UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

(Mark One)

( X )  Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
       of 1934

                  For the quarterly period ended June 30, 2005
                                                ---------------

(   )  Transition report under Section 13 or 15(d) of the Exchange Act

                  For the transition period from ____________ to _______________

                  Commission file number _______________________________________

                             Catcher Holdings, Inc.
--------------------------------------------------------------------------------
        (Exact Name of Small Business Issuer as Specified in Its Charter)

            Delaware                                       62-0201385
-------------------------------              -----------------------------------
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

  39526 Charlestown Pike                          Hamilton, VA 20158-3322
-------------------------------              -----------------------------------
(Address of Principal Executive                         (Zip Code)
          Offices)

                                 (540) 882-3087
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

                           U.S. Telesis Holdings, Inc.
                               1165 Via Vera Cruz
                              San Marcos, CA 92078
--------------------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report)

Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter 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 [   ]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

          Class                                 Outstanding at August 8, 2005
          ------                                -----------------------------
Common Stock, $.001 par value per share                   12,500,382

Series A Preferred Stock                                      1

Transitional Small Business Disclosure Format (check one):    Yes [   ] No [ X ]


<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

PART I.  Financial Information ................................................1

      Item 1.  Consolidated Financial Statements

               Consolidated Statements of Operations for the three
                months and six months ended June 30, 2005 and 2004
                and Inception to Date (Unaudited) .............................1
               Consolidated Balance Sheets as of June 30, 2005
                 (Unaudited) and December 31, 2004.............................2
               Consolidated Statements of Cash Flows for the
                six months ended June 30, 2005 and 2004 and
                Inception to Date (Unaudited) .................................3
               Consolidated Statements of Stockholders' Deficit
                for the six months ended June 30, 2005.........................4
                Notes to Consolidated Financial Statements ..................5-9
      Item 2.  Management's Discussion and Analysis of Financial
               Condition and Results of Operations.......................10 - 16
      Item 3.  Controls and Procedures........................................16

PART II.......................................................................17
      Item 2.  Unregistered Sales of Equity Securities and
               Use of Proceeds................................................17
      Item 4.  Submission of Matters to a Vote of Security Holders............17
      Item 6.  Exhibits.......................................................19

SIGNATURES....................................................................22

CERTIFICATIONS AND EXHIBITS...................................................23


<PAGE>


PART I. FINANCIAL INFORMATION

ITEM I - CONSOLIDATED FINANCIAL STATEMENTS

                             CATCHER HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                      THREE MONTHS ENDED             SIX MONTHS ENDED        INCEPTION TO
                                                     2005           2004           2005           2004           DATE
                                                 -----------    -----------    -----------    -----------    -----------
<S>                                              <C>            <C>            <C>            <C>            <C>
Net revenue                                      $        --    $        --    $        --    $        --    $        --
Cost of product sales                                     --             --             --             --             --
Cost of services                                          --             --             --             --             --
Research and development expenses                  2,946,872        235,335      2,972,637        247,878      3,620,110
Selling, general and
  administrative expenses                          3,783,580         74,363      3,838,622         76,949      3,939,515
                                                 -----------    -----------    -----------    -----------    -----------

      OPERATING LOSS                              (6,730,452)      (309,698)    (6,811,259)      (324,827)    (7,559,625)
Interest income (expense)                              6,598             --          6,598             --          6,598
Other (expense) income, net                               --             --             --             --             --
                                                 -----------    -----------    -----------    -----------    -----------

      LOSS FROM OPERATIONS BEFORE INCOME TAXES    (6,723,854)      (309,698)    (6,804,661)      (324,827)    (7,553,027)
Income taxes                                              --             --           (800)            --           (800)
                                                 -----------    -----------    -----------    -----------    -----------

      NET LOSS                                   $(6,723,854)   $  (309,698)   $(6,805,461)   $  (324,827)   $(7,553,827)
                                                 -----------    -----------    -----------    -----------    -----------

LOSS PER SHARE:

   Basic & Diluted                               $     (0.54)   $  (309,068)   $        --    $  (324,827)   $        --
                                                 -----------    -----------    -----------    -----------    -----------

Weighted-average number of shares
outstanding - Basic and Diluted: (Note 5)          4,603,706             --      4,603,706             --        928,818
</TABLE>


                 See Notes to Consolidated Financial Statements.


                                       1
<PAGE>


                             CATCHER HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS

                                                               DECEMBER 31,
                                               JUNE 30, 2005       2005
                                                (UNAUDITED)        2004
                                                -----------    -----------

ASSETS
Current Assets:
    Cash and cash equivalents                   $ 2,397,005    $       364
    Prepaid expenses and other
       current assets                                48,994
                                                -----------    -----------
       Total current assets                       2,445,999            364
Property, plant and equipment, net                    3,659
                                                -----------    -----------
       TOTAL ASSETS                             $ 2,449,658    $       364
                                                -----------    -----------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
    Accounts payable                                145,037        718,730
    Notes Payable                                        --         30,000
    Accrued and other current liabilities            13,480             --
                                                -----------    -----------
       Total current liabilities                    158,517        748,730
                                                -----------    -----------
       TOTAL LIABILITIES                            158,517        748,730

Shareholders' Equity:
    Common shares, $0.001 value,
       50,000,000 shares authorized;
       12,500,369 and 46,640 shares
       outstanding, respectively                     12,500             47
    Preferred shares, $0.001 par value,
       1 million shares authorized;
       1 and 0 shares outstanding,
       respectively                                      --             --
    Additional paid in capital                    9,832,468            (47)
    Accumulated deficit                          (7,553,827)      (748,366)
                                                -----------    -----------
       TOTAL SHAREHOLDERS' EQUITY                 2,291,141       (748,366)
                                                -----------    -----------
       TOTAL LIABILITIES AND
          SHAREHOLDERS' EQUITY                  $ 2,449,658    $       364
                                                -----------    -----------


                 See Notes to Consolidated Financial Statements.


                                       2
<PAGE>


                             CATCHER HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                            SIX MONTHS ENDED
                                                       --------------------------   INCEPTION TO
                                                          2005           2004           DATE
                                                       -----------    -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                    <C>            <C>            <C>
Net loss                                               $(6,805,461)   $  (324,827)   $(7,553,827)
Adjustments to reconcile net cash provided
   by operating activities:
   Non-cash stock-based compensation expense             5,551,707             --      5,551,707
   Changes in assets and liabilities, net of
      the effects of acquisitions and divestitures:
      Accounts payable                                    (573,692)       325,178        145,038
      Accrued and other liabilities                         13,480             --         13,480
      Other                                                (48,994)            --        (48,994)
                                                       -----------    -----------    -----------

            Net cash provided by operating activities   (1,862,960)           351     (1,892,596)

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures, net                                   (3,659)            --         (3,659)
                                                       -----------    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

Issuance (Repayment) of short-term debt                    (30,000)            --             --
Proceeds from issuance of common stock                   4,293,260             --      4,293,260
                                                       -----------    -----------    -----------

            Net cash provided by financing activities    4,263,260             --      4,263,260
                                                       -----------    -----------    -----------

NET DECREASE IN CASH AND CASH EQUIVALENTS                2,396,641            351      2,397,005
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD               364             --             --
                                                       -----------    -----------    -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD             $ 2,397,005    $       351    $ 2,397,005
                                                       -----------    -----------    -----------
</TABLE>


                 See Notes to Consolidated Financial Statements.


