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, 2003

     [ ] 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 Number)
organization)


68 Skyview Terrace
Clifton, New Jersey                                        07013
(Address of principal                                 (Zip Code)
executive offices)


Issuer's telephone number, including area code:  (973) 523-0835

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 26, 2004, the aggregate market value of the Common Stock
held by non-affiliates of the Issuer (12,402,819 shares) was
approximately $868,000.  The number of shares outstanding of the Common
Stock ($.001 par value) of the Issuer as of the close of business on
March 26, 2004 was 24,954,944.

Documents Incorporated by Reference:  None

<PAGE>











TELCO-TECHNOLOGY, INC.

TABLE OF CONTENTS



PART I

                                                      Page

Item 1.        Description of Business                 3

Item 2.        Description of Property                 11

Item 3.        Legal Proceedings                       11

Item 4.        Submission of Matters to
               a Vote of Security-Holders              11


PART II

Item 5.        Market for Common Equity and
               Related Stockholder Matters             12

Item 6.        Management's Discussion and
               Analysis or Plan of Operation           13

Item 7.        Financial Statements                    14

Item 8.        Changes in and Disagreements
               with Accountants on Accounting
               and Financial Disclosure                14

Item 8A.       Controls and Procedures                 14


PART III

Item 9.        Directors, Executive Officers,
               Promoters and Control Persons;
               Compliance with  Section 16(a) of
               the Exchange Act                        15

Item 10.       Executive Compensation                  16

Item 11.       Security Ownership of Certain Beneficial
               Owners and Management
               and Related Stockholder Matters         17

Item 12.       Certain Relationships and
               Related Transactions                    17

Item 13.       Exhibits and Reports on Form 8-K        18

Item 14.       Principal Accountant Fees and Services  18

               Signatures                              20

<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.

     See "Busines of the Company" below for information on the
letter of intent to merge with a Hong Kong-based media company with
operations in Beijing, China.

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

<PAGE>

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 procedures and practices described in the following
generalized discussion are intended only to provide a background
against which the Company's business and its search for a business
opportunity may be evaluated.  There can be no assurance that the
procedures and practices described in the following generalized
discussion have or will apply in any particular instances to the
Company's business and its search for a business opportunity, including
the transaction contemplated by the letter of intent signed in
September 2003 to merger with a Hong Kong-based media company.

     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.
In September 2003, the Company signed a letter of intent to merge with
a Hong Kong-based media company with operations in Beijing, China.  The
terms and conditions of the transaction have not yet been finalized and
there can be no assurance that the Company will be able to complete
this transaction 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.

     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

<PAGE>

statistical data which would support the
perceived benefits of a  merger or acquisition transaction for the
owners of a business  opportunity.

     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.

     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.

     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

<PAGE>

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.

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

<PAGE>

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 of
approximately $359,000 and $570,000 in 2003 and 2002, respectively.  As
a result of the Company's recurring losses from operations and net
capital deficiency, the Company's independent auditor's report, dated
March 4,

<PAGE>

2004, for the year ended December 31, 2003, 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.


<PAGE>

     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.

<PAGE>

     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 business 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.

<PAGE>

     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 68 Skyview Terrace, Clifton, New Jersey 07013
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.

<PAGE>


PART II

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

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, 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

Year ended December 31, 2003:

     Jan. 1, 2003 to March 31, 2003     $0.05          $0.01
     April l, 2003 to June 30, 2003     $0.061         $0.008
     July 1, 2003 to Sept. 30, 2003     $0.165         $0.016
     Oct. 1, 2003 to Dec. 31, 2003      $0.195         $0.051

Holders

     As of March 26, 2004, there were approximately 230 record
holders of the Company's Common Stock.

Dividends

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

Recent Sales of Unregistered Securities

     In January 2003, the Company issued 3,000,000 shares to
Donalson Capital Corporation ("Donalson"), a company owned by Donald R.
McKelvey, which shares were valued at $105,000 for the payment of the
$85,000 owed under a consulting agreement with Donalson for 2002 and
$20,000 for the first two months of 2003.  In August 2003, the Company
issued 1,000,000 shares to Donalson Capital Corporation to reduce the
amount owed under said consulting agreement by $26,000.  All of such
shares were issued in reliance upon the exemption from registration
pursuant to Section 4(2) of the Securities Act of 1933, as amended, for
"transactions by the issuer not involving any public offering".

<PAGE>

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.

Results of Operations

     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.

     Management anticipates that it may be able to participate in
only one potential business venture, due primarily to the Company's
limited financing.  In September 2003, the Company signed a letter of
intent to merge with a Hong Kong-based media company with operations in
Beijing, China.  The terms and conditions of the transaction have not
yet been finalized and there can be no assurance that the Company will
be able to complete this transaction 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.

