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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, 2002

                         Commission File Number 0-11882

                        TELECOMMUNICATION PRODUCTS, INC.
                 (Name of Small Business Issuer in its Charter)

                               COLORADO 84-0916299
      (State or Other Jurisdiction of (I.R.S. Employer Identification No.)
                         Incorporation or Organization)

              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) 278-0457

          Securities registered under Section 12(b)of the Exchange Act:

                                      None

 Securities registered under Section 12(g) ofthe 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
thebest 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. [ ]

The issuer's revenues for the year ended March 31, 2002 were ($1,032,582).

The   approximate   aggregate   market   value  of  the  voting  stock  held  by
non-affiliates  of the registrant as of March 31, 2002,  based on the average of
the  closing  bid and  asked  prices  of one  share of the  Common  Stock of the
Company, as reported on March 31, 2002 was $3,713,460


Number  of  shares  of  Common  Stock  outstanding  as of March  31,  2002  was:
25,873,800.

Documents incorporated by reference: See exhibit index below.

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                                     PART I

ITEM 1.  DESCRIPTION OF BUSINESS

A.   OVERVIEW

TELECOMMUNICATION PRODUCTS, INC.

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,  and is in the  process  of
developing  codecs  technology,  employing  compression  algorithms that achieve
maximum density, as well as a web-service based system for tracking usage, which
will enable accounting and billing functions for usage of such technology.  This
technology will be utilized in the delivery of two Application Service Providers
(ASP's):   the  first,   proprietary   online  consulting   software,   enabling
professionals to operate any or all of their in-person conferencing, scheduling,
or billing, and the second, an online video-on-demand  player,  offering viewers
DVD quality  viewing.  With a higher level of quality,  speed,  and  resolution,
content  providers  shall  be able  offer  video  content  on an  on-demand  and
pay-per-view basis.

We have developed expertise in formatting and encoding content for online usage.
In addition,  we have the ability to help other  companies  develop and increase
revenues  by  formatting  their  video  content  to offer to the end user on the
Internet.  We have a crew of  trained  professionals  that are able to go out on
location and demonstrate and license our technology.  The customer's  content is
then  delivered to a laboratory,  where it is encoded and posted on the Internet
for viewing.

We hope to bring consumers a unique experience  through video on demand over the
Internet. 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.

On January 23, 2002 we completed our  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.

B.   BUSINESS OF ISSUER

Through our  website,  www.telecomproductsinc.com,  we are seeking to market and
capitalize on the growing video on demand market on the Internet.  Through third
parties that license our technology,  we expect to provide DVD quality video and
audio  delivery,  allowing  consumers to watch what they want, when they want to
watch it.  Telecommunication  Products  expects to bring  content  providers the
ability to offer  consumers  their choice of content  through video on demand on
the Internet.

By creating our own distribution  network through alliances with small to medium
sized  Internet  Service  Providers  (ISPs),  we  expect to help  large  content
providers,  such as MGM,  Viacom,  Sony  and  Universal  to avoid  the  kinds of
disruption and economic losses caused by services like Napster,  the former free
music swapping Internet  service.  The film industry is seeing the beginnings of
similar losses, as second generation  "Napsters" allow movie swapping.  The film


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industry is seeking  viable  revenue  streams from content  distribution  on the
Internet.  Of the movies  produced by major  studios and  released in the United
States each year,  relatively  few are  profitable  for the studios based on box
office tickets alone.

Our Solution

     1. We expect to offer video on demand, and a video  conferencing  "Meet-Me"
solution,  that enables full interactive  voice and video over Internet protocol
and business content creation  services.  Broadband content may be accessed by a
personal computer, a television set or a combination of both. We expect that the
marriage of personal  computers to the worlds of cable and television will allow
us to create a full service interactive programming network.

     2. We do not expect to be reliant  upon a the type of the  machine  used to
consume such broadband content. It should not matter whether it is a PC, a TV or
a combination of both. Nor do we need to care if people get the information from
a cable modem or a set top box. We will concentrate on content providers,  which
should facilitate the licensing and marketing of our technology.

OUR BUSINESS MODEL

We are striving to satisfy content  providers'  demand for quality  content.  We
have  entered  into  an  exclusive  marketing  agreement  with  a  set  top  box
manufacturer  whose  clients  include  ISPs in Taiwan,  Asia and Latin  America.
Management  believes that such partnerships and alliances with content providers
that have existing  databases  will  increase  revenue and promote rapid product
awareness.  We are also pursuing  revenue  sharing  agreements with major motion
picture  studios  similar  to the  agreements  currently  used by  video  rental
companies.  These agreements should allow for the continuous flow of new content
and revenue.

Our business model focuses on the development of two products:  Video on Demand,
and our Meet-Me video conferencing solution.

PRODUCTS

(1) VIDEO ON DEMAND ("VOD")

Our video on demand ("VOD") is 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. 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


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     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.

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 Products 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.

(2) REAL TIME, IN-PERSON MEET-ME CONFERENCING SOLUTION

Telpro's  comprehensive  conferencing  solution will be multi-faceted and easily
customized  to meet the unique needs of each of Telpro's  consultants.  Telpro's
major functions and services include the following:

o    Listings and Profiles: Our consultants may elect to have a Telpro Directory
     listing,  which will be easily  modified  or  expanded  at will,  and which
     functions  as an online  version  of a listing in the  Yellow  Pages.  At a
     minimum, the consultants'  profiles include location,  services,  fees, and
     credentials,  but can be  customized  to include  resume  and  biographical
     information,  photographs,  and  streaming  audio and video  presentations.
     Going beyond traditional print Yellow Pages, however, the Telecommunication
     Products Directory is global in reach.

o    Easy Directory Access: Potential clients, searching for a consultant,  will
     access the Telpro  Directory  through our website.  Our marketing  strategy
     will  target   communities  of   professionals,   rather  than   individual
     consultants.  Thus, clients will easily access the Telpro Directory through
     customized and co-branded community websites such as Physic.com, Physicians
     Online(R), and Martindale Hubbell(R).

o    Search  Capabilities:  Our proprietary  search engine will include advanced
     keyword search  capabilities,  allowing  potential  clients to narrow their
     searches by any of the  consultants'  profile  variables.  For  example,  a
     potential  client in New York can search the  Directory for an attorney who
     specializes  in tax law,  practices  in Buenos  Aires,  speaks  English and
     Portuguese, and charges less than $200 per hour.


