UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                FORM 10-QSB

[X]      QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(D) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2003

                                     OR

[ ]      TRANSACTION  REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

                        Commission file number 0-28330

                            TVC TELECOM INCORPORATED
                            -----------------------
           (Exact name of registrant as specified in its charter)


            Nevada                              95-4561156
         ------                              ----------
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
 incorporation or organization)

     3550 Biscayne Blvd. Suite 704
         Miami, Florida                           33137
     -----------------------------               -------
  (Address of principal executive offices)      (Zip Code)

                                305-572-0575
                               --------------
                  (Registrant's telephone number, including area code)

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 such  filing
requirements for the past 90 days. Yes [X] No [ ]

There were 155,175,141 shares outstanding of the registrant's  Common Stock, par
value $.001 per share, as of November 11, 2003.

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




                           TVC TELECOM INCORPORATED

                                     INDEX
                                                                        Page No.
                                                                        --------

                        PART I - FINANCIAL INFORMATION

Item l.  Financial Statements (Unaudited):

                Condensed Consolidated Balance Sheets at
                September 30, 2003 and December 31, 2002.                     3

                Condensed Consolidated Statements of Operations for
                the three and nine months ended September 30, 2003 and 2002.  5

                Condensed Consolidated Statements of Cash Flows for
                the nine months ended September 30, 2003 and 2002.            6

                Notes to Condensed Consolidated Financial Statements          8

Item 2.     Management's Discussion and Analysis or Plan
            of Operations                                                    12

Item 3.     Controls and Procedures                                          16


                        PART II - OTHER INFORMATION

Item 1.     Legal Proceedings                                                17

Item 6.     Exhibits and Reports on Form 8-K                                 17

Signatures                                                                   18

Certifications                                                               19

Exhibits    Exhibit 11                                                       20
            Exhibit 99.1                                                     21




                                     Page 2
<PAGE>



                                TVC TELECOM INCORPORATED
                         CONDENSED CONSOLIDATED BALANCE SHEETS

                                                    SEPTEMBER 30,   DECEMBER 31,
                                                       2003            2002
                                                    ------------    ------------
                                                    (unaudited)

                                   ASSETS

CURRENT ASSETS
   Cash                                             $   63,867   $  104,101
   Accounts receivable, net of allowance
    for doubtful accounts of $107,514 and $80,625      414,511      400,194
   Due from former officer                             206,263         --
   Other current assets                                 31,462      133,536
   Assets held for sale, net of reserve
    for impairment of $0 and $3,341,984                   --      1,012,363
                                                    ----------   ----------
   Total current assets                                716,103    1,650,194

DUE FROM FORMER OFFICER                                   --        245,209

PROPERTY AND EQUIPMENT, net                            594,753      795,948

INVESTMENT IN EQUITY SECURITIES                           --        793,204

GOODWILL, net                                          139,268      226,575

OTHER ASSETS                                           119,327      118,574
                                                    ----------   ----------
   TOTAL ASSETS                                     $1,569,451   $3,829,704
                                                    ==========   ==========





            See notes to condensed consolidated financial statements.


                                     Page 3
<PAGE>
<TABLE>
<CAPTION>

                               TVC TELECOM INCORPORATED
                        CONDENSED CONSOLIDATED BALANCE SHEETS

                                                     SEPTEMBER 30,    DECEMBER 31,
                                                         2003            2002
                                                     -------------    ------------
                                                      (unaudited)

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES
<S>                                                   <C>             <C>
   Note payable                                       $    185,068    $    941,667
   Accounts payable                                      1,048,080       2,541,001
   Accrued expenses                                        809,624         594,290
   Other current liabilities                                22,555          49,373
                                                      ------------    ------------
   Total current liabilities                             2,065,327       4,126,331

LONG-TERM DEBT                                             270,900         289,700
                                                      ------------    ------------
   TOTAL LIABILITIES                                     2,336,227       4,416,031
                                                      ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY
   Series A Convertible redeemable preferred stock,
     par value $.001 per share, 25,000,000 shares
     authorized; none issued or outstanding                   --              --

   Common Stock, par value $.001 per share,
     500,000,000 shares authorized; 155,175,141 and
     148,725,141 shares issued and outstanding             155,176         148,725
   Common Stock Subscribed                                 (40,000)           --
   Additional paid in capital                           24,086,863      24,036,063
   Accumulated deficit                                 (24,968,815)    (24,771,115)
                                                      ------------    ------------
   TOTAL STOCKHOLDERS' DEFICIENCY                         (766,776)       (586,327)
                                                      ------------    ------------
       TOTAL                                          $  1,569,451    $  3,829,704
                                                      ============    ============

</TABLE>

            See notes to condensed consolidated financial statements.



                                     Page 4
<PAGE>
<TABLE>
<CAPTION>


                             TALK VISUAL CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

                                                THREE MONTHS ENDED              NINE MONTHS ENDED
                                                   SEPTEMBER 30,                  SEPTEMBER 30,
                                            --------------------------      --------------------------
                                               2003              2002         2003              2002
                                            ----------      ----------      ----------      ----------
<S>                                        <C>             <C>             <C>             <C>
REVENUE
 Telecommunication sales and services      $ 1,461,645     $ 1,849,101     $ 4,455,565     $ 5,904,801

