SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDED 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, 2001

Commission file number: 0-11882

TELECOMMUNICATION PRODUCTS, INC.

(Exact name of registrant as specified in its charter)

Colorado

(State or other jurisdiction of incorporation or organization)

84-0916299

(I.R.S. Employer Identification No.)

P. O. Box l7013, Golden, Colorado 80402

(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 June 27, 2001: Unknown

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 March 31, 2001.

Documents incorporated by reference: See exhibit index infra.

 

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. Most recently, the Company has employed two persons, with an additional two people available as contract labor as needed. As the Company has had no sales of its products in the past five years, it has recently concentrated operations on finding a merger candidate with products or services with the potential of generating revenue for continuing operations; a merger agreement has been signed by the directors, subject to shareholder approval, on June 25, 2001, as more fully described in the 8-K filed on June 27, 2001.

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 was designed to operate from an uninterruptable 48vdc power source or an uninterruptable 115/230vac - 50/60hz primary power source. This system was 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 2.048 mbps was designed to compete with 18 ghz microwave operating with a T1 (1.544 mbps) data transmission capability. The specific market target was for microcell interconnection of cellular or PCS networks. It was anticipated the availability of FCC licensing for 18 and 23 ghz 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 was 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 were published in electronic trade journals and presented at trade shows. Although there have been no sales of this product in over five years, former customers for this product ranged from government and governmental agencies to private industry and foreign corporations, with systems sold to customers in Mexico, Canada, Indonesia, Malaysia, and Korea, in addition to the U.S. The Model 9100 was 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. There have been no sales of the Model 9100 since fiscal 1995.

The company has been working on an upgrade of a TELPRO atmospheric laser communication link to directly interface with fiber optic communication systems operating at OC-3 (155 mbps) protocol, which would be compatible with large telecommunication company fiber optic systems. 

Model 1001 Series Converter. This product had an established sales record for the Company, but had a small specialized travel agency market, and in fact contributed nothing to revenues in the last three fiscal years. As a result, this product has not been offered by TELPRO for a number of years. 

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. There have been no sales of products or services in this category since fiscal 1995. 

Sales, Markets, and Competition

The Company previously sold its products through Mr. Ranniger and outside sales representatives. As there have been no sales of the Company's products in the past five years, these arrangements are all inactive and deemed concluded. The Company operates solely out of its Golden, Colorado address, and all information regarding assets and operating profit and loss is addressed in the accompanying financial statements. As of March 31, 2001 and the date of this report, the Company has no material backlog of orders. 

The Company has had no sales revenues for the past five 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 establish or expand its client base, or to accomplish a merger with a potentially profitable candidate.

The Company sought to compete generally with a number of other manufacturers of telecommunications equipment. System design and engineering, and component technical features were the principal methods of competition. As the Company has had no sales of its products in the past five years, it has recently concentrated operations on finding a merger candidate with products or services which might generate revenue.

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 were 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. Due to damage and attrition associated with the move from the Company' former laboratory and offices, as well as the age and obsolescence of certain parts and components, it is the opinion of management that the value of inventories are significantly less than the value reflected on the books of the Company. Accordingly, an adjustment of $92,109 was made to write down inventories as of April 1, 1999. A corresponding entry was made to reduce previously reported retained earnings by $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 building in which the Company was renting its office space has been sold, and the Company presently has no physical location for its offices. The Company currently has a mailing address of Post Office Box 17013, Golden, Colorado, 80302.

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 bulletin board market. The Company has not had any revenues which could be used to pay for official quarterly bid/ask figures from the National Quotation Bureau since fiscal year ended 3/31/96; however, the high and low bid/ask quotations over the past three fiscal years have ranged from 0/not trading to $0.17 (on 6/27/2000). This range reflects inter-dealer prices, without retail mark-up, mark-down, or commission, and may not necessarily represent actual transactions.

As of March 31, 2001, 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.

The information summarized below is derived from unaudited financial statements:

Financial Condition: