SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                For the quarterly period ended December 31, 2001

                                       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:  1,124,645 shares of common
stock, no par value per share, as of December 31, 2001.

<PAGE>


                        TELECOMMUNICATION PRODUCTS, INC.
                               INDEX TO FORM 10-QSB


                                                                            Page
                                                                            ----


PART I -- FINANCIAL INFORMATION


  ITEM 1 -- Financial Statements

    Balance Sheets (unaudited) as of December 31, 2001 and
    March 31, 2001..........................................................  3

    Statements of Operations (Unaudited) for the Three Months
    Ended December 31, 2001 and December 31, 2000...........................  4

    Statements of Operations (Unaudited) for the Nine Months
    Ended December 31, 2001 and December 31, 2000...........................  5

    Statements of Stockholders' Deficiency (Unaudited) for the
    Nine Months Ended December 31, 2001.....................................  6

    Statement of Cash Flows (Unaudited) for the Nine Months Ended
    December 31, 2001 and 2000..............................................  7

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


  ITEM 2 -- Management's Discussion and Analysis of Financial
            Condition and Results of Operations............................. 10

PART II -- Other Information

  ITEM 2 -- Changes in Securities........................................... 12

  ITEM 4 -- Submission of Matters to a Vote of Security Holders............. 12

  ITEM 6 -- Exhibits and Reports on Form 8-K................................ 12

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








                                       2
<PAGE>


ITEM 1 - FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                        TELECOMMUNICATION PRODUCTS, INC.
                           BALANCE SHEETS (Unaudited)

                                                   December 31, 2001     March 31, 2001
                                                   -----------------     --------------
ASSETS
------
<S>                                                   <C>                  <C>
CURRENT ASSETS

Cash                                                  $   75,015           $   35,079
Inventories                                           $        0           $        0

Total current assets                                  $   75,015           $   35,079
                                                      ----------           ----------

PROPERTY AND EQUIPMENT (Note 1 and 3)
                                                               -                    -
Equipment                                                      -                    -

Office furniture and plans                                     -                    -

Total                                                          -                    -
Less accumulated depreciation                                  -                    -
Net property and equipment (Note 3)                            -                    -

TOTAL                                                 $   75,015           $   35,079
                                                      ----------           ----------


LIABILITIES AND STOCKOLDERS' EQUITY
-----------------------------------

CURRENT LIABILITIES                                   $        -           $        -
Accounts payable                                      $    9,918           $        -
Accrued liabilities                                   $        -           $        -
Officers (Note 2)                                     $  625,700           $  701,100
Other                                                 $   21,108           $   21,108
                                                      ----------           ----------
                                                      $  656,726           $  722,208


LONG TERM DEBT Officers/stockholders                  $        -           $        -

STOCKHOLDERS' DEFICIENCY (Notes 4 & 5)
Preferred stock non voting $1 par value:
  0,000,000 shares authorized, no shares issued;
Common stock no par value: 100,000,000 shares
  outhorized; 1,124,645 shares issued and
  outstanding (Notes 4 & 5)                           $  733,768           $  733,768
Accumulated deficit
                                                      (1,315,479)          (1,420,897)
                                                      ----------           ----------

Total stockholders' deficiency                        $ (581,711)          $ (687,129)
                                                      ----------           ----------
TOTAL                                                 $   75,015           $   35,079
                                                      ==========           ==========
</TABLE>

See notes to financial statements

                                          3
<PAGE>


TELECOMMUNICATION PRODUCTS, INC.
STATEMENT OF OPERATIONS (Unaudited)

Three Months Ended:                      December 31, 2001     December 31, 2000
-------------------                      -----------------     -----------------


REVENUES
Net sales                                    $       -             $       -
Other income (Note 1)                        $ 175,000             $     (69)
                                             ---------             ---------
Total revenues                               $ 175,000             $     (69)
                                             ---------             ---------
EXPENSES
Cost of sales                                $       -             $       -
Selling, general and
  admin (Note 2)                             $  23,468             $   4,345
                                             ---------             ---------
Total expenses                               $  23,468             $   4,345
                                             ---------             ---------