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<PAGE>



THE MARKETPLACE

The Internet gets redefined  almost daily.  According to Forward  Concepts there
are approximately 500 million worldwide Internet users. We believe that video on
demand and video  conferencing is the future of the Internet,  and that Internet
television will grow as broadband and high-speed Internet connectivity grow. The
current market size of Internet  television,  which is  approximately 10 million
households,  is a larger  addressable  market  than  many  "regular  television"
markets.  Yet,  Internet  television  usage has  penetrated  less than 2% of the
worldwide  Internet  market.  We believe  that such limited  market  penetration
represents the emergence of an exploding opportunity.

Dataquest estimates that the potential market for video-on-demand is $9 Billion,
or $1 Billion more than the entire market for video rentals in 1998.

C.   COMPETITION

To date, a large number of startups have focused upon developing video streaming
for films to be watched  via the  Internet.  However,  we believe  the reason no
company  has been able to  penetrate  the market is that no company is  offering
compelling  technology.  Our main  competitors  with  regard  to video on demand
products are companies like Real Media(R), Real Player(R) and Webex(R).

Although  the field of  Internet-based  communications  is rapidly  evolving and
increasingly  competitive,  we believe that our network and proprietary software
may  provide  the only  on-line  conferencing  solution  that meets the needs of
professional  consultants.  The Internet-based  conferencing solutions currently
available  in the  marketplace  are  directed  toward  the  business-to-business
markets. They support on-line conferencing between companies and their partners,
suppliers,  commercial customers, and off-site employees.  They do not provide a
comprehensive  solution  integrating  the  directory,  marketing,   calendaring,
scheduling, and electronic payment functions included in our proposed solution.

D.   FUTURE CAPITAL REQUIREMENTS

We will require  significant  additional  funds to finance our  operations.  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 four  full-time  employees.  None of these  employees are subject to a
collective bargaining agreement, and there is no union representation within the
Company.  We maintain  various  employee  benefit plans and believe our employee
relationships are good.


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ITEM 2.  DESCRIPTION OF PROPERTY

A.   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 $5100 for the year  ended  March  31,  2002.  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

We are a defendant in a lawsuit filed in June,  2002, in Douglas County District
Court,  State of Colorado.  The plaintiff,  Paul Price,  alleges he was assigned
certain  accounts  receivable  alleged  held by Paul Egan that are due and owing
from Interleisure,  S.A., a corporation that merged into our company in January,
2002. The plaintiff seeks damages in the amount of  $916,210.59.  We believe the
lawsuit  lacks merit in that many of the  accounts  receivable  are in Dominican
Republic  pesos and that the correct  amount stated in United States  dollars is
$16,000.00.  Moreover,  our position is that the accounts receivable are not yet
due and owing. We intend to vigorously defend the suit and pursue  counterclaims
against the Plaintiff.

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

There were no matters  submitted to a vote of security holders during the fourth
quarter ending March, 2002.


                                    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
                                                 ---      ----
             2001
             ----
             First Quarter                       .06       .19
             Second Quarter                      .08       .13
             Third Quarter                       .02       .11
             Fourth Quarter                      .02       .03

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


As  of  March  31,  2002,  our  common  stock  was  held  by  approximately  378
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 Stock Transfer. Their phone number is (303)262-0600.


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NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN

We  created a  "Telecommunication  Products,  Inc.  Non-Employee  Directors  and
Consultants  Retainer  Stock Plan"  during our fiscal year ended March 31, 2002.
The purpose of the plan are to enable Telecommunication  Products to promote the
interests  of the Company  and its  shareholders  by  attracting  and  retaining
non-employee  directors and consultants capable of furthering the future success
of the Company and by aligning their economic  interests more closely with those
of the Company's  shareholders,  by paying their retainer or fees in the form of
shares of the  Company's  common  stock.  In the period  ended  March 31,  2002,
pursuant to agreements for past and future services,  we issued four individuals
3,000,000  shares of  common  stock  pursuant  to this  plan.  The  shares  were
registered on Form S-8 filed January 29, 2002 with the  Securities  and Exchange
Commission.

A description of the provisions of the  Non-Employee  Directors and  Consultants
Retainer  Stock  Plan is set forth  below.  This  summary  is  qualified  in its
entirety  by  the  detailed   provisions  of  the  Non-Employee   Directors  and
Consultants Retainer Stock Plan.

Under the Non-Employee  Directors and Consultants Retainer Stock Plan, 4,000,000
shares  of  common  stock  are  available  for  award to  eligible  non-employee
directors and  consultants of Telpro or any of our  subsidiaries in exchange for
services  rendered.  In the event  there is any  increase  or decrease in common
stock   without   receipt  of   consideration   by  us  (for   instance,   by  a
recapitalization or stock split), there may be a proportionate adjustment to the
number  and  kinds  of  shares  that may be  purchased  under  the  Non-Employee
Directors and Consultants Retainer Stock Plan.

The  Non-Employee   Directors  and  Consultants  Retainer  Stock  Plan  will  be
administered by the Board of Directors or a Compensation Committee. The right of
a grantee to exercise  or receive a grant or  settlement  of any award,  and the
timing  thereof,  may  be  subject  to  such  performance  conditions  as may be
specified by the Board.  The  Compensation  Committee may grant  multi-year  and
annual  incentive  awards  subject to  achievement  of  specified  goals tied to
business criteria. The Compensation Committee has the authority to interpret the
Non-Employee Directors and Consultants Retainer Stock Plan, to prescribe,  amend
and rescind rules relating to it, and to make all other determinations necessary
or  advisable  in  administering  the  Non-Employee  Directors  and  Consultants
Retainer Stock Plan.  All of the  committee's  determinations  will be final and
binding.

A grantee who is awarded  restricted stock will not recognize any taxable income
for  federal  income tax  purposes in the year of the award,  provided  that the
shares of common  stock are  subject to  restrictions  (that is, the  restricted
stock is  nontransferable  and  subject to a  substantial  risk of  forfeiture).
However,  the grantee may elect under Section 83(b) of the Internal Revenue Code
to recognize  compensation income in the year of the award in an amount equal to
the fair market value of the common  stock on the date of the award,  determined
without regard to the restrictions.  If the grantee does not make such a Section
83(b)  election,  the  fair  market  value of the  common  stock on the date the
restrictions  lapse will be treated as  compensation  income to the  grantee and
will be  taxable  in the year the  restrictions  lapse.  If we  comply  with the
applicable reporting requirements and with the restrictions of Section 162(m) of
the Internal  Revenue Code, we will be entitled to a deduction for  compensation
paid in the same  amount  treated as  compensation  income to the grantee in the
year the grantee is taxed on the income.