COSTS OF SALES AND SERVICES                    989,082       1,355,230       2,979,541       4,216,619
                                            ----------      ----------      ----------      ----------
GROSS PROFIT                                   472,563         493,871       1,476,024       1,688,182
                                            ----------      ----------      ----------      ----------
COSTS AND EXPENSES
 Selling, general and administrative           705,374         910,107       2,457,772       2,701,921
 Depreciation and amortization                  68,249          63,176         205,620         251,966
                                            ----------      ----------       ---------       ---------
Total costs and expenses                       773,623         973,283       2,663,392       2,953,887
                                            ----------      ----------       ---------       ---------
LOSS FROM OPERATIONS                          (301,060)       (479,412)     (1,187,368)     (1,265,705)
                                            ----------      ----------       ---------       ---------
OTHER (EXPENSE) INCOME
 Interest expense, net                          (3,921)        (11,250)        (12,263)        (33,751)
 Non Cash Stock Compensation                   (11,250)              -         (55,250)              -
 Gain (loss) on disposal of property
   and equipment                                (5,002)         (4,642)         (5,002)          2,679
 Vendor Settlements                                  -         300,000       1,152,770         300,000
 Gain on sale of securities                          -               -          47,242               -
 Goodwill impairment                           (87,307)              -         (87,307)       (339,208)
                                            ----------       ----------      ---------       ---------
                                              (107,480)        284,108       1,040,190         (70,280)


LOSS FROM CONTINUING OPERATIONS               (408,540)       (195,304)       (147,178)     (1,335,985)

LOSS FROM DISCONTINUED OPERATIONS                  (46)        (21,368)        (50,521)        (15,620)
                                            ----------      ----------      ----------       ---------

NET LOSS                                   $  (408,586)    $  (216,672)    $  (197,699)    $(1,351,605)
                                            ==========      ==========       =========       =========

NET LOSS PER COMMON SHARE - BASIC:
 Continuing operations                     $   (0.0027)    $   (0.0013)    $   (0.0010)     $  (0.0090)
 Discontinued operations                       (0.0000)        (0.0001)        (0.0003)        (0.0001)
                                            ----------      ----------       ---------       ---------
Net Loss                                   $   (0.0027)    $   (0.0014)    $   (0.0013)     $  (0.0091)
                                            ==========      ==========       =========       =========
 Weighted average number of common shares
  outstanding                              154,031,807     149,216,741     150,508,845     148,718,434
                                            ==========      ==========      ==========      ==========

NET INCOME (LOSS) PER COMMON SHARE - DILUTED:
 Continuing operations                     $         *     $         *     $         *      $        *
 Discontinued operations                             *               *               *               *
                                            ----------      ----------       ---------       ---------
Net income (loss)                          $         *      $        *     $         *     $         *
                                            ==========      ==========       =========       =========
 Weighted average number of common shares
  outstanding                                        *               *               *               *
                                            ==========      ==========      ==========      ==========
</TABLE>

(*) The effect of common  stock  options and  warrants is excluded  from diluted
earnings per share as its inclusion would be anti-dilutive for all periods.


            See notes to condensed consolidated financial statements.


                                     Page 5
<PAGE>
<TABLE>
<CAPTION>

                                  TVC TELECOM INCORPORATED
                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       (unaudited)

                                                        NINE MONTHS ENDED SEPTEMBER 30,
                                                        -------------------------------
                                                              2003           2002
                                                          -----------    -----------
Cash Flows From Operating Activities:
<S>                                                       <C>            <C>
Net Loss                                                  $  (197,699)   $(1,351,605)

Adjustments to reconcile net loss
 to net cash used in operating activities:
  Depreciation and amortization                               205,620        251,966
  Impairment of goodwill                                       87,307        339,208
  Provision for uncollectible accounts                         26,889           --
  Vendor Settlements                                       (1,152,770)      (300,000)
  Loss from discontinued operations                              --           15,620
  Gain on Sale of Securities                                  (47,242)          --
  Gain on disposition of property and equipment                  --           (2,679)
  Stock issued for compensation                                55,250           --
  Amortization of loan costs
    from discontinued operations                                 --           42,165

Changes in operating assets and liabilities:
  Accounts receivable                                         (41,206)      (173,928)
  Other current assets                                        104,074          4,398
  Other assets and equity securities                             (753)       (29,218)
  Accounts payable                                           (340,152)       711,347
  Accrued expenses                                            215,336         54,782
  Other current liabilities                                   (26,818)       (56,047)
                                                          -----------    -----------
    Net Cash Used in Operating Activities                  (1,112,164)      (493,991)
                                                          -----------    -----------
Cash Flows from Investing Activities:

  Purchase of property and equipment                           (4,425)      (197,545)
  Net advances to/(repayments from) related parties            (1,054)       106,093
  Proceeds from sale of discontinued operations             1,012,362           --
  Proceeds from sale of securities                            840,446           --
  Other                                                          --             --
                                                          -----------    -----------
    Net Cash Provided by (Used in) Investing Activities     1,847,329        (91,452)
                                                          -----------    -----------
</TABLE>


            See notes to condensed consolidated financial statements.


                                     Page 6
<PAGE>
<TABLE>
<CAPTION>


                                 TVC TELECOM INCORPORATED
                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       (unaudited)

                                                         NINE MONTHS ENDED SEPTEMBER 30,
                                                         -------------------------------
                                                             2003               2002
                                                           ---------         ---------
Cash Flows from Financing Activities:
<S>                                                        <C>
  Payments on notes payable and long-term debt             (975,646)           --
  Borrowings on debt                                        200,247            --
  Net proceeds from note payable                               --           350,000
  Net proceeds from common stock transactions                  --            56,500
                                                          ---------       ---------
    Net Cash Provided by (used in) Financing Activities    (775,399)        406,500
                                                          ---------       ---------

Decrease in cash and cash equivalents                       (40,234)       (178,943)
Cash and cash equivalents at beginning of period            104,101         323,928
                                                          ---------       ---------
Cash and cash equivalents at end of period                $  63,867       $ 144,985
                                                          =========       =========

</TABLE>





            See notes to condensed consolidated financial statements.