     The Company reported no revenue from operations for the years
ended December 31, 2003 and December 31, 2002.   The Company recognized
approximately $359,000 in general and administrative expenses for the
year ended December 31, 2003 compared to approximately $570,000 for the
year ended

<PAGE>

December 31, 2002.   For the year ended December 31, 2003
the Company had a net loss of approximately $359,000 compared to a net
loss of approximately $570,000 for the year ended December 31, 2002.

Liquidity and Capital Resources

     On December 31, 2003, the Company had a working capital deficit
of approximately $(216,000) and stockholders' deficit of approximately
$(216,000).  At December 31, 2003, the Company had approximately $1,000
in cash, total assets of approximately $1,000 and total liabilities of
approximately $217,000.

     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, 2003, 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.  As of
December 31, 2003, the Company is in default of this loan.  During the
quarter ended March 31, 2002, the Company loaned $35,000 to
ScreenPhone.net, Inc. ("ScreenPhone") in connection with a transaction
contemplated by a 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.

     As a result of the Company's recurring  losses from operations
and net capital deficiency, the Company's independent auditor's report,
dated March 4, 2004, for the year ended December 31, 2003, 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.


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.


Item 8A.  Controls and Procedures.

           The Company's Chief Executive Officer and Principal
Financial Officer has reviewed the Company's disclosure controls and
procedures as of the end of the period covered by this report. Based
upon this review, such officer believes that the Company's disclosure
controls and procedures are effective in timely alerting him to
material information required to be included in this report. There have
been no significant changes in internal control over financial
reporting that occurred during the fiscal year

<PAGE>

covered by this report
that have materially affected, or are reasonably likely to materially
affect, the Company's internal control over financial reporting.


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   58  Chairman of the Board,   1995
                         President, Treasurer
                         and Director

Robert W. McKelvey   46  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, all Section 16(a) filing requirements applicable to its
officers, directors and greater than 10% beneficial owners were
complied with during or with respect to the year ended December 31,
2003, except that Donald R. McKelvey filed one report late relating to
one transaction.

<PAGE>

Code of Ethics

     The Company's Board of Directors has been considering adoption
of a Code of Ethics to be applicable to its Chief Executive Officer and
senior financial executives. The Code of Ethics will be designed to
deter wrong-doing and promote honest and ethical behavior, full, fair,
timely, accurate and understandable disclosure, and compliance with
applicable laws. The Board anticipates it will adopt the Code of Ethics
during the current fiscal year. Following adoption, a copy of the Code
of Ethics will be provided to any person without charge upon written
request to the Secretary of the Company at its executive offices, 68
Skyview Terrace, Clifton, New Jersey 07013.

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, 2003, 2002
and 2001, of those persons who were, at December 31, 2003 (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       2003      $0        $0
 Chairman of the Board   2002      $0        $0
  And President          2001      $0        $0


                    Long-Term
                    Compensation

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


Donald R. McKelvey       2003      $131,000  $      0
 Chairman of the Board   2002      $      0  $ 35,000(2)
  and President          2001      $120,000  $      0



(1) In November 2001 and December 2001, the Company issued 1,000,000
and 1,000,000 shares, respectively, to Donalson Capital Corporation
("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.  In January 2003 and August 2003, the
Company issued 3,000,000 and 1,000,000 shares, respectively, to
Donalson which shares were valued at $131,000 in the aggregate in
payment of certain consulting fees for a portion of 2002 and 2003.  Mr.
McKelvey is the sole officer, director and stockholder of Donalson.
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 cash payments made in 2002 to Donalson for
consulting fees of $35,000.

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.

<PAGE>

Item 11.  Security Ownership of Certain Beneficial Owners and
               Management and Related Stockholder Matters.

     The following table sets forth, as of March 26, 2004, (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 of    Percent
Title of Class  Name of Beneficial Owner  Beneficial Ownership    of Class



Common Stock   Donald R. McKelvey       12,552,125(1)       50.3%
Common Stock   Robert W. McKelvey             -   (2)        -

Common Stock   All Executive Officers
          and Directors as a Group      12,552,125          50.3%
_________________________

(1) Includes 5,012,500 shares held by Donald R. McKelvey and
7,539,625 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 68 Skyview
Terrace, Clifton, 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.  In August 2003, the Company issued
1,000,000 shares to Donalson valued $26,000 to reduce the amount owed
under said consulting agreement by $26,000, leaving a balance due of
$74,000 due to Donalson as of December 31, 2003.  In January 2004, the
Company issued 1,000,000 shares to Donalson valued at $18,000 which
shares were issued in partial payment of amounts still due as of
December 31, 2003 under the consulting agreement.

