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, 2002

[ ] 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 7, 2003, the aggregate market value of the Common
Stock held by non-affiliates of the Issuer (6,417,819 shares) was
approximately $96,000.  The number of shares outstanding of the
Common Stock ($.001 par value) of the Issuer as of the close of
business on March 7, 2003 was 16,969,944.

Documents Incorporated by Reference:  None

<PAGE>

         Forward-Looking Statements

     This report contains certain forward-looking statements
and information relating to the Company that are based on the
beliefs and assumptions made by the Company's management as
well as information currently available to the management.
When used in this document, the words "anticipate", "believe",
"estimate", and "expect" and similar expressions, are intended
to identify forward-looking statements.  Such statements
reflect the current views of the Company with respect to future
events and are subject to certain risks, uncertainties and
assumptions.  Should one or more of these risks or
uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those
described herein as anticipated, believed, estimated or
expected.  Certain of these risks and uncertainties are
discussed in this report under the caption "Uncertainties and
Risk Factors" in  Part I, Item 1 "Description of Business".
The Company does not intend to update these forward-looking
statements.

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 and since then has
been seeking another business opportunity.  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.

Business of the Company

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

     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. No assurance can
be given, however, that 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 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 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 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
Securities and Exchange Act of 1934, as amended (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.

Research and Development

     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".

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
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's
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
$570,000 and $146,000 in 2002 and 2001, respectively.  As a
result of the Company's recurring  losses from operations and
net capital deficiency, the Company's independent auditor's
report, dated January 31, 2003, for the year ended December 31,
2002, 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 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 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.

     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 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.  Many of
the 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.

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.
                                 Bid Prices

Period                           High        Low

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

Year ended December 31, 2002:

Jan. 1, 2002 to March 31, 2002  $0.36        $0.03
April l, 2002 to June 30, 2002  $0.36        $0.16
July 1, 2002 to Sept. 30, 2002  $0.29        $0.08
Oct. 1, 2002 to Dec. 31, 2002   $0.19        $0.04

     (b)  Holders.

     As of March 7, 2003, 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.  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 and since then has been seeking
another business opportunity.

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's 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.

     On March 18,  2002, the Company entered  into a 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.  Subsequent to the end of the
first quarter of 2002, the parties agreed not to proceed with
the proposed business combination.  As a result, the Company
has resumed its search for a potential business or business
opportunity.  In May 2002, the Company entered into another
letter of intent to acquire an 80% ownership interest in an
internet appliance company. Negotiations have since ceased.
There can be no assurance that the Company will be able to
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.

Liquidity and Capital Resources

     On December 31, 2002, the Company had a working capital
deficit of approximately $(232,000), a deficit to debt ratio of
approximately (.96) to 1, and stockholders' deficit of
approximately $(235,000).  At December 31, 2002, the Company
had approximately $10,000 in cash, total assets of
approximately $10,000 and total liabilities of approximately
$245,000.

     During the quarter ended March 31, 2002, the Company
obtained loans from certain private parties
in the aggregate amount of $85,000.  All of such loans bear
interest at 6.75% and mature in six months after issuance.  As
of December 31, 2002, the Company is in default of these loans.
A 5% late fee totaling $4,250 has been accrued as a result of
the default.  In July 2002, the Company obtained another loan
in the amount of $25,000 from a certain private party.  The
loan bears interest at 6.75% and matures in six months after
issuance.  During the quarter ended March 31, 2002, the Company
loaned $35,000 to ScreenPhone in connection with the
transaction contemplated by the letter of intent entered into
with ScreenPhone.  As a result of the decision to not proceed
with the proposed business combination, the Company as of March
31, 2002 had deemed the note due from ScreenPhone as
uncollectible and had written the entire $35,000 off as of
March 31, 2002.  During the quarter ended June 30, 2002, the
Company collected $10,000 of the previously written off amount.

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.

                         Present Position    Has Served as
Name                 Age and Offices         Director Since

Donald R. McKelvey   57  Chairman of the Board,    1995
                         President, Treasurer
                         and Director

Robert W. McKelvey   45  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,
2002, all Section 16(a) filing requirements applicable to its
officers, directors and greater than 10% beneficial owners were
complied with.

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, 2002, 2001 and 2000, of those persons who
were, at December 31, 2002 (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):


                         Summary Compensation Table

                         Annual
                         Compensation


Name and Principal     Fiscal
Position               Year        Salary         Bonus

Donald R. McKelvey     2002           $0        $0
Chairman of the Board  2001           $0        $0
and President          2000           $0        $0

                         Long-Term
                         Compensation

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

Donald R. McKelvey      2002        $       0    $  35,000(2)
Chairman of the Board   2001        $ 120,000    $       0(2)
and President           2000        $  20,000    $ 133,105(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.   Does not include 3,000,000 shares  issued to
     Donalson in January 2003 which shares were valued at
     $105,000 in payment of certain consulting fees for a
     portion of 2002 and 2003 (See  Part III, Item 12).
     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 2000 and 2002 to
     Donalson for consulting fees of $20,000 and $35,000,
     respectively, (ii) 7.50% per annum imputed interest in
     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 7, 2003, (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.

