SECURITIES AND EXCHANGE COMMISSION
           Washington, DC  20549

                FORM 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended DECEMBER 31, 2001

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934


       Commission file number 0-28887

            TELCO-TECHNOLOGY, INC.
(Name of Small Business Issuer in Its Charter)

Delaware                                        22-3328734
(State or other jurisdiction              (I.R.S. Employer
of incorporation or                         Identification
organization)                                      Number)

60 Bowers Lane
Closter, New Jersey                                  07624
(Address of principal                           (Zip Code)
executive offices)

Issuer's telephone number, including area code: (201) 768-2310

Securities registered under Section 12(b) of the Exchange Act:
None

Securities registered under Section 12(g) of the Exchange Act:
Common Stock ($.001 par value)

Check whether the Issuer: (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the
past 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

Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B  not contained in this
form, and no disclosure will be contained, to the best of
Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [  ]

State Issuer's revenues for its most recent fiscal year: $0

As of March 15, 2002, the aggregate market value of the Common
Stock held by non-affiliates of the Issuer (3,917,819 shares)
was approximately $1,410,000.  The number of shares outstanding
of the Common Stock ($.001 par value) of the Issuer as of the
close of business on March 15, 2002 was 11,469,944.

 Documents Incorporated by Reference:  None

<PAGE>

         Forward-Looking Statements

     This report contains certain forward-looking statements
that are based upon the beliefs and assumptions of, and
information available to, the management of the Company at the
time such statements are made.  Words such as "expects",
"anticipates", "intends", "plans", "believes", "seeks",
"estimates", or variations of such words and similar
expressions are intended to identify such forward-looking
statements.  The statements are not guarantees of future
performance and involve certain risks, uncertainties and
assumptions which are difficult to predict.  Therefore, actual
outcomes and results may differ materially from what is
expressed or forecasted in such forward-looking statements.
The Company undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new
information, future events or otherwise.

                   PART I

Item 1.        Description of Business.

General Development

     Telco-Technology, Inc. (the "Company")  was organized
under the laws of the State of Nevada on November 23, 1993
under the name Haycock Morrison Inc. ("Haycock").  In 1994,
Haycock completed the sale of certain shares of its Common
Stock pursuant to an exemption provided by Rule 504 of
Regulation D promulgated under the Securities Act of 1933, as
amended (the "Securities Act"). On January 27, 1995, Haycock
entered into an acquisition agreement with Telco Technology,
Inc., a Delaware corporation ("Telco").  Pursuant to the terms
of the acquisition, Haycock issued 5,000 shares of its Common
Stock which represented 60% of the then outstanding Common
Stock of Haycock.

     After giving effect to the above transaction, the
Company ceased all activities as Haycock and changed its name
to Telco-Technology, Inc.  The Company continued the business
operations then conducted by Telco of providing long distance
telephone services and computer networks for voice and data
transmissions which operations were primarily conducted in the
State of Massachusetts (the "Massachusetts Operations").  In
1998, the Company was reorganized as a Delaware corporation.
The Company continued such operations until June 1999.

     In June 1999, the Company sold the Massachusetts
Operations to a company affiliated with a former officer and
director of the Company in exchange for the return of 950,000
shares of Common Stock to the Company, and the assumption of
all liabilities of the Massachusetts Operations.  As part of
the agreement, the Company also agreed to forgive all officer
loans due from such individual  (which amounted to
approximately $118,000). As a result of the foregoing, the
Company  has no current business operations.  As such, the
Company can now be defined as a "shell" corporation, whose
principal business purpose at this time is to locate and
consummate a merger or acquisition with a private entity.
Because of the Company's current status, in the event the
Company does successfully acquire or merge with an operating
business opportunity, it is likely that the Company's present
shareholders will experience substantial dilution and there
will be a probable change in control of the Company.

     See Part II, Item 6 for information with regard to the
letter of intent signed in March 2002 to acquire all of the
issued and outstanding shares of capital stock of
ScreenPhone.net Inc., a Nevada corporation, in exchange for
shares of capital stock of the Company.

Business of the Company

     The Company has no current business operations and no
representation is made, nor is any intended,

<PAGE>

that the Company
will be able to carry on future business activities
successfully. Further, there can be no assurance that the
Company will have the ability to acquire or merge with an
operating business, business opportunity or property that will
be of material value to the Company.

     The Company has determined to initially limit its search
for a potential business or business opportunity to firms
involved or intending to be involved in the telecommunications
and/or internet industries.  In this regard, the Company will
not  restrict its search to any specific geographical location,
and the Company may participate in a business venture of
virtually any kind or nature.   In addition, the Company may
determine at a future date to seek a potential business or
business opportunity in another industry in the event the
Company does not consummate a transaction with a business or
business opportunity in the telecommunications and/or internet
industries.

     The discussion of the business under this caption is
purposefully general and not meant to be restrictive of the
Company's virtually unlimited discretion to search for and
enter into potential business opportunities.  In addition, it
should be noted that in March 2002 the Company entered into a
letter of intent to acquire all of the issued and outstanding
shares of capital stock of ScreenPhone.net Inc., a Nevada
corporation, in exchange for shares of capital stock of the
Company. No assurance can be given, however, that this or any
other transaction will in fact be consummated.

     Management anticipates that it may be able to
participate in only one potential business venture, due
primarily to the Company's limited financing.  This lack of
diversification should be considered a substantial risk to the
Company because it will not permit the Company to offset
potential losses from one venture against gains from another.

     The Company may seek a business opportunity in the form
of firms which have recently commenced operations, or which
wish to utilize the public marketplace in order to raise
additional capital in order to expand into new products or
markets, to develop a new product or service, or for other
corporate purposes.   In some instances, a business opportunity
may involve the acquisition or merger with a company which does
not need substantial additional cash but which desires to
establish a public trading market for its Common Stock.  A
company which seeks the Company's participation in attempting
to consolidate its operations through a merger, reorganization,
asset acquisition, or  some other form of combination may
desire to do so to avoid what it may deem to be adverse
consequences of undertaking a public offering itself.  Factors
considered may include time delays,  significant expense, loss
of  voting control and the inability or  unwillingness to
comply with various federal and state laws enacted for the
protection of investors.

     The Company anticipates that the selection of a business
opportunity in which to participate will be complex and
extremely  risky.  Because of general economic conditions,
rapid technological advances being made in some industries, and
shortages of available  capital, management believes that there
are numerous firms seeking even the limited additional capital
which the Company will have and/or the benefits of a publicly
traded corporation.  Such perceived benefits of a publicly
traded corporation may include facilities or improving the
terms on which additional equity financing may be sought,
providing liquidity for the principals of a business, creating
a means for providing incentive stock options  or similar
benefits to key employees, providing liquidity (subject  to
restrictions of applicable statutes) for all shareholders, and
other factors.  Potentially available business opportunities
may occur in many different industries and at various stages of
development, all  of  which  will  make  the  task of
comparative investigation and analysis of such business
opportunities extremely difficult and  complex.

     The Company has insufficient capital with  which to
provide the owners of business opportunities with any
significant  cash or other assets.  However, management
believes the Company  will offer owners of business
opportunities the opportunity to  acquire a controlling
ownership interest in a public company at substantially less
cost than is required to conduct an initial public offering.
The owners of the business

<PAGE>

opportunities will, however, incur
significant post-merger or acquisition registration  costs in
the event they wish to register a portion of their shares for
subsequent sale.  The Company will also incur significant legal
and accounting costs in connection with the acquisition of a
business opportunity including the costs of preparing Form 8-
K's, agreements and related reports and documents.
Nevertheless, management of the Company has not conducted
market research and is not aware of statistical data which
would support the perceived benefits of a  merger or
acquisition transaction for the owners of a business
opportunity.

