U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB




[X]     QUARTERLY  REPORT  UNDER  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934  for  the  quarterly  period  ended  March  31,  2002

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934  for  the  transition  period  from  _______  to  _______

COMMISSION FILE NUMBER 333-62236

                          TELECOM COMMUNICATIONS, INC.
                          ----------------------------
        (Exact name of small business issuer as specified in its charter)


          Indiana                                   35-2089848
          -------                                   ----------
(State or other jurisdiction of            (IRS Employer identification
incorporation or organization)                         No.)


                     827 S. Broadway, Los Angeles, CA 90014
                     --------------------------------------
                    (Address of principal executive offices)

                                 (213) 489-3486
                                 --------------
                           (Issuer's telephone number)



Check whether the issuer (1) filed all reports required to be filed by Section13
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 [ ]

Number of shares of common stock outstanding as of
May 18, 2002: 10,000,000









ITEM 1. FINANCIAL STATEMENTS




                                       TELECOM COMMUNICATIONS, INC.
                                              BALANCE SHEETS
                            AT MARCH 31, 2002(UNAUDITED) AND SEPTEMBER 30, 2001

                                                                               
                                                                     (Unaudited)
                                                                    March 31, 2002    September 30, 2001
ASSETS
------------------------------------------------------------------

CURRENT ASSETS
------------------------------------------------------------------
  Cash in banks (Note 4) . . . . . . . . . . . . . . . . . . . . .  $        18,918  $            25,920
  Inventory (Note 5) . . . . . . . . . . . . . . . . . . . . . . .            4,000                4,000
  TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . . .           22,918               29,920
                                                                    ---------------  --------------------

PROPERTY AND EQUIPMENT, NET. . . . . . . . . . . . . . . . . . . .              -0-                  -0-
------------------------------------------------------------------
  TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . .  $        22,918  $            29,920
                                                                    ===============  ====================

LIABILITIES AND STOCKHOLDERS'EQUITY
------------------------------------------------------------------

CURRENT LIABILITIES
------------------------------------------------------------------
  Income taxes payable (Note 14) . . . . . . . . . . . . . . . . .  $         8,517  $            21,026
                                                                    ---------------  --------------------
  TOTAL CURRENT LIABILITIES. . . . . . . . . . . . . . . . . . . .            8,517               21,026
                                                                    ---------------  --------------------
STOCKHOLDERS' EQUITY (NOTE 15)
------------------------------------------------------------------
  Common stock ($.001 par value, 80,000,000 shares authorized:
   10,000,000 issued and outstanding). . . . . . . . . . . . . . .           10,000               10,000
  Preferred stock ($.001 par value, 20,000,000 shares authorized:
   none issued and outstanding). . . . . . . . . . . . . . . . . .              -0-                  -0-
  Additional paid-in-capital . . . . . . . . . . . . . . . . . . .              -0-                  -0-
  Retained earnings. . . . . . . . . . . . . . . . . . . . . . . .            4,401               (1,106)
  TOTAL STOCKHOLDERS' EQUITY . . . . . . . . . . . . . . . . . . .           14,401                8,894
                                                                    ---------------  --------------------
  TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY . . . . . . . . . . . . . . . . . . . . . .  $        22,918  $            29,920
                                                                    ===============  ====================








    The accompanying notes are an integral part of these financial statements





                                     TELECOM COMMUNICATIONS, INC.
                                 STATEMENTS OF OPERATIONS (UNAUDITED)
                      FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2002 AND 2000

                                                                          
                                Three Months      Three Months      Six Months        Six Months
                                Ended             Ended             Ended             Ended
                                March 31, 2002    March 31, 2001    March 31, 2002    March 31, 2001
INCOME (NOTE 2):
------------------------------
  Phone calls. . . . . . . . .  $        38,801   $        65,332   $        69,924   $        87,954
  Lotto tickets (net). . . . .            1,624             4,645             3,430             4,115
  Bus tokens . . . . . . . . .           97,258           128,191           195,451           240,934
  Bus passes . . . . . . . . .            1,573            22,372             3,657            37,579
  Checks cashed. . . . . . . .            2,569             2,863             4,064             5,113
  Money grams. . . . . . . . .            1,135             1,158             3,386             2,243
                                ----------------  ----------------  ----------------  ----------------
  TOTAL. . . . . . . . . . . .  $       142,960   $       224,561   $       279,912   $       377,938
                                ----------------  ----------------  ----------------  ----------------

