**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 JUNE 30, 2005**




**OR**




** ̈**
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**




**For the transition period from** **** **to** **** ****




**Commission
      File Number 0001167966**







**TELECOMM
      SALES NETWORK, INC.**


**(Exact
      name of registrant as specified in its charter)**







**DELAWARE**
            
            **20-1602779****(State
                or other jurisdiction of**
              **incorporation
                or organization)**
            
            **(I.R.S.
                Employer**
              **Identification
                No.)**




**c/o
      Skye Source, LLC, 8621 Gleneagles Drive, Raleigh, NC 27613**


**(Address
      of principal executive offices and zip code )**




**Registrant’s
      telephone number, including area code: (** **919)-846-3990**












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 periods 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  o




Indicate
      the number of shares outstanding of the Registrant’s common stock as of the
      latest practicable date.




**Class**
            
            **Outstanding
                at August 1, 2005****Common
                Stock, $.0001 par value**
            
            **4,120,000**











Table
          of Contents













**INDEX**




**PAGE**PART I.
            FINANCIAL
                INFORMATIONItem
                1.
            Financial
                StatementsUnaudited
                Balance Sheets at June 30, 2005 and September
                30, 2004
            
            2Unaudited
                Statements of Operations for the Three Months Ended June 30, 2005
                for
                the Nine Months Ended June 30, 2005 and for the period fromAugust
                26, 2004 (Inception) through June 30, 2005
            3Unaudited
                Statements of Cashflows for the Nine
                Months Ended June 30, 2005and for the period from August 26, 2004
                (Inception) through June 30, 2005
            
            4Condensed
                Notes to the Financial
                Statements
            
            5Item
                2.
            Management’s
                Discussion and Analysisor
                Plan of Operations
            
            9Item
                3.
            Controlsand Procedures
            
            20PART II.
            OTHER
                INFORMATIONItem
                6.
            Exhibits
                and Reports on Form 8-K
            
            22Signatures
            23






Table
          of Contents




PART
      I. FINANCIALINFORMATION




ITEM
      1.  FINANCIALSTATEMENTS


**TELECOMM
                  SALES NETWORK, INC.****(A
                  Development Stage Company)****BALANCE
                  SHEETS**June
                  30,
              
              September
                  30,2005
              
              2004(unaudited)
              
              (restated)**ASSETS****CURRENT
                  ASSETS**Cash
              
              
              
              
              $
              93,873
              
              $
              9,507Total
                  Current Assets
              
              
              
              
              
              93,873
              
              
              9,507**TOTAL
                  ASSETS**
              
              
              
              
              $
              93,873
              
              $
              9,507**LIABILITIES
                  AND STOCKHOLDERS' EQUITY (DEFICIT)****CURRENT
                  LIABILITIES**Accounts
                  payable
              
              
              
              
              $
              46,805
              
              $
              13,332Due
                  to related party
              
              
              
              
              
              **-**
              
              
              500Total
                  Current Liabilities
              
              
              
              
              
              46,805
              
              
              13,832**TOTAL
                  LIABILITIES**
              
              
              
              
              
              46,805
              
              
              13,832**COMMITMENTS
                  AND CONTINGENCIES**
              
              
              
              
              
              -
              
              
              -**STOCKHOLDERS'
                  EQUITY (DEFICIT)**Preferred
                  stock, 5,000,000 shares authorized; $0.0001par
                  value; 0 shares issued and outstanding
              
              
              
              
              
              -
              
              
              -Common
                  stock, 100,000,000 shares authorized; $0.0001par
                  value; 4,120,000 and 2,180,000 shares issuedand
                  outstanding, respectively
              
              
              
              
              
              412
              
              
              218Additional
                  paid-in capital
              
              
              
              
              
              105,788
              
              
              8,982Deficit
                  accumulated during development stage
              
              
              
              
              
              (59,132
              )
              
              (13,525
              )Total
                  Stockholders' Equity (Deficit)
              
              
              
              
              
              47,068
              
              
              (4,325
              )**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)**
              
              
              
              
              $
              93,873
              
              $
              9,507
   See
        accompanying condensed notes to interim financial
        statements.


Table
            of Contents


**TELECOMM
                  SALES NETWORK, INC.****(A
                  Development Stage Company)****STATEMENTSOF
                  OPERATIONS**Period
                  fromThree
                  Months
              
              Nine
                  Months
              
              August
                  26, 2004Ended
              
              Ended
              
              (Inception)
                  ThroughJune
                  30,
              
              June
                  30,
              
              June
                  30,2005
              
              2005
              
              2005(unaudited)
              
              (unaudited)
              
              (unaudited)**REVENUES**
              
              $
              -
              
              $
              -
              
              $
              -**EXPENSES**General
                  and administrative
              
              
              10,251
              
              
              18,734
              
              
              18,752Legal
                  fees
              
              
              12,423
              
              
              26,873
              
              
              40,380**TOTAL
                  EXPENSES**
              
              
              22,674
              
              
              45,607
              
              
              59,132**LOSS
                  FROM OPERATIONS**
              
              
              (22,674
              )
              
              (45,607
              )
              
              (59,132
              )**LOSS
                  BEFORE TAXES**
              
              
              (22,674
              )
              
              (45,607
              )
              
              (59,132
              )**INCOME
                  TAXES**
              
              
              -
              
              
              -
              
              
              -**NET
                  LOSS FROM OPERATIONS**
              
              $
              (22,674
              )
              $
              (45,607
              )
              $
              (59,132
              )NET
                  LOSS PER COMMON SHARE,BASIC
                  AND DILUTED
              
              $
              (0.01
              )
              $
              (0.01
              )WEIGHTED
                  AVERAGE NUMBEROF
                  COMMON SHARES OUTSTANDING,BASIC
                  AND DILUTED
              
              
              4,120,000
              
              
              3,932,889






See
      accompanying condensed notes to interim financial
      statements.




Table
          of Contents





**TELECOMMSALES
                    NETWORK, INC.****(A
                    Development Stage Company)****STATEMENTS
                    OF CASH FLOWS**Period
                    fromNine
                    Months
                
                August
                    26, 2004Ended
                
                (Inception)
                    toJune
                    30,
                
                June
                    30,2005
                
                2005(unaudited)
                
                (unaudited)**CASH
                    FLOWS FROM OPERATING ACTIVITIES:**Net
                    loss
                
                $
                (45,607
                )
                $
                (59,132
                )Adjustments
                    to reconcile net loss to net cash used in operating
                    activities:Increase
                    in accounts payable
                
                
                33,473
                
                
                46,805Net
                    cash (used) by operating activities
                
                
                (12,134
                )
                
                (12,327
                )**CASH
                    FLOWS PROVIDED BY INVESTING ACTIVITIES:**
                
                
                -
                
                
                -**CASH
                    FLOWS PROVIDED BY FINANCING ACTIVITIES:**Issuance
                    of common stock for cash
                
                
                97,000
                
                
                106,200Payments
                    of short-term borrowings - related party
                
                
                (500
                )
                
                (500
                )Proceeds
                    from short-term borrowings - related party
                
                
                -
                
                
                500Net
                    cash provided by financing activities
                
                
                96,500
                
                
                106,200**NET
                    INCREASE (DECREASE) IN CASH**
                
                
                84,366
                
                
                93,873**CASH,
                    BEGINNING OF PERIOD**
                
                
                9,507
                
                
                -**CASH,
                    END OF PERIOD**
                
                $
                93,873
                
                $
                93,873**SUPPLEMENTAL
                    CASH FLOW INFORMATION:**Interest
                    paid
                
                $
                -
                
                $
                -Income
                    taxes paid
                
                $
                -
                
                $
                -








See
      accompanying condensed notes to interim financial
      statements.







