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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

|X|   Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 For the quarterly period ended September 30, 2005.

or

|_|   Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 For the transition period from ________ to ________.

                         Commission File Number 0-27436


                               Comtech Group, Inc.
             (Exact name of registrant as specified in its charter)


                  Maryland                                   94-3171940
      (State or Other Jurisdiction of                    (I.R.S. Employer
       Incorporation or Organization)                   Identification No.)


                     Suite 1001, Tower C, Skyworth Building
                            High-Tech Industrial Park
              Nanshan, Shenzhen 518057, People's Republic of China
           (Address of Principal Executive Offices including zip code)


                              011-86-755-2674-3210
              (Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange  Act 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 |_|

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

There  were  31,445,058  shares of the  Registrant's  Common  Stock  issued  and
outstanding on November 14, 2005.

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<PAGE>

                               Comtech Group, Inc.
                               Index to Form 10-Q

Part I.   Financial Information

          Item 1. Condensed Financial Statements (unaudited)                   1

          Condensed Consolidated Balance Sheets
            as of September 30, 2005 and December 31, 2004                     1

          Condensed Consolidated Statements of Operations
            for the three months ended September 30, 2005 and 2004             2

          Condensed Consolidated Statements of Operations
            for the nine months ended September 30, 2005 and 2004              3

          Condensed Consolidated Statements of Cash Flows for the nine
            months ended September 30, 2005 and 2004                           4

          Notes to Condensed Consolidated Financial Statements                 5

          Item 2. Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                         12

          Item 3. Quantitative and Qualitative Disclosures About
                  Market Risk                                                 22

          Item 4. Controls and Procedures                                     24

Part II.  Other Information

          Item 1. Legal Proceedings                                           25

          Item 2. Unregistered Sales of Equity Securities and
                  Use of Proceeds                                             25

          Item 3. Defaults Upon Senior Securities                             25

          Item 4, Submission of Matters to a Vote of Security Holders         25

          Item 5. Other Information                                           25

          Item 6. Exhibits                                                    25

SIGNATURES                                                                    26

--------------------------------------------------------------------------------

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

                       COMTECH GROUP INC. and SUBSIDIARIES
                 Unaudited Condensed Consolidated Balance Sheet
                 As of September 30, 2005 and December 31, 2004


<TABLE>
<CAPTION>
                                               September 30,   September 30,   December 31,
                                                   2005            2005            2004
                                                 US$'000         RMB'000          RMB'000
                                               ------------    ------------    ------------
<S>                                            <C>             <C>             <C>
Assets
Current assets:
Cash                                                 33,138         268,151          41,444
Trade accounts receivable, net of allowance
  for doubtful accounts                              26,696         216,024         168,989
Bills receivable                                      5,349          43,281          77,338
Other trade receivables and prepaid expenses          1,106           8,953           2,176
Inventories                                           7,593          61,446          15,903
                                               ------------    ------------    ------------
Total current assets                                 73,882         597,855         305,850

Property, plant and equipment, net                      744           6,020           3,317

Total Assets                                         74,626         603,875         309,167
                                               ============    ============    ============

Liabilities and stockholders' equity
Current liabilities:
Trade accounts payable                                8,891          71,943          53,063
Amount due to other related party                       197           1,592           2,192
Bank borrowings                                       4,276          34,605          53,707
Income tax payable                                      306           2,480           1,487
Accrued expenses and other liabilities                  916           7,415           8,506
                                               ------------    ------------    ------------
Total current liabilities                            14,586         118,035         118,955
                                               ------------    ------------    ------------

Minority interests                                      856           6,925           4,204

Stockholders' equity
Common stock                                            322           2,602           2,099
Additional paid-in capital                           44,337         358,775         118,383
Deferred stock-based compensation                         0               0            (247)
Accumulated other comprehensive loss                   (839)         (6,787)              0
Retained earnings                                    15,364         124,325          65,773
                                               ------------    ------------    ------------
Total stockholders' equity                           59,184         478,915         186,008
                                               ------------    ------------    ------------

Total liabilities and stockholders' equity           74,626         603,875         309,167
                                               ============    ============    ============
</TABLE>

See notes to condensed consolidated financial statements.


                                       1
<PAGE>

                       COMTECH GROUP INC. and SUBSIDIARIES
            Unaudited Condensed Consolidated Statements of Operations
                 Three months ended September 30, 2005 and 2004

<TABLE>
<CAPTION>
                                                   Quarter 3         Quarter 3         Quarter 3
                                                     2005              2005              2004
                                                   US$'000           RMB'000           RMB'000
                                                --------------    --------------    --------------
<S>                                             <C>               <C>               <C>
Net revenue                                             26,597           215,225           147,403
Cost of revenue                                        (21,878)         (177,034)         (124,849)
                                                --------------    --------------    --------------
Gross profit                                             4,719            38,191            22,554

Selling, general and administrative expenses            (1,216)           (9,841)           (5,189)
Research and development expenses                         (594)           (4,805)           (3,481)
                                                --------------    --------------    --------------
Income from operations                                   2,909            23,545            13,884
Interest expense                                           (69)             (560)             (845)
Interest income                                            130             1,050               132
                                                --------------    --------------    --------------
Income before income tax                                 2,970            24,035            13,171
Income tax                                                (179)           (1,448)             (362)
                                                --------------    --------------    --------------
Income before minority interests                         2,791            22,587            12,809
Minority interests                                        (130)           (1,051)             (910)
                                                --------------    --------------    --------------
Net income                                               2,661            21,536            11,899
                                                ==============    ==============    ==============

<CAPTION>
                                                      US$               RMB               RMB
                                                --------------    --------------    --------------
<S>                                             <C>               <C>               <C>
Earnings per share
- Basic                                                   0.09              0.71              0.55
                                                ==============    ==============    ==============
- Diluted                                                 0.08              0.69              0.54
                                                ==============    ==============    ==============

Weighted average number of shares outstanding
- Basic                                             30,224,068        30,224,068        21,742,342
                                                ==============    ==============    ==============
- Diluted                                           31,432,482        31,432,482        21,978,521
                                                ==============    ==============    ==============
</TABLE>

See notes to condensed consolidated financial statements.


                                       2
<PAGE>

                       COMTECH GROUP INC. and SUBSIDIARIES
            Unaudited Condensed Consolidated Statements of Operations
                  Nine months ended September 30, 2005 and 2004

<TABLE>
<CAPTION>
                                                  Nine months      Nine months       Nine months
                                                     ended            ended             ended
                                                 September 30,    September 30,     September 30,
                                                     2005              2005              2004
                                                   US$'000           RMB'000           RMB'000
                                                --------------    --------------    --------------
<S>                                             <C>               <C>               <C>
Net revenue                                             73,503           594,784           464,970
Cost of revenues                                       (61,033)         (493,876)         (395,171)
                                                --------------    --------------    --------------
Gross profit                                            12,470           100,908            69,799

Selling, general and administrative expenses            (3,163)          (25,597)          (14,273)
Research and development expenses                       (1,106)           (8,953)           (5,613)
                                                --------------    --------------    --------------
Income from operations                                   8,201            66,358            49,913
Interest expense                                          (186)           (1,508)           (1,669)
Interest income                                            142             1,153               159
                                                --------------    --------------    --------------
Income before income tax                                 8,157            66,003            48,403
Income tax                                                (582)           (4,711)           (1,799)
                                                --------------    --------------    --------------
Income before minority interests                         7,575            61,292            46,604
Minority interests                                        (339)           (2,740)           (3,055)
                                                --------------    --------------    --------------
Net income                                               7,236            58,552            43,549
                                                ==============    ==============    ==============

<CAPTION>
                                                      US$               RMB               RMB
                                                --------------    --------------    --------------
<S>                                             <C>               <C>               <C>
Earnings per share
- Basic                                                   0.27              2.16              2.10
                                                ==============    ==============    ==============
- Diluted                                                 0.26              2.06              2.09
                                                ==============    ==============    ==============

Weighted average number of shares outstanding
- Basic                                             27,064,010        27,064,010        20,753,627
                                                ==============    ==============    ==============
- Diluted                                           28,364,299        28,364,299        20,833,218
                                                ==============    ==============    ==============
</TABLE>

See notes to condensed consolidated financial statements.


