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                       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, 2003

                         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.)


              9171 WILSHIRE BLVD, SUITE B, BEVERLY HILLS CA. 90210
                    (Address of principal Executive Offices)

               ISSUER'S TELEPHONE NUMBER ISSUER'S FACSIMILE NUMBER
                          (310) 281-2571 (310) 275-3957

   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 registrant 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  registrant'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, 2003 were ($351,475).

The approximate aggregate market value of the voting stock held by
non-affiliates of the registrant as of March 31, 2003, based on the average of
the closing bid and asked prices per share of the Common Stock ($.26) of the
Company, as reported on March 31, 2003 was $2,759,305

          Documents incorporated by reference: See exhibit index below.
 ===============================================================================

<PAGE>
                                TABLE OF CONTENTS


                                     PART I


                                                                            Page
Item 1.  Description of Business.........................................      1

Item 2.  Description of Properties.......................................     21

Item 3.  Legal  Proceedings .............................................     21

Item 4.  Submission of Matters to a Vote of Security Holders.............     22


                            PART II


Item 5.  Market for Registrant's Common Equity and Related Stockholder
         Matters.........................................................     22

Item 6.  Management's Discussion and Analysis of Operations or Plan of
         Operations .....................................................     24

Item 7.  Financial Statements............................................     28

Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure........................................     28

                           PART III


Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16 (a) of the Exchange Act.............      29

Item 10. Executive Compensation.........................................      29

Item 11. Security Ownership of Certain Beneficial Owners and Management.      30

Item 12. Certain Relationships and Related Transactions ................      31

Item 13. Exhibits, Financial Statements Schedules and Reports on Form
         on Form 8-K.....................................................     31

Item 14.     Disclosure Controls & Procedures...............................  31

Signature Page...........................................................     34




<PAGE>



                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

     Certain statements in this Annual Report on Form 10-KSB constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. In particular, some of the statements contained
under the captions "Business" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations," are forward-looking. Such
forward-looking statements involve known and unknown risks, uncertainties, and
other important factors that could cause the actual results, performance, or
achievements of The Company, or industry results, to differ materially from
future results, performance, or achievements expressed or implied by such
forward-looking statements. Such risks, uncertainties and other factors include,
among others: general economic and business conditions and industry trends; the
regulatory and competitive environment of the industry in which The Company
operates; uncertainties inherent in new business strategies; new product
launches and development plans, including the future profitability of such added
services and the large capital expenditures involved; rapid technological
changes; the acquisition, development and/or financing of telecommunications
networks and services; the development and provision of new services, including
the customer acceptance and use rates; future financial performance, including
availability, terms and deployment of capital; the ability of vendors to deliver
required equipment, software and services; availability of qualified personnel;
changes in the nature of key strategic relationships with hotel chains and their
franchises, including the renewal of existing agreements on favorable terms;
competitor responses to the company's products and services, and the overall
market acceptance of such products and services; and other factors. These
forward-looking statements (and such risks, uncertainties and other factors)
speak only as of the date of this Report, and the Company expressly disclaims
any obligation or undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein, to reflect any change in the
Companies expectations with regard thereto, or any other changes in events,
conditions, or circumstances on which any such statement is based.

  OVERVIEW

Telecommunication Products, Inc.


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



                                       1
<PAGE>


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. 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.

New Business of the Company

On March 31, 2003, the Registrant entered into an agreement 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. 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.

This Series B Preferred Stock shall be convertible into restricted shares of the
Company's common stock commencing two years from the date of issuance at the
rate of fifty percent(50%) of the total Preferred Shares issued per annum at an
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. Buyer shall have the right to
redeem the Series B Preferred Stock at anytime prior to conversion into the
Company's common stock upon a mutual agreement by all Parties as to the value of
said stock.

The  Company  will have to  authorize  the Series A and B shares and has not yet
done so.

As a result of the transaction, the former shareholders of HMN will receive
2,000,000 shares of Telpro common stock and $75,000 cash with $75,000 payable
and 1,000,000 preferred stock which are due to be issued and will pay 7.5%
interest per annum upon completion of audited financials.


                                     2
<PAGE>

Telpro has purchased a complete inventory of guest entertainment systems from of
Omega  Funding,  Inc.  consisting  of hardware  and  peripherals  for $2 million
dollars in cash and  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.

The purchase of assets of Hotel Movie Networks, Inc. ("HMN") if and when closed,
will make the Company a supplier of Video On Demand ("VOD") and Satellite  Guest
Entertainment  systems to the  mid-market  hospitality  industry.  The  purchase
includes 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.

The purchase of the assets of Hotel Movie Networks, Inc. provides affiliation
with an established network of professional guest systems installation
contractors who are experienced and familiar with the HMN business model.

On March 31, 2003 the Company agreed to purchase Hotel Movie Network, Inc. The
transaction has not yet closed. The acquisition will be recorded as a purchase.
The Company will pay $150,000 and issue certain securities. The securities will
consist of two million shares of the Company's 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 yet to be determined.

If and when it  closes  the  acquisition  transaction  will be  recorded  by the
Company as follows:

         Assets purchased from Hotel Movie Network, Inc.:
         Cash                                                   $         5,185
         Accounts receivable                                            104,046
         Inventory                                                    1,276,809
         Property and equipment                                       1,474,757
         Total assets acquired                                        2,860,797

         Liabilities assumed from Hotel Movie Network, Inc.:
         Accounts payable and accruals                                   34,188
         Total liabilities assumed                                       34,188

         Net purchase price                                          $2,826,809


              The following unaudited pro forma summary presents the results of
              operations for the year ended March 31, 2003 of the Company The
              transaction has not yet closed as of July 23, 2003 if  the asset
              purchase of HMN had occurred on April 1, 2002.

              Revenues                                                $ 546,377
              Net income (loss)                                       $(957,672)
              Earnings (loss) per share                                   $(.03)

              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.

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<PAGE>


On January 20, 2003 the Company acquired inventory from Omega Funding,  Inc. for
$100,000  ($95,000  of which  has not  been  paid and is  included  in  accounts
payable) and 1.9 million shares of the Company's common stock.

The Company has 50,000,000  authorized shares of preferred stock with rights and
preferences  to be designated by the board of directors at the time of issuance.
In order to comply with its requirement to acquire Hotel Movie Network, Inc. the
board is planning to designate  one million  shares as Series A Preferred.  This
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.  In
addition Class B Preferred Shares are intended to be designated to satisfy
other contractual requirements.

If it occurs,  the  acquisition  of assets of Hotel  Movie  Network,  Inc.  will
provide  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.

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.telecomproductsinc.com.

Our corporate offices are located at 9171 Wilshire Boulevard, Suite B, Beverly
Hills, California 90210 and our telephone number is 310-281-2571.


The "Company" or "Telpro",  intends to be a provider of in-room, on-demand video
entertainment and satellite  services to the domestic lodging  industry.  Telpro
has entered into a contact for the acquisition of assets of Hotel Movie Network,
Inc.  with 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  transaction has
not yet been closed and  completed.  If it closes the  acquisition  of assets of
Hotel Movie  Network,  Telpro  will  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.

                                       4
<PAGE>



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 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's services are to be
offered 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.

INDUSTRY BACKGROUND

     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.

OPERATING AND GROWTH STRATEGY

     Telpro's operating and growth strategy is to: (i) increase revenues and
create new revenue sources through an expanding range of interactive and
information services offered to the lodging industry including Hotel TV-based
internet; (ii) increase its installed hotel customer base by obtaining contracts
with business and select mid-priced hotels without current service, converting
hotels currently served by other providers whose contracts are expiring, and
servicing hotels which are acquired or constructed by existing customers; and
(iii) increase revenues and decrease costs in certain hotels acquired in the
Hotel Movie Networks acquisition by installing more current technology offering
greater reliability, broader selection, and more viewing flexibility.