COST OF GOODS SOLD
------------------------------
  Phone call costs . . . . . .           18,247            34,995            33,428            45,363
  Bus token costs. . . . . . .           88,540           127,437           177,985           225,404
  Bus pass costs . . . . . . .            1,501            21,674             3,499            36,045
  TOTAL COST OF SALES. . . . .          108,288           184,106           214,912           306,812
                                ----------------  ----------------  ----------------  ----------------
  GROSS PROFIT . . . . . . . .  $        34,672   $        40,455   $        65,000   $        71,126
                                ----------------  ----------------  ----------------  ----------------
OPERATING EXPENSES:
------------------------------
  General and administrative .  $        36,162   $        40,360            50,976            52,513
  TOTAL EXPENSES . . . . . . .           36,162            40,360            50,976            52,513
                                ----------------  ----------------  ----------------  ----------------

  OPERATING INCOME . . . . . .           (1,490)               95            14,024            18,613
                                ----------------  ----------------  ----------------  ----------------
  INCOME TAX (PROVISION)
  BENEFIT. . . . . . . . . . .           (4,747)             (818)           (8,517)           (2,661)
                                ----------------  ----------------  ----------------  ----------------
  NET INCOME . . . . . . . . .  $        (6,237)  $          (723)  $         5,507   $        15,952
                                ----------------  ----------------  ----------------  ----------------
  Net income per common share
  basic & fully diluted. . . .  $            **   $            **   $            **   $            **
                                ----------------  ----------------  ----------------  ----------------
  Weighted average common
  shares outstanding . . . . .       10,000,000        10,000,000        10,000,000        10,000,000
                                ----------------  ----------------  ----------------  ----------------

  **Less than $.01



    The accompanying notes are an integral part of these financial statements





                          TELECOM COMMUNICATIONS, INC.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
                FOR THE SIX MONTHS ENDED MARCH 31, 2002 AND 2001



                                                         
                                                        2002       2001
CASH FLOWS FROM OPERATING ACTIVITIES:
--------------------------------------------------
  Net income . . . . . . . . . . . . . . . . . . .  $  5,507   $ 15,952
  Adjustments to reconcile net income to net
  cash used in operating activities:
    Common stock issued for services . . . . . . .       -0-        -0-
    Increase (decrease) in operating liabilities:
      Accounts payable and accrued expenses. . . .   (12,509)     2,661
                                                    ---------  ---------
      NET CASH PROVIDED BY (USED IN)
      OPERATING ACTIVITIES . . . . . . . . . . . .    (7,002)    18,613
                                                    ---------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
--------------------------------------------------
  Shareholder distributions. . . . . . . . . . . .       -0-    (20,203)
                                                    ---------  ---------
      NET CASH USED IN FINANCING
      ACTIVITIES . . . . . . . . . . . . . . . . .       -0-    (20,203)
                                                    ---------  ---------
      NET INCREASE (DECREASE) IN
      CASH AND CASH EQUIVALENTS. . . . . . . . . .    (7,002)    (1,590)
                                                    ---------  ---------
CASH AND CASH EQUIVALENTS:
--------------------------------------------------
      Beginning of period. . . . . . . . . . . . .    25,920      2,443
                                                    ---------  ---------
      End of period. . . . . . . . . . . . . . . .  $ 18,918   $    853
                                                    ---------  ---------





    The accompanying notes are an integral part of these financial statements




                          TELECOM COMMUNICATIONS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           March 31, 2002 (UNAUDITED)


BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information  and  pursuant  to  the  rules  and  regulations  of  the
Securities  and Exchange Commission. Accordingly, they do not include all of the
information  and  footnotes required by generally accepted accounting principles
for  complete  financial  statements.

In  the  opinion  of  management, the unaudited condensed consolidated financial
statements  contain all adjustments consisting only of normal recurring accruals
considered necessary to present fairly the Company's financial position at March
31,  2002,  the  results of operations for the three and six month periods ended
March  31, 2002 and 2001, and cash flows for the six months ended March 31, 2002
and  2001.  The results for the period ended March 31, 2002, are not necessarily
indicative  of  the  results  to  be  expected for the entire fiscal year ending
September  30,  2002.

NOTE  1.  ABOUT  THE  COMPANY

Telecom  Communications  of America was founded as a sole proprietorship in 1995
by  Michelle  Hiromoto  with  the  assistants  and  management of her father Tak
Hiromoto.  The  purpose  of  the  company was to provide low cost access to long
distance  carriers  for individuals needing to call Latin and South America. The
company  operates on the Internet as opposed to using conventional long distance
carriers to facilitate lower costs that are passed on to the customers.  Many of
the  extra fees that are found in conventional long distance systems are avoided
this  way.  In addition the company also provides various services such as check
cashing,  money  wiring,  the  sale  of  bus tokens and passes, and tickets from
California  Lottery  known  as  Lotto.

