UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB
                 ANNUAL REPORT UNDER SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                        FOR THE YEAR ENDED MARCH 31, 2004
                         Commission File Number 0-11882

           TELECOMMUNICATION  PRODUCTS,  INC.
                 (Name of Small Business Issuer in its Charter)
                                    COLORADO
                 (State or Other Jurisdiction of Incorporation)
                                   84-0916299
                      (I.R.S. Employer Identification No.)
          1926 Hollywood Boulevard, Suite 208,Hollywood Florida, 33020
                    (Address of principal Executive Offices)

               ISSUER'S TELEPHONE NUMBER ISSUER'S FACSIMILE NUMBER
         Tel  (954)  620-0208                   Fax  (954)620-0209
         Securities registered under Section 12(b) of the Exchange Act:
                                      None
                                      ----

         Securities registered under Section 12(g) of the Exchange Act:
                            COMMON STOCK-NO PAR VALUE
                            -------------------------

                                (Title of Class)
Check  whether  the issuer (1) filed all reports required to be filed by Section
13  or  15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter  periods that the issuer was required to file such reports), and (2) had
been  subject  to  such  filing  requirements  for  the  past  90  days.

Yes  [X]  No  [  ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  contained in this form, and no disclosure will be contained, to
the  best  of  Issuer's knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10 KSB or any amendment to
this  Form  10-KSB.  [X]

The  issuer's  revenues  for  the  year  ended  March  31,  2004  were $467,477.

As  of  March  31,  2004  there  were  74,706,704  shares of Common Stock issued
and  outstanding.

As  of  March  31,  2004,  there  were  42,627,554  shares  of Common Stock held
by  non-  affiliates.  The  aggregate  market value of the Issuer's common stock
held  by  non-affiliates  was  $2,131,377  based  on  the  closing  price of the
Issuer's  common  stock  on  March  31,  2004  of  $.05.

Transitional  Small  Business  Disclosure  Format  (Check  one):  Yes [ ] No [X]





TELECOMMUNICATION  PRODUCTS,  INC  TABLE  OF  CONTENTS

PART  I
PAGE  NO.

ITEM  1     DESCRIPTION  OF  BUSINESS                                        2
ITEM  2     DESCRIPTION  OF  PROPERTY                                        6
ITEM  3     LEGAL  PROCEEDINGS                                               6
ITEM  4     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS      7

PART  II
ITEM  5     MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS  7
ITEM  6     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL
                   CONDITION  AND  RESULTS  OF  OPERATION                    7
ITEM  7     FINANCIAL  STATEMENTS                                           13
ITEM  8     CHANGES  IN  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING
                   AND  FINANCIAL  DISCLOSURE                               24

PART  III
ITEM  9      DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT       24
ITEM  10     EXECUTIVE  COMPENSATION                                        26
ITEM  11     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
                     MANAGEMENT  AND  RELATED  STOCKHOLDER  MATTERS         26
ITEM  12     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS             27
ITEM  13     EXHIBITS  AND  REPORTS  ON  FORM  8-K                          30
ITEM  14     CONTROLS  AND  PROCEDURES                                      31







PART  I






ITEM  I  BUSINESS

OVERVIEW

The  "Company"  or  "Telpro",  is  a  provider  of  in-room,  on-demand  video
entertainment  and  satellite  services to the domestic lodging industry. Telpro
has  a  base  of  approximately 8,000 installed rooms, which consist of contract
rights of Hotel Movie Networks with Pay Per View and Cable/Satellite access, and
associated  Hardware  and  Peripherals.  The  purchase  of  Hotel Movie Network,
enabled  Telpro  to provide in-room video entertainment and information services
on several platforms. The Video On Call system allows hotel guests to select, at
any  time,  movies  through the television set in their hotel rooms. The PPV S-8
system  is  a reliable basic Pay Per View system that allow the Company to enter
the  Mid  to  Small  hospitality  market  on  a  cost  effective  basis.

In  addition  to  movies, Telpro's platforms will provide for in-room viewing of
select  cable  channels  (such  as  HBO,  Starz Encore, ESPN, CNN and the Disney
Channel)  and  other  interactive  and  information  services, which include the
capability  for  high-speed  Internet  access.  Telpro  primarily  provides  its
services  under long-term contracts to hotel chains, hotel management companies,
and  individually  owned and franchised hotel properties. Telpro offers services
predominantly  in  the  smaller  franchise  hotel  categories  serving  business
travelers  and  other  unaffiliated  hotels.  See  "COMPETITION"  below  and
"Management's  Discussion  and  Analysis  of  Financial Condition and Results of
Operations  -  Business  Risks  -  Dependence  on  Significant  Customers".
All  of  the  installed  rooms  of Hotel Movie Network are located in the United
States  and  its  territories.

HISTORY

Telecommunication  Products,  Inc.  (referred  to herein  as  "Telecommunication
Products",  the  "Company",  "Telpro" or "TCPD"),  a  technological  development
corporation,  was  incorporated  in  Colorado  on  June  8,  1983.  It  was
administratively  dissolved  in 1997 and as a part of winding up of its affairs,
the  directors  acting as  trustees,  entered into a Plan of Merger in 1999 with
Telecommunication  Products,  Inc.  a newly formed entity and merged into it and
then purchased Interleisure S.A. a privately held Company Incorporated under the
laws of the commonwealth of the Dominican Republic. The predecessor business was
to  act  as a developer of data  compression  technology and  video-conferencing
software  but  ventured  into other market  opportunities. The Company failed in
its  business  efforts  prior  to  2002.

On  September,  2002, the Registrant entered into an Letter of Intent with Coast
Communications,  Inc.  for the acquisition of the assets of privately-held Hotel
Movie  Networks,  Inc.,  a  Nevada  Corporation domiciled in Mesa, Arizona. Such
assets  consist  of  inventory,  contracts  and  contract  rights  with  certain
production  studios.

In  January  2003  Telpro  purchased a complete inventory of guest entertainment
systems  from  of Omega Funding, Inc. consisting of hardware and peripherals for
$100,000  in  cash  and  1,900,000  shares  of  common stock. This inventory can
supply  the necessary hardware for deployment into over 100,000 guest rooms at a
savings  over  the  current  industry  average  installation  cost  per  room.

In  March  2003  the Company entered into an agreement to purchase the assets of
Hotel  Movie Networks, Inc. ("HMN") this made the Company a supplier of Video On
Demand  ("VOD")  and  Satellite  Guest  Entertainment  systems to the mid-market
hospitality  industry. The purchase included a customer base of over 8,000 rooms
through  contract  rights and gross revenues of approximately $75,000 per month.
These  contracts  consist  mainly  of  "Free-to-Guest"  or  "Pay-per-Stay" guest
services.  To satisfy the full value of the acquisition the Company paid $75,000
cash  consideration,  $75,000  is due and owing and the Company issued 2 million
shares  of  the  Company's  common stock and agreed to issue 1 million shares of
Preferred  Series A shares at a par value of $1.00 convertible into common stock
and  to  issue  Series B Preferred Stock to fulfill the fair market value of the
assets  acquired.  The  transaction  closed  on  August  1,  2003.

The  acquisition  of  the  assets  of  Hotel  Movie  Network,  Inc.  provided
revenue-generating operations and an infrastructure and a network of independent
contractors  throughout  the  United  States  to  both  service new and existing
accounts  with  its  products  and  services.

On  November  2003, The Company entered into an agreement with EchoStar and Dish
Network  which  enables  the  Company  to  purchase  programming  at a favorable
discount.

..
We  intend  to  bring consumers a quality experience through video on demand and
through  providing  traditional cable, satellite and internet access to users of
Hotel  Movie  Network  Our  web  site  is  www.tellapro.com
                                           ----------------

INDUSTRY  OVERVIEW

The  provision  of in-room entertainment and information services to the lodging
industry  includes  offering  pay-per-view  motion pictures, archived television
content,  games,  music,  internet connectivity, guest programming of select pay
cable  channels, and an increasing array of interactive programs and information
services.  Pay-per-view  services  were  introduced in the early 1970's and have
since  become  a  standard  amenity  offered  by  many  hotels  to their guests.
Historically,  providers  of  programming to hotels delivered their content on a
fixed time schedule that did not provide the hotel guest flexibility in choosing
when  to  watch a movie. Typically, a guest would be offered a choice of four to
eight  movies,  each  of  which would be shown once every two to four hours. The
development  of  video  switches  enabled  providers of pay-per-view services to
offer  scheduling  flexibility  to  the  viewer. Depending on the type of system
installed and the size of the hotel, guests can choose up to 50 different movies
with  an on-demand system. Changes in technology have also led to the ability to
provide  a  number of on-demand interactive services such as guest folio review,
automatic  checkout,  survey  completion,  guest  messaging,  video  games,  and
internet  service.  The  market  for  in-room  entertainment  and information is
characterized  as  a  highly  competitive  environment  among  several
industry-dedicated  companies  and  a  number  of  new  entrants including cable
companies,  telecommunications  companies,  laptop  connectivity  companies  and
others.  See  additional  discussion  in  "Competition"  below.
..
OUR  BUSINESS

Manual  functions  of  the  equipment  and  system  are  limited  to  changing
videocassettes  once  per  month  and  will  be  all handled by Telpro's service
personnel,  who  also  update  the  system's  movie  titles screens. Hotel Movie
Network's information system is capable of generating regular reports of guests'
entertainment  selections,  permitting  to  adjust its programming to respond to
viewing  patterns.  The number of guests that can view a particular movie at the
same  time varies from hotel to hotel depending upon the popularity of the movie
and  by  providing  more  copies  of  the most popular programming titles to the
hotels.

Increased  deployment  of  high-speed, two-way digital communications capability
may enable Telpro to provide more advanced interactive and information features,
such as video games, in addition to basic guest services such as video checkout,
room  service  ordering  and guest satisfaction surveys. The system also enables
hotel  owners to broadcast informational and promotional messages and to monitor
room  availability.

For  example, in a typical hotel with 200 rooms, the central head-end video rack
would  consist of approximately 30 videocassette recorders containing up to four
copies  of the most popular movies and a total of up to 15 different titles. The
system  includes a computerized in-room on-screen menu that offers guests a list
of only those movie selections available to the guest at that time. As a result,
even though the on-screen menu may not include a list of all titles available in
the  particular  hotel,  the list includes all movies currently available to the
guest,  thus  eliminating the possibility of a guest being disappointed when the
guest's  selection  is  not  available.

Telpro  will undertake a significant investment when it installs its system in a
hotel  property,  sometimes rewiring part of the hotel. Depending on the size of
the  hotel property, the quality of the cabling and antenna system at the hotel,
and  the  configuration of the system installed, the installation cost of a new,
on-demand  system  with movies, guest services, including the head-end equipment
averages  from  approximately  $80  to  $120  per  room.