                                       3
<PAGE>

                       COMTECH GROUP INC. and SUBSIDIARIES
            Unaudited Condensed Consolidated Statements of Cash Flows
                  Nine months ended September 30, 2005 and 2004

<TABLE>
<CAPTION>
                                                       Nine months     Nine months      Nine months
                                                           ended           ended            ended
                                                       September 30,   September 30,    September 30,
                                                           2005            2005             2004
                                                          $'000           RMB'000         RMB'000
                                                       ------------    ------------    ------------
<S>                                                    <C>             <C>             <C>
Cash flows from operating activities:
Net income                                                    7,236          58,552          43,549
Adjustment to reconcile net income to
  net cash provided by operating activities:
      Depreciation expense                                       79             638             728
      Minority interests                                        339           2,740           3,055
      Stock based compensation cost                              31             247               0
  Changes in operating assets and liabilities:
      Trade accounts receivable, net of allowance
        for doubtful accounts                                (6,012)        (48,649)        (53,642)
      Bills receivable                                        4,209          34,057         (21,537)
      Inventories                                            (5,628)        (45,543)         (2,693)
      Other trade receivables and prepaid expenses             (819)         (6,630)         (1,036)
      Trade accounts payable                                  2,351          19,021           5,592
      Amount due to other related party                         (74)           (600)            600
      Accrued expenses and other liabilities                   (135)         (1,091)          5,491
      Income tax payable                                        122             993             212
                                                       ------------    ------------    ------------
Cash provided by (used in) operating activities               1,699          13,735         (19,681)
                                                       ------------    ------------    ------------

Cash flows from investing activities:

  Acquisition of new business                                     0               0            (906)
  Purchases of property and equipment                          (413)         (3,341)           (711)
                                                       ------------    ------------    ------------
Cash used in investing activities                              (413)         (3,341)         (1,617)
                                                       ------------    ------------    ------------

Cash flows from financing activities:

  Net cash inflow from issue of shares or share
    exchange transaction (net of transaction cost)           29,080         235,319          27,603
  (Repayment of) new bank borrowings                         (2,303)        (18,633)         72,482
  Repayment of amount due to holding company                      0               0         (50,356)
  Payment of 2003 dividend                                        0               0         (41,387)
                                                       ------------    ------------    ------------
Cash provided by financing activities                        26,777         216,686           8,342
                                                       ------------    ------------    ------------
Effect of foreign currencies on cash flows                      (47)           (373)             --
                                                       ------------    ------------    ------------

Net increase (decrease) in cash and cash equivalents         28,016         226,707         (12,956)

Cash at beginning of the period                               5,122          41,444          30,683
                                                       ------------    ------------    ------------
Cash at end of the period                                    33,138         268,151          17,727
                                                       ============    ============    ============
</TABLE>

See notes to condensed consolidated financial statements.


                                       4
<PAGE>

                       COMTECH GROUP INC. and SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
               (in thousands, except shares and per share amounts)

Note 1 - Basis Of Presentation

The  accompanying  unaudited  condensed  consolidated  financial  statements  of
Comtech Group, Inc.,  (formerly Trident Rowan Group Inc. (the "Parent")) and its
subsidiaries  (together,  "we", "us" or "our")) have been prepared in accordance
with the  instructions  to Form 10-Q and Rule 10-01 of Regulation  S-X.  Certain
information and footnote  disclosures  normally included in financial statements
prepared  in  accordance  with  United  States  generally  accepted   accounting
principles  have been  condensed  or  omitted.  For a summary of our  accounting
principles,   and  other  footnote   information,   reference  is  made  to  the
Registrant's  Audited  Consolidated  Financial  Statements  for the years  ended
December 31, 2002, 2003 and 2004 included in our Annual Report on Form 10-K (the
"10-K") filed with the Securities and Exchange Commission on March 31, 2005. The
interim financial statements and notes hereto should be read in conjunction with
the  financial  statements  and  notes  included  in the 10-K.  All  adjustments
necessary for the fair presentation of the results of operations for the interim
periods covered by this report have been included. All such adjustments are of a
normal and recurring nature. The results of operations for the nine months ended
September 30, 2005 are not necessarily  indicative of the operating  results for
the full year.

The condensed consolidated financial statements are reported in Renminbi ("RMB")
because  all of our  material  operating  entities  are  based  in and  operated
entirely within the People's  Republic of China.  The translation of RMB amounts
into U.S.  dollar ("USD")  amounts is included solely for the convenience of the
readers of the financial  statements and has been calculated at the rate of US$1
to RMB 8.0920,  the  approximate  exchange  rate at  September  30,  2005.  Such
transactions  should not be  construed as  representations  that the RMB amounts
could be converted into USD at that rate or any other rate.

Note 2 - Organization And Nature Of Business

We provide  over 500  customized  module  design  solutions  and  product  lines
integrating  components  from many  suppliers  to various  manufacturers  in the
mobile  handset and  telecom  equipment  industries  in China.  We purchase  the
specific  components  and  generate  revenue  through  the sale of the  specific
components that are incorporated in their modules.

Mr.  Jeffrey  Kang,  our  principal  shareholder  and chief  executive  officer,
directly or through entities he controls,  currently has a controlling  interest
in us.  Mr.  Kang thus has the  ability to control  the  outcome of all  matters
requiring shareholder approval, including the election of directors and approval
of significant corporate  transactions,  such as mergers,  consolidations or the
sale of substantially all of our assets.

The Share Exchange Transaction

On May 25,  2004,  the  Parent  entered  into a Share  Exchange  Agreement  (the
"Exchange Agreement") with Comtech Group, a Cayman Islands corporation, pursuant
to which the Parent acquired all of the issued and outstanding shares of Comtech
Group in exchange for the issuance in the aggregate of 20,251,075  shares of the
Parent on July 22, 2004. As a result of the transaction,  Comtech Group became a
wholly-owned  subsidiary  of the Parent and because the former  shareholders  of
Comtech Group acquired  approximately  91.2% of the Parent's  outstanding stock,
the Share  Exchange  Transaction  was accounted for as a reverse  acquisition in
which Comtech Group was deemed to be the accounting  acquirer and the Parent the
legal acquirer.  The Parent changed its name to Comtech Group, Inc. on August 2,
2004.


                                       5
<PAGE>

                       COMTECH GROUP INC. and SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
               (in thousands, except shares and per share amounts)

As a result  of the  Share  Exchange  Transaction  our  historical  consolidated
financial  statements for periods prior to the date of the transaction are those
of  Comtech  Group,  as the  accounting  acquirer,  and  all  references  to our
consolidated  financial  statements apply to the historical financial statements
of  Comtech  Group  prior  to the  transaction  and our  consolidated  financial
statements  subsequent  to  the  transaction.  Our  shares  have  been  restated
retroactively  to  reflect  the  share  exchange  ratio  as at the  date  of the
transaction in a manner similar to a stock split.

As a part of the Share  Exchange  Transaction,  we assumed fully vested  options
previously  issued by the Parent to purchase 115,000 shares of common stock with
an exercise  price of $3.00 per share.  Additionally,  we assumed  925,417 fully
exercisable common stock warrants.  Each warrant represents the right to receive
one  share of our  common  stock,  at an  exercise  price of $3.00 per share for
484,452  common  stock  warrants  and $2.50 per share for 440,965  common  stock
warrants.  The options and warrants  assumed  from the Parent  expire on July 1,
2009.

Our board of directors approved a one-for-two  reverse stock split of our common
stock on  January  14,  2005.  All per share  amounts  and  outstanding  shares,
including all common stock equivalents  (stock options and warrants),  have been
retroactively  restated in the  accompanying  condensed  consolidated  financial
statements  and notes  thereto for all periods  presented to reflect the reverse
stock split.

The Exchange Agreement provides for the issuance of up to 30,173,047  additional
shares to the  original  shareholders  of Comtech  Group in the event there is a
breach of any representations,  warranties, covenants or obligations made by the
Parent in the Exchange  Agreement,  which  indemnification  provision expired on
April 30, 2005. On April 26, 2005, we sent a notice in relation to any potential
damages in connection  with a possible claim  relating to a transaction  entered
into by the Parent prior to the consummation of the Exchange Agreement regarding
Centerpoint Corporation.

Acquisitions and Newly Formed Subsidiaries

On January 18,  2004,  we signed an  agreement  to acquire  60% of Shanghai  E&T
System  Co.,  Ltd.,  which is  located  in the PRC,  for cash  consideration  of
RMB1,200 ($145). The total assets and liabilities of the acquired subsidiary was
RMB9,235 ($1,116) and RMB8,035 ($971), respectively.

On March 18, 2004, we  established  a 100% owned  subsidiary,  Comtech  Software
Technology  (Shenzhen) Co., Ltd., in the PRC. We contributed  RMB4,966 ($600) to
this new subsidiary,  which  represented 100% of the registered  capital of this
subsidiary.

On May 12,  2005,  we organized a wholly owned  subsidiary,  United  Information
Technology Co. Ltd.  ("UIT").  UIT will engage in the storage solution  business
through a wholly owned  subsidiary in the PRC. We planned to lend UIT $4,000 for
working  capital  purposes,  of which $2,500 was lent in May 2005; the remaining
$1,500 has not been funded as of the date of this report. In addition,  UIT will
license certain  related  technology from a third party who owns such technology
at zero cost. If UIT reaches certain milestones,  UIT will have an obligation in
2006 to purchase  such  technology  and related  intellectual  property from the
third party, and as a consideration  of such purchase,  UIT will issue a certain
percentage of its equity to the third party.


                                       6
<PAGE>

                       COMTECH GROUP INC. and SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
               (in thousands, except shares and per share amounts)

Note 3 - Summary Of Principal Accounting Policies

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance with accounting principles generally accepted in the United States of
America ("US GAAP").

Revenue recognition

Sales of  telecommunication  system  equipment,  mobile  handset  components and
network protection  devices are recorded when the equipment is delivered,  title
has  passed to the  customers  and we have no  further  obligations  to  provide
services related to the operation of such equipment.  Revenue is recorded net of
value  added tax  incurred.  Such value added  taxes  amounted to (i)  RMB14,104
($1,743) and  RMB16,427,  for the quarters  ended  September  30, 2005 and 2004,
respectively,  and (ii) RMB47,921  ($5,922) and  RMB59,770,  for the nine months
ended September 30, 2005 and 2004, respectively.