                                     Page 7
<PAGE>



                                TVC TELECOM INCORPORATED
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1) General and Summary of Business and Significant Accounting Policies

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America for interim financial  information and the instructions
to Form 10-QSB and Regulation S-B.  Accordingly,  they do not include all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of only normal recurring accruals)  considered  necessary for a fair
presentation  of the Company's  financial  position at September  30, 2003,  the
results of operations  for the three months and nine months ended  September 30,
2003 and  September  30,  2002,  and the cash  flows for the nine  months  ended
September 30, 2003 and September  30, 2002 are included.  Operating  results for
the  three  month  and nine  month  periods  ended  September  30,  2003 are not
necessarily  indicative  of the results that may be expected for the year ending
December 31, 2003.

The information contained in this Form 10-QSB should be read in conjunction with
the audited  financial  statements as of December 31, 2002, filed as part of our
Annual Report on Form 10-KSB.


Note 2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  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.

Income Taxes

The Company  accounts  for income  taxes  according  to  Statement  of Financial
Accounting Standards No. 109, which requires a liability approach to calculating
deferred income taxes.  Under this method,  the Company  records  deferred taxes
based on temporary  differences  between tax bases of the  Company's  assets and
liabilities  and their  financial  reporting  bases.  A valuation  allowance  is
established when it is more likely than not that some or all of the deferred tax
assets will not be realized.

The  effective tax rate for the nine months ended  September 30, 2003,  differed
from the federal  statutory rate due  principally to an increase in the deferred
tax asset valuation allowance.

Income (Loss) Per Common Share

Income (loss) per common share is calculated  in  accordance  with  Statement of
Financial  Accounting  Standards  ("SFAS") No. 128,  "Earnings per Share." Basic
income (loss) per share is computed by dividing the income  (loss)  available to
common shareholders by the weighted-average number of common shares outstanding.
Diluted  income (loss) per share is computed  similar to basic income (loss) per
share,  except  that the  denominator  is  increased  to  include  the number of
additional  common  shares  that would have been  outstanding  if the  potential
common shares had been issued and if the additional common shares were dilutive.
For the three and nine months ended  September  30, 2003 and 2002,  common stock
equivalents  have been excluded from the  aforementioned  computations  as their
effect would be anti-dilutive.


                                     Page 8
<PAGE>

                                TVC TELECOM INCORPORATED
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


New Accounting Pronouncements

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with  Exit  or  Disposal   Activities"  "SFAS  146".  This  statement  addresses
accounting and reporting for costs  associated with exit or disposal  activities
and  nullifies  Emerging  Issues Task Force Issue No.  94-3.  The  statement  is
effective for exit or disposal costs  initiated  after  December 31, 2002,  with
early application encouraged. Adoption of this statement did not have a material
effect on the consolidated financial statements of the Company.

In  November  2002,  the FASB  issued  FASB  Interpretation  No. 45 ("FIN  45"),
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  including
Indirect Guarantees of Indebtedness of Others." FIN 45 requires that a liability
be recorded in the  guarantor's  balance sheet upon issuance of a guarantee.  In
addition,  FIN 45 requires  disclosures  about the guarantees that an entity has
issued,  including a reconciliation  of changes in the entity's product warranty
liabilities.  The initial recognition and initial measurement  provisions of FIN
45 are applicable on a prospective  basis to guarantees issued or modified after
December  31,  2002,  irrespective  of  the  guarantor's  fiscal  year-end.  The
disclosure  requirements  of FIN 45 are effective  for  financial  statements of
interim or annual  periods  ending after December 15, 2002. The adoption of this
Statement  did  not  have  a  material  impact  on  the  consolidated  financial
statements of the Company.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation-Transition and Disclosure"- an amendment of FASB Statement No. 123.
This statement provides alternative methods of transition for a voluntary change
to  the  fair  value  based  method  of  accounting  for  stock-based   employee
compensation.  SFAS No. 148 amends the  disclosure  requirements  of SFAS 123 to
require  disclosures in both annual and interim  financial  statements about the
method of accounting for stock-based employee compensation and the effect of the
method on reported results.

The Company  adopted the  disclosure-only  provisions  of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based  Compensation," ("SFAS
123").  The Company has elected to continue using  Accounting  Principles  Board
Opinion No. 25,  "Accounting  for Stock Issued to Employees"  in accounting  for
employee stock options.

Accordingly,  compensation  expense for options granted to employees is recorded
to the extent the market  value of the  underlying  stock  exceeds the  exercise
price at the date of grant.  For the three and nine months ended  September  30,
2003  and 2002 no  compensation  was  recorded.  If  compensation  cost had been
determined  based on the fair  value at the grant  date for  awards in the three
months and the nine months ended  September 30, 2003 and 2002,  consistent  with
the provisions of SFAS 123, the Company's net loss and loss per share would have
been reduced to the pro-forma amounts indicated below:
<TABLE>
<CAPTION>

                                               Three Months Ended            Nine Months Ended
                                                  September 30,                September 30,
                                               2003           2002           2003           2002
                                           -----------    -----------    -----------    -----------
<S>                                        <C>            <C>            <C>            <C>
Net loss, as reported                      ($  408,586)   ($  216,672)   ($  197,699)   ($1,351,605)
Less:  Pro forma stock based employee
compensation, net of related tax effects        (6,268)        (6,268)       (18,803)        (6,268)
                                           -----------    -----------    -----------    -----------