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

Common Stock   Donald R. McKelvey     10,552,125(1)    62.2%
Common Stock   Robert W. McKelvey           -   (2)

Common Stock   All Executive Officers
               and Directors
               as a Group             10,552,125       62.2%


(1)  Includes 5,012,500 shares held by Donald R. McKelvey and
     5,539,625 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 Robert W. 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.  On February 15,
2002, the Company and Donalson agreed to extend the term of the
Consulting Agreement on a month-to-month basis effective
January 1, 2002.

     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.   During 2002, Donalson was paid
$35,000 in cash, leaving a balance of $85,000 due under the
consulting agreement as of December 31, 2002.  In January 2003,
the Company issued 3,000,000 shares to Donalson which shares
were valued at $105,000 for the payment of the $85,000 owed
under the consulting agreement for 2002 and $20,000 for the
first two months of 2003.

     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 Amendment (Delaware) (filed
          January 8, 2003)
               3.5  Certificate of Merger (Delaware)(1)
               3.6  Articles of Merger (Nevada)(1)
               3.7  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)
               10.2 Acquisition and Stock Transfer Agreement by and
          among the Company, Robert Powell, Sr. and Total
          Technology, Inc.(1)
               10.3 Extension Agreement with Donalson Capital
          Corporation
               99.1 Certification pursuant to U.S.C. Section 1350,
          as adopted pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2002
___________________________

     (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:

     None.


Item 14.  Controls and Procedures.

     The Company's Chief Executive Officer and Principal
Financial Officer has evaluated the effectiveness of the
Company's disclosure controls and procedures (as such term is
defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) as of a
date within 90 days prior to the filing date of this annual
report. Based on such evaluation, such officer has concluded
that the Company's disclosure controls and procedures are
effective in alerting him on a timely basis to material
information relating to the Company (including its consolidated
subsidiaries) required to be included in the Company's periodic
filings under the Exchange Act. There have not been any
significant changes in the Company's internal controls or in
other factors that could significantly affect such controls
subsequent to the date of this evaluation.



                     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 21, 2003


     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,        3/21/03
Donald R. McKelvey      President, Treasurer
                        and Director
                        (Principal Executive Officer
                        and Principal Accounting
                        and Financial Officer)

/s/ Robert W. McKelvey  Secretary and Director        3/21/03
Robert W. McKelvey




                CERTIFICATIONS

I, Donald R. McKelvey, certify that:

1.     I have reviewed this annual report on Form 10-KSB of Telco-
Technology, Inc.;

2.   Based on my knowledge,  this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements  made, in light of the  circumstances
under which such statements  were made, not misleading with respect to
the period covered by this annual report; and

3.   Based on my  knowledge,  the  financial  statements,  and
other  financial information  included  in this annual report,  fairly
present  in all material respects the financial  condition,  results
of operations and cash flows of the  registrant  as of, and for,  the
periods  presented  in this annual report;

4.   The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

     (a)  designed such disclosure controls and procedures to
ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly
report is being prepared;

     (b)  evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days prior
to the filing date of this annual report (the "Evaluation Date"); and

     (c)  presented in this annual report our conclusions about
the effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):

     (a)  all significant deficiencies in the design or operation
of internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and

     (b)  any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and

6.   The registrant's other certifying officers and I have indicted
in this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.


Date: March 21, 2003          /s/ Donald R. McKelvey
                             Donald R. McKelvey,
                             Chairman of the Board and President
                             (Principal Executive Officer)



I, Donald R. McKelvey, certify that:

1.    I have reviewed this annual report on Form 10-KSB of Telco-
Technology, Inc.;

2.   Based on my knowledge,  this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements  made, in light of the  circumstances
under which such statements  were made, not misleading with respect to
the period covered by this annual report; and

3.   Based on my  knowledge,  the  financial  statements,  and
other  financial information  included  in this annual report,  fairly
present  in all material respects the financial  condition,  results
of operations and cash flows of the  registrant  as of, and for,  the
periods  presented  in this annual report;

4.   The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:

     (a)  designed such disclosure controls and procedures to
ensure that material information relating to the registrant, including
its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly
report is being prepared;

     (b)  evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days prior
to the filing date of this annual report (the "Evaluation Date"); and

     (c)  presented in this annual report our conclusions about
the effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):

     (a)  all significant deficiencies in the design or operation
of internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data and
have identified for the registrant's auditors any material weaknesses
in internal controls; and

     (b)  any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and

6.   The registrant's other certifying officers and I have indicted
in this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.