NOTE  2.  REVENUE  RECOGNITION

SAB  101  identifies  basic  criteria  that must be met for revenue recognition.
There  must  be  the  following  items:

A.     Persuasive  evidence  of  an  arrangement  exists;

B.     Delivery  has  occurred  or  service  has  been  rendered.

C.     The  seller's  price  to  the  buyer  is  fixed  or  determinable;

D.     Collectability  is  reasonably  assured.

Except  for  check cashing, all transactions are done on a cash basis with fixed
prices  made clear to the buyer prior to the transaction.  All products are paid
for  immediately upon receipt or completion of phone calls.  All monies received
are  not refundable.  EITF 99-19 requires that sales recognized on a gross basis
be for an item or service where the merchant takes total risk for the product or
service  as  opposed  to  an  agent  relationship  wherein earnings are simply a
commission  received  as  a  representative who bears no risk.  Phone calls, Bus
Passes,  and  Tokens, are reported at gross while Lotto Tickets, Money Grams and
Check  Cashing  are  reported  at  net.  Checks  cashed  are  limited  to  local
individuals  known  by  the  owners  as  local  employees with two types of I.D.
required.  On  one  occasion  $5,000 worth of checks did bounce which were later
determined  to  be  counterfeit.

This  incident  was  isolated  and has not been repeated because of the controls
being  used.  For  this  reason  bad  checks are minimal.  All cashed checks are
deposited  the  same  evening  and  clear  the next day so there are no material
receivables.  There  is  a  fee  of  1.7%  of  the  amount  cashed.

NOTE  3.   ACCOUNTING  METHOD

The  company  uses  the  accrual  method  of  accounting.

NOTE  4.  BANKING  POLICY

Funds  are  kept  in  two  banks so no more than $100,000 is in any one account.

NOTE  5.   INVENTORY  VALUATION

The  average  inventories  on  any  given  day  are  as  follows:

          Bus  Passes             $   500
          Bus  Tokens               2,000
          Lotto  Scratcher          1,500
                                _________
          Total                   $ 4,000
                                 ========

NOTE  6.   RECEIVABLES

There  are  no  receivables  as  all  business  is  done  for cash.  See Note 2.

NOTE  7.   ASSETS

All  capitalized assets are fully depreciated while new ones are currently being
leased.

NOTE  8.   LIABILITIES

There  are no loans outstanding and no material payables other than income taxes
accrued.
See  Note  14.



NOTE  9.   LOANS  AND  LEASES

Although  no  loans  are  outstanding,  the  Company  does have a computer lease
requiring  a  monthly payment of $911.00.  This lease is good thru July 1, 2003.
Although  there  is a purchase option at the end of the lease for $3,600 this is
not  small enough to be considered a bargain purchase option which would require
lease  capitalization  Statement  No.  13  which  requires  capitalization  and
depreciation  of  certain  leases.  No capitalization of the lease will be done.
The  Company  is  also  leasing  its  occupancy  thru  December  31, 2003.  Both
obligations  are  broken  down  as  follows:

                         Computer  Lease

     Balance  on  07/01/2001  thru  09/30/2001          $      2,733
     Balance  on  10/01/2001  thru  09/30/2002                10,932
     Balance  on  10/01/2002  thru  07/01/2003                 8,199
                                                         ___________
     Total                                              $     21,864
                                                          ==========

                         Occupancy  Lease

     Balance  on  07/01/2001  thru  09/30/2001          $      5,400
     Balance  on  10/01/2001  thru  09/30/2002                22,300
     Balance  on  10/01/2002  thru  09/30/2003                23,500
     Balance  on  10/01/2003  thru  12/31/2003                 6,000
                                                         ___________
     Total                                              $     57,200
                                                          ==========

NOTE  10.   RELATED  PARTY  TRANSACTIONS

There  have  been  no  related  party  transactions.

NOTE  11.   LITIGATION

There  is  no  litigation  at  this  time  either  threatened  or  pending.

NOTE  12.   PRE-PAID  ITEMS  AND  DEPOSITS

There  are  no  large  deposits  on  any  assets  or  prepaid  insurance.

NOTE  13.   PAYROLL

Prior  to  incorporation  there  were no payrolls as ownership took draws as any
sole  proprietorship  does.  After  incorporation  the  officers will be paid as
professional,  independent  contractors.  Therefore,  there  are  no payroll tax
issues  to  be  concerned  about  at  this  time.


NOTE  14.   INCOME  TAX  PROVISION

Provision  for  income  taxes  is  based  on  corporate rates for both state and
federal  taxes.  Corporate  rates  are  used  for  the  statements  prior  to
incorporation  for  consistency.  The  rates  are  calculated  as  follows:
               Federal  rates:

          The  first  $50,000  @  15%  percent.
          The  next  $25,000   @  25%  percent.
          The  balance         @  35%  percent.

               State  rates:

          California  rate  of  9.3%.