                                       3
<PAGE>


                             CATCHER HOLDINGS, INC.
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                   (UNAUDITED)

                      FROM INCEPTION THROUGH JUNE 30, 2005
<TABLE>
<CAPTION>

                                                               PREFERRED      COMMON
                                    NUMBER OF      NUMBER OF    SHARES        SHARES      ADDITIONAL
                                    PREFERRED       COMMON    $0.001 PAR    $0.001 PAR     PAID IN        DEFICIT
                                     SHARES         SHARES      VALUE         VALUE        CAPITAL      ACCUMULATED    TOTAL
                                   ----------   -----------  -----------   -----------   -----------   -----------   -----------
<S>                                 <C>         <C>           <C>           <C>           <C>          <C>           <C>
BALANCE AT INCEPTION                       --            --           --     $      --     $      --    $       --   $        --
Issuance of common stock
  at $0.001 per share on
  December 31, 2004                        --        46,640           --            47           (47)           --            --
Issuance of Convertible
  preferred stock at $0.001
  per share on April 21, 2005         733,778            --          734            --     5,223,765            --     5,224,499
Issuance of common stock at
  $0.001 per share on
  April 21, 2005                           --       301,875                        302       309,877            --       310,179
Issuance of common stock to
  private investors at $0.001
  per share on May 4, 2005                 --     4,500,386           --         4,500     4,288,743            --     4,293.243
Issuance of common stock
  U.S. Telesis Holdings, Inc.
  shareholders at $0.001
  per share on May 4, 2005                 --     1,781,252           --         1,781        (1,764)           --            17
Conversion of Convertible
  preferred stock at $0.001
  per share into $0.001
  common stock per share on
  June 23, 2005                      (733,777)    5,870,216         (734)        5,870        (5,136)           --            --
Issuance of warrants to consultants        --            --           --            --        17,030            --        17,030
 Net loss                                  --            --           --            --            --    (7,553,827)   (7,553,827)
                                   ----------   -----------  -----------   -----------   -----------   -----------   -----------
BALANCE AT JUNE 30, 2005                    1    12,500,369   $       --    $   12,500    $9,832,468   $(7,553,827)  $ 2,291,141
                                   ----------   -----------  -----------   -----------   -----------   -----------   -----------
</TABLE>


                 See Notes to Consolidated Financial Statements.


                                       4
<PAGE>


                     CATCHER HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


(1) BASIS OF PRESENTATION

            The accompanying unaudited consolidated financial statements have
been prepared by Catcher Holdings, Inc. (the "Company") pursuant to the rules
and regulations of the Securities and Exchange Commission ("SEC") regarding
interim financial reporting. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements and should be read in conjunction with the
Company's financial statements and notes thereto for the year ended December 31,
2004 as filed on Form 8-K/A with the SEC on July 15, 2005. The accompanying
consolidated financial statements reflect all adjustments (consisting of normal
recurring adjustments) that are, in the opinion of management, necessary for a
fair presentation of results for the interim periods presented. The results of
operations for the three and six month periods ended June 30, 2005 are not
necessarily indicative of the results to be expected for the full fiscal year.


(2) NATURE OF BUSINESS

            U.S. Telesis Holdings, Inc. ("UST") was originally organized to
provide diverse telecommunications products and services to the small and medium
business community in the southeastern United States and to develop a niche
market strategy of reselling long distance services to the electrical
cooperative community. As a result of the dramatic decline in the
telecommunications industry, UST abandoned the business objective to provide
such telecommunications products and services, and instead intended to identify
and complete a merger or acquisition primarily in consideration of the issuance
of shares of the UST's capital stock with a private entity whose business
presents an opportunity for the UST's stockholders.

            On May 4, 2005, the Company acquired 100% of the outstanding stock
of Catcher, Inc. ("Catcher") in exchange for 4,848,875 shares of the Company's
common stock and 733,778 shares of its Series "A" preferred stock which are
convertible into 5,872,224 shares of the Company's common stock (the
"Acquisition"). On June 24, 2005, all but one share of the Series "A" preferred
stock issued and outstanding Series A Preferred Stock was automatically
converted to common stock simultaneously with the effectiveness of the filing of
an amended and restated certificate of incorporation changing it's name to
Catcher Holdings, Inc. and providing for a 1 for 7.2 reverse stock split in
respect of our issued and outstanding Common Stock. In addition, the Company
assumed Catcher Inc.'s obligations under its issued and outstanding warrants to
purchase an aggregate of 4,500,386 shares of Common Stock.

            The Acquisition has been accounted for as a reverse merger of
Catcher into a shell company. Therefore, the equity of Catcher has been adjusted
to reflect a recapitalization of the stock and the equity of UST has been
adjusted to reflect a financing transaction with the proceeds equal to the net
asset value of UST immediately prior to the Acquisition. The historical
financial statements of Catcher have become the historical financial statements
of the Company. Immediately prior to the Acquisition, Catcher closed an asset
purchase with LCM Technologies, Inc. ("LCM") (See Note 5) in which Catcher
acquired substantially all of the assets and certain


                                       5
<PAGE>


liabilities of LCM. This transaction was accounted for as a reverse merger with
the historical financial statements of the acquired business becoming the
historical financial statements of Catcher.

            The Company's shareholders have approved an amendment to the
Company's certificate of incorporation to change the Company's name to Catcher
Holdings, Inc. and effectuate a 1 for 7.2 reverse split, which was effective on
June 23, 2005. All share and per share data included in these statements and
notes thereto have been adjusted to reflect the reverse split.

            The Company is a developmental stage company which has designed a
portable, ruggedized wireless, hand-held GPS-based command control device
through multiple years of research and development effort. Utilizing proprietary
operating software, the CATCHER(TM) device offers critical real-time wireless
communications through the convergence of voice, video, data and biometric
capabilities. Currently, the device is in the final development stage with the
first beta tests of the units to begin in the fourth quarter of 2005.

(3) GOING CONCERN

            The accompanying financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. Subsequent to the acquisition
of Catcher, the Company continues to develop the technology acquired until it is
ready for sale. The Company's ability to continue as a going concern depends on
a number of factors, including but not limited to, the ability to get its
product to market and the ability to raise additional capital if required. These
factors raise substantial doubt about the Company's ability to continue as a
going concern. The Company intends to continue to seek the additional financing
it needs to fund its operations. There can be no assurance that such financing
will be available on terms acceptable to the Company, or at all.

(4) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            NET INCOME PER COMMON SHARE

                        Basic earnings per share is computed by dividing net
            loss for the period by the weighted average number of common shares
            outstanding during the period. Diluted earnings per share is
            computed by dividing net income by the weighted average number of
            common shares plus the dilutive effect of outstanding warrants.
            Approximately 4,775,094 and 0 outstanding shares to be issued upon
            conversion of warrants and exercise of options were excluded from
            the calculation of diluted earnings per share for three months ended
            June 30, 2005 and 2004, respectively, because they were
            anti-dilutive.