Evaluation of Opportunities

     The analysis of new business opportunities will be
undertaken by or under the supervision of the Company's
Chairman of the Board, who is not a professional business
analyst. Management intends to concentrate on identifying
preliminary prospective business opportunities  which may be
brought to its attention through present contacts of the
Company's officers and directors, such as but not limited to
attorneys, accountants, financial advisors, bankers,
businessmen and others who work with businesses which may
desire to go public.  From time to time, such contacts may
refer their contacts, clients, acquaintances and others to the
Company.   In analyzing prospective business opportunities,
management will  consider such matters as the available
technical, financial, and  managerial resources; working
capital and other financial requirements; history or operation,
if any; prospects for the future; nature of present and
expected competition; the quality  and experience of management
services which may be available and the depth of that
management; the potential for further research, development, or
exploration; specific risk factors not now foreseeable but
which then may be anticipated to impact the proposed activities
of the Company; the potential for growth or  expansion; the
potential for profit; the perceived public recognition or
acceptance of products, services, or trades; name
identification; and other relevant factors.  Management of the
Company will meet personally with management and key personnel
of the firm sponsoring the business opportunity as part  of its
investigation.  To the extent possible, the Company  intends to
utilize written reports and personal investigation to evaluate
the above factors.

     It may be anticipated that any opportunity in which the
Company participates will present certain risks.  Many of these
risks cannot be adequately identified prior to selection of the
specific opportunity,  and  shareholders of the Company must,
therefore, depend on the ability of management to identify and
evaluate such risks. In the case of some of the opportunities
available to the Company, it may be anticipated that the
promoters thereof have been unable to develop a going concern
or that such business is in its development stage in that it
has not generated significant revenues from its principal
business activity prior to the  Company's participation, and
there is a risk, even after the Company's participation in the
activity and the related expenditure  of the Company's funds,
that the combined enterprises will still  be unable to become a
going concern or advance beyond the development stage.  Many of
the opportunities may involve new and untested products,
processes, or market strategies which may not succeed.  Such
risks will be assumed by the Company and, therefore, its
shareholders.

Acquisition of Opportunities

     In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity.  It may also
purchase  stock or assets of an existing business.  It should
be noted  that the Company likely has insufficient capital with
which to make any acquisitions.  Accordingly, in any of the
transactions  alluded to herein, it is likely that the
consideration utilized to make any acquisitions will consist of
equity securities.

     In the event that an acquisition is made utilizing
primarily equity securities (as is expected to be the case),
the  percentage ownership of present shareholders will be
diluted,  the extent of dilution depending upon the amount so
issued.  Persons acquiring shares in connection with any
acquisition of a business may

<PAGE>

obtain an amount of equity
securities sufficient to  control the Company.  In addition,
the Company's Directors may, as part of the terms of the
acquisition  transaction, resign and be replaced by new
directors without a  vote of the Company's shareholders.
Further, if the Company were  to issue substantial additional
securities in any acquisition,  such issuance might have an
adverse effect on the trading market  in the Company's
securities in  the future.

     It is anticipated that any securities issued in any such
reorganization would be issued in reliance on exemptions from
registration under applicable federal and state securities
laws.  In some circumstances, however, as a negotiated element
of this  transaction, the Company may agree to register such
securities  either at the time the transaction is consummated,
under certain conditions, or at specified times thereafter.
The  issuance  of  substantial additional securities and their
potential sale into any trading market in the Company's
securities  may have a depressive effect on such market.

     The Company intends to structure a merger or acquisition
in such a manner as to minimize Federal and State tax
consequences  to the Company and to any target company.  Under
Section 368 of  the Internal Revenue Code of 1986, as amended
(the "Code"), a statutory merger or consolidation is an exempt
transaction and may be tax-free if effected in accordance with
State law.  A tax-free  reorganization  may  require the
Company  to  issue  a  substantial number of its securities in
exchange for the securities  or assets of a target firm.
Accordingly, the proportional interests of the shareholders of
the Company prior to such transaction or reorganization may be
substantially less than the  proportional interest of such
shareholders in the reorganized entity.  Even if a merger or
consolidation is undertaken in accordance with the Code, there
is no assurance that Federal and State tax regulations will not
change in the foreseeable future  and result in the Company
incurring a significant tax liability.

     As part of the Company's investigation, management of
the Company intends to  meet personally with management and key
personnel, may visit and inspect material facilities, obtain
independent analysis or verification of certain information
provided, check references of management and key personnel, and
take other reasonable investigative measures, to the extent of
the Company's limited financial resources and management
expertise.

     The manner in which the Company participates in an
opportunity will depend on the nature of the opportunity, the
respective needs and desires of the Company and other parties,
the management of the opportunity, and the relative negotiating
strength of the Company and such other management.

     With respect to any mergers or acquisitions,
negotiations  with target company management will be expected
to focus on the  percentage of the Company which target company
shareholders would  acquire in exchange for their shareholdings
in the target company.  Depending upon, among other things, the
target company's assets and  liabilities, the Company's
shareholders will in all likelihood  hold a lesser percentage
ownership interest in the Company  following any merger or
acquisition.  The percentage ownership  may be subject to
significant reduction in the event the Company acquires a
target company with substantial assets.  Any merger or
acquisition effected by the Company can be expected to have a
significant dilutive effect on the percentage of shares held by
the Company's  shareholders.

     The Company will participate in a business opportunity
only after the negotiation and execution of appropriate written
agreements.  Although the terms of such agreements cannot be
predicted, generally such agreements will require specific
representations and warranties by all of the parties thereto,
will  specify certain events of default, will detail the terms
of  closing and the conditions which must be satisfied by each
of the  parties prior to such closing, will outline the manner
of bearing  costs if the transaction is not closed, will set
forth remedies on default, and will include miscellaneous other
terms.

     It is anticipated that the investigation of specific
business opportunities and the negotiation, drafting

<PAGE>


and execution  of relevant agreements, disclosure documents, and
other instruments  will require substantial management time and
attention and  substantial costs for accountants, attorneys,
and others.   If a decision is made not to participate in a
specific business  opportunity, the costs theretofore incurred
in the related investigation would not be recoverable.
Furthermore, even if an  agreement is reached for the
participation in a specific business  opportunity, the failure
to consummate that transaction may result in the loss to the
Company of the related costs incurred.

     Further, companies subject to Section 13 or 15(d) of the
Exchange Act must furnish certain information about significant
acquisitions, including certified financial statements for the
company or companies acquired covering at least two years.
Consequently, if targeted acquisition prospects do not have, or
are unable to obtain, the requisite certified financial
statements, such acquisitions by the Company would appear to be
inappropriate.

Competition

     The Company is aware that there are many other public
companies with only nominal assets that are also searching for
operating businesses and other business opportunities as
potential acquisition or merger candidates.  The Company will
be in direct competition with these other public companies in
its search for business opportunities.  In addition, the
Company expects to encounter substantial competition in its
efforts to attract business opportunities from business
development companies, venture capital partnerships and
corporations, venture capital affiliates of large industrial
and financial institutions, small business investment companies
and wealthy individuals.  Competition in the search for
business opportunities is principally based upon experience in
connection with identifying and effecting business
acquisitions, financial and personnel resources and technical
expertise.  Many of these entities have significantly greater
experience, financial and personnel resources, and managerial
and technical capabilities than the Company and in all
likelihood will be in a better position than the Company to
obtain access to attractive business opportunities.  In  view
of the Company's limited financial resources and personnel, the
Company will continue to be at a significant competitive
disadvantage in identifying possible business opportunities and
successfully completing a business combination.

     In the event the Company acquires or merges with a
business or business opportunity in the telecommunications
and/or internet industries, the Company will face significant
competition. The telecommunications and internet  industries
are highly  competitive.  It is anticipated that many of the
Company's potential competitors will have greater financial,
technical, operational, marketing and other  resources and
experience than the Company.  In addition, the
telecommunications and internet industries are typified by well
established and better financed companies with a long
established and highly recognized market presence.

     The markets in the telecommunications and internet
industries  can be significantly influenced by the marketing
and pricing decisions of larger industry participants and there
are limited barriers to entry in many of the telecommunications
and internet markets.  The Company expects competition in these
markets to intensify in the future.

     The telecommunications and internet industries are also
subject to rapid and significant changes in technology,
including frequent new service and product introductions,
evolving industry standards, and rapid obsolescence of
equipment.  Competition from the effect of technological
changes on the Company's operations, in the event  the Company
acquires or merges with a business or business opportunity in
the telecommunications or internet industries, cannot be
predicted and could have a material adverse effect on the
Company's future business, financial condition, and results of
operations.   Technological advancements, telecommunications
reform and the continuing commercialization of the internet
have all contributed to transforming the once traditional
telecommunications industry.  Well established long distance
companies,

<PAGE>

regional Bell operating companies, internet service
providers and cable companies are continuing to build, upgrade
and enter  many different markets in the telecommunications and
internet industries, which could materially impact the
Company's presence in any of the telecommunications and/or
internet industries.  In addition, in the future the Company's
most significant competitors may be new entrants to the
communications and information services industry.