Translation into United States Dollars

Our financial  statements  are stated in RMB. The  translation of RMB amounts at
and for the  quarter  ended  September  30,  2005  into U.S.  dollars  (USD) are
included solely for the convenience of readers and have been made at the rate of
RMB 8.0920 to $1. Such translations  should not be construed as  representations
that RMB amounts could be converted into USD at that rate or any other rate.

The  value of the RMB is  subject  to  changes  in  China's  central  government
policies and to  international  economic and  political  developments  affecting
supply and demand in the China Foreign  Exchange  Trading System  market.  Since
1994,  the  conversion of Renminbi into foreign  currencies,  including USD, has
been based on rates set by the People's Bank of China, which are set daily based
on the  previous  day's  interbank  foreign  exchange  market  rates and current
exchange rates on the world financial markets. Since 1994, the official exchange
rate generally has been stable,  but the Chinese  government  recently announced
that it will no longer peg its currency  exclusively to the United States dollar
but will switch to a managed  floating  exchange rate based on market supply and
demand with  reference to a basket of currencies yet to be named by the People's
Bank of China,  which will likely  increase the volatility of RMB as compared to
USD. The exchange rate of RMB to $1 changed from  RMB8.2765 to RMB8.1111 in late
July.  As of  September  30,  2005,  the  exchange  rate  had  further  moved to
RMB8.0920.

Research and development expenses

Expenditures on research and development  activities is recognized as an expense
in the  period  in which it is  incurred.  These  expenditures  amounted  to (i)
RMB4,805 ($594) and RMB3,481 for the quarters ended September 30, 2005 and 2004,
respectively  and (ii) RMB8,953  ($1,106) and RMB5,613 for the nine months ended
September 30, 2005 and 2004, respectively.

Recently Issued Accounting Pronouncements

In December  2004,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statement  of  Financial  Accounting  Standards  (SFAS) No.  123R,  "Share-Based
Payment."  This  statement  is a  revision  to SFAS No. 123 and  supersedes  APB
Opinion No. 25. This  statement  establishes  standards for the  accounting  for
transactions  in which an entity  exchanges its equity  instruments for goods or
services,  primarily  focusing on the  accounting for  transactions  in which an
entity obtains employee services in share-based payment transactions. Entities


                                       7
<PAGE>

                       COMTECH GROUP INC. and SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
               (in thousands, except shares and per share amounts)

will be required to measure the cost of employee  services  received in exchange
for an award of equity  instruments  based on the  grant-date  fair value of the
award (with limited  exceptions).  That cost will be recognized  over the period
during which an employee is required to provide service,  the requisite  service
period (usually the vesting  period),  in exchange for the award. The grant-date
fair value of employee share options and similar  instruments  will be estimated
using  option-pricing  models.  If an equity  award is modified  after the grant
date, incremental compensation cost will be recognized in an amount equal to the
excess  of the  fair  value of the  modified  award  over the fair  value of the
original award immediately before the modification.  This statement is effective
as of the  beginning of the annual  reporting  period that begins after June 15,
2005.

In accordance with the standard,  we will adopt SFAS No. 123R effective  January
1, 2006.  Upon  adoption,  we have two  application  methods to choose from: the
modified-prospective   transition   approach   or   the   modified-retrospective
transition approach. Under the modified-prospective  transition method, we would
be required to recognize  compensation cost for share-based  awards to employees
based on their  grant-date fair value from the beginning of the fiscal period in
which the recognition  provisions are first applied as well as compensation cost
for  awards  that  were  granted  prior  to,  but not  vested  as of the date of
adoption.  Prior periods remain unchanged and pro forma  disclosures  previously
required   by   SFAS   No.   123   continue   to   be   required.    Under   the
modified-retrospective  transition  method,  we would  restate  prior periods by
recognizing  compensation  cost in the  amounts  previously  reported in the pro
forma  footnote  disclosure  under  SFAS No.  123.  Under  this  method,  we are
permitted to apply this presentation to all periods presented or to the start of
the fiscal  year in which SFAS No.  123R is  adopted.  We would  follow the same
guidelines as in the  modified-prospective  transition method for awards granted
subsequent  to adoption and those that were granted and not yet vested.  We have
not yet determined  which  methodology we will adopt but believe that the impact
that the  adoption  of SFAS No.  123R will  have on our  financial  position  or
results of operations will approximate the magnitude of the stock-based employee
compensation cost disclosed in Note 5 pursuant to the disclosure requirements of
SFAS No. 123.

In November 2005, the FASB issued SFAS No. 151, "Inventory Costs -- an amendment
of ARB No. 43, Chapter 4". SFAS No. 151 clarifies the  accounting  that requires
abnormal  amounts  of idle  facility  expenses,  freight,  handling  costs,  and
spoilage costs to be recognized as current-period charges. It also requires that
allocation of fixed production  overheads to the costs of conversion be based on
the normal capacity of the production facilities. SFAS No. 151 will be effective
for  inventory  costs  incurred on or after July 1, 2005.  The Company  does not
anticipate  the  adoption of this  standard  will have a material  effect on the
Company's financial position or results of operations.

In May  2005,  the FASB  issued  SFAS No.  154,  "Accounting  Changes  and Error
Corrections"  ("SFAS 154") which replaces  Accounting  Principles Board Opinions
No. 20,  "Accounting  Changes" and SFAS No. 3, "Reporting  Accounting Changes in
Interim  Financial  Statements  -- An Amendment of APB Opinion No. 28." SFAS 154
provides guidance on the accounting for and reporting of accounting  changes and
error  corrections.  It  establishes  retrospective  application,  or the latest
practicable  date,  as the required  method for reporting a change in accounting
principle and the  reporting of a correction of an error.  SFAS 154 is effective
for accounting  changes and corrections of errors made in fiscal years beginning
after  December 15, 2005.  The Company does not  anticipate the adoption of this
statement  will have a material  effect on the Company's  financial  position or
results of operations.

Note 4 - Financing Arrangements

Certain of our customers enter into arrangements with their respective banks for
purposes of settling their bills.  Under such  arrangements,  we are entitled to
collect the amounts owed  directly  from the  customers'  banks when the invoice
becomes due. These amounts are recorded as bills  receivable on the consolidated
balance  sheets.  We, in certain  circumstances,  have arranged to transfer with
recourse  certain of our bills  receivable to our bank.  Under this  discounting
arrangement, the bank pays in advance a discounted amount to us and collects the
amounts  owed  from the  customers'  banks on the due  dates.  The  discount  is
typically 0.6% to 0.9% of the balance transferred, which is recorded as interest
expense. As of September 30, 2005 and December 31, 2004, we had discounted bills
receivable   amounting  to  approximately   RMB23,843  ($2,946)  and  RMB30,600,
respectively.


                                       8
<PAGE>

                       COMTECH GROUP INC. and SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
               (in thousands, except shares and per share amounts)

Note 5 - Stock-Based Compensation

We continue to account for stock-based compensation using the intrinsic value of
the awards.  Had compensation  cost for our stock option plan and stock purchase
rights  been  accounted  for using the fair value of awards at the grant date in
accordance  with  the  method  of SFAS  No.  123,  "Accounting  for  Stock-Based
Compensation," our net income and earnings per share would have been as follows:

For the quarter ended September 30, 2005:

                                                                    RMB'000
                                                               (except per share
                                                                    numbers)
                                                               -----------------
Net income, as reported                                             21,536
Add: Stock based compensation costs as reported                         --
Less: Stock based compensation costs under fair
  value based method for all awards                                 (3,051)
                                                               -----------------
Net income, pro forma                                               18,485
Earnings per share - basic      As reported                           0.71
                                Pro forma                             0.61
Earnings per share - diluted    As reported                           0.69
                                Pro forma                             0.59

For the nine month period ended September 30, 2005:

                                                                    RMB'000
                                                               (except per share
                                                                    numbers)
                                                               -----------------
Net income, as reported                                             58,552
Add: Stock based compensation costs as reported                        247
Less: Stock based compensation costs under fair
  value based method for all awards                                 (9,285)
                                                               -----------------

Net income, pro forma                                               49,514
Earnings per share - basic      As reported                           2.16
                                Pro forma                             1.83
Earnings per share - diluted    As reported                           2.06
                                Pro forma                             1.75

The  weighted  average  fair value of options  granted for our common  stock was
RMB13.98  ($1.73) per share for the quarter ended September 30, 2005 and for the
nine months ended  September 30, 2005,  using the  Black-Scholes  option-pricing
model based on the following assumptions:

Risk-free interest rate                                       4.78% to 4.99%
Expected life                                                 5.25 to 6.50 years
Expected volatility                                           36% to 37%
Expected dividend yield                                       --


                                       9
<PAGE>

                       COMTECH GROUP INC. and SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
               (in thousands, except shares and per share amounts)

Note 6 - Earnings Per Share

Basic  earnings  per share are  computed by dividing  net income by the weighted
average  number of shares of common stock  outstanding  for the period.  Diluted
earnings  per share are  computed by  dividing  net income by the sum of (a) the
weighted average number of shares of common stock outstanding  during the period
and (b) the dilutive  effect of potential  common stock  equivalents  during the
period.  The  weighted  average  number of shares  used for the  computation  of
diluted earnings per share is as follows:

<TABLE>
<CAPTION>
                                          Three month     Three month
                                            period          period        Nine month      Nine month
                                             ended           ended       period ended    period ended
                                         September 30,   September 30,   September 30,   September 30,
                                             2005            2004            2005            2004
                                         -------------   -------------   -------------   -------------
<S>                                      <C>             <C>             <C>             <C>
Weighted average number of shares
  outstanding - basic                       30,224,068      21,742,342      27,064,010      20,753,627

Dilutive effect of stock options
  and warrants                               1,208,414         236,179       1,300,289          79,591
                                         -------------   -------------   -------------   -------------

Weighted average number of shares
  outstanding - diluted                     31,432,482      21,978,521      28,364,299      20,833,218
                                         =============   =============   =============   =============
</TABLE>

As disclosed in note 2, in connection with the Share Exchange  Transaction,  the
terms of the Exchange  Agreement  with Parent  provide for the issuance of up to
30,173,047  additional  shares to the original  holders of Comtech  Group in the
event  there  is a  breach  of any  representations,  warranties,  covenants  or
obligations  made by Parent in the  Exchange  Agreement,  which  indemnification
provision  expired on April 30,  2005.  On April 26,  2005,  we sent a notice in
connection  with  any  potential  damages  in  respect  of a  possible  claim as
discussed in Note 2. The issuance of additional shares, if any, pursuant to this
indemnification  provision  would  result  in  dilution  to other  shareholders.
Further, we entered into an employment contract with our Chief Financial Officer
("Employment  Contract"),  the terms of the Employment  Contract provide that in
the event we engage in an underwritten  offering of shares of common stock which
yields  gross  proceeds  to us in excess  of  RMB248,295  ($30,000),  all of the
210,000 stock options had been  accelerated and fully vested as of September 30,
2005.

Note 7 - Equity

The changes in equity are primarily due to share issuance.  On July 20, 2005, we
publicly sold 5,912,160  shares of our common stock at $5.1425 per share,  after
underwriting discounts and commissions,  for gross proceeds of approximately $30
million.

Note 8 - Subsequent Events

1. On October 7, 2005,  Comtech Hong Kong  (Comtech HK) entered into a RMB40,460
($5,000) USD  denominated  credit  facility with Standard  Chartered  Bank (Hong
Kong) Limited  ("SCB"),and a RMB72,828  ($9,000) USD  denominated  facility with
Bank of China (Hong Kong) Limited  ("BOC").  Both  facilities  are guaranteed by
Comtech Group, Inc.

2. On November 9, 2005,  Comtech  Group,  a Cayman Island company and our wholly
owned subsidiary, entered an agreement with Century Teltone Technology Co. Ltd.,
pursuant to which  Comtech-Cayman will lend US$2,500 to Comtech Wireless Ltd., a
company owned 60% by  Comtech-Cayman  and 40% by Century,  for working  capital.
Wireless,   through  a  subsidiary,   will  develop  a   location-based   search
application,  which we anticipate  using in mobile phones tailored to users such
as children and the elderly.


                                       10
<PAGE>

                       COMTECH GROUP INC. and SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
               (in thousands, except shares and per share amounts)

3. On November 10, 2005, Comtech HK terminated the RMB80,920 ($10,000) revolving
credit  facility with the Bank of  Communications,  Hong Kong branch.  As of the
date of this  filing and  September  30,  2005,  there was no  outstanding  loan
balance under this facility.

4. As of the date of this filing,  there was no  outstanding  loan balance under
the SCB  facility.  This facility is secured by funds on deposit in an amount of
$2,000,  and  bears  interest  from  1.5% per  annum  over  HIBOR to USD  Prime,
depending on different  kinds of borrowings  made. The SCB facility is repayable
on demand and SCB may immediately  terminate the facility without our consent or
that of any third party.  Interest on this  facility  accrues  until  payment is
demanded by SCB.

5. As of the date of this filing,  the  outstanding  loan balance  under the BOC
facility was RMB12,769  ($1,578),  at an interest rate of  approximately  6% per
annum,  leaving RMB60,059 ($7,422) in availability.  This facility is secured by
funds on deposit in an amount of $3,000,  and bears  interest from LIBOR plus 2%
to 2.25% per annum,  depending on different  kinds of borrowings  made.  The BOC
facility is repayable on demand and BOC may  increase,  reduce and/or cancel the
facility by notice to us.  Interest on this  facility  accrues  until payment is
demanded by BOC.


                                       11
<PAGE>

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

Portions of the discussion and analysis below contain  certain  statements  that
are not  descriptions of historical  facts, but are  forward-looking  statements
within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
of the Securities and Exchange Act of 1934. These forward-looking statements may
include  statements  about  our  plans  and  objectives  for  future  expansion,
including  into  our  new  digital  consumer  electronic  and  storage  solution
products;  expectations for the domestic  wireless handset,  telecom  equipment,
consumer  electronic  and storage  solution  end-markets  in China;  anticipated
margins  for  our  solutions;   general  and  cyclical   economic  and  business
conditions,  and, in  particular,  those in China's  wireless  handset,  telecom
equipment  and consumer  electronics  industries;  our ability to enter into and
renew  key  corporate  and  strategic   relationships  with  our  customers  and
suppliers;  changes in the favorable tax incentives enjoyed by our PRC operating
companies;  and other statements  containing forward looking terminology such as
"may," "expects,"  "believes,"  "anticipates,"  "intends,"  "projects," "looking
forward"  or similar  terms,  variations  of such terms or the  negative of such
terms.  Such  information  is  based  upon  various  assumptions  made  by,  and
expectations  of, our management that were reasonable when made but may prove to
be incorrect.  All of such  assumptions are inherently  subject to uncertainties
and contingencies beyond our control and upon assumptions with respect to future
business  decisions  which are subject to change.  Accordingly,  there can be no
assurance that actual results will meet expectations and actual results may vary
(perhaps  materially)  from  certain of the results  anticipated  herein.  For a
further  description  of these and other risks and  uncertainties,  see our most
recent Annual Report filed with the Securities and Exchange  Commission (SEC) on
Form 10-K,  and our  subsequent  SEC filings.  The  following  discussion of our
financial condition and results of operations should also be read in conjunction
with our unaudited condensed  consolidated financial statements and the notes to
those financial statements appearing elsewhere in this Form 10-Q.

Overview

We are a leading  provider of customized  module  design  solutions in China and
serve  as  a  gateway  to  leading   electronics   manufacturers  in  China.  We
historically  have  focused  on  the  wireless  handset  and  telecom  equipment
end-markets,  but have recently expanded our market scope to include the digital
consumer electronics  end-market.  We work closely with leading manufacturers in
these end-markets to develop solutions to meet their needs for customized module
designs.  Our  customized  module  design  solutions  allow our customers to use
enabling technology  components from established  technology component suppliers
in a  timely  and  cost-effective  manner,  reducing  their  time-to-market  and
lowering  their overall  costs.  Over the last three years,  we have worked with
over  200  customers,  including  a  majority  of  the  largest  and  best-known
manufacturers  in the  wireless  handset and telecom  equipment  end-markets  in
China. In addition to these original equipment  manufacturers  (OEMs), our other
customers  include  industry  participants  which  support  these OEMs,  such as
subsystem  designers and manufacturers.  In developing  customized module design
solutions  for use in our  customers'  products,  we work  closely  with over 30
suppliers of enabling technology components,  including many large multinational
companies such as Broadcom, JDS Uniphase and Matsushita.

Principal Factors Affecting Our Results Of Operations

The major factors  affecting our results of operations  and financial  condition
include:

Revenue  mix.  Our net revenue and gross profit are affected by our product mix.
Over the last two years,  mobile handset module related sales, which have higher
profit  margins  than  our  telecom   equipment   module  related  sales,   have
increasingly  constituted  a  significantly  greater  portion  of our  total net
revenue.


                                       12
<PAGE>

Growth in  end-market  industries.  The  rapid  growth  of the  domestic  mobile
handset,  telecom equipment and consumer  electronics  products end-markets have
been  important   drivers  of  growth  of  China's   electronics   manufacturing
industries.  Specific  segments that we expect to continue  growing are the data
communications segment,  consisting of asymmetric digital subscriber line (ADSL)
modems and Voice over  Internet  Protocol  (VoIP)  equipment;  the  routers  and
network security equipment segments;  the optical  transmission systems segment;
and the fixed line telecom  network  segment.  The growth in these  segments has
driven,  and we  believe  will  continue  to drive,  growth  in the  electronics
manufacturing  businesses  supporting hardware OEMs,  including those engaged in
the  customized  design of module  solutions such as ourselves.  However,  these
industries  and the  respective  domestic  manufacturers  that  operate in these
industries may not continue to grow their sales at historical levels, if at all.
The  stagnation  or reduction in overall  demand for mobile  handset and telecom
equipment products would materially affect our results of operations.

