.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2001 we had cash and cash equivalents of $3,925. During August of 2001, we repaid our outstanding bank loans totaling $90,000 and now have no short or long term bank loans. We will require additional funding during the next 12 months to finance the growth of our current operations and achieve our strategic objectives. We are actively pursuing increases to cash flows and additional sources of financing and believe that such increases and additional financing will generate sufficient cash flow to fund our operations through 2003. However we cannot make any assurances that such matters will be successfully consummated.

Management believes that Telecomm.com will require additional funding of at least $100,000 to satisfy its cash requirements over the next 12 months, in addition to the revenues presently being generated. Management hopes to raise these additional funds from private placements and additional shareholder loans. These additional funds assume that revenues and costs remain at the present level.

We are currently generating limited sources of liquidity from internally generated sales. In order to expand into new areas of the assembly business and to acquire companies within its industry, however, we will need to secure external funds from various sources.

We have no material commitments for capital expenditures at this time. However, this will likely change should Telecomm.com be successful in its quest to acquire or merge with other assembly companies, in which case Telecomm.com will need funds to cover legal and administrative costs associated with the acquisition(s) or merger(s). Funds for these costs will have to come from future private placement offerings such as those pursuant to Rule 506 of Regulation D of the Securities Act of 1933, public offerings such as those pursuant to Rule 504 of Regulation D of the Securities Act of 1933, or through bank loans.

There has been a general slowdown in the high tech industry, which has greatly affected Austin Cable's sales for the year 2001 through a general reduction in sales as well as bankruptcies declared by major customers such as Anicom, described above. This general slowdown in the industry may continue, and thereby may continue to negatively impact Austin Cable's sales in the future.

There are no significant elements of income or loss that arise from Telecomm.com's continuing operations.

We have no seasonal aspects that could cause an effect on our financial condition.

Interim periods:

Revenues for the 6 months ended June 30, 2002 were $129,674, a decrease of approximately 3.3% over revenues of $134,108 for the 6 months ended June 30, 2001. This decrease is due to an upturn in sales for the first three months of the year and then a stronger downturn in sales during the most recent quarter.

Gross profit for the 6 months ended June 30, 2002 was $43,117 or 33.3% of sales. The corresponding period for 2001 was $22,089 or 16.5% of sales. The increase in gross profit is attributable to cost cuts and efficiencies.

General and administrative costs for the 6 months ended June 30, 2002 were $145,112 or 111.9% of sales, compared to $751,301 or 650.2%of sales for the same period of 2001. The decrease in general and administrative costs is attributable to the overall cost cuts within Telecomm.com.

Interest expense for the 6-month period ended June 30, 2002 was $4,913 compared to $2,580 for the same period in 2001. This increase is attributable to the conversion of certain payables into long-term convertible notes with 6% interest per annum.

For the 6 months ended June 30, 2002 Telecomm.com had a net loss of $113,078 compared to a loss of $942,580 for the same period in 2001. Again, the decrease in loss is attributable to the overall costs cutting efforts of the Company.

Item 3. Description of Property

We do not own any real estate at this time.

We have no investment policies.

We have no investments in real estate of any kind.

We own no real estate mortgages.

Description of Real Estate and Operating Data.

Outside of our subsidiary, we do not own or lease any property. However, Austin Cable leases the following space:

2600 Longhorn Blvd. #112

Austin, TX 78758

The above address is office and warehouse space totaling 5,000 sq. feet. The lease is through December 31, 2002, and the monthly rent has been waived in full by the owners of the space, Innovatech Services through the duration of the current lease.

Both of Austin Cable's Mexican manufacturing facilities are leased and are described as follows:

1.) San Luis Potosi

Manuel Muro 710A

Colonia San Luis

San Luis Potosi, SLP

MEXICO

Office and warehouse space: 2,600 sq. feet. The lease is month-to-month and the monthly rent is US$460.

2.) Matamoros

Ave. del Obrero, #3

Parque Industrial de Norte

H. Matamoros, Tamps

MEXICO

[Occupation scheduled to begin in December 2002]

Office and production space: 25,000 sq. feet. The sub-lease is through May 31, 2003, and the rent is charged hourly; that is, for every hour we are in production at the facility we are charged by the primary lessee US$4.00 per worker we employ. This $4 per production hour per worker figure includes permanent, round-the-clock space at the facility for our raw materials, final product, some office space and other storage space. Additionally, we are afforded by the primary lessee of the Matamoros facility some warehouse space in Brownsville, Texas, which will serve as a via and temporary drop-off point for raw material destined for the Matamoros facility, as well as final product destined for the marketplace. Depending on results from operations at this facility, Telecomm may or may not renew this lease.