NOTE  15.  INCORPORATION

On  December  21,  2000,  the Company was acquired by MAS Acquisition XXI  Corp.
Following  APB  No.  16, this type of  acquisition is commonly called a "reverse
merger" wherein the smaller private operating company, Telecom Communications of
America,  merges  into  a  non-operating  shell corporation, MAS Acquisition XXI
Corp.,  which  had  no  assets, resulting in the owner's/manager's, Tak Hiromoto
continuing  to  have  effective  operating  control of the new combined company,
Telecom Communications, Inc.  The shareholders of the former shell only continue
as  passive investors.  The accounting was accomplished by adjusting the balance
sheet  into  a  corporate style as opposed to a  sole proprietorship with simple
recognition  of  the assets and liabilities as they were in the former financial
statements of the sole proprietorship.  The equity section is adjusted by taking
all  owner's  capital  and  reclassifying it as Additional Paid in Capital.  The
Common  Stock issued is recognized at its par value of .001 as per the offering.
Ten  million  shares were issued totaling $10,000 but no cash was received.  The
offsetting  entry  is  to reduce Additional Paid in Capital by the $10,000.  The
financial  statements  presented  here  represent  the activities of the smaller
operating  company.

As  mentioned,  ten  million  shares have been issued at a par value of .001.  A
total  of 100 million shares are authorized with 80 million as common shares and
20  million  as  preferred.  The preferred stock will not be convertible so once
issued no dilution of Earnings per Share will be needed.  The company intends to
raise  additional  capital through the issuance of stock to enable it to expand.
Management  estimates that $50,000 is needed to move forward the first year.  Of
the  ten  million  shares  issued, nine million were issued to Tak Hiromoto.  He
then  transferred  one million shares to Herman Alexis & Co., Inc. for assisting
the  company.  The  remaining  one  million  shares are broken down with 977,500
owned  by  MAS Capital, Inc. and the remaining 22,400 owned by a large number of
small  investors.

NOTE  16.   FACILITATION  OF  MERGER

The  joining  of  the  companies  was  accomplished  by  an  introduction to MAS
Acquisition  XXI  Corp.  by  Herman Alexis & Co., Inc. to the Hiromotos. Neither
party  knew  each  other  before  this  introduction.

NOTE  17.   GOING  CONCERN

As  mentioned  in  Note  15,  management  estimates  that  $50,000  is needed to
effectively  expand  and  operate  the company for the first year.  Although the
company has operated successfully for seven years, ownership draws have produced
a  capital  deficiency that raises substantial doubt about the company's ability
to  continue  as  a  going concern.  The future is unpredictable.  The financial
statements  are  presented  on  the  going concern basis, which contemplates the
realization  of  assets  and satisfaction of liabilities in the normal course of
business.  The  company's  ability  to  continue  as  a  going  concern  must be
considered  in  light  of  the  problems, expenses, and complications frequently
encountered by entrance into established markets and the competitive environment
in  which the company operates.  The financial statements prepared here have not
been  adjusted  to  reflect  possible  future  events  and  their  effect on the
recoverability and classification of assets or the amounts and classification of
assets or the amounts and classification of liabilities that may result from the
possible  inability  of  the  company  to  continue  as  a  going  concern.

NOTE  18.   EARNINGS  PER  SHARE

The  company calculates net income or Earnings per Share as required by SFAS No.
128.  Earnings  per  share  are calculated by dividing net income by the average
number  of  outstanding shares.  No shares are convertible so dilution is not an
issue.

The  following  represents  the  calculation  of  earnings  per  share:

         For the three months ended     For the six months ended
            March 31,                    March 31,
BASIC  &  DILUTED*            2002          2001          2002          2001
------------------          ------          ----          ----          ----

Net  income              $  (6,237)     $  (723)          $  5,507     $ 15,952

Less- preferred stock dividends
                              --             --                --         --
                         -------------    ------------   ------------ ----------
Net  income              $  (6,237)     $  (723)          $  5,507     $ 15,952

Weighted average number
of common shares        10,000,000   10,000,000         10,000,000    10,000,000
                        -------------     ------------   ------------ ----------
Basic & diluted earnings per share
                         $     **       $     **          $     **     $   **
                          ========       ========          ========     ========

*There were no common stock equivalents for either period presented.
** Less than $.01





NOTE  19.   DEFERRED  TAXES

According  to  SFAS  109,  the  objectives of accounting for income taxes are to
recognize  (a)  the amount of taxes payable or refundable for a current year and
(b)  deferred  tax  liabilities  and  assets  for the future tax consequences of
events  that have been recognized in an enterprise's financial statements or tax
returns.  A  deferred  tax  liability  or  asset is recognized for the estimated
future  tax  effects  attributable  to temporary differences and carry forwards.
Measurements  of  current  and  deferred tax liabilities and assets are based on
provisions of the enacted tax law.  The effects of future changes in tax laws or
rates  are  not  anticipated.  If  a  tax  deferral  occurs,  the measurement of
deferred  tax assets is reduced, if necessary, by the amount of any tax benefits
that,  based  on  available  evidence, are not expected to be realized.  At this
time,  there are no such deferrals.  See Note 14 for calculations of current tax
year  liabilities  based  on  existing  rates.