Research and Development

     Prior to the Company becoming a "shell" corporation, the
Company did not spend any funds for research and development
during the last two fiscal years.

Regulation

     Although the Company is subject to regulation under the
Exchange Act, management believes the Company will not be
subject to regulation under the Investment Company Act of 1940,
insofar that the Company will not be engaged in the business of
investing or trading in securities.  Such Act defines an
"investment  company" as an issuer which is or holds itself out
as being engaged primarily in the business of investing,
reinvesting or trading of  securities.  Although management
believes that the Company will not be subject to regulation
under such Act insofar that the Company does not intend to
engage in such  activities, the Company has obtained no formal
determination as to the status of the Company under such Act.
The Company could be expected to incur significant
registration and compliance costs if required to register under
the Investment Company Act of 1940.  Accordingly, management
will continue to review the Company's activities from time to
time with a view toward reducing the likelihood the Company
could be classified as an "investment company".

     In the event the Company acquires or merges with a
business or business opportunity in the telecommunications
and/or internet industries, the Company expects that its
business will be subject to various regulations.  Generally,
the telecommunications industry is subject to the provisions of
the Telecommunications Act of 1996 and Federal Communication
Commission ("FCC") regulations thereunder, as well as
applicable laws and regulations of the various states
administered by the relevant state authorities.  Certain
aspects of the internet industry are also subject to the
Telecommunications Act of 1996 and regulations of the FCC.
There can be no assurance that the Company will be able to
comply with any such regulations. In addition, regulations may
be enacted in the future which may have a material adverse
effect on the business of the Company.

Employees

     As of the date hereof, and other than the services
provided by its Chairman and Donalson Capital Corporation, the
Company does not have any full or part time employees and has
no plans for retaining employees until such time as the
Company's business warrants the expense, or until the Company
successfully acquires or merges with an operating business. The
Company may find it necessary to periodically hire part-time
clerical help on an as-needed basis.

Uncertainties and Risk Factors

     In addition to other information and financial data set
forth elsewhere in this report, the following risk factors
should be considered carefully in evaluating the Company.

     NO CURRENT BUSINESS OPERATIONS; NON-ARM'S LENGTH
TRANSACTION.  In June 1999, the Company  sold its then current
business operations to Total Technology, Inc.,  a company
affiliated with Robert Powell, Sr., a former officer and
director of the Company,  in exchange for the return of 950,000

<PAGE>

shares of Common Stock to the Company, and the assumption of
all liabilities of such operations. As part of the agreement,
the Company also agreed to forgive all officer loans due from
such individual  (which amounted to approximately $118,000).
As a result, the Company  has no current business operations.
While management believes the agreement to sell the
Massachusetts Operations contains terms which generally are
comparable to those which have been reached in arm's-length
negotiations with unaffiliated parties, the agreement was
reached while Mr. Powell was managing the Massachusetts
Operations and therefore is not the result of arm's length
negotiations between independent parties.  Management believes,
however, that the transaction was completed on terms no less
favorable than would have been achieved with unaffiliated third
parties.  With no current business operations, the Company  can
now be defined as a "shell" corporation, whose principal
business purpose at this time is to locate and consummate a
merger or acquisition with a private entity.  There is no
assurance the Company's intended merger or acquisition
activities will be successful or result in revenue or profit to
the Company.  The likelihood of success of the Company must be
considered in light of the risks, expenses, difficulties and
delays frequently encountered in connection with the operation
and development of a new business.  There is nothing at this
time upon which to base an assumption that any business or
business opportunity the Company acquires will prove
successful, and there is no assurance that it will be able to
operate profitably.

     EXTREMELY LIMITED CAPITALIZATION.  The Company has
insufficient capital with which to make any significant asset
acquisitions.  Accordingly, in any of the transactions alluded
to herein, it is likely that the consideration utilized to make
any acquisitions will consist of equity securities.  In
addition,  inasmuch as the Company's capitalization is limited
and the issuance of additional Common Stock will result in a
dilution of  interest for present shareholders, it is unlikely
the Company will be capable of negotiating more than one merger
or acquisition.  Consequently, the Company's lack of
diversification  may  subject  the  Company to economic
fluctuation within a particular industry in which a target
company  conducts business.

     LACK OF PROFITABILITY; CONTINUING LOSSES; AND DOUBTFUL
ABILITY TO CONTINUE AS A GOING CONCERN.  The Company has
incurred net losses from continuing operations of approximately
$146,000 and $171,000 in 2001 and 2000, respectively.  As a
result of the Company's recurring  losses from operations and
net capital deficiency, the Company's independent auditor's
report, dated February 15, 2002, for the year ended December
31, 2001, states that these conditions raise substantial doubt
about the Company's ability to continue as a going concern.
With the sale of the Massachusetts Operations in June 1999, the
Company's only operating division, the Company has no current
operations.  Since then, the Company has been focusing on other
business opportunities in its attempt to locate and consummate
a merger or acquisition with a private entity.  There can be no
assurance, however, that the Company will be able to acquire
any business or business opportunity or that any business or
business opportunity the Company acquires will prove successful
or  will be able to operate profitably.

     COMPETITION FOR BUSINESS OPPORTUNITIES.  The Company is
aware that there are many other public companies with only
nominal assets that are also searching for operating businesses
and other business opportunities as potential acquisition or
merger candidates.  The Company will be in direct competition
with these other public companies in its search for business
opportunities.  In addition, the Company expects to encounter
substantial competition in its efforts to attract business
opportunities from business development companies, venture
capital partnerships and corporations, venture capital
affiliates of large industrial and financial institutions,
small business investment companies and wealthy individuals.
Competition in the search for business opportunities is
principally based upon experience in connection with
identifying and effecting business acquisitions, financial and
personnel resources and technical expertise.  Many of these
entities have significantly greater experience, financial and
personnel resources, and managerial and technical capabilities
than the Company and in all likelihood will be in a better
position than the Company to obtain access to attractive
business opportunities.  In  view of the Company's limited
financial resources and personnel, the Company will continue to
be at a significant competitive disadvantage

<PAGE>

in identifying
possible business opportunities and successfully completing a
business combination.

     LACK OF MARKET RESEARCH OR IDENTIFICATION OF ACQUISITION
OR MERGER CANDIDATE.  The Company has neither conducted nor
have others made available to it results of market research
concerning the availability of potential business
opportunities.  Therefore, management has no assurance that
market demand exists for a merger or acquisition as
contemplated by the Company. Although the Company has
determined to initially limit its search for a potential
business or business opportunity to firms involved or intending
to be involved in the telecommunications and/or internet
industries, there is no assurance the Company will be able  to
acquire a business opportunity on terms favorable to the
Company.

     CONFLICTS OF INTEREST - POSSIBLE NEGOTIATION OR
OTHERWISE GRANT OF CONSENT BY MANAGEMENT TO PURCHASE OF
MANAGEMENT'S COMMON STOCK.  As a condition to or in connection
with a proposed merger or acquisition transaction, management
may actively negotiate or otherwise consent to the purchase of
all or a portion of  its shares of Common Stock.  In connection
with any such stock purchase transaction, it is possible that a
premium may be paid for management's shares of Common Stock and
that the other shareholders in the Company may not receive any
portion  thereof in the event such premium may be paid.  Any
transaction structured in such manner may present management
with conflicts of interest and as a result of such conflicts,
may possibly compromise management's fiduciary duties to the
Company's shareholders, as the potential would therefore exist
for management to consider its own personal pecuniary benefit
rather than the best interests of the Company's other
shareholders.  In this regard, management and control
shareholders, if any, generally have a fiduciary obligation
under Delaware law to not effect transactions which are not in
good faith furtherance of rational corporate purposes or are
unfair to unaffiliated stockholders.    Further, the Company's
other shareholders may not be afforded an opportunity to
otherwise participate in any particular stock buy-out
transaction.  Additionally, in any such transaction, it is
possible, although not presently intended, that the Company may
borrow funds to be used directly or indirectly to purchase
management's shares.

