<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                For the quarterly period ended December 31, 2002

                                       or

       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

        For the transition period from April 1, 2002 to December 31, 2002
                                       -------------    -----------------

                         Commission file number: 0-11882

                        TELECOMMUNICATION PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

               Colorado                                       84-0916299
   (State or other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                        Identification No.)


          9171 Wilshire Blvd., Suite B, Beverly Hills, California 90210
                    (address of principal executive offices)

       Registrant's telephone number, including area code: (310) 281-2571

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days. Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 16,723,805 shares of common
stock, no par value per share, as of December 31, 2002.

                                       9
<PAGE>

PART I -- FINANCIAL INFORMATION

  ITEM 1 -- Financial Statements

    Balance Sheets (Unaudited) as of  December 31, 2002 and
    March 31, 2002..........................................................  3

    Statements of Operations (Unaudited) for the Three Months
    Ended  December 31, 2002 and December 31, 2001..........................  4

    Statements of Operations (Unaudited) for the Nine Months
    Ended December 31, 2002 and December 31, 2001...........................  5

    Statements of Stockholders' Deficiency (Unaudited) for the
    Nine Months Ended December 31, 2002.....................................  6

    Statement of Cash Flows (Unaudited) for the Nine Months Ended
    December 31, 2002 and 2001..............................................  7

    Notes to Financial Statements (Unaudited)...............................  8


  ITEM 2 -- Management's Discussion and Analysis of Financial
            Condition and Results of Operations.............................  9


PART II -- Other Information

  ITEM 1 -- Legal Proceedings............................................... 12
  ITEM 2 -- Changes in Securities........................................... 12
  ITEM 3 -- Defaults upon Senior Securities................................. 12
  ITEM 4 -- Submission of Matters to a Vote of Security Holders............. 12
  ITEM 5 -- Other Information............................................... 12
  ITEM 6 -- Exhibits and Reports on Form 8-K................................ 12

Signatures.................................................................. 13


                                       2
<PAGE>
<TABLE>

ITEM 1 - FINANCIAL STATEMENTS

                             TELECOMMUNICATION PRODUCTS, INC.
                                BALANCE SHEETS (Unaudited)

<CAPTION>

ASSETS                                                       December 31, 2002  March 31, 2002
------                                                       -----------------  --------------
<S>                                                            <C>               <C>
CURRENT ASSETS
Cash                                                           $        --       $        --
Accounts receivable                                            $        --       $   112,305
                                                               ------------      ------------
Total current assets                                           $        --       $   112,305
                                                               ------------      ------------

PROPERTY AND EQUIPMENT (Note 1 and 3)

Net Equipment, net                                             $    20,837       $    26,030
                                                               ------------      ------------

Other assets                                                   $    60,812       $    60,812
                                                               ------------      ------------

TOTAL ASSETS                                                   $    81,649       $   199,147
                                                               ============      ============

LIABILITIES AND STOCKOLDERS' EQUITY
-----------------------------------
CURRENT LIABILITIES
Accounts payable and accruals:                                 $   145,957       $ 1,350,703
                                                               ------------      ------------
Loan payable                                                   $    50,000                --
                                                               ------------      ------------
Total current Liabilities                                      $   195,957       $ 1,350,703
                                                               ------------      ------------

LONG TERM DEBT Bond payable                                    $   175,000                --
                                                               ------------      ------------



STOCKHOLDERS' DEFICIENCY (Note 3)
Preferred stock non voting $1 par value: 50,000,000
shares authorized, 800,000 shares issued;                      $   800,000                --
Common stock no par value: 100,000,000 shares authorized;
16,723,805 shares issued and 16,373,805 shares
outstanding (Note 3)                                           $ 1,323,244       $ 1,234,244
Accummulated deficit                                           $(2,412,552)      $(2,386,300)
Treasury Stock
10,000,000 share

Total stockholders' equity                                     $  (289,308)      $(1,151,556)
                                                               ------------      ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQIUTY                                           $    81,649       $   199,147
                                                               ============      ============

See notes to financial statements

</TABLE>

                                       3
<PAGE>

                        TELECOMMUNICATION PRODUCTS, INC.
                             STATEMENT OF OPERATIONS
                                  (Unaudited)