Increase  in  exports.  We believe  that the  development  of a  highly-skilled,
low-cost manufacturing base has also enabled China's domestic mobile handset and
telecom equipment manufacturers to be competitive in the global marketplace.  As
an  example,  Huawei  has  become  a major  supplier  of  telecom  equipment  to
international  customers,  while ZTE, a major manufacturer of mobile handset and
telecom  equipment  in China,  as well as other  telecom  equipment  and  mobile
handset  manufacturers,  have also begun to expand  overseas.  We  believe  that
growth in the export market will likely have a positive effect on our results of
operations  and financial  condition,  as it should  increase the demand for our
solutions, particularly among our mobile handset clients.

Growth by entering new  end-markets,  strengthening  in-house  capabilities  and
leveraging  our  customer  base.  We  recently  began   targeting  the  consumer
electronics  end-market and, over time, we intend to develop  integrated circuit
and application  software design capabilities and provide solutions based on our
own proprietary  technology.  In the third quarter of 2005, we began  generating
net revenue from  customized  module design  solutions for consumer  electronics
products,  primarily  for  IPTV  set-top  boxes  and DTV,  through  sales to our
existing customers,  Haier, Konka, Lenovo, TCL and UTStarcom. We anticipate that
sales related to the consumer  electronics  end-market that we recently  entered
will  initially  have higher profit  margins than our mobile handset and telecom
equipment  modules  related  sales,  though such higher margins may decline over
time as the industry matures. Our success in the consumer electronics end-market
will  depend,  in  significant  part,  on our ability to leverage  our  existing
customer base. We expect to incur significant research and development expenses,
through  hiring  additional  engineering  personnel to develop new solutions and
expanding our intellectual property and technological capabilities,  to meet the
needs of our  customers  that have  expanded into or are expected to expand into
the consumer electronics end-market.

Net Revenue

We do not charge our  customers  an  independent  design fee for our  solutions.
Instead, our business model is to generate revenue by reselling a limited number
of specific  components  required in our module reference design. The difference
between the purchase  price we pay our  suppliers for these  components  and our
sales price to the customer for these components  compensates us for our design,
technical support and distribution services. Our net revenue is revenue net of a
17% value-added tax, or VAT.

Over the last three years,  we have worked with over 200 customers.  In addition
to many of the largest  China-based  manufacturers of mobile  handsets,  telecom
equipment and consumer  electronics  products,  our customers  include  industry
participants   supporting   these  OEMs,   such  as  subsystem   designers   and
manufacturers in China, as well as international manufacturers who have begun to
manufacture end-products in China for the domestic and international market.


                                       13
<PAGE>

Cost Of Revenue

Cost of revenue primarily consists of the purchase of components from suppliers.
We develop our customized  module design  solutions  based on specific  enabling
technology  components  purchased  from key and other  suppliers  in our  target
end-markets.  Our list of over 30 key suppliers  includes  Broadcom  (DTV),  JDS
Uniphase  (optoelectronic  components),  M-Systems  (Flash memory,  DiskOnChip),
Matsushita (switches),  NAIS (connectors,  Relay),  Pixelplus (CMOS sensors) and
Sambu (speakers). We typically issue purchase orders to our suppliers only after
we receive customer orders, enabling us to maintain low inventory levels and, in
turn, minimize risks typically  associated with holding inventory.  If we lose a
key  supplier,  or a supplier  reduces the  quantity of products it sells to us,
does not maintain a sufficient  inventory level of products required by us or is
otherwise  unable to meet our demands for its components,  we may have to expend
significant  time,  effort and other resources to locate a suitable  alternative
supplier  and  secure  replacement  components.  Even  if we are  able to find a
replacement  supplier,  we may be required to redevelop  the  customized  module
design solution to effectively incorporate the replacement components.

Operating Expenses

Selling, general and administrative expenses

Our selling  expenses  include  expenditures to promote our new module solutions
and gain a larger customer base, personnel expenses and travel and entertainment
costs related to sales and marketing activities, and freight charges. We expense
all these  expenses  as they are  incurred.  Selling  expenses  are  expected to
continue to grow in the future as we diversify by  developing  and acquiring new
design capabilities and expanding into new end-markets.

General and  administrative  expenses include  compensation and benefits for our
general and  administrative  staff,  professional  fees,  and general travel and
entertainment costs. We expense all general and administrative  expenses as they
are incurred.  We expect that general and administrative  expenses will continue
to increase for the  foreseeable  future as a result of our  expected  continued
growth and the  increased  costs of complying  with U.S.  rules and  regulations
necessary to maintain  our listing in the United  States and comply with Section
404 of the Sarbanes-Oxley Act of 2002.

Research and development expenses

Research  and  development  expenses  consist  primarily of salaries and related
costs of the employees engaged in research,  design and development  activities;
the costs for design and testing;  the cost of parts for  prototypes;  equipment
depreciation;  and third party  development  expenses.  We expense  research and
development  expenses as they are incurred.  As of September 30, 2005, we had 66
engineers  and other  technical  employees  engaged in research and  development
related activities to develop new customized module design solutions targeted at
the mobile  handset,  telecom  equipment  and consumer  electronics  industries.
Research and development  expenses were significantly  higher in the nine months
ended  September  30,  2005 than they  were in the same  period of 2004,  and we
expect that our research and development  expenses,  including those relating to
the planned  hiring of  additional  research  and  development  personnel,  will
increase  in the  future as we seek to expand our  business  by  developing  new
customized  module design  solutions and  penetrating  new  end-markets  such as
consumer electronics.

Minority Interest

Minority interests consist of 40% of the outstanding equity interest in Shanghai
E&T, 45% of the outstanding equity interest in Comtech Broadband and 1.4% of the
outstanding equity interest in OAM, a non-operating Italian subsidiary,  held by
minority  shareholders  of these  entities.  For the quarter ended September 30,
2005,  approximately  22% (2004:  10%) of our total net  revenue  was  generated
through Shanghai E&T and Comtech Broadband.  For the nine months ended September
30, 2005,  approximately  13% (2004: 10%) of our total net revenue was generated
through Shanghai E&T and Comtech Broadband.


                                       14
<PAGE>

Taxation

We are a holding  company  incorporated  in the State of  Maryland  and  conduct
substantially all our operations through our PRC operating  companies.  Although
we are  subject  to  United  States  taxation,  we do not  anticipate  incurring
significant  United  States  income tax  liability  for the  foreseeable  future
because:

            o     we do not conduct any material business in the United States,

            o     the earnings generated from our non-U.S.  operating  companies
                  are  generally  eligible  for a deferral  from  United  States
                  taxation  until such  earnings are  repatriated  to the United
                  States, and

            o     we believe that we will not generate any significant amount of
                  income  for  inclusion  under  the  income   imputation  rules
                  applicable  to a United States  company that owns  "controlled
                  foreign  corporations"  for United States  federal  income tax
                  purposes.

Our subsidiaries  that are incorporated in Cayman Islands and the British Virgin
Islands are not subject to income taxes in those jurisdictions.

The usual  statutory  tax rate  applicable  to PRC  companies is 33%,  while the
statutory tax rate applicable to PRC companies in the Shenzhen  Special Economic
Zone in  China is 15%.  Since  three of our PRC  operating  companies,  Shenzhen
Comtech,  Comtech  Communication  and Comtech  Software,  are established in the
Shenzhen  Special  Economic Zone and have agreed to operate for a minimum of ten
years in China,  Shenzhen  Comtech  was, and Comtech  Communication  and Comtech
Software have been and will continue to be, entitled to preferential  income tax
treatment under PRC law as follows:

            o     Shenzhen Comtech was subject to a three-year  preferential tax
                  rate of 7.5% in 2002, 2003 and 2004; and

            o     Comtech  Communication  operated under a zero-tax exemption in
                  2003  and  2004,   and  will  be  subject   to  a   three-year
                  preferential tax rate of 7.5% in 2005, 2006 and 2007.

            o     Comtech Software has been operating under a zero-tax exemption
                  in  2005  and  2006,  and  will  be  subject  to a  three-year
                  preferential tax rate of 7.5% in 2007, 2008 and 2009.

Following  expiration of the preferential tax treatment described above, our PRC
operating  companies  located  in the  Shenzhen  Special  Economic  Zone will be
subject to the  statutory  tax rate of 15%. In addition,  Shanghai  E&T, our PRC
operating  company  located in the Shanghai Qingpu Zone, has elected to be taxed
on a deemed  basis at 0.5% of its net  revenue  in  accordance  with  guidelines
issued by the local tax authority in the Shanghai Qingpu Zone in 2004.

As a result  of the  incentives  above,  our  operations  have been  subject  to
relatively low tax liabilities.  Our effective tax rate for the third quarter of
2005 was  6.0%,  whereas  that  for the same  period  of 2004 it was  2.7%.  Our
effective  tax rate for the nine  months  ended  September  30,  2005 was  7.1%,
whereas  that for the same  period  of 2004 it was  3.7%.  Our  increase  in the
effective tax rate was mostly due to the ending of the  preferential  income tax
period for Shenzhen Comtech and Comtech  Communication.  Having been granted the
preferential  tax treatment for Comtech  Software,  we expect that the effective
tax rate will become lower by second half year of 2005.


