Telecomm Sales Network Announces the Acquisition of EnviroSystems, Inc.

On January 10, 2006 , Telecomm Sales Network, Inc. (“Telecomm” or the “Company”) completed the acquisition of EnviroSystems, Inc. (“EnviroSystems”) in a reverse merger transaction (the “Merger”) pursuant to an Agreement and Plan of Merger dated as of November 11, 2005 , as amended (the “Merger Agreement”), by and among Telecomm, TSN Acquisition Corporation (“TAC”), and EnviroSystems.  TAC is a wholly owned subsidiary of EnviroSystems Holdings, Inc. (“Holdings”) and Holdings is a wholly owned subsidiary of Telecomm.  Both Holdings and TAC were incorporated to effectuate the Merger.  Effective at the closing of the Merger (i) TAC merged with and into EnviroSystems, with EnviroSystems as the surviving corporation, (ii) EnviroSystems became an indirect, wholly-owned subsidiary of Telecomm and (iii) Telecomm ceased its prior business and going forward its sole business became that of EnviroSystems.

Pursuant to the Merger Agreement, all of EnviroSystems preferred stock and all options and warrants to acquire EnviroSystems preferred stock were converted into the right to receive an aggregate of 6,400,000 shares of Telecomm common stock, $.0001 par value per share (the “Common Stock”).    The shares of Common Stock issued in the Merger were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”) provided under Section 4(2) of the Act and Rule 506 promulgated thereunder. 

Concurrent with the closing of the Merger, Telecomm sold 4,250,000 shares of its Common Stock in a private placement to accredited investors at a price of $2.00 per share for aggregate gross proceeds of $8,500,000 (the “Offering”).  The shares of Common Stock sold in the Offering were issued pursuant to the exemption from registration provided under Section 4(2) and Regulation 506 of the Act. 

In connection with the Offering, Telecomm paid to Selling Agents (i) a fee equal to ten (10%) percent of the aggregate purchase price of the shares of Common Stock sold in the Offering and (ii) warrants (the “Agent Warrants”) to purchase up to that number of shares of Common Stock equal to fifteen (15%) percent of the shares of Common Stock sold in the Offering.  The Agent Warrants are exercisable for a four year period at a price per share equal to $2.50 per share.

Upon closing of the Merger and the Offering (the “Closing”), Telecomm had 16,000,000 shares of Common Stock issued and outstanding with holders of the outstanding shares of Common Stock, immediately prior to the Closing holding approximately 33% of the outstanding Common Stock, the EnviroSystems preferred shareholders holding approximately 40% of the outstanding Common Stock and the purchasers in the Offering holding approximately 27% of the outstanding Common Stock.

Pursuant to the terms of an Escrow and Lock-Up Agreement, dated as of January 10, 2006, all 6,400,000 shares of Common Stock issued to the EnviroSystems preferred shareholders in the Merger are subject to a lock-up and will be held in escrow (the “Escrow Shares”) for a period equal to the longer of 12 months following the Closing and 9 months after the effective date of a registration statement covering the resale of the shares of Common Stock sold in the Offering, provided, that such lock-up period shall not exceed the date 15 months from the Closing.  The Escrow Shares will be used to secure indemnification obligations of EnviroSystems shareholders to the Company under the Merger Agreement.  The Escrow Shares are also subject to earlier release in certain instances.

In connection with the Merger, William Sarine and Tony Summerlin each resigned from our Board of Directors and from all offices they held with us and J. Lloyd Breedlove , Steve Hoelscher , Stephen A. Schneider, Jeffrey Connally and Charles Cottrell were appointed to Telecomm’s Board of Directors .  In addition, J. Lloyd Breedlove was appointed as President and Chief Executive Officer and Steve Hoelscher as Chief Financial Officer, Treasurer and Secretary.  As a result of the foregoing, our Board of Directors now consists of the above five persons.  For certain biographical and other information regarding newly appointed officers and directors, see the disclosure under “Directors and Executive Officers” in this Report.

The foregoing description of the Merger Agreement is qualified in its entirety by the full text of the Merger Agreement filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2005 .  The foregoing description of the Escrow and Lock-Up Agreement is qualified in its entirety by the full text of the agreement filed as Exhibit 10.5 hereto. 

FORM 10-SB DISCLOSURE

Prior to closing of the Merger, Telecomm was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) immediately prior to change in control effected by the Merger.  Accordingly, set forth below is the information that would be required if Telecomm were filing a general form for registration of securities on Form 10-SB under the Exchange Act.

explanatory note

Unless otherwise indicated or the context otherwise requires, all references below in this Current Report on Form 8-K to "we," "us" and the "Company" are to Telecomm Sales Network, Inc. a Delaware corporation, together with its indirect wholly-owned subsidiary, EnviroSystems, Inc., a Nevada corporation. Specific discussions or comments relating only to Telecomm Sales Network prior to the Merger will reference “Telecomm,” those relating only to EnviroSystems, Inc. will reference “EnviroSystems.”

