SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                  Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                    For the fiscal year ended March 31, 1999

                         Commission file number: 0-11882

                        TELECOMMUNICATION PRODUCTS, INC.
             (Exact name of registrant as specified in its charter)

            Colorado                                     84-0916299
  (state or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                   Identification No.)

                     869 Moss Street, Golden, Colorado 80401
                    (address of principal executive offices)

Registrant's telephone number, including area code: (303)278-2725

           Securities registered pursuant to Section 12(b) of the Act:
                            Title of each class: None
            Name of each exchange on which registered: Not applicable
           Securities registered pursuant to Section 12(g) of the Act:
                           Common Stock, no par value
                                (title of class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such  reports),  and (2) has been subject to the
filing requirements for at least the past 90 days. Yes X No ___

         Aggregate  market value of the voting stock held by  non-affiliates  of
the registrant as of April 5, 1996:  $224,928 (based on information  supplied by
the National  Quotation  Bureau,  and  calculating  the weighted  average of the
lowest bid prices for the stock in fiscal 1996 to be $.01 per share).

         Indicate the number of shares  outstanding of each of the  registrant's
classes of common stock, as of the latest practicable date: 22,492,800 as of May
28, 1999.

         Documents incorporated by reference:  None.

Exhibit index on page 9                                             Page 1 of 19


<PAGE>

                                     PART I


Item 1.  Business.

     Telecommunication  Products,  Inc.  (the  "Company")  was  incorporated  in
Colorado on June 8, 1983, and successfully  completed an initial public offering
of its common stock on March 20, 1984. It is engaged in the design, manufacture,
and marketing of specialized  communication  equipment.  As of May 28, 1998, the
Company  employed  two  persons,  with an  additional  two people  available  as
contract labor as needed.

Products

     Model  9100  Infrared  Laser  Communication  Link.  The Model 9100 has been
designed to permit the  transmission  of up to 2.048  million bits per second of
asynchronous  data for up to 6km.  The Model  9100-2B is an upgrade of the Model
9100-2  system.  The Model 9100-2B has a peak optical power output of 2.4 watts.
The Model  9100-2  previously  manufactured  and sold by TELPRO had a peak power
input to the transmitter laser diode of 1.0 watt. The  previously-offered  Model
9100-2 system was offered for applications of up to 2.5 miles. The Model 9100-2B
infrared  laser  communication  link has an upgrade system gain of 7 db which is
anticipated  to  increase  the "line of sight"  path  distance  capabilities  to
approximately 5 miles. In order to improve the reliability of the Model 9100-2B,
this system has been  designed to operate  from an  uninterruptable  48vdc power
source or an  uninterruptable  115/230vac - 50/60hz  primary power source.  This
system  is being  marketed  as an  alternative  to  microwave  or  fiber  optics
communication  systems in  specific  applications.  There is no  requirement  to
obtain property easements for burial of fiber or other type cable.

     The upgraded  Model 9100-2B  infrared  laser system capable of 2.048mbps is
competitively  priced to 18ghz  microwave  operating with a T1 (1.544mbps)  data
transmission   capability.   The  specific   market   target  is  for  microcell
interconnection of cellular or PCS networks.  It is anticipated the availability
of FCC licensing for 18 and 23Ghz microwave  frequencies  space will become more
difficult due to the frequency  congestion in  metropolitan  areas.  There is no
requirement for FCC licensing for infrared laser communication links.

     The Model 9100 has been  tested by the  Company in a variety of  conditions
(-40 to +140  degrees  F,  and  winds up to 86 mph),  with a bit  error  rate in
unfaded  weather   conditions  of  approximately   10-11,  which  translates  to
error-free transmission during 99.9985% of running time, compared with microwave
transmission which averages only 85% of running time error-free.  The results of
these  propagation  studies have been published in electronic trade journals and
presented at many trade shows.  Customers for this product range from government
and  governmental   agencies  to  private  industry  and  foreign  corporations.
Presently,  systems have been sold to customers  in Mexico,  Canada,  Indonesia,
Malaysia,  and Korea,  in addition to the U.S.  The Model 9100 is designed to be
versatile,  and  can  be  adapted  for  specialized  applications,  such  as the
transmission of video signals. This product can also interface with both digital
fiber optic and digital microwave systems.

     Sales of the Model 9100 and related  equipment  accounted  for 98% of total
revenues in fiscal  1995,  100% of total  revenues in fiscal  1994,  and 100% in
fiscal 1993.

     The company is currently designing an upgrade of a TELPRO atmospheric laser
communication link to directly interface with fiber optic communication  systems
operating at OC-3 (155mbps) protocol.  The TELPRO atmospheric laser transmission
link will be compatible with large telecommunication company fiber optic systems
where authorization to bury or use aerial fiber cables over streets, highways or
rivers is either not available or cost prohibitive. We envision the sale of many
thousand  links (at  approximately  $40,000  per link)  for  atmospheric  laser,
fiber-optic compatible  applications for limited distance  interconnections with
fiber-optic systems.

     Model 1001 Series  Converter.  This product had an established sales record
for the Company,  but had a small specialize  travel agency market,  and in fact
contributed  nothing to revenues in the last three  fiscal  years.  As a result,
this product is no longer being offered by TELPRO.

     Other  Products  and  Services.  In the event a  prospective  customer  has
particular  needs  for   telecommunications   or  similarly  related  technology
equipment, the Company from time to time will specially design and manufacture a
made-to-order  device.  Although this area  accounted for only 2% of revenues in
1995,  and no revenues in the previous  two fiscal  years,  it generated  29% of
total revenues in fiscal 1992.

