U.S.
Securities and Exchange Commission





Washington,
D.C. 20549





Form
10-K




x
            ANNUAL REPORT PURSUANT TO SECTION
      13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF
    1934





For
the fiscal year ended September 30, 2009





or





o
            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: 0-30611





Teleconnect
Inc.


(Exact
name of registrant as specified in its charter)





Florida
              
              90-0294361(State
      or other jurisdiction of
              
              (I.R.S.
      Employer Identification No.incorporation
      or organization)





Oude
Vest 4


4811
HT,  Breda


The
Netherlands


(Address
of principal executive offices)





Registrant’s
telephone number, including area code: 011-31-630 048
023





Securities
registered pursuant to Section 12(b) of the Act: None





Securities
registered pursuant to Section 12(g) of the Act:





Common Stock, $0.001 par
value


Title of
Class





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes o No x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.  Yes o No x





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x   No
o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yes o    No
o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.





Large
      accelerated filer o
            Accelerated
      filer oNon-accelerated
      filer o
            Smaller
      reporting company x





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





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed fiscal quarter
ended June 30, 2009:  $14,860,851 with 4,953,617 shares outstanding
after the effect of the 1 for 100 reverse split approved by the shareholders at
a meeting held on November 12, 2009.  At the date of this filing, the
reverse split has not yet taken effect but is expected imminently and is
represented herein for consistency with the financial statements and the notes
to the consolidated financial statements which are required by U.S. GAAP rules
to reflect retroactively the effect of the reverse 1 for 100 split.





APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1943 subsequent to the distribution of securities under a plan confirmed by a
court. Yes o   No
o





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





Indicate
the number of shares outstanding of each of the registrant's classes of common
stock, as of the last practicable date:  January 12,
2010:  4,953,617 shares of common stock, $.001 par value after the
effect of the 1 for 100 reverse split approved by the shareholders at a meeting
held on November 12, 2009.





DOCUMENTS
INCORPORATED BY REFERENCE





List
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933:  None.










TABLE
OF CONTENTS





PART
      IItem
      1
              Business
              3Item
      1A
              Risk
      Factors
              8Item
      1B
              Unresolved
      Staff Comments
              8Item
      2
              Properties
              8Item
      3
              Legal
      Proceedings
              9Item
      4
              Submission
      of Matters to a Vote of Security Holders
              9PART
      IIItem
      5
              Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
              9Item
      6
              Selected
      Financial Data
              10Item
      7
              Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
              11Item
      7A
              Quantitative
      and Qualitative Disclosures About Market Risk
              15Item
      8
              Financial
      Statements and Supplementary Data
              16Item
      9
              Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
              31Item
      9A
              Controls
      and Procedures
              31Item
      9B
              Other
      Information
              31PART
      IIIItem
      10
              Directors,
      Executive Officers and Corporate Governance
              32Item
      11
              Executive
      Compensation
              32Item
      12
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
              34Item
      13
              Certain
      Relationships and Related Transactions, and Director
      Independence
              34Item
      14
              Principal
      Accounting Fees and Services
              34PART
      IVItem
      15
              Exhibits,
      Financial Statements, Schedules
              34Signatures
              36




2




PART
I





Item
1.    Business





General





Teleconnect
Inc. (the Company) (initially named Technology Systems International Inc.) was
incorporated under the laws of the State of Florida on November 23, 1998. It did
not conduct any significant operations until December 2000 when there was a
change in control and name of the Company.  Affiliated with the change
of control, the Company, then named ITS Networks Inc., acquired all of the
issued and outstanding capital stock of ITS Europe, S.L., a Spanish
telecommunications company founded in 1995. As a result, ITS Europe, S.L. (ITS
Europe) became a wholly owned subsidiary and the Company entered into the
telephone business in Spain.





On
December 15, 2002, the Company entered into a stock exchange agreement in
reliance upon Regulation S under the Securities Act of 1934 with Teleconnect
Comunicaciones, S.A. (Teleconnect SA), a company formed under the laws of Spain,
conducting a pre-paid telephone card business in Spain.  During the
2003 fiscal year, the operating activities of ITS Europe S.L. were assumed by
Teleconnect. As a result, all substantial operations of the Company were
conducted by Teleconnect, where business was merely based on pre-paid telephone
services and post-paid services in Spain.





During
October 2003, the Company sold its postpaid business to Affinalia, a Spanish
postpaid accounts reseller. Therefore, at the end of 2003, the Company was only
engaged in prepaid telephone voice services.





During
the 2004 fiscal year, the Company decreased its debt, and focused on improving
margins and reducing cost. Its telephone services were redefined and certain
services were relaunched with a new image and brand name associated with its
prepaid telephone card business.





Its prime
activities being conducted by Teleconnect SA, in February 2005 the Company
changed its name into Teleconnect Inc. During 2005 and 2006 the Company’s main
objective was to achieve a monthly operational breakeven situation. Attempting
to increase its sales, it developed a new prepaid telephone card with a magnetic
strip which was launched into the market though several significant distribution
channels.





During
the fiscal year 2007, the Company was mainly engaged in the telecommunication
industry in Spain and offered prepaid telecommunications services for home and
business use.  In order to become more competitive in the market,
Teleconnect SA invested in setting up additional switching infrastructure in
order to reduce its traffic carrying cost (telephone transmission
costs).





Also, the
Company in 2007 planned steps that would increase sales, streamline the
distribution of prepaid telephony, and further reduce other costs. As part of
these plans, stakes in three early stage companies were acquired: Mediawizz
(100% Holland), Giga Matrix (49% Holland) and Ownersair (35% U.K.). The products
of these three companies were identified as complementary to Teleconnect. They
involved customer loyalty programs which aimed for an increase in clientele, as
well as multimedia kiosks for the sales of prepaid telephone vouchers enabling
easier distribution of Teleconnect SA’s products.





During
2007 and 2008 however, in execution of these plans, the Company again was not
able to change its fortune. As a consequence, towards the end of 2008, plans
were developed to carry out a change in direction.





This
change in direction involves a relief from cash draining activities. Even though
the Company maintained its telecommunications activities during the fiscal year
2007 and 2008 consistent with previous plans, the Company took the steps to
dispose of the Spanish subsidiaries involved in the telephone business in fiscal
year 2009. A Preliminary Proxy Statement was originally filed on April 8, 2009
seeking shareholder approval for this step.  This definitive Proxy
Statement was then resubmitted on October 29th, 2009
once the Company became current with its SEC filings.  The duly-called
shareholder meeting to approve the sale of the subsidiaries was held on November
12, 2009 where all shareholders present, representing 94.69% or 4,690,677
post-split shares of the common stock of the Company, unanimously voted in favor
of the sale of the subsidiaries to Mr. Alfonso de Borbon and a group of
investors.





On
November 26th, 2009,
Mr. Alfonso de Borbón resigned from his position as an officer of Teleconnect
Inc in order to dedicate himself full time to building the business of
Teleconnect’s Spanish subsidiaries which he formally purchased from Teleconnect
Inc, with a group of investors, before a Notary on November 25,
2009.





For
reasons mentioned in the Preliminary Proxy Statement of April 8, 2009, and in
line with its plans towards sustainable income and financing as the alternative
to structural stock issuances, at the shareholder meeting of November 12, 2009,
a 1 for 100 reverse stock split was unanimously approved by the shareholders
present. In the same shareholders’ meeting, a statement was read on behalf of
87.13% of the shareholders expressing their consent in reference to all past
business and Board decisions including the Board’s approval of the share
issuance to Hombergh Holdings BV in exchange for debt forgiveness as well as the
commitment for its support in providing funds that enable the Company to enter
this period of transition, in the second quarter of fiscal
2009.


3





The
change in direction also involves the Company to be transparent and regain its
status of good standing with the regulatory authorities. As to this, the Company
presented the last of its overdue filings on October 14th, 2009
and regained its current status one week later. In parallel, the Company is
establishing principles of proper corporate governance and the plans to
implement them.





We are
currently in the process of creating a small, clean and flexible company,
which targets to be extremely suitable and attractive to operate as a
parent for high potential businesses. As such, the initial value being created
today in Teleconnect Inc, is therefore, the intrinsic value that a clean
parent company with access to a financial market represents. With our ongoing
negotiations and plans, as part of the change in course, we are focusing
simultaneously on a new core business. Currently, the Company is exploring, with
the relevant parties, an acquisition that is expected to make Teleconnect
viable. Management is convinced that stock issuance is a useful means to raise
funds that enable the Company to better achieve increased stockholder’s value,
rather than stock issuances structurally applied in the process of business. As
for raising the necessary funds, the Company plans a route towards sustainable
income, credibility and sustainable financing. The 10% share in a
telecommunications company in Spain, the 100% stake in Mediawizz in Holland, and
the 49% stake in a Dutch marketing company (GigaMatrix) are all
foreseen to compliment the future business of the Company.