Table
          of Contents






**TELECOMM
                  SALES NETWORK, INC.****(A
                  Development Stage Enterprise****CONDENSED
                NOTESTO THE FINANCIAL STATEMENTS****June
                  30, 2005**




**NOTE
      1 - ORGANIZATION AND DESCRIPTION OF BUSINESS**





Telecomm
      Sales Network, Inc. (hereinafter “the Company”) was incorporated on August 26,
      2004 under the laws of the State of Delaware for any lawful business. The
      principal business of the Company is to provide sales channel and marketing
      consulting support services to telecommunications companies in a worldwide
      market. The Company’s headquarters is located in Raleigh, North Carolina.





The
      Company has been in a development stage since its inception on August 26, 2004,
      and has not realized any revenues from its planned operations. The Company’s
      year end is September ** 30.





The
      foregoing unaudited interim financial statements have been prepared in
      accordance with generally accepted accounting principles for interim financial
      information and with the instructions to Regulation S-B as promulgated by the
      Securities and Exchange Commission (“SEC”). Accordingly, these financial
      statements do not include all of the disclosures required by generally accepted
      accounting principles in the United States of America for complete financial
      statements. These unaudited interim financial statements should be read in
      conjunction with the audited financial statements for the period ended September
      30, 2004. In the opinion of management, the unaudited interim financial
      statements furnished herein include all adjustments, all of which are of a
      normal recurring nature, necessary for a fair statement of the results for
      the
      interim period presented. Operating results for the nine-month period ending
      June 30, 2005 are not necessarily indicative of the results that may be expected
      for the year ending September 30, 2005.





The
      preparation of financial statements in accordance with generally accepted
      accounting principles in the United States of America requires the use of
      estimates and assumptions that affect the reported amounts of assets and
      liabilities, disclosure of contingent assets and liabilities known to exist
      as
      of the date the financial statements are published, and the reported amounts
      of
      revenues and expenses during the reporting period. Uncertainties with respect
      to
      such estimates and assumptions are inherent in the preparation of the Company’s
      financial statements; accordingly, it is possible that the actual results could
      differ from these estimates and assumptions and could have a material effect
      on
      the reported amounts of the Company’s financial position and results of
      operations.





**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





This
      summary of significant accounting policies is presented to assist in
      understanding the Company’s financial statements. The financial statements and
      notes are representations of the Company’s management, which is responsible for
      their integrity and objectivity. These accounting policies conform to accounting
      principles generally accepted in the United States of America, and have been
      consistently applied in the preparation of the financial
      statements.








Table
          of Contents






**TELECOMM
                  SALES NETWORK, INC.****(A
                  Development Stage Enterprise****CONDENSED
                NOTES TO THE FINANCIAL STATEMENTS****June
                  30, 2005**
  **NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**





Accounting
      Method


The
      Company’s financial statements are prepared using the accrual basis of
      accounting in accordance with accounting principles generally accepted in the
      United States of America.





Going
      Concern


As
      shown
      in the financial statements, the Company incurred a net loss for the period
      ending June 30, 2005, has no revenues, and has an accumulated deficit since
      inception. These factors indicate that the Company may be unable to continue
      in
      existence. The financial statements do not include any adjustments related
      to
      the recoverability and classification of recorded assets, or the amounts and
      classification of liabilities that might be necessary in the event the Company
      cannot continue existence. The Company anticipates it will require a minimum
      of
      $2,500,000 to fully implement its business plan. The Company is actively seeking
      additional capital and management believes that this will enable the Company
      to
      continue its operations. However, there are inherent uncertainties and
      management cannot provide assurances that it will be successful in its
      endeavors.




Development
      Stage Activities


The
      Company has been in the development stage since its formation and has not
      realized any revenue from operations. It will be primarily engaged in providing
      a sales channel and marketing consulting support services to telecommunications
      companies.





Recent
      Accounting Pronouncements


In
      December 2004, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 153, “Exchange of Nonmonetary Assets, an
      amendment of ARB Opinion No. 29.” This statement addresses the measurement of
      exchanges of nonmonetary assets. The guidance in APB Opinion No. 29, “Accounting
      for Nonmonetary Transactions,” is based on the principle that exchanges of
      nonmonetary assets should be measured based on the fair value of the assets
      exchanged. The guidance in that opinion, however, included certain exceptions
      to
      that principle. This statement amends Opinion 29 to eliminate the exception
      for
      nonmonetary exchanges of similar productive assets and replaces it with a
      general exception for exchanges of nonmonetary assets that do not have
      commercial substance. A nonmonetary exchange has commercial substance if the
      future cash flows of the entity are expected to change significantly as a result
      of the exchange. This statement is effective for financial statements for fiscal
      years beginning after June 15, 2005. Management believes the adoption of this
      statement will have no impact on the financial statements of the Company.





In
      December 2004, the Financial Accounting Standards Board issued Statement of
      Financial Accounting Standards No. 152, “Accounting for Real Estate Time-Shares
      Transactions,” an amendment of Statement of Financial Accounting Standards Board
      No. 66, “Accounting for Sales of Real Estate,” to reference the financial
      accounting and reporting guidance for real estate time-sharing transactions
      that
      is provided in AICPA Statement of Position (SOP) 04-2, “Accounting for Real
      Estate Time-Sharing Transactions.” This statement also amends Financial






Table
          of Contents





**TELECOMM
                SALES NETWORK, INC.****(A
                Development Stage Enterprise****CONDENSED
              NOTES TO THE FINANCIAL STATEMENTS****June
                30, 2005**




**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**





Recent
      Accounting Pronouncements (continued)


Accounting
      Standards Board Statement No. 67, “Accounting for Costs and Initial Rental
      Operations of Real Estate Projects,” to state that the guidance for (a)
      incidental operations and (b) costs incurred to sell real estate projects does
      not apply to real estate time-sharing transactions. The accounting for those
      operations and costs is subject to the guidance in SOP 04-2. This statement
      is
      effective for financial statements for fiscal years beginning after June 15,
      2005. Management believes the adoption of this statement will have no impact
      on
      the financial statements of the Company.





In
      December 2004, the Financial Accounting Standards Board issued a revision to
      Statement of Financial Accounting Standards No. 123, “Accounting for Stock Based
      Compensation” (hereinafter “SFAS No. 123”). This statement supercedes APB
      Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related
      implementation guidance. This statement establishes standards for the accounting
      for transactions in which an entity exchanges its equity instruments for goods
      or services. It also addresses transactions in which an entity incurs
      liabilities in exchange for goods or services that are based on the fair value
      of the entity’s equity instruments or that may be settled by the issuance of
      those equity instruments. This statement focuses primarily on accounting for
      transactions in which an entity obtains employee services in share-based payment
      transactions. This statement does not change the accounting guidance for share
      based payment transactions with parties other than employees provided in SFAS
      No. 123. The Company has determined that there was no impact to its financial
      statements from the adoption of this statement.