                                       2
<PAGE>

Sales, Markets, and Competition

     The Company sells its products  through Mr. Ranniger and outside  entities,
sales and sales  representatives  for  territories  including  Alaska,  Arizona,
California,   Texas,  Hawaii,  Idaho,   Louisiana,   Montana,   Nevada,  Oregon,
Washington,    New   Mexico,    Washington   D.C.,   Virginia,   and   Maryland.
Internationally,   the  Company  has  been  approached  by  individuals/entities
interested  in  representing  the  Company's  products in Korea,  Malaysia,  and
Russia. As of May, 1998, the Company has an exclusive  representative  agreement
for Korea  with a firm  there  which  anticipates  a  continued  market  for the
Company's   products   in  that   country.   The   agreements   with  the  sales
representatives  for  domestic  territories,  which were signed on and after the
spring of 1985,  may be  terminated  by either party on 30 days notice,  and are
non-exclusive. The Company operates solely out of its Golden, Colorado facility,
and all information  regarding assets and operating profit and loss is addressed
in the accompanying  financial statements.  As of March 31, 1999 and the date of
this report, the Company has no material backlog of orders.

     The  Company has had no sales  revenues  for the past three  fiscal  years.
Therefore,  it has had no sales to unaffiliated  customers during the past three
fiscal years, nor has it had sales in excess of 10% to any individual  customers
over the past three-year period. The Company's revenues depend on its ability to
continue to expand its client base.

     The Company  competes  generally  with a number of other  manufacturers  of
telecommunications  equipment.  System  design and  engineering,  and  component
technical features are the principal methods of competition.

Miscellaneous

     As is customary in the  telecommunications  industry,  the Company produces
its  products  from readily  available  components  purchased  from a variety of
manufacturers.   Printed   circuit   boards  and  housings  are  contracted  for
manufacture  according  to Company  specifications  from  among  many  available
suppliers. The business of the Company is not seasonal. The Company maintains no
special  arrangements  relating to working  capital  items,  and as far as it is
aware this is standard in the  industry.  Its inventory as of March 31, 1999 was
$92,109.  The Company is not  subject to  environmental  protection  regulations
during the  foreseeable  future.  The Company has spent  nothing on research and
development  in the last three  fiscal  years.  Patents  have not appeared to be
important to the industry, and as of December 1990 the Company's patent expired.
None of the Company's present business is subject to renegotiation of profits or
termination of contracts or subcontracts at the election of the government.

Item 2.  Properties.

     The Company is located at 869 Moss Street, Golden,  Colorado 80401, and the
capacity of the Company's  facilities and  production  equipment is adequate for
present activities.

Item 3.  Legal Proceedings.

     None.

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

     Not applicable.


                                     PART II

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

 The  Company's  Common  Stock is traded  on the  over-the-counter  market.  The
Company has not had any revenues which could be used to pay for updates on these
figures since fiscal year ended 3/31/96; however, the ranges of high and low bid
quotations  for each  fiscal  quarter  for the fiscal  years  ended  3/31/96 and
3/31/95 as reported by National Quotation Bureau, Incorporated, are as follows:

                                       3
<PAGE>

                  1995                               High            Low
                  ----                               ----            ---
First Quarter  (4/l through 6/30/94)                 .001            .001
Second Quarter (7/l through 9/30/94)                 .001            .001
Third Quarter (10/1 through 12/31/94)                .001            .001
Fourth Quarter (1/1 through 3/31/95)                 .001            .001

                  1996                               High            Low
                  ----                               ----            ---
First Quarter  (4/l through 6/30/95)                 .001            .001
Second Quarter (7/l through 9/30/95)                 .001            .001
Third Quarter (10/1 through 12/31/95)                .001            .001
Fourth Quarter (1/1 through 3/31/96)                 .001            .001

     The above quotations reflect inter-dealer  prices,  without retail mark-up,
mark-down, or commission, and may not necessarily represent actual transactions.

     As of March 31, 1999,  there were  approximately  378 record holders of the
Company's Common Stock.

     The  Company  has not  paid  dividends  on its  Common  Stock  and does not
anticipate paying dividends in the foreseeable  future. The Company  anticipates
that all earnings will be retained for development of the Company's business.

     The underwriter for the initial public offering,  Norbay Securities,  Inc.,
of Bayside,  New York,  is no longer in  business.  The Company is unaware as to
whether a market is still  being made in the  Company's  stock by any  brokerage
firms.


Item 6.  Selected Financial Data.

Financial Condition:
<TABLE>
<CAPTION>

                                                                        Year ended March 31,
                                         ------------------------------------------------------------------------------------
                                           1999              1998               1997               1996                1995
                                         --------          --------           --------           --------            --------
<S>                                      <C>               <C>                <C>                <C>                 <C>
Current assets                           $ 92,347          $ 92,145           $ 92,765           $ 94,355            $ 98,958
Total Assets                               92,717            93,642             95,379             98,666             105,549
Long Term Debt                                                                                                         24,774
Stockholders'
  (deficiency)                           (556,127)         (495,931)          (442,304)          (388,985)           (332,913)
  equity
</TABLE>

Results of Operations:
<TABLE>
<CAPTION>

                                                                        Year ended March 31,
                                         ------------------------------------------------------------------------------------
                                           1999              1998               1997               1996                1995
                                         --------          --------           --------           --------            --------
<S>                                      <C>               <C>                <C>                <C>                 <C>
Total revenues                           $      0          $      0           $      0           $      0            $136,085
Selling, general &
  administrative                           60,196            53,407             53,019             54,540              77,446
Cost of sales                                   0               220                300              1,532              64,030
Net loss                                  (60,196)          (53,627)          ( 53,319)          ( 56,072)           (  9,400)
Loss per share                            ( .0027)          ( .0024)          (  .0024)          (  .0026)             (.0004)
Net cash flows
  from operating                          ( 1,000)          ( 1,413)          (  1,235)          ( 11,645)             43,438
  activities
</TABLE>


Item 7.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.