Participants  who are  awarded  unrestricted  common  stock will be  required to
recognize  ordinary  income in an amount  equal to the fair market  value of the
shares on the date of the award,  reduced by the amount,  if any,  paid for such
shares.  If we comply with the applicable  reporting  requirements  and with the
restrictions of Section 162(m) of the Internal Revenue Code, we will be entitled
to a deduction for compensation  paid in the same amount treated as compensation
income to the grantee in the year the grantee is taxed on the income.


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STOCK INCENTIVE 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 not issued  any  options or awards  pursuant  to this plan.  A
description  of the  provisions of the 2002  Incentive  Plan is set forth below.
This summary is qualified in its entirety by the detailed provisions of the 2002
Incentive Plan

The 2002 Incentive Plan is  administered  by the  Compensation  Committee of the
Board of Directors. Subject to the terms of the plan, the Compensation Committee
may select  participants  to receive  awards,  determine the types of awards and
terms and conditions of awards,  and interpret  provisions of the plan. The term
of each stock option is fixed by the  Compensation  Committee and may not exceed
seven years from the date of grant.  The  Compensation  Committee  determines at
what time or times each option may be exercised  and the period of time, if any,
after  retirement,  death,  disability or termination of employment during which
options may be exercised.  Options may be made exercisable in installments.  The
exercisability of options may be accelerated by the Compensation Committee.

Awards  may be made  under  the 2002  Incentive  Plan to any  employee  of, or a
service provider to, Telpro or any affiliate, including any such employee who is
an officer or director of ours or of any affiliate, as the Board shall determine
and designate from time to time.

The 2002  Incentive  Plan permits the granting of options to purchase  shares of
common stock  intended to qualify as incentive  stock options under the Internal
Revenue Code and stock options that do not qualify as incentive  stock  options.
The  exercise  price of each stock  option may not be less than 100% of the fair
market  value of our common  stock on the date of grant.  In the case of certain
10% stockholders who receive incentive stock options, the exercise price may not
be less than 110% of the fair  market  value of our common  stock on the date of
grant. An exception to these requirements is made for options that Telpro grants
in substitution for options held by employees of companies that Telpro acquires.
In such a case the exercise  price is adjusted to preserve the economic value of
the employee's stock option from his or her former employer.

The  Compensation  Committee  may also award shares of common  stock  subject to
restrictions.  The  right  of a  grantee  to  exercise  or  receive  a grant  or
settlement  of any  award,  and  the  timing  thereof,  may be  subject  to such
performance  conditions  as may be  specified  by the  Board.  The  compensation
committee  may  grant   multi-year  and  annual   incentive  awards  subject  to
achievement of specified goals tied to business criteria.

Certain change of control  transactions  involving Telpro, such as a sale of the
company,  may cause awards granted under the 2002 Incentive Plan to vest, unless
the awards are continued or  substituted  for in  connection  with the change of
control   transaction.   The   Compensation   Committee  will  make  appropriate
adjustments  in  outstanding  awards  and the  number  of shares  available  for
issuance under the 2002 Incentive Plan, including the individual  limitations on
awards,  to reflect  common  stock  dividends,  stock  splits and other  similar
events.

FEDERAL INCOME TAX CONSEQUENCES OF THE 2002 INCENTIVE PLAN

INCENTIVE STOCK OPTIONS.  The grant of an option will not be a taxable event for
the grantee or for us. A grantee will not recognize taxable income upon exercise
of an  incentive  stock  option  (except  that the  alternative  minimum tax may
apply),  and any gain realized upon a disposition  of our common stock  received
pursuant to the exercise of an incentive stock option will be taxed as long-term
capital  gain if the  grantee  holds the shares for at least two years after the
date of grant and for one year after the date of exercise (the  "holding  period
requirement").  We will not be entitled to any business  expense  deduction with
respect to the exercise of an incentive stock option, except as discussed below.
For the exercise of an option to qualify for the  foregoing tax  treatment,  the


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grantee generally must be our employee or an employee of one of our subsidiaries
from the date the option is granted  through a date within three  months  before
the date of exercise of the  option.  In the case of a grantee who is  disabled,
the  three-month  period for exercise  following  termination  of  employment is
extended  to one  year.  In the case of a grantee  who  dies,  both the time for
exercising  incentive  stock options  after  termination  of employment  and the
holding period for stock received through the exercise of the option are waived.
If  all of  the  foregoing  requirements  are  met  except  the  holding  period
requirement mentioned above, the grantee will recognize ordinary income upon the
disposition  of the common stock in an amount  generally  equal to the excess of
the fair market value of the common  stock at the time the option was  exercised
over the option  exercise  price (but not in excess of the gain  realized on the
sale).  The balance of the realized  gain, if any, will be capital gain. We will
be allowed a business  expense  deduction  to the extent the grantee  recognizes
ordinary  income,  subject to our compliance with Section 162(m) of the Internal
Revenue Code and to certain reporting requirements.

NON-QUALIFIED  OPTIONS.  The grant of an option will not be a taxable  event for
the  grantee or us. Upon  exercising  a  non-qualified  option,  a grantee  will
recognize  ordinary  income in an amount  equal to the  difference  between  the
exercise  price and the fair  market  value of the  common  stock on the date of
exercise.  Upon a subsequent sale or exchange of shares acquired pursuant to the
exercise of a non-qualified  option, the grantee will have taxable gain or loss,
measured by the difference  between the amount  realized on the  disposition and
the tax basis of the shares (generally,  the amount paid for the shares plus the
amount treated as ordinary income at the time the option was  exercised).  If we
comply with  applicable  reporting  requirements  and with the  restrictions  of
Section  162(m) of the Internal  Revenue Code, we will be entitled to a business
expense  deduction  in the same  amount  and  generally  at the same time as the
grantee recognizes ordinary income.

A grantee who has transferred a non-qualified stock option to a family member by
gift will realize taxable income at the time the  non-qualified  stock option is
exercised by the family  member.  The grantee will be subject to  withholding of
income and employment  taxes at that time. The family  member's tax basis in the
shares of common  stock  will be the fair  market  value of the shares of common
stock on the date the option is exercised.  The transfer of vested non-qualified
stock  options  will be  treated  as a  completed  gift for gift and  estate tax
purposes.  Once the gift is completed,  neither the transferred  options nor the
shares acquired on exercise of the transferred options will be includable in the
grantee's estate for estate tax purposes.