                                       15
<PAGE>

Basis of Presentation

Our  financial  statements  reflect the  historical  consolidated  operations of
Comtech Cayman.  In the July 2004 share exchange with Trident,  the stockholders
of Comtech Cayman received  approximately 91.2% of the  then-outstanding  common
stock of Trident. This share exchange transaction was accounted for as a reverse
acquisition  in which  Comtech  Cayman was deemed the  accounting  acquirer  and
Trident was deemed the legal acquirer. In connection with the share exchange, we
changed our name to Comtech Group, Inc. from Trident.

As a result of the share exchange transaction:

            o     the  historical  financial  statements  of Trident for periods
                  prior to the date of the  share  exchange  transaction  are no
                  longer presented;

            o     the historical  financial  statements for periods prior to the
                  date of the transaction  are those of Comtech  Cayman,  as the
                  accounting acquirer;

            o     all  references  to  the  financial  statements  apply  to the
                  historical financial statements of Comtech Cayman prior to the
                  transaction; and

            o     the  number of our  shares of common  stock has been  restated
                  retroactively  to reflect the share  exchange  ratio as at the
                  date of the share exchange transaction.

Three months ended  September 30, 2005 compared to three months ended  September
30, 2004

Revenue

Details of net revenue for the three months ended September 30 were as follows:

                                                      2005             2004
                                                      ----             ----
                                                    RMB'000          RMB'000
                                                --------------   --------------
Mobile handset                                         110,461           82,625
Telecom equipment                                       86,609           63,693
Consumer electronics and others                         18,155            1,085
                                                --------------   --------------
                                                       215,225          147,403

Net revenue was RMB67,822 thousand or 46% higher than that of the same period of
the prior year. The increase was mainly attributable to substantial sales growth
(approximately  35%) in mobile handset and telecom equipment  products resulting
from  expanded  customer  bases and a greater  variety  of  product  design-ins.
Revenue from consumer electronics and others also contributed to the increase in
net revenue by more than RMB17 million, due to newly-launched  designs,  such as
Broadcom-branded products, in 2005.

Gross margin

Gross margin increased from RMB22,554  thousand or 15.3% in the third quarter of
2004 to RMB38,191  thousand or 17.7% in the same period of 2005. The increase in
gross margin  percentage was  principally  due to a change in product mix toward
consumer  electronic  module-related  sales that have relatively  higher average
margins,  appreciation  of the RMB against the USD since late July and decreased
marginal cost of revenue which resulted from bulk purchases.


                                       16
<PAGE>

Selling, R&D, general and administrative expenses

Selling,  R&D, general and  administrative  expenses of RMB14,646  thousand were
RMB5,976  thousand or 68.9% higher than those of the same period last year.  The
details of the expenses  for the three month  period  ended  September 30 are as
follows:

                                                      2005             2004
                                                      ----             ----
                                                    RMB'000          RMB'000
                                                --------------   --------------
Selling expenses                                         4,765            1,673
R&D expenses                                             4,805            3,481
General and administrative expenses                      5,076            3,516
                                                --------------   --------------
                                                        14,646            8,670

The increase in the selling expenses by RMB3,092 thousand, or 184.8%, was mainly
attributed  to an increase in sales and an increase in  headcount  for the sales
division. An allowance on bad debt of RMB 1,214 thousand also contributed to the
increase.

R&D  expenses  increased  by  RMB1,324  thousand,  or 38.0%.  The  increase  was
comprised  of an  increase in R&D  personnel  and  engineers  and an increase in
research  related  to our  potential  expansion  into new  consumer  electronics
markets.

General and administrative expenses increased by RMB1,560 thousand or 44.4%. The
principal  factors for the increase are professional  fees related to compliance
work  for  the  public  company  and an  increase  in  headcount  in  supporting
departments to enhance the internal control system.

Interest expense

Interest  expense in the third  quarter of 2005  amounted to RMB560  thousand as
compared to RMB845  thousand in the same period of 2004.  The decrease  resulted
from lower levels of bank borrowings in the third quarter of 2005 as compared to
the same  period of 2004.  The average  interest  rates  applicable  to the bank
borrowings  for the  quarters  ended  September  30,  2005  and 2004  were  both
approximately 6.4% per annum.

Interest income

Interest  income in the third  quarter of 2005  amounted to  RMB1,050  thousand,
compared  to RMB132  thousand  in the same  period  of 2004.  The  increase  was
principally  attributable to the proceeds of approximately  $30 million received
from the public  offering on July 20, 2005.  Higher net cash  inflows  generated
from revenue  resulting from higher average deposit balances also contributed to
the increase in interest income.

Income tax

The  effective  tax rate in the third  quarter of 2005 was 6.0% compared to 2.7%
for the  comparable  period in the prior year. The increase in the effective tax
rate was mostly due to the expiration of the  preferential tax period for two of
our PRC subsidiaries, Shenzhen Comtech and Comtech Communication.


                                       17
<PAGE>

Net income

As a result of the above items,  net income for the quarter ended  September 30,
2005 was RMB21,536  thousand compared to net income of RMB11,899 thousand in the
corresponding period of 2004.

Earnings per share

We reported  basic per share  earnings of RMB0.71 for the third  quarter of 2005
based on 30,224,068  outstanding  weighted  average shares and diluted per share
earnings of RMB0.69 based on 31,432,482  outstanding  weighted  average  shares,
compared  to  basic  and  diluted  per  share  earnings  of  RMB0.55  and  0.54,
respectively,  for the same  period  of 2004,  based on  21,742,342  outstanding
weighted  average  shares (basic) and 21,978,521  outstanding  weighted  average
shares (diluted), respectively.

Nine months ended September 30, 2005 compared to nine months ended September 30,
2004

Revenue

Details of net revenue for the nine months ended September 30 were as follows:

                                                      2005             2004
                                                      ----             ----
                                                    RMB'000          RMB'000
                                                --------------   --------------
Mobile handset                                         322,227          279,473
Telecom equipment                                      231,510          179,327
Consumer electronics and others                         41,047            6,170
                                                --------------   --------------
                                                       594,784          464,970

Net  revenue was  RMB129,814  thousand,  or 27.9%,  higher than that of the same
period of the prior year. The increase was mainly attributed to stable growth in
sales of mobile  handsets,  telecom  equipment and digital  consumer  electronic
products and additional  revenue from new business  lines,  such as Broadcom and
digital TV products.

Gross margin

Gross margin increased from RMB 69,799,  thousand or 15.0%, in nine months ended
September 30, 2004 to RMB 100,908 thousand, or 17.0% in the same period of 2005.
The increase in gross margin  percentage was  principally  due to an increase in
consumer  electronic module sales which have a higher average margin than mobile
handsets or telecom equipment.

Selling, R&D, general and administrative expenses

Selling,  R&D, general and  administrative  expenses of RMB34,549  thousand were
RMB14,663  thousand or 73.7% higher than those of the same period last year. The
details of the  expenses  for the nine month  period  ended  September 30 are as
follows:

                                                      2005             2004
                                                      ----             ----
                                                    RMB'000          RMB'000
                                                --------------   --------------

Selling expenses                                        11,259            6,059
R&D expenses                                             8,953            5,613
General and administrative expenses                     14,338            8,214
                                                --------------   --------------
                                                        34,550           19,886


                                       18
<PAGE>

The increase in the selling expenses by RMB5,200 thousand,  or 85.8%, was mainly
attributed  to an increase in sales  staff,  and to an  allowance on bad debt of
RMB2,300 thousand.

R&D expenses increased by RMB3,340 thousand or 59.5%. The increase was comprised
of an increase in R&D personnel  and  engineers  and in research  related to our
potential expansion into new consumer  electronics  markets,  and the opening of
two new research centers in Shenzhen and Shanghai in the first quarter of 2005.

General and administrative expenses increased by RMB6,124 thousand or 74.6%. The
principal  factor for the  increase  is  corporate  expenses  related to being a
public company.

Interest expense

Interest  expense in the nine  months  ended  September  30,  2005  amounted  to
RMB1,508  thousand as compared to RMB1,669  thousand in the same period of 2004.
The average  interest  rate during the nine months ended  September 30, 2005 was
5.8% per annum as compared to 4.1% per annum during the same period of 2004. The
increase resulted from the gradual increase in the official  borrowing  interest
rate.

Interest income

Interest income in the nine months ended September 30, 2005 amounted to RMB1,153
thousand,  compared to RMB159  thousand in the same period of 2004. The increase
was  principally  attributable  to the  proceeds  of  approximately  $30 million
received  in the public  offering  on July 20,  2005.  Higher  net cash  inflows
generated  from revenue  resulting  from higher  average  deposit  balances also
contributed to the increase.

Income tax

The  effective  tax rate for the nine months ended  September  30, 2005 was 7.1%
compared to 3.7% for the comparable period in the prior period.  The increase in
the effective tax rate was mostly due to the expiration of the  preferential tax
period  for  two  of  our  PRC   subsidiaries,   Shenzhen  Comtech  and  Comtech
Communication.

Net income

As a result of the above items,  net income for the nine months ended  September
30, 2005 was RMB58,552  thousand compared to net income of RMB43,549 thousand in
the corresponding period of 2004.