The  installation cost of a system with digital content storage is approximately
$45  per  room  higher than the system in the same size hotel. The system can be
modified  to enable On Call functionality for movies, games, Internet, and guest
services  at  a  cost  of $280 per room. Video On Call will only be installed in
association  with videocassette players, rather than digital content storage, in
certain  markets  due to constraints placed on Telpro by most movie studios that
provide  Telpro  with  movie  content.

The  Video  System  will  be  the  Company's  primary platform. It consists of a
microprocessor controlling the television in each room, and a central video rack
and  system  computer  located  elsewhere  in  the  hotel.  Programming  signals
originate  from  videocassette  players located within the head-end rack and are
transmitted  to individual rooms by way of video technology. The system computer
controls  movie  starts  automatically.  The  system  computer  also records the
purchase  by  a  guest  of  any  title  and  reports billing data to the hotel's
accounting  system,  which  posts  the  charge  to  the  guest's  bill.

SERVICES
                           Pay-Per-View Movie Services

Telpro  provides  on-demand  and,  in  some  cases, scheduled in-room television
viewing  of  major motion pictures and independent non-rated motion pictures for
mature audiences, for which a hotel guest pays on a per-view basis. Depending on
the  type of system installed and the size of the hotel, guests can choose up to
30  different movies with a Video On Call system, or from eight to twelve movies
with  a  scheduled  system.

Telpro obtained a non-exclusive rights to show recently released motion pictures
from  major motion picture studios generally pursuant to a master agreement with
each  studio.  The license period and fee for each motion picture are negotiated
individually  with  each  studio,  which typically receives a percentage of that
picture's gross revenues generated by the pay-per-view system. Typically, Telpro
obtains  rights  to  exhibit  major  motion  pictures  during  the  "Hotel/Motel
Pay-Per-View  Window," which is the time period after initial theatrical release
and  before  release for home video distribution or cable television exhibition.
Telpro attempts to license pictures as close as possible to the motion pictures'
theatrical release date to benefit from the studios' advertising and promotional
efforts.  Telpro  also  obtains  independent  motion pictures, most of which are
non-rated and are intended for mature audiences, for a one-time flat fee that is
nominal  in  relation  to  the  licensing  fees  paid for major motion pictures.

Telpro provides service under contracts with hotels that generally provide for a
term  of  five to seven years. Under these contracts, Telpro installs its system
into  the  hotel  at  Telpro's  cost  and  Telpro  retains  ownership of all its
equipment  used  in  providing  the  service.  Telpro has required the hotels to
provide  televisions.  Telpro's  contracts  with  hotels  generally provide that
Telpro  will  be  the  exclusive  provider  of  in-room,  pay-per-view  video
entertainment services to the hotel and generally permit Telpro to set the movie
price.  Under  certain circumstances, certain hotels may have the right to prior
approval  of  the  price  increases,  which  approval  may  not  be unreasonably
withheld.  The hotels collect movie-viewing charges from their guests and retain
a commission equal to a negotiated percentage of the total pay-per-view revenue,
which varies in relationship with the size and profitability of the system. Some
contracts  also  require  Telpro  to  upgrade  systems  to  the  extent that new
technologies and features are introduced during the term of the contract. At the
scheduled  expiration  of  a  contract,  Telpro  generally  seeks  to extend the
agreement  on terms that are based upon the competitive situation in the market.

The  revenue  which  is  generated from pay-per-view service is dependent on the
occupancy  rate  at the property, the "buy rate" or percentage of occupied rooms
that buy movies or other services at the property, and the price of the movie or
service.  Occupancy rates vary based on the property's location, its competitive
position  within  the  marketplace and, over time, based on seasonal factors and
general economic conditions. For instance, occupancy rates and revenues per room
typically are higher during the summer months and lower during the winter months
due  to  seasonal travel patterns. Buy rates generally reflect the hotel's guest
mix  profile, the popularity of the motion pictures or services available at the
hotel,  and  the  guests'  other entertainment alternatives. Buy rates also vary
over time with general economic conditions and the business of Telpro is closely
related  to  the performance of the business and Mid sized hotel segments of the
lodging  industry.  Movie price levels are set based on the guest mix profile at
each property and overall economic conditions. Currently, movie prices typically
range  from  $8.95  to  $9.95  for  a  purchase  by  the  hotel  guest.

Guest  Programming  Services

Telpro  also  markets  guest-programming  services pursuant to which a hotel may
elect  to receive one or more programming channels, such as HBO, CNN, ESPN, TBS,
Disney  Channel,  Discovery  Channel,  and other cable networks, which the hotel
provides  to  guests  at  no additional cost. Telpro  provides hotels with guest
programming  services  through  a  variety of arrangements, including having the
hotel  pay  the  company  a  monthly  fee  per room for each programming channel
selected  or  including  the cost or part of the cost of such programming within
the  Company's overall contractual arrangements with the hotel or hotels. Telpro
has  a  unique  contract  with  each  network  vendor (approximately 30 vendors,
serving  50-60 channels). Payment to network vendors is based on subscriber/room
count  but  also  use  variables  such  as the combination of channels received,
occupancy,  volume,  and  penetration.  The  term  of the contracts with network
vendors  average  three  to  five  years.

SUPPLIERS

In  some  cases Telpro contracts directly with various electronics firms for the
manufacture  and assembly of its systems hardware. Historically, these suppliers
have  been  dependable  and able to meet delivery schedules on time. The Company
believes  that,  in  the event of a termination of any of its sources, alternate
suppliers  could  be  located  without  incurring  significant  costs or delays.
However, certain electronic component parts used with the Company's products are
available  from  a  limited  number of suppliers and can be subject to temporary
shortages.  In such event, the Company could experience a temporary reduction in
the  rate  of  new  installations  and/or  an  increase  in  the  cost  of  such
installations.  If  the  Company  were  to  experience  a  shortage of any given
electronic  part,  the Company believes that alternative parts could be obtained
or  system  design  changes  could  be  made.

The head-end electronics for the Company's systems is assembled at the Company's
facilities  for  testing  prior  to  shipping. Following assembly and testing of
equipment designed specifically for a particular hotel, the system is shipped to
each  location,  where  Telpro-  employees  trained  technicians  to install the
system,  typically  assisted  by  independent  contractors.

Telpro,  through  its  acquisition  of  Hotel  Movie  Network,  maintains direct
contractual  relations  with  various  suppliers  of  pay-per-view  and  guest
programming services, including the motion picture studios and/or their domestic
and  international  distributors  and  programming networks. Telpro believes its
relationships  with  all  suppliers  are  adequate.

SALES  AND  MARKETING

Substantially all revenue is derived from obtaining contracts with hotels in the
United  States  not under contract with existing vendors or whose contracts with
other  vendors  are expiring or have expired. Telpro believes that opportunities
for  additional growth in the markets in the United States are more limited than
in  the  past.  The  Company  strategy  for new customers is target both smaller
hotels  lower  cost  hotels as well. Management anticipates that the lower costs
and  flexibility  afforded  by  the  Company's  products  will make marketing to
smaller  hotels  and  some lower cost hotels economically attractive than in the
past.

CUSTOMERS

The  Company  typically  negotiate  and enter into a separate contract with each
hotel for the services provided. However, for some of the large hotel management
companies the Company will negotiate and enter into a single master contract for
the  provision  of  services  for  all  of  the corporate-managed hotels of such
management company. In the case of franchised or independently owned hotels, the
contracts  are  generally  negotiated  separately  with  each  hotel.

Existing  contracts  generally  have a term of five to seven years from the date
the  system becomes operational. At expiration, Telpro typically seeks to extend
the  term  of  the  contract  on  then  current  market  terms.

COMPETITION

In  the  U.S.,  taking  into  account  the various providers of cable television
services,  there  are  numerous  providers of in-room video entertainment to the
lodging  industry,  and  at least two of our competitors, LodgeNet Entertainment
Corporation,  and  Inn  Room  Video, Inc., provide on-demand pay-per-view, guest
programming  and guest services by means of in-room television. Internationally,
there  are more companies competing in the pay-per-view lodging industry than in
the  United  States.

Pay-per-view,  the  most profitable component of the services currently offered,
competes  for  a  guest's  time  and  entertainment  resources  with  broadcast
television, guest programming, and cable television services. In addition, there
are  a  number  of  competitors  that  are developing ways to use their existing
infrastructure  to  provide in-room entertainment and/or information services to
the  lodging  industry,  including  cable  companies  (including wireless cable)
telecommunications  companies,  internet  and high-speed connectivity companies,
and  direct-to-home  and  direct  broadcast  satellite  companies. Some of these
competitors  have  been  providing  guest programming services to hotels and are
beginning  to  provide  video-on-demand, Internet and high-speed connectivity to
hotels.

Telpro  is a competitive provider of in-room video entertainment services to the
United  States  lodging  industry.  Domestically,  Telpro  competes with smaller
providers  for  the  Mid  to  Small  lodging  market.

Competition  with  respect  to  the provision of in-room video entertainment and
information  systems  centers  on  a  variety  of  factors,  depending  upon the
circumstances  important to a particular hotel. Among the more important factors
are  (i) the features and benefits of the entertainment and information systems,
(ii) the quality of the vendor's technical support and maintenance services, and
(iii)  the financial terms and conditions of the proposed contract. With respect
to  hotel  properties  already  receiving  in-room  entertainment  services, the
current provider may have certain informational and installation cost advantages
compared  to  outside  competitors.

Furthermore,  while the Company is addressing the likelihood of increased demand
for  Internet  services  in  the  hotel  guestroom,  Telpro  may face additional
competition  in  this  area  from  traditional  as  well  as new competitors. In
addition,  there  are a number of potential competitors that could utilize their
existing  infrastructure  to  provide  in-room  entertainment  to  the  lodging
industry,  including  cable  companies  (including  wireless  cable),
telecommunications  companies, and direct-to-home and direct broadcast satellite
companies.  Some  of  these  potential  customers  already  are  providing guest
programming  services  to  hotels  and  testing  on-demand  video. Some of these
competitors may be better funded from public capital or private venture capitals
markets  and  have  access  to additional capital resources that Telpro does not
have.

Telpro  believes  its  competitive  advantages  include:  (i)  low  price;  and
(ii)  system  reliability  and  high  quality  service.

Telpro may compete with local cable television operators by customizing packages
of  programming  to provide only those channels desired by the hotel subscriber,
which  typically  reduces  the  overall  cost  of  the  service  provided.

Telpro anticipates substantial competition in obtaining new contracts with major
hotel  chains.  The  Company  believes that hotels view the provision of in-room
on-demand entertainment and information both as a revenue source and as a source
of  competitive  advantage  because  sophisticated hotel guests are increasingly
demanding a greater range of quality entertainment and information alternatives.
At  the  same time, Telpro believes that certain major hotel chains have awarded
contracts  based  primarily  on  the  level  and  nature  of financial and other
incentives  offered  by  the  service  provider.  While the Company believes its
competitive  position  could enable Telpro to continue to enter into contractual
arrangements  that  are  attractive  to  hotels,  its competitors may attempt to
maintain  or  gain  market share at the expense of profitability. Telpro may not
always  be  willing  to  match  incentives  provided  by  its  competitors.