<PAGE>

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(2)
     31.1 Certification of Chief Executive Officer pursuant to
          Section 302 of the Sarbanes-Oxley Act of 2002 (Rules
          13a-14 and 15d-14 of the Exchange Act)
     31.2 Certification of Principal Financial Officer pursuant to
          Section 302 of the Sarbanes-Oxley Act of 2002 (Rules
          13a-14 and 15d-14 of the Exchange Act)
     32.2  Certification pursuant to Section 906 of the
           Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
___________________________
          (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.
          (2)  Filed as an exhibit to the Company's Annual Report on
Form 10-KSB for the year ended December 31, 2002.

     (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.  Principal Accountant Fees and Services.

     The following is a summary of the fees billed to us by the
principal accountants to the Company for professional services rendered
for the fiscal years ended December 31, 2003 and 2002:

                                        Fiscal 2003    Fiscal 2002
         Fee Category                        Fees           Fees

         Audit Fees                          $6,475    $7,075
         Audit Related Fees                  $0        $0
         Tax Fees                            $0        $0
         All Other Fees                      $0        $0

         Total Fees                          $6,475    $7,075

<PAGE>

     Audit Fees.  Consists of fees billed for professional  services
rendered for the audit  of  our   financial   statements  and  review
of  interim consolidated  financial  statements  included in quarterly
reports and services that  are  normally  provided  by the principal
accountants in  connection  with  statutory  and regulatory filings or
engagements.

     Audit Related Fees. Consists of fees billed for assurance and
related services that are reasonably related to the performance of the
audit or review of our consolidated financial statements and are not
reported under "Audit Fees".

     Tax Fees. Consists of fees billed for professional services for
tax compliance, tax advice and tax planning.  These services include
preparation of federal and state income tax returns.

     All Other  Fees.  Consists of fees for  product  and  services
other  than the services reported above.

     Pre-Approval Policies and Procedures

     Prior to engaging its accountants to perform a particular
service, the Company's Board of Directors obtains an estimate for the
service to be performed. All of the services described above were
approved by the Board of Directors in accordance with its procedures.

<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:    April 6, 2004


     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,        4/6/04
Donald R. McKelvey       President, Treasurer
                         and Director
                         (Principal Executive Officer
                         and Principal Accounting
                         and Financial Officer)

/s/ Robert W. McKelvey   Secretary and Director        4/6/04
Robert W. McKelvey


<PAGE>

                    INDEPENDENT AUDITORS' REPORT


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

We have audited the accompanying balance sheet of Telco-Technology,
Inc. as of December 31, 2003, and the related statements of expenses,
stockholders' deficit, and cash flows for the two years then ended.
These financial statements are the responsibility of Telco's
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 Telco as
of December 31, 2003 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 working capital deficiency, which raises
substantial doubt about Telco's ability to continue as a going
concern.  Management's 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


March 4, 2004

<PAGE>

<TABLE>
<CAPTION>

                             Telco-Technology, Inc.
                                 Balance Sheet
                               December 31, 2003


<S>                                                            <C>
   ASSETS

Cash                                                           $     1,418
                                                               ===========


 LIABILITIES & STOCKHOLDERS' DEFICIT

Current Liabilities
 Accounts payable                                             $    12,329
 Accrued expenses                                                  17,836
 Due to related party                                              74,000
Notes payable                                                     113,253
                                                               -----------
    Total Current Liabilities                                     217,418
                                                               -----------
Commitment

    STOCKHOLDERS' DEFICIT

Preferred stock, $.001 par, 20,000,000 shares
  authorized, none issued or outstanding
Common stock, $.001 par, 200,000,000 shares
  authorized, 22,954,944 shares issued and
  outstanding                                                      22,955
Paid-in capital                                                 3,772,386
Retained deficit                                               (4,011,341)
                                                               -----------
    Total Stockholders' Deficit                                (  216,000)
                                                               -----------
    Total Liabilities & Stockholders' Deficit                 $     1,418
                                                               ===========

</TABLE>

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


<TABLE>
<CAPTION>


                      Telco-Technology, Inc.
                      Statements Of Expenses
              Years Ended December 31, 2003 and 2002





                                                       2003        2002
                                                    ---------   ---------

<S>                                                 <C>          <C>
General & administrative                            $ 358,965    $ 569,986
                                                    ---------    ---------
Net loss                                            $(358,965)   $(569,986)
                                                    =========    =========

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

Weighted average common shares outstanding         19,337,444   12,281,402


</TABLE>

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

<PAGE>

<TABLE>
<CAPTION>

                       Telco-Technology, Inc.
                Statements Of Stockholders' Deficit
               Years Ended December 31, 2002 and 2003



                                                                        Retained
                                          Shares          Amount         Deficit               Totals
                                        ----------     ----------      -----------           --------

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

Shares issued for services               5,670,000        212,995                -            212,995