                                       5


<PAGE>

PLATFORM

     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.

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<PAGE>

     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

     If it acquires the Hotel Movie Network assets Telpro will provide 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  will  obtain the  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  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 will provide  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,

                                       7

<PAGE>
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 may be 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  seasonalfactors  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  will also  market  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 will provide 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.


                                       8

<PAGE>

SALES AND MARKETING

     Substantially  all revenue will be 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.  Telpro has agreed to acquire business assets of Hotel
Movie Network under its contract  which had not closed at year-end.  The Company
strategy  for new  customers  will be to 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.

ADVERTISING

     Telpro's proposed platforms will offer a wide range of venues that could be
used to  generate  advertising  revenues.  These  include  advertising  on guest
programming,  as well as  advertising on the various menu screens that the hotel
guest uses to navigate to movies,  games, and music or Internet  access.  Telpro
currently receives no revenue from advertising.

     Since the typical  guest views many of the Telpro  screens,  this  presents
multiple potential customer exposures for a potential advertiser. The ability to
tie  together  menu-screen  based  advertising  and  Internet  advertising  to a
national television advertising capability gives Telpro a unique strength in the
market. Telpro is also developing systems,  which will allow for ad insertion on
the cable channels provided to the guest without charge by the hotel.

INSTALLATION AND SERVICE OPERATIONS

     If the purchase of HMN is closed Telpro's  installation  and servicing will
consist  primarily of independent  installation  and service  contractors in the
United States.  contract  installation and service personnel will be responsible
for all of the hotel rooms served by Telpro  including  system  maintenance  and
distribution  of video  and  audio  content.  Installation  personnel  also will
prepare site surveys to determine  the type of equipment to be installed at each
hotel,  install  systems and train the hotel staff to operate the  systems,  and
perform  quality  control  tests.   Telpro  also  will  use  local  installation
subcontractors supervised by full-time Telpro personnel to install its systems.


                                       9

<PAGE>

     Telpro  will  maintain  a  toll-free  technical  support  hot line  that is
monitored 24 hours a day by trained support technicians.  The on-line diagnostic
capability  of the  systems,  enables the  technician  to identify and resolve a
majority of the reported  system  malfunctions  from  Telpro's  service  control
center without visiting the hotel property.  Should a service visit be required,
the modular  design of the systems,  that permits  service  personnel to replace
defective components at the hotel site.

HOTEL CONTRACTS

     The Company  typically  will  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.

 RESEARCH AND DEVELOPMENT

     The Company  continues to conducts  further research and development on our
Video on demand  technologies.  The company  estimates it may spend  $100,000 to
200,000 on development of the product in the next year.

SUPPLIERS

     In some cases Telpro will contract 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.



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<PAGE>

The head-end electronics for the Company's systems will be 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-employed and trained technicians install
the system, typically assisted by independent contractors.

     Telpro, through its acquisition of assets of Hotel Movie Network,  maintain
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.

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, at least three of which provide on-demand pay-per-view, guest
programming and guest services by means of the 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 intends to be a competitive  provider of in-room video entertainment
services  to the United  States  lodging  industry.  Domestically,  Telpro  will
compete with smaller providers for the Mid to Small lodging market.

                                       11
<PAGE>

     Technology-wise Telpro is not able to compete with On Command Video and or
with LodgeNet. Based on publicly available information, Telpro estimates that,
at December 31, 2000, LodgeNet serves approximately 5,000 properties, in which
725,000 rooms are equipped with on-demand service. At December 31, 2000, On
Command served approximately 977,000 rooms, of which approximately 929,000 are
on-demand rooms. In October 2000, Hilton Corporation announced that it would not
be renewing its Master Agreement with On Command and would be signing an
agreement with LodgeNet.

     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 will include: (i) low price; and
(ii) system  reliability  and high quality  service.  Telpro  believes  that the
acquisition  of the HMN assets will provide a customer  base which  reflects the
competitive position of its products and services.

     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.

                                       12

<PAGE>

     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.

REGULATION


     The Communications Act of 1934, as amended by the Cable Communications
Policy Act of 1984, the Cable Television Consumer Protection and Competition Act
of 1992 and the Telecommunications Act of 1996, governs the distribution of
video programming by cable, satellite or over-the-air technology, through
regulation by the Federal Communications Commission ("FCC"). However, because
the Company's video distribution systems do not use any public rights of way,
they are not classified as cable systems and are subject to minimal regulation.
Thus, the FCC does not directly regulate the pay-per-view or free-to-guest
services provided by the Company to hotel guests.

     Various laws and governmental regulations may affect the internet-based
services offered by the Company potentially. There are currently few laws or
regulations directly applicable to access to or commerce on commercial online
services or the Internet. However, because of the increasing popularity and use
of commercial online services and the Internet, a number of laws and regulations
may be adopted with respect to commercial online services and the Internet. For
example, the Internet Tax Freedom Act expires in 2001, but Congress may extend
this moratorium in some form. Other internet-related laws and regulations may

                                       13
<PAGE>


cover issues such as user privacy, defamatory speech, copyright infringement,
pricing and characteristics and quality of products and services. The adoption
of such laws or regulations in the future may slow the growth of commercial
online services and the internet, which could in turn cause a decline in the
demand for the Company's internet-based services and products or otherwise have
an adverse effect on the Company. Moreover, the applicability to commercial
online services and the internet of existing laws governing issues such as
property ownership, libel, personal privacy and taxation is uncertain and could
expose the Company to liability.

     On January 18, 2001, the FCC released a Notice of Inquiry regarding
interactive television services ("ITV") over cable television. The FCC seeks
comment on, among other things, an appropriate definition of ITV services,
whether access to a high -speed connection is necessary to realize ITV
capabilities, and whether a nondiscrimination rule is necessary and/or
appropriate. The outcome of this proceeding and any rules ultimately adopted by
the FCC could affect the ITV services currently offered by the Company and the
ITV services which the Company may offer in the future.

     Although the FCC generally does not directly regulate the services provided
by the Company, the regulation of video distribution and communications services
is subject to the political process and has been in constant flux over the past
decade. Further material changes in the law and regulatory requirements must be
anticipated and there can be no assurance that the Company's business will not
be adversely affected by future legislation or new regulations.

     Because most music is copyrighted, license agreements are required for the
DMN service. Agreements and arrangements with major rights holders and/or
organizations permit the distribution of music. However, such licensing has been
the subject of industry-wide arbitration and/or litigation for a number of
years. Depending upon the outcome of on-going proceedings, the license fees for
such distribution may increase.

PATENTS, TRADEMARKS AND COPYRIGHTS

     The  Company  owns  no  patents  but  uses  some  patent  licenses  through
components it installs.  With the rate of  technological  development  currently
being  experienced,  patent utility and value may diminish before the end of its
term.  The Company also owns and will own (with the  acquisition of HMN) various
trade names, trademarks,  service marks, and logos to be used in its businesses,
which Telpro intends to actively protect.


                                       14


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.


B.       BUSINESS MODEL

"TELPRO" if it completes its acquisition of Hotel Movie Network assets,  it will
install  and  operate   comprehensive  hotel   entertainment   systems  (movies,
interactive  guest services) in hotels,  resorts and multi dwelling Units (MDU).
Cost Efficiency measures and Project Management will enable "TELPRO" to install,
sell and provide Pay Per View  ("PPV")  and Pay Per  Stay/Free-To-Guest  ("FTG")
cable/satellite television programming at a competitive per room cost.