The  communications  industry  is  subject  to  rapid  technological change. New
technological developments could adversely effect Telpro's operations unless the
Company  is  able  to  provide  equivalent  services  at  competitive  prices.

INTERNATIONAL  MARKETS

In  addition  to its intended operations in the United States, Telpro may in the
future offer its services in Canada, Latin America, Puerto Rico, the U.S. Virgin
Islands,  Hong  Kong,  Singapore,  Thailand, Australia, the Bahamas, Europe, and
elsewhere  in the Asia-Pacific region. However, the Company generally would also
incur greater capital expenditures and operating and servicing costs outside the
United  States.

The  competition  to  provide  pay-per-view  services  to  hotels  is greater in
international  markets  than  in  the  United  States.  Expansion  of  Telpro's
operations  into  foreign markets involves certain risks that are not associated
with  further  expansion  in  the  United  States,  including  availability  of
programming,  government  regulation,  currency fluctuations, language barriers,
differences  in  signal  transmission  formats,  local  economic  and  political
conditions,  and  restriction on foreign ownership and investment. Consequently,
these  risks  may  hinder  Telpro's ability to create any base of hotel rooms in
foreign  markets.

PRODUCTS  AND  PROJECTS  UNDER  DEVELOPMENT

Telpro  will  be  supplying  a  Point  to  Point  Wireless  Local  Loop internet
connectivity  thorough  a  WAP  (Wireless  Access  Point)  technology which will
connect  the  Hotel  and  MDU  Properties to a new in room  system for Lap Top &
Computer users and will launch a new set top box and handheld remote control for
the  Televisions.  These  products will enable guests a large variety of in room
Digital  Services  from  making  airline  reservations,  ordering  pizza,
transportation  services  along with delivery of Hollywood movies, Sports & Live
Events,  and  distinct  genres  of  Pay  Per  View  content.



ITEM  2.

DESCRIPTION  OF  PROPERTY

Our  principal  executive  office  address was 9171 Wilshire Boulevard, Suite B,
Garden  Level, Beverly Hills, California 90120. We lease our facilities month to
month. Our rent expense was $12,000 for the year ended March 31, 2004.  In April
2004  we  relocated  to  Our principal office to 1926 Hollywood Boulevard, Suite
208,  Hollywood  Florida, 33020  The facilities are of adequate size to allow us
to  grow to approximately 4 people, after which time we will need to seek larger
space.  Our  month-to-month  agreement will allow us flexibility in moving as we
employ  more  personnel.

We  took  over  a  lease  through  the  acquisition  of Hotel Movie Network. The
facilities  are  located  at  1030  S.  Mesa  Drive,  Mesa, Arizona 85210. These
premises have 30,000 square feet of storage and 5,000 square feet of offices and
work  shops.  We  believe  these  facilities  are adequate in size to handle all
operations  the  United  States  and  the  Caribbean for the foreseeable future.


ITEM  3.  LEGAL  PROCEEDINGS

We  settled  the lawsuit filed by John M. Brazier against us, our transfer agent
and  Mr.  Russell filed in May 2003 in the District Court of Denver in the state
of Colorado. The settlement terms require us to issue Mr. Brazier 770,000 shares
of  our  common stock and warrants to purchase an additional 2 million shares of
our  common  stock  at  $0.15  per  share.  Additionally,  we  will  pay  Mr.
Brazier $177,500  in  cash. We  have  already  issued the shares to Mr. Brazier.
We are obligated to pay the  cash  from  the  Equity  Line  we  have  in  place.


In  July 2003, we were served with a lawsuit from William B. Krusheski in United
States  District  court for Southern District of California. The complaint seeks
in  excess of $75,000 on a note allegedly due and $135,000 in other compensatory
damages.  In  April  2004  the  Company entered into a settlement agreement with
incremental  cash payments totaling $100,000 payable over the course of 4 months
beginning  May  15,  2004.

In  March  2004  Mr.  Dennis  H. Johnston a former  Director and General Counsel
filed  a lawsuit in the state of CaliforniaWe believe the law suit filed by Mr.
Johnston  is frivolous and we have to date responded with a motion to strike and
a  motion  for  demurrer.


Other than the legal matters disclosed above, we are not aware of any litigation
or  potential  litigation  affecting  us  or  our  assets.


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

There  were  no  matters submitted to a vote of security holders during the year
ended  March,  2004.


                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

Our  common stock began trading on the Over-The-Counter Bulletin Board under the
symbol "TCPD" on November 10, 2001. Prior to November 10, 2001, our common stock
was  quoted  under  the  symbol  "TLCR."

The  following  table  sets  forth the high and low bid prices for shares of our
common  stock for the periods noted, as reported by the National Daily Quotation
Service and the Over-The-Counter Bulletin Board. Quotations reflect inter-dealer
prices,  without  retail  mark-up, mark-down or commission and may not represent
actual  transactions.

<TABLE>
<CAPTION>
<S>                                 <C>       <C>
                                    LOW        HIGH
                                    ---        ----
2003
----
First Quarter                       .14       .55
Second Quarter                      .02       .22
Third Quarter                       .23       .50
Fourth Quarter                      .26       .44

2004
----
First Quarter                       .15       .21
Second Quarter                      .04       .16
Third Quarter                       .04       .13
Fourth Quarter                      .04       .12
</TABLE>

As  of  March  31,  2004,  our  common  stock  was  held  by  approximately  326
stockholders  of  record.  We  believe  that  the number of beneficial owners is
substantially  greater  than  the number of record holders because a significant
portion  of  our  outstanding  common  stock is held of record in broker "street
names" for the benefit of individual investors. The transfer agent of our common
stock  is Manhattan Transfer Registrar  Company. Their phone number is (631) 585
7341

DIVIDEND  POLICY

Our  Board of Directors determines any payment of dividends. We do not expect to
authorize  the  payment  of  cash  dividends  on common stock in the foreseeable
future.  Any  future  decision  with  respect to dividends will depend on future
earnings,  operations,  capital  requirements  and availability, restrictions in
future  financing  agreements,  and other business and financial considerations.
The  Preferred  Stock  when  authorized with rights and privileges could require
dividends.  The  Company  has  not paid any dividends in the past several years.

RECENT  SALES  OF  UNREGISTERED  SECURITIES.

(a)  During  the  first  and  second  quarter  of the fiscal year the Registrant
received  monies  from an individual totaling $120,000 the Registrant  agreed to
convert  the  Note  to  equity  and  issued  4,000,000  shares  of common stock.

(b) In April 2003 the Registrant issued 2,000,000 shares of common stock for the
Acquisition  of  Hotel  Movie  Network.

(c)  In  September 2003 the Registrant sold 2,400,000 shares of its common stock
at  $.04  a  share  for  a  total  of  $96,000.

(d)  In  November  2003  the Registrant  received a loan from an investor in the
amount  of  $40,000 in February the Company agreed to convert the Note to equity
and  issued  2,000,000  shares  of  common  stock.

(e)  In  December  2003 the Registrant issued 770,000 shares of common stock for
litigation  settlement  Brazier  v  Telecommunication  Products,  Inc./ Russell.

(f)  In  March  2004  the Registrant Issued 8,300,000 shares of common stock for
past  consideration.

(g)During the fiscal year the Registrant issued 8,812,087 shares of common stock
for  executive  compensation.

(h)  During  the  fiscal  year  the Registrant issued 1,081,094 shares of common
stock  for  employees'  salary.

(i)  During  the  fiscal year the Registrant issued options exercised from stock
equity  plan  totaling  1,000,000  shares  of  common  stock

(j)  During  the  fiscal  year the Registrant issued 11,962,188 shares of common
stock  for  services  rendered  to  7  consultants.

In  addition  there  are warrants issued but not exercised 4,400,000 at 0.4cents
and  4,400,000  at  0.8  cents  2,000,000  at  0.15  cents.


Equity  Compensation  Plans

The Company amended the "Telecommunication Products, Inc. Non-Employee Directors
and  Consultants  Retainer  Stock  Plan"  during our fiscal year ended March 31,
2003. The purpose of the plan is to enable Telecommunication Products to promote
the  interests  of  the Company and its shareholders by attracting and retaining
non-employee  directors and consultants capable of furthering the future success
of  the Company and by aligning their economic interests more closely with those
of  the  Company's shareholders, by paying their retainer or fees in the form of
shares  of  the  Company's  common  stock.  In  the period ended March 31, 2004,
pursuant  to  agreements for past and future services, we issued 4 individuals a
total  of  3,000,000  shares  of  common  stock  pursuant  to  this  plan.

We also created the Telecommunication Products, Inc. Stock Incentive Plan during
the  fiscal year ended March 31, 2002. This plan is intended to allow designated
directors,  officers,  employees,  and  certain non-employees to receive certain
options  to  purchase  our  common  stock, and to receive grants of common stock
subject  to  certain  restrictions. The maximum number of shares of common stock
that may be issued pursuant to the plan is 1,000,000 shares. The purpose of this
Plan  is  to provide employees with equity-based compensation incentives to make
significant  and  extraordinary  contributions  to the long-term performance and
growth  of  the  Company,  and  to  attract  and retain Employees of exceptional
ability.  We  have  issued  1,000,000  options  pursuant  to  this  plan.

<TABLE>
<CAPTION>
                                           Equity Compensation Plan Information
                                           ------------------------------------
<S>                          <C>                        <C>                    <C>
                                                                                 Number of securities
                                                                                remaining available for
                                                                                 future issuance under
                             Number of securities to      Weighted-average        equity compensation
                             be issued upon exercise     exercise price of         plans (excluding
                             of outstanding options,    outstanding options,    securities reflected in
                               warrants and rights      warrants and rights           column (a))

       Plan category                   (a)                      (b)                       (c)
 ---------------------------------------------------------------------------------------------------------
 Equity compensation plans
 approved by security
 holders                     --                        --                       --
----------------------------------------------------------------------------------------------------------
 Equity compensation plans
 not approved by security
 holders                     7,950,000                 1,000,000                    50,000
----------------------------------------------------------------------------------------------------------
           Total             7,950,000                 1,000,000                50,000
----------------------------------------------------------------------------------------------------------
</TABLE>


ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION
You should read this section together with our consolidated financial statements
                                                      ----
and  related  notes  thereto  included  elsewhere  in  this  report.

CAUTIONARY  STATEMENT  CONCERNING  FORWARD-LOOKING  STATEMENTS

This  report  contains  forward-looking  statements  that  involve  risks  and
uncertainties. We generally use words such as "believe," "may," "could," "will,"
"intend,"  "expect,"  "anticipate,"  "plan," and similar expressions to identify
forward-looking  statements, including statements regarding our expansion plans.
You  should  not  place  undue reliance on these forward-looking statements. Our
actual  results  could  differ  materially  from  those  anticipated  in  the
forward-looking  statements  for  many reasons, including the risks described in
our  "Risk Factor" section and elsewhere in this report. Although we believe the
expectations  reflected  in  the forward-looking statements are reasonable, they
relate  only  to events as of the date on which the statements are made, and our
                                  ----
future  results,  levels  of  activity, performance or achievements may not meet
these  expectations.  We  do  not  intend  to  update any of the forward-looking
                                                 ----
statements after the date of this document to conform these statements to actual
                     ----
results  or  to  changes  in  our  expectations,  except  as  required  by  law.