Pro forma net loss                         ($  414,854)   ($  222,940)   ($  216,502)   ($1,357,873)
                                           -----------    -----------    -----------    -----------


Loss per share
      Basic & Diluted, as reported         ($   0.0027)   ($   0.0014)   ($   0.0013)   ($   0.0091)
                                           -----------    -----------    -----------    -----------
         Basic & Diluted, pro forma         ($  0.0027)   ($   0.0015)   ($   0.0014)   ($   0.0091)
                                           -----------    -----------    -----------    -----------
</TABLE>

In  January  2003,  the FASB  issued  FASB  Interpretation  No.  46 ("FIN  46"),
"Consolidation of Variable Interest Entities,  an Interpretation of ARB No. 51."
FIN 46 requires  certain  variable  interest  entities to be consolidated by the
primary  beneficiary of the entity if the equity  investors in the entity do not
have the  characteristics  of a  controlling  financial  interest or do not have
sufficient  equity at risk for the  entity to  finance  its  activities  without


                                     Page 9
<PAGE>
                                TVC TELECOM INCORPORATED
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


additional  subordinated  financial  support  from  other  parties.  FIN  46  is
effective immediately for all new variable interest entities created or acquired
after January 31, 2003. For variable interest entities created or acquired prior
to  February  1, 2003,  the  provisions  of FIN 46 must be applied for the first
interim or annual  period  beginning  after June 15, 2003.  The adoption of this
statement  did  not  have  a  material  effect  on  the  consolidated  financial
statements of the Company.

In April 2003, the FASB issued SFAS No. 149, which amends SFAS 133,  "Accounting
for Derivative  Instruments and Hedging  Activities".  The primary focus of this
Statement  is to amend  and  clarify  financial  accounting  and  reporting  for
derivative  instruments.  This Statement is effective for contracts entered into
or modified  after  September 30, 2003.  The Company is currently  assessing the
impact of SFAS No. 149,  which is not expected to have a material  impact on the
Company's financial statements.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  For Certain  Financial
Instruments with  Characteristics of both Liabilities and Equity".  SFAS No. 150
changes the accounting for certain financial instruments with characteristics of
both liabilities and equity that, under previous  pronouncements,  issuers could
account for as equity.  The new  accounting  guidance  contained in SFAS No. 150
requires that those  instruments  be classified  as  liabilities  in the balance
sheet.

SFAS No. 150 affects the  issuer's  accounting  for three types of  freestanding
financial  instruments.  One type is mandatorily  redeemable  shares,  which the
issuing company is obligated to buy back in exchange for cash or other assets. A
second type includes put options and forward purchase contracts,  which involves
instruments  that do or may require the issuer to buy back some of its shares in
exchange  for cash or other  assets.  The  third  type of  instruments  that are
liabilities  under this  Statement  are  obligations  that can be  settled  with
shares,  the monetary value of which is fixed, tied solely or predominantly to a
variable  such as a market  index,  or  varies  inversely  with the value of the
issuers' shares. SFAS No. 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety.

Most of the  provisions  of  SFAS  No.  150 are  consistent  with  the  existing
definition  of  liabilities  in FASB  Concepts  Statement  No. 6,  "Elements  of
Financial Statements". The remaining provisions of this Statement are consistent
with the  FASB's  proposal  to  revise  that  definition  to  encompass  certain
obligations  that a  reporting  entity  can or must  settle by  issuing  its own
shares. This Statement shall be effective for financial instruments entered into
or modified after May 31, 2003 and otherwise shall be effective at the beginning
of the first interim period beginning after June 15, 2003.  Adoption of SFAS No.
150 did not have a material impact on the Company's financial statements.

Reclassifications

Certain  amounts in the 2002 condensed  consolidated  financial  statements have
been reclassified to conform into the 2003 presentation.


Note 3. Financial Condition and Liquidity

As reflected in the accompanying financial statements,  the Company has incurred
significant  operating  losses since  inception and expects to continue to incur
losses and generate negative working capital from operations through 2003. Until
the Company  generates  positive cash flow, the Company is dependent on proceeds
from the sale of  certain  assets,  successful  negotiations  related  to vendor
settlements,  refinancing  certain  equipment,  collection of receivables from a
former officer and in their absence, an infusion of debt or equity capital.

On February 26, 2003,  the Company sold its property in  Sacramento,  California
for $5,500,000.  As a result of the sale, the existing  mortgage was assigned to
the purchaser and  approximately  $735,000 of notes payable and related interest
were satisfied.

On March 6, 2003,  the  Company  sold its 400,000  shares of Yak  Communications
(USA),  Inc. common stock for $800,000.  The proceeds from the sale were used to
reduce notes payable plus related interest and trade payables.

                                    Page 10
<PAGE>
                               TVC TELECOM INCORPORATED
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In March 2003, the Company negotiated  settlement agreements with former vendors
reducing  accounts  payable by approximately  $1,150,000 for  consideration of a
$250,000 payment in March 2003, and a promise to pay $123,000 upon completion of
certain asset sale/debt restructuring events. These amounts were paid during the
second quarter of 2003. The effect on basic and diluted income per share for the
three and nine months ended September 30, 2003 was $.0077.

In May 2003, the Company  negotiated for the escrow and repayment of amounts due
to it from a major shareholder. (See Note 7)

In June 2003, the Company negotiated a short-term loan in the amount of $200,000
which is secured by certain receivables of the Company.

On August 1, 2003, the Company entered into an operating  agreement covering the
day-to-day  operations  of seven of the eight  stores in its  Retail  Operations
Division  (Mundo  Express).  The operating  agreement  provided that all risk of
ownership was transferred to the operator  pending the completion of the sale of
the net assets of Mundo  Express.  On  October  27, the  Company  announced  the
completion  of the sale of the net  assets  of Mundo  Express  of NY,  Ltd.  for
$210,000.