Telecommunications Industry
in Spain





The
Company has traditionally been involved in the telecommunications business in
Spain and essentially all the discontinued business represented in this filing
relates to this type of business.





Full
deregulation was instituted in Spain on December 1, 1998, almost a year behind
most other countries in Western Europe, but since that time many companies have
entered the market providing end users with a variety of services and
competitive offers. A limited number of operators have traditionally dominated
the European telecommunications market. In Spain, the principal operator has
been, and still is, Telefonica S.A.





In order
to offer telecommunications services in Spain, a company must hold the
appropriate license or authorization to conduct business. In Spain, there are
several companies with carrier licenses which allow these companies to build
their own telecommunications infrastructures and also interconnect with
Telefonica. The Company now owns 10% of Teleconnect  SA which
possesses a carrier license to sell telecommunications services and as such to
interconnect itself with other carriers.





Long
distance services in Spain became very competitive after 1999, forcing a
continuous decrease in prices to end users, putting a strain on margins and
results. Teleconnect SA’s initial service offering focused primarily on offering
inexpensive international prepaid calling to foreign residents in Spain that
make a higher than average number of calls internationally. In order to offer
this service during fiscal 2009, Teleconnect maintained interconnection
agreements with BT Spain, Jazztel, Primus, Worldcom and other major
carriers.





Products and
Services





Mediawizz’
started its original business as a manufacturer/supplier of multimedia kiosks.
These kiosk were bought or rented by retailers such as supermarkets and banks
and provided consumers the ability to print photographs from their mobiles, send
electronic postcards or buy calling credit among other functions. In 2008/2009
Mediawizz changed its scope from producing the turnkey product previously
described to now supplying modular and custom-build products for very specific
retail applications.  This component based business allows Mediawizz
to be more flexible and responsive to customer design configurations and
requests.  The new approach has lead to an agreement for an initial
150 retail terminals followed by other orders and inquiries which could lead to
significant additional business.





During
fiscal 2009, Teleconnect SA provided prepaid voice telephone services to its
customers through prepaid calling cards as well as prepaid residential and small
business accounts. It also has a prepaid long distance service which can be
accessed from any mobile phone. Teleconnect SA intends to diversify its service
offering with other prepaid services.





Currently,
Teleconnect SA offers various types of prepaid calling cards which are used
primarily by tourists, students, and immigrants. They are purchased from a
variety of local merchants, kiosks, etc. These cards are cost effective and can
be used from hotels, pay phones, public and/or any private
telephone.





The
calling cards require the user to dial a toll free prefix number, listen to the
instructions, which can be given in either Spanish, English, German or French,
and dial in their “code” or “PIN”. The code is then confirmed and the user dials
the number. The calling cards typically expire sixty days after first
activation. Teleconnect sold approximately 281,670 calling cards during its
fiscal year ended September 30, 2009 as compared to nearly 465,000 for the year
ended September 30, 2008.  The reason that the number of physical
cards is less but the volume of business is comparable, is that Teleconnect now
offers a rechargeable service whereby a user does not have to purchase a new
card to increase his minutes of talktime but can simply recharge his existing
card. The rechargeable service accounted for approximately 43% of Teleconnect
Spain sales. This rechargeable feature helps Teleconnect reduce its cost of
sales by not having to print additional plastic cards.





For those
clients who have a fixed line and/or a mobile provided by a telecom operator in
Spain, the Teleconnect SA offers a pre-paid residential account with which
clients can save money on their international calls. These customers are
typically foreigners living in Spain or having a second home in Spain, as well
as small and medium enterprises with international contacts.


4





The
prepaid accounts technically work similar to the prepaid calling cards except
for the fact that our network recognizes the caller’s line identification. A PIN
is therefore not needed, making prepaid accounts more convenient. Customers can
recharge their balance manually or automatically.





Marketing





Mediawizz
has aimed its marketing at companies with a high potential in
retail.  As such, all marketing efforts have been face-to-face
meetings with these companies which, either directly or indirectly, supply to
the large supermarket chains.





Teleconnect
SA’s marketing strategy of the residential services during fiscal year 2009
remained focused on foreigners in Spain. These foreigners are primarily located
on the coastal areas of Spain, including the islands.





The
prepaid calling cards are distributed in Spain through thousands of vending
points including some large retail chains.  Teleconnect SA
concentrated its marketing activities to maintain this network of outlets, where
the before-mentioned stakes in the three startup companies were acquired with a
main objective to improve the efficiency in distribution of prepaid telephony
and attract a larger group of customers.




Industry Participants and
Competition





There is
a variety of companies involved in the production of multimedia kiosks. Most of
these kiosks relate to customer services and as such provide similar services in
different formats.  Mediawizz is focusing its efforts to find access
to new markets in retail, including vending applications and in other
applications where its products help industries comply with laws relating to the
sale of products which require a minimum age for purchase.





The
growth of the telecommunications industry from 1997 to 2002 attracted many new
entrants as well as existing businesses from different industries to enter the
telecommunications business. Current and prospective industry participants
include multinational alliances, long distance and local telecommunications
providers, systems integrators, cable television and satellite communications
companies, software and hardware vendors, wireless telecommunications providers
and national, local and regional ISPs. Our present primary competitor is
Telefonica S.A. Other significant competitors include Orange, Jazztel, Citycall
and Communitel.   The market since 2004 has grown much slower
than in previous years.





Some
participants specialize in specific segments of the market, such as access
and/or backbone provision; managed access, e.g., intranets and extranets;
application services, e.g., Web hosting; security services; and communication
services, e.g., IP-based voice, fax and video services.





Regulation





General. In relation
to continued operations, Mediawizz products are in compliance with the European
law:  specifically with the Machine Directive and relevant
electromagnetic requirements. The European Union has coordinated and
standardized the approval of many requirements of all its member states; from
its currency, immigration controls, fishing requirements to radio frequencies or
the electromagnetic emission limitations of all computer and consumer
electronics equipment.  Mediawizz equipment complies with the European
Union requirements for the electromagnetic emission limitations on its
equipment.





In
relation to our discontinued operations, in general terms, the General Law on
Telecommunications adopted all European Union directives mandating the
liberalization of telecommunications services.





Interconnection. The
General Law on Telecommunications requires owners of public telecommunications
networks to allow competitors to interconnect with their networks and services
at non-discriminatory rates and under non-discriminatory conditions. The General
Law on Telecommunications provides that the conditions for interconnection are
to be freely agreed among the parties while the government has the authority to
establish the minimum conditions for interconnection agreements, which must be
included in all interconnection agreements.





Public Service
Obligation. The General Law on Telecommunications provides that the
owners of public telecommunications networks, as well as operators rendering
telecommunications services on the basis of an individual license, are subject
to certain public service obligations.





The
universal service obligation consists of the obligation to provide basic
telephone to all end users within Spain, free telephone directory services,
sufficient public pay phones throughout Spain and access to telephone services
for disabled people. These services must be provided by the dominant operator in
each territory, and in certain cases, by another operator, pursuant to
regulations.





Regulation in the United
States





Our
operations are in Spain and Holland and not currently subject to specific
regulation in the U.S., either at the federal or state level.




5




Employees




Mediawizz
currently has one fulltime employee and subcontracts its software/hardware
design as well as delivery and maintenance to other parties.   As
such, a team of five people are involved in the Mediawizz
operation.





As of
September 30, 2009, the Company and its discontinued subsidiaries had 11
full-time employees, of which four persons in operations, two people in
marketing and sales, two in accounting, finance, human resources and office
management, two call-center attendants and one person in business development
and general management. None of the Company's employees are represented by a
labor union with respect to his or her employment by the Company.





The
Company has experienced no organized work stoppages and believes that its
relationship with its employees is good. The Company believes that an important
factor in its future success will be its ability to attract and retain highly
qualified personnel. Competition for such personnel in the industry in Spain and
Holland is intense. There can be no assurance that the Company will be
successful in attracting or retaining such personnel, and the failure to attract
or retain such personnel could have a material adverse effect on the Company's
business and results of operations. In such competitive environment, Teleconnect
must differentiate itself based primarily on good customer care, ease for the
customer to work with us, clarity of its invoices and quick response to service
problems. Since we cannot pay high material incentives to the employees, we
attempt to provide a healthy, enjoyable working environment where personal
achievements and contributions are recognized.




Banking
Arrangements





On
September 30, 2009, Teleconnect Comunications SA has an outstanding bank loan
for 100,000€.





Information Structure
While the Company is investigating new markets and products, we have depended
mainly on our Spanish subsidiaries although progressively more emphasis is being
placed on the information systems of Mediawizz.  We must continue to
develop our information systems infrastructure as the number of our clients and
the amount of information they wish to access might increase.