CRITICAL  ACCOUNTING  POLICIES

Accounts  receivable  -  The Company follows the allowance method of recognizing
uncollectible  accounts  receivable.  The  allowance  method recognizes bad debt
expense  as  a  percentage  of accounts receivable based on a review of accounts
receivable outstanding and the Company's prior history of uncollectible accounts
receivable.

Fair  value  of  financials  instruments  -  The Company's financial instruments
includes  accounts  receivable,  accounts  payable,  notes payable and long-term
debt.  The  fair  market  value  of  accounts  receivable  and  accounts payable
approximate  their  carrying  values because their maturities are generally less
than  one year. Long-term notes receivable and debt obligations are estimated to
approximate  their  carrying  values  based  upon  their  stated interest rates.

Inventories  - Inventories are stated at the lower of cost (first-in, first-out)
or  market.

Property  and  equipment  -  Property  and  equipment are stated at cost, net of
accumulated  depreciation.  Depreciation  is  provided  primarily  by  the
straight-line  method  over  the  estimated  useful  lives of the related assets
generally  of  five  to  seven  years.

Income taxes -The Company accounts for income taxes in accordance with Statement
of  Financial Accounting Standards No. 109, "Accounting for Income Taxes", which
requires  an  asset and liability approach to financial accounting and reporting
for  income  taxes.  Deferred  income  tax  assets  and liabilities are computed
annually for differences between the financial statement and tax basis of assets
and  liabilities that will result in taxable or deductible amounts in the future
based  on  enacted  tax  laws  and  rates applicable to the periods in which the
differences  are  expected  to  affect  taxable income. Valuation allowances are
established  when  necessary  to  reduce  the  deferred tax assets to the amount
expected  to  be  realized.  Income tax expense is payable or refundable for the
period  plus  or  minus  the change during the period in deferred tax assets and
liabilities.

Revenue  recognition  -  The Company's revenues are derived principally from the
sale  of  satellite  systems and pay-per-view movies to hotels. Revenue from the
sale of satellite systems is recognized after the system has been installed, and
there  are  no  longer  any  material  commitments  to the customer. The Company
recognizes  revenue  from  the  pay-per-view  movies  on  the accrual basis. The
Company  bills  its  customers  for  the  month  that  services  are  performed.


GOING  CONCERN  OPINION

Our  audited  financial  statements  for  the  fiscal year ended March 31, 2004,
reflect  a  net  loss  of  $(2,221,318).  Although  these  conditions  raised
substantial
doubt  about  our  ability  to  continue  as a going concern we Have  access the
Equity  Line  of  Credit  provided by Dutchess Private Equities Fund. We believe
proceeds  from  this  offering  should  enable  us  to  profitability.


TWELVE  MONTH  PERIOD  ENDED  MARCH 31, 2004 AS COMPARED TO TWELVE MONTH PERIODS
ENDED  MARCH  31,  2003

NET  REVENUES
-------------
Net  revenues  for  the  year  ended  March  31,  2004 were $467,477 compared to
none  for  the  year  ended  March  31,  2003 . Our revenues are higher than the
same  period  a  year  ago  due  to  the  acquisition  of  Hotel  Movie Network.

COST  OF  REVENUES
------------------
Cost  of  revenues  for the year ended March  31, 2004 were $222,183 compared to
none  for  the  year ended March 31, 2003.  Our Cost of Revenue increased due to
the  acquisition  of  Hotel  Movie  Network.

OPERATING  EXPENSES
------------------
Operating Expenses for the year ended March 31, 2004 were $2,688,796 compared to
$812,410  for  the  year  ended  March 31, 2003 due to the issuance of shares of
common  stock  recorded  as $1,177,000 for consulting fees and $632,000. for the
issuance  of  common  stock  and  executive compensation recorded as an expense.

OTHER  INCOME
----------------------
Other  Income  for  the year ended March 31, 2004 were none compared to $385,935
for  the year ended March 31, 2003. The decrease on Other Income is due to write
off  of liabilities of prior operating activities in 2003 with no such write off
in  2004.

NET  LOSS
---------
Net  Loss  for  the  year  ended  March  31,  2004  was ($2,221,318) compared to
($426,475)  for  the  year  ended  March  31,  2003  due  to increased operating
expenses  for  the  year  ended  March  31,  2004 compared  to  the  year  ended
March  31,  2003.

BASIC  AND  DILUTED  LOSS  PER  SHARE
-------------------------------------
Our  basic  and  diluted  loss  for  the  year ended  March 31, 2004 was ($.048)
compared  to  ($015.)  for the year ended  March 31, 2003 due to an increase  of
our  Net  Loss.

LIQUIDITY  AND  CAPITAL  RESOURCES
----------------------------------
As of March 31, 2004, our Current Assets were $1,432,863 and Current Liabilities
were  $822,550  Cash and cash equivalents were $1,093. Our Stockholder's Deficit
at  March  31,  2004 was ($595,643). We had a net usage of cash due to operating
activities in March 31, 2004 and 2003 of ($272,851) and ($549,995) respectively.
We  had  net  cash provided by financing activities of $342,719 and $549,995 for
the  twelve  month  period  ended  March  31,  2004  and  2003,  respectively.

We  received  the  following cash loans from unrelated parties all of which were
converted  to  equity:

$120,000.00     June,  2003
$  96,000.00     August,  2003
$  40,000.00     November,  2003

We  received a loan of $20,000.00 from Dutchess Private Equity Fund, L.P. with a
face  value  of  $25,000.00  which  was  repaid.

Our  obligations  include:

A  Promissory  note $1,000,000  payable  based  on  the  purchase  agreement  of
our   subsidiary;  Hotel  Movie  Network  which  pays  7.5%  per  annum.

We  settled  the lawsuit filed by John M. Brazier against us, our transfer agent
and  Mr.  Russell filed in May 2003 in the District Court of Denver in the state
of  Colorado.  We  are  obligated  to  pay  $177,500.

We  defaulted  on  a  note  dated  January,  2003  in  the  name  of Mr. William
Krusheski  but  payment  was subject to the approval of an SB2 registration.  We
are in the process of making payments with funding from a financing institution.
The  amount  outstanding  on  March  31,  2004,  amounted  to  $100,000

We are obligated to repay Mr. Richard Valdez'  initial investment in the Company
of  $25,000.00  plus  $12,500.00  interest.  For  a  total  of  $37,500.00

We  are  obligated  to  repay  Mr. Brian Shanklin's investment in the company of
$17,500.00


Investment  Agreement

We  have  entered  into  an  Investment Agreement with Dutchess Private Equities
Fund, L.P. also referred to as an Equity Line of Credit. This agreement provides
that,  following  notice to Dutchess, we may put to Dutchess up to $5 million in
shares  of  our  common  stock  for  a purchase price equal to 94% of the lowest
closing  bid  price  on  the Over-the-Counter Bulletin Board of our common stock
during the 5 day period following that notice. The number of shares that will be
permitted  to  put  pursuant  to  the  Investment  Agreement  will  be  either:

(A)  200% of the average daily volume in the U.S. market of the common stock for
the 20 trading days prior to the notice of our put, multiplied by the average of
the three daily closing bid prices immediately preceding the date of the put, or
(B)  $10,000.  No  single  put  can  exceed  $1,000,000.

We  believe  our  Investment  Agreement with Dutchess will be sufficient to fund
operations  and  capital  requirements  as  presently  planned  over the next 12
months.  We  are  also  pursuing  additional funds through either debt or equity
instruments.  We  may also pursue a working capital line of credit to be secured
by  assets.  However,  such  funds may not be available on favorable terms or at
all.

As  of  March  31,  2004 the Company has put 2,711,559 shares totaling $141,069.


                                  RISK  FACTORS

An  investment  in  our  common stock involves a high degree of risk. You should
carefully  consider  the  following  risk factors, other information included in
this  prospectus  and information in our periodic reports filed with the SEC. If
any  of the following risks actually occur, our business, financial condition or
results  of  operations  could be materially and adversely affected, and you may
lose  some  or  all  of  your  investment.

RISKS  ABOUT  OUR  BUSINESS

OUR  INDEPENDENT  ACCOUNTANTS  HAVE  ISSUED  A  GOING  CONCERN  OPINION.

Our  audited  financial  statements  for  the  fiscal year ended March 31, 2004,
reflect  a  net  loss of ($2,221,318). These conditions raised substantial doubt
about  our  ability  to  continue  as  a  going  concern.  if  we do not acquire
sufficient  additional  funding  or  alternative  sources of capital to meet our
working  capital,  we  may  have  to  substantially  curtail  our operations and
business  plan.

WE  HAVE  SUBSTANTIAL  INDEBTEDNESS  WHICH MAY AFFECT OUR ABILITY TO MAINTAIN OR
GROW  OUR  OPERATIONS.

We  currently  have $822,550 in current liabilities. As a result of our level of
debt  and  the  terms  of  our  debt  instruments:

-    our  vulnerability  to  adverse  general economic conditions is heightened;
-    we will be required to dedicate a substantial portion of our cash flow from
     operations  to  repayment  of  debt,  limiting the availability of cash for
     other  purposes;
-    we  are  and will continue to be limited by financial and other restrictive
     covenants  in  our  ability  to  borrow  additional funds, consummate asset
     sales,  enter  into  transactions  with  affiliates  or conduct mergers and
     acquisitions;
-    our  flexibility  in  planning for, or reacting to, changes in its business
     and  industry  will  be  limited;  and
-    our  ability  to  obtain  additional  financing  in  the future for working
     capital,  capital expenditures, acquisitions, general corporate purposes or
     other  purposes  may  be  impaired.

Our ability to pay principal and interest on our indebtedness and to satisfy our
other debt obligations will partly depend upon our future operating performance,
which will be affected by prevailing economic conditions and financial, business
and  other  factors,  some  of which are beyond our control. If we are unable to
service  our indebtedness, we will be forced to take actions such as reducing or
delaying  capital expenditures, selling assets, restructuring or refinancing our
indebtedness, or seeking additional equity capital. We may not be able to affect
any  of  these  remedies  on  satisfactory  terms,  or  at  all.

OUR  OPERATING  RESULTS WILL FLUCTUATE SIGNIFICANTLY FOR THE FORESEEABLE FUTURE,
WHICH  MAY  AFFECT  OUR  STOCK  PRICE.