Item 4. Security Ownership of Certain Beneficial Owners and Managers

Below is a table showing all persons including any group who is known to the Company to be the beneficial owner of more than 5% of any class of the Company's voting securities.

(see footnotes, below)

As of the most recent date, below are listed shares beneficially owned by all directors and nominees, including those shares subject to options:

*Footnotes:

The following table represents options:

(1) These are current shareholders who have either advanced moneys to the Company or have converted unpaid compensation.

We are not making any arrangements that may result in a change in control of the Company.

The following table represents convertible notes, all of which are interest bearing in the second year at 6% interest.

(2) These are Vendors who have agreed to convert their unpaid payables into convertible loans.

There are no voting trusts.

Item 5. Directors and Executive Officers, Promoters and Control Persons

Identify directors and executive officers.

Below are the names and ages of all Directors and executive Officers and all persons nominated or chosen to become such.

The positions and offices that each person holds are listed.

The person's term of office as a director and the period during which the person has served is also listed.

Each officer/director's business experience during the past five years is listed.

No director holds a position as a director in other companies.

There are no Key Employees who are expected to make significant contributions to the Company who are not executive officers.

There are no family relationships among the directors, executive officers, or persons nominated or chosen by the Company to be directors or executive officers.

Involvement in Certain Legal Proceedings.

No director, executive officer, promoter or control person of the Company has been involved in any petitions for bankruptcy filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

There are no criminal convictions or pending criminal proceedings against the above persons.

There are no orders, judgments or decrees limiting their activity in any type of business, securities or banking activities.

No officer, director or employee has been involved in civil litigation in a securities matter or has been found to have violated Securities or Commodities Future Trading laws.

Item 6. Executive Compensation

Summary Compensation Table.

The directors/executive officers receive compensation for holding their offices. The amount received for the last completed fiscal year is set out below.

Persons covered:

* per the terms of his employment contract, Tim Page was entitled to receive $150,000 as salary in 2001; instead, Mr. Page has delayed his salary and now has the right to either claim his salary or convert the value of his salary into common stock of Telecomm.com at a strike price of 2 cents per share.

** per the terms of his employment contract, Tim Page was entitled to receive $150,000 as salary in 2000; instead, Mr. Page took only $5,750 of his salary and now has the right to either claim the remainder of his salary or convert the value of his salary into common stock of Telecomm.com at a strike price of 2 cents per share.

***resigned - 12/31/00

**** Jesus Aguirre was removed as COO and as a Director on April 11, 2002

***** Amador Najera was removed as Director of Sales on April 11, 2002

There were no transactions between Telecomm.com and a third party where the primary purpose of the transaction is to furnish compensation to a named executive officer.

Option/SAR Grants Table.

Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table.

The following table sets forth certain information about option exercises during fiscal 2001 by the Named Executive Officers and the value of their unexercised options at the end of the year.

* These option shares were rescinded after Mr. Aguirre was removed as COO and as a director in 2002

Item 7. Certain Relationships and Related Transactions

Below are description of any transactions during the last two years, or proposed transactions to which TELECOMM.COM, INC. was or is to be a party, in which any of the following persons had or is to have a direct or indirect material interest in the transaction, and the amount of such interest:

* Father of Jesus Aquirre

** Janan Page is Tim Page's spouse

*** Power Plus, Inc. is owned by Janan Page

**** Mr. Aguirre was removed as COO and as a Director in 2002

We have no parent companies.

Transactions with Promoters.

Below are the names of the promoters, the nature and amount of anything of value (including money, property, contracts, options or rights of any kind) received or to be received by each promoter, directly or indirectly, from TELECOMM.COM, INC.:

There are no assets that were acquired or are to be acquired from a promoter.

Item 8. Description of Securities

Common or Preferred Stock.

We are not offering common equity at this time. We have no preferred stock to offer.

Debt Securities.

We are not offering any debt securities at this time.

PART II

Item 1. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters.

Market Information

The principal market or markets where the TELECOMM.COM, INC common equity is traded is the OTC Pink Sheets.

The high and low sales prices for each quarter within the last two fiscal years and any subsequent interim period for which financial statements are required are as follows:

Holders

The number of shareholders of common class of stock is as follows:

Only one class of stock...... Common

Dividends

There have been no dividends declared on the common equity for the last two fiscal years and in any subsequent period.