Based upon the above events and  management's  projected  operations and related
cash flows,  it believes  that there will be  sufficient  cash flows to meet the
needs of the Company for 2003.


Note 4. Recent Sale and Issuance of Equity Securities

The  Company  has issued  and sold  unregistered  securities  that have not been
previously reported as set forth below.

Between January 11, 2002 and February 12, 2002, we sold 2,320,754  shares of our
common  stock to  Evertrend  Holdings  Limited at an average  purchase  price of
$0.0269 per share pursuant to a common stock purchase  agreement  between us and
Evertrend.  Ladenburg  Thalmann & Co., Inc. received $5,000.00 in placement fees
and  Evertrend  received a warrant to  purchase  1,160,377  shares of our common
stock at an exercise  price of $0.0269 until March 15, 2002 in  connection  with
this  transaction.  We paid  $1,000  in  escrow  fees in  connection  with  this
transaction.   These  securities  were  issued  in  a  transaction  exempt  from
registration under the Securities Act of 1933 in reliance on Section 4(2) of the
Securities Act of 1993.

On  August  13,  2003,  in  accordance  with  its  agreement  with  non-employee
directors,  the Company issued 450,000 shares of its common stock and recorded a
non-cash compensation expense in the amount of $11,250.

In the third  quarter of 2003,  in  connection  with the  exercise  of a warrant
issued in September of 2002, the Company issued  2,000,000  shares of its common
stock in exchange for a note receivable of $2,000.


Note 5. Discontinued Operations

Revenues  and  expenses  from  discontinued  operations  for the  quarter  ended
September  30, 2003 were $0 and $46,  respectively.  Revenues and expenses  from
discontinued  operations for the quarter ended  September 30, 2002 were $304,434
and $325,802,  respectively.  Revenues and expenses from discontinued operations
for the nine  months  ended  September  30,  2003 were  $233,595  and  $284,116,
respectively.  Revenues and expenses from  discontinued  operations for the nine
months ended September 30, 2002 were $980,280 and $995,900, respectively.

Following is summarized financial information for the discontinued operations:

                                       September 30, 2003   December 31, 2002

Current assets                          $     --               $     --
Total assets                                 4,372              4,982,772
Current liabilities                           --                  357,909
Total liabilities                             --                4,261,898
Net assets of discontinued operations        4,372              1,012,363



                                    Page 11
<PAGE>
                               TVC TELECOM INCORPORATED
                NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 6. Note Payable

On June 27, 2003,  the Company  entered into a loan and security  agreement  for
$200,000. The note is due and payable with monthly installments of principal and
interest of $7,500 with a balloon  payment due on or before June 26,  2004.  The
note bears interest at the rate of 15% and is secured by certain  receivables of
the Company.


Note 7. Related Parties


As of September 30, 2003,  due from former officer  represents  amounts due from
Michael Zwebner (Mr. Zwebner),  former officer, former Chairman of the Board and
current  stockholder.  In connection with this receivable,  on May 16, 2003, the
Company and Mr. Zwebner agreed to amend Mr. Zwebner's  termination and severance
agreement  originally  dated June 20, 2002.  The new agreement  encompasses  the
following:  1) an  extension  fee of $12,500 upon  signing of the  document;  2)
monthly  payments of $7,500  beginning  September  30, 2003; 3) an escrow of YAK
common stock in an amount equal to the unpaid  principal and interest balance of
the notes;  and 4) a balloon payment due on May 31, 2004. The Company has agreed
to sell Mr. Zwebner  4,000,000 shares of its restricted common stock for $40,000
and reduce the balloon payment due on May 31, 2004 by $40,000 if all other terms
of the agreement are kept. In the event of default, the Company will be entitled
to receive an  equivalent  amount of YAK  common  stock of the then  outstanding
balance of principal  and interest  and will have the option of  rescinding  the
sale of its common stock to Mr. Zwebner.  The Company has recorded  compensation
of $40,000 related to the reduction of the balloon payment.


Note 8.  Subsequent Events

Effective  as of October 27,  2003,  the Company  completed  the sale of the net
assets of its  wholly-owned  subsidiary  Mundo  Express of NY,  Ltd., a New York
corporation ("Mundo Express") to Mateo Express,  Inc., a privately held New York
corporation ("Mateo Express"), in accordance with the terms and conditions of an
Asset  Purchase  Agreement  for  $210,000  and a  two-year  renewable  strategic
alliance/supplier  agreement specifying the Company as the exclusive supplier of
long-distance services.

On November 14, 2003, the Company authorized the issuance of 5,600,000 shares of
its common stock to Harley Rollins (the Company's  Chairman and Chief  Executive
Officer). Under the terms of this issuance, the Company has the right to recover
155,556  shares for each month through  January,  2006,  that Mr. Rollins is not
with the Company. The Company's  Compensation  Committee took this action due to
the lack of available options under the Employee Stock Option Plan.

On November 14, 2003, the Company authorized the issuance of 4,000,000 shares of
its common stock to Phil Sitton (the Company's Chief Operating  Officer).  Under
the terms of this  issuance,  the Company has the right to recover 83,333 shares
for each month through  March 2008 that Mr. Sitton is not with the Company.  The
Company's  Compensation  Committee took this action due to the lack of available
options under the Employee Stock Option Plan.