"TELPRO",  through its  acquisition  of Hotel Movie  Networks  ("HMN") will hold
contracts  with many of  Hollywood's  major  studios to provide first and second
window  (hotel/airline  and video  rental)  movies.  Products are supported by a
network of professional  contract  deployment and  maintenance  teams across the
United States backed up with remote management facilities.

The  "TELPRO"  products  will  be  fully  integrated  with  the  hotel  Property
Management  ("PMS") and Back Office  Billing  Systems  which manage  collection,
minimize  administration  and  optimize  revenue  for both  "TELPRO"  and  their
customers.  Seamless  interfaces  with the back  office  component  of Hotel and
Property  Management  operations permit "TELPRO" to debit to the  Guest/Resident
Account  in the  Property  Management  System  ("PMS")  directly  thus  ensuring
accurate and timely collection for services utilized.

"TELPRO"'s Direct to guest products will include Video-On-Demand,  Free to Guest
and Digital Satellite Television products and cable connection systems.

Industry Background

The cost of installation versus income of Existing Video On Demand ("VOD")
technologies and related development and support costs have kept the leading
hospitality entertainment suppliers from serving the small to mid-size hotels
and/or addressing the mid-market hospitality industry. We have devised a
multi-tiered strategy to increase market share and expand our penetration into
the small-to-mid size hotel entertainment market at a lower cost than the
competition and higher projected profit margins.

                                       15

<PAGE>


Telpro  intends  to  respond to the  challenges  of the market  with a change of
business  model which entails a shift of focus from Product to Service.  Content
Provision   already   occupied  a  central  position  in  the  video  on  demand
marketplace. The acquisition of an operationing division includes contracts with
the major studios and cable content  providers in addition to an existing client
base into which additional products and services can be marketed, in addition to
traditional content.

PRODUCTS UNDER DEVELOPMENT

 VIDEO ON DEMAND ("VOD")

Our video on demand ("VOD") product is under  development.  It is designed as an
Internet-enabled  video  player,  with  all the  traditional  VCR or DVD  player
functions,  but with  consistent  video  quality,  regardless  of the end user's
Internet  connection.  We have devoted very limited  resources to this effort to
avoid using  operating  capital  used in revenue  generation  for  research  and
development.  This  product  could take one year and  $100,000  to  $200,000  to
successfully develop.

Design Features include:

o        Telpro's Film Viewing Environment: The VOD has standard buttons, such
         as stop, pause, rewind, and fast-forward, which are supplemented with
         sound, full-screen, and hide buttons.

o        VOD Account: Account information is processed electronically and
         encrypted in a database, allowing viewers, and their account
         information, to remain completely confidential. To open an account,
         viewers select their preferred payment method, and if desired, the
         maximum monthly limit they would like to spend. Multiple accounts may
         be opened, should viewers wish their family or friends to utilize
         Telpro's VOD at their expense. Account set-up is completely automated,
         and any account can be deleted at any time.

o        Telpro's VOD Library: Each viewer has a unique library, offering
         organization and management of rented and purchased films. Each library
         is comprised of three components: "Library" is a virtual store,
         offering a vast selection of videos and films, all searchable by
         keywords, genre, price, and date; "favorites" is the library of films
         that the viewer has rented that are available for repeat rentals, as
         well as those films or videos that the viewer has purchased; and
         "inbox," which is similar to traditional email, but lists the videos
         that the viewer has sent others, or the videos sent by others to the
         viewer.

o        Settings: Viewers adjust their players to start in full-screen mode, to
         replay the film or video once it has finished, or to establish parental
         controls to disable films or videos with adult ratings, without
         providing a password.

                                       16
<PAGE>




o        Sending Fragments to Friends: Viewers can use the record button to
         record small pieces (60 seconds) of videos or films to be passed on to
         friends. As soon as recording is complete, VOD automatically brings up
         the viewer's mailbox, and the viewer can thereafter send the segment to
         as many recipients as are selected. To minimize record, transfer, and
         download time, the quality of the segment is substantially lower than
         that of videos and films acquired through traditional methods. There is
         no charge to either the sender or recipient for this function.

o        Sending Films to Friends: Viewers can select any of the films or videos
         in the Telpro VOD library and send a rental or purchase to a friend.
         This function enables viewers to send personalized messages with the
         video or film, which is sent to the friend's email. The viewer's
         account will only be charged after the friend accesses the film, which
         must be done within 14 days, or the transaction will be cancelled.

o        Telpro Product's Copy Control: Each video or film and each player is
         highly individualized. Playing a rental or purchase is possible only on
         the player for which the rental or purchase was paid. Before viewing a
         film or video, the viewer must connect to the Internet to unlock the
         film. Once the film starts, the viewer can disconnect from the
         Internet, but if the viewer presses "stop," unlocking via the Internet
         is again necessary.

This product is not ready for market nor fully developed.

THE MARKETPLACE

The Hospitality industry gets redefined almost daily. According to Smith Travel
Research rooms in the domestic U.S. there are approximately 7.3 million
available rooms in the USA of which only 15% have digital Guest Entertainment
Services provided by the two main domestic industry players.

The remaining 85% of the market represents Mid to Small hotel properties and 3.2
million of total rooms due to the smaller hotel sizes. Telpro can deliver
service to these smaller scale establishments at a cost per room level that is
both profitable and highly competitive due to a combination of technology and
lower hardware and installation costs.

COMPETITION

The hotel guest entertainment industry effectively operates as a dual monopoly
and there are two leading competitors servicing 1,600,000 hotel rooms in mid to
large size properties out of the estimated 7,300,000 hotel rooms in the domestic
U S, high production installation, and operation costs keep these competitors
from servicing over 3 million hotel rooms in the small to mid hotel market, we
believe with our low deployment and operation costs we can provide services far
beyond the capability of these competitors.

                                       17
<PAGE>







D.       FUTURE CAPITAL REQUIREMENTS

We will require significant additional funds to finance our operations.  We need
$75,000  to pay  obligations  under the  Hotel  Movie  Net  contract  as soon as
possible,  and we  need  an  additional  41,000,000  in  operating  capital  for
expansion.  The  precise  amount  and  timing  of our  funding  needs  cannot be
determined  at this  time and will  largely  depend  upon a number  of  factors,
including  the market  demand for our products and our  management  of our cash,
accounts  payable,  and other working  capital items.  There can be no assurance
that if we require  funding in the future,  those funds will be  available or on
terms satisfactory to us. Any inability to obtain needed funding on satisfactory
terms may require us to reduce planned capital  expenditures,  to scale back our
product  offerings or other operations or to enter into financing  agreements on
terms  which we would not  otherwise  accept and could  have a material  adverse
effect on our business, financial condition and results of operations.

E.       EMPLOYEES

We employ 4 full-time employees. None of these employees are subject to a
collective bargaining agreement, and there is no union representation within the
Company. We intend to implement employee benefit plans and believe our employee
relationships are good.

RISK FACTORS RELATING TO OUR PLAN OF OPERATION
----------------------------------------------
OUR BUSINESS IS NEW BECAUSE WE HAVE JUST ACQUIRED IT.

     Our business was organized in 1983 and since that date our activities  have
primarily  involved  the  development  of two  business  plans  and  which  were
unsuccessful.  We have had no  revenues  in the past two fiscal  years.  We have
agreed to acquire the assets of Hotel Movie Network. If we acquire it, it should
be  viewed  as a new start up  operation.  Our  strategy  to  implement  our new
business  plan may not  succeed  for a variety  of  reasons,  including  lack of
capital,  competition,  lack of market acceptance of our products,  and obsolete
technology.