                                               Three Months Ended:
                                        December 31, 2002   December 30, 2001
                                        -----------------  -----------------
REVENUES
Net sales
Other income (Note 1)
Total revenues

EXPENSES
Cost of sales                             $        -0-       $         --
Research and development                  $        -0-       $         --
Selling, general and admin (Note 2)       $    245,290       $     60,255

Foreign current translation                         --                588
                                          -------------      -------------
Total expenses                            $    245,290       $     60,843
                                          -------------      -------------

NET INCOME (LOSS)                         $   (245,290)      $    (60,843)
                                          =============      =============

Basic and diluted earnings per share
(Notes 3 & 4)
Net income (loss)                         $      (.012)      $      (.003)
                                          =============      =============

WEIGHTED-AVERAGE COMMON SHARES
OUTSTANDING (Note 4)                        19,660,000         23,122,685



See notes to financial statements


                                       4
<PAGE>

                        TELECOMMUNICATION PRODUCTS, INC.
                            STATEMENT OF OPERATIONS
                                  (Unaudited)

                                                 Nine Months Ended:
                                        December 31, 2002   December 30, 2001
                                        -----------------  -----------------

REVENUES
Net sales
Other income (Note 1)
Total revenues

EXPENSES
Cost of sales                             $        -0-       $         --
Research and development                  $     24,500       $         --
Selling, general and admin (Note 2)       $    387,687       $    180,765
Foreign current translation                         --              1,764
                                          -------------      -------------

Total expenses                            $    412,187       $    182,529
                                          -------------      -------------

LOSS BEFORE EXTRAORDINARY ITEM                (412,187)          (182,529)

Extraordinary item - extinguishments
of debt                                   $    385,935                 --

NET INCOME (LOSS)                         $    (26,252)      $   (182,529)
                                          =============      =============
Basic and diluted earnings per share
(Notes 4 & 5)
Before extraordinary item                 $      (.020)      $      (.008)
                                          =============      =============
Net income (loss)                         $      (.001)      $      (.008)
                                          =============      =============
WEIGHTED-AVERAGE COMMON SHARES
OUTSTANDING (Note 5)                        19,660,000         23,122,685

See notes to financial statements


                                       5
<PAGE>
<TABLE>

                                                 TELECOMMUNICATION PRODUCTS, INC.
                                        STATEMENTS OF STOCKHOLDERS DEFICIENCY (Unaudited)
                                               NINE MONTHS ENDING DECEMBER 31, 2002
<CAPTION>

                                  Common            Common         Preferred        Preferred
                                  Stock             Stock            Stock            Stock         Accumulated
                                  Shares            Amount           Shares           Amount           Deficit            Total
                               ------------      ------------     ------------     ------------     ------------      ------------

<S>                             <C>              <C>              <C>              <C>              <C>               <C>
BALANCE AT MARCH 31, 2002       25,873,805       $ 1,234,744               --               --      $(2,386,300)      $(1,151,556)
                               ------------      ------------     ------------     ------------     ------------      ------------

Net loss for the period                 --                --               --               --          (26,252)          (26,252)

Issuance of  stock for
services                           850,000            88,500               --               --               --            88,500


Shares retired to the
treasury                       (10,000,000)               --          800,000          800,000               --           800,000


Debt converted to
preferred stock

BALANCE AT DECEMBER 31,
2002 (Note 3)                   16,723,805       $ 1,323,244          800,000      $   800,000      $(2,412,552)      $  (289,308)
                               ============      ============     ============     ============     ============      ============


See notes to financial statements

</TABLE>

                                                                6
<PAGE>
<TABLE>

                                  TELECOMMUNICATION PRODUCTS, INC.
                                STATEMENT OF CASH FLOWS (Unaudited)
                                NINE MONTHS ENDING DECEMBER 31, 2002
                               -------------------------------------
<CAPTION>


                                                           December 31, 2002 December 31, 2001
                                                           ----------------- -----------------
<S>                                                             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NINE MONTHS ENDED:

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                               $ (26,252)      $(182,529)
Adjustments to reconcile net income to
net cash provided by operating activities
Extinguishments of debt                                          (385,935)         24,975
Write down of assets                                               67,544              --
Depreciation                                                        5,193           2,492
Stock issued for services                                          88,500              --
Increase (decrease) in accrued expenses                            25,950         (46,292)

