<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  FORM 10-QSB/A
                               (AMENDMENT NO. 1)


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

                  For the quarterly period ended June 30, 2002

                                       or

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

               For the transition period from            to
                                              ----------    -----------

                         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: 16,073,805 shares of common
stock, no par value per share, as of June 30, 2002.


<PAGE>

ITEM 1 - FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                        TELECOMMUNICATION PRODUCTS, INC.
                           BALANCE SHEETS (Unaudited)

                                                            June 30, 2002  March 31, 2002
                                                             ------------   ------------
ASSETS
------
<S>                                                          <C>            <C>

CURRENT ASSETS
Cash                                                         $    30,000             --
Accounts receivable                                              112,305    $   112,305
                                                             ------------   ------------
Total current assets                                             142,305    $   112,305
                                                             ------------   ------------

PROPERTY AND EQUIPMENT (Note 1 and 3)

Net Equipment, net                                                24,299    $    26,030

Other assets                                                      60,812    $    60,812

TOTAL ASSETS                                                 $   227,416    $   199,147
                                                             ============   ============

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES
Accounts payable and accruals:                                   158,768    $ 1,350,703
                                                             ------------   ------------

Total current Liabilities                                    $   158,768    $ 1,350,703
                                                             ------------   ------------
LONG TERM DEBT  Bond payable                                 $    55,000             --

                Loan Payable                                      20,000             --


STOCKHOLDERS' DEFICIENCY (Notes 4 & 5)
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;
26,073,805 shares issued and 16,073,805 shares outstanding
(Notes 4 & 5)                                                  1,259,244    $ 1,234,244
Accumulated deficit                                           (2,065,596)   $(2,386,300)


Total stockholders' equity                                        (6,352)   $(1,151,556)
                                                             ------------   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $   227,416    $   199,147
                                                             ============   ============
</TABLE>

See notes to financial statements

                                       2

<PAGE>

TELECOMMUNICATION PRODUCTS, INC.
STATEMENT OF OPERATIONS (Unaudited)

Three Months Ended:                              June 30, 2002     June 30, 2001
-------------------                              -------------     -------------

REVENUES
Net sales
Other income (Note 1)
Total revenues

EXPENSES
Cost of sales                                    $          0                --
Research and development                         $     24,500
Selling, general and                             $     40,731      $     60,255
admin (Note 2)
Foreign current translation                                --               588
                                                 -------------     -------------
Total expenses                                   $     65,231      $     60,843
                                                 -------------     -------------

LOSS BEFORE EXTRAORDINARY ITEM
                                                      (65,231)          (60,843)
Extraordinary item -
extinguishments of debt                          $    385,938                --


NET INCOME (LOSS)                                $    320,704      $    (60,843)
                                                 =============     =============
Basic and diluted earnings per share
(Notes 4 & 5)
Before extraordinary item                        $      (.004)     $      (.003)
                                                 =============     =============
Net income (loss)                                $       .020     $      (.003)
                                                 =============     =============
WEIGHTED-AVERAGE COMMON SHARES                     16,073,805        23,122,685
OUTSTANDING (Note 5)


See notes to financial statements

                                       3

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<TABLE>
TELECOMMUNICATION PRODUCTS, INC.
STATEMENTS OF STOCKHOLDERS DEFICIENCY (Unaudited)
THREE MONTHS ENDING JUNE 3O, 2002
---------------------------------

<CAPTION>
                          Common        Common        Preferred     Preferred   Accumulated       Total
                           Stock        Stock         Stock         Stock        Deficit       ------------
                           Shares       Amount        Shares        Shares      ------------
                        ------------  ------------  ------------  ------------
<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 income for the
period                           --            --            --            --       320,704        320,704


Issuance of stock
for services                200,000        24,500            --            --            --         24,500

Issuance of bonds and
warrants                         --            --            --            --            --         55,000

Debt converted to
preferred stock                  --            --       800,000       800,000            --        800,000


BALANCE AT JUNE 30,
2002 (Note 4)            16,073,805   $ 1,259,244   $   800,000   $   800,000   $(2,065,596)   $    (6,352)
                        ============  ============  ============  ============  ============   ============


See notes to financial statements

                                                     4
</TABLE>
<PAGE>

TELECOMMUNICATION PRODUCTS, INC.
STATEMENT OF CASH FLOWS (Unaudited)
THREE MONTHS ENDING JUNE 30, 2002
----------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES:

THREE MONTHS ENDED:                            June 30, 2002      June 30, 2001
-------------------                              ----------        ----------


CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                                $ 320,704
Adjustments to reconcile net income to
net cash provided by operating activities
Extinguishment of debt                            (385,935)
Depreciation                                         1,731
Stock issued for services                           24,500
Increase (decrease) in accrued
expenses and accounts payable                       (6,000)


Total cash (used) provided by operating
activities                                       $ (45,000)