Financial Condition and Changes in Financial Condition

     The Company had no revenues in fiscal 1999, 1998, 1997, or 1996; this was a
tremendous contrast to fiscal 1995 revenues.  As a result, there was again a net
loss for the year.  This loss has  continued  the  erosion of the  stockholders'
equity,  and such  attrition may continue  through  fiscal 2000. The Company had
significant  sales to customers in Malaysia  and Korea during  fiscal 1995,  and
there appears to be continued interest in these countries,  which could, without
assurance, result in future sales.

                                       4
<PAGE>


     Since its  liquidity  was enhanced in fiscal 1984 by a limited  offering of
the Company's  securities in August,  1983 for net proceeds of $218,055,  and an
initial  public  offering  of its common  stock for net  proceeds of $493,394 on
March  20,  1984,  the  Company's  liquidity  has  declined  due to the  initial
expenditures  required for research and  development,  and the time  involved in
securing a market for the  Company's  products.  There are no present or planned
commitments for material capital expenditures,  and the Company presently has no
material unused sources of liquid assets.

     There are  continuing  inquiries  regarding  the  Company's  products  from
potential  customers,  and  management  believes that  marketing  efforts by Mr.
Ranniger   and  by  its  outside   commissioned   sales   dealer   and/or  sales
representatives may continue to increase revenues,  thus enabling the Company to
sustain  operations.  Due to the  losses  sustained  by the  Company  during its
development  stage and over the  intervening  years,  the  Company's  ability to
remain a going concern depends upon its ability to generate sufficient cash flow
to meet its obligations,  to obtain additional financing as may be required, and
to  continue  to  increase  its  product  sales.  Even  though the  Company  has
previously  been unable to obtain outside  conventional  financing,  it has been
able to continue as a going concern due to loans it has received from  officers,
in addition to those officers deferring their respective  salaries since January
1987.

Results of Operations

     Fiscal 1999 was the fourth year of all-time  low  revenues for the Company.
However,  the  Company has seen such highs and lows over the past years that the
future is difficult to project. For instance, although fiscal 1995 revenues were
the second highest annual revenues in the previous five-year period, fiscal 1994
total  revenues  were  among the  lowest  in the  Company's  history.  The total
revenues  for fiscal 1993 were almost nine times as great as those  generated in
fiscal 1992, where sales were the lowest in its preceding five year period,  and
fiscal 1991 revenues were the highest in the Company's history.  As a result, it
is impossible  to speculate as to what will happen in fiscal 2000.  Ninety-eight
percent of fiscal 1995 revenues, and 100% of fiscal 1994 and 1993 revenues, were
generated via sales of the Company's Model 9100 and related equipment.

     The  Company  has been  working to upgrade its Model 9100 system with a new
diode which will increase the transmission power of the system from 1 watt power
input to 1.2 and 2.4 optical power output,  thereby  increasing the transmission
range to over two miles in normal atmospheric conditions.

     In  addition,   the  Company  is  upgrading  the  data  rate   transmission
capabilities  of the Model  9100.  Presently,  the Model  9100-2 is  capable  of
transmitting communication formats of DS-0 (64 kbps), DS-1 (1.544 mbps), and the
European standard CEPT HDB-3 (2.048 mbps).  Upgrades would allow transmission of
additional data rates of OC-1 (51.84 mbps) and OC-2 (155.520 mbps).  The present
plans to accomplish  these  upgrades  would utilize the same  castings,  optics,
mounts,  and most other hardware,  therefore reducing the cost of the new design
while greatly enhancing system features.

     Other than the above,  the Company does not expect any material  changes in
the mix and relative cost of resources.  Raw materials were previously augmented
in the  anticipation  of potential  future demand in Asia. As of year end, there
were no finished goods in inventory. Inflation has had no material effect on the
Company's operations over the last three fiscal years.

     The Company's  current cash requirement for payroll is down to zero, due to
the fact that the Company's only full time  employees,  Don and Clara  Ranniger,
have elected to defer their  salaries since January of 1987 in order to help the
Company's cash flow.  The Company's  former  engineering  technician and another
technician/consultant are presently available to work as independent contractors
for the Company on an as-needed basis.

     Fiscal 2000 operations  will continue to concentrate  efforts on increasing
sales and  production  of the  Model  9100.  However,  due to  varying  economic
conditions  in the  domestic  and  world-wide  market  for this  product,  sales
projections are difficult to estimate.

                                       5
<PAGE>


Item 8.  Financial Statement and Supplementary Data.

Index to Financial Statements:

     1.   Compilation Report

     2.   Financial Statements

          a.   Balance Sheets as of March 31, 1999 and 1998;

          b.   Statements  of  Operations  for the years ended  March 31,  1999,
               1998, and 1997;

          c.   Statements of Stockholders'  Deficiency for the years ended March
               31, 1999, 1998, and 1997;

          d.   Statements  of Cash  Flows for the years  ended  March 31,  1999,
               1998, and 1997; and

          e.   Notes to Financial Statements for the years ended March 31, 1999,
               1998, and 1997.

     3.  Schedule IV - Indebtedness to Related Parties

Item 9. Changes in and Disagreements with Accountant on Accounting and Financial
Disclosure.

     None.