Our  quarterly  results  of operations have varied in the past and are likely to
continue  to  vary significantly from quarter to quarter. Our operating expenses
are  based  on  expected  future  revenues and are relatively fixed in the short
term.  If  our revenues are lower than expected, our results of operations could
be  adversely  affected.  Additionally,  we  are  unable  to forecast our future
revenues  with  certainty because our business plan contemplates the acquisition
of  new  enterprises. Many factors can cause our financial results to fluctuate,
some  of which are outside of our control. Quarter-to-quarter comparisons of our
operating  results may not be meaningful and you should not rely upon them as an
indication of our future performance. In addition, during certain future periods
our  operating  results likely will fall below the expectations of public market
analysts  and  investors.  In  this  event, the market price of our common stock
likely  would  decline.

WE  NEED  ADDITIONAL CAPITAL TO GROW OUR BUSINESS AND WE MAY NOT BE ABLE TO FIND
SUCH  CAPITAL  ON  ACCEPTABLE  TERMS.

Our  business  plan  contemplates  the  acquisition  of  new enterprises and the
proceeds from our existing financing arrangements may not be sufficient to fully
implement  our  business  plan.  Additionally,  we  may  not be able to generate
sufficient  revenues  from  our  existing  operations  to  fund  our  capital
requirements.  Accordingly,  we  may  require  additional  funds to enable us to
operate  profitably.  Such financing may not be available on terms acceptable to
us. We currently have no bank borrowings or credit facilities, and we may not be
able  to  arrange  any  such debt financing. Additionally, we may not be able to
successfully  consummate  additional  offerings  of stock or other securities in
order  to  meet  our  future capital requirements. If we cannot raise additional
capital through issuing stock or bank borrowings, we may not be able to grow our
business.

OUR  BUSINESS STRATEGY INCLUDES IDENTIFYING NEW BUSINESSES TO ACQUIRE, AND IF WE
CAN  NOT INTEGRATE ACQUISITIONS INTO OUR COMPANY SUCCESSFULLY, WE MAY NOT BECOME
PROFITABLE.

Our  success  partially  depends  upon  our  ability  to  identify  and  acquire
undervalued  businesses.  Although we believe that there are companies available
for  potential  acquisition  that  are  undervalued  and  might offer attractive
business  opportunities,  we may not be able to make any acquisitions, and if we
do  make  acquisitions,  they  may  not  be  profitable.

WE  DEPEND  ON  OUR  KEY PERSONNEL AND IF THOSE PERSONNEL LEAVE THE COMPANY, OUR
BUSINESS  MAY  BE  HARMED.

At  this time, we are almost totally dependent upon  our directors  and officers
of  Telecommunication  Products  Inc.  our  only  business  asset  that  is
producing  significant  revenues.  While  we have an employment  agreement  with
Mr.  Russell,  it  does  not  obligate  him  to  remain as our  Chief  Executive
Officer.  We  do not maintain insurance on the lives of our officers,  directors
or  key  employees.  The  loss  of their services would have a material  adverse
effect  on  our  business.  We  elect  our  directors  each  year  and
while  we  expect to reelect our directors currently on the Board, our directors
are  not  obligated  to  continue  in  their  positions.

SOME OF OUR POTENTIAL FUTURE GROWTH DEPENDS ON INCREASING CUSTOMER ACCEPTANCE OF
THE  METHOD  IN  THE  DELIVERY  OF  PROGRAMMING,  AND  TO  THE  EXTENT THAT SUCH
ACCEPTANCE  FAILS  TO  INCREASE,  WE  MAY  NOT  GROW  OUR  BUSINESS.

While  the  majority  of our revenues are currently derived from the delivery of
programming  and  Pay Per View services, we believe that the introduction of new
technology  and  digital  delivery will attract new potential customers. We have
begun to enter the Pay Per View marketplace and believe this Industry could lead
to  future  growth  for  our company. The Pay Per View industry has historically
experienced  a  dramatic  rate  of  growth  both  in  the  United  States  and
internationally.  If  the  rate  demand  should  slow down we may not be able to
expand  our  business.

OUR  INDUSTRY HAS RAPIDLY CHANGING TECHNOLOGY AND, IF WE DO NOT STAY CURRENT, WE
MAY  LOSE  CUSTOMERS  AND  OUR  BUSINESS  WILL  BE  HARMED.

The  Pay  Per  View  industry  and  related  technology  business  involve  a
broad  range  of  rapidly changing technologies. Our technologies may not remain
competitive  over time, and others may develop technologies that are superior to
ours  which  may render our products non-competitive. Our business may depend on
trade  secrets,  know-how, continuing innovations and licensing opportunities to
develop  and maintain our competitive position. Others may independently develop
equivalent  proprietary  information or otherwise gain access to or disclose our
information.  Our  confidentiality  agreements  on which we rely may not provide
meaningful  protection  of any trade secrets on which we may depend for success,
or  provide  adequate remedies in the event of unauthorized use or disclosure of
confidential  information  or  prevent our trade secrets from otherwise becoming
known  to  or  independently  discovered  by  our  competitors.





ITEM  7.  FINANCIAL  STATEMENTS

                        Telecommunication Products, Inc.
                              Financial Statements
                                 March 31, 2004

        Contents

Page
Independent  Auditor's  Report                             F-1

Financial  Statements

       Balance  Sheets                                     F-2
       Statements  of  Operations                          F-3
       Statements  of  Stockholders'  Equity               F-4
       Statements  of  Cash  Flows                         F-5

Notes  to  Financial  Statement                         F-6 to F-10

Larry  O'Donnell,  CPA,  P.C.  Telephone  (303)  745-4545
2228  South  Fraser  Street
Unit  1
Aurora,  Colorado  80014

Board  of  Directors
Telecommunication  Products,  Inc.
Beverly  Hills,  California

I  have  audited  the  accompanying balance sheet of Telecommunication Products,
Inc.  as  of  March  31,  2004  and  the  related  statements  of  operations,
stockholders'  equity and cash flows for the two years then ended This financial
statement  is  the responsibility of the Company's management. My responsibility
is  to  express  an  opinion  on  this  financial  statement based on my audits.

I conducted my audit in accordance with generally accepted auditing standards in
the  United  States  of America. Those standards require that I plan and perform
the  audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting the amounts and disclosures in the financial statements. An
audit  also  includes  assessing  the accounting principles used and significant
estimates  made  by  management,  as  well  as  evaluating the overall financial
statement  presentation. I believe that my audits provide a reasonable basis for
my  opinion.

In  my  opinion,  based  on  my  audits  and  the  report of other auditors, the
financial  statements referred to above fairly present in all material respects,
the  financial  position of Telecommunication Products, Inc as of March 31, 2004
the results of its operations and cash flows for the two years then ended and in
conformity with generally accepted accounting principles in the United States of
America.

As  discussed in Note 11 to the financial statements, the value off common stock
issued  for  inventory  was  overstated resulting in overstatement of previously
reported  inventories  as  of  March  31,  2003,  which were restated during the
current  year.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 9 to the
financial  statements,  the  Company's  significant  operating  losses  raise
substantial  doubt  about  its  ability  to  continue  as  a  going concern. The
financial  statements  do not include any adjustments that might result from the
outcome  of  this  uncertainty.



/s/  Larry  O'Donnell,  CPA,  P.C.
-----------------------------
Larry  O'Donnell,  CPA,  P.C.
July  1,  2004
                  F-1

<TABLE>
<CAPTION>
<S>                              <C>              <C>

                         Telecommunication Products, Inc.
                                   Balance Sheets

                                   March 31,       March 31,
                                     2004             2003
                                  -----------     ----------

                                  Assets
Current Assets
Cash                                $  1,093
Accounts receivable                   60,404
Inventories                        1,371,366        $100,000
                                   -----------      --------
 Total current assets              1,432,863         100,000
                                   -----------      --------
Property and equipment
Hotel equipment                      622,805
Office furniture and equipment       448,698          36,974
Leasehold improvements                28,300
                                   -----------      --------
                                   1,099,803          36,974
Less accumulated depreciation        867,080          17,868
                                   -----------      --------
                                     232,723         19,106
                                   -----------      --------
                                  $1,665,586        $119,106
                                  ==========       =========

                   Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued
 expenses                           $532,550        $145,137
Related party loans payable          215,000         162,500
Loans payable                                         42,000
Bond payable                          75,000          75,000
                                   -----------      --------
     Total current liabilities       822,550         424,637
                                   -----------      --------
Convertible notes payable          1,438,678
                                   -----------      --------
Commitments and contingency
Stockholders' Equity
Preferred stock, no par value,
      50,000,000 shares
      authorized, 800,000 shares
      issued and outstanding         800,000         800,000
Common stock, no par value,
      100,000,000 shares
      authorized, 74,706,704 and
      30,723,805 respectively shares
      issued and outstanding       3,638,451       1,707,244
Accumulated deficit               (5,034,093)     (2,812,775)
                                   -----------    ----------
                                    (595,642)       (305,531)
                                   -----------    ----------
                                   $1,665,586        $119,106
                                   ==========       =========
                      See Notes to Financial Statements
                          F-2
</TABLE>
<TABLE>
<CAPTION>
                         Telecommunication Products, Inc.
                              Statements of Operations
<S>                                                            <C>                 <C>

                                                                   Year ended March  31,
                                                                   ---------------------
                                                                   2004            2003

Revenues                                                       $  467,477
                                                                ----------
Expenses
Cost of sales                                                     222,183
General and
Administrative
Expenses                                                        2,385,648       $ 787,910
Research and
Development                                                                        24,500

Interest                                                           80,965
                                                               ----------       ---------

 Operating
 Expenses                                                       2,688,796         812,410

 Other income -
 Writeoff of
 Liabilities                                                                      385,935
                                                               ----------     -----------

Net Income
  (Loss)                                                       $(2,221,319)    $ (426,475)
                                                               ============    ==========

Basis and Diluted
   Earnings
   (Loss)
   Per Share
                                                                   $(.048)        $(.015)
                                                                   =======         ======
Weighted
average
shares
out-
standing                                                         46,485,000    27,062,000

See Notes to Financial Statements

                                     F-3

</TABLE>


<TABLE>
<CAPTION>
                                              Telecommunication Products, Inc.
                                             Statement of Stockholders' Equity
                                             Years Ended March 31, 2004 and 2003
<S>                     <C>          <C>       <C>        <C>      <C>            <C>
                        Common Stock          Preferred Stock   Accumulated       Total
                          Shares       Amount   Shares    Amount    Deficit

Balance, March 31, 2002  25,873,800  $1,234,744                  $(2,386,300)    $(1,151,556)

Issuance of common stock
 for services at $.15 per
sharebased on value of services
 performed . . . . . .    1,950,000    292,500                                       292,500

Common stock issued for
 inventory at no value  per
 share . . . . . . ..   .  1,900,000

Conversion of debt . . .   1,000,000    180,000 800,000   800,000                     980,000

Net loss for the year. . . .                                        (426,475)        (426,475)

Balance, March 31, 2003. .30,723,800 $1,707,244  800,000 $800,000 $(2,812,775)       $305,531