Total cash (used) provided by
operating activities                                            $(225,000)      $(201,354)

CASH FROM INVESTING
ACTIVITIES                                                             --              --


CASH FROM

FINANCING
ACTIVITIES
Loans from shareholders                                                --       $ 200,851
Issuance of bonds                                               $ 175,000              --
Increase in loans payable                                       $  50,000              --
                                                                ----------      ----------
Total cash provided by
Financing activities                                            $ 225,000       $ 200,851

Increase in cash                                                $      --       $    (503)

Beginning cash balance                                          $       0             503
                                                                ----------      ----------
Ending cash balance                                             $       0       $       0
                                                                ----------      ----------

SUPPLEMENTAL SCHEDULE OF NON-CASH AND INVESTING ACTIVITIES
Converted accounts payable to preferred stock                   $ 800,000
Issuance of 850,000 shares for services
Rendered                                                        $  88,500
Removal of an account payable due to
a liability settlement                                          $ 385,935

</TABLE>

See notes to financial statements

                                       7
<PAGE>


                        TELECOMMUNICATION PRODUCTS, INC.
                   NOTES TO FINANCIAL STATEMENTS (Unaudited)
                     THREE MONTHS ENDING DECEMBER 31, 2002
                     -------------------------------------

1. The accompanying unaudited condensed financial statements have been prepared
in accordance with the instructions for Form 10-Q and do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for a fair
presentation have been included. These statements should be read in conjunction
with the financial statements and notes thereto included in the Company's Form
10-K for the year ended March 31, 2002.

2. Summary of Significant Accounting Policies

Going-Concern Basis - The accompanying financial statements have been prepared
on a going-concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. As shown in the
financial statements, as of December 31, 2002, there was an accumulated deficit
of $2,412,552 and a net stockholders' deficiency of $289,308. These factors,
among others, may indicate that the Company will be unable to continue as a
going concern. The financial statements do not include any adjustments that may
be necessary should the Company be unable to continue as a going concern. The
Company's continuation as a going concern is dependent upon its ability to
generate sufficient cash flow to meet its obligations on a timely basis, to
obtain additional financing as may be required, and ultimately to attain
successful operations. Management is of the opinion that enhanced marketing
efforts will enable the Company to increase revenues sufficiently to sustain
operations.

Revenue is recognized when products and services are delivered and accepted by
customers. The company had no income this quarter but has entered into two
agreements and is currently exercising its business plan as the company comes
out of development stage. (See Note 2 below.)

Certain officers/stockholders of the Company elected to waive their salaries
beginning the first quarter of calendar year 2002 in order to help the Company's
cash flow. As of December 31, 2002 net income (loss) per common share is
computed by dividing net loss by the weighted average common shares outstanding
during the period.

3. Common Stock

On June 30, 2002, the shareholders of the Company approved a plan to re-organize
the capital structure of the company whereby a director and officer of the
Company retired 10,000,000 shares of common stock to the treasury. The number of
issued and outstanding shares of common stock decreased from 26,073, 800 to
16,073,800.

On June 30, 2002 Chief Executive officer, Robert Russell, retired 10,000,000 of
his common share holdings into the company's treasury, which reduced the
company's outstanding shares from 26,073,800 to 16,073,800. Performance related
options linked to future revenue and profit growth would be awarded to Mr.
Robert Russell. In addition, Mr. Russell agreed to convert $800,000 of loans he
has made to the company into preferred shares. The Company also recognized as
income an accounts payable reduction of $385,935; this payable was formally due
to a creditor but was settled with no cost and no further obligation on the part
of the Company.

                                       8
<PAGE>

4. Loss or gain per common share and shares outstanding.
Loss or gain per common share is computed by dividing net loss/gain by the
weighted average shares outstanding during the period. The weighted average
shares for the period is based on the number of shares issued and outstanding
following the capital restructure. See Note 3 above.


5. Subsequent events.

The company purchased $2,790,760 of pay per view certified inventory from a
privately held company which inventory is located in Hermitage, Tennessee. This
definitive contract to purchase the pay per view equipment is expected to
support Phase I deployment of over 115,000 hotel rooms nationwide.