NOTE  20.  SEGMENT  REPORTING

Currently  the  company reports only one segment on the financial statements, as
there  is  only  one  central location of business and not multiple locations or
departments.  SFAS  131 defines an operating segment, in part, as a component of
an  enterprise  whose  operating  results  are  regularly  reviewed by the chief
operating  decision  maker  to make decisions about resources to be allocated to
the  segment  and assess its performance.  The chief operating decision maker is
not  necessarily  a  single  person,  but is a function that may be performed by
several  persons.


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

With  the  exception of historical facts stated herein, the matters discussed in
this  report  are  "forward  looking"  statements  that  involve  risks  and
uncertainties  that  could  cause  actual  results  to  differ  materially  from
projected  results.  Such  "forward  looking"  statements  include,  but are not
necessarily  limited  to,  statements  regarding  anticipated  levels  of future
revenues and earnings from operations of the Company. Readers of this report are
cautioned  not  to put undue reliance on "forward looking" statements, which are
by  their  nature,  uncertain  as reliable indicators of future performance. The
Company  disclaims  any  intent  or obligation to publicly update these "forward
looking"  statements,  whether as a result of new information, future events, or
otherwise.

DESCRIPTION OF BUSINESS
-----------------------

Business Development
--------------------

Telecom  Communications Inc. was incorporated on January 6, 1997 in the State of
Indiana under the corporate name MAS Acquisition XXI Corp. Prior to December 21,
2000,  we  were  a  blank  check  company  seeking  a  business combination with
unidentified  business. On December 21, 2000, we acquired Telecom Communications
of  America  which  was  a  sole  proprietorship  doing business in Los Angeles,
California  since August 15, 1995 and changed our name to Telecom Communications
Inc.  In  connection  with this acquisition, Aaron Tsai, our former sole officer
and  director  was  replaced  by  Telecom Communications of America's owners and
associates.  We  issued 9,000,000 shares of our common stock or 90% of our total
outstanding  common  shares  after giving effect to the acquisition. MAS Capital
Inc.  returned  7,272,400  shares  of  common stock for cancellation without any
consideration.

Our  principal executive offices are located at 827 S. Broadway, Los Angeles, CA
90014.  Our  telephone  number  is  (213)  489-3486.

Overview
--------

Our  main  business  is to provide low cost telephone calls over the Internet to
individuals  and businesses.  Our services enable our customers to make low cost
telephone  calls over the Internet using the traditional telephone. In September
1999,  we  introduced a service that enables international and domestic calls to
be  made  over  the  Internet using traditional telephones.  Long distance calls
made  using  our  services  are  often  substantially  less  expensive than long
distance  calls  routed  over  traditional voice network. Following illustrate a
typical  cost  for  our customers.  In summary, our cost of 9.5 cents per minute
compared  with  17  cents  per  minute  using  traditional  phones  taking  in
considerations  for  the monthly basic service charges for the traditional phone
services.

Illustration:  (based on telephone services in our area)

Our cost per minute = 9.5
Traditional phone services cost per minute = 7 cents (without basic fees)

Assumptions:  Residential long distance charge for the month is $10.78
     for 154 minutes (domestic call).  Customer is using plans
     such as MCI 7 Cents anytime residential plan.

Additional costs for Traditional long distance charges:

  MCI 7 Cents anytime residential plan                        $ 6.95
  12% Federal Excise Tax                                        1.32
  40% State & Local Taxes                                       4.36
  .004% Federal, State & Local Surcharges                       0.04
  25% Federal Universal Service Fee                             2.61
  .23% CA High cost Fund-B Surcharges                           0.25
  .005% CA Universal Life Tel Service Surcharges                0.05
  .003% CA Relay Service and Communication Device Fund          0.03
  .006% CA 911 Local                                            0.07
--------------------                                        --------
                                      TOTAL                   $15.68

To  calculate  traditional  phone  cost,  we  took the traditional long distance
charges  for  the month of $10.78 plus the monthly fees of $15.68 and divide the
result  by  154  minutes  which  gives  17  cents  per  minute.

       $10.78 + $15.68 = $26.46 divided by 154 minutes = 17 cents.

In  this  illustration,  our customers would save 7.5 cents per minute using our
services.  The  basic  fees may very for different areas and we do not have that
information  at  this  time.  For International calls, you have a higher savings
due  to  higher  tariff  on  traditional  phone  calls.

We  intend  to  expand our business through acquisitions. Currently, we have one
telephone  calling  center  with  one server located in Los Angeles, California.

We  have  only  a  limited  operating  history  upon  which you can evaluate our
business  and  prospects.  We have achieved limited profitability, and expect to
continue to achieve limited profitability in the year 2001 and subsequent fiscal
periods. We will need to significantly increase our revenues in order to achieve
greater  profitability,  which  may  not  occur.  Even  if we do achieve greater
profitability,  we  may  be  unable  to  sustain  or increase profitability on a
quarterly  or  annual  basis  in  the  future.