            INCOME TAXES

                        The Company accounts for income taxes using the asset
            and liability method, as provided by Statement of Financial
            Accounting Standards 109, Accounting for Income Taxes (SFAS 109)
            which requires the recognition of different tax assets and
            liabilities for the future tax consequences of temporary differences
            between the financial statement and tax basis carrying amounts of
            assets and liabilities. No income taxes were provided since the
            Company incurred losses from its inception. Due to the uncertainty
            of future taxable income, no future tax benefits have been
            recognized.


                                       6
<PAGE>


            STOCK BASED COMPENSATION

                        The Company accounts for stock-based compensation for
            employees under the recognition and measurement principles of
            Accounting Principles Board Opinion No. 25, Accounting for Stock
            Issued to Employees, and related interpretations. The Company had
            elected the disclosure only treatment of the fair value recognition
            provisions of Financial Accounting Standards Board Statement ("FAS")
            No. 123, Accounting for Stock-Based Compensation, as amended by FAS
            No. 148, Accounting for Stock-Based Compensation - Transition and
            Disclosure to stock-based employee compensation. In December 2004,
            the FASB issued SFAS No. 123(R) Share-Based Payment. SFAS No. 123(R)
            amends SFAS No. 123. The Company will be required to adopt FAS
            123(R) in the first fiscal quarter of 2006 and does not expect it to
            have a material impact on its future results of operations.

                        The Chief Financial Officer was granted, subject to
            shareholder approval, options to purchase 918,000 shares of common
            stock of the Company at an exercise price of $3.74 vesting over
            three years in three separate tranches consisting of (1) a first
            tranche of 580,000 shares, 25% of which vests on June 16, 2005 with
            the remaining 75% vesting monthly, pro rata each month, over the
            three year period following June 16, 2005, (2) a second tranche of
            193,000, 25% of which vests on June 16, 2006, with the remaining 75%
            vesting monthly, pro rata each month, over the three year period
            following June 16, 2006 and (3) a third tranche of 145,000 shares,
            25% of which vests on June 16, 2007 with the remaining 75% vesting
            monthly, pro rata each month, over the three year period following
            June 16, 2007. If there is a "Change of Control" of the Company (as
            that term is defined in an agreement between the Company and the
            CFO), all unvested options will immediately vest. However, if the
            CFO's employment is terminated without Cause or for Good Reason (as
            each of those terms are defined in the Employment Agreement), any
            unvested options in a tranche that had commenced to vest shall
            immediately vest. The grant of options are subject to stockholder
            approval of a stock option plan of the Company. If approved, 189,708
            options would have vested as of June 30, 2005. The Company will
            determine the fair value of the option when the measurement date has
            occurred, and in accordance with Financial Accounting Standards
            Board Interpretation No. 44 will record that value as compensation
            expense in the period the option is deemed granted.


(5) ASSET PURCHASE

Pursuant to an asset purchase agreement, dated April 21, 2005, between Catcher
and LCM Technologies, Inc. ("LCM"), Catcher acquired certain assets in exchange
for the assumption of certain liabilities of LCM and its founder, Ira Tabankin,
relating to the CATCHERTM device and the business of LCM. The transaction was
accounted for by application of reverse merger accounting, and as such, the
historical statements of the acquired business became the historical statements
of Catcher. The Company assumed approximately $836,000 in accounts payable and
notes payable. Certain patent rights held by creditors of the Company were
exchanged for shares in Catcher Inc. (See Note 6).


                                       7
<PAGE>


(6) EQUITY TRANSACTIONS

            Prior to the Acquisition, Catcher sold the equivalent of 6,218,739
common shares to founders for $0.001 per share and the exchange of property and
future services of the founders. The difference between the fair value of the
shares of $0.89 and the price paid has been expensed during the three and six
months ended June 30, 2005.

            On May 4, 2005, Catcher sold in a private placement, 4,500,386
shares of common stock and warrants to purchase an additional 4,500,386 shares
of common stock to private investors for net proceeds of $4,293,691 ("Private
Placement"). The warrants vested immediately and expire in May of 2015. The
warrants have exercise prices ranging from $1.00 to $1.50. The warrants are
callable at the exercise price by the Company upon completing certain milestones
defined in the agreement. The warrants were exchanged by the Company in the
Acquisition.

            The Registration Rights Agreement to the Private Placement, provided
that the Company would incur penalties if it failed to file a registration
statement within 90 days of the Private Placement ("Filing Deadline"). The
Company may also incur penalties in the event that, due to the fault of the
Company, its registration statement is not deemed effective by the Securities
and Exchange Commission within 180 days of the Private Placement. Prior to the
Filing Deadline, the Company filed the registration statement on August 1, 2005.

(7) EMPLOYMENT AGREEMENTS

            Catcher entered into an employment agreement with its Chief
Executive Officer, Chief Technology Officer and Chairman, Chief Financial
Officer of Catcher and the Vice President -- Engineering. The employment
agreements expire at various times through 2008. In conjunction with agreements
the Company paid $55,000 in signing bonuses. The agreements provide for
aggregate salaries of $816,000 per year.

(8) CONSULTING AGREEMENTS

            Catcher entered into a Consulting Agreement with Hayden
Communications, Inc. dated as of May 1, 2005 for a period of twelve (12) months
at a fee of $5,000 per month plus reimbursement of certain expenses. Immediately
following the Acquisition, a fee totaling $160,000 was paid to Hayden
Communications, Inc. in respect to certain services provided in respect of
capital markets consulting, marketing material creation and production. The
agreement may be terminated by either party at the six-month anniversary. Hayden
Communications, Inc. was a shareholder of Catcher whose shares were exchanged by
the Company in the Acquisition.

            Catcher entered into a Consulting Agreement with The Del Mar
Consulting Group, Inc. ("DCG") for a period of twelve (12) months effective as
of April 21, 2005 at a fee of $5,000 per month plus reimbursement of certain
expenses. DCG was a shareholder of Catcher whose shares were exchanged by the
Company in the Acquisition.

            Catcher entered into a Consulting Agreement with Kai Hansen for a
period of twelve (12) months effective as of April 21, 2005 at a fee of $5,000
per month plus reimbursement of certain expenses. Mr. Hansen was a shareholder
of Catcher whose shares were exchanged by the Company in the Acquisition.


                                       8
<PAGE>


            Catcher entered into a Services Agreement with BlackFord Partners,
Inc., dated as of May 6, 2005, whereby BlackFord Partners, Inc. agreed to
provide financial and accounting advisory services to Catcher and us at a rate
of $75 to $125 per hour depending on the type of services rendered. Pursuant to
an Amendment to the Services Agreement, dated as of June 24, 2005, warrants to
purchase 85,000 shares of our common stock at an exercise price of $3.74 was
issued by the Company to the principals of BlackFord, Partners, Inc., our Chief
Financial Officer is a principal of Blackford Partners, Inc. The Company has
valued the warrants at $17,030 using the binomial option pricing model. The
value of the warrant is included in selling, general and administrative expense
for the three and six months ended June 30, 2005.