Description of BUSINESS

Telecomm

Telecomm is a development stage company, incorporated in the State of Delaware in August 2004, with no material assets and/or operations.  Its sole business was to provide sales channel and marketing consulting support services to telecommunications companies.  Prior to the Merger, Telecomm conducted no activities except for formulating a business plan and fundraising activities.  Upon the closing of the Merger, Telecomm’s indirect wholly owned subsidiary TAC merged with and into EnviroSystems, with EnviroSystems as the surviving corporation and Telecomm ceased its prior business and its sole business became that of EnviroSystems, Inc.

EnviroSystems

EnviroSystems was incorporated in the state of Nevada in 1996, its offices are located at 1900 Wyatt Drive, Suite 15 , Santa Clara , California , 95054 and its telephone number is (408) 566-0100.  EnviroSystems’ website address is www.envirosi.com.  Upon consummation of the Merger, Telecomm’s principal executive offices will be located at EnviroSystems’ offices.

EnviroSystems, Inc. (“EnviroSystems” or “ESI”) has developed and has trade secret rights to what we believe to be a unique and proprietary nano-emulsion biocide technology platform that has initially been formulated into a hospital grade hard-surface disinfectant product. This Product, known as EcoTru^® Ready to Use (“EcoTru^® RTU”), effectively kills numerous bacteria, fungi, and viruses, including Hepatitis B and C, HIV, herpes and influenza. In addition to being highly effective as a broad-spectrum disinfectant, EcoTru^® is unique in the market place in that it combines this effectiveness in a product which is non-toxic, non-corrosive, non-flammable and not harmful to the environment.   We believe that EcoTru^® RTU is the only commercial disinfectant registered with the Environmental Protection Agency (the “EPA”) as a Category IV disinfectant with specific EPA registered claims to kill 22 distinct pathogens, including but not limited to, the most virulent and disinfectant resistant pathogens such as  MRSA (Methicillin resistant Staphylococus aureus), VRE (Vancomycin resistant Enterococcus faecalis) and Hepatitis B & C, as well as Herpes Simplex I & II, Legionella pneumophila, and Ecoli (Escherichia coli OH157).

While there are other Category IV disinfectants available on the market, we believe that EcoTru^® is the only non-toxic product which meets the needs of the healthcare, food service, and other markets which require the critical broad-spectrum efficacy of our product.  EcoTru^®’s EPA status allows the product, to be marketed without any toxicity warnings on its label.  We believe the EPA registered efficacy and  safety advantages distinguish EcoTru^® RTU from the myriad of bleaching agents, natural products, and other competing hospital-grade cleaners and disinfectants on the market.  We also believe that ESI’s nano-emulsion technology may be formulated as a sterilant and that it may be developed for use as one or more FDA regulated wound cleansing and topical healing products for various animal and human markets.  

The active biocide ingredient in ESI’s nano-emulsion and in EcoTru^® RTU is parachlorometaxylenol (“PCMX”) which is a broad spectrum biocide that has been available on the market for decades.  ESI has formulated PCMX into a unique nano-emulsion which enables EcoTru^® RTU to deliver minute quantities of PCMX directly to the cellular walls of viruses, bacteria and fungi to quickly destroy them.  The surface of each nano-particle has a negative surface charge that is crucial to the targeting mechanism.  There is an electrostatic attraction between EcoTru^®’s nano-particles and the microbes.  The selective targeting of the microbes by these nano-particles is the basis for EcoTru^®’s efficacy and safety.  Thus, these nano-particles can be described as “smart bombs” designed to deliver biocide to harmful microbial targets.  This direct action allows ESI to use lower concentrations of PCMX, only 0.2% of the total solution, resulting in EcoTru^® products that we believe are highly effective yet safe and non-toxic to users

EcoTru^® RTU liquid is available in 8 ounce and 22 ounce spray containers, one gallon bottles, 5 gallon pails and 55 gallon drums and has a shelf life of 18 months.  EcoTru^® RTU is also currently sold as heavy duty wipes, under the name “EcoTru^® Cleansing Wipes.”  We plan to further develop and test the wipes and register all available additional claims with the EPA.  We intend to market a wipe with similar claims as those for EcoTru^® RTU once EPA registration has been granted.  We intend to apply to register our wipe technology with the EPA as soon as possible.