Industry Background
-------------------

The  Internet  is  experiencing  unprecedented  growth  as  a  global medium for
communications  and  commerce.  Internet  telephony  has  emerged  as a low cost
alternative  to  traditional  long  distance calls. Internet telephone calls are
less  expensive  than traditional domestic and international long distance calls
primarily because these calls are carried over the Internet and therefore bypass
a  significant  portion  of  local and international long distance tariffs.  The
fees  and  tariffs  that  are  eliminated  for  our  services can be itemized as
follows:

      * Calling Plans Charge
      * Carrier Access Charge
      * Federal Excise Tax
      * State and local Tax
      * Federal, State and local surcharge
      * Federal Universal Service fee
      * California High Cost Fund-B surcharge
      * California Universal Lifeline Telephone Service surcharge
      * California Relay Service and Common Device fund
      * California 911 Local charge

The  technology  by  which  Internet  phone  calls  are  made  is  also  more
cost-effective  than the technology by which traditional long distance calls are
made.  The  growth  of  Internet  telephony has been limited to date due to poor
sound  quality  attributable  to  technological  issues such as delays in packet
transmission  and  network capacity limitations. However, recent improvements in
packet-switching  technology, new software algorithms and improved hardware have
substantially  reduced  delays  in  packet  transmissions.

Products and Services
---------------------

Presently,  we  have  one  telephone  calling  center  located  in  Los Angeles,
California.  This  center  has  6  phone  booths  each  with its own traditional
telephone  set,  table and chair.  Phone calls made from these booths are routed
through  our  computer  server  and Internet connection to a third party servers
which  provide  the  interconnection  to their established network which enables
telecommunications  over  Internet  Protocol  (IP)  data  networks  using  their
software,  hardware  and  related  components.  The  third  party providing this
service  is  Inter-Tel.net,  Inc. with whom Telecom has a contractual agreement.

We  do  not  rely solely on customers visiting our telephone calling center.  We
also  have  24  phone  lines  attached  to  our  server  which enables customers
accessing  our services using telephones away from our location by calling in to
our  telephone  calling  center  to be re-routed to our Internet connections. In
addition,  the following products and services are also offered at our telephone
calling  center:

     * Money wiring service
     * Check cashing
     * Sales of Lotto tickets
     * Automatic Telling Machine (ATM)
     * Faxing services
     * Sales of telephone cards

Business Strategies
-------------------

We  hope to grow rapidly through franchising our existing operations and through
acquisitions.   We  have not made any specific business plan for franchising our
existing  operations  and we have no prior experience in franchising. Currently,
we  do not have prospective franchisees or acquisition targets that are targeted
for  acquisitions.

Key elements of the company's business strategy are:

* Acquiring and consolidating geographically disparate and usually smaller
independent Internet Telephone Service Providers.

* Developing and offering additional value-added products and services to
customers.  For example, offering long distance international calls over the
Internet using cellular phones.

* Selling franchises of our telephone calling center concept throughout the West
Coast and in other areas of high concentration of immigrants.

* Building customer loyalty and gaining market share through brand recognition.

* Expansion of our sales and marketing operation.

Marketing Strategy
------------------

We currently market our products in several areas. Our marketing efforts include
newspaper  advertisements  and  advertisements  in  publications  that potential
customers  from  Latin  American  countries are likely to see. Other advertising
such as flyers targeting a particular market segment are developed to compliment
and  expand  the  impact  of  our  marketing  program.

Our  marketing  strategy for the future will consist of using medias designed to
reach  mass  audiences such as audio spot advertisements, video clips and banner
advertising  on  the  Internet  as  well as advertising targeted toward specific
markets  using  radio,  television  and  other  publications.

Competition
-----------

We  have  nearly two years of experience building and fine tuning Internet based
telephone  call  services  using  traditional  telephones  at  a  calling center
environment.  We believe we have the ability to deploy information technology at
a  faster rate and with fewer errors than new entrants into this field.  We have
basic  billing  capabilities  to  accommodate  the  more  complex  commercial
transactions  in  which  we  intend to engage in the future.  We already have in
place  network  management  tools  and  a  secure web site capable of taking new
account orders in real-time. With our billing package, we can bill customers for
their telephone calls at any interval that they desire. We can send out bills on
a  weekly,  bi-weekly or monthly basis.  Many Commercial transactions need to be
billed differently.  We use an internal billing system that was designed for our
telephony  system.  The transactions that we intend to bill for are charges that
would  normally appear on the telephone bill.  We will be offering long distance
telephone service to our commercial as well as our retail customers. We can bill
for  transactions  by  time  of  day, date, even charge a surcharge on holidays.