                                    PART III

Principal Security Holders

 The following table sets forth information, as of May 28, 1999, with respect to
the beneficial  ownership of Common Stock by each person known by the Company to
be the  beneficial  owner of more than five  percent of the  outstanding  Common
Stock,  by all  directors  and  nominees of the Company,  and by  directors  and
officers of the Company as a group:

            Shares beneficially owned
            ------------------------------------
            Name of Person or Identity of Group             Number         %
            ------------------------------------         ---------       -----
            Donald E. and Clara H. Ranniger (1)          7,610,000       33.8%
            Travis K. Pethe (2)                          ---             ---
            Harry D. Thompson (2)                        ---             ---
            Daniel P. Newman (2)                         ---             ---
            Five directors and officers                  7,610,000       33.8%
---------------
     (1) Directors,  officers,  and  controlling  persons of the Company.  Their
address is 869 Moss Street, Golden, Colorado 80401.
     (2) Director

Identification of Directors, Executive Officers, Committees, and Related Matters

     The Company  elects less than the entire Board of Directors  annually.  The
Board of Directors is divided into three classes.  Each class holds office until
the second annual meeting  succeeding  their  election.  Officers of the Company
hold office until the next annual meeting of the Board of Directors  immediately
following the next annual meeting of  shareholders or until removal by the Board
of Directors.

     The names of each director and officer, and certain other information about
them are set forth below:

       Name                 Age                    Title
-----------------------     ---        -----------------------------------
Class 1 Directors:
 Harry D. Thompson           66         Director
Daniel P. Newman            48         Director
 Class 2 Directors:
Travis K. Pethe             47         Director
 Class 3 Directors:
Donald E. Ranniger          71         Chairman of the Board of Directors,
 President, and Treasurer
Clara H. Ranniger           71         Vice President, Secretary, Director


                                       6
<PAGE>

     Harry D. Thompson,  a director since August 6, 1985, has been self-employed
as a public  accountant  since June 1970.  He  provides  services  to clients in
manufacturing,  construction, retail, service and other businesses in connection
with establishing and maintaining accounting books and records, taxes, financial
reporting,  budgeting,  management  reporting,  job costing and  financing.  The
Company  made no  payments to Mr.  Thompson  during his last  fiscal  year,  and
expects to make  payments to Mr.  Thompson of less than ten percent of his gross
revenues during his current fiscal year. Mr.  Thompson holds a bachelors  degree
in Business Administration from the University of Denver.

     Daniel P. Newman,  a director  since April 26, 1995,  has been a practicing
attorney  for  thirteen  years.  He received  his Juris  Doctor  degree from the
University  of Denver in June,  1986.  Presently,  Mr.  Newman is employed as an
Appeals Referee for the State of Colorado,  where he conducts public hearings on
appealed  unemployment  compensation  claims.  Mr.  Newman  defines  the issues,
questions witnesses,  evaluates the evidence,  applies appropriate  regulations,
rules and law,  and renders a complete  written  decision  which is final unless
appealed to the  Industrial  Commission.  Mr. Newman also has a Bachelor of Arts
degree  with a major in  Psychology  from the  University  of  Pennsylvania.  In
addition, Mr. Newman has a variety of practical business experience.

     Travis K. Pethe,  a director  since  September  21,  1983,  was employed by
Omnitech Robotics, Inc. as Vice President of Engineering. Previously, he ran his
own  consulting  business after leaving Total  Petroleum,  Inc. as the Corporate
Safety   Manager   since  1992,   where  he  was   responsible   for   planning,
implementation,  and oversight of the company's product safety,  process safety,
occupational safety, and transportation safety programs.  From 1979 to 1992, Mr.
Pethe was employed by Martin Marietta Astronautics Group, Denver, Colorado, as a
manager  in  system  safety,   management  information  systems,  and  technical
operations.  From 1974 to 1979,  he was a  commissioned  officer  in the  United
States Air Force.  Mr. Pethe is a 1974  graduate of the United  States Air Force
Academy with a B.S.  degree in engineering  mechanics and a 1976 graduate of the
University of Utah with a master's degree in engineering administration. He is a
member of the  National  Society  of  Professional  Engineers  and the  American
Society of Mechanical  Engineers.  He expects to devote only so much of his time
to  the  business  activities  of  the  Company  as  may  be  necessary.  It  is
contemplated  that he may act as a contract  consultant to the Company from time
to time, on product safety and liability  prevention  matters.  The terms of any
such consulting arrangement have not been determined.

     Donald E.  Ranniger,  Chairman of the Board of  Directors,  President,  and
Treasurer  since June 8, 1983, is employed by the Company full time. He has been
president and co-owner of Ranniger  Systems,  Inc., an affiliate of the Company,
since July 1981. Since 1969, Ranniger Systems, Inc. and its predecessor,  a sole
proprietorship,  have  engaged in the  design,  manufacture,  and  marketing  of
specialized   communication   equipment,   including  infrared  voice  and  data
communication  links,  current converters,  and digital/voice  response systems.
They have also engaged in a manufacturer's  representative  business. The design
and manufacturing  portion of their operations was transferred to the Company on
June 8, 1983.  From July 1959 to March  1963,  and again from June 1966 to April
1969, he was a major  accounts  manager for General  Electric Co.,  where he was
responsible for sales of microwave and data processing equipment in a five-state
area.  He was a district  sales manager for Raytheon Co. from March 1963 to June
1966. Mr.  Ranniger was employed from October 1955 to July 1959 by Collins Radio
Co. as a field project  engineer.  Mr.  Ranniger  graduated in 1950 from Central
Institute, Kansas City, Missouri. He is a member of the Rocky Mountain Inventors
Congress  and has been  issued a U.S.  patent.  He  holds an FCC  general  radio
license  and is a  certified  engineer by the  National  Association  of Radio &
Telecommunications  Engineers.  He  is a  Senior  Member  of  the  Institute  of
Electrical  and  Electronics  Engineers.  Mr.  Ranniger  is the husband of Clara
Ranniger.