NET INCOME (LOSS)                            $ 151,532             $  (4,414)
                                             ---------             ---------
NET LOSS PER COMMON SHARE (Notes 4 & 5)      $   .1347             $  (.0039)
                                             ---------             ---------
WEIGHTED-AVERAGE COMMON SHARES               1,124,645             1,124,645
OUTSTANDING (Note 5)

See notes to financial statements





                                       4
<PAGE>


TELECOMMUNICATION PRODUCTS, INC.
STATEMENT OF OPERATIONS (Unaudited)


Nine Months Ended:                      December 31, 2001      December 31, 2000
------------------                      -----------------      -----------------

REVENUES
Net sales                                   $       -              $       -
Other income (Note 1)                       $ 175,000              $  81,509
                                            ---------              ---------
Total revenues                              $ 175,000              $  81,509
                                            ---------              ---------
EXPENSES
Cost of sales                               $       -              $       -
Selling, general and
  admin (Note 2)                            $  69,582              $  48,498
                                            ---------              ---------

Total expenses                              $  69,582              $  48,498
                                            ---------              ---------
NET INCOME (LOSS)                           $ 105,418              $  33,011
                                            ---------              ---------
NET INCOME (LOSS) PER COMMON SHARE          $   .0937              $   .0294
                                            ---------              ---------
(Notes 4 & 5)
WEIGHTED-AVERAGE COMMON SHARES              1,124,645              1,124,645
OUTSTANDING (Notes 4 & 5)


See notes to financial statements







                                       5
<PAGE>


TELECOMMUNICATION PRODUCTS, INC.
STATEMENTS OF STOCKHOLDERS DEFICIENCY (Unaudited)
NINE MONTHS ENDING DECEMBER 31, 2001
<TABLE>
<CAPTION>


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

<S>                         <C>               <C>           <C>              <C>
BALANCE AT MARCH 31,
2001                        22,492,800        $733,768      $(1,420,897)     $(687,129)

Net income for the
period                      __________        ________      $   105,418      $ 105,418


BALANCE AT DECEMBER 31,
2001 (Note 4)                1,124,645        $733,768      $(1,315,479)     $(581,711)
                            ----------        ---------     -----------      ----------

</TABLE>


See notes to financial statements
























                                       6
<PAGE>


TELECOMMUNICATION PRODUCTS, INC.
STATEMENT OF CASH FLOWS (Unaudited)
NINE MONTHS ENDING DECEMBER 31, 2001 AND 2000


CASH FLOWS FROM OPERATING ACTIVITIES:
                                                31-Dec-01             31-Dec-00
                                                ---------             ---------
NINE MONTHS ENDED:
------------------

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)                               $105,418              $ 33,011

Increase (decrease) in accrued expenses         $      -              $ 21,117

Increase (decrease) in accounts payable         $  9,918              $(17,859)

Total cash provided                             $115,336              $ 36,269

Cash used for:
Net loss                                        $ 75,400              $    -0-
                                                --------              --------
Total cash used                                 $ 75,400              $    -0-
                                                --------              --------
Increase in cash                                $ 39,936

Beginning cash balance                          $ 35,079              $    184
                                                --------              --------
Ending cash balance                             $ 75,015              $ 36,453
                                                --------              --------

See notes to financial statements



















                                       7
<PAGE>


TELECOMMUNICATION PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS (Unaudited)
YEARS ENDING MARCH 31, 2001 AND 2000
-----------------------------------------

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, 2001.

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,  2001,  an  accumulated  deficit of
$1,315,479 and a net stockholders'  deficiency of $581,711. 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. Other income includes payments made pursuant to an agreement and plan
of merger with  Interleisure,  S.A. that has since been  concluded.  (See Note 6
below.)

Certain  officers/stockholders  of the Company  elected to defer their  salaries
beginning the first quarter of calendar year 1987 in order to help the Company's
cash  flow.   As  of  December  31,  2001,   unpaid   compensation   claimed  by
officers/stockholders totaled $625,700.

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.

3. INVENTORY

Due to damage and attrition  associated  with the move from the Company'  former
laboratory and offices, as well as the age and obsolescence of certain parts and
components,  a  determination  was made in the most recent  audit of the Company
that all  inventory  would be most  appropriately  valued at zero.  This and the
resulting impact is more fully reflected and explained in the Company's  amended
Form 10-K filing for the last fiscal year.