Growth  Limited
growth in the past has been a function of the funds available to invest in
capacity and equipment. Also, we have been unfortunate in acquisitions or
co-operations that were engaged to establish the desired growth. This has placed
a significant strain on management, financial controls, operating and accounting
systems, personnel and other resources. We currently rely on a small core
management team. In the event that we grow, we must not only manage demands on
this team but also increase management resources, among other things, to expand,
train and manage our employee base and maintain close coordination among our
technical, accounting, financing, marketing and sales staff. If any growth is
not properly managed, management may be unable to adequately support our clients
in the future.





Management Changes On
December 11,, 2008, Mr. Geeris stepped down from all of the positions he
occupied in the Company in favor of Mr. Dirk L. Benschop.  Mr.
Benschop is now the Chief Executive Officer and President of the
Company.





On
November 26, 2009, Mr. Alfonso de Borbón resigned from his position as an
officer of the Company in order to dedicate himself full time to building the
business of Teleconnect’s Spanish subsidiaries which he formally purchased from
the Company with a group of investors, before a Notary on November 25,
2009.





If
members of our senior management team leave the Company, the Company’s ability
to operate its business could be negatively affected.  Our future
success depends to a significant extent on the continued services of the senior
management. The loss of services or any other present or future key management
or employee, could have a material adverse effect on our business. We do not
maintain “key person” life insurance for any of our personnel.





Competition for
Employees Competition for highly-skilled personnel is intense and the
success of our business depends on our ability to attract and retain
highly-skilled employees. We may be unable to attract or retain key employees or
other highly qualified employees in the future. We have from time to time in the
past experienced, and we expect to continue to experience in the future,
difficulty in hiring and retaining highly-skilled employees with appropriate
qualifications. If we do not succeed in attracting sufficient new personnel or
retaining and motivating our current personnel, our ability to provide our
services could diminish.





Sales Relationships
For both continued and discontinued business, if we are unable to maintain our
sales representative and third-party sales channel relationships, then our
ability to sell and support our services may be negatively
impacted.





We are,
and will continue to be, significantly dependent on a number of third-party
relationships, our sales representatives and partners, to market and support our
services. Many of our arrangements with third-party providers are not exclusive
and may be terminated at the convenience of either party. No assurances can be
provided that these third parties regard our relationship with them as important
to their own respective businesses and operations, that they will not reassess
their commitment to us at any time in the future, that they will meet their
sales targets or that they will not develop their own competitive
services.


6





We may
not be able to maintain our current relationships or form new relationships with
third parties that supply us with clients, synergies, software or related
products that are important to our success. Accordingly, no assurances are
provided that our existing or prospective relationships will result in sustained
business partnerships, successful offerings or the generation of significant
revenues.





We rely
on our sales representatives or distribution channels for some of the support
and local implementation necessary to deliver our services on a broad basis. We
also rely on these sales representatives or distribution channels for insights
into local operating and market conditions. The failure of these sales
representatives to perform their tasks or perform their responsibilities
effectively could, in turn, adversely affect our business.





Suppliers   We
depend on the supply of electronic components and parts from various
suppliers.  They have from time to time experienced short-term delays
in provided the requested parts. There are no assurances that we will be able to
obtain these components in the future within the time frames required by us at a
reasonable cost. Any failure to obtain supplies on a timely basis and at a
reasonable cost, or any interruption of local access services, could have an
adverse effect on our final product and service level.





Service Disruptions
If the network infrastructure is disrupted or security breaches occur on our
communications lines with our clients, we may lose clients or incur additional
liabilities.





We may in
the future experience interruptions in service as a result of fire, natural
disasters, power loss, or the accidental or intentional actions of service
users, current and former employees and others. Although we continue to
implement industry-standard disaster recovery, security and service continuity
protection measures, including the physical protection of our offices and
equipment, similar measures taken by others have been insufficient or
circumvented in the past. There can be no assurance that our measures will be
sufficient or that they will not be circumvented in the future. Unauthorized use
of our network could potentially jeopardize the security of confidential
information stored in the computer systems or transmitted by our clients.
Furthermore, addressing security problems may result in interruptions, delays or
cessation of services to our clients. These factors may result in liability to
us or our clients.




Competition The
markets we serve are highly competitive and our competitors may have much
greater resources to commit to growth, new technology and
marketing.  As for our continuing business, Mediawizz enjoys
no distinctive advantage.





Our
current and potential competitors include other companies that provide voice and
data communications services to multinational businesses, systems integrators,
national and regional Internet Service Providers, or ISPs, wireless, cable
television and satellite communications companies, software and hardware
vendors, and global, regional and local telecommunications companies. Our sales
representatives and suppliers could also become competitors either directly or
through strategic relationships with our competitors.





Many of
our competitors have substantially greater financial, technical and marketing
resources, larger customer bases, greater name recognition and more established
relationships in the telecommunications industry than we do. We cannot be sure
that we will have the resources or expertise to compete successfully in the
future. Our competitors may be able to:




*
            develop and expand their network
      infrastructures and service offerings more
  quickly;


*
            adapt better to new or emerging
      technologies and changing client
needs;


*
            take advantage of acquisitions
      and other opportunities more
readily;


*
            devote greater resources to the
      marketing and sale of their services and products;
    and


*
            adopt more aggressive pricing
      policies




Some of
our competitors may also be able to provide clients with additional benefits at
lower overall costs. We cannot be sure that we will be able to match cost
reductions of our competitors. In addition, we believe it is likely that there
will be additional consolidation in our market, which could increase competition
in ways that may adversely affect our business, results of operations and
financial condition.





Variable Revenues and
Operating Results Our revenues and operating results may vary
significantly from quarter to quarter due to a number of factors, not all of
which are in our control. These factors include:




*
            the size and timing of
      significant equipment and software
  purchases;


*
            the timing of new service
      offerings;


*
            changes in our pricing policies
      or those of our competitors;


*
            the timing and completion of the
      expansion of our service
offering;


*
            the length of our contract
      cycles; and


*
            our success in expanding our
      sales force and expanding our distribution
  channels.




In
addition, a relatively large portion of our expenses are fixed in the
short-term, particularly with respect to global communications capacity,
depreciation, office lease costs and interest expenses and personnel, and
therefore our results of operations are particularly sensitive to fluctuations
in revenues. Due to the factors noted above and other risks discussed in this
section, you should not rely on period-to-period comparisons of our results of
operations. Quarterly results are not necessarily meaningful and you should not
unduly rely on them as an indication of future performance. It is possible that
in some future periods our operating results may be below the expectations of
public market analysts and investors. In this event, the price of our Common
Stock may not increase or may fall. Please see Management's Discussion and
Analysis of Financial Condition or Results of Operations.


7




Governmental
Regulation With respect to our discontinued operations which we have sold
off, we have held authorizations for international telecommunications services
between Spain and other countries based on a third party's networks. Future
regulatory, judicial and legislative changes in Spain may impose additional
costs on the new owners or restrict their activities. In addition, regulators or
third parties may raise material issues with regard to their compliance with
applicable regulations. Failure to comply with applicable local laws or
regulations could prevent them from carrying on their operations cost
effectively.  With respect to Mediawizz current business, there is no
specific government regulation applicable.





Penny Stock Trading
Rules When the trading price of the Company's Common Stock is below $5.00
per share, the Common Stock is considered to be “penny stocks” that are subject
to rules promulgated by the Securities and Exchange Commission (Rule 15-1
through 15g-9) under the Securities Exchange Act of 1934. These rules impose
significant requirements on brokers under these circumstances, including: (a)
delivering to customers the Commission's standardized risk disclosure document;
(b) providing to customers current bid and offers; (c) disclosing to customers
the brokers-dealer and sales representatives compensation; and (d) providing to
customers monthly account statements.





Future Sales of Our Common
Stock May Depress Our Stock Price The market price of our Common Stock
could decline as a result of sales of substantial amounts of our Common Stock in
the public market in the future. In addition, it is more difficult for us to
raise funds through future offerings of Common Stock. There were 4,953,617
post-split shares of our Common Stock outstanding as “restricted securities” as
defined in Rule 144 as of September 30, 2009, which will be available for sale
in the future. This number of shares takes into consideration the 1 for 100
reverse split approved at the shareholders meeting of November 12, 2009. These
shares may be sold in the future without registration under the Securities Act
to the extent permitted by Rule 144 or other exemptions under the Securities
Act.





Technological Changes
Global industries are subject to rapid and significant technological changes. We
cannot predict the effect of technological changes on our business. We will rely
in part on third parties, for the development of, and access to everything from
communications and networking technologies, to kiosk hardware, components and
parts. We expect that new services and technologies applicable to our market
will emerge. New products and technologies may be superior and/or render
obsolete the products and technologies that we currently use to deliver our
services. We must anticipate and adapt to technological changes and evolving
industry standards. We may be unable to obtain access to new technologies on
acceptable terms or at all, and we may be unable to obtain access to new
technologies and offer services in a competitive manner. Any new products and
technologies may not be compatible with our technologies and business
plan.