                                       18
<PAGE>




WE WILL REQUIRE  SUBSTANTIAL  ADDITIONAL  CAPITAL  INFUSIONS  TO  IMPLEMENT  OUR
BUSINESS PLAN. (SEE NEED FOR ADDITIONAL FINANCING)

   Since  our operating capital has been provided primarily through the
sale of common stock and cash advances from our shareholders. We have no
significant operating capital. At least $1,000,000 of additional operating
capital will be required during fiscal year 2004, assuming that operations are
maintained at their current level. We may not be able to obtain the required
financing or such financing may not will be available on acceptable terms. Due
to historical operating losses, there can be no assurance that our capital
requirements will not substantially exceed the current and future capital
resources in the near or long term.

   Additional working capital needs may require the issuance of additional
equity securities, either on a public or private basis. Such issuances would, if
consummated, affect our ongoing capital structure. If additional funds are
raised through the issuance of equity, convertible debt or similar securities of
Telpro, the percentage of ownership of our existing shareholders will be
reduced, and such securities may have rights or preferences senior to those of
our common stock.

  In the event that funding sources are not available as and when needed by us,
it could have a severe adverse impact on our business and results of operations
and could result in our company being unable to continue as a going concern.

SIGNIFICANT TECHNOLOGICAL CHANGES IN THE MARKET FOR VIDEO ON DEMAND AND THE
HOSPITALITY INDUSTRY GENERALLY COULD ADVERSELY AFFECT OUR BUSINESS OPERATION.

     We anticipate  entering the business of providing  video and cable services
in lodging.  Rapid change,  uncertainty due to new and emerging technologies and
fierce  competition  are  likely  to  characterize  the  Internet  video and the
hospitality  entertainment  industry,  which will means  that the  business  and
market  position  will  always be at risk.  Our  ability to hold or  establish a
market  share may depend  upon our  ability to  satisfy  customer  requirements,
enhance existing products, develop and introduce new products and achieve market
acceptance  of such  products.  This  process is  challenging  since the pace of
change continues to accelerate.  If we do not successfully  execute our business
plan in a timely and  cost-efficient  manner,  business  growth  will suffer and
revenues will not be generated.

BECAUSE OF COMPETITION IN THE PERSONAL COMPUTER INDUSTRY, WE MAY NOT BE ABLE TO
GENERATE ANY SIGNIFICANT PRODUCT SALES, REVENUE GROWTH, OR INCOME.

                                       19






<PAGE>


OUR BUSINESS MAY BE NEGATIVELY AFFECTED IF WE CANNOT ADAPT TO THE RAPID
TECHNOLOGICAL CHANGE, EVOLVING BUSINESS PRACTICES AND CHANGING CLIENT
REQUIREMENTS.

   The hospitality services market is characterized by rapidly changing
technology, evolving business practices and changing client needs. Accordingly,
Our future endeavors, and thus, our future success, will depend, in part, on the
ability to continue to adapt and meet these challenges. Among the most important
challenges facing us is the need to continue to:

  . effectively identify and use leading technologies;
  . develop technical expertise;
  . influence and respond to emerging industry standards and other technology
    changes and to orient management teams to capitalize on these changes;
  . recruit and retain qualified project personnel;
  . enhance current services;
  . develop new services that meet changing customer needs; and effectively
    advertise and market its services.


IF THIRD PARTIES CLAIM THAT WE INFRINGE UPON THEIR INTELLECTUAL PROPERTY, THE
ABILITY TO USE SOME TECHNOLOGIES AND PRODUCTS COULD BE LIMITED AND IT MAY INCUR
SIGNIFICANT COSTS TO RESOLVE THESE CLAIMS.

   Litigation regarding intellectual property rights is common in the Internet
and software industries. We expect third-party infringement claims involving
Internet technologies and software products and services to increase. Although
management does not anticipate such litigation, if an infringement claim is
filed against use, we may be prevented from using some technologies and may
incur significant costs to resolve the claim.

OUR PROPRIETARY RIGHTS AND INTELLECTUAL PROPERTY MAY BE DIFFICULT TO PROTECT.

     We will rely on a combination of trade secrets and  contractual  provisions
to protect any proprietary  rights and products.  No assurance can be given that
these  protections  will be  adequate or that the  competitors  will not develop
independently technologies that are substantially equivalent or superior. We may
experience  delays in the introduction and market acceptance of new products due
to various factors.

                                       20
<PAGE>

ITEM 2.

DESCRIPTION OF PROPERTY

FACILITIES

Our principal executive office address is 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, 2003. The
facilities are of adequate size to allow us to grow to approximately eight
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

ITEM 3.  LEGAL PROCEEDINGS

The Company, Robert Russell and the Company's transfer agent are defendants in a
lawsuit filed in May, 2003, in the District Court of Denver, State of Colorado.
The plaintiff, John M. Brazier, purchased certain accounts receivable and
received an assignment of a pledge of share collateral held by Grimshaw &
Harring that was allegedly due and owing from the Corporation in the amount of
approximately $26,000. If Plaintiff is successful, he would own and control
19,231,092 common shares currently owned by Robert Russell. In addition, the
plaintiff seeks compensatory damages in the amount of approximately $350,000.
The Company intend to vigorously defend this lawsuit and has brought a third
party complaint and will seek appropriate damages from various parties.


In July 2003 the Company was served with a lawsuit from William B. Krushenski 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. The Company intends to vigorusly defend this lawsuit.

                                       21
<PAGE>




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, 2003.

                                     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.

                                    LOW        HIGH
                                    ---        ----
2002
----
First Quarter                       .01       .04
Second Quarter                      .01       .04
Third Quarter                       .01      2.00
Fourth Quarter                      .70      2.00

2003
----
First Quarter                       .14       .55
Second Quarter                      .02       .22
Third Quarter                       .23       .50
Fourth Quarter                      .26       .44


As of March 31, 2003, our common stock was held by approximately 828
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 Computershare Trust Company. Their phone number is (303)262-0600.

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

                                       22
<PAGE>



31, 2003, pursuant to agreements for past and future services, we issued 6
individuals a total of 1,950,000 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 500,000 options pursuant to this plan.

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


                                                           Equity Compensation Plan Information
                                                           ------------------------------------

                                                                                                 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                     4,950,000                 --500,000                3,550,000
                ----------------------------------------------------------------------------------------------------------
                           Total             4,950,000                 --500,000                3,550,000
                ----------------------------------------------------------------------------------------------------------
</TABLE>


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.

                                       23

<PAGE>





ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


WITH THE EXCEPTION OF HISTORICAL MATTERS, THE MATTERS DISCUSSED HEREIN ARE
FORWARD LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES. FORWARD LOOKING
STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO STATEMENTS CONCERNING ANTICIPATED
TRENDS IN REVENUES. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THE RESULTS
DISCUSSED IN SUCH FORWARD LOOKING STATEMENTS. THERE IS ABSOLUTELY NO ASSURANCE
THAT WE WILL ACHIEVE THE RESULTS EXPRESSED OR IMPLIED IN FORWARD LOOKING
STATEMENTS.

RESULTS OF OPERATIONS

FISCAL YEAR ENDED MARCH 31, 2003 COMPARED TO FISCAL YEAR ENDED MARCH 31, 2002.