In
      November 2004, the Financial Accounting Standards Board issued Statement
      of
      Financial Accounting Standards No. 151, “Inventory Costs — an amendment of ARB
      No. 43, Chapter 4.” This statement amends the guidance in ARB
      No. 43, Chapter 4, “Inventory Pricing,” to clarify the accounting for
      abnormal amounts of idle facility expense, freight, handling costs, and wasted
      material (spoilage). This statement requires that those items be recognized
      as
      current-period charges regardless of whether they meet the criterion of “so
      abnormal.” In addition, this statement requires that allocation of fixed
      production overheads to the costs of conversion be based on the normal capacity
      of the production facilities. This statement is effective for inventory costs
      incurred during fiscal years beginning after June 15, 2005. Management
      does
      not believe the adoption of this statement will have any immediate material
      impact on the Company as the Company maintains no inventory.





Use
      of
      Estimates


The
      process of preparing financial statements in conformity with accounting
      principles generally accepted in the United States of America requires the
      use
      of estimates and assumptions regarding certain types of assets, liabilities,
      revenues, and expenses. Such estimates primarily relate to unsettled
      transactions and events as of the date of the financial statements. Accordingly,
      upon settlement, actual results may differ from estimated amounts.






Table
          of Contents





**TELECOMM
                SALES NETWORK, INC.****(A
                Development Stage Enterprise****CONDENSED
              NOTES TO THE FINANCIAL STATEMENTS****June
                30, 2005**





**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)**





Cash
      and Cash Equivalents


The
      Company considers all highly liquid investments with an original maturity of
      three months or less to be cash equivalents.





Concentration
      of Risk


The
      Company maintains its cash in primarily one business checking account, the
      funds
      of which are insured by the Federal Deposit Insurance Corporation (FDIC), up
      to
      a maximum of $100,000.





**NOTE
      3 - PREFEERED AND COMMON STOCK**





The
      Company is authorized to issue 5,000,000 shares of $0.0001 par value preferred
      stock, which may be issued in one or more series at the sole discretion of
      the
      Company’s board of directors. The board of directors is also authorized to
      determine the rights, preferences, and privileges and restrictions granted
      to or
      imposed upon any series of preferred stock. As of June 30, 2005, no preferred
      stock has been issued by the Company.





The
      Company is authorized to issue 100,000,000 shares of $0.0001 par value common
      stock. All shares have equal voting rights, are non-assessable and have one
      vote
      per share. Voting rights are not cumulative and, therefore, the holders of
      more
      than 50% of the common stock could, if they choose to do so, elect all of the
      directors of the Company. During the period ending December 31, 2004, 1,940,000
      shares of common stock were issued at $0.05 per share for total cash proceeds
      of
      $97,000. In the period ended September 30, 2004, 180,000 shares of common stock
      were issued at $0.05 per share for cash proceeds of $9,000 and 2,000,000 shares
      were issued to founders for total cash proceeds of $200.





**NOTE
      4 - CORRECTION ON AN ERROR**





Subsequent
      to the issuance of the original financial statements for the period ended
      September 30, 2004, management determined that 2,000,000 shares of common stock
      were issued to the Company’s shareholders at $0.0001 par value at the inception
      date of August 26, 2004 rather than 4,000 shares at $0.05 as originally
      reported. These initial shares were issued for investment and are not held
      for
      resale.





These
      corrections and restatements had no effect on reported net loss, but decreased
      the reported net loss per share from $0.07 to $0.01.









Table
          of Contents








**ITEM
      2. MANAGEMENT’SDISCUSSION AND ANALYSIS OR PLAN OF
      OPERATIONS**





**Overview**





We
      were
      incorporated under the laws of Delaware on August 26, 2004. As a new company,
      we
      have not been involved in any bankruptcy, receivership or similar proceedings.
      Nor have we been through any material reclassification, merger, consolidation
      or
      purchase or sale of significant assets.





We
      are a
      development stage company and we have not generated any revenue. We have minimal
      assets and we have conducted no operations except for formulating a business
      plan and fundraising activities. We have relied on sales of securities to fund
      all our activities to date.





We
      intend
      to provide consulting and support services to telecommunications companies
      that
      desire to establish worldwide distribution networks for their products and
      to
      distributors who desire to distribute telecommunications products. Our offices
      are located in Raleigh, North Carolina.





This
      section of the prospectus includes a number of forward-looking statements that
      reflect our current views with respect to future events and financial
      performance. Forward-looking statements are often identified by words like,
      believe, expect, estimate, anticipate, intend, project, and similar expressions,
      or words which, by their nature, refer to future events. You should not place
      undue certainty on these forward-looking statement, which apply only as of
      the
      date of this prospectus. These forward-looking statements are subject to certain
      risks and uncertainties that could cause actual results to differ from
      historical results or our prediction.





**Management’s
      discussion and analysis of financial condition and results of
      operations**





The
      market for telecommunications products and services is in the process of radical
      changes. Such technologies as Voice over Internet Protocol (VoIP), advances
      in
      cellular technology and wireless, have opened many new market opportunities
      for
      emerging companies. We believe the biggest barrier to these emerging companies
      is the vast control large telecommunication companies have on the market. We
      intend to open up an avenue for the small emerging companies to benefit by
      group
      participation in our programs. Over the next ten years we expect that today’s
      small aggressive telecommunications companies will take a greater role in the
      future of the industry.





As
      with
      all new concepts this plan is subject to certain risk and uncertainties that
      could cause actual results to differ materially from historical results or
      our
      predictions.





We
      are a
      start-up stage company and have not yet generated or realized any revenues
      from
      our business operations.





Our
      auditors have issued a going concern opinion in their audit report. This means
      that our auditors believe there is doubt that our business operations can
      continue for the next 12 months unless we obtain additional capital. This is
      because we have not generated any revenues and no revenues are anticipated
      until
      and unless we raise approximately $2.5 million of capital which is necessary
      to
      generate sufficient revenue from funding our operation until we anticipate
      we
      will be able to sell and provide services. To date, we have raised a total
      of
      $106,200 from a private stock offering and sales to our founders.





**First
      Year Summary Business Plan**





Our
      business is to provide consulting and support services to telecommunications
      companies that desire to establish worldwide distribution networks for their
      products and to distributors who desire to distribute telecommunications
      products. Our offices are located in Raleigh, North Carolina. We expect our
      services will be priced in a combination of (i) fixed fees from
      telecommunications companies for assisting such companies to establish
      relationships with a network of distributors, (ii) a small percentage of revenue
      the telecommunications companies generate through distributor relations we
      assist them to establish and (iii) a small percentage of the revenue
      distributors generate from the relationships we assist them to
      establish.






Table
          of Contents





We
      estimate we will have approximately $2.5 million of expenditures during our
      first year of operation after which time we expect that our revenues will be
      adequate to pay for our expenses. This amount may be reduced by $360,000 if
      we
      fail to raise $2.5 million and we do not generate revenue during the first
      year
      as no salary would be paid to the Chief Executive Officer and Vice
      President-Operations until we raise $2.5 million or begin to generate revenue.
      We believe this amount will be sufficient to allow us to generate our first
      revenue. Generating revenue may make additional financing possible, if
      additional financing becomes necessary.