Voting Control The
largest single shareholder of the Company as of September 30, 2009, Mr. Hendrik
van den Hombergh, owned directly and beneficially approximately 36% of the
Company’s outstanding Common Stock as of that date. During 2009, this
stockholder has financially made possible  the change in course
described earlier.  During the first fiscal quarter of 2009, Mr.
Leonardus Geeris resigned from his position as President and Chief Executive
Officer of the Company in favor of Mr. Dirk Benschop who assumed these positions
on December 11, 2008.  As of September 30, 2009, Mr. Geeris remains a
significant shareholder of the Company with 31.68% of the common stock of the
Company.





Item
1A     Risk Factors





We may
not achieve or sustain profitability in the future. We have incurred substantial
net losses and negative cash flow from operations since our inception. As of
September 30, 2009, we had an accumulated deficit of $31,992,430 and had a
stockholders' deficit of $3,399,654. As shown in the accompanying consolidated
financial statements, the Company incurred losses of $1,828,443 and $3,510,739
for the years ended September 30, 2009 and 2008, respectively. In addition, the
Company has incurred substantial losses since its inception.  As of
September 30, 2009, the Company had a working capital deficit of $4,556,111 as
compared to its working capital deficit as of September 30, 2008 of
$5,287,306.  These factors raise substantial doubt about the Company's
ability to continue as a going concern. These results and facts are the
justification for the significant change in direction and focus of the Company
implemented by new management during the fiscal year 2009 and to be continued
during 2010.





In order
for us to be successful, cash draining activities needed to be disposed of, for
example the Spanish subsidiaries, debt needed to be restructured, as was
supported by significant shareholders exchanging loans for
stock.  Looking forward, new markets must be entered with new and
profitable products. We may not succeed in attracting sufficient funds to
successfully accomplish the transition that is necessary to create a viable
situation.





The lack
of liquidity of the Company’s stock inherently has the risk that shares may not
find a buyer thus making it more difficult for shareholders to sell their
shares.





Item
1B      Unresolved Staff Comments





None





Item
2.        Properties





The
Company’s principal executive offices were located during fiscal 2009 at Oude
Vest 4, 4811 HT,  Breda, The Netherlands.


8




These
facilities are leased at commercial rates under standard commercial leases in
the geographic area. We believe that suitable space for these operations is
generally available on commercially reasonable terms as needed.





Item
3.        Legal Proceedings





In the
normal course of its operations, the Company, from time to time in the past, has
been named in legal actions seeking monetary damages.  While the
outcome of these matters could not be estimated with certainty, management did
not expect, based upon consultation with legal counsel, that they would have had
a material effect on the Company's business or financial condition or results of
operations.





To this
effect, we have a provision of approximately $158,000 to cover these and other
litigation cases that could possibly threaten the Company in the
future.





During
fiscal 2009, the Company has filed legal actions in Spain and Holland against
parties which owe money to the Company. We know of no claims filed against the
Company.





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





There
were no matters put forth to a vote at a meeting of the security holders during
the fiscal year ended September 30, 2009.





PART
II




Item
5.         Market for Registrant’s Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities





General





The
Common Stock of the Company is currently traded on the NASD Electronic Bulletin
Board over-the-counter market, and is quoted under the symbol TLCO.OB and on the
Pink Sheets with Symbol TLCO.PK





Market
Price





The
following table sets forth the range of high and low closing bid prices per
share of the Common Stock of the Company (reflecting inter-dealer prices without
retail mark-up, mark-down or commission and may not represent actual
transactions) as reported by Pink Sheets (formerly known as National Quotation
Bureau, L.L.C.) for the periods indicated. For consistency reasons with the
financial statements, the per share historical prices listed below, reflect
retroactively the effect of the 1 for 100 reverse split approved by the majority
of the shareholders of the Company at its shareholders’ meeting on November 12,
2009.




High Closing
                          Bid Price
                        
                        
                        Low Closing
                          Bid PriceYear Ended December 31,
20071
      st
      Quarter
                        
                        $
                        10.00
                        
                        
                        $
                        4.002
      nd
      Quarter
                        
                        $
                        10.00
                        
                        
                        $
                        4.003
      rd
      Quarter
                        
                        $
                        8.00
                        
                        
                        $
                        2.004
      th
      Quarter
                        
                        $
                        4.00
                        
                        
                        $
                        1.00Year Ended December 31,
20081
      st
      Quarter
                        
                        $
                        2.90
                        
                        
                        $
                        0.602
      nd
      Quarter
                        
                        $
                        0.90
                        
                        
                        $
                        0.703
      rd
      Quarter
                        
                        $
                        0.70
                        
                        
                        $
                        0.504
      th
      Quarter
                        
                        $
                        3.00
                        
                        
                        $
                        3.00Year Ended December 31,
20091
      st
      Quarter
                        
                        $
                        1.00
                        
                        
                        $
                        0.302
      nd
      Quarter
                        
                        $
                        1.50
                        
                        
                        $
                        0.103
      rd
      Quarter
                        
                        $
                        2.50
                        
                        
                        $
                        0.804
      th
      Quarter
                        
                        $
                        2.50
                        
                        
                        $
                        1.00




9




Stock Option, SAR and Stock
Bonus Consultant Plan




Effective
March 31, 2006, the Company adopted and approved its 2006 Stock Option, SAR and
Stock Bonus Plan (the “Plan”) which reserved 200,000 post-split shares of Common
Stock for issuance under the Plan. The Plan allows us to issue awards of
incentive non-qualified stock options, stock appreciation rights, and stock
bonuses to consultants to the Company which may be subject to restrictions. As
of September 30, 2009, 145,743 shares of common stock had been issued under this
plan.  Here as well, the share volumes reflect retroactively the
effect of the 1 for 100 reverse split approved by the majority of the
shareholders of the Company at its shareholders’ meeting on November 12,
2009.




Sale of Unregistered
Securities





During
the fiscal year ended September 30, 2009, there were no sales of unregistered
securities, however, $2,111,271 of related party notes payable and accrued
interest were converted into 1,671,180 post-split shares of the Company’s Common
Stock.





Item
6.  Selected Financial Data





The
following table sets forth certain operating information regarding the
Company.





Year Ended
                  
                  
                  Year EndedSeptember 30, 2009
                  
                  
                  September 30, 2008Revenues
                  
                  $
                  361,989
                  
                  
                  $
                  181,935Cost
      of sales
                  
                  $
                  435,147
                  
                  
                  $
                  578,381Selling,
      general and administrative
                  
                  $
                  1,365,550
                  
                  
                  $
                  744,572Bad
      debt expense
                  
                  $
                  30,036
                  
                  
                  $
                  549,074Depreciation
                  
                  $
                  31,794
                  
                  
                  $
                  41,136Other
      (Expenses) Income
                  
                  $
                  136,996
                  
                  
                  $
                  (54,603
                  )Loss
      on investment
                  
                  $
                  (44,626
                  )
                  
                  $
                  (103,397
                  )Interest
      expense
                  
                  $
                  (54,396
                  )
                  
                  $
                  (106,323
                  )Provision
      for income taxes
                  
                  $
                  (50,000
                  )
                  
                  $
                  (80,000
                  )Net
      loss from discontinued operations
                  
                  $
                  (230,571
                  )
                  
                  $
                  (1,435,188
                  )Net
      Loss
                  
                  $
                  (1,828,443
                  )
                  
                  $
                  (3,510,739
                  )Comprehensive
      Loss
                  
                  $
                  (1,774,596
                  )
                  
                  $
                  (3,341,575
                  )Net
      Loss Per Share
                  
                  $
                  (0.43
                  )
                  
                  $
                  (1.06
                  )


10




Item 7.    Management’s Discussion and Analysis
of Financial Condition and Results of Operations





You
should read the following discussion and analysis in conjunction with our
consolidated financial statements and related notes included elsewhere
herein.





Forward Looking
Statements





When used
in this annual report on Form 10-K and in our other filings with the SEC, in our
press releases and in oral statements made with the approval of one of our
authorized executive officers, the words or phrases “will likely result”,
“plans”, “will continue”, “is anticipated”, “estimated”, “expect”, “project” or
“outlook” or similar expressions (including confirmations by one of our
authorized executive officers of any such expressions made by a third party with
respect to us) are intended to identify “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. We caution
readers not to place undue reliance on any such statements, each of which speaks
only as of the date made. Such statements are subject to certain risks and
uncertainties, including but not limited to our history of losses, our limited
operating history, our need for additional financing, rapid technological
change, and an uncertain market, that could cause actual results to differ
materially from historical earnings and those presently anticipated or
projected. Factors that may cause actual results to differ materially from those
contemplated by such forward-looking statements include, among others, the
factors described below and in the Description of Business section of this
annual report. We undertake no obligation to release publicly revisions we made
to any forward-looking statements to reflect events or circumstances occurring
after the date of such statements. All written and oral forward-looking
statements made after the date of this annual report and/or attributable to us
or persons acting on our behalf are expressly qualified in their entirety by
this discussion.