General and Administrative Expenses: General and Administrative expenses totaled
$712,910  for the fiscal year ended  March 31, 2003  compared to $505,818 in the
previous fiscal year. The large increase in general and administrative  expenses
was due to the increase in consulting and an increase of operations  expenses as
we continue to develop on our plan of operations.

Net Loss: The Company incurred a loss of ($351,475), for the fiscal year ended
March 31, 2003 as compared to a loss of ($1,032,582) for the fiscal year ended
March 31, 2002. During 2003, liabilities of a previous business venture which
totaling $385,935 were written off to other income. Basic losses per share
totaled $0.01 per share for the fiscal year ended March 31, 2003 as opposed to
$0.03 net loss per share for the fiscal year ended March 31, 2002. The increase
in loss per share for the fiscal year ended March 31, 2002 was primarily due to
additional acquisition and research costs related to our business plan.

The trend of losses is expected to continue at approximately the current rate.

LIQUIDITY AND CAPITAL RESOURCES

We are currently devoting significant efforts to obtaining private financing to
fund the continued development of our technology and software. Significant
additional cash will be required, and at least $1,000,000 of additional
operating capital will be required during fiscal year ending March 31, 2004,
assuming that expenses remain at their current levels. It is uncertain whether
we will be able to obtain the required financing on acceptable terms. We are
devoting substantial Company resources to this process.  We currently have
inventory and our preferred and common stock to use for capital raising.

                                       24
<PAGE>




In January 2001, we entered into a $12,500 line of credit arrangement with
Dennis H. Johnston, an officer and director of our Company of which $9,000 was
repaid an amount of $3,500 is outstanding. The line of credit bears interest at
12% and was due on or before July 31, 2002. In addition, the Company borrowed
short term monies from several individuals which will be repaid when the Company
generates revenues or when an SB-2 Registration Statement for the Company is
approved by the Securities and Exchange Commission. The individuals loaning
money to the Company and the respective approximate amounts of their loans are
as follows: John Brazier, $75,000; Richard Valdes, $25,000; Steve Hubbard,
$25,000; Brian Shanklin,$12,500; First Source Communications, $25,000. As of
March 31, 2003 all monies owing to third parties were still due and outstanding.

In February, 2003 the company entered into an agreement with CSI Partners to
raise capital in the form of a $200,000 loan collateralized with 2,000,000
shares of Restricted Stock. The loan has not yet been completed and is subject
to terms and conditions which include completion of certified, audited year end
financial reports.

In March, 2003 the company entered into an agreement with Fisher Enterprises to
raise capital in the form of a $500,000 bridge loan repayable from an $800,000
SBA Loan Application, collateralized with hard inventory assets. The loan has
not yet been completed and is subject to terms and conditions which include
completion of certified, audited year end financial reports.

For the fiscal year ended March 31, 2003 our only material cash flow came from
the issuance of short term debt instruments, some of which were backed by
security instruments issued by the Company. In the coming fiscal year, we expect
significant cash flow from business services associated with our Hotel Movie
Network subsidiary.

We do not have existing capital resources or credit lines available that are
sufficient to fund our operations and capital requirements as presently planned
over the next twelve months. We are actively pursuing additional funds through
the issuance of either debt or equity instruments. We may also pursue a working
capital line of credit to be secured by our assets. However, such funds may not
be available on favorable terms or at all.

We currently estimate that we will need approximately $1,000,000 to continue
operations through the end of the fiscal year 2004. These operating costs
include general and administrative expenses, and the deployment of our
inventory.

Recent Accounting Pronouncements:

The FASB issued the following pronouncements, none of which are expected to have
a significant affect on the financial statements:

                                       25
<PAGE>

 In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
Under SFAS No. 4, all gains and losses from extinguishment of debt were required
to be aggregated and, if material, classified as an extraordinary item, net of
related income tax effect. This Statement eliminates SFAS No. 4 and, thus, the
exception to applying APB No. 30 to all gains and losses related to
extinguishments of debt. As a result, gains and losses from extinguishment of
debt should be classified as extraordinary items only if they meet the criteria
in APB No. 30. Applying the provisions of APB No. 30 will distinguish
transactions that are part of an entity's recurring operations from those that
are unusual or infrequent or that meet the criteria for classification as an
extraordinary item. Under SFAS No. 13, the required accounting treatment of
certain lease modifications that have economic effects similar to sale-leaseback
transactions was inconsistent with the required accounting treatment for
sale-leaseback transactions. This Statement amends SFAS No. 13 to require that
those lease modifications be accounted for in the same manner as sale-leaseback
transactions. This statement also makes technical corrections to existing
pronouncements. While those corrections are not substantive in nature, in some
instances, they may change accounting practice.

In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities". SFAS No. 146 requires companies to record
liabilities for costs associated with exit or disposal activities to be
recognized only when the liability is incurred instead of at the date of
commitment to an exit or disposal activity. Adoption of this standard is
effective for exit or disposal activities that are initiated after December 31,
2002. The adoption of this standard will not have a material impact on the
Company's financial statements.

In October 2002, the FASB issued SFAS No. 147 - "Acquisitions of Certain
Financial Institutions, an amendment of FASB Statements No. 72 and 144 and FASB
Interpretation No. 9," which applies to the acquisition of all or part of a
financial institution, except for a transaction between two or more mutual
enterprises. SFAS No. 147 removes the requirement in SFAS No. 72 and
Interpretation 9 thereto, to recognize and amortize any excess of the fair value
of liabilities assumed over the fair value of tangible and identifiable
intangible assets acquired as an unidentifiable intangible asset. This statement
requires that those transactions be accounted for in accordance with SFAS No.
141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." In addition, this statement amends SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets," to include certain financial
institution-related intangible assets. This statement is effective for
acquisitions for which the date of acquisition is on or after October 1, 2002,
and is not applicable to the Company.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation - Transition and Disclosure, amending FASB No. 123, and "Accounting
for  Stock-Based  Compensation".  This  statement  amends  Statement  No. 123 to
provide alternative methods of transition for an entity that voluntarily changes
to  the  fair  value  based  method  of  accounting  for  stock-based   employee
compensation.  SFAS No.  148  amends  APB  Opinion  No.  28  "Interim  Financial
Reporting"  to require  disclosure  about  those  effects  in interim  financial
information.  The Company will adopt the disclosure provisions and the amendment
to APB No. 28 are effective for interim  periods  beginning  after  December 15,
2002.

                                       26

<PAGE>

In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others". FIN45 clarifies and expands on existing disclosure
requirements for guarantees, including loan guarantees. It also would require
that, at the inception of a guarantee, the Company must recognize a liability
for the fair value of its obligation under that guarantee. The initial fair
value recognition and measurement provisions will be applied on a prospective
basis to certain guarantees issued or modified after December 31, 2002. The
adoption of FIN45 will not have a material impact on the Company's financial
position, results of operations or cash flows.

In November 2002, the Emerging Issues Task Force ("EITF") reached a consensus on
Issue No. 00-21 "Revenue Arrangements with Multiple Deliverables". EITF No.
00-21 provides guidance on how to account for arrangements that involve the
delivery or performance of multiple products, services and rights to use assets.
The provisions of EITF No. 00-21 will apply to revenue arrangements entered into
in the fiscal periods beginning after June 15, 2003. The Company is currently
evaluating the impact EITF No. 00-21 will have on its financial position and
results of operations.