(9) SEGMENT AND GEOGRAPHIC INFORMATION

            To date, the Company has viewed its operations and manages its
business as principally one segment. As a result, the financial information
disclosed herein represents all of the material financial information related to
the Company's principal operating segment in accordance with SFAS No. 131,
DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION. The Company
has not had any sales to date nor has it conducted any operations outside of the
United States.


                                       9
<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The following  discussion and analysis  should be read in  conjunction  with the
Unaudited  Consolidated  Financial  Statements and related Notes to Consolidated
Financial  Statements  included in Item 1 of Part I of this Quarterly  Report on
Form 10-Q.

            Catcher Holdings,  Inc., a Delaware corporation and its subsidiaries
(the "Company") has included in this Quarterly  Report certain  "forward-looking
statements" within the meaning of the Private  Securities  Litigation Reform Act
of 1995 concerning the Company's business,  operations and financial  condition.
"Forward-looking  statements" consist of all non-historical information, and the
analysis of historical  information,  including the references in this Quarterly
Report  to future  revenue  growth,  collaborative  agreements,  future  expense
growth, future credit exposure,  earnings before interest,  taxes,  depreciation
and amortization, future profitability,  anticipated cash resources, anticipated
capital expenditures,  capital requirements,  and the Company's plans for future
periods. In addition, the words "could", "expects", "anticipates",  "objective",
"plan",  "may affect",  "may depend",  "believes",  "estimates",  "projects" and
similar  words and phrases are also  intended to identify  such  forward-looking
statements.

            Actual results could differ  materially  from those projected in the
Company's forward-looking statements due to numerous known and unknown risks and
uncertainties,   including,  among  other  things,  unanticipated  technological
difficulties,  the  volatile  and  competitive  environment  for  drug  delivery
products,  changes in  domestic  and  foreign  economic,  market and  regulatory
conditions, the inherent uncertainty of financial estimates and projections, the
uncertainties involved in certain legal proceedings,  instabilities arising from
terrorist actions and responses thereto, and other  considerations  described as
"Risk  Factors" in other filings by the Company with the Securities and Exchange
Commission  (the "SEC")  including  the Form 8-K Amendment No. 1, filed with the
SEC on July 15,  2005 and the Form SB-2  filed  with the SEC on August 1,  2005.
Such factors may also cause  substantial  volatility  in the market price of the
Company's Common Stock. All such forward-looking  statements are current only as
of the date on which such  statements  were made. The Company does not undertake
any  obligation  to publicly  update any  forward-looking  statement  to reflect
events or circumstances after the date on which any such statement is made or to
reflect the occurrence of unanticipated events

CORPORATE BACKGROUND

            CATCHER HOLDINGS, INC.

            The Company was incorporated under the laws of the state of Delaware
on August 25, 1998. In a merger agreement dated May 20, 1999, the Company merged
with and into  Woodland  Communications  Group,  Inc. and  thereafter on June 3,
1999,  Woodland  Communications  Group,  Inc.  changed its name to U.S.  Telesis
Holdings,  Inc ("UST").  Following the  acquisition  by UST,  effective June 23,
2005, the Company changed its name to Catcher Holdings, Inc.

            UST was originally  organized to provide diverse  telecommunications
products  and  services  to the  small  and  medium  business  community  in the
southeastern  United States and to develop a niche market  strategy of reselling
long distance services to the electrical cooperative  community.  As a result of
the dramatic  decline in the  telecommunications  industry,  UST


                                       10
<PAGE>


abandoned its business objective to provide such telecommunications products and
services.

            On March 1, 2001,  the State of Delaware  revoked the UST's  charter
for failure to file its annual  report with the State of Delaware  for the years
1999 and 2000 and to pay its franchise tax for those years. On May 29, 2003, UST
filed  a Form  10SB  with  the SEC to  become  a  reporting  company  under  the
Securities  Exchange Act of 1934 (the "Exchange Act"). UST amended the Form 10SB
in July,  2003.  UST's charter in the State of Delaware was revived on March 31,
2005 and franchise taxes due were paid with penalties and interest.

            UST's plan was to  identify  and  complete  a merger or  acquisition
primarily in consideration of the issuance of shares of its capital stock with a
private entity whose business  presents an opportunity for the our stockholders.
Consistent  with that plan,  effective May 4, 2005, the UST acquired 100% of the
outstanding  stock of  Catcher,  a Delaware  corporation  ("Catcher")  through a
series of stock  exchanges with the  shareholders  of Catcher  pursuant to which
Catcher became the Company's  wholly-owned  subsidiary (the "Acquisition").  The
Company's principal business became the ownership of Catcher,  which acts as the
Company's operating subsidiary.

            CATCHER

ORGANIZATIONAL HISTORY

            Catcher is a  development  stage  company  originally  formed during
April 2005, principally to operate the business of developing, manufacturing and
distributing the CATCHER(TM) device, a portable,  ruggedized,  wireless handheld
computing and  communications  device.  Pursuant to an asset purchase  agreement
between Catcher and LCM Technologies,  Inc.  ("LCM"),  Catcher purchased certain
assets and assumed  certain  liabilities  of LCM and its founder,  Ira Tabankin,
relating to the CATCHER(TM)  device and the business of LCM. The transaction was
accounted for by application of reverse purchase accounting.

PLAN OF OPERATIONS

            From  inception  to date,  Catcher  has been  primarily  involved in
organizational  activity,  negotiating  vendor and personnel  contracts,  making
arrangements for the commercial use and deployment of the CATCHER(TM) technology
and  preliminary  development of its initial  customer base.  Catcher intends to
negotiate for long-term original equipment  manufacturer ("OEM") and value added
reseller  ("VAR")  contracts  with  potential  customers.  Under these,  Catcher
expects  to  deliver  product  for the  benefit  of its  customers  and  various
end-users.

DEVELOPMENT STAGE COMPANY

            Catcher  is in the  early  stage of  operation  and,  as  such,  the
relationships  between revenue, cost of revenue and operating expenses reflected
in the financial  information  included herein do not represent  future expected
financial  relationships.  Catcher expects that such expenses will increase with
the escalation of research and development,  sales and marketing  activities and
transaction  volumes, but at a much slower rate of growth than the corresponding
revenue increase.  Much of the cost of revenue and operating  expenses reflected
herein are  relatively  fixed costs.  Accordingly,  at such stage of  operations
period to period comparisons of results of operations are not meaningful.


                                       11
<PAGE>


            Catcher expects to incur significant expenses without generating any
revenue, at least through commencing production, which is not anticipated before
early  2006.  For the year to date,  through  July 15,  2005,  Catcher has spent
approximately $2,237,000 on research and development, general and administrative
expenses,  and other working  capital  requirments,  which  includes the assumed
liabilities of LCM which at the time of the  acquisition  totaled  approximately
$836,000.