Critical Accounting
Policies





Our
significant accounting policies are discussed in Note 2 to the financial
statements.  We consider the following accounting policies to be the
most critical:





Estimates. The
discussion and analysis of our financial condition and results of operations is
based upon our consolidated financial statements which have been prepared in
accordance with accounting principles generally accepted in the United States.
The preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenue and
expenses, and related disclosure of contingent assets and liabilities. On an
on-going basis, we evaluate our estimates including the allowance for doubtful
accounts, the saleability and recoverability of inventory, income taxes and
contingencies. We base our estimates on historical experience and on various
other assumptions that we believe to be reasonable under the circumstances, the
results of which form our basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.





We must
make estimates of the collectability of accounts receivable. We analyze
historical write-offs, changes in our internal credit policies and customer
concentrations when evaluating the adequacy of our allowance for doubtful
accounts. Differences may result in the amount and timing of expenses for any
period if we make different judgments or use difference estimates.





Property
and equipment are evaluated for impairment whenever indicators of impairment
exist. Accounting standards require that if an impairment indicator is present,
the Company must assess whether the carrying amount of the asset is
unrecoverable by estimating the sum of the future cash flows expected to result
form the asset, undiscounted and without interest charges. If the carrying
amount is less than the recoverable amount, an impairment charge must be
recognized based on the fair value of the asset. Management assumed the Company
was a going concern for purposes of evaluating the possible impairment of its
property and equipment. Should the Company not be able to continue as a going
concern, there may be significant impairment in the value of the Company’s
property and equipment.





Revenue Recognition. Our
revenue recognition policies are based on the requirements of SEC Staff
Accounting Bulletin No. 101, Revenue Recognition in Financial
Statements.   Revenue from the sale of multimedia kiosks from
our Mediawizz subsidiary are recognized in the period in which title has passed
and services have been rendered.





Revenue
from sales of telecommunication services (included in discontinued operations)
is generally recognized during the period when the services are rendered.
Prepaid services which have not yet been rendered are reflected in deferred
income until such time as the services are rendered.





Accounting for Stock-Based
Compensation. The Company adopted amended accounting guidance on October
1, 2005 utilizing the modified prospective method. The adoption of the amended
accounting guidance had no impact on the financial statements as the Company did
not issue any options during 2009 or 2008. All options and warrants were fully
vested at the date of issuance.





Under the
amended accounting guidance, the Company is required to recognize compensation
cost for the portion of outstanding awards previously accounted for under the
provisions of the previous accounting guidance for which the requisite service
had not been rendered as of the adoption date for this guidance. The guidance
also requires companies to estimate forfeitures of stock compensation awards as
of the grant date of the award.


11




The
Company uses the "modified prospective" method in which compensation cost is
recognized beginning with the effective date (a) based on the requirements of
accounting guidance for all share-based payments granted after the effective
date and (b) based on the requirements of the accounting guidance for all awards
granted to employees prior to the effective date of the amended guidance that
remain unvested on the effective date.




Variable Interest Entities.
We analyze any potential Variable Interest or Special-Purpose Entities in
accordance with the guidance of FASB ASC 810-10, Consolidation of Variable
Interest and Special-Purpose Entities. Once an entity is determined to be a
Variable Interest Entity (VIE), the party with the controlling financial
interest, the primary beneficiary, is required to consolidate it.  The
Company has analyzed its investment in Giga and after analysis we have
determined that, while Giga is a VIE as defined by FASB ASC 810-10, we are not
the primary beneficiary, and therefore Giga is not required to be
consolidated.





Segment
Reporting.  Based on the criteria within accounting guidance,
we have determined that we currently have two reportable segments; multimedia
kiosk sales and service, which encompasses Mediawizz , and telecommunications
systems and related services which encompasses the companies of Teleconnect
Comunicaciones SA, Teleconnect Telecom SL, Recarganet.





Discontinued operations. In
March 2009, the Company entered into an agreement to sell ITS Europe,
Teleconnect Spain, Teleconnect Telecom and Recarganet to certain employees and
officers of Teleconnect Spain with the Company retaining 10% of Teleconnect
Spain.  The results of operations of these subsidiaries were reported
as “discontinued operations” and assets and liabilities have been separated on
the balance sheet.





Overview





At the
time of this filing, we derive our revenues from continuing operations primarily
from the sale of multimedia kiosks and hardware components to the suppliers of
retail chains. These kiosks and components can be applied to different functions
such as recharging prepaid telephone cards. Our revenues and operating results
will depend in the future upon the continued adoption and use of the services
provided by the multimedia kiosks and components supplied by Mediawizz. The rate
of adoption is influenced significantly over the longer term by government laws
and mandates, performance and pricing of our products/services, relationships
with the public and other factors.





Our
revenues from discontinued operations are primarily from the sale of our
long-distance telecommunication services. Our revenues and operating results
have depended upon the continued adoption and use of our products and services
by consumers and small businesses. The rate of adoption is influenced
significantly over the longer term by government laws and mandates, performance
and pricing of the discontinued operations’ products/services, relationships
with the public and other factors.





As
mentioned above, our future revenues will depend primarily on the targeted
acquisition of companies with high potential business.  Today,
our existing revenues generated by Mediawizz may be impacted by other factors
including the length of our sales cycle, the timing of sales orders, budget
cycles of our customers, competition, the timing and introduction of new
versions of our products, the loss of, or difficulties affecting, key personnel
and distributors, changes in market dynamics or the timing of product
development or market introductions. These factors have impacted our historical
results to a greater extent than has seasonality. Combinations of these factors
have historically influenced our growth rate and profitability significantly in
one period compared to another, and is expected to continue to influence future
periods, which may compromise our ability to make accurate
forecasts.





Our most
significant customers during fiscal year 2009, now included in discontinued
operations, were only two customers which accounted for 28% and 28% of our
revenues during the year ended September 30, 2009.  Domestic sales in
Spain accounted for 91.4% and 95.25% of total revenues in 2009 and 2008,
respectfully. Mediawizz is in the process of obtaining business in
retail.





Cost of
sales included in discontinued operations consists primarily of the costs
associated with carriers which supply the telecom services for the Company to
resell. We rely on third parties to offer the majority of the services we have
in our portfolio. Accordingly, a significant portion of our cost of sales
consists of payments to these carriers. Cost of sales included in continuing
operations consists of customer support costs, training and professional
services expenses, and parts for the terminals; which consist of small display
screens, metallic housings, PC’s, switches, small cameras similar to webcams,
electronic components, cables, power supplies and software licenses amongst
other items.





Our gross
profit has been and will continue to be affected by a variety of factors,
including competition, the mix and average selling prices of products,
maintenance and services, new versions of products, the cost of equipment,
component shortages, and the mix of distribution channels through which our
products are sold. Our gross profit will be adversely affected by price declines
if we are unable to reduce costs on existing products or to introduce new
versions of products with higher margins.





Selling,
general and administrative expenses consist primarily of salaries and related
expenses for executive, finance, accounting, legal and human resources
personnel, professional fees and corporate expenses. We expect general and
administrative expenses to decrease in the short term in absolute dollars as we
will employ fewer hours to maintain the Company’s current status with its SEC
filings than to bring the Company current in 2009.




12




Year Ended September 30,
2009, compared to year ended September 30, 2008




Assets.
  Total assets as of September 30, 2009 decreased 11.5% to $3,765,332
from $4,256,375 at September 30, 2008.  This decrease is due to
collection of accounts receivable during the period; a reduction of inventory at
Mediawizz due to recording a provision for slow moving products; reduction in
property and equipment as well as the decrease of the investment in Giga Matrix
Holding BV due to losses in the investment accounted for under the equity
method. This was offset by an increase in the amounts due from related parties
as additional funds were provided to GigaMatrix, as well as the increase in
current assets of discontinued operations.




Liabilities . Total
liabilities as of September 30, 2009 decreased 13.8% to $7,164,986 compared to
$8,065,499 as of September 30, 2008.  This decrease is due primarily
to the net decrease of $1,039,288 loans from related parties as well as the
decrease of $150,914 in liabilities from accounts payables.  The net
decrease of $1,129,374 is composed of the conversion of $2,111,271 of loans into
1,671,180 shares of common stock of the Company offset but the increase in loans
to a third related party as well as a 7.7% increase in liabilities from
discontinued operations.