In January 2003, the FASB issued FASB Interpretation No. 46, "Consolidation of
Variable Interest Entities, an Interpretation of ARB No. 51". FIN46 requires
certain variable interest entities to be consolidated by the primary beneficiary
of the entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. FIN46 is effective for all
new interest entities created or acquired after January 31, 2003. For variable
interest entities created or acquired prior to February 1, 2003, the provisions
of FIN46 must be applied for the first interim or annual period beginning after
June 15, 2003. Management is currently evaluating the effect that the adoption
of FIN46 will have on its results of operations and financial condition.
Adequate disclosure has been made for all off balance sheet arrangements that it
is reasonably possible to consolidate under FIN46.

The American Institute of Certified Public Accountants has issued an exposure
draft SOP "Accounting for Certain Costs and Activities Related to Property,
Plant and Equipment ("PP&E")". This proposed SOP applies to all non-government
entities that acquire, construct or replace tangible property, plant and
equipment including lessors and lessees. A significant element of the SOP
requires that entities use component accounting retroactively for all PP&E
assets to the extent future component replacement will be capitalized. At
adoption, entities would have to option to apply component accounting
retroactively for all PP&E assets, to the extent applicable, or to apply
component accounting as an entity incurs capitalizable costs that replace all or
a portion of PP&E. The Company cannot evaluate the ultimate impact of this
exposure draft until it becomes final.

                                       27

<PAGE>



ITEM 7.  FINANCIAL STATEMENTS

         FASB Statement No. 13, and Technical  Corrections,"  which is effective


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



        NAME                  AGE         POSITION
        ----                  ---         --------
        Robert C. Russell      35          CEO and Director & Acting CFO
        Igor Loginov           43          Chief Technical Officer, Director
        Dennis H. Johnston     50          Legal Counsel, Secretary, Director

Robert C. Russell is the Chief Executive Officer and a director of the Company
and is responsible for managing the overall business affairs of the Company. He
is a native of Northern Ireland and attended Damelin College in South Africa,
where he obtained a National Diploma in finance and management sciences. Mr.
Russell spent over ten years working in the leisure and entertainment industry,
including service as Managing Director of Selective Leisure Holdings, where he
directed South African operations, Mr. Russell expanded the entertainment and
casino operations to build a profitable chain of entertainment complexes spread
throughout the region. During this period, he was instrumental in the deployment
and successful development of technology programs, which underpinned security,
financial and state of the art communication and conference systems. In 1995, he
purchased the entertainment and casino operations from the Intercontinental
Hotel group for the Caribbean nation of the Dominican Republic. In 1998, Mr.
Russell sold his interests in the entertainment industry to concentrate his
efforts upon development of our business.

Igor Loginov, PhD, is the Chief Technological Officer of TELPRO and is
responsible for the design, development, and deployment of TELPRO's technology.
Before joining TELPRO, Mr. Loginov was the senior software engineer for
Semantica, Ltd, where he lead the development of accounting and business
software applications for clients in Germany and Switzerland. With over fifteen
years of experience in computer and Internet-related technologies, and a
Doctorate degree in physics, obtained from the world renowned and prestigious
Belarussian State University. The Company believes Mr. Loginov is well equipped
to lead TELPRO's further technology development and deployment.

                                       28
<PAGE>

Dennis H. Johnston, Esq. acts as Legal Counsel, Secretary and a director for the
Company. Mr. Johnston is a practicing attorney in California and for more than
25 years has acted as legal counsel to various public companies, assisting in
organizing, acquiring, selling, reorganizing and structuring financing for both
public and privately held companies. A graduate of UCLA with degrees in both
business and economics, and a former partner at the nationally recognized law
firms of Manatt, Phelps, Rothenberg, & Tunney, and Wyman, Bautzer, Kuchel &
Silbert, Mr. Johnston has handled mergers and acquisitions with a total value in
excess of three billion dollars.


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, 2002.

ITEM 10.   EXECUTIVE COMPENSATION

      The following table sets forth certain information regarding our
Executive Officers for fiscal years ending March 31, 2002, 2001 and 2000:


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

                                          SUMMARY COMPENSATION TABLE

                                              ANNUAL COMPENSATION

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

Robert C. Russell,      2002    0                0            0             0            0            0             0
President               2001    0                0            0             0            0            0             0
                        2000    0                0            0             0            0            0             0

Dennis H. Johnston      2002    0                0            0             0            0            0             0
Secretary               2001    0                0            0             0            0            0             0
                        2000    0                0            0             0            0            0             0

Igor Loginov            2002    0                0            0             0            0            0             0
Chief Technology        2001    0                0            0             0            0            0             0
Officer                 2000    0                0            0             0            0            0             0



</TABLE>

                                       29
<PAGE>




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,  have been suspended and are not
accuring due to lack of revenues and may be  reinstated  in the future  Recently
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, 2003, 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, 2003 (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, 9171 Wilshire
Blvd. Beverly Hills, California 90210.

<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    19,231,092       61.0%

                                                                   Preferred    800,000      100.0%

Dennis H. Johnston,   Secretary, Legal Counsel  Director           common       840,000        2.5%

Igor Loginou          Chief Technology  Officer   Director         common        40,000         .013%

Total shares held by officers and directors as a group (3 people):           20,111,092       64.7%
</TABLE>

                                       30
<PAGE>

---------------
(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, 2003 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 30,723,805 shares of common stock outstanding on March 31,
2003.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In 2001, we entered into a $12,500 loan arrangement with Dennis H. Johnston,
an officer and director of the Company. The note bears interest at 12% per annum
and was due and payable on or before July 31, 2002. The note was reduced to
$3,500 after payment of $9,000 was received by the individual.

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

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.


                                       31
<PAGE>




 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


                                       32
<PAGE>




11 Consulting  Agreement  between the  Registrant  and  Stephen  Boylan, dated
September 18, 2002 (incorporated by reference to Exhibit

11.1 Consulting  Agreement  between the  Registrant  and  Benchmark  Securities
Group, Inc., dated January 16, 2003

11.2 Consulting  Agreement  between the  Registrant  and  CSI Partners Ltd.

10 Acquisition Agreement between the Registrant and Coast  Communications,  Inc.
dated March 31, 2003
"Incorporated by reference to 8-K filed April 18, 2003"

10 Schedule 1 Employment Agreements with Paul La Barre and Ernest McKay;
(Incorporated by reference to 8-K filed April 18, 2003)

10   and Schedule 2, Promissory notes
(Incorporated by reference to 8-K filed April 18, 2003)

10   Schedule 3 Security Agreement
(Incorporated by reference to 8-K filed April 18, 2003)

10   Schedule 4 UCC-1
(Incorporated by reference to 8-K filed April 18, 2003)

10  Schedule 5 list of assets.
(Incorporated by reference to 8-K filed April 18, 2003)


REPORTS FILED ON FORM 8-K:

Form 8-K/A filed April 11, 2002

Form 8-K filed July 19, 2002

Form 8-K filed January 31, 2003

Form 8-K filed February 7, 2003

                                       33
<PAGE>

                                   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 21, 2003                              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 21, 2003




/s/ Igor Loginov, Chief Technical Officer                   July 21, 2003

                                       34
<PAGE>


                        CERTIFICATION PURSUANT TO SECTION
                          302 OF THE SARBANES OXLEY ACT


I, Robert C. Russell certify that:

1. I have  reviewed  this  annual  report on Form  10-KSB  of  TELECOMMUNICATION
PRODUCTS, INC.,

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

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

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

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

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

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

<PAGE>

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: July 21, 2003

By: /s/ Robert C Russell
------------------------------------
CEO and Acting CFO

<PAGE>




                        Telecommunication Products, Inc.
                              Financial Statements
                                 March 31, 2003

<PAGE>
                        Telecommunication Products, Inc.
                              Financial Statements
                                 March 31, 2003

                                    Contents
                                                           Page
Independent Auditor's Report                                F-1

Financial Statements

       Balance Sheet                                        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-15




<PAGE>



                           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, 2003 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, 2003
the results of its operations and cash flows for the two years then ended in
conformity with generally accepted accounting principles in the United States of
America.