     Clara H. Ranniger, Vice President,  Secretary, and a director since June 8,
1983,  has been vice  president  and  co-owner of  Ranniger  Systems,  Inc.,  an
affiliate of the Company,  since July 1981. Her  responsibilities  with Ranniger
Systems,  Inc.  included the  preparation of bids for  government  contracts and
maintaining  the books and records of the  corporation.  She was associated with
Mr. Ranniger in the operations of its predecessor,  a sole proprietorship,  from
August 1974 to July 1981.  Mrs.  Ranniger is employed by the Company  full time,
and handles  all  administrative  work for the  Company,  including  purchasing,
day-to-day accounting,  quality control documentation,  inventory,  customer and
shareholder relations.

                                       7
<PAGE>

     The Board of Directors has a standing audit  committee  consisting of Clara
H. Ranniger and Harry D. Thompson, both of whom are directors.  Functions of the
audit committee are: engagement or discharge of auditors; prior approval of each
professional  service provided by the auditors;  determining fees; reviewing the
audit plan;  reviewing internal accounting  controls;  reviewing the adequacy of
financial and  accounting  personnel;  reviewing  the results of the audit;  and
reviewing financial  information and press releases concerning financial matters
prior to  dissemination.  The  audit  committee  meets  monthly  to  review  the
financial  statements  of the  Company,  as  evidenced  by the  minutes  of such
meetings in the Company minute book.

     The Board of Directors has a standing  nominating  committee  consisting of
Messrs.  Ranniger,  Pethe,  Thompson,  and Mrs.  Ranniger.  The functions of the
committee are to propose nominees for positions on the Board of Directors and to
monitor  the  procedures  set  forth  in  the  Articles  of  Incorporation   for
nominations.  These procedures  provide,  in relevant part, that nominations for
the  election  of  directors  by  shareholders  will be  considered  if they are
submitted  in  writing  not less than 14 days nor more than 50 days prior to any
annual  meeting of  shareholders.  The  written  notice  must  contain  specific
information about the nominee as required by the Articles of Incorporation.

     There is no compensation committee;  similar functions are performed by the
Board of Directors.

Management Remuneration and Transactions

     The following table sets forth the cash  compensation  paid to all officers
and directors of the Company as a group for services  rendered during the fiscal
year ended March 31, 1998 (no officer  received cash  compensation  in excess of
$60,000):

No. Persons in Group   Capacities in which served             Cash Compensation
--------------------   --------------------------             -----------------
      Five               Officers and directors                     $  .00  *

     * Mr. & Mrs. Ranniger have deferred payout of their salaries since January,
1987,  which  deferment  amounts to $602,700  through the end of the fiscal year
ended March 31, 1999. Mr. & Mrs. Ranniger are still owed outstanding interest of
$12,909.17 due from prior loans to the Company, which has not been paid to date,
as well as the principal sum of $1,979.24  with  additional  accruing  interest,
which was loaned to the Company in the past fiscal years.

     The Company proposes to continue the employment of Mr. and Mrs. Ranniger as
officers  of the  Company  at  their  monthly  salaries  of  $2,500  and  $1,600
respectively.  Mr. Thompson has provided, and it is proposed that he continue to
provide,  accounting  services to the Company at his customary  hourly rates for
bookkeeping and for preparation of financial reports. In addition, each director
is paid up to $100 plus  reasonable  expenses  for  attendance  at each Board of
Directors' meeting, although the Directors decided to defer this stipend for all
meetings during the fiscal years 1988 through 1999.

     The shareholders of the Company adopted an incentive stock option plan (the
"Plan") on June 8, 1983.  The Plan provides for the granting,  in the discretion
of the Board of  Directors,  to the  officers  and  employees  of the Company of
options (the "Options") to purchase up to 3,000,000  shares of Common Stock. The
Options are to be  exercisable  at the fair market  value of the Common Stock on
the date of grant,  or 110% of such  fair  market  value if the  amount of stock
owned by the optionee is more than 10% of the total combined voting power of all
classes of capital stock of the Company as of the date of grant. The Options are
to be  exercisable  for a period of not  longer  than ten years from the date of
grant,  and the Plan  expired  June 8,  1993.  No Options  have been  granted or
exercised under the Plan since its adoption.

     There was no other remuneration paid or distributed to or accrued
for the account of the officers and directors of the Company for services to the
Company  for the last  fiscal  year or other  proposed  remuneration,  including
payments  proposed  to be made in the future  pursuant to any  on-going  plan or
arrangement  to officers  and  directors  of the  Company,  besides that already
stated.


     The Company has no other pension or retirement plans, or annuities.


<PAGE>


                                     PART IV

Item 14.  Exhibits and Financial Statement Schedules, and Reports
on Form 8K.

A.  The following documents are filed as a part of this report:

     1.   Financial Statements

          a.   Balance Sheets as of March 31, 1999 and 1998;

          b.   Statements  of  Operations  for the years ended  March 31,  1999,
               1998, and 1997;

          c.   Statements of Stockholders'  Deficiency for the years ended March
               31, 1999, 1998, and 1997;

          d.   Statements  of Cash  Flows for the years  ended  March 31,  1999,
               1998, and 1997; and

          e.   Notes to Financial Statements for the years ended March 31, 1999,
               1998, and 1997.

     2.   Schedule IV,  Indebtedness to Related  Parties.  Besides  Schedule IV,
          which is attached,  all other  schedules are omitted,  as the required
          information is included in the financial statements or notes thereto.