We  believe  our  competitive  strength  is  the ability to build a bridge for a
segment of the urban population to access Internet based telephone communication
services.  We also believe we can move faster than larger telephone companies in
identifying  and  taking  advantage  of  market  opportunities as Internet based
telephone  communication  services  continues  to  evolve  at  a  rapid  pace.

Long Distance Market
--------------------

The  long  distance  telephony market and, in particular, the Internet telephony
market,  is  highly  competitive.  There  are  several  large and numerous small
competitors  and  we  expect  to  face continuing competition based on price and
service  offerings  from  existing  competitors  and  new market entrants in the
future.  The  principal competitive factors in the market include price, quality
of  service,  breadth  of  geographic  presence,  customer service, reliability,
network  capacity and the availability of enhanced communications services.  Our
competitors  include  AT&T,  MCI  WorldCom,  Sprint,  Net2Phone  and  other
telecommunications  carriers.

Many  of  our  competitors  have  substantially greater financial, technical and
marketing  resources, larger customer bases, longer operating histories, greater
name  recognition  and  more  established  relationships in the industry than we
have.  As  a  result,  certain  of  these  competitors may be able to adopt more
aggressive  pricing  policies,  which  could  hinder  our  ability to market our
Internet  telephony  services.

Web-Based Internet Telephony Services
-------------------------------------

As  consumers  and  telecommunications  companies  have  grown to understand the
benefits  that  may  be  obtained  from  transmitting voice over the Internet, a
substantial number of companies have emerged to provide voice over the Internet.
In  addition, companies currently in related markets have begun to provide voice
over  the  Internet  services  or  adapt their products to enable voice over the
Internet  services.  These  related  companies  may potentially migrate into the
Internet  telephony  market as direct competitors or could become competitors if
we  move  towards  their current markets through our stated intention to grow by
acquisition.

Internet Telephony Service Providers
------------------------------------

During  the  past  several years, a number of companies have introduced services
that  make  Internet  telephony  services available to businesses and consumers.
AT&T  Jens  (a  Japanese affiliate of AT&T), deltathree.com (a subsidiary of RSL
Communications),  I-Link,  iBasis  (formerly  known  as  VIP  Calling),  ICG
Communications,  IPVoice.com,  ITXC  and  OzEmail  (which  was  acquired  by MCI
WorldCom)  provide  a range of voice over the Internet services. These companies
offer PC-to-phone or phone-to-phone services which could be adapted to provide a
similar  service  to the services we offer. Some, such as AT&T Jens and OzEmail,
offer  these  services  within  limited  geographic  areas.

Intellectual Property
---------------------

We  do  not  currently own or hold any patents, trademarks, licenses, franchises
concessions,  royalty  agreements  or  labor  contracts.

Government Regulation
---------------------

-     Regulation of Internet Access Service

We  provide  Internet  access,  in  part,  by  using telecommunications services
provided  by  carriers.  Terms,  conditions  and  prices  for telecommunications
service  are  subject to economic regulation by State and Federal agencies.  We,
as  an  Internet  Access  Provider, are not currently subject to direct economic
regulation  by  the  Federal  Communications  Commission  (FCC)  or  any  State
regulatory  body  other than the type and scope of regulation that is applicable
to  businesses  generally.

In  April  1998  the  FCC  reaffirmed  that  Internet Access Providers should be
classified  as unregulated "Information Service Providers" rather than regulated
"Telecommunication  Providers"  under the terms of the Federal Telecommunication
Act  of 1996.  As a result, we are not subject to Federal regulations that apply
to  telephone  companies  and  similar  carriers  simply  because we provide our
services using telecommunications service provided by a third party carrier.  To
date,  no  State  has  attempted  to exercise economic regulations over Internet
Access  Providers.

Governmental regulatory approaches and policies to Internet Access Providers and
others  that use the Internet to facilitate Data and Communication Transmissions
are continuing to develop and in the future we could be exposed to regulation by
the  FCC  or  other  Federal agencies or by State regulatory agencies or bodies.
For  example, the FCC has expressed an intention to consider whether to regulate
providers  of  voice and fax service that employ the Internet or Internet Packet
Switching  as  "Telecommunications Providers" even though Internet access itself
would  not  be  regulated.  The  FCC  is  also  considering whether providers of
Internet  based  telephone services should be required to contribute towards the
Universal  Service  Fund,  which  subsidizes telephone service for rural and low
income  consumers,  or  should  pay  carrier access charges on the same basis as
applicable  to  regulated  telecommunications  providers.  To the extent that we
engage  in  the provision of Internet or Internet Protocol base telephone or fax
service,  we  may  become subject to regulations promulgated by the FCC or State
with respect to such activities.  We cannot assure potential investors that such
regulations  would  not  adversely  affect our ability to offer certain enhanced
business  services  in  the  future.