     POSSIBLE CHANGE IN CONTROL AND MANAGEMENT.  The
successful completion of a merger or acquisition may result in
a  change of control of the Company.  Any such change in
control may  also result in the resignation or removal of the
Company's present management.

     REGULATION.   Although the Company is subject to
regulation under the Exchange Act, management believes the
Company will not be subject to regulation under the Investment
Company Act of 1940, insofar that the Company will not be
engaged in the business of investing or trading in securities.
Such Act defines an "investment  company" as an issuer which is
or holds itself out as being engaged primarily in the business
of investing, reinvesting or trading of  securities.  Although
management believes that the Company will not be subject to
regulation under such Act insofar that the Company does not
intend to engage in such  activities, the Company has obtained
no formal determination as to the status of the Company under
such Act.  The Company could be expected to incur significant
registration and compliance costs if required to register under
the Investment Company Act of 1940.  Accordingly, management
will continue to review the Company's activities from time to
time with a view toward reducing the likelihood the Company
could be classified as an "investment company".

     TAXATION.   In  the course of any acquisition or  merger
the Company may undertake, a substantial amount of attention
will be focused upon federal and state tax consequences to both
the Company and the "target" company.  Presently, under Section
368 of the Internal Revenue Code of 1986, as amended, a
statutory merger or consolidation is an exempt transaction and
may be tax-free if effected in accordance with State law.
While the Company expects to undertake any merger or
acquisition so as to minimize federal and state tax
consequences to both the Company and the "target" company,
there is no assurance that such business combination will meet
the statutory requirements of a reorganization or that the
parties will obtain the intended tax-free treatment upon a
transfer of stock or  assets. A nonqualifying reorganization
could result

<PAGE>

in the imposition of both federal and state taxes
which may have substantial adverse effect on the Company.

     LIMITATION ON LIABILITY OF DIRECTORS.  The  Company's
Certificate of Incorporation provides that a director of the
Company will not be personally liable to the Company or its
shareholders for monetary damages resulting from breaches of
his fiduciary duty of care as a director, including breaches
which  constitute gross negligence.  As a result, the rights of
the Company  and its shareholders to obtain monetary damages
for acts or omissions of directors will be more limited than
they would be  in the absence of such provision.  The provision
would not apply  to a violation of a director's responsibility
under the Federal securities laws.

     POSSIBLE USE OF DEBT FINANCING; DEBT OF AN ACQUIRED
BUSINESS.  There are currently no limitations relating to the
Company's ability to borrow funds to increase the amount of
capital available to the Company to effect a business
combination or otherwise finance the operations of an acquired
business.  The amount and nature of any borrowings by the
Company will depend on numerous considerations, including the
Company's capital requirements, the Company's perceived ability
to meet debt service on such borrowings, and then-prevailing
conditions in the financial markets, as well as general
economic conditions.  There can be no assurance that debt
financing, if required or otherwise sought, will be available
on terms deemed to be commercially acceptable and in the best
interest of the Company.  The inability of the Company to
borrow funds required to effect or facilitate a business
combination, or to provide funds for an additional infusion of
capital into an acquired business, may have a material adverse
effect on the Company's financial condition and future
prospects.  Additionally, to the extent that debt financing
ultimately proves to be available, any borrowings may subject
the Company to various risks traditionally associated with
incurring of  indebtedness, including the risks of interest
rate fluctuations and insufficiency of cash flow to pay
principal and interest.   Furthermore, an acquired business may
already have previously-incurred debt financing and, therefore,
the risks inherent thereto, as discussed above.

     COMPETITION IN THE TELECOMMUNICATIONS AND INTERNET
INDUSTRIES.  In the event the Company acquires or merges with a
business or business opportunity in the telecommunications
and/or internet industries, the Company will face significant
competition. The telecommunications and internet  industries
are highly  competitive.  It is anticipated that many of the
Company's potential competitors will have greater financial,
technical, operational, marketing and other  resources and
experience than the Company.  In addition, the
telecommunications and internet industries are typified by well
established and better financed companies with a long
established and highly recognized market presence.

     GOVERNMENT REGULATIONS IN THE TELECOMMUNICATIONS AND
INTERNET INDUSTRIES.  In the event the Company acquires or
merges with a business or business opportunity in the
telecommunications and/or internet industries, the Company
expects that its business will be subject to various
regulations.  Generally, the telecommunications industry is
subject to the provisions of the Telecommunications Act of 1996
and Federal Communication Commission ("FCC") regulations
thereunder, as well as applicable laws and regulations of the
various states administered by the relevant state authorities.
Certain aspects of the internet industry are also subject to
the Telecommunications Act of 1996 and regulations of the FCC.
There can be no assurance that the Company will be able to
comply with any such regulations. In addition, regulations may
be enacted in the future which may have a material adverse
effect on the business of the Company.

     CUMULATIVE VOTING AND PRE-EMPTIVE RIGHTS.  There are no
pre-emptive rights in connection with the Company's Common
Stock.  Therefore, current shareholders of the Company will be
in all likelihood significantly diluted in their percentage
ownership of the Company in  the event the Company issues
shares of stock in connection with  an acquisition of a
buisness or business opportunity.  Cumulative voting in the
election of directors is not  allowed.  Accordingly, the
holders of a majority of the shares  of  Common Stock, present
in person or by proxy, will be able to  elect all of the
Company's Board

<PAGE>

of Directors.

     DIVIDENDS.   At the present time the Company does not
anticipate paying dividends on its Common Stock in the
foreseeable future.  Any future dividends will depend on
earnings, if any, of the Company, its financial requirements
and  other  factors.

     POTENTIAL FUTURE SALES PURSUANT TO RULE 144.  Certain
shares of Common Stock presently held by management and others
are "restricted securities" as that term is defined in Rule
144, promulgated under the Securities Act.  Under Rule 144, a
person (or persons whose shares are aggregated) who has
satisfied a one-year holding period, may, under certain
circumstances sell within any three-month period a number of
shares which does not exceed the greater of 1% of the then
outstanding shares of Common Stock, or the average weekly
trading volume during the four calendar weeks prior to such
sale.  Rule 144 also permits, under certain circumstances, the
sale of shares without any quantity limitation by a person  who
is not an affiliate of the Company and who has satisfied a two-
year holding period.  Such holding periods have already been
satisfied in many instances.  Therefore, actual sales or the
prospect of sales of such shares under Rule 144 in the future
may depress the prices of the Company's securities.

     ISSUANCE OF SHARES IN MERGER OR ACQUISITION.  Any
acquisition effected by the Company may result in  the issuance
of additional Common Stock or Preferred Stock without
shareholder approval and may result in substantial dilution in
the percentage of the Company's securities held by the
Company's  then-shareholders.  Moreover, the Common Stock or
Preferred Stock issued in any such  merger or acquisition
transaction may be valued on an arbitrary or non arm's-length
basis by management of the Company, resulting in  an additional
reduction in the percentage of securities held by  the
Company's then-shareholders.

     PENNY STOCK RULES.  The Company's Common Stock is
covered by a Securities and Exchange Commission rule that
imposes additional sales practice requirements on
broker/dealers who sell such securities to persons other than
established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals
with net worth in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 jointly with their spouses). For
transactions covered by the rule, the broker/dealer must make a
special suitability determination for the purchaser and have
received the purchaser's written agreement to the transaction
prior to the sale. Consequently, the rule may  affect the
ability of shareholders in this offering to sell their shares
in the secondary market.  In addition, Securities and Exchange
Commission rules impose additional sales practice requirements
on broker/dealers who sell penny securities. These rules
require a  summary of certain essential items. The items
include the risk of investing in penny stocks in both public
offerings and secondary marketing; terms important to an
understanding of the function of the penny stock market, such
as "bid" and "offer" quotes, a dealers "spread" and
broker/dealer compensation; the broker/dealer compensation, the
broker/dealers duties to its customers, including the
disclosures required by any other penny stock disclosure rules;
the customers rights and remedies in cases of fraud in penny
stock transactions; and, the NASD's toll free telephone number
and the central number of the North American Securities
Administrators Association, for information on the disciplinary
history of broker/dealers and their associated persons.  The
additional burdens imposed upon broker/dealers by such
requirements may discourage broker/dealers from effecting
transactions in the Common Stock, which could severely limit
the market of the Company's Common Stock.