Shares issued for accounts
 payable                                 4,285,000        164,992                -            164,992

Net loss                                        -              -        (  358,965)          (358,965)
                                        ----------     ----------       -----------         ---------
Balances, December 31, 2003             22,954,944      3,795,341      $(4,011,341)         $(216,000)
                                        ==========                      ===========         =========
Less: par value                                          (22,955)
                                                      ----------
Paid-in capital                                       $3,772,386
                                                      ==========


</TABLE>

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

<PAGE>


<TABLE>
<CAPTION>

                       Telco-Technology, Inc.
                      Statements of Cash Flows
               Years Ended December 31, 2003 and 2002


                                                          2003                2002
                                                       ---------           ---------
<S>
CASH FLOWS FROM OPERATIONS                             <C>                 <C>
Net loss                                               $(358,965)          $(569,986)
Adjustments to reconcile net loss to
cash used in operating activities:
   Stock issued for services                             212,995             362,850
   Bad debt provision                                          -              25,000
 Changes in:
  Accounts payable                                         9,213               8,488
  Accrued expenses                                         7,876               9,960
  Due to a related party                                 120,000              85,000
                                                       ---------           ---------
  NET CASH USED IN OPERATING ACTIVITIES                 (  8,881)           ( 78,688)
                                                       ---------           ---------
CASH FLOWS FROM INVESTING ACTIVITIES
 Loans                                                        -             ( 35,000)
 Repayments of loans                                          -               10,000
                                                       ---------           ---------
  NET CASH USED IN INVESTING ACTIVITIES                        -            ( 25,000)
                                                       ---------           ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable                                    -             110,000
Sales of common stock                                          -               3,810
                                                       ---------           ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES                      -             113,810
                                                       ---------           ---------
NET CHANGE IN CASH                                      (  8,881)             10,122

CASH BEGINNING                                            10,299                 177
                                                       ---------           ---------
CASH ENDING                                            $   1,418           $  10,299
                                                       =========           =========

Non-Cash Disclosures:
 Stock issued to settle accounts payable               $ 164,992           $     533


</TABLE>

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

<PAGE>

            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.

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 Telco's 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 of $358,965 and $569,986 for the years ended
December 31, 2003 and December 31, 2002, respectively.  Telco also has
a net working capital deficit of $216,000 as of December 31, 2003.
These conditions create an uncertainty as to Telco'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 Telco is unable to continue as a going
concern.

<PAGE>

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. Telco deemed the note uncollectible and
wrote off the entire $35,000 in 2002.  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, and in 2003 was issued
4,000,000 shares of Telco stock valued at $131,000, leaving a balance
of $74,000 due to Donalson as of December 31, 2003.


NOTE 5 - 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, matured on February 15, 2004, and bear interest of 10
percent.  As of March 4, 2004, the notes are in default.

In March 2002, Telco issued promissory notes in the amount of $85,000.
The notes carried 6.75 percent interest and matured six months after
the date of issuance.  As of December 31, 2003, 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 carried 6.75 percent interest and matured six months after the
date of issuance.  As of December 31, 2003, Telco defaulted on this
note.

NOTE 6 - COMMON STOCK

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.

<PAGE>

In the year ending December 31, 2003, Telco issued 5,670,000 shares of
Telco common stock for services valued at $212,995.

In the year ending December 31, 2003, Telco issued 4,000,000 shares of
Telco common stock to Donalson to settle accounts payable of $131,000.

In the year ending December 31, 2003, Telco issued 285,000 shares of
Telco common stock to settle accounts payable of $33,992.

NOTE 7 - INCOME TAXES

          Deferred tax assets                 $ 349,000
          Less: valuation allowance            (349,000)
                                              ---------
          Net deferred taxes                  $       0
                                              =========

Telco has a net operating loss carryforward of approximately $1,100,000
as of December 31, 2003, which will expire in the years 2010 through 2023.


NOTE 8 - 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 Telco, who have substantial
discretion to determine which persons, amounts, time, price, exercise
terms, and restrictions, if any.

Effective April 1, 2003, Telco adopted a Consultant Stock Compensation
Plan whereby the Board of Directors may issue up to 6,000,000 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 Telco, who have substantial discretion to determine which
persons, amounts, time, price, exercise terms, and restrictions, if
any.  On December 1, 2003, the Board of Directors approved an amendment
to the Plan to increase the aggregate number of shares of Common Stock
issuable under the Plan from 6,000,000 to 12,000,000.


NOTE 9 - COMMITMENT

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


NOTE 10 - SUBSEQUENT EVENT

In January 2004, Telco issued 1,000,000 shares of common stock to
Donalson valued at $18,000 for payment of the $74,000 owed for the
consulting agreement. In January 2004, Telco issued 1,000,000 shares of
common stock valued at $18,000 for consulting services.