The company has entered into a loan agreement for $1.5 million. The loan is due
in five years and bears interest at 5.5%. The agreement also requires an
origination fee of 10% of the principal and 18,292,683 shares of restricted
common stock to be issued.


6. Legal Proceedings

The Company is a defendant in a lawsuit filed in June, 2002, in Douglas County
District Court, State of Colorado. The plaintiff, Paul Price, alleges he
purchased certain accounts receivable formerly held by Paul Egan that were
allegedly due and owing from Interleisure, S.A., a corporation that merged into
our Company in January, 2002. The plaintiff seeks damages in the amount of
$916,210.59. Management believes the lawsuit lacks merit in that all of the
accounts receivable are stated in Dominican Republic pesos and that the correct
amount stated in United States dollars is $16,000.00. Moreover, as is more fully
set forth in our audit, our position is that the accounts receivable are not yet
due and owing. Management intends to vigorously defend the lawsuit and
aggressively pursue counterclaims against the Plaintiff.


ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS RESULTS OF OPERATIONS

REVENUES

Revenues: The Company's business plan is to leverage its newly acquired asset
base in the Pay Per View market and simultaneously complete its compression
technology. During the quarter ended The Company has negotiated contracts to
acquire $6.5 million of Pay Per View assets including revenue producing
contracts under the Hotel Movie Network brand and warehoused equipment ready for
installation. The Company has a joint venture research project underway with
Ramesys Hospitality to prove its business model for Pay Per View and attract and
then establish sales channels for its new Pay Per View service. Development of
the Company's compression technology continues. The Company has identified and
is in negotiation with strategic partners to co-brand and help launch the
technology in the fiscal year of 2003. The Company has not yet received
revenue from its two joint venture agreements with UB Port, Inc. and Last Chance
Films, Inc. and have no funds allocated to either venture for fiscal year 2003.

                                       9
<PAGE>

EXPENSES

The Company's expenses increased from $182,529 in the first nine months of the
fiscal year, ending December 31, 2001, to $412,187 for the first nine months of
2002 ending December 31, 2002.

The increases were due primarily to the cost of research and development and
costs related to the acquisition of Pay Per View assets and costs associated
with raising working capital funding. The Company also wrote accounts receivable
of its previous business activities totaling $67,544.

Expenses include the issue of 350,000 shares of common stock to an individual
for services rendered on market research & management consultancy.

NET INCOME (LOSS)

The Company's net loss before extraordinary item increased from $182,529 in the
first nine months of 2001 to $412,187 for the nine months 2002. The increase is
attributable to expenses associated with the development of its first product.
The Company also wrote accounts receivable of its previous business activities
totaling $67,544.

In the quarter ended June 30, 2002, the company recognized an extraordinary gain
of $385,935 due to the settlement of a debt which was formally due to a creditor
and settled for zero cost to the company without further obligation.


LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2002, the Company had limited working capital and the Company
had no material unused sources of liquid assets. Also at December 31, 2002, the
Company had no existing credit facility. As a result, the Company paid general
and administrative expenses but had a shortage of cash to pay its accounts
payable.

The Company has had no sales revenues subsequent to the merger on January 25,
2002. At December 31, 2002, the Company had met all its obligations for
research, development, general and administrative expenses.

A part of the Company's strategy is to seek external financing to grow its
commercial business. The company's operating capital has been provided primarily
through the sale of corporate bonds and cash advances from its shareholders.
While the company intends to generate working capital from licensing its
products and services, at least $300,000 of additional operating capital will be
required during fiscal year 2002, assuming that operations are maintained at
their current level. The company may not be able to obtain the required
financing, or such financing may not be available on acceptable terms. Due to
the Company's historical operating losses, there can be no assurance that
capital requirements will not substantially exceed current and future capital
resources.

On October 14th 2002, the company entered into an agreement with Duchess Private
Equity Fund LP of Boston Massachusetts. The fund had committed a $5 million
dollar equity line of credit, subject to certain terms and conditions over a
three year period. No definitive agreement was finalized as company management
deemed that the terms of dilution did not best serve shareholder interest.