                                       8
<PAGE>


TELECOMMUNICATION PRODUCTS, INC.
NOTES TO FINANCIAL STATEMENTS (Unaudited)
YEARS ENDING MARCH 31, 2001 AND 2000
-----------------------------------------


4. COMMON STOCK

On October 10, 2001, the  shareholders of the Company  approved a plan of merger
whereby the Company would be merged into a newly formed Colorado  corporation to
resolve an issue  relating to the  Company's  corporate  status.  Following  the
approval by  shareholders,  the merger  became  effective  on October 10,  2001.
Pursuant to the merger, the Company's  shareholders  automatically  received one
share of the  surviving  corporation's  common  stock  for each 20 shares of the
Company's common stock pursuant to a reverse stock split. As a result the number
of issued and  outstanding  shares of common stock  decreased from 22,492,800 to
1,124,645.

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 reverse stock split. See Note 4 above.

6. SUBSEQUENT EVENT - MERGER WITH INTERLEISURE, S.A.

On June 25, 2001, the Company and Interleisure, S.A., a privately held Dominican
Republic  corporation  ("Interleisure"),  entered into an Agreement  and Plan of
Merger (the "Merger  Agreement")  providing for a business  combination  between
Telpro  and  Interleisure.  An  8-K  was  filed  on  June  27,  2001,  apprising
shareholders  that the  directors  had  approved a merger  agreement  subject to
shareholder  approval.  Shareholder approval was given in October,  2001 and the
merger  closed on January  23,  2002.  A Form 8-K was filed on  February 7, 2002
regarding the merger.















                                       9
<PAGE>


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

RESULTS OF OPERATIONS

REVENUES

     The Company had no sales of its  products  this past quarter and has had no
product sales in more than five years.  Telpro's revenues increased from $-0- in
the  third  quarter  of 2000 to  $175,000  in the  third  quarter  of 2001,  and
increased from $81,509 in the nine months ended December 31, 2000 to $175,000 in
the nine months ended  December 31, 2001.  These  increases were entirely due to
the receipt of revenues in connection with Interleisure's agreement to reimburse
Telpro for its costs incurred in connection with the proposed merger.

EXPENSES

     Telpro's  expenses  increased  from $4,345 in the third  quarter of 2000 to
$23,468 in the fourth quarter of 2000 and from $48,498 for the nine months ended
December  31, 2000 to $69,582 for the nine months ended  December 31, 2001.  The
increases  were due  primarily  to an increase in  acquisition-related  expenses
incurred in connection  with the proposed merger with  Interleisure  and related
issues.

NET INCOME (LOSS)

     Telpro  reported a net loss of $4,414 in the third  quarter of 2000 and net
income of  $151,532  in the third  quarter of 2001.  The  increase  is  entirely
attributable  to the  receipt of  revenues  in  connection  with  Interleisure's
agreement  to reimburse  Telpro for its costs  incurred in  connection  with the
proposed  merger.  Similarly,  Telpro  reported  net income  from the first nine
months of 2000 of $33,011, compared with net income for the first nine months of
2001 of $105,418.  This increase is also attributable to the receipt of revenues
in connection with  Interleisure's  agreement to reimburse  Telpro for its costs
incurred in connection with the proposed merger.

LIQUIDITY AND CAPITAL  RESOURCES

     At December  31,  2001,  the Company  had limited  working  capital and the
Company had no material  unused sources of liquid assets.  At December 31, 2001,
the Company had no credit  facility and no ability to obtain  proceeds  from the
sale of its securities. As a result, the Company faces a shortage of cash to pay
its accounts payable.

     Although the Company has had no sales  revenues in the past five years,  it
has  received  revenues  from  Interleisure  that  were  used to pay many of the
outstanding and current obligations of the Company, including but not limited to
accounts  payable,  loans  outstanding,  deferred  directors'  fees,  legal  and
accounting  fees,  and wages due. At December 31, 2001,  the Company  still owed
significant  outstanding  wages to its officers,  who had previously  offered to
defer their salaries due them since January,  1987. The  outstanding  balance of
these wage claims, including the wages accrued during the quarter ended December
31, 2001, was $701,100.