RESTRICTED  STOCK. A grantee who is awarded  restricted stock will not recognize
any  taxable  income for federal  income tax  purposes in the year of the award,
provided that the shares of common stock are subject to  restrictions  (that is,
the restricted  stock is  nontransferable  and subject to a substantial  risk of
forfeiture).  However, the grantee may elect under Section 83(b) of the Internal
Revenue  Code to  recognize  compensation  income in the year of the award in an
amount  equal to the fair  market  value of the common  stock on the date of the
award,  determined  without regard to the restrictions.  If the grantee does not
make such a Section 83(b) election, the fair market value of the common stock on
the date the  restrictions  lapse will be treated as compensation  income to the
grantee  and will be taxable in the year the  restrictions  lapse.  If we comply
with the applicable reporting  requirements and with the restrictions of Section
162(m) of the  Internal  Revenue  Code,  we will be entitled to a deduction  for
compensation  paid in the same  amount  treated  as  compensation  income to the
grantee in the year the grantee is taxed on the income.

UNRESTRICTED  COMMON STOCK.  Participants  who are awarded  unrestricted  common
stock will be required to  recognize  ordinary  income in an amount equal to the
fair market value of the shares on the date of the award, reduced by the amount,
if any,  paid for such  shares.  If we  comply  with  the  applicable  reporting
requirements and with the restrictions of Section 162(m) of the Internal Revenue
Code,  we will be  entitled  to a deduction  for  compensation  paid in the same
amount treated as compensation  income to the grantee in the year the grantee is
taxed on the income.


                                       9
<PAGE>
<TABLE>
<CAPTION>

                      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)

<S>                                <C>                        <C>                     <C>
Equity compensation plans
approved by security
holders                                   --                   --                            --

Equity compensation plans
not approved by security
holders                            3,000,000                   --                     2,000,000
                                   ---------              ------------                ---------
          Total                    3,000,000                   --                     2,000,000


</TABLE>

DIVIDEND POLICY

Our Board of Directors determines any payment of dividends.  We do not expect to
authorize the payment of cash dividends 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 Company has not
paid any dividends in the past several years.


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, 2002 COMPARED TO FISCAL YEAR ENDED MARCH 31, 2001.

Revenues: We have not yet commenced our planned principal operations and we have
not yet had an any revenues from operations.  We are a development stage company
and we have been focusing on the development of software and other technology in
order to commence operations.

General and Administrative Expenses: General and Administrative expenses totaled
$508,180 for the fiscal year ended March 31, 2002. The large increase in general
and administrative  expenses was due to the increase in research and development
and an increase of  operations as we continue to refine our focus on our plan of
operations.

Net Loss: The Company  incurred a loss of $1,032,582,  for the fiscal year ended
March 31, 2002 as compared to a loss of $658,685 for the fiscal year ended March
31, 2001.  During the current  fiscal year, we continued to develop our business
technologies   which   consist   of  our  video  on  demand   product   and  our
videoconferencing   solution  with  the   implementation   of  our   compression
technology.  Basic losses per share  totaled $0.04 per share for the fiscal year
ended  March 31, 2002 as opposed to $0.03 net loss per share for the fiscal year
ended March 31,  2001.  The increase in loss per share for the fiscal year ended
March 31, 2002 was due to additional  research and  development  costs that were
necessary  to ready  our  products  for  marketing.  In  addition,  general  and
administrative  expenses and interest  expense  increased by nearly  $225,000 in
2002 compared to 2001.


                                       10
<PAGE>

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, 2003,
assuming that expenses remain at their current level. 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.

In January  2001,  we entered  into a $12,500  line of credit  arrangement  with
Dennis H. Johnston,  an officer and director of our Company.  The line of credit
bears  interest at 12% and is 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 a  Registration  Statement for the
Company is approved by the Securities and Exchange  Commission.  The individuals
loaning  money to the Company and the  respective  amounts of their loans are as
follows: John Brazier, $75,000; Richard Valdes, $25,000; Steve Hubbard, $25,000;
and Brian Shanklin, $12,500.

For the fiscal year ended March 31, 2002 our only  material  cash flow came from
the  issuance of short term debt  instruments.  In the coming  fiscal  year,  we
expect  significant  cash flow from business  services  licensing of the Meet-Me
videoconferencing  and from non-exclusive  licensing agreements and co-marketing
alliances for the Telpro VOD Player.

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  2002.  These  operating  costs
include general and administrative  expenses,  website  development and hosting,
and cost of sales.

RISKS FACTORS RELATING TO OUR PLAN OF OPERATION

OUR BUSINESS IS NEW.

Our primary  business  operations were organized in 1996 and since that date our
activities have primarily  involved the development of its business plan and our
proprietary software for Internet videoconferencing.  We have had no revenues in
the past two years.  Our strategy to implement our 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.

WE WILL REQUIRE ADDITIONAL CAPITAL INFUSIONS TO IMPLEMENT OUR BUSINESS PLAN.

Since 1996, 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 2002,  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.

                                       11
<PAGE>


No agreement  with respect to any such financing has been entered into, and such
issuance  may not be  consummated.  In the event that  funding  sources  are not
available as and when needed by 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 AND AUDIO INTERACTIVE
TELECOMMUNICATIONS THROUGH PERSONAL COMPUTERS COULD ADVERSELY AFFECT US.

We will  be  entering  the  business  of  providing  Internet  video  and  audio
conferencing  through personal computers.  Rapid change,  uncertainty due to new
and emerging  technologies and fierce competition are likely to characterize the
Internet  video and video  conferencing  industry,  which  will  means  that the
business and market  position will always be at risk. Our ability to establish a
market  share may depend  upon its  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  identify new product
opportunities  and  develop  and bring new  products  to market in a timely  and
cost-efficient manner,  business growth will suffer and demand for products will
decrease.

We may  experience  delays  in the  introduction  of new  products  due to:  the
complexity of software  products,  the need for extensive testing of software to
ensure compatibility of new releases with a wide variety of application software
and  hardware  devices,  and the need to  "debug"  products  prior to  extensive
distribution.  Significant  delays in developing,  completing or shipping new or
enhanced products would adversely affect our company.