-     Regulation of Internet Content

Due  to  the increase in popularity and use of the Internet by broad segments of
the  population  it  is  possible  that laws and regulations may be adopted with
respect  to  web  site  content, privacy pricing, encryption standards, consumer
protection,  electronic  commerce,  taxation,  copyright  infringement and other
intellectual  property  issues.  We cannot predict the effect, if any, that any
future  regulatory changes or developments may have on the demand for our access
or  enhanced  business  service.

Employees
---------

We believe that the success of our business will depend, in part, on our ability
to attract, retain and motivate highly qualified sales, technical and management
personnel, and upon the continued service of our senior management personnel. As
of  the  date  of  this  registration  statement,  we  have  two  full- time and
three-part  time  employees.  Two  full-time  employees  are  responsible  for
management and marketing, one part-time employee is responsible for book keeping
and sales, two other part-time employees are responsible for sales and other day
to  day  operations.  The three part-time employees are sons and daughter of Mr.
Tak  Hiromoto and Mrs. Elizabeth Hiromoto. We consider our employee relations to
be  good and we have never experienced any work stoppages. We can not assure you
that  we  will be able to successfully attract, retain and motivate a sufficient
number  of  qualified  personnel  to  conduct  our  business  in  the  future.

RESULTS  OF  OPERATIONS
-----------------------

Net  Income

The  Company had a net loss of $6,237 for the three months ended March 31, 2001,
versus  a net loss of $723 for the same period ended March 31, 2001, an increase
of $5,514. The change in net income for the period was primarily attributable to
a  decrease  in  gross  profit  $5,783  due to less revenues during the quarter.

The  Company  had  net income of $5,507 for the six months ended March 31, 2002,
versus  net  income  of  $15,952  for  the  same  period ended March 31, 2001, a
decrease  of  $10,445.  The  change  in  net income for the period was primarily
attributable  to  a  decrease in gross profit $6,126 due to less revenues during
the  quarter  and an increase in income taxes of $5,586 due to the Company's new
tax structure after its revocation of its S-corporation status with the Internal
Revenue  Service.

Sales

Revenues  were  $142,960  for  the  three  months  ended  March 31, 2001, versus
$224,561  for  the  three  months ended March 31, 2001, a decrease of $81,601 or
36%.  Revenues  were  $279,912  for  the six months ended March 31, 2002, versus
$377,938  for the six months ended March 31, 2001, a decrease of $98,026 or 26%.
The  decrease  in sales for both periods was primarily due to competitive prices
within  the  telecommunications  industry.  Gross  margins  remained  relatively
constant  for  both  periods.

Expenses

Total  expenses  were  $36,162 for the three months ended March 31, 2002, versus
$40,360 for the three months ending March 31, 2001, a decrease of $4,198 or 10%.
Total  expenses  for  the  six  months ended March 31, 2002 were $50,976, versus
$52,513 for the six months ended March 31, 2001, a decrease of $1,537 or 3%. The
Company realized a slight increase in its total expenses during fiscal year 2001
due to its effort to gain active trading status on the Over-the-Counter Bulletin
Board  (OTC  BB).

Liquidity  and  Capital  Resources

On  March  31,  2002,  the  Company  had  cash of $18,918 and working capital of
$14,401. This compares with cash of $853 and a working capital deficit of $1,820
at  March  31,  2001.  The increase in working capital was due to an increase in
cash  partially  offset  by  an  increase  in  income  taxes  payable.

Net  cash used in operating activities was $7,002 for the six months ended March
31,  2002  as compared with net cash provided by operating activities of $18,613
for  the  six  months ended March 31, 2001. The difference in 2002 was primarily
attributable  to  a decrease in net income of $10,445 and an increase of $15,170
in  income  taxes  payable  during  2002.

Cash  provided  by  financing  activities  totaled $-0- for the six months ended
December  31,  2001  as  compared  with net cash used in financing activities of
$20,203  for  the  six  months  ended  December 31, 2000. Cash used in financing
activities  during  2001  consisted  solely  of  shareholder  distributions.


PART II. OTHER INFORMATION
--------------------------
Item 1. Legal Proceedings

None.

Item 2. Changes in Securities

None.

Item 3. Defaults Upon Senior Securities

None.

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

None

Item 5. Other Information

During February 2002, the Company located a market maker to submit a filing with
the National Association of Security Dealers to quote the Company's common stock
on  the Over-the-Counter Bulletin Board. However, there can be no assurance that
a  market  will  be  established  or  maintained.

Item 6. Exhibits and Reports on Form 8-K

a) Exhibits
-----------

None.


b) Reports on Form 8-K
----------------------

None.



                                   SIGNATURES
                                   ----------

In  accordance with the requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned,  thereunto  duly  authorized.

                              TELECOM COMMUNICATIONS, INC.


                              /s/ Tak Hiromoto
                              ----------------
Date: May 18, 2002                Tak Hiromoto
                                  President and Director