Issuance of common stock
  for Hotel Movie Network  2,000,000

Issuance of common stock
 for services based on value
 of services performed . .21,855,369  1,384,738                                      1,384,738

Issuance of common stock
  As collateral for debt . 2,000,000

Common stock issued for
cash . . . . . . . . . . . 3,711,559    259,669                                        259,669

Issuance of common stock for
 debt .                    8,400,000    256,000                                        256,000

Issuance of common stock for
 past considerations       8,300,000

Issance of common stock for
Litigation settlement        770,000     30,800                                        30,800

Common stock returned     (3,054,029)

Net loss for the period. .                                          (2,221,319)     (2,221,319)

Balance, March 31, 2004.  74,706,704  $3,638,451  800,000 $800,000 $(5,034,093)      $(595,642)

See Notes to Financial Statements
</TABLE>
F-4
<TABLE>
<CAPTION>
                                       Telecommunication Products, Inc.
                                                Statements of Cash Flows
                                       -------------------------------
<S>                                                                           <C>            <C>
                                                                              Years  ended  March
                                                                                    March  31,
                                                                               2004          2003
Cash Flows from Operating Activities
Net income (loss). . . . . . . . . . . .                                     $(2,221,318)  $(426,475)
Adjustments to reconcile net income
 to net cash from operating activities
 Depreciation . . . . . . . . . . . . .                                           99,565      6,924

 Stock issued for
Services. . . . . . . . . . . . . . . .                                        1,415,538    292,500
Write off of
Liabilities . . . . . . . . . . . . .                                                      (385,935)
Decrease (increase) in:
Accounts receivable . . . . . . . . . .                                           36,643    112,305
Inventory . . . . . . . . . . . . . . .                                           11,794   (100,000)
Other assets. . . . . . . . . . . . . .                                                      60,812
Increase (decrease) in:
Accounts payable
and accrued
expenses. . . . . . . . . . . . . . . .                                           384,927   (110,126)
                                                                              ----------- -----------
Net cash provided (used)
By operating. . . . . . . . . . . . .                                            (272,851)  (549,995)
                                                                             ------------   ----------
 Cash Flows From Investing Activities
Acquisition of property
And equipment . . . . . . . . . . . . .                                            (2,059)
Acquisition Home
Movie Network,
Inc. net of cash acquired . . . . . . .                                           (66,716)
                                                                              -----------   ----------
Net cash provided (used)
in investing
activities. . . . . . . . . . . . . . .                                           (68,775)   (36,974)
                                                                              -----------   ----------
Cash Flows From Financing Activities
Increase in
bond payable. . . . . . . . . . . . . .                                                       75,000
Increase in
loans payable . . . . . . . . . . . . .                                            83,050    294,995
Proceeds from
sale of stock . . . . . . . . . . . .                                             259,669    180,000
Contribution of
Capital . . . . . . . . . . . . . . . .
                                                                                ---------  ---------
Net cash used by financing
Activities. . . . . . . . . . . . . . .                                           342,719    549,995
                                                                                ---------  ---------
Net increase
(decrease) in
cash                                                                         1,093
Cash, beginning
                                                                           -------     -------
Cash, ending                                                                $1,093
                                                                           =======     =======
Schedule of noncash investing and financing transactions

Common stock
issued for inventory                                                       $   -       $    -
Amounts Payable Converted
To preferred Stock                                                                     $800,000
Common stock issued
For debt                                                                    256,000

See Notes to Financial Statements
</TABLE>
                                                      F-5

                        Telecommunication Products, Inc.
                          Notes to Financial Statements

1.  Summary  of  significant  accounting  policies

Nature  of  operations - Telecommunication Products, Inc. (referred to herein as
"Telecommunication  Products,"  the  "Company"  or  "Telpro"),  a  technological
development  corporation,  was  incorporated  in  Colorado  on June 8, 1983, The
company  was  established  as  a  developer  of  data  compression  technology.

With  the  acquisition  of Hotel Movie Networks Inc. provided a revenue-positive
operations infrastructure and an extensive network of contractors throughout the
United States to both deploy new technology and expand product lines. Operations
consist  of  on  going  pay-per-view movie rentals from hotel establishments and
related  services  with these hotel establishments. The company previously was a
development  stage  enterprise.

Cash  and  cash  equivalents  - For purposes of the statement of cash flows, the
Company considers all highly liquid debt with original maturities of ninety days
or  less,  to  be  cash  equivalents.

Accounts  receivable  -  The Company follows the allowance method of recognizing
uncollectible  accounts  receivable.  The  allowance  method recognizes bad debt
expense  as  a  percentage  of accounts receivable based on a review of accounts
receivable outstanding and the Company's prior history of uncollectible accounts
receivable.

Fair  value  of  financials  instruments  -  The Company's financial instruments
includes  accounts  receivable,  accounts  payable,  notes payable and long-term
debt.  The  fair  market  value  of  accounts  receivable  and  accounts payable
approximate  their  carrying  values because their maturities are generally less
than  one year. Long-term notes receivable and debt obligations are estimated to
approximate  their  carrying  values  based  upon  their  stated interest rates.

Inventories  - Inventories are stated at the lower of cost (first-in, first-out)
or  market.

Property  and  equipment  -  Property  and  equipment are stated at cost, net of
accumulated  depreciation.  Depreciation  is  provided  primarily  by  the
straight-line  method  over  the  estimated  useful  lives of the related assets
generally  of  five  to  seven  years.

Income taxes -The Company accounts for income taxes in accordance with Statement
of  Financial Accounting Standards No. 109, "Accounting for Income Taxes", which
requires  an  asset and liability approach to financial accounting and reporting
for  income  taxes.  Deferred  income  tax  assets  and liabilities are computed
annually for differences between the financial statement and tax basis of assets
and  liabilities that will result in taxable or deductible amounts in the future
based  on  enacted  tax  laws  and  rates applicable to the periods in which the
differences  are  expected  to  affect  taxable income. Valuation allowances are
established  when  necessary  to  reduce  the  deferred tax assets to the amount
expected  to  be  realized.  Income tax expense is payable or refundable for the
period  plus  or  minus  the change during the period in deferred tax assets and
liabilities.

Use  of  estimates  - The preparation of financial statements in conformity with
generally  accepted  accounting principles requires management to make estimates
and  assumptions  that  affect  reported  amounts  of assets and liabilities and
disclosure  of  contingent  assets  and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and  expenses  during the
reporting  period.  Actual  results  could  differ  from  those  estimates.


                                       F-6

Revenue  recognition  -  The Company's revenues are derived principally from the
sale  of  satellite  systems and pay-per-view movies to hotels. Revenue from the
sale of satellite systems is recognized after the system has been installed, and
there  are  no  longer  any  material  commitments  to the customer. The Company
recognizes  revenue  from  the  pay-per-view  movies  on  the accrual basis. The
Company  bills  its  customers  for  the  month  that  services  are  performed.

Stock  options  -  The Company accounts for stock options issued to employees in
accordance  with  APB  No.25.

The  Company  has  elected  to  adopt the disclosure requirements of SFAS No.123
"Accounting  for  Stock-based  Compensation".  This  statement requires that the
Company  provide  proforma  information  regarding  net income (loss) and income
(loss) per share as if compensation cost for the Company's stock options granted
had been determined in accordance with the fair value based method prescribed in
SFAS  No.  123.  Additionally,  SFAS No. 123 generally requires that the Company
record  options issued to non-employees, based on the fair value of the options.

Income  (Loss)  per share - Basic earnings per share includes no dilution and is
computed  by  dividing  net  earnings  (loss)  available  to stockholders by the
weighted  number  of  common shares outstanding for the period. Diluted earnings
per  share  reflect the potential dilution of securities that could share in the
Company's  earnings.  During the years ended March 31, 2002 and 2001, there were
no  dilutive  securities.

Recent  accounting  pronouncements

SFAS  No. 149 - In April 2003, the FASB issued Statement of Financial Accounting
Standards  No.  149  ("SFAS  149"),  "Amendment  of  Statement 133 on Derivative
Instruments  and Hedging Activities", to provide clarification on the meaning of
an  underlying,  the  characteristics  of  a  derivative that contains financing
components  and  the  meaning  of an initial net investment that is smaller than
would  be required for other types of contracts that would be expected to have a
similar  response  to  changes in market factors. This statement will be applied
prospectively and is effective for contracts entered into or modified after June
30,  2003.  The  statement  will  be  applicable  to  existing contracts and new
contracts  relate  to  forward  purchases  or sales of when-issued securities or
other  securities  that  do  not yet exist. The Company does not expect that the
adoption  of  SFAS  149  will  have a material effect on the Company's financial
statements.

SFAS  No.  150  - In May 2003, the FASB issued Statement of Financial Accounting
Standards No 159 ("SFAS 150"), Accounting for certain financial instruments with
characteristics  of  both  liabilities  and  equity.  This statement establishes
standards  for  how  an  issuer  classifies  and  measures  certain  financial
instruments  with characteristics of both liabilities and equity. This statement
will  be  effective for financial instruments entered into or modified after May
31,  2003,  and  otherwise  is  effective  at the beginning of the first interim
period  beginning  after June 15, 2003. It is to be implemented by reporting the
cumulative  effect  of  a  change  in  an  accounting  principal  for  financial
instruments  created  before  the issuance date of the statement and existing at
the  beginning  of  the  interim period of adoption. The Company does not expect
that  the  adoption  of  SFAS  150  will  have  material effect on the Company's
financial  statements.

                                       F-7

2.  Purchase  of  assets  of  Hotel  Movie  Network,  Inc.

On  March  31, 2003 the Company agreed to purchased of Hotel Movie Network, Inc.
The transaction wsas completed August 1, 2003. The acquisition was recorded as a
purchase.  The  Company  paid $150,000 and issued the securities. The securities
were  two million shares of common stock, a promissory note convertible into one
million  shares  of  Series A Preferred Stock, and a promissory note convertible
for $1,276,809 convertible into an amount of preferred stock which has net to be
determined  (approximately  1,276,809  shares).  The  promissory  note  can  be
converted  into  preferred stock at $1per share. The transaction was recorded as
follows:

Assets  purchased  from  Hotel  Movie  Network,  Inc.:

<TABLE>
<CAPTION>
<S>                              <C>
Cash                           $         8,284
Accounts  receivable                    97,047
Inventory                            1,283,160
Property  and  equipment               161,123
Total  assets  acquired              1,549,614

Liabilities  assumed  from  Hotel  Movie  Network,  Inc.:
Accounts  payable  and  accruals       110,936
Total  liabilities  assumed            110,936

Net  purchase  price                $1,438,678
</TABLE>

The following unaudited pro forma summary presents the results of operations for
the  year ended March 31, 2004 of the Company as if the business combination had
occurred  on  April  1,  2003.