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.


Larry O'Donnell, CPA, P.C.
July 8, 2003
                                       F-1


<PAGE>
<TABLE>
<CAPTION>



                        Telecommunication Products, Inc.
                                  Balance Sheet
                                 March 31, 2003
<S>                                                                                    <C>

                                     Assets
Current Assets
Inventories                                                                            $2,000,000
                                                                                        ---------
 Total current assets                                                                   2,000,000
                                                                                        ---------

Property and equipment
Office furniture and equipment                                                             36,974
Less accumulated depreciation                                                              17,868
                                                                                        ------------

                                                                                           19,106


                                                                                       $2,019,106
                                                                                        =========
                      Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued expenses                                                  $  145,137
Related party loans payable                                                               162,500
Loans payable                                                                              42,000
Bond payable                                                                               75,000
                                                                                        ---------
     Total current liabilities                                                            424,637
                                                                                        ---------

Commitments and contingency

Stockholders' Equity
Preferred stock, $1 par value, 50,000,000 shares
      authorized, 800,000 shares issued and outstanding                                   800,000
Common stock, no par value, 100,000,000 shares
      authorized, 30,723,805 shares issued and
      outstanding                                                                       3,607,244
Accumulated deficit                                                   (2,812,775)
                                                                      ----------
                                                                                        1,594,469

                                                                                       $2,019,106
                                                                                        =========
</TABLE>

                        See Notes to Financial Statements
                                       F-2


<PAGE>
<TABLE>
<CAPTION>




                        Telecommunication Products, Inc.
                            Statements of Operations
                       Years Ended March 31, 2003 and 2002
<S>                                                                   <C>             <C>


                                                                           2003            2002
                                                                           ----            ----

General and administrative expenses                                     $787,910       $  505,818
Research and development                                                  24,500          525,000
Foreign currency translation                                               1,764
                                                                         -------         ---------
     Operating expenses                                                  812,410        1,032,582

Other income - write off of liabilities                                  385,935
                                                                         -------         ---------


     Net Income (Loss)                                                 $(426,475)     $(1,032,582)

Basis and Diluted Earnings (Loss) Per Share                              $(.02)            $(.03)
                                                                           =====         =========

Weighted average shares outstanding                                   27,062,000       23,122,685


</TABLE>


                        See Notes to Financial Statements
                                       F-3


<PAGE>
<TABLE>
<CAPTION>



                        Telecommunication Products, Inc.
                       Statements of Stockholders' Equity
                       Years Ended March 31, 2003 and 2002
<S>                                     <C>             <C>           <C>           <C>           <C>                <C>

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

Balance, March 31, 2001                  2,000,000        $250,000                                ($1,353,718)      ($1,103,718)

Contribution of capital                                    235,294                                                       235,294

Exchange Interleisure common
stock for Telpro common stock           20,492,800

Issuance of common stock
for services                             3,381,000         749,450                                                       749,450

Net loss for the year                                                                              (1,032,582)       (1,032,582)
                                                                                                    ----------        ---------
Balance, March 31, 2002                 25,873,800       1,234,744                                 (2,386,300)       (1,151,556)

Issuance of common stock
for services                             1,950,000         292,500                                                       292,500

Common stock issued for
inventory                                1,900,000       1,900,000                                                     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      $3,607,244    800,000       $800,000      ($2,812,775)       $1,594,469
                                        ==========       =========    =======       ========       ==========         ==========

</TABLE>


                        See Notes to Financial Statements
                                       F-4


<PAGE>
<TABLE>
<CAPTION>



                        Telecommunication Products, Inc.
                            Statements of Cash Flows
                       Years Ended March 31, 2003 and 2002
<S>                                                                   <C>             <C>

                                                                        2003               2002
                                                                        ----               ----
Cash Flows from Operating Activities
     Net income (loss)                                                 $(426,475)     $(1,032,582)
     Adjustments to reconcile net income
        to net cash from operating activities
        Depreciation                                                       6,924            6,924
        Stock issued for services                                        292,500          749,450
        Write off of liabilities                                        (385,935)
         Decrease (increase) in:
          Accounts receivable                                            112,305          (43,486)
          Inventory                                                     (100,000)
          Other assets                                                    60,812          (55,868)
          Increase (decrease) in:
           Accounts payable and
               accrued expenses                                         (110,126)         (13,639)
                                                                       ---------        ---------
        Net cash provided (used) by
           operating activities                                         (549,995)        (389,201)
                                                                       ---------       ----------

 Cash Flows From Investing Activities

        Net cash provided (used) in
            investing activities                                           -----            -----

Cash Flows From Financing Activities
       Increase in bond payable                                           75,000
       Increase in loans payable                                         294,995          154,791
       Proceeds from sale of stock                                       180,000
       Contribution of capital                                                            235,924
       Bank overdraft                                                                      (1,720)
                                                                        --------         --------
       Net cash used by financing activities                             549,995          388,995
                                                                        --------         --------

       Net increase (decrease) in cash                                                       (206)
Cash, beginning                                                                               206
                                                                        --------         --------
Cash, ending                                                           $ --            $   --
                                                                         =======          =======
Schedule of noncash investing and financing transactions

      Common stock issued to inventory                                $1,900,000

</TABLE>

                        See Notes to Financial Statements
                                       F-5


<PAGE>



                        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.

         The pending acquisition of Hotel Movie Networks Inc. in under an
         agreement dated March,31 2003 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.
         Prior to the acquisition of Hotel Movie Networks Inc. the Company was a
         development state 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.
                                       F-6


<PAGE>



                        Telecommunication Products, Inc.
                    Notes to Financial Statements (Continued)

     1.  Summary of significant accounting policies (continued)

         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.

         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.


                                       F-7

<PAGE>



                        Telecommunication Products, Inc.
                    Notes to Financial Statements (Continued)

     1.   Summary of significant accounting policies (continued)

         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 - In April of 2002, FASB issued SFAS
         No. 145,  "Rescission of FASB Statements No. 4, 44 and 64,Amendment  of
         FASB Statement No. 13, and Technical  Corrections,"  which is effective
         for fiscal years  beginning after May 15, 2002. Under SFAS No. 145,
         gains and losses from the  extinguishment  of debt should be classified
         as  extraordinary  items only if they meet the criteria of APB Opinion
         No. 30. SFAS No. 145 also  addresses  financial  accounting  and
         reporting  for capital  leases that are  modified in such a way as to
         give rise to a new  agreement  classified  as an operating  lease.  The
         Company believes that the adoption of SFAS No. 145 will not have a
         material impact on the consolidated  financial  position or  results of
         the operations of the Company.

         In June 2002, the FASB issued SFAS No. 146, "Accounting for Exit or
         Disposal Activities". SFAS No. 1446 addresses significant issues
         regarding the recognition, measurement, and reporting of costs that are
         associated with exit and disposal activities, including restructuring
         activities that are currently accounted for under EITF No. 94-3,
         "Liability Recognition for Certain Employee Termination Benefits and
         Other Costs to Exit and Activity (including Certain Costs Incurred in a
         Restructuring)." The scope of the SFAS No. 146 also includes costs
         related to terminating a contract that is not a capital lease and
         termination benefits that employees who are involuntarily terminated
         receive under the terms of a one-time benefit arrangement that is not
         an ongoing benefit arrangement or an individual deferred-compensation
         contract. SFAS No. 146 will be effective for exit or disposal
         activities that are initiated after December 31, 2002, but early
         application is encouraged. The provisions of EITF No. 94-3 shall
         continue to apply for an exit activity initiated under an exit plan
         that met the criteria of EITF No. 94-3 prior to the adoption of SFAS
         No. 146. Adopting the provision of SFAS No. 146 will change, on a
         prospective basis, the timing of when restructuring charges are
         recorded from a commitment date approach to when the liability is
         incurred.