Earnings per share

We  reported  basic per share  earnings  of RMB2.16  for the nine  months  ended
September 30, 2005 based on 27,064,010  outstanding  weighted average shares and
diluted per share earnings of RMB2.06 based on 28,364,299  outstanding  weighted
average shares,  compared to basic and diluted per share earnings of RMB2.10 and
2.09, respectively, for the same period of 2004, based on 20,753,627 outstanding
weighted  average  shares (basic) and 20,833,218  outstanding  weighted  average
shares (diluted), respectively.


                                       19
<PAGE>

Liquidity and Capital Resources

Cash flows and working capital

Our accounts payable cycle typically averages  approximately one month,  whereas
our  receivables   cycle   typically   averages   approximately   three  months.
Accordingly, working capital is needed to fund this time difference.

As  of  September  30,  2005,  we  had  no  material   commitments  for  capital
expenditures.

We  regularly  review our cash  funding  requirements  and attempt to meet those
requirements through a combination of cash on hand, cash provided by operations,
and available borrowings under bank lines of credit and factoring facilities. At
times, we may evaluate  possible  acquisitions of, or investments in, businesses
that are  complementary  to ours,  which may require the use of cash. We believe
that our cash, operating cash flows, credit  arrangements,  and access to equity
capital markets, taken together,  provide adequate resources to fund our ongoing
operating expenditures for the next 12 months. In the event that they do not, we
may  require  additional  funds in the future to  support  our  working  capital
requirements or for other purposes and may seek to raise such  additional  funds
through the sale of public or private equity, as well as from other sources.

As of  September  30, 2005,  we had working  capital of  RMB479,820  thousand as
compared with working capital of RMB186,895 thousand at December 31, 2004.

On July 20,  2005 we  publicly  sold  5,912,160  shares of our  common  stock at
$5.1425 per share,  after  underwriting  discounts  and  commissions,  for gross
proceeds of  approximately  $30 million.  Of the net  proceeds of  approximately
$29.4 million,  approximately 50% will be used to fund strategic alliances,  30%
will be used to increase  research and development  efforts and 20% will be used
for general working capital purposes.

Operating  activities  provided  cash of RMB13,735  thousand for the nine months
ended  September  30, 2005  compared to cash used of  RMB19,681  thousand in the
corresponding  period  of 2004.  The  increase  in cash  provided  by  operating
activities as compared to the prior year is primarily due to the increase in net
income  and  decreases  in bills  receivable  of  RMB34,057  thousand  and trade
accounts  payable of  RMB19,021  thousand.  The  increase  was partly  offset by
increases in trade accounts  receivable of RMB48,649  thousand,  in inventory of
RMB45,543  thousand and in other trade  receivables  of RMB6,630  thousand.  The
overall cash inflows from operating  activities was mainly  attributable  to the
closer  monitoring  of credit and  collection  policies for trade  debtors.  The
increase in inventory  was  associated  with more  purchases  for future  sales.
Investing  activities  used  RMB3,341  thousand  during  the nine  months  ended
September 30, 2005, mainly for purchases of fixed assets.

Financing  activities  provided net cash of RMB235,319  thousand during the nine
months ended  September 30, 2005,  from the issue of shares (net of  transaction
cost), offset by the repayment of bank borrowings (RMB18,633 thousand).

Indebtedness

Banking  arrangements.  In July 2004, Comtech Hong Kong, our Hong Kong operating
company,   entered   into  a   RMB32,368   thousand   ($4,000   thousand)   U.S.
dollar-denominated  revolving  credit facility with the Bank of  Communications,
Hong Kong branch. In September 2004, the amount of the facility was increased to
RMB80,920 thousand ($10,000 thousand). This facility was terminated November 10,
2005.  On October 7, 2005,  Comtech Hong Kong entered into a RMB40,460  thousand
($5,000  thousand)  U.S.  dollar   denominated  credit  facility  with  Standard
Chartered  Bank (Hong Kong)  Limited  ("SCB"),and a RMB72,828  thousand  ($9,000
thousand) U.S. dollar denominated  facility with Bank of China ("BOC").  Both of
the SBC and BOC  facilities  are  guaranteed by Comtech  Group,  Inc. Apart from
income from operations, these revolving credit facilities serve as our principal
source of liquidity to fund our working capital needs.


                                       20
<PAGE>

As of the date of this filing,  there was no outstanding  loan balance under the
SCB  facility.  This  facility  is  secured  by funds on deposit in an amount of
$2,000,000,  and bears  interest  from 1.5% per annum  over  HIBOR to USD Prime,
depending on different  kinds of borrowings  made. The SCB facility is repayable
on demand and SCB may immediately  terminate the facility without our consent or
that of any third party.  Interest on this  facility  accrues  until  payment is
demanded by SCB.

As of the date of this  filing,  the  outstanding  loan  balance  under  the BOC
facility  was  RMB12,769  thousand  ($1,578  thousand),  at an interest  rate of
approximately 6% per annum,  leaving  RMB60,059  thousand  ($7,422  thousand) in
availability.  This  facility  is  secured  by funds on  deposit in an amount of
$3,000,000,  and bears interest from LIBOR plus 2% to 2.25% per annum, depending
on different  kinds of borrowings  made. The BOC facility is repayable on demand
and BOC may  increase,  reduce  and/or  cancel  the  facility  by  notice to us.
Interest on this facility accrues until payment is demanded by BOC.

Factoring  arrangements.  In August 2004, Comtech  Communication entered into an
accounts  receivable  factoring  agreement  with  Guangdong   Development  Bank,
Shenzhen  branch.  Under the terms of the agreement,  accounts  receivable  from
UTStarcom,  one of our  major  customers,  up to a maximum  amount of  RMB30,000
thousand  ($3,624  thousand),  can be transferred to the bank with recourse.  An
amount equal to 30% of the accounts  receivable  transferred is secured by funds
we have on deposit with the bank.  The factoring  arrangement  bears interest at
the PRC official loan interest rate, payable monthly.  As of September 30, 2005,
we had no factored accounts  receivable  outstanding under the agreement and had
no pledged deposit with Guangdong Development Bank.

Bills  receivable.  Some of our  customers  enter into  arrangements  with their
respective banks for purposes of settling their bills.  Under such arrangements,
we are entitled to collect the amounts owed directly from the  customers'  banks
when the invoice becomes due. These amounts are recorded as bills  receivable on
our consolidated balance sheets. In certain  circumstances,  we have arranged to
transfer with recourse  certain of our bills  receivable to the bank. Under this
discounting  arrangement,  the bank pays a discounted  amount to us and collects
the amounts owed from the  customers'  banks.  The discount is typically 0.6% to
0.9% of the balance  transferred,  which is recorded as interest expense.  As of
September  30,  2005,  we  had   discounted   bills   receivable   amounting  to
approximately RMB23,843 thousand ($2,946 thousand).

Future liquidity needs

As of September  30, 2005, we had  approximately  RMB268,151  thousand  ($33,138
thousand) in cash. We regularly review our cash funding requirements and attempt
to meet those requirements  through a combination of cash on hand, cash provided
by  operations,  available  borrowings  under bank lines of credit and  possible
future  public or private  equity  offerings.  At times,  we  evaluate  possible
acquisitions of, or investments in,  businesses that are  complementary to those
of ours,  which  transactions  may require the use of cash.  We believe that our
cash, other liquid assets, operating cash flows, credit arrangements,  access to
equity capital  markets,  taken  together,  provide  adequate  resources to fund
ongoing  operating  expenditures.  In the event that they do not, we may require
additional  funds in the future to support our working  capital  requirements or
for other purposes and may seek to raise such additional  funds through the sale
of public or private equity as well as from other sources.

Our most liquid assets are cash, cash  equivalents  and short-term  investments.
Because of their liquidity, these assets are not directly affected by inflation.
Because we intend to retain and  continue to use our  equipment,  furniture  and
fixtures and leasehold  improvements,  we believe that the incremental inflation
related  to  replacement  costs of such  items  will not  materially  affect our
operations.  However, the rate of inflation affects our expenses,  such as those
for employee compensation and contract services,  which could increase our level
of expenses and the rate at which we use our resources.


                                       21
<PAGE>

Critical Accounting Policies

The preparation of our condensed  consolidated  financial statements requires us
to make estimates and judgments that affect the reported  amounts of our assets,
liabilities,  revenue and expenses.  These estimates are based on our historical
experience  and on various other  assumptions  that we believe to be reasonable.
Estimates are evaluated on an ongoing basis,  but actual results may differ from
these estimates.

Critical  accounting  policies are those that, in  management's  view,  are most
important in the portrayal of our financial condition and results of operations.
Those that require significant judgments and estimates include:

Revenue  recognition.  Revenue, net of VAT, from sales related to our customized
module design solutions are recorded when the specific  components  contained in
the related module reference  design sold by us are delivered,  title has passed
to our customers and we have no further  obligation to provide  services related
to the operation of the components.

Allowance for doubtful accounts. We establish an allowance for doubtful accounts
primarily based upon the age of receivables  and factors  surrounding the credit
risk of specific  customers.  We  generally do not require  collateral  or other
security from our customers.  As of September 30, 2005, our accounts  receivable
balance  was  RMB216,240  thousand,  net of a RMB6,152  thousand  allowance  for
doubtful  accounts.  As our business  grows,  we expect our accounts  receivable
balances to  increase,  as could our  allowance  for doubtful  accounts.  If the
financial  condition of our customers  deteriorates,  our uncollectible  account
receivables could exceed our current or future allowances.