Operations
      will commence after we raise at least $1 million. Initial operating activity
      will involve the CEO and Vice President-Operations recruiting the remainder
      of
      the team and supervising the initial marketing study. Recruitment is expected
      to
      require three months. During this time, we will also engage a marketing research
      firm to interview telecommunications equipment manufacturers and software
      suppliers about their distribution networks and plans to either establish or
      expand distribution relationships. At the same time, we will begin to evaluate
      potential distributors for our network. We expect most of our expenses during
      this initial three-month period will consist of the fee for the market study,
      personnel recruiting and travel expenses.





We
      expect
      to pay no salaries until after the marketing study has been completed and the
      initial team has been recruited. We expect it will take approximately three
      months after we raise $1 million of capital to complete the marketing study
      and
      recruit a team of eight people. Spending estimates for salaries for the first
      year, therefore, start at this three month mark. We expect to sign our first
      contracts with customers approximately three months after we recruit our team
      and to begin to receive our first revenues within three months after signing
      contracts with customers, or approximately six months after the team is
      recruited.





We
      are
      not going to buy or sell any plant or significant equipment. We expect our
      employment and other expenses will increase as we hire employees and begin
      marketing and servicing customers as described under “Description of Business”
      above.





**Detailed
      Plan of Operations For The First Twelve Months**





A
      detailed plan of operations for the first twelve months following our raising
      at
      least $1 million is set forth below.





All
      dates
      below refer to quarters and months that begin after we raise at least $1
      million. This is a plan only, and there can be no assurances that we will be
      able to perform according to our plan. We reserve the right to change our plan
      to adapt to changing circumstances, including customer response and the
      availability of funds.





**Anticipated
      Major Events and Timing**





First
      Quarter-





1.
              Commission
                  and supervise initial marketing study to refine our approach to
                  the
                  market.2.
              Identify
                  potential candidates for our team and negotiate terms of
                  employment.3.
              Develop
                  list of telecommunications equipment manufacturers and software
                  developers
                  that we plan to target upon inception of marketing
                  activities.4.
              Identify
                  list of potential distribution partners.5.
              Identify
                  and engage a specialist in international
                  law.
   Table
            of Contents
   6.
              Identify
                  part-time controller for hiring upon completion of
                  financing.7.
              Identify
                  and hire engineering manager.8.
              Acquire
                  computer equipment and set up IT infrastructure.9.
              Engage
                  an outside marketing and PR firm with International
                  experience.





Second
      Quarter -





10.
            Hire
                a VP of Sales and begin identifying and building a core team of Account
                Representatives, which we expect will start with three and grow to
                eight
                people by year end.11.
            Identify
                and contract for office space or executive suite to serve as headquarters
                for the company. Set up offices, including physical
                infrastructure.12.
            Hire
                Chief Financial Officer and Controller and begin developing financial
                infrastructure.13.
            In
                the first month of the quarter, hire a four-person team to call on
                telecommunications companies and distributors. Train team on our
                approach
                to the business.14.
            Hire
                a product engineering specialist.15.
            Travel
                to sites of potential first customers and distributors.16.
            Negotiate
                standard distribution terms and conditions.17.
            Analyze
                characteristics of telecommunications company’s products and goals and
                distributor strengths and weaknesses.18.
            Sign
                up distributors in network to cover major countries in North America,
                Europe and East Asia.19.
            Assist
                our telecommunications companies to sign first term sheets and then
                first
                distribution contracts.





Third
      Quarter -





20.
            Work
                with customers and distributors to resolve issues to ensure distribution
                relationships are positive for both parties.21.
            Continue
                to execute contracts with telecommunications companies and
                distributors.22.
            Begin
                to generate revenue from contracts.




Fourth
      Quarter -





23.
              Hire
                  six additional personnel, if the volume of business justifies expanding
                  the team.
   Table
            of Contents
   24.
              Continue
                  to execute and service contracts.25.
              Conduct
                  evaluations of the relationships established.26.
              Expand
                  distributor network participants into South America and South
                  Asia.27.
              Advise
                  companies about how to provide better support to distributors to
                  increase
                  sales.





We
      anticipate the cost for the foregoing will be approximately as follows on a
      month by month basis:





**Estimated
      Costs**





**Month
                1**
            **Month
                2**
            **Month
                3**
            **Month
                4**
            **Month
                5**
            **Month
                6**Marketing
                Study
            40,000
            40,000Computer
                Equipment/Software
            6,000
            14,000
            
            30,000General
                Overhead and Admin.
            3,000
            6,000
            10,000
            10,000
            10,000
            10,000Legal
                and Accounting
            5,000
            5,000
            5,000
            5,000
            5,000
            5,000Sales
                & Marketing (Travel, Etc.)
            20,000
            20,000
            20,000
            50,000
            50,000
            50,000Advertising
                and PR
            
            5,000
            5,000
            5,000
            5,000
            5,000**List
                Team Members by Position**CEO
            
            
            
            20,000
            20,000
            20,000Vice
                President-Operations
            
            
            
            20,000
            20,000
            20,000CFO
            
            
            
            20,000
            20,000
            20,000Comptroller
            
            
            
            6,000
            6,000
            6,000VP
                Sales
            
            
            
            8,000
            8,000
            8,000Account
                Representatives (3-8)
            
            
            
            12,000
            16,000
            20,000Engineering
                Manger
            
            6,000
            6,000
            6,000
            6,000
            6,000Product
                Engineering Specialist
            
            
            
            3,000
            6,000
            6,000Administrative
                Staff
            
            3,000
            3,000
            3,000
            3,000
            6,000Payroll
                tax and overhead
            10,000
            15,000
            15,000
            25,000
            25,000
            30,000





**Month
                7**
            **Month
                8**
            **Month
                9**
            **Month
                10**
            **Month
                11**
            **Month
                12**
            **Total**Marketing
                Study
            
            
            
            
            
            
            80,000Computer
                Equipment/Software
            
            
            
            20,000
            
            
            70,000General
                Overhead and Admin.
            7,625
            7,625
            7,625
            7,625
            7,625
            7,625
            94,750Legal
                and Accounting
            5,000
            5,000
            5,000
            5,000
            5,000
            90,000
            145,000Sales
                & Marketing (Travel, Etc.)
            75,000
            75,000
            75,000
            75,000
            75,000
            75,000
            660,000Advertising
                and PR
            5,000
            5,000
            5,000
            5,000
            5,000
            5,000
            55,000**List
                Team Members by Position**CEO
            20,000
            20,000
            20,000
            20,000
            20,000
            20,000
            180,000Vice
                President-Operations
            20,000
            20,000
            20,000
            20,000
            20,000
            20,000
            180,000CFO
            20,000
            20,000
            20,000
            20,000
            20,000
            20,000
            180,000Comptroller
            6,000
            6,000
            6,000
            6,000
            6,000
            6,000
            54,000VP
                Sales
            8,000
            8,000
            8,000
            8,000
            8,000
            8,000
            72,000Account
                Representatives (3-8)
            20,000
            24,000
            28,000
            32,000
            32,000
            36,000
            220,000Engineering
                Manger
            6,000
            6,000
            6,000
            6,000
            6,000
            6,000
            66,000Product
                Engineering Specialist
            6,000
            6,000
            6,000
            6,000
            6,000
            6,000
            51,000Administrative
                Staff
            6,000
            6,000
            6,000
            6,000
            6,000
            6,000
            54,000Payroll
                tax and overhead
            30,000
            30,000
            35,000
            35,000
            35,000
            40,000
            325,0002,486,750






Table
          of Contents






Although
      we believe that being a public company and having our stock quoted for trading
      on the Over-the-Counter-Bulletin Board will better position us to raise money
      than we can as a private company, there is no assurance that we will be able
      to
      raise enough money to begin and stay in business. The primary alternatives
      are a
      second public offering, a private placement of securities, or loans. We believe
      that if we are successful in raising the $2.5 million we need to conduct
      operations during our first year and to begin generating revenue, we will become
      a more attractive investment for investors.