            Catcher  expects to begin to generate  revenues  during  early 2006,
based solely from the sale of CATCHER(TM) devices.  Under the terms of Catcher's
anticipated OEM and VAR agreements, Catcher anticipates sharing revenue with its
customers  depending on customer and end-user  requirements  and the  deployment
model adopted by the parties.

            Under current plans,  Catcher will need approximately  $3,000,000 of
additional  capital to continue its  development  operations  and other  working
capital needs during the next 12 months, excluding amounts that may be necessary
to fund intial production of the Catcher units. Catcher anticipates that funding
for these  expenditures  will come  principally from the proceeds of exercise of
outstanding warrants.

COST OF SALES

            Cost  of  sales  will  consist  primarily  of  direct  costs  of the
manufactured  units, wages of operational  employees and cost of training.  Many
factors are  anticipated to affect  Catcher's  gross margin  including,  but not
limited  to,  market  conditions,  competition,  production  order  volumes  and
supplier  pricing.  Management  currently does not anticipate  that Catcher will
operate its own production facilities,  as it intends to outsource production to
a third party manufacturer.

EXPENSES AND CAPITAL EXPENDITURES

            Catcher's  operating  expenses  for the period  from April 20,  2005
(inception) June 1, 2005 were comprised of general and administrative  expenses,
research and development  and the assumption and payment of certain  liabilities
of LCM  Technologies,  Inc. from which certain assets were acquired  relating to
Catcher's  business.  Catcher expects to incur significant  additional  expenses
before  generating  any revenue,  at least through the completion of the initial
production  unit  of  the  CATCHER(TM) device  which is  not anticipated  before
November, 2005. Operating expenses, including primarily research and development
expenses  and   general   and   administrative   expenses   were   approximately
$1,200,000 for  the  quarter  ended  June 30, 2005.  Expenses  are  expected  to
increase  significantly as  Catcher adds  employees  to support its research and
development,  marketing and business development efforts.

            General  and  administrative  expenses  include  all  corporate  and
administrative  functions  that serve to support  Catcher's  current  and future
operations and provide an infrastructure  to support future growth.  Major items
in this category  include  compensation  and benefits for  management and staff,
travel  related  expenses,   professional   services,  and  other  miscellaneous
expenses.

            Catcher's principal  expenditures have been for purposes of research
and development,  general and administrative purposes, and other working capital
needs.  Catcher  anticipates such


                                       12
<PAGE>


expenditures  of  approximately  $1,600,00  and $965,000 in the third and fourth
quarter  of 2005  respectively,  and  anticipates  continuing  levels of ongoing
research and development and other working capital requirements in the future.

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

            In addition to the transitional  nature of revenues and expenditures
resulting from Catcher's status as a development stage company,  Catcher expects
to experience significant fluctuations in its future quarterly operating results
due to a variety of  factors,  many of which are outside of its  control.  Those
factors that may adversely affect Catcher's quarterly operating results include:
(i) its ability to attract new customers at a steady rate; (ii) the announcement
or introduction of products by its potential competitors;  (iii) increase in the
cost of inputs from suppliers; (iv) the amount and timing of operating costs and
capital  expenditures  relating to expansion of Catcher's business,  operations,
and  infrastructure;  (viii)  government  regulation;  and (ix) general economic
conditions and economic conditions specific to the security products industry.

            Due to the  foregoing  factors,  in one  or  more  future  quarters,
Catcher's  operating  results  may fall  below the  expectations  of  securities
analysts and  investors.  In such event,  the trading price of Catcher's  common
stock would likely be materially adversely affected.

ACCOUNTING PRINCIPLES

            Below is a brief  description of basic  accounting  principles which
the Company has adopted in determining its recognition of revenues and expenses.

REVENUE RECOGNITION

            Sales  revenue will be  recognized  as products are delivered to the
Company's customers.  The Company may also collect license fees for the right to
sell the CATCHER(TM) device.  Rates for such licenses are yet to be established.
The Company is in its development phase and has no existing customers.

            The Company intends to recognize  revenue in accordance with the SEC
(SEC) Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial
Statements"  as updated  by SEC Staff  Accounting  Bulletin  No.  104,  "Revenue
Recognition".  Under these  guidelines,  revenue is recognized  when  persuasive
evidence of an arrangement  exists,  shipment has occurred or services rendered,
the price is fixed or  determinable  and payment is  reasonably  assured.  Under
these  requirements,   when  the  terms  of  sale  include  customer  acceptance
provisions,  and  compliance  with  those  provisions  have not been  previously
demonstrated, revenues are recognized upon acceptance.

LIQUIDITY AND CAPITAL RESOURCES

            The Company's  only source of liquidity is the cash  generated  from
the  private  offering  of  the  Company's  stock   immediately   prior  to  the
Acquisition.  The  Company's  principal  uses of cash have been for research and
development and general and administrative expenses.


                                       13
<PAGE>


            The Company currently has outstanding Series A Warrants and Series B
Warrants to purchase an aggregate  of 4,500,386  shares of its common stock (the
"Warrants").  There are 2,250,193 Series A Warrants  outstanding.  Each Series A
Warrant will entitle the holder to purchase one share of the common stock of the
Company at $1.50 per share (the "Series A Exercise  Price"),  exercisable  for a
period of five  years.  Once the common  stock,  issuable  upon  exercise of the
Warrants, is registered with the SEC, the Series A Warrants may be called by the
Company upon notice to the warrant holder from time to time at any time that the
common stock closes at or above $2.50 per share for ten (10) consecutive trading
days at an average  volume of 40,000  shares per day during the ten-day  trading
period,  PROVIDED THAT,  within twenty (20) business days after the date of such
notice, the warrant holder will have the right to exercise,  under the terms and
conditions  of the Series A  Warrants,  all or a part (but not less than 25%) of
the Series A Warrants  held at the Series A Exercise  Price.  From and after the
expiration of such twenty (20) business day notice,  the Company may  repurchase
all  Series A  Warrants  then  held for a  purchase  price of $.01 per  Series A
Warrant  unless  and to the  extent  that the  Series  A  Warrant  holder  first
exercises Series A Warrants at the Series A Exercise Price.

            There are  2,250,193  Series B Warrants  outstanding.  Each Series B
Warrant  entitles  the holder to purchase one share of common stock at $2.00 per
share (the "Series B Exercise  Price"),  exercisable for a period of five years.
Once the common  stock,  issuable  upon  exercise of the Series B  Warrants,  is
registered with the SEC, the Series B Warrants may be called by the Company upon
notice to the warrant holder from time to time at any time that the common stock
closes at or above $3.33 per share, for ten (10) consecutive  trading days at an
average  volume of 40,000  shares  per day during the  ten-day  trading  period;
PROVIDED  THAT,  within twenty (20) business days after the date of such notice,
the  warrant  holder  will  have the  right to  exercise,  under  the  terms and
conditions  of the Series B  Warrants,  all or a part (but not less than 25%) of
the Series B Warrants  held at the Series B Exercise  Price.  From and after the
expiration of such twenty (20) business day notice,  the Company may  repurchase
all  Series B  Warrants  then  held for a  purchase  price of $.01 per  Series B
Warrant  unless  and to the  extent  that the  Series  B  Warrant  holder  first
exercises Series B Warrants at the at the Series B Exercise Price.