Stock  option  valuation.  We account  for  stock-based  compensation  using the
intrinsic value method in accordance with  Accounting  Principles  Board ("APB")
Opinion No. 25,  "Accounting  for Stock  Issued to  Employees",  and its related
interpretations.  Under  this  method,  compensation  cost  for  stock  options,
warrants  and stock  awards is  measured  as the  excess,  if any, of the quoted
market  price of our  common  stock at the date of the grant  over the amount an
employee must pay to acquire the stock.

The fair  value of the  options  was  estimated  at the date of grant  using the
Black-Scholes option valuation model based on certain assumptions  including the
expected risk-free interest rate, the expected dividend yield, the expected life
of the  options,  and the expected  stock price  volatility.  The  Black-Scholes
option  valuation  model was developed  for use in estimating  the fair value of
traded options.  Our employee stock options have  characteristics  significantly
different from those of traded options such as limited  transferability  and, in
most cases, vesting  restrictions.  In addition,  the assumptions used in option
valuation models are based upon historical  averages that may not predict future
results,  particularly  the expected  stock price  volatility of the  underlying
stock.  Changes in these input  assumptions can materially affect the fair value
estimate of the options.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign exchange risk

The functional currency of our major operating entities is the RMB. Transactions
in other currencies are recorded in RMB at the rates of exchange prevailing when
the  transactions  occur.  Monetary assets and liabilities  denominated in other
currencies are remeasured into RMB at rates of exchange in effect at the balance
sheet  dates.  Exchange  gains and  losses are  recorded  in our  statements  of
operations as a component of current period earnings.


                                       22
<PAGE>

The PRC State  Administration  for Foreign Exchange,  under the authority of the
People's  Bank of China,  controls  the  conversion  of  Renminbi  into  foreign
currencies.  The principal  regulation  governing  foreign currency  exchange in
China is the Foreign Currency Administration Rules (1996), as amended. Under the
Rules,  once various  procedural  requirements  are met, RMB is convertible  for
current account transactions,  including trade and services, but not for capital
account  transactions,  including  direct  investment,  loan  or  investment  in
securities outside China, unless the prior approval of the State  Administration
of Foreign Exchange of the People's Republic of China is obtained.  Although the
Chinese  government  regulations  now allow  greater  convertibility  of RMB for
current account transactions,  significant restrictions still remain. Currently,
our PRC subsidiaries,  Comtech Communication and Comtech Software,  may purchase
foreign  exchange for settlement of current  account  transactions in accordance
with certain procedural requirements under PRC law. A portion of our net revenue
will need to be converted  into other  currencies  to meet our foreign  currency
obligations,    which    primarily    include    debt    service    on   foreign
currency-denominated debt and purchases of imported components.

The  value of the RMB is  subject  to  changes  in  China's  central  government
policies and to  international  economic and  political  developments  affecting
supply and demand in the China Foreign  Exchange  Trading System  market.  Since
1994,  the  conversion  of Renminbi  into  foreign  currencies,  including  U.S.
dollars,  has been based on rates set by the People's  Bank of China,  which are
set daily based on the previous day's  interbank  foreign  exchange market rates
and current  exchange  rates on the world  financial  markets.  Since 1994,  the
official  exchange rate  generally has been stable,  but the Chinese  government
recently  announced  that it will no longer peg its currency  exclusively to the
United States dollar but will switch to a managed  floating  exchange rate based
on market supply and demand with  reference to a basket of currencies  yet to be
named by the People's Bank of China,  which will likely  increase the volatility
of RMB as compared to U.S. dollars.  The exchange rate of RMB to $1 changed from
RMB8.2765 to RMB8.1111 in late July. As of September 30, 2005, the exchange rate
had further moved to RMB8.0920.

We  conduct  substantially  all of our  operations  through  our  PRC  operating
companies, and their financial performance and position are measured in terms of
RMB.  Any  devaluation  of the  RMB  against  the  United  States  dollar  would
consequently  have an  adverse  effect on our  financial  performance  and asset
values when  measured  in terms of United  States  dollars.  Our  solutions  are
primarily  procured,  sold and delivered in the PRC for RMB. The majority of our
revenues are  denominated in RMB.  Should the RMB devalue  against United States
dollar, such devaluation could have a material adverse effect on our profits and
the foreign currency  equivalent of such profits repatriated by the PRC entities
to us. On the other hand,  because  many of our  customers  are  involved in the
export of goods, the  appreciation of the RMB could make our customers  products
more  expensive to purchase,  which may have an adverse impact on their sales. A
decrease in sales by our customers could have an adverse effect on our operating
results.  In  addition,  from time to time we may have U.S.  dollar  denominated
borrowings,  and  therefore  the  decoupling of the RMB may affect our financial
performance in the future.


                                       23
<PAGE>

In the past we have experienced minimal foreign exchange gain and losses to date
due to the  relative  stability  of the  RMB.  We had a  comprehensive  loss  of
RMB6,787 thousand ($839 thousand) due to foreign exchange translation during the
quarter  ended  September  30,  2005.  We do not know what  further  effect  the
decoupling of the RMB from the U.S. dollar will have on our financial statements
and results of operations.  We do not currently engage in hedging  activities to
reduce our exposure to exchange rate fluctuations.

Interest rate risk

We are exposed to interest  rate risk  arising from having  short-term  variable
rate borrowings  from time to time. Our future interest  expense would fluctuate
in line with any change in our borrowing  rates.  We do not have any  derivative
financial  instruments  and believe our exposure to interest rate risk and other
relevant market risks is not material. Our bank borrowings amounted to RMB34,605
million ($4,276  million) as of September 30, 2005.  Based on a variable rate of
return, the bank borrowings approximated fair value at that date.

Inflation

In recent  years,  China has not  experienced  significant  inflation,  and thus
inflation  has not had a material  impact on our results of operations in recent
years.  According to the National  Bureau of Statistics of China,  the change in
Consumer Price Index in China was -0.8%,  1.2% and 3.9% in 2002,  2003 and 2004,
respectively.

Item 4. CONTROLS AND PROCEDURES

Under the supervision and with the  participation  of our management,  including
our chief  executive  officer  and chief  financial  officer,  we  conducted  an
evaluation of the  effectiveness  of the design and operation of our  disclosure
controls and  procedures,  as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as of September 30, 2005, the end of the period
covered by this report (the "Evaluation  Date").  Based on this evaluation,  our
chief  executive  officer  and  chief  financial  officer  concluded  as of  the
Evaluation Date that our disclosure  controls and procedures were effective such
that the  material  information  required to be included in our  Securities  and
Exchange  Commission,  or SEC,  reports is recorded,  processed,  summarized and
reported  within the time periods  specified in SEC rules and forms  relating to
us,  including  our  consolidating  subsidiaries,  and was made known to them by
others within those entities.  There were no changes in our internal controls or
in other factors during the most recent quarter that has materially affected, or
is reasonably likely to materially  affect, our internal controls over financial
reporting.


                                       24
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

We have received a draft  compliant  threatening  an action for damages  arising
from  alleged  breaches of  fiduciary  duties in  connection  with  transactions
involving Centerpoint Corporation and Bion Environmental Technologies,  Inc. The
transactions took place before the consummation of our share exchange  agreement
with Trident,  at a time when Trident and our subsidiary,  OAM, owned a majority
of the shares of Centerpoint. We are named as a potential defendant in the draft
complaint,  together with OAM, and Mark Hauser and Mark Segall,  who are current
members of our board of directors, and other individuals and entities associated
with Trident.  The draft  complaint is said to be on behalf of Centerpoint and a
class of Bion shareholders, and alleges that the potential defendants controlled
the affairs of Centerpoint,  and used their  positions,  among other things,  to
divert  Centerpoint  assets to themselves.  We are investigating the allegations
made in the draft  complaint,  which  seeks  damages in an  unspecified  amount.
Should any formal  legal  proceedings  be  instituted,  we intend to  vigorously
defend  ourselves,  although we cannot predict the outcome of any possible legal
proceedings.

Except  as  described  above,  we are not  currently  involved  in any  material
litigation.  From time to time, we may also be involved in litigation arising in
the normal course of our business.

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

None.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None

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

None

Item 5. OTHER INFORMATION

(a) On  November  10,  2005,  Comtech  HK  terminated  the  RMB80,920  ($10,000)
revolving credit facility with the Bank of Communications,  Hong Kong branch. As
of the date of this filing and September 30, 2005, there was no outstanding loan
balance under this facility.

Item 6. EXHIBITS

      31.1  Rule 13a-14(a) Certification of Chairman and Chief Executive
            Officer.

      31.2  Rule 13a-14(a) Certification of Chief Financial Officer.

      32    18 U.S.C Section 1350 Certifications.


                                       25
<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.

                                       COMTECH GROUP, INC.


November 14, 2005                      By: /s/ Jeffrey Kang
                                           -------------------------------------
                                           Jeffrey Kang
                                           Chief Executive Officer and President


November 14, 2005                      By: /s/ Hope Ni
                                           -------------------------------------
                                           Hope Ni
                                           Chief Financial Officer


                                       26