Revenues . Revenues
from continuing operations for the year ended September 30, 2009 amounted to
$361,989 compared to $181,935 in the prior year; a 99%
increase.   These 2009 revenues primarily were derived from the
sales of calling credit through kiosks that Mediawizz custom built and installed
in supermarkets for a Netherlands customer.  Where the sales of
calling credit in these supermarkets formerly was organized through both a
service desks and kiosks, in 2009, the sales at these service desks were
abolished thus generating more traffic and increasing sales through the kiosks.
Also, Mediawizz delivered a first lot from a previously agreed 150
terminal-order.





Pricing Policies .
The pricing for our products and services from continuing business may vary
depending on the services provided, the speed of service, geographic location
and capacity utilization. It is not the intention of the Company to enter “price
wars” with other similar companies. The Company strives to differentiate itself
with the quality of our customer care, with the quality of the service, and by
providing a unique value add to the service.  The existing prices
reflect the fact that the continuing operations are derived from relatively new
services and products which are still in their infancy.





Client Contracts .
Our contracts with customers generally include an agreed-upon price schedule
that details both fixed and variable prices for contracted services. Our sales
representatives can easily add additional services to existing contracts,
enabling clients to increase the number of locations.





Cost of Sales.
  Cost of sales from continuing operations for the year ended
September 30, 2009 amounted to $435,147 as compared to $578,381for the year
ended September 30, 2008.The decrease in cost of sales partially reflects
efficiencies gained in our assembly process and operations of kiosks but is
predominately due to the increase in sales of calling credit which has a much
lower associated cost of sales than the assembly of the kiosk
hardware.





We
reflected a gross loss during fiscal 2009 of $73,158 compared to a gross loss in
fiscal 2008 of $396,446.  The principal reasons for the negative gross
profit is the fact that this continuing business is in its infancy and the
Company is still in the process of developing its market share.





Selling, General and
Administrative. Selling, general and administrative expenses during
fiscal 2009 were $1,365,550, an increase of $620,978 or 83.4% from the prior
year’s operating expenses of $744,572.   This increase in selling,
general and administrative expenses is primarily due to the additional cost of
outside professional services related to the Company’s accounting and taxes for
2008 and 2009.





Interest Expense .
Interest expense for the year ended September 30, 2009 was $54,396 compared to
$106,323 for the prior year; a reduction of 49.8%. This decrease was due
primarily to less interest incurred on loans made from affiliated parties due to
the conversion of $2,111,271 of loans into 1,671,180 shares of common stock of
the Company.





Loss From Discontinued
Operations





The
following table sets forth certain operating information regarding the
discontinued operations:





Year Ended
                    Sept 30, 2009
                  
                  
                  Year Ended
                    Sept 30, 2008Revenues
                  
                  $
                  4,274,248
                  
                  
                  $
                  3,625,575Cost of
    sales
                  
                  
                  3,070,712
                  
                  
                  
                  2,847,288Gross
profit
                  
                  
                  1,203,536
                  
                  
                  
                  778,287Selling, general and
      administrative expenses
                  
                  
                  1,430,742
                  
                  
                  
                  2,101,485Depreciation
                  
                  
                  101,648
                  
                  
                  
                  131,470Operating
    loss
                  
                  
                  (328,854
                  )
                  
                  
                  (1,454,668
                  )Gain on sale of
      subsidiary
                  
                  
                  85,308
                  
                  
                  
                  -Other income
      (expense)
                  
                  
                  12,975
                  
                  
                  
                  19,480Loss from discontinued
      operations
                  
                  $
                  (230,571
                  )
                  
                  $
                  (1,435,188
                  )




13




Revenues . Revenues
from discontinued operations in 2009 increased 18% to $4,274,248 compared to
$3,625,575 in 2008.   The increase in sales is due to our ability
to lower prices of our goods and services to at least the levels of our
competitors. We were able to increase sales with improving margins and thus
improve our competitive pricing.  The actual number of minutes of long
distance traffic handled by the network increased in 2009 as compared to 2008 by
2.34% increasing from 74,637,070 to 76,384,851 minutes,
respectively.  The discontinued operations were officially sold on
November 25, 2009.





Cost of Sales.
  Cost of sales in 2009 was $3,070,712, an increase of $223,424 or
7.8% from the prior year cost of sales of $2,847,288. Cost of sales as a
percentage of sales was 71.8% in 2009 while it was 78.5% for the same period in
2008. The main reason for the increase was the 18.5% increase in
sales.  The fact that the cost of sales increased less than the sales
is attributed to the Company’s ability to renegotiate better carrier pricing
during this period.  This lower percentage increase in cost of sales
than in sales resulted in a 54.64% improvement in gross profit during 2009,
increasing from $1,203,536 as compared to a gross profit of $778,287 in
2008.




Selling, General and
Administrative. Selling, general and administrative expenses in 2009 were
$1,430,742 a decrease of $670,743 or 31.9% from the prior year ́s operating
expenses of $2,101,485. This change is due primarily to a reduction of employees
and other selling related costs.




Gain on sale of
subsidiary.  The sale of ITS Europe to certain employees and
officers of Teleconnect Spain for €1 and the assumption of ITS Europe debts was
completed on May 14, 2009 and resulted in a gain on the sale of subsidiary of
$85,308.





Net Loss. In 2009 the
Company reported a net loss from discontinued operations of $230,571 compared to
a net loss of $1,435,188 during 2008.   The improvement is a direct
result of increase sales at better margins; lower selling, general and
administrative expense and the sale of ITS Europe.





Net
cash used in operating activities





In 2009
the Company used $1,274,661 in operations which was primarily from net losses
during the year and changes to current assets and liabilities. The Company used
$2,971,731 of its cash in operations in 2008 primarily from net losses during
the year.





Net
cash used in investing activities





In 2009,
the Company generated cash from investing activities of $233,163 principally
from discontinued operations. The Company generated cash from investing
activities in 2008 of $148,701 from the disposal of assets of $29,654 by
Mediawizz and $202,435 through discontinued operations offset by
advances  to Giga Matrix BV of $83,388.





Net
Cash provided by financing activities





During
2009, the Company generated cash from financing activities of $861,137 in 2009
through loans from related parties of $900,886 offset by repayments on capital
leases of $39,749.  The Company generated cash from financing
activities of $2,257,675 in 2008 through loans from related parties of
$2,306,842 offset by repayments on capital leases during the year of
$49,167.





The
ability of the Company to satisfy its obligations and to continue as a going
concern will depend in part upon its ability to raise funds through the sale of
additional shares of its Common Stock, increasing borrowing, and in part upon
its ability to reach a profitable level of operations. The Company’s financial
statements do not reflect adjustments that might result from its inability to
continue as a going concern and these adjustments could be
material.





The
Company’s capital resources have been provided primarily by capital
contributions from stockholders, stockholders’ loans, the conversion of
outstanding debt into Common Stock of the Company, and services rendered in
exchange for Common Stock.





Contractual Obligations and
Commercial Commitments . The following table is a summary of the
Company’s contractual obligations as of September 30, 2009.




Payments Due by PeriodTotal
                  
                  
                  Less than One Year
                  
                  
                  1-3 YearsLoans
      from related parties
                  
                  $
                  2,274,440
                  
                  
                  $
                  2,274,440
                  
                  
                  $
                  -Note
      payable to third party
                  
                  
                  175,716
                  
                  
                  
                  175,716
                  
                  
                  
                  -Operating
      Leases
                  
                  
                  87,905
                  
                  
                  
                  16,389
                  
                  
                  
                  71,516Total
      Contractual Cash Obligations
                  
                  $
                  2,538,061
                  
                  
                  $
                  2,466,545
                  
                  
                  $
                  71,516




14


Recent Accounting
Pronouncements .




In June
2009, the FASB (Financial Accounting Standards Board) issued Accounting
Standards Update 2009-01, “The FASB Accounting Standards Codification and the
Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB
Statement No. 162” (“ASU 2009-01”). The FASB Accounting Standards
Codification  (ASC), is intended to be the source of authoritative
GAAP and reporting standards as issued by the FASB. The primary purpose of the
FASB ASC is to improve clarity and use of existing standards by grouping
authoritative literature under common topics. ASU 2009-01 is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009. The Codification does not change or alter existing
GAAP. The implementation of ASU 2009-01 had no impact to the Company’s financial
position or results of operations.





In
April 2009, the FASB amended accounting guidance regarding interim
disclosures about fair value of financial instruments. The amended accounting
guidance requires disclosures about fair value of financial instruments in
financial statements for interim reporting periods and in annual financial
statements of publicly-traded companies. This amended guidance requires entities
to disclose the method(s) and significant assumptions used to estimate the fair
value of financial instruments in financial statements on an interim and annual
basis and to highlight any changes from prior periods. On June 30, 2009 the
Company adopted this amended accounting guidance, and it did not have a material
impact on our financial condition, results of operations or cash
flows.





