8-K 1 tvce-8k1q2004.txt TVCE 8K 1Q 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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) May 26, 2004 TVC TELECOM INCORPORATED ------------------------ (Exact name of registrant as specified in its charter) 0-28330 ---------------------- Commission file number Nevada 95-4561156 ---------------------------- ------------------- (State or other jurisdiction (IRS Employer of incorporation) Identification No.) 3550 Biscayne Blvd., Suite 704, Miami, Florida 33137 - ------------------------------------------------------------------------------ (Address of principal executive offices) (Zip Code) 305-572-0575 --------------------------------------------------- (Registrant's telephone number, including area code) TALK VISUAL CORPORATION ----------------------- (Former name or former address, if changed since last report) Item 7. Financial Statements and Exchibits ---------------------------------- (c) Exhibits 99.1 News release issued by TVC Telecom Inc., dated May 26, 2004, entitled "TVC TELECOM REPORTS 1Q RESULTS . . . TEMPORARILY SUSPENDS FILING OF PERIODIC REPORTS TO THE SEC": Company will continue to report periodic financial results at www.tvctelecom.com. Item 12. Results of Operations and Financial Condition --------------------------------------------- On May 26, 2004, TVC Telecom Inc. ("TVCE" issued a news release commenting on its financial results for the first quarter of 2004. The full text of TVCE's news release is furnished herewith as Exhibit 99.1. The information in this Current Report on Form 8-K (including the exhibit) is furnished pursuant to Item 12 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended or the Exchange Act, except as expressly set forth by specific reference in such filing. Forward-Looking Statements -------------------------- Statements in this news release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and any amendments thereto. Material that is forward-looking may contain statements about expected future events and/or financial results that are forward-looking in nature. Editors and investors are cautioned that such forward-looking statements invoke risk and uncertainties that may cause the company's results to differ from such forward-looking statements. These include, but are not limited to, economic, competitive, governmental, technological and other factors discussed in the statements and/or in the company's filings with the Securities and Exchange Commission. 2 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. Date: May 26, 2004 TVC Telecom Incorporated /s/ HARLEY L. ROLLINS ---------------------------- Harley L. Rollins President, Chief Executive Officer and Chief Financial Officer (principal executive officer and principal financial and accounting officer) and Director 3

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): October 27, 2003

TVC TELECOM INCORPORATED

(Exact name of registrant as specified in its charter)

Nevada		0-28330		95-4561156
(State or jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3550 Biscayne Boulevard, Suite 704, Miami, Florida 33137

Address of principal executive offices

305-572-0575

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report.)

Item 2. Acquisition or Disposition of Assets.

Sale of Subsidiary. Effective as of October 27, 2003, the Registrant completed the sale of the net assets of its wholly-owned subsidiary Mundo Express of NY, Ltd., a New York corporation (“Mundo Express”) to Mateo Express, Inc., a privately held New York corporation (“Mateo Express”), in accordance with the terms and conditions of that certain Asset Purchase Agreement, dated October 7, 2003, the form of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Mundo Express, the Registrant’s retail division, operates retail call shops in New York and New Jersey, and is engaged in the business of money transfers by wire, check cashing and related activities and owns the assets associated with that business in eight locations in such states. In addition to the purchase price of $210,000 for all of the assets, properties and rights of Mundo Express relating to its business, Mateo Express and the Registrant entered into a two-year renewable strategic alliance/supplier agreement specifying the Registrant as exclusive supplier of long-distance services.

On October 27, 2003, the Registrant issued a press release announcing the sale of the net assets of Mundo Express of NY, Ltd., the form of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

99.1 Asset Purchase Agreement dated October 7, 2003, by and between TVC Telecom Incorporated and Mateo Express, Inc.

99.2 TVC Telecom Incorporated Press Release, dated October 27, 2003.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TVC TELECOM INCORPORATED By: /s/ Harley L. Rollins Harley L. Rollins, President

Dated: November 5, 2003

EXHIBIT INDEX

Exhibit No.		Description of Document
99.1		Asset Purchase Agreement, dated October 7, 2003, by and between TVC Telecom Incorporated and Mateo Express, Inc.
99.2		TVC Telecom Incorporated Press Release, dated October 27, 2003.

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