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

The  competition  in the personal  software and  Internet-related  industries is
intense and may have  multiple  effects.  For example,  competing  companies and
systems  may gain  market  share,  which  could have the effect of  directly  or
indirectly  reducing  our  ability  to  establish  market  share.  In  addition,
competitors,  working  with new  technology,  may  arrive at a  technology  that
creates a new market altogether and render our product offerings  obsolete.  Our
competitiveness will depend on its abilities to enhance existing products and to
offer new and more  innovative  products  on a timely  and more  cost  effective
basis. Our company,  having more limited resources than many of our competitors,
has restricted our product  development  efforts to a relatively small number of
projects. We will be required to develop or acquire new products and enhance our
existing  products on a timely  basis to  accommodate  the latest  technological
advances.  There can be no assurance that these efforts will be  technologically
successful, that any resulting product will achieve market acceptance or that we
will develop products that ultimately are accepted by the marketplace.

OUR FAILURE TO MEET CLIENT  EXPECTATIONS  OR DELIVER  ERROR-FREE  SERVICES COULD
RESULT IN LOSSES AND NEGATIVE PUBLICITY.

Our engagements will involve information  technology solutions that are critical
to the clients' businesses.  Significant defects or errors in these solutions or
failure to meet or manage clients'  specifications or expectations  could result
in:

o    delayed or lost revenues due to adverse client reaction;
o    requirements to provide additional services to a client at no charge;
o    negative  publicity  about  our  company  and  its  services,  which  could
     adversely  affect  the  combined  company's  ability  to  attract or retain
     clients; and
o    claims for  substantial  damages  against our  company,  regardless  of our
     responsibility for such failure.


                                       12
<PAGE>


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

The Internet  services market is characterized  by rapidly changing  technology,
evolving business practices and changing client needs.  Accordingly,  Our future
success,  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:

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

OUR BUSINESS IS DEPENDENT UPON CONTINUED GROWTH IN THE USE OF THE INTERNET.

If the number of users on the Internet  does not increase and commerce  over the
Internet does not become more accepted and  widespread,  demand for our products
may not  develop  and,  as a result,  we may  suffer.  Factors  that may  affect
Internet usage or electronic commerce adoption include:

o    actual or perceived lack of security;
o    lack of access and ease of use;
o    inconsistent quality of service;
o    increases in access costs to the Internet;
o    actual or threatened computer "viruses" or other malicious code;
o    excessive governmental regulation or the imposition of taxation on Internet
     transactions;
o    uncertainty regarding intellectual property ownership;
o    reluctance to adopt new business methods; and
o    costs associated with replacing obsolete infrastructure.

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.  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  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
experienced delays in the introduction and market acceptance of new products due
to various factors.





                                       13
<PAGE>


ITEM 7.  FINANCIAL STATEMENTS




                        TELECOMMUNICATION PRODUCTS, INC.


                              Financial Statements
                          (A development stage company)

                                    Contents

                                                                           Page
                                                                           ----

Report of Independent Auditor ......................................        15

Balance Sheets
    Assets..........................................................        16
    Liabilities.....................................................        17

Statements of Operations............................................        18

Statements of Cash Flows............................................        19

Statements of Changes in Equity.....................................        20

Notes to Financial Statements.......................................     21-26







                                       14
<PAGE>



                           Larry O'Donnell, CPA, P.C.
                            Telephone  (303)745-4545
                        2280 South Xanadu Way, Suite 370
                             Aurora, Colorado 80014


                          Report of Independent Auditor



To the Board of Directors
Telecommunication Products, Inc.

I have audited the  accompanying  balance sheet of  Telecommunication  Products,
Inc. as of March 31, 2002 and the related  statements of  operations,  cash flow
and changes in equity for the two years then ended.  These financial  statements
are the  responsibility  of the Company's  management.  My  responsibility is to
express an opinion on these financial statements based on my audits.

I conducted my audits 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 on 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, the financial statements referred to above present fairly, in all
material respects, the financial position of Telecommunication  Products,  Inc.,
as of March 31, 2002, the changes in its operations and its cash changes for the
year then ended in conformity with generally accepted  accounting  principles in
the United States of America.



/s/ Larry O'Donnell, CPA, P.C.
Larry O'Donnell, CPA, P.C.
June 17, 2002


                                       15
<PAGE>


                        TELECOMMUNICATION PRODUCTS, INC.
                          (A development stage company)


                                  Balance Sheet

                                 March 31, 2002


Assets
Current:
  Cash                                                                $    -0-
  Accounts receivable                                                  112,305
                                                                      --------

Total current assets
                                                                       112,305

Furniture                                                               36,974
Less - accumulated depreciation                                       (10,944)
                                                                      --------
                                                                        26,030

Other assets                                                            60,812

                                                                      --------
Total assets                                                          $199,147
                                                                      ========






Continued...



                                       16
<PAGE>


                        TELECOMMUNICATION PRODUCTS, INC.
                          (A development stage company)


                            Balance Sheet (continued)






Liabilities
  Current:
  Accounts payable and accruals:
    Shareholders                                                    $   932,940
    Others                                                              417,763
                                                                    -----------
Total current liabilities                                             1,350,703

Commitments and contingencies

Shareholders' equity:

Preferred stock non voting $1 par value
  50,000,000 shares authorized
  no shares issued
Common shares no par value
  Authorized: 100,000,000
  Issued and outstanding: 25,873,800                                  1,234,744
Deficit accumulated during the development stage                     (2,386,300)
                                                                    -----------
Total shareholders' equity                                           (1,151,556)
                                                                    -----------
Total shareholders' equity and liabilities                          $   199,147
                                                                    ===========





See notes to the financial statements.


                                       17
<PAGE>
<TABLE>
<CAPTION>
                               TELECOMMUNICATION PRODUCTS, INC.
                                (A development stage company)


                                    Statement of Operations

                                                                                           Inception
                                                                                         June 17, 1996
                                                        Year ended March 31               To March 31,
                                                      2002               2001                 2002
                                                      ----               ----                 ----
<S>                                                 <C>               <C>                 <C>
Expenses

Research and development                          $   525,000         $   367,030         $ 1,014,373
General and administrative expenses                   505,818             288,569           1,364,090
Foreign currency translation                            1,764               3,086               7,837
                                                  -----------         -----------         -----------

      Net loss                                    $(1,032,582)        $  (658,685)        $(2,386,300)
                                                  ===========         ===========         ===========

Basic and diluted earnings per share              $      (.04)        $      (.03)        $      (.10)
                                                  ===========         ===========         ===========

Weighted average shares outstanding                23,122,685          22,492,800          22,702,762


</TABLE>



See notes to the financial statements.