                                       F-8


<PAGE>



                        Telecommunication Products, Inc.
                    Notes to Financial Statements (Continued)

         1.   Summary of significant accounting policies (continued)

         SFAS No. 147 -- In October 2002, the FASB issued Statement No. 147
         "Acquisitions of Certain Financial Institutions - an amendment of FASB
         Statements No. 72 and 144 and FASB Interpretation No. 9" (SFAS 147).
         SFAS 147 removes acquisitions of financial institutions from the scope
         of both Statement 72 and Interpretation 9 and requires that those
         transactions be accounted for in accordance with FASB Statements No.
         141, Business Combinations, and No. 142, Goodwill and Other Intangible
         Assets. Thus, the requirement in paragraph 5 of Statement 72 to
         recognize (and subsequently amortize) any excess of the fair value of
         liabilities assumed over the fair value of tangible and identifiable
         intangible assets acquired as an unidentifiable intangible asset no
         longer applies to acquisitions within the scope of this Statement. In
         addition, this Statement amends FASB Statement No. 144, Accounting for
         the Impairment or Disposal of Long-Lived Assets, to include in its
         scope long-term customer-relationship intangible assets of financial
         institutions such as depositor- and borrower-relationship intangible
         assets and credit cardholder intangible assets. Consequently, those
         intangible assets are subject to the same undiscounted cash flow
         recoverability test and impairment loss recognition and measurement
         provisions that Statement 144 requires for other long-lived assets that
         are held and used. SFAS 147 is effective October 1, 2002. The adoption
         of SFAS 147 did not have a material effect on the Company's financial
         statements.

         SFAS No. 148 -- In December 2002, the FASB issued SFAS No. 148,
         "Accounting for Stock-Based Compensation -- Transition and
         Disclosure"(SFAS 148"). SFAS 148 amends SFAS No. 123 "Accounting for
         Stock-Based Compensation" ("SFAS 123"), to provide alternative methods
         of transition for a voluntary change to the fair value based method of
         accounting for stock-based employee compensation. In addition, SFAS 148
         amends the disclosure requirements of SFAS 123 to require prominent
         disclosures in both annual and interim financial statements about the
         method of accounting for stock-based employee compensation and the
         effect of the method used on reported results. SFAS 148 is effective
         for fiscal years beginning after December 15, 2002. The Company is
         currently evaluating the effect that the adoption of SFAS 148 will have
         on its results of operations and financial condition.

                                       F-9


<PAGE>



                        Telecommunication Products, Inc.
                    Notes to Financial Statements (Continued)

         1.   Summary of significant accounting policies (continued)


         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-10


<PAGE>



                        Telecommunication Products, Inc.
                    Notes to Financial Statements (Continued)

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

               On March 31, 2003 the Company agreed to the purchase of Hotel
               Movie Network, Inc. The transaction has not closed. The
               acquisition will be recorded as a purchase. The Company will pay
               $150,000 and issue the securities required by the contract. The
               securities will be 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 transaction will
               be recorded as follows:


         Assets purchased from Hotel Movie Network, Inc.:
         Cash                                                   $         5,185
         Accounts receivable                                            104,046
         Inventory                                                    1,276,809
         Property and equipment                                       1,474,757
         Total assets acquired                                        2,860,797

         Liabilities assumed from Hotel Movie Network, Inc.:
         Accounts payable and accruals                                   34,188
         Total liabilities assumed                                       34,188

         Net purchase price                                          $2,826,809

              The following unaudited pro forma summary presents the results of
              operations for the year ended March 31, 2003 of the Company as if
              the business combination had occurred on April 1, 2002.

             Revenues                                                 $ 546,377
             Net income (loss)                                        $(957,672)
             Earnings (loss) per share                                    $(.03)

              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.





                                      F-11


<PAGE>



                        Telecommunication Products, Inc.
                    Notes to Financial Statements (Continued)

    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 preferred stock
               with  rights  and  preferences  as  designated  by the  board  of
               directors  at the time of  issuance.  In order to comply with its
               requirement  to acquire  Hotel Movie  Network,  Inc. the board is
               planning to designate one million shares as Series A. This 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.


                                      F-12


<PAGE>



                        Telecommunication Products, Inc.
                    Notes to Financial Statements (Continued)

     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:
                                                       2003              2002
                                                       ----              ----
       Federal income tax benefit at
            statutory rate (34%)                  $(120,000)           $322,000)
       State income tax benefit
            net of federal tax effect               (11,000)            (31,000)
       Deferred income tax valuation allowance      131,000             353,000
                                                    -------              -------
                                                  $   --               $    --

       The Company's deferred tax assets are as follows:
           Net operating loss carryforward                   $442,000  $353,000
           Valuation allowance                               (442,000) (353,000)
                                                              --------  --------
                                                             $--       $    --


         At March 31, 2002, the Company has net operating loss carryforwards of
         $1.3 million which may be available to offset future taxable income
         through 2022.

     8. Litigation

The Company, Robert Russell and the Company's transfer agent are defendants in a
lawsuit filed in May, 2003, in the District Court of Denver, State of Colorado.
The plaintiff, John M. Brazier, purchased certain accounts receivable and
received an assignment of a pledge of share collateral held by Grimshaw &
Harring that was allegedly due and owing from the Corporation in the amount of
approximately $26,000. If Plaintiff is successful, he would own and control
18,000,000 common shares currently owned by Robert Russell. In addition, the
plaintiff seeks compensatory damages in the amount of approximately $350,000.
The Company intend to vigorously defend this suit and has brought a third party
complaint and will seek appropriate damages from various parties.


In July 2003 the Company was served with a lawsuit from William B. Krushenski in
US District court for Southern District of California. The complaint asks in
excess of $75,000 on a note due and $135,000 in other damages.

                                      F-13


<PAGE>



                        Telecommunication Products, Inc.
                    Notes to Financial Statements (Continued)

     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 $2,812,775
         at March 31, 2003, 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.





                                      F-14


<PAGE>



                        Telecommunication Products, Inc.
                    Notes to Financial Statements (Continued)

10.  Merger with Telecommunication Products, Inc.

         On January 23, 2002 Telecommunication Products, Inc. ("Telpro")
         completed its acquisition of all outstanding shares of common stock of
         Interleisure, S.A. ("Interleisure"), pursuant to an Agreement and Plan
         of Merger and Reorganization, dated as of June 25, 2001 (the "Merger
         Agreement"), by and among Telpro, Interleisure and the shareholders of
         Interleisure. Pursuant to the Merger Agreement, Interleisure was merged
         into Telpro, with Telpro being the surviving corporation (the
         "Merger").

         As a result of the transaction, the former shareholders of Interleisure
         received 10.68 shares of Telpro common stock per for each share of
         Interleisure common stock. Telpro issued 21,368,160 shares of its
         common stock to the former Interleisure shareholders. As a result,
         immediately following the merger, former Interleisure shareholders held
         95.0% of the then-outstanding shares of Telpro common stock.

         For accounting purposes, the transaction has been treated as an
         acquisition of Telpro by Interleisure and as a recapitalization of
         Interleisure.

                                      F-15