     At December 31, 2001, the Company's proposed merger with Interleisure, S.A.
remained  pending.  It  subsequently  closed on January 23,  2002. A part of the
merger  resulted in the  satisfaction  of the wage claims against the Company by
its officers in exchange for cash payments out of the proceeds  from  additional
capital infusions from Interleisure into the Company. Nevertheless, because of a
continued lack of sufficient working capital,  the Company  nevertheless faces a
continuing shortage of cash to pay its accounts payable.

     A part of the Company's  strategy is to seek external financing to grow the
commercial  business of Interleisure,  S.A. as a result of the merger.  However,
since  inception,  the  operating  capital  of  Interleisure  has been  provided
primarily  through  the  sale  of  common  stock  and  cash  advances  from  its
shareholders.  While the combined  company  intends to generate  working capital
from the sale of  Interleisure  products  and  services,  at least  $500,000  of
additional  operating capital will be required during fiscal year 2002, assuming
that operations are maintained at their current level.  The combined company may
not be able to obtain the required  financing or such  financing may not will be
available  on  acceptable  terms.  Due to  historical  operating  losses of both
Interleisure and Telpro, 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.

                                       10
<PAGE>


     Additional  working capital needs of the combined  company after the merger
may require the issuance of  additional  Telpro equity  securities,  either on a
public or private  basis.  Such  issuances  would,  if  consummated,  affect the
ongoing capital  structure of the combined 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 Telpro,  your percentage of
ownership  of Telpro will be  reduced,  and such  securities  may have rights or
preferences  senior to those of the  Telpro  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 combined  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.

     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 or 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.





                                       11
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES.

     On October 10, 2001, the  shareholders  of Telpro approved a plan of merger
whereby  Telpro  would be merged into a newly  formed  Colorado  corporation  to
resolve an issue relating to Telpro's  corporate status.  Following the approval
by shareholders,  the merger became  effective on October 10, 2001.  Pursuant to
the  merger,  Telpro's  shareholders  automatically  received  one  share of the
surviving  corporation's  common stock for each 20 shares of Telpro common stock
pursuant  to a  reverse  stock  split.  There  was no  need  to  exchange  share
certificates because the conversion was automatic.  The surviving  corporation's
common stock and  associated  rights have the same rights and  privileges as the
Telpro common stock.

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

     At the  Annual  Meeting  of  Stockholders  held on October  10,  2001,  the
following matters were submitted and approved by shareholders:

     1.   Election of Directors.  The holders of proxies  solicited by the Board
          cast the following votes (no other votes were cast):

                                                Affirmative  Negative/Abstaining
                                                -----------  -------------------

          Donald Ranniger....................   14,908,195         24,325
          Clara Ranniger.....................   14,908,195         24,325
          Harry Thompson.....................   14,908,195         24,325
          Daniel Newman......................   14,908,195         24,325
          Travis Pethe.......................   14,908,195         24,325

     2.   Proposal to ratify the selection of the auditor:

          Affirmative Votes..................   14,932,195
          Negative Votes.....................          325
          Abstaining and broker non-votes....          -0-

     3.   Proposal to adopt a resolution approving a plan of merger by which the
          Corporation  would be merged into a newly formed Colorado  corporation
          which would involve a 1 for 20 reverse split of Telpro's common stock:

          Affirmative Votes..................   12,166,969
          Negative Votes.....................       90,825
          Abstaining and broker non-votes....       75,000

     4.   Proposal  to  adopt  a  resolution  proposal  to  adopt  a  resolution
          approving an agreement and plan of merger by which Interleisure,  S.A.
          would be merged into Telpro:

          Affirmative Votes..................   12,245,969
          Negative Votes.....................       86,825
          Abstaining and broker non-votes....          -0-


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

     (a) Exhibits. None.

     (b) Reports on Form 8-K. An 8-K was filed on October 19, 2001,  regarding a
merger  whereby  Telpro was merged into a newly formed  Colorado  corporation to
resolve an issue relating to Telpro's  corporate status and effectuating a 1 for
20 reverse stock split.


                                       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 13, 2002

TELECOMMUNICATION PRODUCTS, INC.

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


By:  /s/ Dennis H. Johnston
    -----------------------------------------
    Dennis H. Johnston,
    Chief Financial Officer
























                                       13