At
      the
      present time, we have not made any arrangements to raise additional cash as
      we
      believe offering investors liquidity after we become a public company will
      be a
      key factor in increasing our ability to raise capital on acceptable terms and
      conditions. We believe becoming a public company will give us access to
      investors who invest in PIPES transactions (“Private Investments in Public
      Equity Securities”), in which securities are sold in a private placement and
      then registered for resale soon after the closing of the private transaction.
      We
      plan to seek to do a PIPES transaction after our common stock begins to be
      traded on the Over-the-Counter Bulletin Board (“OTC-BB”), which has not yet
      occurred. We expect this private transaction will have a $2.5 million maximum
      and a $1 million minimum condition to closing, because we do not believe we
      will
      have a viable business, unless we raise at least $1 million.




We
      do not
      believe it is possible to raise the money we need until after our stock begins
      trading on the OTC-BB and we have no commitments from any investors to invest
      in
      us. Consequently, there can be no assurance that we will be successful in
      raising the capital we need. If we need additional cash and can’t raise it, we
      will either have to suspend operations until we do raise the cash, or cease
      operations entirely. In that event, our Board of Directors will evaluate the
      situation and may be forced to seek to sell any assets we have and repay
      creditors. In that situation, it is not anticipated that assets will be
      sufficient to make any payments to shareholders.




**Limited
      Operating History; Need for Additional Capital**





There
      is
      no historical financial information about our company upon which to base an
      evaluation of our performance. We are a development stage company and have
      not
      generated any revenues from operations. We cannot guarantee we will be
      successful in our business operations. Our business is subject to risks inherent
      in the establishment of a new business enterprise, including limited capital
      resources, possible delays beginning to sell and provide our services, and
      uncertain demand by customers for our services.




To
      become
      profitable and competitive, we must recruit employees and begin marketing our
      services. We will seek equity financing to provide for the capital
      required.




We
      have
      no assurance that future financing will be available to us on acceptable terms.
      If financing is not available on satisfactory terms, we may be unable to
      continue, develop or expand our operations and we may be forced to liquidate
      our
      assets and repay any creditors. In that situation it is likely you will lose
      your entire investment. Equity financing could result in additional dilution
      to
      existing shareholders.





**Results
      of Operations**





From
      August 26, 2004, our date of inception, through June 30, 2005, we have sold
      our
      common stock to raise money for corporate organization expenses. Net cash
      provided by financing activities from inception on August 26, 2004, was
      $106,200, as a result of proceeds from sales of common stock. In addition,
      William Sarine and Tony Summerlin have provided services to us without payment,
      although services continue to be provided.






Table
          of Contents





**Liquidity
      and Capital Resources**





To
      date,
      we have yet to generate any revenues from business operations.





We
      issued
      2,120,000 shares of common stock through private placement offerings during
      2004. Proceeds of that stock offering will be used primarily to pay the expenses
      of this offering. After our shares begin to be public traded, we will seek
      to
      raise approximately $2.5 million of additional capital to allow us to commence
      operations and to conduct business during our first year of operations. We
      believe being a public reporting company whose shares can be traded will enable
      us to sell shares to investors who do not invest in private companies. We
      believe many of these investors may be located outside the U.S.





As
      of
      June 30, 2005, our current assets were $93,873 and our current liabilities
      were
      $46,805. We believe that we will have to raise additional capital (approximately
      $2.5 million) to successfully conduct our business. After our shares begin
      to be
      public traded, we will seek to raise $2.5 million of additional capital to
      allow
      us to commence operations and to conduct business during our first year of
      operations.





As
      described above, William Sarine has provided services to us without payment.
      He
      is not expected to loan funds to us to finance operations.




**RISK
      FACTORS**





**RISKS
      CONCERNING OUR BUSINESS**





Investing
      in our common stock involves a high degree of risk. You should carefully
      consider the risks and uncertainties described below before you purchase any
      of
      our common stock.





If
      any of
      these risks or uncertainties actually occurs, our business, financial condition
      or results of operations could be materially adversely affected. In this event
      you could lose all or part of your investment.




**(1)
      Our independent auditor has indicated that it doubts that we can continue as
      a
      going concern. Our independent auditor’s opinion may negatively affect our
      ability to raise additional funds, among other things. If we fail to raise
      sufficient capital we will not be able to implement our business plan and you
      will lose your investment.**





Williams
      & Webster, P.S., our independent auditors, has expressed substantial doubt
      about our ability to continue as a going concern given our lack of operating
      history and lack of revenues to date. This opinion could materially limit our
      ability to raise additional funds by issuing new debt or equity securities
      or
      otherwise. If we fail to raise sufficient capital, we will not be able to
      implement our business plan and you will lose your investment. You should
      consider our auditor’s comments when determining if an investment in us is
      suitable.




**(2)
      We had only $93,873 of current assets at June 30, 2005 and we have had no
      operating history. This increases the risk that we will not be successful in
      operating our business and that you may lose your entire
      investment.**





At
      June
      30, 2005 we had only $93,873 of current assets and we have no operating listing.
      Our current assets are not sufficient to allow us to actively conduct our
      business. We expect we will utilize all our current assets to pay the cost
      of
      registering the shares of the Selling Security Holders, seek to have our stock
      quoted on the OTC-BB and seek to raise additional capital in a private
      placement. This means the future of our business depends upon having our shares
      quoted on the OTC-BB and raising money in a private placement. Our lack of
      operating history will make it more difficult to have our shares quoted for
      trading on the OTC-BB and to raise capital in a private placement. Consequently,
      these factors increase the risk that we will not be successful in operating
      our
      business and that you may lose your entire investment.






Table
          of Contents








**(3)
      We need to raise approximately $2.5 million to pay conduct operations during
      our
      first year and you may lose all of your investment if we fail to raise such
      amounts.**





We
      need
      to raise approximately $2.5 million in subsequent capital raising activities,
      to
      pay offering expenses and conduct operations during our first year. In the
      current economic environment, it is extremely difficult for companies without
      profits or revenue, such as TSN, to raise capital. TSN may not be able to raise
      the capital we need in this offering or in later financings to conduct our
      business. We plan to raise most of the money we need outside the United States.
      If we fail to raise the capital we need, we will not be able to conduct our
      business and you may lose your entire investment. Even if we are successful
      in
      raising the additional funds, we may have to accept terms that adversely affect
      our stockholders. For example, the terms of any future financing may impose
      restrictions on our right to declare dividends or on the manner in which we
      conduct our business.




**(4)
      We have no operating history, revenues and profits in the telecommunications
      sales industry or otherwise, and therefore it will be difficult for you to
      analyze our prospects and our business model.**




We
      are a
      new enterprise that has no operating history and no revenues upon which you
      can
      base an evaluation of our business and prospects, and thus it will be difficult
      for you to analyze our prospects, business model, and the appropriateness of
      making an investment in us. We are subject to all of the risks inherent in
      the
      establishment of a new business enterprise, and more particularly we do not
      know
      if we will be able to effectively market our services to telecommunications
      companies and distributors and obtain sufficient customers to become profitable.
      TSN may never generate revenues or become profitable.