                                       18
<PAGE>
<TABLE>
<CAPTION>

                                  TELECOMMUNICATION PRODUCTS, INC.
                                   (A development stage company)


                                       Statement of Cash Flows



                                                                                                          Inception
                                                                    Year Ended March 31,                June 17, 1996
                                                                  2002                2001             To March 31, 2002
                                                              -------------------------------          -----------------
<S>                                                           <C>                  <C>                    <C>
Cash from operating activities
Net loss                                                      $(1,032,582)         $(658,685)             $(2,386,300)
Adjustments to reconcile net income to net cash
  provided by operating activities
     Depreciation                                                   6,924              3,321                   10,944
     Common stock issued for                                      749,450                                     749,450
     services
Net changes in assets and liabilities:
    Accounts receivable                                          (43,486)             49,949                 (112,305)
    Other assets                                                 (55,868)                 26                  (60,812)
    Accounts payable and accruals                                (13,639)            415,017                  417,763
                                                              ----------           ---------              -----------
Net cash provided by operating activities                       (389,501)           (190,372)              (1,381,260)

Cash from investing activities
Acquisition of Improvements in furniture and equipment                --             (40,028)                 (60,202)
Withdrawal of fixed assets                                            --                  --                   23,228
                                                              ----------           ---------              -----------
Net cash used in investing activities                                 --           (40,028)                  (36,974)

Cash from financing activities
Proceeds from common stock                                                                                    250,000
Contribution of capital                                           235,294                                     235,294
Accounts payable-shareholders                                     155,421            228,383                  932,940
Bank Overdraft                                                    (1,720)              1,720                       --
                                                              ----------           ---------              -----------

Net cash provided by financing activities                        388,995             230,103                1,418,234
                                                              ----------           ---------              -----------


Net increase (decrease) in cash                                     (206)               (297)                      --
Cash at the beginning of the year                                    206                 503                       --
                                                              ----------           ---------              -----------

Cash at the end of the year                                           --                 206                       --
                                                              ==========           =========              ===========


</TABLE>


See notes to the financial statements.


                                       19
<PAGE>
<TABLE>
<CAPTION>


                                  TELECOMMUNICATION PRODUCTS, INC.
                                   (A development stage company)

                                  Statement of Changes in Equity

                                Years ended March 31, 2002 and 2001
                          And Inception, June 17, 1996 to March 31, 2002

                                                                            Deficit
                                           Issued       Outstanding    Accumulated During
                                           Shares         Capital         Development          Total
                                                                             Stage
<S>                                       <C>           <C>              <C>                <C>
Interleisure common stock issued at
  $.125 per share                         2,000,000     $  250,000       $    --               250,000
Net loss for the period ended
  March 31, 2000                             --              --             (695,030)         (695,030)

Net loss for the year ended
  March 31, 2001                             --              --             (658,685)         (658,685)

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

Contribution of capital                                    235,294                             235,294
Exchange of 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 at March 31, 2002                25,873,800     $1,234,744       $(2,386,300)       (1,151,556)


</TABLE>


See notes to the financial statements.




                                       20
<PAGE>


                        TELECOMMUNICATION PRODUCTS, INC.
                          (A development stage company)


                          Notes to Financial Statements

                                 March 31, 2002


1.   BUSINESS DESCRIPTION

Interleisure,  S.A. is a company  established on June 17, 1996 under the laws of
the Dominican  Republic with the legal name of Tenedora  Eligio,  S.A. This name
was then  changed to  Interleisure,  S.A. 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").


Telpro,  based in Beverly  Hills,  California,  is a  technological  development
company  that is  currently  finalizing  development  of its own  codecs,  which
implement a new compression  algorithm that provides maximum density, as well as
a web-service based system for tracking usage,  which will enable accounting and
billing   functions.   This  technology  will  be  applied  to  both  offerings:
proprietary online consulting software, enabling professionals to operate any or
all of their in-person conferencing, scheduling, billing or marketing functions;
and an unprecedented Internet-enabled video-on-demand player, offering viewers a
higher level of quality, speed and resolution.


On  May  21,  2001  the  Company  registered  at  the  National  Authorities  of
Intellectual Property the name of the software "Interleisure Suite of Programs /
Suite de Programs Telecommunication Products, Inc. (Registration number 00084)

Due to the  fact  that the  company  is only  dedicated  to the  development  of
software,  which are not yet  concluded,  the  Company  is a  development  stage
company.




                                       21
<PAGE>


                        TELECOMMUNICATION PRODUCTS, INC.
                          (A development stage company)


                  Notes to the Financial Statements (continued)


                                 March 31, 2002


2.   ACCOUNTING POLICIES

PRESENTATION BASIS

Prior to its merger  with  Telpro,  the  company  prepared  statutory  financial
statements  in  accordance  with  the  tax  and  accounting  legislation  of the
Dominican  Republic.  The accompanying  financial  statements have been prepared
from the Dominican  accounting  registers for  presentations  in accordance with
accounting principles accepted in the United States (U.S. GAAP).


CURRENCY IN WHICH THE FIGURES OF THE FINANCIAL STATEMENTS ARE EXPRESSED

Almost all the company's  assets and  liabilities are expressed in RD$ Dominican
pesos.

Most of the accounting  principles  generally  accepted in the United States are
also  generally  accepted by the  auditors'  firm and the  commercial  companies
organized in the Dominican  Republic.  The Company's  financial  statements  are
prepared in RD$  Dominican  pesos and  converted to US$ dollars in the following
way:

a) Monetary Assets and  Liabilities  are converted  using the official  exchange
rate at the end of the fiscal year  (US$1=RD$18.23  in 2002 and US$1=RD$15.90 in
2001).  b) Non Monetary  Assets and Liabilities are converted using the official
exchange rate at the date that the transaction occurred.

The foreign  currency  translation  effects are  included  in the  statement  of
operations.


FURNITURE AND EQUIPMENT

The  furniture  and  equipment  are recorded at their  acquisition  cost and are
depreciated using the straight-line method.

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.




                                       22
<PAGE>



                        TELECOMMUNICATION PRODUCTS, INC.
                          (A development stage company)


                  Notes to the Financial Statements (continued)

                                 March 31, 2002


2.   ACCOUNTING POLICIES (continued)

LOSS PER COMMON SHARE

Loss per common  share is  computed  by  dividing  the net loss by the  weighted
average shares outstanding during the period.