CASH FROM INVESTING ACTIVITIES                          --

CASH FROM FINANCING ACTIVITIES
Issuance of bonds                                $  55,000
Loan to company                                     20,000

Total cash provided by Financing
activities                                       $  75,000

Increase in cash                                 $  30,000

Beginning cash balance                           $       0
                                                 ----------
Ending cash balance                              $  30,000
                                                 ----------

SUPPLEMENTAL SCHEDULE OF NONCASH AND INVESTING ACTIVITIES
Converted accounts payable to preferred stock        $ 800,000
Issuance of 200,000 shares for services rendered     $  24,500
Removal of an account payable due to
disputed liability settlement                        $ 385,935

See notes to financial statements

                                       5

<PAGE>

TELECOMMUNICATION PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS (Unaudited)
THREE MONTHS ENDING JUNE 30, 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. The foregoing presentation also reflects an
Amendment to the Articles of Incorporation for the issuance of preferred stock
which is currently in the process of being completed to file with the Colorado
Secretary of State. 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 June 30, 2002, an accumulated deficit of $2,065,596
and a net stockholders' deficiency of $6,352. 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 pursuing its business plan as the Company comes out
of development stage. (See Note 6 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
until cash flow is sufficient to pay them.

Net Income (Loss) Per Common Share - Net income (loss) per common share is
computed by dividing net loss by the weighted average common shares outstanding
during the period.

4. Common Stock

On June 30, 2002, the Board of Directors approved a plan to re-organize the
capital structure of the company whereby Mr. Russell retired 10,000,000 shares
of his common stock to the treasury. As a result, the number of issued and
outstanding shares of common stock decreased from 25,873,800 to 16,073,800
(including the 200,000 shares issued for services rendered)

                                       6

<PAGE>

5. 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 4 above.

6. Subsequent Event

The Company authorized the sale of $120,000 of annual 10% dividend one year
debentures with one warrant attached for each $1.00 of bond sold. As of June 30
2002, $55,000 worth of bonds were sold and 55,000 warrants were issued.

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. Mr. Russell also
agreed to convert $800,000 of loans he has made to the company into preferred
shares without any conditions for retirement, conversion or dividend. In
addition, an accounts payable reduction of $385,935, which was formally due to a
creditor was settled for zero cost to the company, without further obligation.

7. 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 many 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 has not yet received revenue but has entered into two
joint venture agreements with UB Port, Inc. and Last Chance Films, Inc. The
Company is currently pursuing its business plan focusing primarily on the
release of video on demand to be followed by its videoconferencing technology
and anticipates earning revenues to commence in the third quarter of this fiscal
year.

EXPENSES


The Company's expenses increased from $60,843 in the first quarter of the fiscal
year, ending June 30, 2001, to $65,231 in the first quarter of 2002 ending June
30, 2002. The increase in expenses was due primarily to investments in research
and development and general and administrative expenses.


                                       7

<PAGE>

NET INCOME (LOSS)


The Company's net loss before extraordinary item increased from $60,843 in the
first quarter of 2001 to $65,231 in the first quarter of 2002. The increase in
net loss reflects the company's commitment to develop, expand and market it's
products. The Company is emerging out of its development stage for its first
product, "Video on Demand", and is planning to realize revenues in the fiscal
year of 2002.


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

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2002, the Company had limited working capital and the Company had
limited unused sources of liquid assets. At June 30, 2002, the Company had no
credit facility but had the ability to obtain proceeds from the sale of
corporate bonds. 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 in January 2002.
At June 30, 2002, the Company met substantial obligations for development, and
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 $200,000 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
historical operating losses, there can be no assurance that the capital
requirements will not substantially exceed the current and future capital
resources in the near or long term.

Additional working capital needs of the Company may require issuance of equity
securities, either on a public or on a 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,
your percentage of ownership of the Company will be reduced, and such securities
may have rights or preferences senior to those of the Company's current common
stock. 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 combined 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.

                                       8

<PAGE>

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, to obtain additional financing as
may be required, and to continue to increase revenues.

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 uniquely positioned 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.

                          PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES.

Issuance of preferred stock without any conditions for retirement, conversion or
dividend and 200,000 shares of common stock issued for services, $55,000 of
corporate bonds due June 30 2003 and 55,000 warrants attached thereto
exercisable at $0.25 per warrant, expires June 30 2004.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not Applicable

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

ITEM 5. OTHER  INFORMATION.

Not Applicable.

                                       9

<PAGE>

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

(a)      Exhibits:
           None

(b)      Reports on Form 8-K

           Registrant filed a report on Form 8-K on April 11 2002 to reflect
      the consolidated financial statement resulting from the merger of
      Interleisure SA with and into Registrant.

                                   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 August 14, 2002

TELECOMMUNICATION PRODUCTS, INC.

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

                                       10