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
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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)
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Total stockholders' equity 1,615,396 1,471,132 1,160,077 4,246,605
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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
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Gross profit -- 98,573 98,573
General and administrative 312,473 176,876 (45,600)(3) 534,949
Interest expense 11,100 11,100
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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
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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