                                    Page 12
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Except for  historical  information  contained  herein,  the  statements in this
report (including  without  limitation,  statements  indicating that the Company
"expects,"  "estimates,"  "anticipates,"  "plans"  or  "believes"  and all other
statements  concerning future financial  results,  product  offerings,  proposed
acquisitions  or  combinations  or other events that have not yet  occurred) are
forward-looking  statements that are made pursuant to the safe harbor provisions
of the  Private  Securities  Litigation  Reform Act of 1995,  Section 21E of the
Securities  Exchange Act of 1934, as amended,  and Section 27A of the Securities
Act of 1933, as amended.  Forward-looking  statements  involve known and unknown
factors, risks and uncertainties which may cause the Company's actual results in
future periods to differ  materially  from forecasted  results.  Forward-looking
statements  are all based on current  expectations,  and the Company  assumes no
obligation to update this information.

Investing  in TVC  Telecom  common  stock  involves  a high  degree of risk.  In
particular,  we need  additional  funding to  continue  our  operations.  Future
financing  may not be available to us on  acceptable  terms or at all. If future
financing  requirements are satisfied through the issuance of equity securities,
investors  may  experience  significant  dilution  in terms of their  percentage
ownership  interest.  While we are actively seeking  strategic  solutions to our
funding  issues,  there  is no  assurance  that we will be able to  obtain  such
financing. For additional risk factors regarding our Company, see "Risk Factors"
beginning on page 22 of the Company's  Annual Report on Form 10KSB to read about
factors you should consider before investing in TVC Telecom common stock.

BUSINESS AND ORGANIZATION

Overview

Our  company,  TVC  Telecom  Incorporated  (referred  to  herein as "we" or "the
Company"),  is a provider of voice  telecommunications  services to key business
and consumer market segments in the United States. These market segments consist
of multiple  sub-segments which include the Latin American  expatriate  business
and  consumer  communities.  Our  Sales  Division  is based in  Miami,  Florida,
generates  sales  through a  variety  of means  including  direct  sales,  agent
partnerships, internet marketing and targeted affinity campaigns.

The  principal   services  that  we  provide  through  our  Sales  Division  are
international and domestic long distance  services,  domestic toll-free services
and various  pre-paid  services.  Our Sales  Division,  in conjunction  with our
finance and accounting department, has developed systems, processes,  procedures
and rate  tables  to resell  international  and  domestic  long  distance  voice
services to business and residential clients.

General

While  economic  conditions  continue to show signs of  improvement,  management
continues  to take steps to improve  the  overall  performance  of the  Company.
During the third  quarter,  the Company  continued to improve its future  growth
prospects by adding  customers,  traffic and identifying new sales outlets.  The
continued focus on its core market and the ability of the Company to efficiently
add new  customers  while  keeping  costs low  continue  to allow the Company to
reduce losses and move closer to profitability.

Growth is expected to continue  through sales and marketing  efforts  focused on
underserved  markets where there are customers  with  significant  long distance
usage, especially international calling.

                                    Page 13
<PAGE>

During the quarter ended September 30, 2003, among other things, the Company

         o   Reached  a  tentative  agreement  to  sell  its  retail  operations
             division in New York and New Jersey while keeping the new purchaser
             as a major customer.
         o   Began advertising in 4 new outlets in South Florida.
         o   Continued a revamping of our web site with the  objective of making
             the  site  more  user-friendly  and  with  an  eye to  future  user
             interactivity.
         o   Continued to add agents to the Company's growing agent network.
         o   Completed all activities  associated with the name change from Talk
             Visual to TVC  Telecom.  o Initiated  new invoice  payment  options
             including  EFT/ACH  (check by  phone,  automatic  checking  account
             debit, etc).
         o   Began implementing the plan to increase network capacity.
         o   Enhanced the security of the network.
         o   Actively participated in several national and local conferences and
             exhibitions.
         o   Increased  third quarter  revenue from the business and residential
             segments by nearly 6% over the second quarter.  This growth was the
             result of increased customer  acquisition,  an increase in existing
             customer calling and rapid growth of a primary Internet partner.

RESULTS OF OPERATIONS

For the three months  ended  September  30,  2003,  compared to the three months
ended September 30, 2002:

Revenue  decreased $0.39 million or 20.9% to $1.46 million for the quarter ended
September 30, 2003, from $1.85 million for the quarter ended September 30, 2002.
This decrease is due to a concerted effort by the Company to reduce its reliance
on call shop revenue as it focused on  residential  and business  traffic.  When
compared to the third quarter of 2002, the Retail Operations  Division decreased
its total  revenue  from $1.21  million to $1.17  million for the quarter  ended
September 30, 2003; however,  the business and residential portion of the Retail
Operations  Division  increased  48%.  The  Retail  Operations  Division,  which
consists of 8 stores  operated by the  Company in the New York  City/New  Jersey
area, generated revenue of $0.3 million for the quarter ended September 30, 2003
compared to $0.73 million for the quarter ended September 30, 2002. The decrease
in revenue for the Retail Operations  Division is due to the operating agreement
to transfer all risk of ownership  and the  day-to-day  management of the stores
preceding the sale of the stores in October,  2003.  Revenue is  recognized  and
recorded at the time of customer usage.

Cost of Sales  decreased $0.37 million or 27.0% to $0.99 million for the quarter
ended September 30, 2003, from $1.36 million for the quarter ended September 30,
2002. The decrease is directly attributable to the decrease in traffic volume in
2003 over 2002.

Gross Profit decreased $21,308 to $0.472 million for the quarter ended September
30, 2003,  from $0.494  million for the quarter ended  September  30, 2002.  The
decrease is due to the  changes  discussed  in Revenue  and Cost of Sales.  As a
percentage  of revenue,  gross profit  increased to 32.3% for the quarter  ended
September 30, 2003, from 26.7% for the quarter ended September 30, 2002.