                                       10
<PAGE>

Additional working capital needs of the Company may require issuance of equity
securities, either on a public or private basis. Such issuances would, if
consummated, affect the ongoing capital structure of the company and may result
in substantial dilution to shareholders. If additional funds are raised through
the issuance of equity, convertible debt, or similar securities of the Company,
the percentage of ownership of the Company's current shareholders will be
reduced, and such new securities may have rights or preferences senior to those
of the common stock held be current shareholders. No agreement with respect to
any such financing has been entered into, and such issuance may not be
consummated. In the event that funding sources are not available as and when
needed by the Company, it could have a severe adverse impact on the combined
business and results of operations of the Company and could result in the
Company being unable to continue as a going concern. Management is continually
monitoring and evaluating the financing sources available to achieve the
Company's goals.

Due to the losses sustained by the Company and its lack of working capital, the
Company's ability to remain a going concern depends upon its ability to generate
sufficient cash flow to meet its obligations and to obtain additional financing
as may be required.

FORWARD LOOKING INFORMATION: CERTAIN CAUTIONARY STATEMENTS: "SAFE HARBOR"
STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995:

Statements contained in this Management's Discussion and Analysis of Financial
Condition and Results of Operations which are not historical facts 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. Examples of such
forward looking statements include the Company's expectations regarding its
start-up venture, the Company's planned financing of this venture and the
sufficiency of the Company's available liquidity for working capital, the
Company's belief that its technology-based business will grow and result in
profitability, that it is positioned to take advantage of new opportunities, and
that it will focus on strengthening and growing its business and commercializing
new innovative technologies. Actual results may differ materially from those
stated or implied in the forward looking statements. Further, certain forward
looking statements are based upon assumptions of future events which may not
prove to be accurate and are subject to risks and uncertainties that could cause
actual results to differ materially from those set forth or implied by forward
looking statements. These risks and uncertainties include but are not limited to
those referred to in the Company's Proxy Statement dated September 12, 2001,
including the Company's entry into a new commercial business, its ability to
access the capital markets and obtain working capital, risks associated with
technological changes in the market for video and audio interactive
telecommunications through personal computers, risks of competition in the
personal computer industry, and other risks described in the Company's
Securities and Exchange Commission filings.

                                       11
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.
            None

ITEM 2.  CHANGES IN SECURITIES.
            The company issued 1,900,000 shares of common stock in the
            acquisition of inventory, in addition the company issued 18,292,683
            to Mercatus & Partners, Ltd., A United Kingdom Corporation. The
            Certificate is subject to terms, conditions and restrictions of a
            certain collateral loan agreement and promissory note between
            Mercatus & Partners Ltd and the Company.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.
            None

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
            None

ITEM 5.  OTHER INFORMATION.
            On September 6, 2002, the Registrant entered into an employment
            agreement ("Agreement") with Mr. Timothy C. Palmer to act as a
            member of and it's Chairman of the Board of Directors which was
            fully reported in Registrant's Form 10-QSB as Exhibit 10.3 for the
            period ended September 30, 2002. On November 1st, the employment
            agreement was superceded and replaced by agreement of all parties by
            a Consulting agreement titled "Retainer Agreement." Mr. Palmer
            retained his position as non-executive Chairman of the board. As a
            result of alleged wrongdoing and a failure of consideration pursuant
            to said Agreement, the Board of Directors requested that Mr. Palmer
            resign as an officer and as a member of the Board of Directors. Upon
            refusing to do so, Mr. Palmer was thereafter terminated for cause
            pursuant to the Agreement and the Registrant's bylaws with immediate
            effect following a duly noticed meeting of the Board of Directors
            held on January 27, 2003.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

            (a) Exhibits. None.

            (b) Reports on Form 8-K.

            An 8-K was filed on January 31, 2003, reporting the acquisition of
            inventory by the Company from Omega Funding Inc.

            An 8K was filed on February 7, 2003 reporting the termination of a
            non-executive director and officer.


                                       12
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) 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.

Dated   February 10, 2003

TELECOMMUNICATION PRODUCTS, INC.