            The Company also has outstanding a warrant to purchase 65,000 shares
of its  common  stock  issued  to Jeff  Gilford,  the  Company's  current  Chief
Financial  Officer,  for an  exercise  price of $3.74 per share and a warrant to
purchase 20,000 shares of its common stock to Stanley  Blackburn for an exercise
price of $3.74 per share, each of which was issued in connection with accounting
and advisory services rendered by Blackford Partners.

            The Company may require  substantial  additional capital in order to
complete  future  development  of the business and implement its business  plan.
Other than as described  above,  the Company may seek to arrange  other forms of
financing to fulfill these capital  needs,  in the event that the cash generated
by our operations is  insufficient  to fund the growth  requirements.  The other
forms of business  financing  obtained through third parties may include various
combinations of equity, debt and bank financing.

            In light of the limited  shareholders' equity as well as the lack of
the Company's operating history, there can be no assurance that the Company will
be able to obtain  the  necessary  additional  capital  on a timely  basis or on
acceptable terms, if at all, to fund the development of its business.  In any of
such events, the Company's business growth and prospects would be materially and
adversely affected. As a result of any such financing, the holders of the common
stock may experience substantial dilution.


                                       14
<PAGE>


            The following factors,  among others,  could cause actual results to
differ from those  indicated in the above  forward-looking  statements:  pricing
pressures in the industry; a downturn in the economy in general; weak demand for
its  products;  its  ability  to  attract  new  customers;  and an  increase  in
competition  in the market for its products and  services.  These  factors,  and
additional risks and  uncertainties not known to the Company or that the Company
currently deems immaterial may impair business operations,  may cause its actual
results to differ materially from any forward-looking statement.

            Although  the Company  believes  the  expectations  reflected in the
forward-looking  statements are reasonable,  it cannot guarantee future results,
levels of activity, performance or achievements. The Company is under no duty to
update any of the  forward-looking  statements  after the date of this report to
conform to actual results or to make changes in its expectations.

            Since inception, the Company has not generated revenue and there can
be no assurance that the Company will generate revenue in the future.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

            Increases in interest  rates will affect the cost of  financing  and
may affect the Company's ability to obtain favorable financing terms in order to
grow as anticipated.

OFF BALANCE SHEET FINANCING ARRANGEMENTS

            The  Company  does  not  have  any  off  balance   sheet   financing
arrangements.

IMPACT OF INFLATION

            The  Company  believes  that  its  results  of  operations  are  not
dependent  upon moderate  changes in inflation  rates as the Company  expects it
will be able to pass along component price increases to its customers.

SEASONALITY

            The  Company  does not  expect  any  material  seasonality  in sales
fluctuations in the market for its products and services.


                                       15
<PAGE>


RECENTLY ISSUED ACCOUNTING STANDARDS AND CRITICAL ACCOUNTING POLICIES

            In May 2005,  the FASB issued  FASB  Statement  No. 154,  Accounting
Changes  and Error  Corrections,  a  replacement  of APB Opinion No. 20 and FASB
Statement No. 3 (SFAS No. 154).  Previously,  APB No. 20, Accounting Changes and
SFAS No.  3,  Reporting  Accounting  Changes  in  Interim  Financial  Statements
required  the  inclusion  of the  cumulative  effect of  changes  in  accounting
principle  in net income of the  period of the  change.  SFAS No.  154  requires
companies  to  recognize a change in  accounting  principle,  including a change
required  by a new  accounting  pronouncement  when the  pronouncement  does not
include  specific  transition  provisions,  retrospectively  to  prior  periods'
financial  statements.  The Company  will  assess the impact of a  retrospective
application of a change in accounting  principle in accordance with SFAS No. 154
when such a change arises after the effective date of January 1, 2006.

            In  December  2004,  the FASB issued  SFAS No.  123(R),  SHARE-BASED
PAYMENT. SFAS No. 123(R) amends SFAS No. 123 to require that companies record as
expense the effect of  equity-based  compensation,  including stock options over
the applicable  vesting period. We currently  disclose the effect on income that
stock  options  would have were they  recorded as expense.  SFAS No. 123(R) also
requires more extensive disclosures concerning stock options than required under
current standards.  The new rule applies to option grants made after a company's
adoption of the standard,  as well as options that are not vested at the date of
adoption.  SFAS No.  123(R)  becomes  effective  in our case not later  than the
beginning  of the fiscal year that begins after  December  15,  2005.  We do not
currently  expect  to  elect  early  adoption  of this  standard  and  have  not
determined  whether we will apply this new standard  prospectively  in the first
quarter of 2006,  retroactively  from the  beginning  of 2006,  or on a restated
basis for all prior  periods on a  comparable  basis.  We do not expect that the
adoption of SFAS No. 123(R) will have a material impact on our future results of
operations.


ITEM 3.  CONTROLS AND PROCEDURES.

            Within  the 90 days  prior to the date of this  report,  based on an
evaluation of the Company's  disclosure  controls and  procedures (as defined in
Rules  13a-15(e) and  15d-15(e)  under the  Securities  Exchange Act of 1934, as
amended (the "EXCHANGE  ACT")),  the Chief Executive and Chief Financial Officer
of the  Company  have  concluded  that the  Company's  disclosure  controls  and
procedures are effective for ensuring that information  required to be disclosed
by the Company in its Exchange Act reports is  recorded,  processed,  summarized
and reported within the applicable time periods  specified by the Securities and
Exchange   Commission's  rules  and  forms.  The  Company  also  concluded  that
information  required  to be  disclosed  in  such  reports  is  accumulated  and
communicated to the Company's management,  including its principal executive and
principal  financial officer, as appropriate to allow timely decisions regarding
required disclosure. There was no change in the Company's internal controls over
financial  reporting  that occurred  during the most recent fiscal  quarter that
materially  affected or is reasonably  likely to materially affect the Company's
internal controls over financial reporting.


                                       16
<PAGE>


                                     PART II


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

            Throughout 2004 and early 2005 the Company entered into  convertible
promissory notes with an aggregate  principal balance of $71,975 with certain of
its investors, which notes were automatically converted, effective  May 4, 2005,
to an aggregate of 214,517 shares of the Company's common stock.

            On May 4, 2004, through a series of stock purchase  agreements,  the
Company  issued  34,911,900  shares of its common stock,  733,778  shares of its
Series A  Preferred  Stock,  and Series A and Series B warrants  to  purchase an
aggregate  of  32,402,600  shares of its common  stock to the  holders of common
stock of Catcher

            On June 24, 2005,  the Company issued to Stan Blackburn a warrant to
purchase  20,000 shares of its common stock,  at an exercise  price of $3.74 and
issued to Jeff Gilford a warrant  purchase  65,000 shares of its common stock at
an exercise price of $3.74, in each case, in connection for providing consulting
services  pursuant to the Services  Agreement,  dated as of May 6, 2005,  by and
between the Company and BlackFord Partners, Inc., as amended.