**(5)
      We may not be successful in convincing telecommunications companies to use
      distributors doing business with us or in convincing distributors to do business
      with us. If we cannot do this, our business will fail.**





Our
      business depends entirely on convincing telecommunications companies to use
      distributors who do business with us and on convincing distributors to do
      business with us. Telecommunications companies may prefer to establish their
      own
      networks. Distributors may prefer to deal directly with telecommunications
      companies. If we cannot convince telecommunications companies to use
      distributors, who do business with us, and convince distributors to do business
      with us, our business will fail.





**(6)
      Telecommunications companies may decide to establish distributor networks
      without the assistance of outside advisors, like us. If they do so, our business
      will fail.**





Many
      telecommunications companies already have established distributor networks,
      or
      they may decide to establish distributor networks without the assistance of
      outside advisors, like us. If telecommunications companies decide to establish
      distribution networks enter on their own, we will have no customers and our
      business will fail.





**(7)
      We may not be successful in convincing distributors to operate as part of a
      network of distributors within assigned geographic territories. If we cannot
      convince distributors to act as part of a network within assigned geographic
      territories, it will be difficult for us to establish a worldwide network that
      is attractive to telecommunications companies. This may reduce the revenue
      we
      can generate. In that case, our business may fail.**





We
      anticipate that telecommunications companies will want distribution networks
      that work effectively in all the world’s major geographic markets. Many
      distributors serve a large number of geographic markets, but in fact lack the
      resources to effectively penetrate all the markets they nominally serve. We
      plan
      to identify the distributors who are most effective in each geographic market
      and deliver to telecommunications companies a network of high performing
      distributors in each geographic market. Distributors, especially those that
      compete with one another across many markets, may be reluctant to limit the
      geographic scope of their agreements. If so, we would not have enough high
      performing distributors to offer a valuable network to telecommunications
      companies.






Table
          of Contents







**(8)
      We have no experience in the business of establishing worldwide networks of
      distributors. This lack of experience may cause us to make decisions about
      our
      business that cause us to lose revenue opportunities or incur greater expenses
      than are necessary.**





We
      are a
      new company and thus have no experience in the business of establishing
      worldwide networks of distributors. This lack of experience will make it more
      difficult for us to succeed, because our lack of experience may cause us to
      make
      decisions about pricing, marketing and other aspects of our business we would
      not make if we had experience. This may result in our losing revenue
      opportunities or incurring more expense than is necessary. It will also make
      it
      more difficult for you to evaluate our prospects, business model, and chance
      of
      success.





**(9)
      We depend on our Chief Executive Officer, William Sarine, and our Vice
      President-Operations, Tony Summerlin, because they are the only persons
      currently affiliated with us who has prior experience in selling
      telecommunications products. Any reduction of their role at our company could
      cause us to be unable to implement our business plan, which could cause us
      to
      lose revenue opportunities and cause our business to fail.**





Our
      success will largely depend on the vision, experience, knowledge, business
      relationships and abilities of our President and Chief Executive Officer,
      William Sarine, and our Vice President-Operations, Tony Summerlin. As such,
      their services are required to ensure we implement our business plan, because
      we
      depend on their past experience with selling telecommunications products. Any
      reduction of their role may cause our business to fail. We do not have an
      employment agreement with them, nor do we have a “key man” insurance policy on
      his life.





**(10)
      Our directors and officers will not be devoting their full working time and
      attention to our business. It will be difficult to implement our business plan,
      obtain and service customers and generate revenue while our officers and
      directors are not devoting their full time and attention to the development
      of
      our business. Failure to do all these things will reduce the value of our
      business.**





William
      Sarine and Tony Summerlin, our officers and members of our Board of Directors,
      expect to devote approximately ten hours per week, on average, to our
      business.





We
      will
      find it more difficult to implement our business plan, obtain and service
      customers and generate revenue while our officers and directors are only
      devoting a portion of their time and attention to our business, unless we are
      able to recruit and retain experienced and competent full-time employees who
      can
      assume responsibility for operating our business. Failure to do all these things
      well may cause our business to fail.





**(11)
      We May Not Qualify to Have Our Stock Quoted for Trading on the Over-the-Counter
      Electronic Bulletin Board, and Therefore You may be Unable to Sell Your Shares.
      Even if We Qualify to Have Our Stock Quoted for Trading, Trading Volume May
      Not
      Develop and You May be Unable to Sell Your Shares.**





We
      are
      seeking to have our common stock eligible for quotation in the Over-the-Counter
      Electronic Bulletin Board (“ **OTCBB** ”
      or
“ **Bulletin
      Board** ”).
      Other
      public markets, such as NASDAQ or a national securities exchange, have
      qualitative and quantitative listing criteria that we do not currently meet.
      These criteria include operating results, net assets, corporate governance,
      minimum trading price and minimums for public float, which is the amount of
      stock not held by affiliates of the issuer.





To
      be
      eligible to have our securities quoted on OTCBB, we must file reports with
      the
      Securities and Exchange Commission pursuant to Section 13 or Section 15(d)
      of
      the Securities Act of 1933 and we must remain current in our periodical
      reporting obligations. A broker/dealer must also file a Form 211 with the
      National Association of Securities Dealers (“ **NASD** ”)
      to
      allow our common stock to be quoted on the OTCBB. For more information on the
      OTCBB see its web site at www.otcbb.com .






Table
          of Contents







If
      for
      any reason, however, any of our securities are not eligible for continued
      quotation on the Bulletin Board or a public trading market does not develop,
      purchasers of the shares may have difficulty selling their securities should
      they desire to do so. If we are unable to satisfy the requirements for quotation
      on the Bulletin Board, any trading in our common stock would be conducted in
      the
      over-the-counter market in what are commonly referred to as the “pink sheets.”
      The “pink sheets” are operated by a private company and are not affiliated with
      the NASD. However, a broker-dealer must file a Form 211 and undergo NASD review
      before it can quote securities on the “pink sheets.” Companies quoted on the
“pink sheets” need not file periodic reports with the Securities and Exchange
      Commission. Trading volume for securities traded only on the “pink sheets” is
      generally lower than for securities traded on OTCBB. If our securities quoted
      for trading only on the “pink sheets,” an investor may find it more difficult to
      dispose of, or to obtain accurate quotations as to the price of, the securities
      offered hereby.





The
      above-described rules may materially adversely affect the liquidity of the
      market for our securities. There has been no public market for our common stock.
      There can be no assurance that an active trading market will ever develop or,
      if
      it develops, will be maintained. Failure to develop or maintain an active
      trading market could negatively affect the price of our securities, and you
      will
      be unable to sell your shares. If so, your investment will be a complete
      loss.





**(12)
      If Securities Analysts Do Not Publish Research or Reports About Our Business
      or
      If They Downgrade Our Stock, the Price of Our Stock Could
      Decline.**





The
      trading market for our common stock will rely in part on the research and
      reports that industry or financial analysts publish about us or our business.
      If
      we do not succeed in attracting analysts to report about our company, most
      investors will not know about our company even if we are successful in
      implementing our business plan. We do not control these analysts. There are
      many
      large, well established publicly traded companies active in our industry and
      market, which may mean it will be less likely that we receive widespread analyst
      coverage. Furthermore, if one or more of the analysts who do cover us downgrade
      our stock, our stock price would likely decline rapidly. If one or more of
      these
      analysts cease coverage of our company, we could lose visibility in the market,
      which in turn could cause our stock price to decline. Lower trading volume
      may
      also mean that you could not resell your shares.