<TABLE>
<CAPTION>
<S>                            <C>
Revenues                       $  720,519
Net  income  (loss)            $2,331,943)
Earnings  (loss)  per  share       $(.050)
</TABLE>

The  above  amounts  are  based upon certain assumptions and estimates which the
Company  believes  are  reasonable.  The  pro  forma  results do not necessarily
represent  results  which  would  have  occurred if the business combination had
taken  place  at  the  date  and  on  the  basis  assumed  above.

In  July  2002  two officers of the Hotel Movie Network, Inc. contributed a note
receivable  valued  at  $1,898,072  in  exchange  for the issuance of 25,000,000
shares  of  common  stock. The note consisted of funds due from an entity, which
had  acquired  the pay-per-view operations from the officers. That entity was an
unrelated  party.  The  note contributed was valued at its predecessor cost. The
note  has  a  collateral  clause  securing all of the assets of the pay-per-view
operations.  The  note  was  in  default  and  the  Hotel  Movie  Network,  Inc.
immediately  foreclosed  on the note and acquired all of the pay-per-view assets
and  related  liabilities.  The  assets  and  liabilities  were  recorded at the
carrying  value  of  the  note.

                                       F-8

3.  Inventories

Inventories  consist  of  finished  goods.

On  January  20,  2003  the  Company acquired inventory for $100,000 ($95,000 is
included  in  accounts  payable) in cash and 1.9 million shares of common stock.

4.  Note  payable

The  Company  has  a  promissory note which bears interest at six percent and is
unsecured. The note is due September, 2003. If the note is not paid at maturity,
the  unpaid  balance and accrued interest shall bear interest at twelve percent.

5.  Bond  payable

The  Company  has  a  bond  payable  which  bears interest at ten percent and is
unsecured.  The  bond is due July, 2003. The Company has the right to extend the
bond  for  another  year  under  the  same  terms.

6.  Preferred  stock

The  Company  has  50,000,000  authorized shares of no par value preferred stock
with  rights and preferences as designated by the board of directors at the time
of issuance. The board has designate one million shares as Series A $1 par value
of which 800,000 shares have been issued and are outstanding. In order to comply
with  its requirement to acquire Hotel Movie Network, Inc. the board is planning
to  designate  increase the authorization of its Series A preferred stock and to
create  a  Series B preferred stock. These series shall be entitled to dividends
proportionate  to  common  shares that the preferred shares are convertible into
common  shares.  In  the  event  of  liquidation,  the  preferred  shares have a
preference  over  the  common  shares.

Series  B  Preferred  Stock  may  be  convertible  into  restricted  shares  of
Company's  common  stock  commencing  two years from the date of issuance at the
rate  of  fifty  percent  of  the  total  Preferred  Shares (50%) per annum at a
agreed  to  value of $2.00 per share for the first  year and $3.00 per share for
the  second  year  subsequent  to the Closing  Date.  The Company shall have the
right  to  redeem  the  Series B Preferred  Stock at anytime prior to conversion
into  common stock upon  an  agreement  by  all  Parties  as  to  the  value  of
said  stock.

7.  Income  taxes

There  is  no  provision  for  income  taxes  since the Company has incurred net
operating  losses.  Income  taxes at the federal statutory rate is reconciled to
the  Company's  actual  income  taxes  as  follows:

<TABLE>
<CAPTION>


<S>                                                                   <C>          <C>

                                                                      2004
Federal  income  tax  benefit  at   statutory  rate  (34%)          $(827,000)       $(120,000)
State  income  tax  benefit net  of  federal  tax  effect             (62,000)         (11,000)
Deferred  income  tax  valuation  allowance                           889,000          131,000
                                                                     ---------        ---------
                                                                    $      --

The  Company's  deferred  tax  assets  are  as  follows:
Net  operating  loss  carryforward                                  $1,258,000        $442,000
Valuation  allowance                                               (1,258,000)        (442,000)
                                                                   ----------         ---------
                                                                    $      --

At March 31, 2004, the Company has net operating loss carryforwards of $3.7 million which may be available to offset future taxable
</TABLE>

F-9

8.  Litigation

In  July 2003, we were served with a lawsuit from William B. Krusheski in United
States  District  court for Southern District of California. The complaint seeks
in  excess of $75,000 on a note allegedly due and $135,000 in other compensatory
damages.  In  April  2004  the  Company entered into a settlement agreement with
incremental  cash payments totaling $100,000 payable over the course of 4 months
beginning  May  15,  2004.

In  March  2004  Mr.  Dennis  H. Johnston a former  Director and General Counsel
filed  a  lawsuit in the state of California seeking back salaries and stock for
his  2  years  of  service to the Company.  We believe the law suit filed by Mr.
Johnston  is frivolous and we have to date responded with a motion to strike and
a  motion  for  demurrer.

9.  Going  Concern

The  Company's  financial  statements  are  prepared  using  generally  accepted
accounting  principles  applicable  to  a  going  concern which contemplates the
realization  of  assets  and  liquidation of liabilities in the normal course of
business. The Company has incurred losses from operations which have resulted in
an  accumulated  deficit  of $5,034,093 at March 31, 2004, which together raises
substantial  doubt  about  the Company's ability to continue as a going concern.
The accompanying financial statements do not include any adjustments relating to
the  recoverability  and  classification of asset carrying amounts or the amount
and  classification  of  liabilities  that might result from the outcome of this
uncertainty.  Management  believes  that  the  Company  will generate sufficient
revenue  and commissions through its licensing agreements and hotel pay-per-view
to  cover operating expenses in the future, although no assurance of this can be
given.

The  Company  also  has  access  the  Equity Line of Credit provided by Dutchess
Private  Equities  Fund  which  management  believes  will provide the necessary
proceeds  to  continue  operations.


10.  Restatement  of  value  of  common  stock  to  acquire  inventory

On October 15, 2003 management revalued 1.9 million shares of common stock which
had  been  issued  to acquire inventory from $1 per share to no value per share.
(See  note  3).  The result was to reduce the value of the inventory to the cash
paid  .  Inventory  was reduced b $1.9 million and common stock was also reduced
by  $1.9  million.

11.  Equity  line  of  credit

The  Company  has  entered  into  an  Investment Agreement with Dutchess Private
Equities Fund L.P., also referred to as an Equity Line of Credit. This agreement
provides  that, following notice to Dutchess, The Company may put to Dutchess up
to $5 million in shares of our common stock for a purchase price equal to 94% of
the  lowest  closing  bid  price  on  the Over-the-Counter Bulletin Board of our
common  stock during the five day period following that notice. The dollar value
that  we  will  be permitted to put pursuant to the Investment Agreement will be
either:  (A)  200%  of the average daily volume in the U.S. market of the common
stock  for the 20 trading days prior to the notice of our put, multiplied by the
average  of the three daily closing bid prices immediately preceding the date of
the  put, or (B) $10,000. No single put can exceed $1,000,000. In turn, Dutchess
has  indicated  that  it will resell those shares in the open market, resell our
shares  to other investors through negotiated transactions or hold our shares in
its  portfolio.  This prospectus covers the sale of our stock by Dutchess either
in  the open market or to other investors through negotiated transactions.   The
agreement  is subject to several conditions including successful registration of
the  securities.  As  of  March  31,  2004  the Company has put 2,711,559 shares
totaling  $141,069.




                                      F-10

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE
None.


                                    PART III

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(a)  OF  THE  EXCHANGE  ACT

<TABLE>
<CAPTION>
<S>                   <C>         <C>
NAME                  AGE         POSITION
----                  ---         --------
Robert C. Russell      38          CEO and Director
Igor Loginov           44          Chief Technical Officer, Director
Marcia A, Pearlstein   45          Interim Chief Financial Officer
                                   Corporate Secretary, Director
</TABLE>

Robert  C.  Russell  has  been  our  Chief  Executive Officer and director since
January  2002  and  is  responsible  for  managing our overall business affairs.
Prior  to  this,  Mr.  Russell  was  President  and  Chief  Executive Officer of
Interleisure  S.A.  from  January  1999  to  January  2002 when InterLeisure was
purchased by Telecommunication Products Inc.  Interleisure S.A. was a technology
company  developing  data  compression  software  and  systems  for the internet
market. He is a native of Northern Ireland who attended Damelin College in South
Africa,  where  he  obtained  a  National  diploma  in  financial  management.

Igor Loginov, PhD has been our Chief Technological Officer since May 2002 and is
responsible for the design, development, and deployment of our technology. Prior
to  this,  Mr.  Loginov  was a Senior Project Manager for Interleisure S.A. from
July  2000  until July 2002 when InterLeisure was purchased by Telecommunication
Products,  Inc.  From  1998 to 2000 Mr. Loginov held a role as a Senior Software
Engineer for Semantica, Ltd, where he led development of accounting and business
software  applications.  Mr.  Loginov  has  over  fifteen years of experience in
computer  and  Internet-related  technologies  and  holds  a Doctorate degree in
physics  obtained  from  Belarussian  State  University.

Marcia  A.  Pearlstein  has  been  the  Corporate  Secretary  and  Interim Chief
Financial Officer since December 21, 2003. Ms. Pearlstein joined Telpro in 2002.
A  native  of  the  United  States  she obtained her B.S. and M.B.A. in Business
Administration  with  a  concentration  in  Finance  from  theUniversity  of
Pennsylvania  graduating Summa Cum Laude. Prior to joining Telpro Ms. Pearlstein
worked  at  an  executive placement service in which she was General Manager and
Controller  over  a  seven-year  period.


We  terminated  Dennis  Johnstons  employment  agreement  and  removed  him
from  the  Board  of  Directors.  That  was  effective  October  1,  2003.

SECTION  16(A)  REPORTING

Section  16(a) of the Securities Exchange Act of 1934 requires the Corporation's
executive  officers  and  directors  and  holders  of  greater  than  10% of our
outstanding  common  stock  to  file  initial  reports of their ownership of our
equity  securities  and  reports of changes in ownership with the Securities and
Exchange  Commission.  Based  solely  on  a review of the copies of such reports
furnished  to  us  and  written  representations from our executive officers and
directors,  we believes that all Section 16(a) filing requirements were complied
with  in  the  fiscal  year  ended  March  31,  2004.