Selling,  General &  Administrative  (SG&A)  expenses  decreased $0.2 million or
22.63% to $0.70  million for the quarter ended  September  30, 2003,  from $0.91
million for the quarter ended September 30, 2002. The major elements of SG&A are
as follows:

                                    Page 14
<PAGE>

                                                  2003            2002
                                                --------        ---------
          Salaries and benefits               $  241,399       $  350,549
          Travel                                  14,319           25,451
          Office & all other                      93,055          140,012
          Rents, licenses and other expenses      75,681          139,988
          Consultants                             85,911           86,606
          Legal and other professional            36,750           42,384
          Sales & Marketing                      158,259          125,117
                                               ---------      -----------
                     Total                    $  705,374       $  910,107
                                               =========      ===========

Overall SG&A expenses have  decreased as a result of the operating  agreement in
place during the third quarter for the Retail Operations  Division preceding its
sale in October of 2003. The quarterly reduction in SG&A as a result of the sale
of the Retail Operations Division is approximately $293,000 per quarter.

Loss from  Operations  decreased $0.17 million or 36.5% to $0.30 million for the
quarter  ended  September  30, 2003,  from $0.48  million for the quarter  ended
September 30, 2002 due to the decreases in SG&A expenses.

Other  Income/(Expenses)  decreased  $0.39  million or 139.0% to a loss of $0.11
million for the quarter ended  September 30, 2003,  from a gain of $0.28 million
for the quarter ended September 30, 2002. The primary  elements of this decrease
are a goodwill  impairment  charge of $0.09 million  relating to the sale of the
Company's Retail Operations  Division in October 2003 and the presence of a $0.3
million gain from vendor settlements in the third quarter of 2002.

Loss from Discontinued Operations decreased $21,322 to $46 for the quarter ended
September 30, 2003 from $21,368 for the quarter ended  September 30, 2002.  This
decrease is primarily due to the sale of the Company's  property in  Sacramento,
California and the cessation of day-to-day operations.

Net Loss  Applicable to Common Shares  increased $0.19 million or 86.4% to $0.41
million for the quarter  ended  September  30, 2003,  from $0.22 million for the
quarter ended  September 30, 2002 primarily as a result of the increase in Other
Expenses for the third quarter of 2003.

RESULTS OF OPERATIONS

For the nine months ended September 30, 2003,  compared to the nine months ended
September 30, 2002:

Revenue  decreased  $1.45 million or 24.54% to $4.45 million for the nine months
ended September 30, 2003, from $5.90 million for the nine months ended September
30, 2002.  This  decrease is due to a concerted  effort by the Company to reduce
its  reliance on call shop  revenue as it focused on  residential  and  business
traffic.  When compared to the first nine months of 2002,  the Sales  Operations
Divisions  decreased  its total  revenue from $3.68 million to $2.83 million for
the nine months ended September 30, 2003; however,  the business and residential
portion of the Sales Operation  Division increased by 75%. The Retail Operations
Division,  which  consists  of 8 stores  operated by the Company in the New York
City/New  Jersey area,  generated  revenue of $1.63  million for the nine months
ended  September  30, 2003  compared to $2.69  million for the nine months ended
September 30, 2002. The decrease in revenue for the Retail  Operations  Division
is due to the  operating  agreement  to transfer  day-to-day  management  of the
stores preceding the sale of the stores in October,  2003. Revenue is recognized
and recorded at the time of customer usage.

                                    Page 15
<PAGE>

Cost of Sales  decreased  $1.24  million or 29.3% to $2.98  million for the nine
months ended  September  30, 2003,  from $4.22 million for the nine months ended
September 30, 2002.  This decrease is directly  attributable  to the decrease in
traffic volume in 2003 over 2002 and an increase in the gross profit percentage.

Gross Profit  decreased $0.21 million to $1.48 million for the nine months ended
September 30, 2003,  from $1.69 million for the nine months ended  September 30,
2002.  This  increase  is due to the  changes  discussed  in Revenue and Cost of
Sales. As a percentage of revenue, gross profit increased to 33.1% from 28.6%.

Selling,  General &  Administrative  (SG&A) expenses  decreased $0.24 million or
9.04% to $2.46 million for the nine months ended  September 30, 2003, from $2.70
million for the nine months ended September 30, 2002. The major elements of SG&A
are as follows:

                                                  2003            2002
                                               ---------        ---------
          Salaries and benefits               $  924,745       $1,114,579
          Travel                                  37,753           75,756
          Office & all other                     329,998          377,404
          Rents, licenses and other expenses     347,421          417,816
          Consultants                            274,993          222,520
          Legal and other professional           124,232          127,820
          Sales & Marketing                      418,630          366,026
                                               ---------      -----------
                     Total                    $2,457,772       $2,701,921
                                               =========      ===========

SG&A  expenses  have  decreased  as a result of  strict  cost  control  measures
implemented  by the Company as well as the  operating  agreement in place during
the third  quarter  for the Retail  Operations  Division  preceding  its sale in
October of 2003.

Loss from  Operations  decreased $0.08 million or 6.18% to $1.19 million for the
nine months ended  September  30, 2003,  from $1.26  million for the nine months
ended September 30, 2002 due to the decreases in gross profit and SG&A expense.

Other  Income/(Expenses)  increased $1.11 million or 1,580.1% to a gain of $1.04
million for the nine months ended September 30, 2003, from a loss of $70,280 for
the nine months ended  September 30, 2002. The primary  element of this increase
is a $0.85 million increase in gains from vendor settlements.