Date:     March 21, 2003      /s/ Donald R. McKelvey
                             Donald R. McKelvey,
                             Principal Financial Officer



                   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, 2002, and the related
statements of expenses, stockholders deficit, and cash flows for
the two years then ended.  These financial statements are the
responsibility of Telcos management.  Our responsibility is to
express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with auditing standards
generally accepted in the United States of America.  Those
standards require that we plan and perform the audits 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 audits provide 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 as of December 31, 2002 and the results of its operations and
its cash flows for  the two years then ended in conformity with
accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared assuming
that Telco will continue as a going concern.  As discussed in
Note 2 to the financial statements, Telco 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.  Managements plans regarding those matters also are
described in Note 2.  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


January 31, 2003


<PAGE>


                     Telco-Technology, Inc.
                          Balance Sheet
                     As of December 31, 2002



   ASSETS

Cash                                                 $    10,299
                                                     -----------
    Total Assets                                     $    10,299
                                                     ===========


   LIABILITIES & STOCKHOLDERS DEFICIT

Current Liabilities
 Accounts payable                                   $    37,108
 Accrued expenses                                         9,960
 Current notes payable                                  110,000
 Due to a related party                                  85,000
                                                    -----------
    Total Current Liabilities                           242,068

Long term notes payable                                   3,253
                                                    -----------
   Total Liabilities                                    245,321
                                                    -----------

    STOCKHOLDERS DEFICIT

Preferred stock, $.001 par, 2,000,000 shares
  authorized, none issued or outstanding
Common stock, $.001 par, 13,000,000 shares
  authorized, 12,999,944 shares issued and
  outstanding                                             13,000
Paid-in capital                                        3,404,354
Retained deficit                                      (3,652,376)
                                                     -----------
    Total Stockholders Deficit                        (  235,022)
                                                     -----------
    Total Liabilities & Stockholders Deficit         $    10,299
                                                     ===========
See accompanying summary of accounting policies
and notes to financial statements.




<PAGE>

                     Telco-Technology, Inc.
                     Statements Of Expenses
         For the Years Ended December 31, 2002 and 2001





                                            2002        2001
                                         ---------   ---------

General & administrative                  $ 569,986    $ 146,441
                                          ---------    ---------
Net loss                                  $(569,986)   $(146,441)
                                          =========    =========

Basic and diluted net loss per common share   $(.05)       $(.02)

Weighted average common
  shares outstanding                     12,281,402    9,711,611


See accompanying summary of accounting policies
and notes to financial statements.

<PAGE>

                     Telco-Technology, Inc.
               Statements Of Stockholders Deficit
         For the Years Ended December 31, 2002 and 2001


                                                  Retained
                                Shares   Amount   Deficit     Totals
                            ---------- ---------- ----------- --------
Balances, December 31, 2000  9,369,944 3,120,281  (2,935,949)   184,332

Shares issued for cash         100,000    15,000                 15,000
Distribution of capital for
 a note receivable from
 the majority shareholder               (201,867)              (201,867)
Shares issued for payment
 of consulting agreement     2,000,000   120,000                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 3,050,161  (3,082,390)   ( 32,229)

Shares issued for services   1,525,000   362,850                 362,850
Shares issued for accounts
 payable                         5,000       533                     533
Contributions to capital                   3,810                   3,810
Net loss                                          (  569,986)   (569,986)
                            ---------- ---------- -----------  ---------
Balances, December 31, 2002 12,999,944 3,417,354 $(3,652,376)  $(235,022)
                            ==========           ===========   =========
Less: par value                         ( 13,000)
                                       ----------
Paid-in capital                       $3,404,354
                                       ==========


See accompanying summary of accounting policies
and notes to financial statements.