ITEM  10.  EXECUTIVE  COMPENSATION

The  following  table  sets  forth  certain  information regarding our Executive
Officers  for  fiscal  years  ending  March  31,  2004,  2003  and  2002:

<TABLE>
<CAPTION>
                                          SUMMARY COMPENSATION TABLE

                                              ANNUAL COMPENSATION
<S>                    <C>      <C>         <C>           <C>          <C>           <C>         <C>           <C>
                                                            Other
                                                           Annual      Restricted     Options       LTIP
  Name & Principal                Salary       Bonus       Compen-        Stock         SARs       Payouts      All Other
      Position          Year        ($)         ($)       sation ($)      awards       (#)(1)        ($)      Compensation
--------------------- --------- ------------ ----------- ------------ -------------- ----------- ------------ --------------

Robert C. Russell,      2003    30,000         300,000        0             0            0            0             0
President               2002    0                0            0             0            0            0             0
                        2001    0                0            0             0            0            0             0

Marcia, A Pearlstein    2003    0                0            0             0            0            0             0
Secretary, Interim, CFO 2002    0                0            0             0            0            0             0
                        2001    0                0            0             0            0            0             0

Igor Loginov            2003    0                0            0             0            0            0             0
Chief Technology        2002    0                0            0             0            0            0             0
Officer                 2001    0                0            0             0            0            0             0
</TABLE>


EMPLOYMENT  AGREEMENTS

The  Company  previously  entered into formal written employment agreements with
Robert  Russell,  Chief Executive Officer, and Dennis H. Johnston, Legal Counsel
and  Secretary  effective  as  of  January  25,  2002,  which  provide  payments
aggregating  $125,000  per  year.  The  agreements,  were suspended and did  not
accrue  due  to  lack  of revenues and  were  reinstated on the July 1. 2003. On
April 1, 2003 the company entered into formal written employment agreements with
Paul  la Barre and Ernest Mc Kay related to Hotel Movie Network but such persons
are  not  officers  or  directors.

OPTIONS

For  our  fiscal  year  ending  March  31, 2004, we did not issue options to our
executive  officers  or  directors  and  they  did  not  exercise  any  options.

COMPENSATION  OF  DIRECTORS

We  do not currently compensate our directors although the Company intends to do
so  in  accordance with industry standards when cash flow resulting so dictates.
There  are  no  stock  options, stock grants, plans, LTIPS or Stock Appreciation
Rights  in  which  any  directors,  have  participated  in the past fiscal year.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED  STOCKHOLDER  MATTERS

The  following  table  sets  forth  certain  information  regarding  beneficial
ownership  of  our  common  stock as of March 31, 2004 (i) by each person who is
known  by  us to beneficially own more than 5% of our common stock; (ii) by each
of our officers and directors; and (iii) by all of our officers and directors as
a group. Each person's address is c/o Telecommunication Products, 1926 Hollywood
Boulevard,  Suite  208,  Hollywood  Fla.  33020.



<TABLE>
<CAPTION>
<S>                                                                 <C>           <C>

                                                                     SHARES BENEFICIALLY OWNED(1)
                                                                     -------------------------
Name and Address of Beneficial Owner                                    Number       Percent
------------------------------------------------------------------- -------------- --------------

Robert C. Russell,    President & Chief Executive Officer          common    27,339,150       39.0%

                                                                   Preferred    800,000      100.0%

Marcia, A, Pearlstein  Secretary, Legal Counsel  Director           common      200,000       .28%

Igor Loginou          Chief Technology  Officer   Director          common      240,000       .34%

Total shares held by officers and directors as a group (3 people):           27,789,150       39.6%
</TABLE>

(1)  Beneficial  Ownership  is  determined  in  accordance with the rules of the
Securities  and  Exchange Commission and generally includes voting or investment
power  with  respect to securities. Shares of common stock subject to options or
warrants  currently  exercisable  or  convertible, or exercisable or convertible
within  60  days  of  March  31,  2004  are deemed outstanding for computing the
percentage  of  the  person  holding  such  option or warrant but are not deemed
outstanding  for  computing  the percentage of any other person. Percentages are
based  on  a total of 74,706,704 shares of common stock outstanding on March 31,
2004.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

In 2002 we issued 800,000 shares of Preferred Stock to Robert Russell President,
CEO  and  Director  in  conversion  of cash advances he had made to the company.
For the year ending March 31 2004 we issued Robert Russell our CEO and president
8,108,238 shares of common stock as Compensation the transaction was expensed at
$330,000.

For  the  year  ending  March  31 2004 we issued Marcia A.Pearlstein our CFO and
Secretary  200,000  shares  of  common stock as Compensation the transaction was
expensed  at  $9,000

For  the  year  ending  March  31  2004 we issued Igor Loginau 200,000 shares of
common  stock  as  Compensation  the  transaction  was  expensed  at  $9,000

The  Company  cancelled and returned to treasury 1,054,029 belonging to a former
Officer  and  Director.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

The  following  exhibits  are included as part of this Form 10-KSB. Reference to
"the  Company"  in  this  Exhibit List means Telecommunication Products, Inc., a
Colorado  corporation.

ITEM  14.  CONTROLS  AND  PROCEDURES
------------------------------------
The  management  of  the company has evaluated the effectiveness of the issuer's
disclosure  controls  and  procedures  as  of a date within 90 days prior to the
filing  date  of  the  report  (evaluation  date)  and  have  concluded that the
disclosure  controls  and procedures are adequate and effective based upon their
evaluation  as  of  the  evaluation  date.

There  were no significant changes in internal controls or in other factors that
could  significantly affect internal controls subsequent to the date of the most
recent  evaluation  of  such,  including  any  corrective actions with regard to
significant  deficiencies  and  material  weaknesses.

                             EXHIBIT NO. DESCRIPTION
                             -----------------------

Number  Exhibit  Description
1    Agreement  between  the  Registrant  and  Benchmark securities, Inc., dated
     January  16,  2003  (including  the  following exhibits: Exhibit B: Form of
     Warrant)  (the following exhibits have been omitted: Exhibit A: Term Sheet)
     (see  below).
2.1  Asset  Purchase  Agreement  between the Registrant and Omega Funding, Inc.,
     dated  January 20, 2003 (incorporated by reference to Exhibit 1 of the Form
     8-K  filed  on  January  31,  2003).
2.2  Asset  Purchase  Agreement  between the Registrant and Hotel Movie Network,
     Inc.,  dated March 31, 2003 (incorporated by reference to Exhibit 10 of the
     Form  8-K  filed  on  April  18,  2003).
3.1  Restated  Articles  of  Incorporation (filed as an exhibit to the Company's
     Form  8-K  filed  on October 19, 2001 and incorporated by reference herein)
3.2  Bylaws  (incorporated  by  reference  to  Exhibit  3.2  of  the  Company's
     Registration  Statement  on  Form  S-18,  Registration  No.  2-86781-D)
4.1  Non-Employee  Directors  and Consultants Retainer Stock Plan, dated January
     22,  2002  (filed  as an exhibit to the Company's Registration Statement on
     Form  S-8  on  January  29,  2002  and  incorporated  by reference herein).
4.2  Employee  Stock Incentive Plan, dated January 22, 2002 (filed as an exhibit
     to the Company's Registration Statement on Form S-8 on January 29, 2002 and
     incorporated  by  reference  herein)
10.1 Employment  Agreement  dated  January  25,  2002,  with  Robert  C. Russell
     Incorporated  by  reference from 10K in dated March 31, 2002, filed July 1,
     2002
10.2 Employment  Agreement  dated  January  25,  2002,  with  Dennis H. Johnston
     Incorporated  by  reference from 10K in dated March 31, 2002, filed July 1,
     2002
10.3 Consulting  Agreement  between the Registrant and Herbert Cannon, dated May
     27,  2002
10.4 Consulting  Agreement  between  the  Registrant  and  Stephen Boylan, dated
     September  18,  2002  (incorporated  by  reference  to  Exhibit
10.5 Consulting Agreement between the Registrant and Benchmark Securities Group,
     Inc.,  dated  January  16,  2003
10.6 Consulting  Agreement  between  the  Registrant  and  CSI  Partners  Ltd.
10.7 Acquisition Agreement between the Registrant and Coast Communications, Inc.
     dated  March  31,  2003  "Incorporated  by reference to 8-K filed April 18,
     2003"
10.8 Schedule  1  Employment  Agreements  with  Paul  La Barre and Ernest McKay;
     (Incorporated  by  reference  to  8-K  filed  April  18,  2003)
10.9 and  Schedule  2,  Promissory notes (Incorporated by reference to 8-K filed
     April  18,  2003)
10.10  Schedule  3  Security  Agreement  (Incorporated by reference to 8-K filed
     April  18,  2003)
10.11  Investment  agreement  with  Dutchess  Private  Equities  Fund,  LP dated
     September  5, 2003. (Incorporated by reference to an 8-K filed September 9,
     2003)
10.12  Consulting agreement with Stephen J. Boylan (Incorporated by reference to
     an  S-8  filed  on  September  19,  2003
10.13  Agreement  with  EchoStar  Satellite  Corp.  dated  November  11,  2003
     (Incorporated  by  reference  to  a  10-QSB  filed  on  February  23, 2004)
10.14  Consulting  agreement  with  Theodore  Smith  dated  December  16,  2003
     (Incorporated  by  reference  to  an  S-8  plan  dated  January  16,  2004)
10.15  Consulting  agreement  with  Blaine  Group  dated  December  16,  2003
     (Incorporated  by  reference  to  an  S-8  plan  dated  January  16,  2004)
10.16  Consulting  agreement  with  Geoffrey  Eiten  dated  January  9,  2004
     (Incorporated  by  reference  to  an  S-8  plan  dated  January  16,  2004)
10.17  Asset  Purchase  agreement  between  the  Registrant  and  Eagle  west
     Communications,  Inc. dated April 3, 2004 "Incorporated by reference to 8-K
     filed  April  5,  2004
10.18  Marketing  and Services Agreement between the Registrant and InnNovations
     Multimedia  Systems  Inc dated April 12, 2004 "Incorporated by reference to
     8-K  filed  April  12,  2004.
10.19  Member interest Purchase agreement between the Registrant and B2Networks,
     Inc. dated April 23, 2004 "Incorporated by reference to 8-K filed April 23,
     2004.
10.20 Consulting agreement with Roger Green dated February 4, 2004 (Incorporated
     by  reference  to  an  S-8  plan  dated  May  4,  2004
14.1  Code of Ethics
31.1  Section  302  Certification  of  the  Chief  Executive  Officer.

31.1  Section  302  Certification  of  the  Interim  Chief Financial Officer.

32.2  Section  906  Certification  of the Chief Executive Officer and Interim
      Chief  Financial  Officer


REPORTS  FILED  ON  FORM  8-K:
Form  8-K  filed  April  18,  2003
Form  8-K12G3  filed  July  7,  2003
Form  8-K  filed  September  9,  2003
Form  8-K/A  filed  October  10,  2003
Form  8-K  filed  April  5,  2004
Form  8-K  filed  April  16,  2004
Form  8-K  filed  April  30,  2004



                                   SIGNATURES
Pursuant to the requirements of Section 13 and 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.
                        Telecommunication Products, Inc.

Date:  July  16,  2004                       By:   /S/  Robert  C.  Russell
                                                         -----------------------
                                                    Robert  C.  Russell,
                                                    Chief  Executive  Officer


In  accordance  with  the  requirements  of  the  Securities  Act  of 1933, this
registration statement was signed by the following persons in the capacities and
on  the  dates  stated.
SIGNATURE  TITLE  DATE
----------------------

/s/  Robert  C.  Russell  President,  Chief  Executive Officer    July  16, 2004

/s/Marcia  A.  Pearlstein,  Interim  Chief  Financial  officer    July  16, 2004


/s/  Igor  Loginov,  Chief  Technical  Officer                   July  16,  2004

                                       34