     3.   Exhibits:
<TABLE>
<CAPTION>

     Form 10-K
    Regulation S-K                                                                       consecutive
    exhibit number                                 Exhibit                               page number
    --------------                ---------------------------------------------          -----------
<S>        <C>                    <C>                                                       <C>
           3.1                    Articles of Incorporation (incorporated                   N/A
                                  by reference to Exhibit 3.1 of the
                                  Company's Registration Statement on Form
                                  S-18, Registration No. 2-86781-D)
           3.2                    Bylaws (incorporated by reference to                      N/A
                                  Exhibit 3.2 of the Company's Registration
                                  Statement on Form S-18, Registration No.
                                  2-86781-D)
          10.1                    Building Lease (incorporated by reference                 N/A
                                  to Exhibit 10.2 of the Company's Form 10-K
                                  for the fiscal year ended March 31, 1984)
          10.2                    Patent Assignment (incorporated by reference              N/A
                                  to Exhibit 10.2 of the Company's Registration
                                  Statement on Form S-18, Registration No.
                                  2-86781-D)
          10.3                    Incentive Stock Option Plan (incorporated by              N/A
                                  reference to Exhibit 10.5 of the Company's
                                  Registration Statement on Form S-18,
                                  Registration No. 2-86781-D)
          10.4                    Assignment of Products, Ranniger Systems,                 N/A
                                  Inc., as assignor, and the Company, as
                                  assignee (incorporated by reference to
                                  Exhibit 10.6 of the Company's Registration
                                  Statement on Form S-18, Registration No.
                                  2-86781-D)
          28.1                    U.S. Patent No. 3,778,616 (incorporated                   N/A
                                  by reference to Exhibit 28.1 of the
                                  Company's Registration Statement on Form
                                  S-18, Registration No. 2-86781-D)
</TABLE>

     B. During the last  quarter of its fiscal year ended  March 31,  1999,  the
Company filed no reports on Form 8-K.


                                       9
<PAGE>



                                   SIGNATURES

                  Pursuant  to the  requirements  of Section 13 or 15 (d) of the
         Securities  Exchange Act of 1934,  the  registrant has duly caused this
         report to be signed on its behalf by the  undersigned,  thereunto  duly
         authorized.

                                         TELECOMMUNICATION PRODUCTS, INC.



                                         By:/s/ Don E. Ranniger
                                            ---------------------------
                                            Don E. Ranniger, President


                  Pursuant to the requirements of the Securities Exchange Act of
         1934,  this report has been signed  below by the  following  persons on
         behalf  of  the  registrant  and  in the  capacities  and on the  dates
         indicated.


         May 28, 1999                    By:/s/ Don E. Ranniger
                                            -----------------------------------
                                            Don E. Ranniger,
                                            Chairman of the Board of Directors,
                                            President and Treasurer



         May 28, 1999                    By:/s/ Clara H. Ranniger
                                            -----------------------------------
                                            Clara H. Ranniger, Director and
                                            Vice President and Secretary



         May 28, 1999                    By:/s/ Travis K. Pethe
                                            -----------------------------------
                                            Travis K. Pethe, Director



         May 28, 1999                    By:/s/ Harry D. Thompson
                                            -----------------------------------
                                            Harry D. Thompson, Director



         May 28, 1999                    By:/s/ Daniel P. Newman
                                            -----------------------------------
                                            Daniel P. Newman, Director






                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                       10
<PAGE>


COMPILATION REPORT




To the Stockholders
Telecommunication Products, Inc.
Golden, Colorado


         In accordance with the United States Securities and Exchange Commission
Regulation  S-X paragraph  210.3-11,  the Company has compiled the  accompanying
balance  sheets of  Telecommunication  Products,  Inc.  as of March 31, 1999 and
1998, and the related statement of operations and  stockholders'  deficiency and
statement of cash flows, with notes to financial statements, for the years ended
March 31, 1999, 1998, and 1997.

         The accompanying  financial statements have been prepared assuming that
the Company  will  continue as a going  concern.  As  discussed in Note 1 to the
financial  statements,  the Company's  recurring  losses from operations and net
stockholders'  deficiency  raise  doubt about its ability to continue as a going
concern.  Management's plans concerning these matters are also described in Note
1. The  financial  statements do not include any  adjustments  that might result
from the outcome of this uncertainty.

         A  compilation  is  limited  to  presenting  in the  form of  financial
statements  accounting  information and records kept by the Company. The Company
has not audited the accompanying  financial  statements and is not in a position
to express an opinion or any other form of assurance on them.










Golden, Colorado
May 28, 1999




                                       F-1

<PAGE>

TELECOMUNICATIONS PRODUCTS, INC.
BALANCE SHEETS (Unaudited)
MARCH 31, 1999 AND 1998

(See Management's Compilation Report)
<TABLE>
<CAPTION>


ASSETS                                   1999        1998           LIABILITIES AND STOCKHOLDERS' DEFICIENCY     1999        1998
------                                   ----        ----           ----------------------------------------   --------    ---------
<S>                                   <C>          <C>              <C>                                       <C>          <C>
CURRENT ASSETS                                                      CURRENT LIABILITES
   Cash                               $    --      $     36          Accounts payable                         $ 15,408     $  6,250
   Accounts receivable                     --                        Accrued liabilities:
Inventories (note 3)                   92,109        92,109             Officers (Note 2)                      602,700      553,500
Prepaid expense                           238            --             Other                                   28,757       28,808
                                      -------      --------                                                   --------     --------
          Total current assets         92,347        92,145
                                      -------      --------                  Total current liabilities         646,865      588,558
PROPERTY AND EQUIPMENT, AT COST:
    Equipment                          46,446        46,446         LONG TERM DEBT - officers/stockholders
    Office furniture and plans         13,776        13,776            (Note 2)                                  1,979        1,015
                                      -------      --------
     Total                             60,222        60,222
   Less accumulated depreciation       59,852        58,725         STOCKHOLDERS' DEFICIENCY (Note 4):
                                      -------      --------           Preferred stock, nonvoting, $1 par
       Net property and equipment         370         1,497              value: 50,000,000 shares authorized;
                                      -------      --------              no shares issued
                                                                      Common stock, no par value; 100,000,000
                                                                         shares authorized; 22,492,800 shares
                                                                         issued and outstanding                 733,768     733,768
                                                                      Accumulated deficit                    (1,289,895) (1,229,699)