Item 2. Legal Proceedings

We are not a party to any pending legal proceeding which involves a claim for damages above 10% of our current assets, nor are we involved in any pending legal proceeding which does not involve routine litigation incidental to the business.

Item 3. Changes In and Disagreements With Accountants on Accounting and Financial Disclosures

We have not had changes in nor any disagreements with our accountants at any time.

Item 4. Recent Sales of Unregistered Securities

There have been no recent sales of unregistered securities.

Item 5. Indemnification of Directors and Officers

We indemnify our Officers and Directors by specifically providing, in Article IX of our bylaws, indemnification protection for our Officers and Directors and employees. However, we do not carry Directors or Officers insurance.

PART F/S

Please see audited financial statements, attached.

INDEPENDENT AUDITORS' REPORT

To the Board of Directors

Telecomm.com, Inc.

Austin, Texas

We have audited the accompanying consolidated balance sheet of Telecomm.com, Inc. as of December 31, 2001, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for each of the two years then ended. These consolidated financial statements are the responsibility of Telecomm's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Telecomm.com, Inc. as of December 31, 2001, and the results of its operations and its cash flows for each of the two years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that Telecomm will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, Telecomm has significantly reduced its operations in early 2002, and has incurred losses for the years ended December 31, 2001 and 2000 totaling $1,120,291 and $1,432,063 respectively, and at December 31, 2001 had a capital deficit of $1,825,217. Telecomm will require additional working capital to develop its business until Telecomm either achieves a level of revenues adequate to generate sufficient cash flows from operations. These conditions raise substantial doubt about Telecomm's ability to continue as a going concern. Management's plans in regard to this matter are also described in Note 3. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

As discussed in Note 2, the December 31, 2002 Financial Statements have been restated to reflect matters that came to our attention subsequent to March 4, 2002.

Malone & Bailey, PLLC

www.malone-bailey.com

Houston, Texas

March 4, 2002, except for Note 2, as to which the date is October 9, 2002.

TELECOMM.COM, INC.

CONSOLIDATED BALANCE SHEET (Restated)

December 31, 2001

See accompanying summary of accounting policies and notes to financial statements.


TELECOMM.COM, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (Restated)

See accompanying summary of accounting policies and notes to financial statements.

TELECOMM.COM, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Restated)

For the Years Ended December 31, 2000 and 2001

See accompanying summary of accounting policies and notes to financial statements.

TELECOMM.COM, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Restated)

See accompanying summary of accounting policies and notes to financial statements.

TELECOMM.COM, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF ACCOUNTING POLICIES

Telecomm.com, Inc. ("Telecomm") was incorporated in July 1999 under the laws of the state of Delaware. Telecomm is engaged in the design and integration of systems for data and telecommunications in Mexico for customers throughout the United States and Mexico. Telecomm is also engaged in the business of manufacturing copper and fiber optic specialty custom cabling in Mexico for distribution in the United States and Mexico. In September 2001, Telecomm abandoned its ownership of its subsidiary in Mexico and is continuing its other operations as a cable assembly house. Telecomm is in the process of identifying candidates to acquire or to merge with to expand its operations of manufacturing copper and fiber optic specialty custom cabling.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Telecomm and its wholly-owned subsidiary Cable Capital & Wire, Inc. (d.b.a Austin Cable & Wire), ("Austin Cable") a Texas Corporation and its wholly owned subsidiary TIC Cables Electronica y Suministros, S.A. de C.V. ("TIC") through September 6, 2001. All significant intercompany balances and transactions have been eliminated in consolidation.

Telecomm consolidated its foreign subsidiary TIC Cables Electronica y Suministros, S.A. de C.V., a Mexican corporation through September 6, 2001 at which time the Board of Directors voted to abandon its ownership of TIC and recover 6,800,000 shares of common stock issued in connection with the acquisition of TIC. TIC is engaged in the design and integration of systems for data and telecommunications in Mexico. Accordingly, the results of TIC's operations are shown presented as discontinued operations.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet. Actual results could differ from those estimates.

Cash Equivalents

Cash equivalents include highly liquid, temporary cash investments having original maturity dates of three months or less. For reporting purposes, such cash equivalents are stated at cost plus accrued interest which approximates fair value.

Inventories

Inventories are valued at the lower of cost or market. Cost is determined by using the average cost method. Inventories consist primarily of cable wiring and accessories.