By:    /S/ Robert Russell
       ------------------
       Robert Russell,  President


By:    /S/ Dennis H. Johnston
       ----------------------
       Dennis H. Johnston,
       Legal Counsel, Secretary, Interim Chief Financial Officer


                                       13
<PAGE>

                                  CERTIFICATION

     I, Robert C. Russell, Chief Executive Officer certify that:

     1.   I have reviewed this quarterly report on Form 10-QSB of
          Telecommunication Products, Inc.;

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the Registrant as, and for, the periods presented in
          this quarterly report;

     4.   The Registrant's other certifying officer and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant
          and have:

                  a)       designed such disclosure controls and procedures to
                           ensure that material information relating to the
                           Registrant is made known to us by others within the
                           Company, particularly during the period in which this
                           quarterly report is being prepared;
                  b)       evaluated the effectiveness of the Registrant's
                           disclosure controls and procedures as of a date
                           within 90 days prior to the filing date of this
                           quarterly report (the "Evaluation Date"); and
                  c)       presented in this quarterly report our conclusions
                           about the effectiveness of the disclosure controls
                           and procedures based on our evaluation as of the
                           Evaluation Date;

     5.    The Registrant's other certifying officer and I have disclosed, based
           on our most recent evaluation, to the Registrant's auditors and the
           audit committee of Registrant's board of directors (or persons
           performing the equivalent functions):

                  a)       all significant deficiencies in the design or
                           operation of internal controls which could adversely
                           affect the Registrant's ability to record, process,
                           summarize and report financial data and have
                           identified for the Registrant's auditors any material
                           weaknesses in internal controls; and
                  b)       any fraud, whether or not material, that involves
                           management or other employees who have a significant
                           role in the Registrant's internal controls;

     6.    The Registrant's other certifying officer and I have indicated in
           this quarterly report whether or not there were significant changes
           in internal controls or in other factors that could significantly
           affect internal controls subsequent to the date of my most recent
           evaluation, including any corrective actions with regard to
           significant deficiencies and material weaknesses.

         February 10, 2003      By:    /s/   Robert C. Russell
                                      ----------------------------------------
                               Name:  Robert C. Russell
                               Title: Chief Executive Officer and Director
                                      (Principal Executive Officer)

                                       14
<PAGE>

                                  CERTIFICATION

     I, Dennis H Johnston, Interim Chief Financial Officer certify that:

     1.   I have reviewed this quarterly report on Form 10-QSB of
          Telecommunication Products, Inc.;

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the Registrant as, and for, the periods presented in
          this quarterly report;

     4.   The Registrant's other certifying officer and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant
          and have:

                  a)       designed such disclosure controls and procedures to
                           ensure that material information relating to the
                           Registrant is made known to us by others within the
                           Company, particularly during the period in which this
                           quarterly report is being prepared;
                  b)       evaluated the effectiveness of the Registrant's
                           disclosure controls and procedures as of a date
                           within 90 days prior to the filing date of this
                           quarterly report (the "Evaluation Date"); and
                  c)       presented in this quarterly report our conclusions
                           about the effectiveness of the disclosure controls
                           and procedures based on our evaluation as of the
                           Evaluation Date;

     5.    The Registrant's other certifying officer and I have disclosed, based
           on our most recent evaluation, to the Registrant's auditors and the
           audit committee of Registrant's board of directors (or persons
           performing the equivalent functions):

                  a)       all significant deficiencies in the design or
                           operation of internal controls which could adversely
                           affect the Registrant's ability to record, process,
                           summarize and report financial data and have
                           identified for the Registrant's auditors any material
                           weaknesses in internal controls; and
                  b)       any fraud, whether or not material, that involves
                           management or other employees who have a significant
                           role in the Registrant's internal controls;

     6.    The Registrant's other certifying officer and I have indicated in
           this quarterly report whether or not there were significant changes
           in internal controls or in other factors that could significantly
           affect internal controls subsequent to the date of my most recent
           evaluation, including any corrective actions with regard to
           significant deficiencies and material weaknesses.

         February 10, 2003      By:    /s/   Dennis H. Johnston
                                      -------------------------------
                               Name:  Dennis H. Johnston
                               Title: Interim Chief Financial Officer,
                                      Secretary, Legal Counsel and Director
                                      (Principal Financial Officer)


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