<PAGE>



                     Telco-Technology, Inc.
                    Statements of Cash Flows
         For the Years Ended December 31, 2002 and 2001


                                               2002      2001
                                            --------- ---------

CASH FLOWS FROM OPERATIONS
 Net loss                                   $(569,986)$(146,441)
 Adjustments to reconcile net loss to
  cash used by operating activities:
   Stock issued for services                  362,850   120,000
   Bad debt provision                          25,000
 Changes in:
  Prepaid expenses                                          200
  Accounts payable                              8,488    12,034
  Accrued expenses                              9,960
  Due to a related party                       85,000
                                            --------- ---------
  NET CASH USED BY OPERATING ACTIVITIES      ( 78,688) ( 14,207)
                                            --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
 Loans                                                 ( 35,000)
 Repayments of loans                           10,000
                                            ---------
  NET CASH USED BY INVESTING ACTIVITIES      ( 25,000)
                                            ---------

CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from notes payable                  110,000
 Contribution to capital                        3,810
 Sales of common stock                                   15,000
 Distribution to shareholder                           (  3,861)
                                            --------- ---------
  NET CASH PROVIDED BY FINANCING ACTIVITIES   113,810    11,139
                                            --------- ---------
  NET CHANGE IN CASH                           10,122  (  3,068)
                                            --------- ---------
  CASH BEGINNING                                  177     3,245
                                            --------- ---------
  CASH ENDING                               $  10,299 $     177
                                            ========= =========

Supplemental Disclosures:
 Interest paid                              $       0 $       0
 Income taxes paid                                  0         0

Non-Cash Disclosures:
 Stock issued to settle accounts payable    $     533


See accompanying summary of accounting policies
and notes to financial statements.



                     Telco-Technology, Inc.
                 Notes To Financial Statements


NOTE 1 - 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
officers 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.  The preparation of these financial statements
in conformity with accounting principles generally accepted in
the United States of America requires management to make
estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the period.
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.

Basic and diluted 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.

Reclassifications.  Certain prior year amounts have been
reclassified to conform with the current year presentation.

Recently adopted accounting pronouncements.  Telco does not
expect the adoption of recently issued accounting pronouncements
to have a significant impact on Telcos results of operations,
financial position or cash flow.


NOTE 2 - GOING CONCERN

As shown in the accompanying financial statements, Telco has
incurred recurring net losses and has a net deficit of $235,022
as of December 31, 2002.  These conditions create an uncertainty
as to Telcos 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 Telco is
unable to continue as a going concern.


NOTE 3 - NOTE RECEIVABLE & BAD DEBT PROVISION

In March 2002, Telco loaned $35,000 to Screenphone.net, Inc. in
connection with a possible merger of the two companies.  Merger
negotiations have since ceased. As of March 31, 2002, Telco had
deemed the note uncollectible and had written the entire $35,000
off.  In June 2002, Telco collected $10,000 of the previously
written off amount.


NOTE 4 - DUE A TO RELATED PARTY

Effective January 2002, Telco entered into a month-to-month
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.  Donalson was paid $35,000 in cash in
2002, leaving a balance of $85,000 due to Donalson as of December
31, 2002.


NOTE 5 - CURRENT NOTES PAYABLE

In March 2002, Telco issued promissory notes in the amount of
$85,000.  The notes bear 6.75 percent interest and mature six
months after the date of issuance.  As of December 31, 2002,
Telco defaulted on these notes.  A 5 percent late fee totaling
$4,250 has been accrued as a result of the default.

In July 2002, Telco issued a promissory note in the amount of
$25,000.  The note bears 6.75 percent interest and matures six
months after the date of issuance.


NOTE 6 - LONG TERM NOTES PAYABLE

In February 2000, the Maryland Division of Securities notified
Telco that it appeared to have violated Marylands 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 percent.  As of December 31, 2002, long term
notes payable totaled $3,253.


NOTE 7 - 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 $201,867 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.

In the year ending December 31, 2002, Telco issued 1,525,000
shares of Telco common stock for services valued at $362,850.

In the year ending December 31, 2002, Telco issued 5,000 shares
of Telco common stock to settle accounts payable of $533.

In the year ending December 31, 2002, the majority shareholder
contributed $3,810.


NOTE 8 - INCOME TAXES

          Deferred tax assets                $ 340,000
          Less: valuation allowance           (340,000)
                                             ---------
          Net deferred taxes                 $       0
                                             =========

Telco has a net operating loss carryforward of approximately
$1,000,000 as of December 31, 2002, which will expire in the
years 2010 through 2022.


NOTE 9 - 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.  1,525,000 shares were issued under the plan in 2002 and
none were issued in 2001.


NOTE 10 - COMMITMENT

Telco maintains its offices in the home of the president on an
oral month to month rent free basis.


NOTE 11 - SUBSEQUENT EVENT

Effective January 8, 2003, Telco increased the authorized shares
from 15,000,000 to 220,000,000.  Common stock will consist of
200,000,000 million authorized with a $.001 par value and
preferred stock will consist of 20,000,000 authorized with a
$.001 par value.

In January 2003, Telco issued 3,000,000 shares of common stock to
Donalson Corporation valued at $105,000 for payment of the
$85,000 owed for the consulting agreement and $20,000 for the
first two months of 2003.  In January 2003, Telco issued 770,000
shares of common stock valued at $32,450 to three consultants for
services.