In
May 2009, the FASB issued guidance regarding subsequent events, which
establishes the accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. It requires the disclosure of the date through which an entity has
evaluated subsequent events and the basis for that date, that is, whether that
date represents the date the financial statements were issued or were available
to be issued. The Company adopted this guidance in the third quarter of 2009.
The Company evaluated for subsequent events through January 12, 2010, the
issuance date of the Company’s financial statements.





In
June 2009, the FASB issued amendments toaccounting guidance
which amended accounting guidance to address the elimination of the concept of a
qualifying special purpose entity. The amendment also replaces the
quantitative-based risks and rewards calculation for determining which
enterprise has a controlling financial interest in a variable interest entity
with an approach focused on identifying which enterprise has the power to direct
the activities of a variable interest entity and the obligation to absorb losses
of the entity or the right to receive benefits from the entity. Additionally,
the amendment provides more timely and useful information about an enterprise’s
involvement with a variable interest entity. The amended guidance will become
effective in the first quarter of 2010. The Company is currently evaluating
whether these amendments will have an impact on the Company consolidated
financial statements.




Item
    7A.
            Quantitative
      and Qualitative Disclosures About Market
  Risk




On
November 15, 2008, the Company’s then President and Chief Executive Officer, Mr.
Leonardus Geeris, in preparation of the appointment of new executive management
and in order to facilitate a restructuring of certain of the Company’s debt,
entered into an arrangement  permitting all of his outstanding loans
of $1,766,271 to be converted into 291,180 post-split shares of Common Stock of
the Company.





Effective
December 11, 2008, Mr. Dirk L. Benschop was appointed a director of the Company,
by Mr. Leonardus Geeris, to fill a vacancy on the Board of
Directors.  At the same time, Mr. Benschop was also appointed as the
new Chief Executive Officer and President of the Company. Additionally, Mr
Geeris provided Mr. Benschop with an irrevocable proxy to represent all his
voting rights at shareholder meetings until November 2009. On November 3, 2009,
Mr. Benschop renounced on his rights to further use this irreversible proxy by
Mr. Geeris.





In
February 2009, the Company and an investor entered into an arrangement to
convert part of the debt owed to the investor amounting to €326,988 or
approximately $345,000 into 1,380,000 post-split shares of Common Stock of the
Company.





In March
2009 the Company entered into an arrangement providing for the sale of 100 % of
the Company’s interest in ITS Europe, Recarganet, and Teleconnect Telecom in
addition to approximately 87% of its interest in Teleconnect Comunicaciones SA;
retaining a 10% stake in the latter.  On March 25, 2009, tentative
agreements were signed between the Company and several private individuals (some
of which are also employees and officers of Teleconnect Comunicaciones SA) to
affect the purchase.





On
November 12, 2009, at a meeting of the shareholders of Teleconnect Inc, all
shareholders present, representing 94.69% of the outstanding shares of common
stock of the Company, unanimously agreed on the sale of the Spanish
subsidiaries.  The stock purchase agreements were formalized on November
25, 2009 before a public Spanish notary upon approval by the Company’s
shareholders.  By selling off the Spanish subsidiaries and maintaining
a 10% stake in Teleconnect Comunicaciones SA, Teleconnect Inc is relieved of its
obligation to fund these companies whereas Teleconnect Inc. could possibly
benefit from future dividends, if so declared by Teleconnect Spain.





The
shareholders’ also approved a reverse split of the Company’s Common Stock in the
ratio of 1 for 100 at the November 12, 2009 shareholders’
meeting.


15





On May
14, 2009, the sale of ITS Europe SL was consummated before a Spanish
Notary.  ITS Europe SL has been a dormant company since 2003 when its
activities were merged with those of Teleconnect Communicaciones
SA.





Item
    8.
            Financial
      Statements and Supplementary
Data


16





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors





Teleconnect
Inc.





We have
audited the accompanying consolidated balance sheets of Teleconnect Inc. and its
subsidiaries (the “Company”) as of September 30, 2009 and 2008, and the related
consolidated statements of operations, changes in stockholders’ deficit, and
cash flows for the years then ended. The Company’s management is responsible for
these consolidated financial statements. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the consolidated financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.    Our audits
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting.  Accordingly, we
express no such opinion.   An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the consolidated
financial statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.





In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Teleconnect
Inc. and its subsidiaries as of September 30, 2009 and 2008, and the
consolidated results of its operations and its consolidated cash flows for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.




The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.  As discussed in Note 17
to the consolidated financial statements, the Company has suffered recurring
losses from operations and has a net capital deficiency in addition to a working
capital deficiency, which raises substantial doubt about its ability to continue
as a going concern. Management’s plans regarding those matters are described in
Note 17.  The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.




/s/Coulter
& Justus, P.C.





January
12, 2010





Knoxville,
Tennessee


17




TELECONNECT,
INC.


CONSOLIDATED
BALANCE SHEET





September 30,
                                
                                
                                September 30,2009
                                
                                
                                2008ASSETSCURRENT
      ASSETS:Cash
      and cash equivalents
                                
                                $
                                15,652
                                
                                
                                $
                                48,342Accounts
      receivable - trade
                                
                                
                                2,911
                                
                                
                                
                                69,199Accounts
      receivable - other
                                
                                
                                -
                                
                                
                                
                                990Due
      from related parties
                                
                                
                                530,992
                                
                                
                                
                                518,663Inventory
      - work in process (net of reserve for slow moving
inventoryin
      2009 of $139,109)
                                
                                
                                1,419,522
                                
                                
                                
                                1,535,630Prepaid
      taxes
                                
                                
                                -
                                
                                
                                
                                44,663Prepaid
      expenses
                                
                                
                                6,994
                                
                                
                                
                                14,313Asset
      of discontinued operations
                                
                                
                                632,804
                                
                                
                                
                                546,393Total
      current assets
                                
                                
                                2,608,875
                                
                                
                                
                                2,778,193PROPERTY
      AND EQUIPMENT, NET
                                
                                
                                14,574
                                
                                
                                
                                90,461OTHER
      ASSETS:Investment
      in Giga Matrix Holdings B.V.
                                
                                
                                -
                                
                                
                                
                                44,626Goodwill
                                
                                
                                455,283
                                
                                
                                
                                444,712Long-term
      notes receivable (net of allowance for bad debtsof
      $591,010 in 2009 and $549,074 in 2008)
                                
                                
                                58,572
                                
                                
                                
                                57,212Assets
      of discontinued operations
                                
                                
                                628,028
                                
                                
                                
                                841,171$
                                3,765,332
                                
                                
                                $
                                4,256,375LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIES:Accounts
      payable – trade
                                
                                $
                                106,155
                                
                                
                                $
                                167,828Accrued
      liabilities
                                
                                
                                101,406
                                
                                
                                
                                139,467Note
      payable
                                
                                
                                175,716
                                
                                
                                
                                171,636Income
      Taxes payable
                                
                                
                                130,000
                                
                                
                                
                                80,000Loans
      from related parties
                                
                                
                                2,274,440
                                
                                
                                
                                3,403,814Capital
      lease obligations
                                
                                
                                -
                                
                                
                                
                                38,825Liabilities
      of discontinued operations
                                
                                
                                4,377,269
                                
                                
                                
                                4,063,929Total
      current liabilities
                                
                                
                                7,164,986
                                
                                
                                
                                8,065,499STOCKHOLDERS'
      DEFICIT:Preferred
      stock; par value of $0.001, 5,000,000 sharesauthorized,
      no shares outstanding
                                
                                
                                -
                                
                                
                                
                                -Common
      stock; par value of $0.001, 500,000,000 shares authorized,4,953,617
      and 3,322,437 shares outstanding in 2009 and 2008,
      respectively
                                
                                
                                4,954
                                
                                
                                
                                3,322Additional
      paid-in capital
                                
                                
                                31,511,257
                                
                                
                                
                                29,328,823Accumulated
      deficit
                                
                                
                                (31,992,430
                                )
                                
                                
                                (30,163,987
                                )Accumulated
      other comprehensive loss
                                
                                
                                (2,923,435
                                )
                                
                                
                                (2,977,282
                                )Total
      stockholders' deficit
                                
                                
                                (3,399,654
                                )
                                
                                
                                (3,809,124
                                )$
                                3,765,332
                                
                                
                                $
                                4,256,375





The
accompanying notes are an intergral part of these consolidated financial
statements.


18




TELECONNECT,
INC.