INCOME TAXES

Deferred  tax  assets  and   liabilities  are  recognized  for  the  future  tax
consequences   attributable  to  differences  between  the  financial  statement
carrying  amounts of existing assets and  liabilities  and their  respective tax
bases.  Deferred tax assets and liabilities are measured using enacted tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences  are  expected  to reverse.  The effect on  deferred  tax assets and
liabilities  of a  change  in  tax  rates  is  recognized  in the  statement  of
operations in the period that includes the enactment date.

3.   ACCOUNTS RECEIVABLE


A detail of this account in as follows:


Advances to shareholder                      $ 44,761
Employees                                       5,435
Advances to suppliers                           1,117
Others                                         60,992
                                             ---------
                                             $112,305
                                             =========














                                       23
<PAGE>



                        TELECOMMUNICATION PRODUCTS, INC.
                          (A development stage company)


                  Notes to the Financial Statements (continued)

                                 March 31, 2002


4.   OTHER ACCOUNTS PAYABLE AND ACCRUALS



Suppliers (*)                             $393,968
Others                                      23,795
                                          --------
                                          $417,763
                                          ========

(*) This account  includes  amounts  payable to Mr. Dan Spence of US$200,000 for
the  acquisition of software in progress and of US$183,935  for consulting  fees
incurred is its transformation.


5.   ACCOUNTS PAYABLE TO SHAREHOLDERS

The accounts payable to shareholders are unsecured,  have no fixed due date, and
do not bear interest.  Management intends to retire the amounts payable when the
company is able to sell common stock or achieve profitable operations.

This  account  includes  amounts  payable to an  individual  of $200,000 for the
acquisition of software in progress and of $183,935 for consulting fees incurred
is its transformation.  Both the Company and the individual have mutually agreed
that the amounts due shall be  cancelled  because the  software was not complete
and the contract was terminated.

6.   LEGAL RESERVE

In accordance  with the Commercial Code of the Dominican  Republic,  all limited
liabilities  companies  are  require  to take at least 5% of their net income to
create a legal reserve.  This  requirement is an obligation that the company has
until this reserve has reached a 10% of the subscribed and paid-in capital. This
reserve is not available for the payment of dividends.

7.   PARTICIPATION IN BENEFITS

The local law requires that  companies  distribute of ten percent (10%) of their
net income before taxes to employees.  This distribution is individually limited
to the equivalent of 60 days of ordinary  salaries for those  employees who have
worked three years or more for the company,  and of 45 days of ordinary salaries
for those  employees  who have worked less than three years.  This  distribution
should be made within the 120 days after the end of the fiscal year.









                                       24

<PAGE>


                        TELECOMMUNICATION PRODUCTS, INC.
                          (A development stage company)


                  Notes to the Financial Statements (continued)


                                 March 31, 2002


8.   COMMITMENTS AND CONTINGENCIES

SEVERANCE BENEFITS

The local regulations require that employers pay severance benefits to employees
that are fired  without a justified  cause and other  reasons  indicated  on the
labor code. The value of this compensation  depends on several factors,  such as
the time that the  employee has worked for the  company.  The company  considers
that it is not  necessary  to  register  a  provision  to cover the  concept  of
severance  benefits  because the  payments  for this  concept will be charged to
expenses in the period they are executed.

EMPLOYMENT AGREEMENTS

On January 26, 2002 the Company  entered into an employment  agreement  with two
executive. The agreement requires the Company to pay the each executive $125,000
per year for three years. A prorated  portion of the compensation was accrued at
March 31, 2002.

9.   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.




                                       25

<PAGE>


                        TELECOMMUNICATION PRODUCTS, INC.
                          (A development stage company)


                  Notes to the Financial Statements (continued)


                                 March 31, 2002


10.  ISSUANCE OF COMMON STOCK

On March 18,  2002,  the Company  issued  3,000,000  shares of common  stock for
services.  Shares totaling 1,500,000 issued to engineers were valued at $.35 per
share and were charged to research and  development.  Shares totaling  1,500,000
issued for officers and attorneys were valued at $.12 per share and were charged
to general and administrative expenses.

On January 23, 2002, certain officers were issued 381,000 shares of common stock
to partially settle a claim for unpaid wages. The shares were valued at $.12 per
share and were charged to general and administrative expenses.

11.  INCOME TAXES

There is no  provision  for income  taxes  since the Company  has  incurred  net
operating losses.

Income taxes at the federal statutory rate is reconciled to the Company's actual
income taxes as follows:

<TABLE>
<CAPTION>

                                                                          March 31,
                                                                  ---------------------------
                                                                     2002            2001
                                                                  ----------       ----------
    <S>                                                           <C>              <C>
    Federal income tax benefit at statutory rate (34%)            $(322,000)       $(224,000)
      State income tax benefit net of federal tax effect            (31,000)         (22,000)
      Deferred income tax valuation allowance                       353,000          246,000
                                                                  ---------        ---------

                                                                  $      --        $      --
                                                                  =========        =========

The Company's deferred tax assets are as follows:

    Net operating loss carryforward                               $ 353,000        $ 246,000
    Valuation allowance                                            (353,000)       (246,000)
                                                                  ---------        ---------
                                                                  $      --        $      --
                                                                  =========        =========
</TABLE>


At  March  31,  2002,  the  Company  has net  operating  loss  carryforwards  of
$1,032,000 which may be available to offset future taxable income through 2022.



                                       26
<PAGE>


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          President, CEO and Director
        Jim J. Johnson         42          Chief Financial Officer
        Dennis H. Johnston     48          Legal Counsel, Secretary and Director
        Igor Loginov           42          Chief Technical Officer and 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.

Dennis H.  Johnston,  Esq. is General  Counsel,  Secretary and a director of the
Company.  Mr. Johnston is a practicing  attorney in California and for more than
23 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.

James J.  Johnson is the Chief  Financial  Officer of the  Company.  He brings a
successful track record as a CFO and CEO in rapid growth  companies,  as well as
finance and accounting  skills honed during a long career in leadership roles in
"Big Five" accounting firms. In his most recent position as CEO of bizsolutions,
inc.,  Mr.  Johnson  managed a startup  company to 100% sales growth during each
year of his tenure.  He was previously  the CFO of Imagyn  Medical  Technologies
Systems,  Inc.,  another  startup venture at which he oversaw a growth in annual
sales to over $100  million.  For the 5 years  immediately  prior to his joining
Imagyn,  Mr. Johnson had been a partner of the accounting firm of Ernst & Young.
Before joining Ernst & Young, he had been with Arthur Anderson for 16 years, the
last 6 years as a partner.