     RESTRICTIONS ON TRANSFERABILITY; LIMITED TRADING MARKET.
Only a limited trading market for the Common Stock currently
exists.  The market price of the Common Stock, which currently
is listed on the OTC Bulletin Board under the symbol TTXI, has,
in the past, fluctuated substantially over time and may in the
future be highly volatile.  In addition, the Company believes
that relatively few market makers make a market in the
Company's Common Stock.  The actions of any of these market
makers could substantially impact the volatility of the
Company's Common Stock.

<PAGE>

Item 2.        Description of Property.

     The Company currently maintains its offices in the home
of its Chairman located at 60 Bowers Lane, Closter, New Jersey
07624 pursuant to an oral agreement on a rent-free, month-to-
month basis.  It is contemplated that at such future time as an
acquisition or merger transaction may be completed, the Company
will secure commercial office space from which it will conduct
its business.  Until such an acquisition or merger, the Company
lacks any basis for determining the kinds of office space or
other facilities necessary for its future business.  The
Company has no current plans to secure such commercial office
space.  It is also possible that a merger or acquisition
candidate would have adequate existing facilities upon
completion of such a transaction, and the Company's principal
offices may be transferred to such existing facilities.

Item 3.        Legal Proceedings.

     Pursuant to a consent order (the "Consent Order")
negotiated with and signed in February 2002 by the Maryland
Securities Division, the Company effected and has completed a
rescission offering to 29 Maryland investors (the "Maryland
Investors") who purchased shares of the Company's Common Stock
during 1996 and 1997. The Maryland Securities Division had
indicated that the Company may have violated certain provisions
of the Maryland Securities Act and, as a result, the Company
agreed, without admitting or denying such allegations, to make
a rescission offering to such Maryland Investors.  In
connection with the results of such rescission offering, only
two Maryland Investors accepted the offer.  Pursuant to the
terms of the Consent Order, any Maryland Investor accepting the
rescission offering shall be issued a promissory note (in a
base amount equal  to the Maryland Investor's original
investment with interest, as adjusted for any shares sold by
such investor) maturing at the earlier of two years from the
date of the Consent Order or within 90 days after any
securities offering(s) raising the full amount of the
rescission funds.  Accordingly, the Company has issued
promissory notes in the aggregate principal amount of $3,253 to
the two Maryland Investors who accepted the rescission
offering. The Consent Order also provided for the payment of a
fine by the Company in the amount of $1,000 and that the
Company not offer or sell securities in or from Maryland for a
period of three years from the date of the Consent Order.

     There are no other material pending legal proceedings to
which the Company is a party or to which any of its property is
subject.

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

     No matter was submitted during the fourth quarter of the
fiscal year covered by this report to a vote of security
holders.




                  PART II

Item 5.        Market for Common Equity and Related
               Stockholder Matters.

     (a)  Market Information.

     The Company's Common Stock is presently being traded in
the over-the-counter market under the symbol "TTXI" and is
listed on the OTC Bulletin Board.  The following chart sets
forth the range of the high and low bid quotations for the
Company's Common Stock for each period indicated.  The
quotations represent prices between dealers and do not include
retail markups, markdowns, commissions or other adjustments and
may not represent actual transactions.

<PAGE>

                                         Bid Prices

Period                              High           Low

Year ended December 31, 2000:

Jan. 1, 2000 to March 31, 2000     $0.40          $0.08
April l, 2000 to June 30, 2000     $0.40          $0.10
July 1, 2000 to Sept. 30, 2000     $0.14          $0.06
Oct. 1, 2000 to Dec. 31, 2000      $0.08          $0.05

Year ended December 31, 2001:

Jan. 1, 2001 to March 31, 2001     $0.09          $0.02
April l, 2001 to June 30, 2001     $0.08          $0.02
July 1, 2001 to Sept. 30, 2001     $0.07          $0.04
Oct. 1, 2001 to Dec. 31, 2001      $0.09          $0.02

     (b)  Holders.

     As of March 15, 2002, there were approximately 230
record holders of the Company's Common Stock.

     (c)  Dividends.

     The Company has never declared any cash dividends on its
Common Stock and does not anticipate declaring cash dividends
in the foreseeable future.


Item 6.        Management's Discussion and Analysis or
               Plan of Operation.


     The following discussion should be read in conjunction
with the Financial Statements and Notes thereto (the "Financial
Statements") included in this report and is qualified in its
entirety by the foregoing.

Overview

     Telco-Technology, Inc. (the "Company")  was organized
under the laws of the State of Nevada on November 23, 1993
under the name Haycock Morrison Inc. ("Haycock").  In 1994,
Haycock completed the sale of certain shares of its Common
Stock pursuant to an exemption provided by Rule 504 of
Regulation D promulgated under the Securities Act of 1933, as
amended (the "Securities Act"). On January 27, 1995, Haycock
entered into an acquisition agreement with Telco Technology,
Inc., a Delaware corporation ("Telco").  Pursuant to the terms
of the acquisition, Haycock issued 5,000 shares of its Common
Stock which represented 60% of the then outstanding Common
Stock of Haycock.

     After giving effect to the above transaction, the
Company ceased all activities as Haycock and changed its name
to Telco-Technology, Inc.  The Company continued the business
operations then conducted by Telco of providing long distance
telephone services and computer networks for voice and data
transmissions which operations were primarily conducted in the
State of Massachusetts (the "Massachusetts Operations").  In
1998, the Company was reorganized as a Delaware corporation.
The Company continued such operations until June 1999.

<PAGE>

     In June 1999, the Company sold the Massachusetts
Operations to a company affiliated with a former officer and
director of the Company in exchange for the return of 950,000
shares of Common Stock to the Company, and the assumption of
all liabilities of the Massachusetts Operations.  As part of
the agreement, the Company also agreed to forgive all officer
loans due from such individual  (which amounted to
approximately $118,000).  As a result of the foregoing, the
Company  has no current business operations.  As such, the
Company can now be defined as a "shell" corporation, whose
principal business purpose at this time is to locate and
consummate a merger or acquisition with a private entity.

Plan of Operation

     In 1999, management decided that it would be in the best
interests of the Company and its stockholders to seek
additional business opportunities and sell the Massachusetts
Operations, its then sole business operations. As a result of
the sale of the  Massachusetts Operations which occurred in
June 1999, the Company  has no current business operations.  As
such, the Company can now be defined as a "shell" corporation,
whose principal business purpose at this time is to locate and
consummate a merger or acquisition with a private entity.  With
the sale of the Massachusetts Operations, Management has been
focusing on other business opportunities in its attempt to
locate and consummate such a merger or acquisition.  It should
be noted  that the Company likely has insufficient capital with
which to make any acquisitions.  Accordingly, in any of the
transactions to merge with or acquire a private entity, it is
likely that the consideration utilized to make any acquisitions
will consist of equity securities.

     The Company has determined to initially limit its search
for a potential business or business opportunity to firms
involved or intending to be involved in the telecommunications
and/or internet industries.  In this regard, the Company will
not  restrict its search to any specific geographical location,
and the Company may participate in a business venture of
virtually any kind or nature.   In addition, the Company may
determine at a future date to seek a potential business or
business opportunity in another industry in the event the
Company does not consummate a transaction with a business or
business opportunity in the telecommunications and/or internet
industries.

     On March 18,  2002, the Company entered  into a letter
of intent (the "Letter of Intent") to acquire all of the
outstanding shares of capital  stock  of ScreenPhone.net Inc.,
a Nevada corporation ("ScreenPhone")  in exchange for  shares
of Convertible Preferred Stock of the Company (the
"Acquisition").  As provided in the Letter of Intent, it is
expected that subsequent to the closing of the Acquisition,
the Company shall seek stockholder consent to a change of name
of the Company, an increase in the Company's authorization to
allow the shares of Preferred Stock contemplated to be issued
in the Acquisition to automatically convert into shares of the
Company's Common Stock and to approve a 1:10 reverse stock
split of the Company's Common Stock.  Thereupon, all of the
then issued and outstanding shares of the Company's Preferred
Stock will convert into shares of Common Stock, and pursuant to
the anticipated reverse stock split, each ten shares of Common
Stock held by the current stockholders of the Company will
convert into one share of the Company's Common Stock.