Loss from Discontinued Operations increased $34,901 or 223.4% to $50,521 for the
nine months ended  September 30, 2003 from a loss of $15,620 for the nine months
ended September 30, 2002. This increase is due to final closing costs associated
with the sale of its Sacramento property on February 26, 2003.

Net Loss  Applicable to Common Shares  decreased  $1.15 million or 85.4% to $0.2
million for the nine months ended September 30, 2003, from $1.35 million for the
nine months  ended  September  30, 2002  primarily  due to the  decrease in SG&A
expenses and the changes in Other (Income)/Expenses during 2003.


LIQUIDITY AND CAPITAL RESOURCES

As reflected in the accompanying financial statements,  the Company has incurred
significant  net losses since  inception and expects to continue to incur losses
and have negative working capital from operation through 2003. Until the Company
generates positive cash flow, the Company is dependent on proceeds from the sale
of  certain  assets,  successful  negotiations  related  to vendor  settlements,
refinancing  certain equipment,  collection of receivables from a former officer
and in their absence, an infusion of debt or equity capital.

                                    Page 16
<PAGE>


We had $1,112,164 in cash outflows from operating activities for the nine months
ended  September  30, 2003,  compared to cash  outflows of $493,991 for the nine
months ended September 30, 2002. This increase in outflows of $618,173 primarily
resulted  from the  extensive  payment of  accounts  payable for the nine months
ended September 30, 2003.

We had  $1,847,329 in net cash inflows from  investing  activities  for the nine
months ended  September  30, 2003,  compared to cash outflows of $91,452 for the
nine months  ended  September  30,  2002.  This  increase in cash of  $1,938,781
primarily  resulted  from the proceeds  received  from the sale of  discontinued
operations and the sale of securities during the nine months ended September 30,
2003 and the  acquisition of a new switch during the nine months ended September
30, 2002.

Net cash outflows from  financing  activities  amounted to $775,399 for the nine
months ended  September  30, 2003,  compared to net cash inflows from  financing
activities  of $406,500  for the nine months  ended  September  30,  2002.  This
increase in cash outflow of $1,181,899  primarily resulted from the repayment of
all of the  Company's  secured debt during the nine months ended  September  30,
2003.

See pages  18-22 of our  Annual  Report on Form 10KSB for a  description  of the
Company's "Critical Accounting Policies and Estimates."


Item 3. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. The Company maintains controls
and procedures  designed to ensure that information  required to be disclosed in
the reports that the Company files or submits under the Securities  Exchange Act
of 1934 is recorded, processed,  summarized and reported within the time periods
specified  in the rules and forms of the  Securities  and  Exchange  Commission.
Based upon his evaluation of those controls and procedures  performed  within 90
days of the  filing  date of this  report,  the chief  executive  and  principal
financial  officers  of the  Company  concluded  that the  Company's  disclosure
controls and procedures were effective.

Changes in Internal  Controls.  The Company made no  significant  changes in its
internal  controls or in other  factors  that could  significantly  affect these
controls subsequent to the date of the evaluation of those controls by the chief
executive and principal financial officers.



                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

We are not  currently  involved  in any  litigation  that is  expected to have a
material adverse effect on our business or financial  position.  There can be no
assurance,  however,  that third parties will not assert  infringement  or other
claims against us in the future, which regardless of the outcome,  could have an
adverse  impact  on the  Company  as a result of  defense  costs,  diversion  of
management resources and other factors.

                                    Page 17
<PAGE>

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

The Company's annual meeting of stockholders was held on August 13, 2003.

     The directors elected at the meeting were:

                                           For          Withheld
                                        ------------  ------------
         Harley L. Rollins               124,919,456      769,971
         Clinton H. Snyder               122,503,731    3,185,696
         Rodney W. Sturm                 123,933,465    1,755,962
         Joseph A. Guzman                123,753,815    1,935,612

     Ratification  of the  selection of Kaufman  Rossin & Co., as the  Company's
independent auditors for the fiscal year ending December 31, 2003:

                                For          Against        Withheld
                            ------------  --------------  ------------
                            124,882,059       560,394        186,974

     Approval of an amendment to the Company's 1995 Stock Option/Stock  Issuance
Plan to  increase  the number of common  shares  available  for  issuance  by an
additional 15,000,000:

                                For          Against        Withheld
                            ------------  --------------  ------------
                             20,514,235     9,294,163        281,400

         Approval of an amendment to the Company's  Articles of Incorporation to
the change the name of the Company from Talk Visual  Corporation  to TVC Telecom
Incorporated:

                                For          Against        Withheld
                            ------------  --------------  ------------
                             125,172,729      336,768        119,730

The foregoing  matters are described in detail in the Company's  proxy statement
dated June 28, 2003 for the 2003 Annual Meeting of Stockholders.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(b) The following exhibits are included herewith:

         Exhibit 11 -  Computation  of  Weighted  Average  Common  Stock  Shares
         Outstanding

         Exhibit  99.1 -  Certificate  Pursuant to 18 U.S.C.  Section  1350,  as
         adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002

(b) The Company filed the  following  reports on Form 8-K during the quarter for
which this form is filed:

         None


                                    Page 18
<PAGE>


                                SIGNATURES

Pursuant  to the  requirements  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.

Date: November 14, 2002       TVC TELECOM INCORPORATED


                              /s/ HARLEY L. ROLLINS
                              ------------------------------------
                              Harley L. Rollins  President,  Chief
                              Executive    Officer    and    Chief
                              Financial     Officer     (principal
                              executive   officer  and   principal
                              financial  and  accounting  officer)
                              and Director















                                    Page 19



<PAGE>