Foreign Currency

Telecomm's foreign subsidiary has the U.S. dollar designated as it's functional currency. Financial statements of these foreign subsidiaries are remeasured to U.S. dollars for consolidation purposes using current rates of exchange for monetary assets and liabilities and historical rates of exchange for nonmonetary assets and related elements of expense. Revenue and other expense elements are remeasured at rates that approximate the rates in effect on the transaction dates. Remeasurement gains and losses are included in other income and expense.

Long-lived Assets

Property and equipment are stated at cost less accumulated depreciation. Major renewals and improvements are capitalized; minor replacements, maintenance and repairs are charged to current operations. Depreciation is computed by applying the straight-line method over the estimated useful lives of machinery and equipment (five years). Leasehold improvements are amortized over the shorter of the useful life of the improvement or the life of the related lease. Telecomm performs reviews for the impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Goodwill

Goodwill is related to the value of a company acquired. The cost of the goodwill was being amortized on a straight-line basis over its estimated life of ten years. Goodwill is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. During January 2001, Telecomm's largest customer Anicom, Inc. filed bankruptcy. The acquired company had a seven year contract with Anicom, Inc. Accordingly, Telecomm recorded an impairment charge of $15,835 and $625,650 during the years ended December 31, 2001 and 2000, respectively. The majority of the impairment was goodwill.

Revenue Recognition

Telecomm recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectibility is probable. Generally, these criteria are met at the time product is shipped. Telecomm provides for the estimated cost of product warranties upon shipment. Shipping and handling costs are included in cost of goods sold.

Income Taxes

Telecomm accounts for income taxes under the asset and liability approach. The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Telecomm records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized.

Stock-Based Compensation

Telecomm accounts for stock-based compensation under the intrinsic value method. Under this method, Telecomm recognizes no compensation expense for stock options granted when the number of underlying shares is known and exercise price of the option is greater than or equal to the fair market value of the stock on the date of grant.

Basic Loss Per Share

Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.

Recent Accounting Pronouncements

Telecomm does not expect the adoption of recently issued accounting pronouncements to have a significant impact on Telecomm's results of operations, financial position or cash flow.

NOTE 2 - Restatement

In March 2001, Telecomm approved various consulting agreements and issued 1,478,000 shares of common stock, among other compensation, for services to be rendered to Telecomm from April 2001 through April 2002. The shares were originally valued at $0.01 per share. The price on the date of grant was $.25 per share or $369,500. General and administrative expenses has been increased by $354,720 and restated to $904,490 from $549,770. The accumulated deficit was increased to $2,864,520 from an accumulated deficit of $2,509,800.

Telecomm is in the process of obtaining the common shares issued to Jesus Aguirre in connection with the acquisition of TIC, accordingly, Telecomm has deferred the gain on the planned disposition of TIC. When Telecomm receives those shares and returns the shares of TIC to Mr. Aguirre, it will record the gain. Telecomm originally recorded a gain on the disposition of TIC of $322,956. The gain has been reversed and the accumulated deficit has been increased to $3,187,476 from $2,864,520.

NOTE 3 - Discontinued Operations

In September 2001, Telecomm effectively abandoned its ownership of TIC and deferred a gain of $322,956. As stated above, when the Telecomm shares are received for the TIC shares, the gain will be recognized. TIC is engaged in the design and integration of systems for data and telecommunications in Mexico for customers throughout the United States and Mexico. Telecomm originally acquired TIC in November 1999 and issued 200,000 shares of common stock for 99.99% of the stock of TIC plus a note receivable of $70,500. The note receivable was non-interest bearing and did not specify a due date. Telecomm is in the process of canceling the shares and the note receivable.

TIC's revenues for the period ended September 6, 2001 and for the year ended December 31, 2000 were $3,527,935 and $5,142,750, respectively. Net loss from operations for the period ended September 6, 2001 and for the year ended December 31, 2000 were $408,149 and $300,721, net of income tax benefit of $0 and $39,323, respectively.

There are no remaining assets of TIC as of December 31, 2001.

NOTE 4 - Going Concern

Telecomm has significantly reduced its operations in early 2002. For the years ended December 31, 2001 and 2000, Telecomm incurred losses totaling $765,571 and $1,432,064, respectively, and at December 31, 2001 had a capital deficit of $1,825,217. Because of these recurring losses, Telecomm will require additional working capital to develop and/or renew its business operations.

Telecomm intends to raise additional working capital either through private placements, public offerings and/or bank financing. As of March 4, 2002, Telecomm is in discussions with several investors, however no definitive agreements have been reached. Telecomm is also identifying merger and/or acquisition candidates. As of March 4, 2002, no acquisition or merger agreements have been closed.