     Assuming completion of the Acquisition, the reverse
stock  split and the conversion of Preferred Stock into Common
Stock, the current ScreeenPhone stockholders are expected to
own approximately 80% of then outstanding shares of Common
Stock of the Company, and the Company's current stockholders,
together with investors in an anticipated private placement (as
discussed below) and less certain shares beneficially owned by
the Company's current Chairman anticipated to be redeemed in
connection with the closing of the Acquisition, are expected to
own approximately 20% of the then outstanding shares of Common
Stock of the Company.

     ScreenPhone is a development stage, privately held
company  incorporated  in  1997.  It  is a party to an
agreement with a major international consumer electronics
company which agreement grants

<PAGE>

ScreenPhone the exclusive U.S.
and Mexican marketing rights for a jointly developed Internet
appliance.

     The Acquisition  is  subject  to the negotiation and
execution  of a definitive Acquisition Agreement, and other
conditions including the completion of a private placement of
up to $500,000, and ScreenPhone restructuring  and extending
its arrangement with regard to the aforesaid marketing rights.
No assurance can be given that any of the foregoing can be
effected or that the Acquisition will be completed.

Liquidity and Capital Resources

     On December 31, 2001, the Company had a working capital
deficit of approximately $(29,000), a deficit to debt ratio of
approximately (.99) to 1, and stockholders' deficit of
approximately $(32,000).  At December 31, 2001, the Company had
approximately $200 in cash, total assets of approximately $200
and total liabilities of approximately $32,000. During the year
ended December 31, 2001, the Company reclassified as a
reduction of additional paid in capital a loan receivable from
an officer and majority shareholder of $198,006 as of December
31, 2000 due to the fact that it is not collectible.

     In January 2001, the Company in a private placement of
securities sold 100,000 shares of Common Stock at $.15 per
share to a then director of the Company for gross proceeds of
$15,000 for working capital.

     In addition, see "Plan of Operation" above for
information on the recently signed Letter of Intent and plans
to raise up to $500,000 in connection with the transactions
contemplated by the Letter of Intent.  In conjunction therewith
and in order to meet certain additional working capital needs
and operating expenses in the Company's efforts to effect the
proposed Acquisition as discussed above, the Company in March
2002 obtained short term loans in the aggregate principal
amount of $75,000 from two private parties.  There can be no
assurance  that the Company will be able to obtain additional
funding when needed, or that such funding, if available, can be
obtained on terms acceptable to the Company.  In addition,
there can be no assurance that the Company will be able to
complete the acquisition of ScreenPhone or acquire any other
business or business opportunity at all, or that any business
or business opportunity the Company acquires will prove
successful or will be able to operate profitably.

Item 7.        Financial Statements.

     See the Financial Statements annexed to this report.

Item 8.        Changes in and Disagreements with
               Accountants
               on Accounting and Financial Disclosure.

     Not applicable.


                  PART III

Item 9.   Directors, Executive Officers, Promoters and
          Control Persons; Compliance with Section 16(a)
          of  the Exchange Act.

     Set forth below are the present directors and executive
officers of the Company.  Directors are elected to serve until
the next annual meeting of shareholders and until their
successors have been elected and have qualified.  Officers are
appointed to serve until the meeting of the Board of Directors
following the next annual meeting of shareholders and until
their successors have been elected and qualified.  None of the
directors and officers is related to any other director or
officer of the Company except as otherwise set forth below.

<PAGE>

                         Present Position      Has Served as
Name                Age  and Offices           Director Since

Donald R. McKelvey  56   Chairman of the Board,  1995
                         President, Treasurer
                         and Director

Robert W. McKelvey  44   Secretary and Director  1999

     Set forth below are brief accounts of the business
experience during the past five years of each director and
executive officer of the Company and each significant employee
of the Company.

     DONALD R. McKELVEY has been a Director, Chairman of the
Board and Treasurer of the Company for more than the past five
years since January 1995 and also became its President in March
1999.  Mr. McKelvey is also the sole officer, director and
stockholder of Donalson Capital Corp., a company formed by Mr.
McKelvey in 1983,  which provides certain consulting services
to the Company.  Donald R. McKelvey is the brother of Robert W.
McKelvey.

     ROBERT W. McKELVEY has been a Director and Secretary of
the Company since March 1999.  Since December 1994, he has been
a Regional Manager of Legaledge Software which provides
computer software products to primarily corporate law
departments, law firms and government agencies.  From February
1987 to December 1994, he was employed by Positek, Inc., a
Philadelphia based software publisher, initially in the
position of a Regional Manager and then as Mid-Atlantic
District Manager.  Robert W. McKelvey is the brother of Donald
R. McKelvey.

Compliance with Section 16(a) of the Exchange Act

     Section 16(a) of the Securities Exchange Act of 1934
requires the Company's directors and executive officers, and
persons who own more than 10% of a registered class of the
Company's equity securities, to file with the Securities and
Exchange Commission initial reports of ownership and reports of
changes in ownership of Common Stock and other equity
securities of the Company.  Officers, directors and greater
than 10% stockholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, during the  year ended December 31,
2001, all Section 16(a) filing requirements applicable to its
officers, directors and greater than 10% beneficial owners were
complied with except that Donald R. McKelvey filed one report
late relating to one transaction and Thomas N. Fischetti (a
former officer and director of the Company) filed one report
late relating to one transaction.

Item 10.  Executive Compensation.

     The following summary compensation table sets forth
information concerning the annual and long-term compensation
for services in all capacities to the Company for the  years
ended December 31, 2001, 2000 and 1999, of those persons who
were, at December 31, 2001 (i) the chief executive officer and
(ii) the other most highly compensated executive officers of
the Company, whose annual base salary and bonus compensation
was in excess of $100,000 (the named executive officers):

<PAGE>


                      Summary Compensation Table

                           Annual
                           Compensation


Name and Principal         Fiscal
Position                   Year      Salary     Bonus

Donald R. McKelvey         2001       $0        $0
Chairman of the Board,     2000       $0        $0
and President              1999       $0        $0


                           Long-Term
                           Compensation

                                   Restricted
Name and Principal                 Stock        All Other
Position                   Year    Value(1)     Compensation

Donald R. McKelvey         2001    $120,000     $      0(2)
Chairman of the Board,     2000    $ 20,000     $133,105(2)
and President              1999    $      0     $ 95,812(2)

_____________________
     (1)  In December 2000, the Company issued 500,000 shares of
     Common Stock to Donalson Capital Corporation
     ("Donalson") in payment of consulting fees due to
     Donalson as of December 31, 2000.  Donalson agreed to
     accept such shares in full payment of the entire balance
     due to Donalson as of such date which was in the amount
     of $118,042 and that in the event the valuation which
     may be attributed to such shares does not equal the
     entire balance due than any difference shall be deemed
     waived and forgiven by Donalson. Of such amount, $98,042
     was deemed forgiven.  Mr. McKelvey is the sole officer,
     director and stockholder of Donalson.  In addition, In
     November 2001 and December 2001, the Company issued
     1,000,000 and 1,000,000 shares, respectively, to
     Donalson which shares were valued at $120,000 in the
     aggregate and were issued in full payment of the entire
     balance due to Donalson for the year ended December 31,
     2001.  Dollar values of awards  are based on the average
     of the bid and asked prices of the Company's Common
     Stock on the dates of grant.

     (2)  Consists of (i) cash payments made in  1999 and 2000 to
     Donalson Capital Corporation ("Donalson") for consulting
     fees of $80,000 and $20,000, respectively, (ii) 7.50%
     per annum imputed interest in 1999 and 2000 on the
     officers interest-free loans and (iii) $98,042 of cash
     compensation in 2000 which was not paid to Donalson but
     was forgiven as of December 31, 2000.  Does not include
     $198,006 loan receivable due the Company from Mr.
     McKelvey as of December 31, 2000 which in 2001 was
     reclassified as a reduction of additional paid in
     capital due to the fact that it is not collectible (See
     Part III, Item 12).