                                                                             Total stockholders' deficiency    (556,127)   (495,931)
                                                                                                             ----------  ----------
TOTAL                                 $92,717      $ 93,642       TOTAL                                      $   92,717  $   93,642
                                      =======      ========                                                  ==========  ==========
</TABLE>
See notes to financial statements

                                      F-2
<PAGE>



TELECOMMUNICATION PRODUCTS, INC.

STATEMENTS OF OPERATIONS  (Unaudited)
YEARS ENDED MARCH 31, 1999, 1998 AND 1997
------------------------------------------
(See Managements' Compilation Report)

                                         1999              1998           1997
                                         ----              ----           ----
REVENUES:
   Net sales                     $           -     $           -    $         -
                                 -------------     -------------    -----------

      Total revenues                         -                 -              -
                                 -------------     -------------    -----------

EXPENSES:
   Cost of sales                             -               220            300
   Selling, general and
     administrative (Note 2)            60,196            53,407         53,019
                                 -------------     -------------    -----------
        Total expenses                  60,196            53,627         53,319
                                 -------------     -------------    -----------
NET LOSS                         $     (60,196)    $     (53,627)   $   (53,919)
                                 =============     =============    ===========

NET LOSS PER COMMON SHARE        $      (.0027)    $      (.0024)   $    (.0024)
                                 =============     =============    ===========
WEIGHTED-AVERAGE COMMON
    SHARES OUTSTANDING              22,492,800        22,492,800     22,492,800
                                 =============     =============    ===========


See notes to financial statements

                                      F-3
<PAGE>


TELECOMMUNICATION PRODUCTS, INC.

STATEMENTS OF STOCKHOLDERS'  DEFICIENCY  (Unaudited)
YEARS ENDED MARCH 31, 1999, 1998 AND 1997
-----------------------------------------------------
(See Managements' Compilation Report)
<TABLE>
<CAPTION>

                                                      Common Stock
                                               ----------        ---------         Accumulated               Total
                                                Shares            Amount             Deficit
                                               ----------        ---------         -----------             ----------
<S>                                            <C>                <C>              <C>                     <C>
BALANCE AT MARCH 31, 1996                      22,492,800         $733,768         $(1,122,753)            $(388,985)
Net loss (Unaudited)                                                                   (53,319)              (53,319)
                                               ----------         --------         -----------             ---------

BALANCE AT MARCH 31, 1997                      22,492,800         $733,768         $(1,176,072)            $(442,304)
Net loss (Unaudited)                                                                   (53,627)              (53,627)
                                               ----------         --------         -----------             ---------

BALANCE AT MARCH 31, 1998                      22,492,800         $733,768         $(1,229,699)            $(495,931)
Net loss (Unaudited)                                                                   (60,196)              (60,196)
                                               ----------         --------         -----------             ---------

BALANCE AT MARCH 31, 1999                      22,492,800         $733,768         $(1,289,895)            $(556,127)
                                               ==========         ========         ===========             =========
</TABLE>

See notes to financial statements

                                      F-4
<PAGE>


TELECOMMUNICATION PRODUCTS, INC.

STATEMENTS OF CASH FLOWS (Unaudited)
YEARS ENDED MARCH 31  1999  1998 AND 1997
------------------------------------------
(See Managements' Compilation Report)
<TABLE>
<CAPTION>

                                                                  1999                  1998              1997
                                                                  ----                  ----              ----
<S>                                                           <C>                   <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                   $ (60,196)            $  (53,627)       $ (53,319)
    Adjustments to reconcile net loss to net cash flows
         from operating activities:
      Depreciation and amortization                               1,127                  1,117            1,697
       Increase (decrease) in assets
          and liabilities:
          Accounts receivable
          Inventories
         Prepaid expenses                                          (238)                   222              355
         Accounts payable                                         9,158                  1,935
         Accrued liabilities                                     49,149                 48,940           50,032
                                                              ---------             ----------        ---------


            Net cash flows from operating
               activities                                        (1,000)                (1,413)          (1,235)
                                                              ---------             ----------        ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Payments for property and equipment                               -                      -                -
                                                              ---------             ----------        ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Borrowing under long-term debt
      and note payable                                              964                  1,015                -
    Principal payments of long-term
      debt and note payable                                           -                      -                -
                                                              ---------             ----------        ---------
            Net cash flows from financing
               activities                                           964                  1,015                -
                                                              ---------             ----------        ---------
NET INCREASE (DECREASE) IN CASH                                     (36)                  (398)          (1,235)
CASH, BEGINNING OF YEAR                                              36                    434            1,669
                                                              ---------             ----------        ---------
CASH END OF YEAR                                              $       -             $       36        $     434
                                                              =========             ==========        =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION -
    Cash paid for interest expense                            $       -             $        -        $       -

</TABLE>


                                         See notes to financial statements

                                      F-5
<PAGE>



TELECOMMUNICATION PRODUCTS, INC.

NOTES TO FINANCIAL  STATEMENTS  (Unaudited)
YEARS ENDED MARCH 31, 1999, 1998 AND 1997
--------------------------------------------
(See Managements' Compilation Report)





1.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Organization  -   Telecommunication   Products,   Inc.  (Company)  was
          incorporated  in the State of  Colorado  on June 8,  1983,  to design,
          manufacture and market specialized communication equipment.