Igor Loginov is the Chief Technical  Officer of Telpro with  responsibility  for
the design, development, and deployment of Telpro's technology. Igor Loginov has
over fifteen years experience as a software and hardware engineer.  Mr. Loginov,
a qualified  physicist,  holds a Doctorate degree in physics,  obtained from the
world renowned and prestigious,  Belarussian State  University,  Minsk, in 1982.
Prior to Mr. Loginov's  appointment  with Telpro,  he was the Lead Developer for
Semantica,  Ltd.; he was  responsible for the  implementation  of accounting and
business   applications  for  corporate  client  organizations  in  Germany  and
Switzerland.  Mr. Loginov has extensive and vast experience in overseeing  large
internet-related   projects,   specializing   in  object   oriented  design  and
programming. His experience includes positions with Emagisoft, Inc. (USA), Tema,
Ltd. and Sigma Service where he amassed considerable  experience over a ten-year
period in the delivery of complex,  advanced  technology  and business  critical
solutions for blue chip companies on a world-wide basis.


                                       27
<PAGE>


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,  except that James Johnson  failed
to file a initial  report on Form 3 after he became a director.  We believe that
Mr. Johnson does not own any stock in our company.

ITEM 10.   EXECUTIVE COMPENSATION

      The  following  table sets forth certain  information  regarding our Chief
Executive Officer for fiscal years ending March 31, 2002, 2001 and 2000:
<TABLE>
<CAPTION>

                                          SUMMARY COMPENSATION TABLE

                                              ANNUAL COMPENSATION

                                                            Other
                                                           Annual      Restricted     Options       LTIP
  Name & Principal                Salary       Bonus       Compen-        Stock         SARs       Payouts      All Other
      Position          Year        ($)         ($)       sation ($)      awards       (#)           ($)      Compensation
--------------------- --------- ------------ ----------- ------------ -------------- ----------- ------------ --------------
<S>                     <C>    <C>               <C>          <C>       <C>              <C>          <C>           <C>
Robert C. Russell,      2002   $125,000(1)       0            0             0            0            0             0
President               2001       0             0            0             0            0            0             0
                        2000       0             0            0             0            0            0             0

Donald Ranniger         2002   $200,000(2)       0            0          $43,320(3)      0            0             0
President               2001       0             0            0             0            0            0             0
                        2000       0             0            0             0            0            0             0

</TABLE>

(1)  Includes $20,000 in accrued but unpaid salary.

(2)  Payment of deferred salary as part of merger with Interleisure, S.A.

(3)  Issuance  of  361,000  shares  of  common  stock  as  part of  merger  with
     Interleisure, S.A. based on a stock price of $0.12 per share.

EMPLOYMENT AGREEMENTS

We have recently entered into formal written  employment  agreements with Robert
Russell,  Chief Executive Officer,  and Dennis H. Johnston,  General Counsel and
Secretary  effective as of January 25, 2002, which provide payments  aggregating
$125,000 per year. The agreements, which also provide for increases, performance
bonuses and stock option bonuses subject to performance  and services  rendered,
is expected to continue in force until amended by mutual agreement or terminated
by either party or the expiration of the term.

OPTIONS

For our fiscal  year  ending  March 31,  2002,  we did not issue  options to our
executive officers and they did not exercise any options.

COMPENSATION OF DIRECTORS

We do not currently compensate our directors.



                                       28
<PAGE>


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 June 30,  2002 (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>
                                                                         SHARES BENEFICIALLY OWNED(1)
 Name and Address                                                        ----------------------------
of Beneficial Owner   Position                                                Number       Percent
-------------------   --------                                              ----------     -------
<S>                   <C>                                                   <C>             <C>
Robert C. Russell     President & Chief Executive Officer (1)(2)            19,231,092      74.3%

Dennis H. Johnston    Secretary, General Counsel & Director (3)              1,000,000       3.9%

James J. Johnston     Chief Financial Officer                                   -0-           -0-

Igor Loginov          Chief Technical Officer and Director (4)               1,000,000       3.9%

Total shares held by
officers and directors
as a group (4 people):                                                       21,231,092      82.1%
</TABLE>
---------------
(1)  Beneficial  Ownership is  determined  in  accordance  with the rules of the
     Securities  and  Exchange  Commission  and  generally  includes  voting  or
     investment power with respect to securities. Shares of common stock subject
     to options or warrants currently exercisable or convertible, or exercisable
     or convertible  within 60 days of March 31, 2002 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  25,058,147  shares of common
     stock outstanding on March 31, 2002.

(2)  Includes 19,231,092 owned directly.

(3)  Includes 1,000,000 owned directly.

(4)  Includes 1,000,000 owned directly.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In 2001,  we entered  into a $12,500 line of credit  arrangement  with Dennis H.
Johnston, an officer and director of the Company. The note bears interest at 12%
per annum and is due and payable on or before July 31, 2002.

As of March 31,  2002,  we owed Robert  Russell,  our Chief  Executive  Officer,
$818,616 as deferred compensation and other advances. The account payable to Mr.
Russell is  unsecured,  has no fixed due date,  and does not bear  interest.  We
intend to retire the amount  payable  when we are able to sell  common  stock or
achieve profitable operations.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

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

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

2.1       Agreement and Plan of Merger,  dated as of June 25, 2001, by and among
          Telecommunication   Products,   Inc.,   Interleisure,   S.A.  and  the
          shareholders of Interleisure,  S.A.  (incorporated by reference to the
          Company's Proxy Statement dated September 11, 2001).


                                       29

<PAGE>

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

10.2      Employment Agreement dated January 25, 2002, with Dennis H. Johnston


REPORTS FILED ON FORM 8-K:

     Form 8-K/A filed April 11, 2002

     Form 8-K filed February 7, 2002

     Form 8-K filed October 19, 2001

     Form 8-K filed June 27, 2001



                                   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:  June 28, 2002                                By:   /S/ Robert C. Russell
                                                         -----------------------
                                                         Robert C. Russell,
                                                         Chief Executive Officer


In  accordance  with the Exchange  Act, this report has been signed below by the
following persons in the capacities and on the dates indicated.

SIGNATURE               TITLE                                         DATE
---------               -----                                         ----

/S/ Robert C. Russell   President, Chief Executive Officer and    June 28, 2002
                        Director

/S/ James J. Johnston   Chief Financial Officer                   June 28, 2002


/S/ Dennis H. Johnston  Secretary, Counsel and Director           June 28, 2002

/S/ Igor Loginov        Chief Technology Officer and Director     June 28, 2002


                                       30