Compensation of Directors

     Since inception, no director has received any cash
compensation for his services as such.  In the past, directors
have been and will continue to be reimbursed for reasonable
expenses incurred on behalf of the Company.


Item 11.  Security Ownership of Certain Beneficial Owners
          and Management.

     The following table sets forth, as of March 15, 2002,
(i) the number of shares of Common Stock  owned of record or
beneficially, or both, by each person who owned of record, or
is known by the Company to have beneficially owned,
individually, or with his associates, more than 5% of such
shares then outstanding; (ii) the number of shares owned
beneficially by each Director of the Company and each executive
officer of the Company; and (iii) the number of shares owned
beneficially by all Directors and executive officers as a
group.  Except as otherwise indicated below, each of the
persons listed below has sole voting and investment power with
respect to his or her shares.

<PAGE>

<TABLE>
<CAPTION>


                                          Amount and Nature        Percent
Title of Class  Name of Beneficial Owner  of Beneficial Ownership  of Class

          <C>       <S>                         <S>                     <S>

Common Stock   Donald R. McKelvey          7,552,125(1)            65.8%
Common Stock   Robert W. McKelvey               -   (2)               -

Common Stock   All Executive Officers
               and Directors as a Group    7,552,125               65.8%

</TABLE>

(1)  Includes 5,012,500 shares held by Donald R. McKelvey and
     2,539,625 shares held by Donalson Capital Corporation
     ("Donalson").  Mr. McKelvey is the sole shareholder of
     Donalson and, by virtue of such ownership, Mr. McKelvey
     may be deemed the beneficial owner of the shares held by
     Donalson.  The  address for Mr. McKelvey is 60 Bowers
     Lane, Closter, New Jersey.

     (2)  The address for Mr. McKelvey is 126 Barley Road,
     Ivyland, Pennsylvania.


Item 12.  Certain Relationships and Related Transactions.

     In January 1999, the Company entered into a  three year
consulting agreement with Donalson Capital Corporation
("Donalson"), a company owned by Donald R. McKelvey, providing
for a monthly fee of $10,000 during the term. At December 31,
2000, a balance of $118,042 was owed to Donalson under the
agreement.  In connection with the balance due as of December
31, 2000, the Company issued 500,000 shares of Common Stock to
Donalson wherein Donalson agreed to accept such shares in full
payment of the entire balance due to Donalson as of such date
and that in the event the valuation which may be attributed to
such shares does not equal the entire balance due than any
difference shall be deemed waived and forgiven by Donalson.  In
connection therewith, such shares were valued at $20,000 and
$98,042 was deemed forgiven.  In November 2001 and December
2001, the Company issued 1,000,000 and 1,000,000 shares,
respectively, to Donalson which shares were valued at $120,000
in the aggregate and were issued in full payment of the entire
balance due to Donalson for the year ended December 31, 2001.

     At December 31, 2000, there were officer loans
outstanding to the Company in the amount of $198,006 due from
Donald R. McKelvey.  During the year ended December 31, 2001,
the Company reclassified as a reduction of additional paid in
capital the $198,006 loan receivable from Mr. McKelvey due to
the fact that it is not collectible.


Item 13.  Exhibits and Reports on Form 8-K.

     (a)  Exhibits.

     3.1  Certificate of Incorporation (Delaware)(1)
     3.2  Certificate of Amendment (Delaware) (filed
          October 19, 1994)(1)
     3.3  Certificate of Amendment (Delaware) (filed
          December 19, 1997)(1)
     3.4  Certificate of Merger (Delaware)(1)
     3.5  Articles of Merger (Nevada)(1)
     3.6  By-Laws(1)
     4.1  Specimen Certificate for shares of Common
          Stock(1)
     4.2  Agreement and Plan of Merger(1)
     10.1 Consulting Agreement with Donalson Capital
          Corporation(1)

<PAGE>

     10.2 Acquisition and Stock Transfer Agreement by and
          among the Company, Robert Powell, Sr. and Total
          Technology, Inc.(1)
     23.1 Consent of Malone & Bailey, PLLC
     23.2 Consent of Kempisty & Company, Certified Public
          Accountants, P.C.
___________________________

     (1)  Filed as an exhibit to the Company's
          Registration Statement on Form 10-SB filed on
          January  13, 2000, and incorporated by reference
          herein.

     (b)  Reports on Form 8-K.

     Listed below are reports on Form 8-K filed during the
last quarter of the period covered by this report:

     Form 8-K dated November 12, 2001 filed November 14,
     2001.  Items reported: 4, Change in Registrant's
     Certifying Accountant; 7, Exhibits.

     Amendment No. 1 to Form 8-K dated November 12, 2001
     which Amendment was filed November 20, 2001. Items
     reported: 4, Change in Registrant's Certifying
     Accountant; 7, Exhibits.

<PAGE>
                 SIGNATURES

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

                      TELCO-TECHNOLOGY, INC.
                      (Registrant)


                      By: /s/ Donald R. McKelvey
                      Donald R. McKelvey,
                      Chairman of the Board, President
                      and Treasurer


                      Dated:    March 27, 2002


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

Signature                  Title                            Date

/s/ Donald R. McKelvey     Chairman of the Board,           3/27/02
    Donald R. McKelvey     President, Treasurer
                           and Director
                           (Principal Executive Officer
                           and Principal Accounting
                           and Financial Officer)

/s/ Robert W. McKelvey     Secretary and Director           3/27/02
    Robert W. McKelvey

<PAGE>

                INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Telco-Technology, Inc.
Closter, New Jersey

We have audited the accompanying balance sheet of
Telco-Technology, Inc. as of December 31, 2001, and the related
statements of operations, stockholders' deficit, and cash flows
for the year then ended.  These financial statements are the
responsibility of the Company's management.  Our responsibility
is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with auditing standards
generally accepted in the United States.  Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of Telco-Technology, Inc. as of December 31, 2001 and
the results of its operations and its cash flows for
the year then ended in conformity with accounting principles
generally accepted in the United States.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.  As
discussed in Note B to the financial statements, the Company
has suffered recurring losses from operations and has a net
capital deficiency, which raises substantial doubt about its
ability to continue as a going concern.  Management's plans
regarding those matters also are described in Note B.  The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

MALONE & BAILEY, PLLC
www.malone-bailey.com
Houston, Texas


February 15, 2002

<PAGE>

                INDEPENDENT AUDITORS' REPORT


To the Board of Directors
 Telco-Technology, Inc.
Closter, New Jersey

We have audited the accompanying statements of operations,
stockholders' deficit, and cash flows of Telco-Technology, Inc.
for the year ended December 31, 2000.  These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with auditing standards
generally accepted in the United States.  Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures
in the financial statements.  An audit also includes assessing
the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the results of its
operations and its cash flows for the year ended December 31,
2000, in conformity with accounting principles generally
accepted in the United States.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern.  As
discussed in Note B to the financial statements, the Company
has suffered recurring losses from operations and has a net
capital deficiency, which raises substantial doubt about its
ability to continue as a going concern.  Management's plans
regarding those matters also are described in Note B.  The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

Kempisty & Company
Certified Public Accountants, P.C.
New York, New York


February 9, 2001

<PAGE>




<TABLE>

                     Telco-Technology, Inc.
                         Balance Sheet
                    As of December 31, 2001



   ASSETS

<S>                                                          <C>


Cash                                                           $       177
                                                               -----------
    Total Assets                                               $       177
                                                               ===========


 LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities
 Accounts payable                                            $      29,153
                                                               -----------
    Total Current Liabilities                                       29,153

Notes payable                                                        3,253
                                                               -----------
  Total Liabilities                                                 32,406


    STOCKHOLDERS' DEFICIT

Preferred stock, $.001 par, 2,000,000 shares
  authorized, none issued or outstanding
Common stock, $.001 par, 13,000,000 shares
  authorized, 11,469,944 shares issued and
  outstanding                                                       11,470
Paid-in capital                                                  3,038,691
Retained deficit                                                (3,082,390)
                                                               -----------
    Total Stockholders' Deficit                                 (   32,229)
                                                               -----------
    Total Liabilities & Stockholders' Deficit                $         177
                                                               ===========
</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                     Telco-Technology, Inc.
                    Statements Of Operations
         For the Years Ended December 31, 2001 and 2000