**(13)
      Our Quarterly Revenues and Operating Results may Fluctuate in Future Periods
      and
      We may Fail to Meet Expectations of Investors and Public Market Analysts, Which
      Could Cause the Price of Our Common Stock to Decline.**





Our
      quarterly revenues and operating results may fluctuate significantly from
      quarter to quarter. If quarterly revenues or operating results fall below the
      expectations of investors or public market analysts, the price of our common
      stock could decline substantially. Factors that might cause quarterly
      fluctuations in our operating results include:




·  the
      evolving demand for our services and software;





·  spending
      decisions by our customers and prospective customers;





·  our
      ability to manage expenses;





·  the
      timing of new product releases;





·  changes
      in our pricing policies or those of our competitors;






Table
          of Contents





·  the
      timing of execution of large contracts;





·  changes
      in the mix of our services and software offerings;





·  the
      mix
      of sales channels through which our services and software are sold;





·  costs
      of
      developing new products and enhancements; and





·  global
      economic and political conditions.





In
      addition, due to a slowdown in the general economy and general uncertainty
      of
      the current geopolitical environment, a existing and potential customer may
      reassess or reduce their planned technology and Internet-related investments
      and
      defer purchasing decisions. Further delays or reductions in business spending
      for technology could have a material adverse effect on our revenues and
      operating results.





**(14)
      Our Stock Price is Likely to be Highly Volatile and May
      Decline.**





If
      it
      becomes publicly traded, the trading price of our common stock is expected
      to
      fluctuate widely as a result of a number of factors, many of which are outside
      our control, such as:





·  variations
      in our actual and anticipated operating results;





·  changes
      in our earnings estimates by analysts;





·  the
      volatility inherent in stock prices within the emerging sector within which
      we
      conduct business;





·  and
      the
      volume of trading in our common stock, including sales of substantial amounts
      of
      common stock issued upon the exercise of outstanding options and
      warrants.





In
      addition, Over-the-Counter Bulletin Board, administered by the NASD, on which
      we
      intend to have our stock quoted has experienced extreme price and volume
      fluctuations that have affected the trading prices of many technology and
      computer software companies, particularly Internet-related companies. Such
      fluctuations have often been unrelated or disproportionate to the operating
      performance of these companies. These broad trading fluctuations could adversely
      affect the trading price of our common stock.





Further,
      securities class action litigation has often been brought against companies
      that
      experience periods of volatility in the market prices of their securities.
      Securities class action litigation could result in substantial costs and a
      diversion of our management’s attention and resources. If such a suit is brought
      against us, we may determine, like many defendants in such lawsuits, that it
      is
      in our best interests to settle such a lawsuit even if we believe that the
      plaintiffs’ claims have no merit, to avoid the cost and distraction of continued
      litigation. Any liability we incur in connection with this lawsuit could
      materially harm our business and financial position and, even if we defend
      ourselves successfully, there is a risk that management’s distraction in dealing
      with this type of lawsuit could harm our results.





**(15)
      Our Securities Will Be Subject to "Penny Stock" Rules, Which Could Adversely
      Affect Our Stock Price and Make It More Difficult for You to Resell Our
      Stock.**






Table
          of Contents








The
      Securities Exchange Commission has adopted rules that regulate broker-dealer
      practices in connection with transactions in penny stocks. Penny stocks are
      generally equity securities with a price of less than $5.00 (other than
      securities registered on certain national securities exchanges or quoted on
      NASDAQ, provided that reports with respect to transactions in such securities
      are provided by the exchange or quotation system pursuant to an effective
      transaction reporting plan approved by the Commission.) We expect that our
      securities will be subject to these rules because we expect our securities
      will
      trade for less than $5.00 per share, if public trading occurs.




The
      penny
      stock rules require a broker-dealer, prior to a transaction in a penny stock
      not
      otherwise exempt from those rules, to deliver a standardized risk disclosure
      document prepared by the Commission, which:





·  Contains
      a description of the nature and level of risk in the market for penny stocks
      in
      both public offerings and secondary trading;





·  Contains
      a description of the broker’s or dealer’s duties to the customer and of the
      rights and remedies available to the customer with respect to a violation to
      such duties or other requirements;





·  Contains
      a brief, clear, narrative description of a dealer market, including “bid” and
“ask” prices for penny stocks and the significance of the spread between the bid
      and ask price;





·  Contains
      a toll-free telephone number for inquiries on disciplinary actions;





·  defines
      significant terms in the disclosure document or in the conduct of trading penny
      stocks;





·  Contains
      such other information and is in such form (including language, type, size,
      and
      format) as the Commission shall require; and





·  by
      rule
      or regulation;





The
      broker-dealer also must provide, prior to effecting any transaction in a penny
      stock, the customer:





·  with
      bid
      and offer quotations for the penny stock;





·  the
      compensation of the broker-dealer and its salesperson in the
      transaction;





·  the
      number of shares to which such bid and ask prices apply, or other comparable
      information relating to the depth and liquidity of the market for such stock;
      and





·  Monthly
      account statements showing the market value of each penny stock held in the
      customer’s account.





In
      addition, the penny stock rules require that prior to a transaction in a penny
      stock not otherwise exempt from those rules; the broker-dealer must make a
      special written determination that the penny stock is a suitable investment
      for
      the purchaser and receive the purchaser’s written acknowledgment of the receipt
      of a risk disclosure statement, a written agreement to transactions involving
      penny stocks, and a signed and dated copy of a written suitability statement.
      These disclosure requirements will have the effect of reducing the trading
      activity in the secondary market for our stock because it will be subject to
      these penny stock rules. Therefore, stockholders may have difficulty selling
      those securities.





**(16)
      Sales by officers, directors and consultants could adversely affect of our
      stock.**






Table
          of Contents







Sales
      of
      significant amounts of shares held by our directors and executive officers,
      or
      the prospect of these sales, could adversely affect our common stock, both
      because significant sales could depress prices, and because sales by management
      could provide a negative signal to the market about our prospects.




**(17)
      All of the shares of Common Stock owned by our officers and directors may be
      resold by them in the future pursuant to Rule 144. Such resales may have a
      negative impact on their interest in our future.**





All
      of
      the shares held by our officers and directors may be resold. All these shares
      are “restricted securities.” Restricted shares will be eligible for sale in the
      public market, subject to certain volume limitations and the expiration of
      applicable holding periods under Rule 144. In general, under Rule 144 as
      currently in effect, a person (or persons whose shares are aggregated for
      purposes of Rule 144) who has beneficially owned restricted shares for at least
      one year (including the holding period of any prior owner or affiliate) would
      be
      entitled to sell within any three-month period a number of shares that does
      not
      exceed (i) 1% of the number of shares of common stock then outstanding, or
      (ii)
      the average weekly trading volume of the common stock during the four calendar
      weeks preceding the filing of a Form 144 with respect to such sale. Sales under
      Rule 144 are also subject to certain manner of sale provisions and notice
      requirements and to the availability of current public information about us.
      Under Rule 144(k), a person who is not deemed to have been our affiliate within
      the three months preceding a sale, and who has beneficially owned the shares
      proposed to be sold for at least two years (including the holding period of
      any
      prior owner except an affiliate) is entitled to sell such shares without
      complying with the manner of sale, public information, volume limitations or
      notice provisions of Rule 144. If our officers and directors sell a substantial
      portion of their shares, their economic interest in our success will decrease
      substantially. This may cause our officers and directors to require us to pay
      higher salaries or to devote less effort to making our company a
      success.