There are no assurances that Telecomm will be able to either (1) increase its operations and achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support Telecomm's working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, Telecomm will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to Telecomm. If adequate working capital is not available Telecomm may not increase its operations.

These conditions raise substantial doubt about Telecomm's ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should Telecomm be unable to continue as a going concern.

NOTE 5 - Property and Equipment

Property and equipment consisted of the following at December 31:

Depreciation expense totaled $13,480 and $20,018 in 2001 and 2000, respectively.

NOTE 6 - Major Customer

In 2000, Telecomm had one customer that accounted for more than 10% of net sales, and this customer accounted for 45% of net sales for the year ended December 31, 2000. No customer accounted for more than 10% of net sales for the year ended December 31, 2001.

NOTE 7 - Notes Payable

Telecomm has notes payable totaling $109,437 due to various vendors. The notes payable bear interest at 6% and are due on August 1, 2004. These notes are unsecured.

NOTE 8 - NOTES PAYABLE - RELATED PARTIES

Telecomm has notes payable totaling $46,000 due to various shareholders. The notes bear interest at 8% to 14% and are unsecured and past due as of December 31, 2001.

NOTE 9 - DUE TO SHAREHOLDERS

Telecomm has received advances from various shareholders totaling $222,258 as of December 31, 2001. The advances are payable upon demand.

NOTE 10- STOCKHOLDERS' EQUITY

On March 23, 2001, Telecomm approved various consulting agreements and issued 1,478,000 shares of common stock, among other compensation, for services to be rendered to Telecomm from April 2001 through April 2002. The shares were valued at $.25 per share or $369,500 or the fair value of the services performed.

NOTE 11 - INCOME TAXES

For the years ended December 31, 2001 and 2000, Telecomm incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $2,200,000 at December 31, 2001, and will expire in the years 2019 through 2021.

Deferred income taxes consist of the following at December 31,:

NOTE 12 - EMPLOYEE STOCK PLANS

In December 1999, Telecomm adopted the Stock Option Plan ("Plan") for its employees. Options issued will generally be granted at no less than 80% of the fair market value of the common stock at the date of grant. Telecomm has reserved 5,000,000 shares of common stock under the plan.

In December 1999, Telecomm adopted the Directors' Stock Option Plan ("Directors Plan") for its non-employee directors. Options issued will generally be granted at no less than 80% of the fair market value of the common stock at the date of grant. Telecomm has reserved 1,500,000 shares of common stock under the plan.

A summary of Telecomm's stock option plans for the years ended December 31, 2001 and 2000 is presented below:

The following table summarizes information about stock options outstanding at December 31, 2001:

SFAS 123 requires Telecomm to provide pro forma information regarding net loss applicable to common stockholders and loss per share as if compensation cost for Telecomm's stock options granted had been determined in accordance with the fair value based method prescribed in that Statement. Telecomm estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in 2001 and 2000:

Under the accounting provisions of SFAS No. 123, Telecomm's net loss applicable to common stockholders and loss per share would have been revised to the pro forma amounts indicated below:

Telecomm issued options to the former shareholders of Austin Cable & Wire to acquire 100,000 shares of common stock at an exercise price of $5.00 per share. The options expire in August 2004.

NOTE 13 - Commitments and Contingencies

Telecomm had leased its office and warehouse facilities under an operating lease through August 31, 2001. Currently, there are no future lease payments. An officer has provided office services without charge. Such costs are immaterial to the financial statements and accordingly are not reflected herein.

Rent expense was $25,235 and $142,200 for the years ending December 31, 2001 and 2000, respectively.

In December 1999, Telecomm entered into an employment agreement with the Chairman of the Board and Chief Executive Officer of Telecomm. The seven year agreement provides for an annual salary of $150,000, plus incentives and certain employee benefits, as defined by the agreement. The agreement also provides for a bonus based on gross sales increases.

Telecomm is a defendant to certain litigation arising from the acquisition of Austin Cable and certain debts of Austin Cable. Telecomm is attempting to resolve these matters. Telecomm has recorded all debts and believes the resolution of these matters will not have a material effect on the financial statements of Telecomm.

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10SB12G/A’ Filing		Date		Other Filings
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		5/31/03
Filed as of:		2/6/03
Filed on:		2/5/03
		12/31/02		10KSB,  10SB12G/A,  NT 10-K
		10/9/02
		6/30/02
		4/11/02
		3/4/02
		12/31/01
		9/6/01
		8/31/01
		7/26/01
		6/30/01
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