            On June 24, 2005,  the Company  granted to Jeff  Gilford  options to
purchase 918,000 shares of its common at an exercise price of $3.74 vesting over
three years in three separate  tranches,  pursuant to the Employment  Agreement,
effective as of June 16, 2005, by and between the Company and Mr. Gilford.

            In the opinion of the Company,  the issuance of the foregoing shares
of common stock, warrants, and options and shares of common stock subject to the
warrants and options were exempt from  registration  under the Securities Act of
1933,  as  amended  (the  "Act")  by virtue of  Section  4(2) of the Act  and/or
Regulation D promulgated thereunder.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

On May 6, 2005,  the holders of a majority of all of the issued and  outstanding
shares of common  stock and Series A Preferred  Stock of the Company via written
consent  without a meeting  pursuant to Section  228(e) of the Delaware  General
Corporation Law authorized that the Company take the following actions:

            (a) amend and restate the Company's  Certificate of Incorporation to
(1)  change the name of from U.S.  Telesis  Holdings,  Inc to Catcher  Holdings,
Inc.,  (2)  provide  for a 1 for 7.2  reverse  stock  split  in  respect  of the
Company's  issued and  outstanding  common stock and (3)  otherwise to amend and
restate the Company's certificate of incorporation;


                                       17
<PAGE>


            (b) fix the  number  of  members  of the Board of  Directors  of the
Company (the "BOARD OF DIRECTORS") at five (5) members; and

            (c) elect three (3)  directors to the Board of Directors  and permit
those  three  directors  to fill the  remaining  two  vacancies  on the Board of
Directors by appointing an additional two directors.

            The three  directors  who were  elected to the Board of Directors by
the stockholders are as follows:

            CHARLES SANDER,  DIRECTOR AND PRESIDENT AND CHIEF EXECUTIVE OFFICER.
Mr.   Sander   has   more   than   30   years'   experience   in  the   aviation
security/operations arena. From June 2002 until joining Catcher and the Company,
Mr.  Sander  was Vice  President  and  Partner  at Unisys  Corporation's  Global
Transportation  Unit where he headed Unisys' Airports  business  practice in the
development and marketing of aviation products and services. From September 2000
to June  2002,  Mr.  Sander  was  Vice  President  for  Aviation  Sales at Scanz
Communications,  Inc. From March 1998 to September 2000, Mr. Sander was first an
Executive Account Manager and, in December of 1999, Regional Director,  Aviation
Sales for TYCO/ADT  Security  Services,  Inc.  having  launched  Tyco's aviation
security  group.  Mr. Sander started his  professional  career as a military air
traffic  controller and also held the position of BWI airport  general  manager.
Mr. Sander will also serve as President and Chief Executive Officer of Catcher.

            IRA TABANKIN,  DIRECTOR AND SECRETARY. Mr. Tabankin has more than 30
years'  experience  developing  and launching new products for such companies as
SHARP  Electronics,  NovAtel  Communications,  Robert  Bosch and Cadence  Design
Services.  Prior to founding  Catcher in 2005,  Mr.  Tabankin was  President and
Chief Executive Officer of LCM Technologies,  Inc., a company he founded in 2004
for purposes of developing the CATCHER(TM) device. From July 2002 until founding
LCM Technologies,  Inc. in 2004, Mr. Tabankin was an independent  consultant for
his own company, IJT Consulting through which he provided consulting services to
various  clients.  From  February of 1999 to July 2002,  Mr.  Tabankin was Chief
Strategic Officer of ScanZ Communications,  Inc. Mr. Tabankin will also serve as
the sole director, Chairman and Chief Technical Officer of Catcher.

            REAR ADMIRAL (RETIRED) CATHAL FLYNN,  DIRECTOR.  Admiral Flynn began
his naval career in 1960.  In 30 years of active  service,  he served  mainly in
areas of naval special  warfare,  joint special  operations,  measures to combat
terrorism, and international security affairs. Promoted to Rear Admiral in 1985,
he served  successively as Commander,  Naval Security and Investigative  Command
(and   concurrently   as   Assistant   Director   of  Naval   Intelligence   for
Counterintelligence  and  Anti-terrorism),  Director  of Plans  and  Policy,  US
Special  Operations  Command,  and Deputy  Assistant  Secretary  of Defense  for
Special  Operations.  After retiring in 1990,  Rear Admiral Flynn joined Science
Applications International Corporation.  He concurrently served on committees of
the National  Research Council and the Defense Science Board. From 1993 to 2000,
Rear Admiral Flynn was the Associate  Administrator  for Civil Aviation Security
in the Federal  Aviation  Administration.  Since early 2001,  Admiral  Flynn has
acted as an  independent  consultant to numerous  clients,  in the area of civil
aviation  security.  From  2001 to  2002,  Admiral  Flynn  was a  consultant  to
Argenbright  Security,  Inc,  and was a  non-voting  member of the Board of that
company.  Since December  2004,  Admiral Flynn has been a member of the Advisory
Board of  Isonics,  Inc.  Since May 2005,  he has been a board  member  and Vice
President, Aviation Security, of SecureLogic Corporation.


                                       18
<PAGE>


            On June 24, 2005, the Board of Directors  elected H. Clayton Foushee
to fill one of the vacancies in the Board of Directors.

            H.  CLAYTON  FOUSHEE,  JR.,  DIRECTOR.  Dr.  Foushee has a wealth of
experience in the aviation, operations, legislation, safety and security fields,
including 12 years of government  service at the National  Aeronautics and Space
Administration  (NASA) and the  Federal  Aviation  Administration,  where he was
Chief  Scientific  and  Technical  Advisor.  Foushee  spent a decade  in  senior
executive positions with Northwest Airlines, first as Managing Director,  Flight
Procedures,  Training and Standards from 1992 to 1993,  then as Vice  President,
Flight  Operations from 1993 to 1998 and finally as Vice  President,  Regulatory
Affairs from 1998 to 2001.  From 2002 until January,  2005, Dr. Foushee was Vice
President and Partner at the Unisys Corporation Global Transportation  Division,
where he managed major strategic  transportation projects and coordinated public
and private industry initiatives with the Congress and government agencies. Most
recently,  since February,  2005, Dr. Foushee has been a Partner  (non-attorney)
and Director of Governments Affairs for the Washington,  D.C. law firm, Zuckert,
Scoutt and Rasenberger (ZSR),  L.L.P. and President of Farragutt  International,
L.L.C., the consulting division of ZSR.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

(a)          Exhibits

3.1.        Certified copy of the Amended and Restated Certificate of
            Incorporation of the Registrant incorporated by reference to Exhibit
            3.1 to the Form 8-K dated June 23, 2005 filed with the Securities
            and Exchange Commission (the "SEC") on June 28, 2005.

3.2         Bylaws of the Registrant incorporated by reference to Exhibit 2.2 of
            the Form 10-SB filed with the SEC on May 29, 2003, as amended by
            Amendment No. 1 to the Bylaws of the Registrant incorporated by
            reference to Exhibit 3.2 to the Form 8K dated July 29, 2005 and
            filed with the SEC on August 1, 2005.