                                                    2001                2000
                                                  ---------           ---------
<S>                                               <C>                 <C>

General & administrative                          $ 146,441           $ 170,639
                                                  ---------           ---------
Net loss                                          $(146,441)          $(170,639)
                                                  =========           =========

Net loss per common share                             $(.02)              $(.02)

Weighted average common
  shares outstanding                              9,711,611           8,871,314



</TABLE>


<PAGE>


<TABLE>
<CAPTION>

                    Telco-Technology, Inc.
              Statements Of Stockholders' Deficit
         For the Years Ended December 31, 2001 and 2000


                                                      Additional
                                                        Paid in                Retained
                            Shares               Par    Capital                Deficit               Totals
                          ----------           ------ ----------             -----------            --------
<S>                       <C>                 <C>     <C>                    <C>                   <C>


Balances,
 December 31, 1999         8,869,944           $8,870 $2,975,369             $(2,765,310)           $218,929

Contribution to capital
 for rent owed to a
 related party                                                                    18,000              18,000
Shares issued in
 exchange for debt
 forgiveness                 500,000              500    117,542                                     118,042
Net loss                                                                      (  170,639)           (170,639)
                           ---------           ------ ----------             -----------            --------
Balances,
 December 31, 2000         9,369,944            9,370  3,110,911              (2,935,949)            184,332

Sale of shares               100,000              100     14,900                                      15,000
Distribution to capital
 of a note receivable
 from the majority
 shareholder                                            (201,867)                                   (201,867)
Shares issued for
 payment of consulting
 agreement                 2,000,000            2,000    118,000                                     120,000
Notes payable issued
 under rescission
 offering                                               (  3,253)                                   (  3,253)
Net loss                                                                      (  146,441)           (146,441)
                           ---------           ------ ----------             -----------            ---------
Balances,
 December 31, 2001        11,469,944          $11,470 $3,038,691             $(3,082,390)          $( 32,229)
                          ==========          ======= ==========             ===========           =========


</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                     Telco-Technology, Inc.
                    Statements of Cash Flows
         For the Years Ended December 31, 2001 and 2000


                                                          2001                2000
                                                       ---------           ---------
<C>                                                    <S>                 <S>


CASH FLOWS FROM OPERATIONS
Net deficit                                            $(146,441)          $(170,639)
Adjustments to reconcile net deficit to
cash provided by operating activities:
      Stock issued for consulting agreement              120,000
      Forgiveness of debt                                                    118,042
   Rent paid by contribution to capital                                       18,000
 Changes in:
    Prepaid expenses                                         200            (    200)
  Accounts payable                                        12,034            (    881)
  Due to related party                                                      (  8,042)
                                                       ---------             --------
NET CASH USED BY OPERATING ACTIVITIES                   ( 14,207)           ( 43,720)

CASH FLOWS FROM INVESTING ACTIVITIES
 Repayment of officer loan                                                    20,000

CASH FLOWS FROM FINANCING ACTIVITIES
Sales of common stock                                     15,000
Distribution to shareholder                             (  3,861)
                                                       ---------

      NET CASH PROVIDED BY FINANCING ACTIVITIES           11,139
                                                       ---------             -------
NET DECREASE IN CASH                                    (  3,068)           ( 23,720)
                                                       ---------             -------
CASH BEGINNING                                             3,245              26,965
                                                       ---------             -------
CASH ENDING                                            $     177           $   3,245
                                                       =========             =======

</TABLE>

<PAGE>


                     Telco-Technology, Inc.
                 Notes To Financial Statements


NOTE A - ACCOUNTING POLICIES

Nature of Business.  Haycock Morrison, Inc., ("Haycock") was
incorporated in Nevada in November 1993 to provide long
distance telephone services and computer networks for voice and
data transmissions.  On January 27, 1995, Haycock was acquired
by Telco-Technology, Inc. and subsequently changed its
name to Telco-Technology, Inc. ("Telco").  In 1998 Telco was
reorganized as a Delaware Corporation.

In June 1999, Telco sold its Massachusetts operation to a
company affiliated with a former officer and director of Telco
in exchange for the return of 950,000 shares of Telco stock and
the assumption of all liabilities of the Massachusetts
operation.  The agreement also included the cancellation of the
former officer's debt to Telco.

Cash and Cash Equivalents.  For purposes of the statements of
cash flows, Telco considers all highly liquid investments
purchased with an original maturity of three months or less to
be cash equivalents.

Use of Estimates.  In preparing financial statements,
management makes estimates and assumptions that affect the
reported amounts of assets and liabilities in the balance sheet
and revenue and expenses in the income statement.  Actual
results could differ from those estimates.

Revenue recognition.  Telco has no policy because it has no
revenues.

Income taxes.  Telco recognizes deferred tax assets and
liabilities based on differences between the financial
reporting and tax bases of assets and liabilities using the
enacted tax rates and laws that are expected to be in
effect when the differences are expected to be recovered.
Telco provides a valuation allowance for deferred tax assets
for which it does not consider realization of such assets to be
more likely than not.

Loss per share is reported under Statement No. 128 of the
Financial Accounting Standards Board ("FAS 128"), which
requires the calculation of basic and diluted earnings per
share.  There were no common stock equivalents to
calculate diluted earnings per share.


NOTE B - GOING CONCERN

As shown in the accompanying financial statements, the Company
has incurred recurring net losses and has a net deficit of
$152,456 as of December 31, 2001.  These conditions create an
uncertainty as to the Company's ability to continue as a going
concern.  Management is seeking merger opportunities.  The
financial statements do not include any adjustments that might
be necessary if the Company is unable to continue as a going
concern.

<PAGE>


NOTE C - DUE TO RELATED PARTY

In January 1999, Telco entered into a three year consulting
agreement with Donalson Capital Corporation ("Donalson"), a
company owned by the majority shareholder of Telco, which
provides for a $10,000 per month fee to be paid to Donalson for
consulting services.  As of December 31, 2001, the balance owed
to Donalson was $0.

The agreement expired on December 31, 2001 and is now on a
month to month basis for $10,000 per month.


NOTE D - COMMON STOCK

In January 2001, Telco sold 100,000 shares of common stock for
$.15 per share for a total value of $15,000.

In 2001, Telco reclassified as a reduction of additional paid
in capital, the $198,006 note receivable from the majority
shareholder as of December 31, 2000.

In November and December 2001, Telco issued 1,000,000 shares of
common stock for a total of 2,000,000 shares for payment of the
$120,000 of consulting services provided by Donalson in 2001.


NOTE E - INCOME TAXES

Deferred tax assets                        $ 270,207
Less: valuation allowance                   (270,207)
                                            ---------

Net deferred taxes                         $       0
                                           =========

Telco has a net operating loss carryforward of $794,726 as of
December 31, 2001 which will expire in the years 2010 through
2021.


NOTE F - NOTES PAYABLE

In February 2000, the Maryland Division of Securities notified
Telco that it appeared to have violated Maryland's securities
laws in relation to a private placement of securities in 1997.

On February 15, 2002, Telco agreed to a consent order with the
Maryland Securities Commission.  The consent order required
Telco to pay a fine of $1,000 and to distribute a rescission
offer to the 29 original investors in the private placement.
Of the 29 rescission offers distributed, two investors
accepted, but they had already sold their shares.

The consent order required that Telco issue notes payable to
the two investors that accepted the rescission offer.  Notes
were issued for the difference between the original purchase
price and the proceeds from the sale of their shares.  The face
value of the notes payable total $3,253, mature on February
15, 2004, and bear interest of 10%.  As of December 31, 2001,
notes payable totaled $3,253 and accrued interest totaled $0.

<PAGE>


NOTE G - CONSULTANT STOCK COMPENSATION PLAN

Effective December 1, 2000, Telco adopted a Consultant Stock
Compensation Plan (the "Plan") whereby the Board of Directors
may issue up to 2,500,000 shares of Telco common stock to
outside consultants or advisors of Telco.  Grants are made at
the Board of Directors' discretion, and are compensation for
services.  The plan issuances are administered by the Board of
Directors of the Company, who have substantial discretion to
determine which persons, amounts, time, price, exercise terms,
and restrictions, if any.  No shares were issued under the plan
during the year ending 2001.