          Going-Concern Basis - The accompanying  financial statements have been
          prepared on a going-concern  basis, which contemplates the realization
          of assets and the  satisfaction of liabilities in the normal course of
          business. As shown in the financial statements,  during the year ended
          March 31, 1999, the Company incurred a net loss of $ 60,196 and1 as of
          that date, the Company has an accumulated  deficit of $1,289,895 and a
          net stockholders'  deficiency of $556,127. These factors among others,
          may  indicate  that the Company  will be unable to continue as a going
          concern.  The financial statements do not include any adjustments that
          may be  necessary  should the Company be unable to continue as a going
          concern.  The Company's  continuation  as a going concern is dependent
          upon  its  ability  to  generate  sufficient  cash  flow to  meet  its
          obligations on a timely basis, to obtain  additional  financing as may
          be  required,   and  ultimately  to  attain   successful   operations.
          Management  is of the opinion  that  enhanced  marketing  efforts will
          enable  the  Company  to  increase  revenues  sufficiently  to sustain
          operations.

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

         Property and  Equipment and  Depreciation  -  Depreciation  is provided
         using the  straight-line  method over an estimated  useful live of five
         years.

         Revenue   Recognition  -   Revenue  is  recognized  when  products  are
         delivered and accepted by customers.

         Warranty Reserve - The Company grants a one-year  warranty on parts and
         labor for all of its products. The Company has historically experienced
         minimal warranty claims.

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

                                      F-6
<PAGE>


2.       RELATED-PARTY TRANSACTIONS

         One of the Company's  directors provides monthly accounting services to
         the Company. Expenses for such services were $ -0- $ -0- and $ -0-, for
         1999, 1998 and 1997 respectively.

         Certain  officers/stockholders  of the  Company  elected to defer their
         salaries  beginning the first quarter of calendar year 1987 in order to
         help the Company's cash flow. Unpaid  compensation  expenses of $49,200
         annually  were  incurred in each of the three years in the period ended
         March 31, 1999 and as of March 31, 1999 and 1998,  unpaid  compensation
         to officers/stockholders totaled $602,700 and $553,500, respectively.

         Long-tern  debt -  officers/stockholders  represents  an unsecured note
         payable  with  interest at 0%.  During the years ended  March 31, 1999,
         1998 and 1997, interest  expense of $ 0, $ 0, and $ 0 respectively, was
         incurred on the note  and, at March 31, 1999 and 1998 accrued  interest
         of $12,909 and $12,909 was payable.

3.       INVENTORIES

         Inventories consist of the following at March 31:
                                                      1999              1998
                                                      ----              ----
                     Raw materials               $  55,176         $  55,176
                     Work in process                36,933            36,933
                     Finished goods                      -                 -
                                                 ---------         ---------
                     Total                       $  92,109         $  92,109
                                                 =========         =========


4.       COMMON STOCK

          On June 8, 1983,  the  Company's  Board  approved an  incentive  stock
          option plan for all employees and reserved  3,000,000 shares of common
          stock for issuance upon the exercise of options  granted.  The minimum
          exercise  price  under the plan is  generally  100% of the fair market
          value of the  Company's  common  stock at the date of  grant,  and the
          options  are  exercisable  for a period up to 10 years  from the grant
          date. For 10% stockholders,  the minimum exercise price is 110% of the
          fair  market  value  at  the  date  of  grant,  and  the  options  are
          exercisable  for a period up to 5 years from the date of grant.  As of
          March 31, 1999, no options have been granted.



                                      F-7
<PAGE>


5.       INCOME TAXES

         At March 31,  1999 the  Company  has  accumulated  net  operating  loss
         carryforwards  of  approximately  $ 792,685  which may be  utilized  to
         offset future  taxable  income and which expire  through the year 2013.
         The Company has investment tax credit  carryforwards  of  approximately
         $3,196 which expire  through the year 2001.  Additionally,  the Company
         has research and  development  tax credit  carryovers of  approximately
         $16,261 which expire  through the year 2002,'  accordingly  the Company
         has made no provision for income taxes.


         Pursuant to the Tax Reform Act of 1986, net operating  losses  utilized
         in future income tax returns may be subject to alternative  minimum tax
         regulations  which  may  limit  up to  10% of the  net  operating  loss
         carryforward applied in a given year.












                                      F-8

<PAGE>


TELECOMMUNICATION PRODUCTS, INC.
(See Managements' Compilation Report)

SCHEDULE IV - INDEBTEDNESS TO RELATED PARTIES (Unaudited)


<TABLE>
<CAPTION>


YEAR ENDED MARCH 31, 1999
-------------------------                     Balance at                                                    Balance
                                              Beginning           Additions         Deductions               at End
                                             ------------        -----------       ------------            ---------
Notes payable to shareholders-
<S>                                              <C>                  <C>                <C>                 <C>
       Donald E. and
   Clara H Ranmiger*                             1,015                964                                    1,979

YEAR ENDED MARCH 31, 1998
-------------------------                     Balance at                                                    Balance
                                              Beginning           Additions         Deductions               at End
                                             ------------        -----------       ------------            ---------
Notes payable to shareholders-
      Donald E. and
   Clara H.Ranniger*                                  -             1,015                                    1,015


YEAR ENDED MARCH 31, 1997
-------------------------                     Balance at                                                    Balance
                                              Beginning           Additions         Deductions               at End
                                             ------------        -----------       ------------            ---------
Notes payable to shareholders-
       Donald E. and
    Clara H Ranniger*                                 -                 -                   -                   -0-

</TABLE>






*   Made to maintain operations.



                                      F-9