4.1         Form of Series A Warrant issued to investors incorporated by
            reference to Exhibit 4.1 to the Form 8-K/A dated May 4, 2005 filed
            with the SEC on July 15, 2005.

4.2         Form of Series B Warrant issued to investors incorporated by
            reference to Exhibit 4.2 to the Form 8-K/A dated May 4, 2005 filed
            with the SEC on July 15, 2005.

4.3         Form of Warrant issued to Stan Blackburn incorporated by reference
            to Exhibit 4.1 to the Form 8-K dated June 23, 2005 filed with the
            SEC on June 28, 2005.

4.4         Form of Warrant issued to Jeff Gilford incorporated by reference to
            Exhibit 4.2 to the Form 8-K dated June 23, 2005 filed with the SEC
            on June 28, 2005.

10.1        Form of Preferred Stock Purchase Agreement, dated as of May 4, 2005,
            by and among the Company, Catcher and the preferred stockholders of
            Catcher incorporated by reference to Exhibit 10.1 to the Form 8-K/A
            dated May 4, 2005 filed with the SEC on July 15, 2005.


                                       19
<PAGE>


10.2        Form of Stock Purchase Agreement, dated as of May 4, 2005, by and
            among the Company and the founders holding common stock of Catcher
            incorporated by reference to Exhibit 4.1 to the Form 8-K/A dated May
            4, 2005 filed with the SEC on July 15, 2005.

10.3        Form of Stock Purchase Agreement, dated as of May 4, 2005, by and
            among the Company and the private investors in Catcher holding
            common stock of Catcher incorporated by reference to Exhibit 4.1 to
            the Form 8-K/A dated May 4, 2005 filed with the SEC on July 15,
            2005.

10.4        Form of Registration Rights Agreement, dated as of May 4, 2005, by
            and among the Company and the persons listed as signatories thereto
            incorporated by reference to Exhibit 4.1 to the Form 8-K/A dated May
            4, 2005 filed with the SEC on July 15, 2005.

10.5        Employment Agreement, between Jeff Gilford and Catcher, Inc., the
            Registrant's subsidiary incorporated by reference to Exhibit 10.1 to
            the Form 8-K dated June 23, 2005 and filed with the SEC on June 28,
            2005.

10.6        Services Agreement, dated as of May 6, 2005, between the Registrant
            and BlackFord Partners Inc., as amended by the Amendment dated June
            24, 2005 incorporated by reference to Exhibit 10.2 to the Form 8-K
            dated June 23, 2005 and filed with the SEC on June 28, 2005.

10.7        Consulting Agreement, effective as of April 21, 2005, by and between
            The Del Mar Consulting Group, Inc. and Catcher incorporated by
            reference to Exhibit 4.1 to the Form 8-K/A dated May 4, 2005 filed
            with the SEC on July 15, 2005.

10.8        Consulting Agreement, dated as of May 1, 2005, by and between Hayden
            Communications, Inc. and Catcher incorporated by reference to
            Exhibit 4.1 to the Form 8-K/A dated May 4, 2005 filed with the SEC
            on July 15, 2005.

10.9        Consulting Agreement, effective as of April 21, 2005, by and between
            Kai Hansen and Catcher incorporated by reference to Exhibit 4.1 to
            the Form 8-K/A dated May 4, 2005 filed with the SEC on July 15,
            2005.

10.10       Teaming Agreement with Project Performance Corporation dated March
            29, 2005 incorporated by reference to Exhibit 4.1 to the Form 8-K/A
            dated May 4, 2005 filed with the SEC on July 15, 2005.

10.10       Employment Agreement, effective as of April 21, 2005, by and between
            Catcher and Charles Sander incorporated by reference to Exhibit
            10.10 to the Form SB-2 dated August 1, 2005 and filed with the SEC
            on August 1, 2005.

10.11       Employment Agreement, effective as of April 21, 2005, by and between
            Catcher and Ira Tabankin incorporated by reference to Exhibit 10.11
            to the Form SB-2 dated August 1, 2005 and filed with the SEC on
            August 1, 2005.

10.12       Employment Agreement, effective as of April 21, 2005 by and between
            Catcher and John Sutton incorporated by reference to Exhibit 10.12
            to the Form SB-2 dated August 1, 2005 and filed with the SEC on
            August 1, 2005.


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<PAGE>


10.13       Employment Agreement Amendment Letter dated July 29, 2005 regarding
            Ira Tabankin incorporated by reference to Exhibit 10.1 to the Form
            8K dated July 29, 2005 and filed with the SEC on August 1, 2005.

10.14       Employment Agreement Amendment Letter dated July 29, 2005 regarding
            Charles Sander incorporated by reference to Exhibit 10.2 to the Form
            8K dated July 29, 2005 and filed with the SEC on August 1, 2005.

10.15       Employment Agreement Amendment Letter dated July 29, 2005 regarding
            John Sutton incorporated by reference to Exhibit 10.3 to the Form 8K
            dated July 29, 2005 and filed with the SEC on August 1, 2005.

14.1        Code of Ethics incorporated by reference to Exhibit 14.1 to the Form
            8-K dated June 23, 2005 and filed with the SEC on June 28, 2005

31.1        Certification of Chief Executive Officer pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002

31.2        Certification of Chief Financial Officer pursuant to Section 302 of
            the Sarbanes-Oxley Act of 2002

32.1        Certification of Chief Executive Officer pursuant to Section 906 of
            the Sarbanes-Oxley Act of 2002.

32.2        Certification by Chief Financial Officer pursuant to Section 906 of
            the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K

No Reports on Form 8-K were filed with the Securities and Exchange Commission
during the three months ended June 30, 2005 and for the period from June 30,
2005 to the date of this filing except that:

    o   Report on Form 8-K was filed on April 25, 2005 containing responses to
        Items 8.01 and 9.01.

    o   Report on Form 8-K was filed on May 9, 2005 containing responses to
        Items 8.01 and 9.01.

    o   Report on Form 8-K was filed on May 10, 2005 containing responses to
        Items 2.01, 3.02, 5.01, 5.02 and 5.03, as amended by Amendment No. 1 to
        the Report on Form 8-K filed on July 15, 2005.

    o   Report on Form 8-K was filed on May 27, 2005 containing responses to
        Items 8.01 and 9.01.

    o   Report on Form 8-K was filed on June 28, 2005 containing responses to
        Items 1.01, 3.02, 5.02, 5.03, 5.05, 8.01, and 9.01.

    o   Report on Form 8-K was filed on August 1, 2005 containing responses to
        Items 1.01, 5.03 and 9.01.


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<PAGE>


                                   SIGNATURES

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

                                          CATCHER HOLDINGS, INC.


Date: August 12, 2005                 By:  /s/ Charles Sander
                                           ----------------------------------
                                           Name:  Charles Sander
                                           Title:    Chief Executive Officer
                                           (Principal Executive Officer)

August 12, 2005                       By:  /s/ Jeff Gilford
                                           ----------------------------------
                                           Name:  Jeff Gilford
                                           Title:    Chief Financial Officer
                                           (Principal Accounting Officer


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