**(18)
      Resales of our stock by existing shareholders have a negative impact on any
      market that may develop.**





The
      resale of our stock by our existing stockholders may have a negative impact
      on
      any market that may develop, thereby reducing the market value of your
      stock.





**CAUTIONARY
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**





This
      Report contains certain financial information and statements regarding our
      operations and financial prospects of a forward-looking nature. Although these
      statements accurately reflect management’s current understanding and beliefs, we
      caution you that certain important factors may affect our actual results and
      could cause such results to differ materially from any forward-looking
      statements which may be deemed to be made in this Prospectus. For this purpose,
      any statements contained in this Prospectus which are not statements of
      historical fact may be deemed to be forward-looking statements. Without limiting
      the generality of the foregoing, words such as “may”, “intend”, “expect”,
“believe”, “anticipate”, “could”, “estimate”, “plan”, or “continue” or the
      negative variations of these words or comparable terminology are intended to
      identify forward-looking statements. There can be no assurance of any kind
      that
      such forward-looking information and statements in any way reflect our actual
      future operations and/or financial results, and any of such information and
      statements will should not be relied upon either in whole or in part in any
      decision to invest in the shares. Many of the factors, which could cause actual
      results to differ from forward looking statements, are outside our control.
      These factors include, but are not limited to, the factors discussed above
      under
“Risk Factors.”





**ITEM
      3. CONTROLSAND PROCEDURES.**





**Quarterly
      Controls Evaluation and Related CEO and CFO Certifications**





We
      conducted an evaluation of the effectiveness of the design and operation of
      our
“disclosure controls and procedures” (Disclosure Controls) as of the end of the
      period covered by this Quarterly Report. The controls evaluation was done under
      the supervision and with the participation of management, including our Chief
      Executive Officer (CEO) and Chief Financial Officer (CFO).






Table
          of Contents







Attached
      as exhibits to this Quarterly Report are certifications of the CEO and the
      CFO,
      which are required in accordance with Rule 13a-14 of the Exchange Act. This
      “Controls and Procedures” section includes the information concerning the
      controls evaluation referred to in the certifications, and it should be read
      in
      conjunction with the certifications for a more complete understanding of the
      topics presented.





**Definition
      of Disclosure Controls**





Disclosure
      Controls are controls and procedures designed to reasonably assure that
      information required to be disclosed in our reports filed under the Exchange
      Act, such as this Quarterly Report, is recorded, processed, summarized and
      reported within the time periods specified in the Securities and Exchange
      Commission’s rules and forms. Disclosure Controls are also designed to
      reasonably assure that such information is accumulated and communicated to
      our
      management, including the CEO and CFO, as appropriate to allow timely decisions
      regarding required disclosure. Our Disclosure Controls include components of
      our
      internal control over financial reporting, which consists of control processes
      designed to provide reasonable assurance regarding the reliability of our
      financial reporting and the preparation of financial statements in accordance
      with generally accepted accounting principles in the U.S. To the extent that
      components of our internal control over financial reporting are included within
      our Disclosure Controls, they are included in the scope of our quarterly
      controls evaluation.





**Limitations
      on the Effectiveness of Controls**





Our
      management, including the CEO and CFO, does not expect that our Disclosure
      Controls or our internal control over financial reporting will prevent all
      error
      and all fraud. A control system, no matter how well designed and operated,
      can
      provide only reasonable, not absolute, assurance that the control system’s
      objectives will be met. Further, the design of a control system must reflect
      the
      fact that there are resource constraints, and the benefits of controls must
      be
      considered relative to their costs. Because of the inherent limitations in
      all
      control systems, no evaluation of controls can provide absolute assurance that
      all control issues and instances of fraud, if any, within the company have
      been
      detected. These inherent limitations include the realities that judgments in
      decision-making can be faulty and that breakdowns can occur because of simple
      error or mistake. Controls can also be circumvented by the individual acts
      of
      some persons, by collusion of two or more people, or by management override
      of
      the controls. The design of any system of controls is based in part on certain
      assumptions about the likelihood of future events, and there can be no assurance
      that any design will succeed in achieving its stated goals under all potential
      future conditions. Because the business of Telecomm Sales Network, Inc. is
      early
      stage and very simple, our controls are not complex at this time. Over time,
      controls may become inadequate because of changes in conditions or deterioration
      in the degree of compliance with policies or procedures. Because of the inherent
      limitations in a cost-effective control system, misstatements due to error
      or
      fraud may occur and not be detected.





**Scope
      of the Controls Evaluation**





The
      evaluation of our Disclosure Controls included a review of the controls’
      objectives and design, the company’s implementation of the controls and the
      effect of the controls on the information generated for use in this Quarterly
      Report. In the course of the controls evaluation, we sought to identify data
      errors, control problems or acts of fraud and confirm that appropriate
      corrective action, including process improvements, were being undertaken. This
      type of evaluation is performed on a quarterly basis so that the conclusions
      of
      management, including the CEO and CFO, concerning the effectiveness of the
      controls can be reported in our Quarterly Reports on Form 10-QSB. The overall
      goals of these various evaluation activities are to monitor our Disclosure
      Controls, and to modify them as necessary. Our intent is to maintain the
      Disclosure Controls as dynamic systems that change as conditions warrant.





**Conclusions**





Based
      upon the controls evaluation, our CEO and CFO have concluded that, subject
      to
      the limitations noted above, as of the end of the period covered by this
      Quarterly Report, our Disclosure Controls were effective to provide reasonable
      assurance that material information relating to Telecomm Sales Network, Inc.
      is
      made known to management, including the CEO and CFO, particularly during the
      period when our periodic reports are being prepared.






Table
          of Contents





**PART
      II. OTHERINFORMATION**





**Item.
      1. LegalProceedings**





None.





**Item
      2. UnregisteredSales of Equity Securities and
      Use of
      Proceeds**





None.





**Item
      3. DefaultsUpon Senior Securities**





None.





**Item
      4. Submissionof Matters to a Vote of Security
      Holders**





None.





**Item
      5. OtherInformation**





None.





**Item
      6. Exhibitsand Reports on Form 8-K**





**Exhibits**





The
      Exhibits listed in the Exhibit Index are incorporated herein by
      reference.


The
      Company did not file any reports on Form 8-K during the three months ended
      June
      30, 2005.





Exhibits





Exhibit
      31.1 - Certification of the CEO and CFO Pursuant to Rule 13a-14(a) under the
      Securities Exchange Act of 1934, as amended, as Adopted Pursuant to Section
      302
      of the Sarbanes-Oxley Act of 2002




Exhibit
      32.1 - Certification of the CEO and CFO Pursuant to 18 U.S.C. Section 1350,
      as
      Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002






Table
          of Contents




**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 hereunto
      duly authorized.




Telecomm
                Sales Network, Inc.August
                15, 2005
            By:
                /s/ William
                SarineWilliam
                Sarine President, Chief Executive Officer, Chief
              Financial
                Officer and Principal Accounting
                Officer








23