CONSOLIDATED
STATEMENTS OF OPERATIONS


FOR THE
YEARS ENDED SEPTEMBER 30,





2009
                    
                    
                    2008SALES
                    
                    $
                    361,989
                    
                    
                    $
                    181,935COST
      OF GOODS SOLD
                    
                    
                    435,147
                    
                    
                    
                    578,381GROSS
      LOSS
                    
                    
                    (73,158
                    )
                    
                    
                    (396,446
                    )OPERATING
      EXPENSES:Selling,
      general and administrative expenses
                    
                    
                    1,365,550
                    
                    
                    
                    744,572Bad
      debt expense
                    
                    
                    30,036
                    
                    
                    
                    549,074Depreciation
                    
                    
                    31,794
                    
                    
                    
                    41,136Total
      operating expenses
                    
                    
                    1,427,380
                    
                    
                    
                    1,334,782LOSS
      FROM CONTINUING OPERATIONS
                    
                    
                    (1,500,538
                    )
                    
                    
                    (1,731,228
                    )OTHER
      INCOME (EXPENSES):Other
      income (expense)
                    
                    
                    51,688
                    
                    
                    
                    (54,603
                    )Loss
      on investment
                    
                    
                    (44,626
                    )
                    
                    
                    (103,397
                    )Interest
      expense - related parties
                    
                    
                    (54,396
                    )
                    
                    
                    (106,323
                    )LOSS
      FROM CONTINUING OPERTIONS BEFORE INCOME TAXES
                    
                    
                    (1,547,872
                    )
                    
                    
                    (1,995,551
                    )PROVISION
      FOR INCOME TAXES
                    
                    
                    (50,000
                    )
                    
                    
                    (80,000
                    )NET
      LOSS BEFORE DISCONTINUED OPERATIONS
                    
                    
                    (1,597,872
                    )
                    
                    
                    (2,075,551
                    )NET
      LOSS FROM DISCONTINUED OPERATIONS
                    
                    
                    (230,571
                    )
                    
                    
                    (1,435,188
                    )NET
      LOSS
                    
                    $
                    (1,828,443
                    )
                    
                    $
                    (3,510,739
                    )BASIC
      AND DILUTED LOSS PER SHARE:From
      continuing operations
                    
                    $
                    (0.38
                    )
                    
                    $
                    (0.62
                    )From
      discontiued operations
                    
                    
                    (0.05
                    )
                    
                    
                    (0.43
                    )Total
                    
                    $
                    (0.43
                    )
                    
                    $
                    (1.06
                    )AVERAGE
      COMMON AND COMMONEQUIVALENT
      SHARES OUTSTANDING
                    
                    
                    4,254,836
                    
                    
                    
                    3,322,437THE
      COMPONENTS OF COMPREHENSIVE LOSS:Net
      loss
                    
                    $
                    (1,828,443
                    )
                    
                    $
                    (3,510,739
                    )Foreign
      currency translation adjustment
                    
                    
                    81,586
                    
                    
                    
                    256,309Tax
      effect on currency translation
                    
                    
                    (27,739
                    )
                    
                    
                    (87,145
                    )COMPREHENSIVE
      INCOME LOSS
                    
                    $
                    (1,774,596
                    )
                    
                    $
                    (3,341,575
                    )





The
accompanying notes are an intergral part of these consolidated financial
statements.


19





TELECONNECT, INC.


CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT





Common StockAs adjusted for stock split
                            
                            
                            
                            
                            
                            
                            
                            
                            AccumulatedNumber
                            
                            
                            $0.001
                            
                            
                            Additional
                            
                            
                            
                            
                            
                            Other
                            
                            
                            Totalof
                            
                            
                            par
                            
                            
                            Paid-In
                            
                            
                            Accumulated
                            
                            
                            Comprehensive
                            
                            
                            Stockholders'Shares
                            
                            
                            Value
                            
                            
                            Capital
                            
                            
                            Deficit
                            
                            
                            Loss
                            
                            
                            DeficitBalance,
      October 1, 2007
                            
                            
                            3,322,437
                            
                            
                            $
                            3,322
                            
                            
                            $
                            29,328,823
                            
                            
                            $
                            (26,653,248
                            )
                            
                            $
                            (3,146,446
                            )
                            
                            $
                            (467,549
                            )Foreign
      currency translation adjustment, net of tax
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            169,164
                            
                            
                            
                            169,164Net
      loss
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (3,510,739
                            )
                            
                            
                            -
                            
                            
                            
                            (3,510,739
                            )Balance,
      September 30, 2008
                            
                            
                            3,322,437
                            
                            
                            
                            3,322
                            
                            
                            
                            29,328,823
                            
                            
                            
                            (30,163,987
                            )
                            
                            
                            (2,977,282
                            )
                            
                            
                            (3,809,124
                            )Conversion
      of debt to common stock
                            
                            
                            1,671,180
                            
                            
                            
                            1,672
                            
                            
                            
                            2,109,599
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            2,111,271Retirement
      of common stock
                            
                            
                            (40,000
                            )
                            
                            
                            (40
                            )
                            
                            
                            40
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -Stock-based
      compensation
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            72,795
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            72,795Foreign
      currency translationadjustment,
      net of tax
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            53,847
                            
                            
                            
                            53,847Net
      loss
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (1,828,443
                            )
                            
                            
                            -
                            
                            
                            
                            (1,828,443
                            )Balance,
      September 30, 2009
                            
                            
                            4,953,617
                            
                            
                            $
                            4,954
                            
                            
                            $
                            31,511,257
                            
                            
                            $
                            (31,992,430
                            )
                            
                            $
                            (2,923,435
                            )
                            
                            $
                            (3,399,654
                            )





The
accompanying notes are an intergral part of these consolidated financial
statements.


20





TELECONNECT, INC.


CONSOLIDATED
STATEMENTS OF CASH FLOWS


FOR THE
YEARS ENDED SEPTEMBER 30,








2009
                            
                            
                            2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                            
                            $
                            (1,828,443
                            )
                            
                            $
                            (3,510,739
                            )Adjustments
      to reconcile net loss tonet
      cash used in operating activities:Depreciation
                            
                            
                            31,794
                            
                            
                            
                            41,136Bad
      debt expense
                            
                            
                            30,036
                            
                            
                            
                            549,074Stock-based
      compensation
                            
                            
                            72,795
                            
                            
                            
                            -Inventory
      allowance
                            
                            
                            128,678
                            
                            
                            
                            -Fixed
      asset impairment
                            
                            
                            43,412
                            
                            
                            
                            -Loss
      on equity investment
                            
                            
                            44,626
                            
                            
                            
                            103,397Change
      in operating assets and liabilitiesAccounts
      receivable - trade
                            
                            
                            67,935
                            
                            
                            
                            (61,119
                            )Accounts
      receivable - other
                            
                            
                            1,014
                            
                            
                            
                            (990
                            )Accrued
      interest receivable
                            
                            
                            (30,036
                            )
                            
                            
                            (30,036
                            )Inventory
                            
                            
                            23,978
                            
                            
                            
                            (1,159,197
                            )Prepaid
      expenses
                            
                            
                            7,660
                            
                            
                            
                            105,341Prepaid
      taxes
                            
                            
                            45,726
                            
                            
                            
                            50,358Accounts
      payable
                            
                            
                            (65,667
                            )
                            
                            
                            71,485Accrued
      liabilities and income taxes payable
                            
                            
                            8,620
                            
                            
                            
                            181,250Operating
      cash flows from discontinued operations
                            
                            
                            143,211
                            
                            
                            
                            688,309Net
      cash used in operating activities
                            
                            
                            (1,274,661
                            )
                            
                            
                            (2,971,731
                            )CASH
      FLOWS FROM INVESTING ACTIVITIES:Advances
      to equity investment
                            
                            
                            -
                            
                            
                            
                            (83,388
                            )Proceeds
      from disposal of equipment
                            
                            
                            -
                            
                            
                            
                            29,654Investing
      activities of discontinued operations
                            
                            
                            233,163
                            
                            
                            
                            202,435Net
      cash provided by (used in) investing activities
                            
                            
                            233,163
                            
                            
                            
                            148,701CASH
      FLOWS FROM FINANCING ACTIVITIES:Loan
      proceeds from related parties
                            
                            
                            900,886
                            
                            
                            
                            2,306,842Payments
      on capital leases
                            
                            
                            (39,749
                            )
                            
                            
                            (49,167
                            )Net
      cash provided by financing activities
                            
                            
                            861,137
                            
                            
                            
                            2,257,675EFFECT
      OF EXCHANGE RATE
                            
                            
                            147,671
                            
                            
                            
                            172,576NET
      DECREASE IN CASH ANDCASH
      EQUIVALENTS
                            
                            
                            (32,690
                            )
                            
                            
                            (392,779
                            )CASH
      AND CASH EQUIVALENTS,BEGINNING
      OF YEAR
                            
                            
                            48,342
                            
                            
                            
                            441,121CASH
      AND CASH EQUIVALENTS,END
      OF YEAR
                            
                            $
                            15,652
                            
                            
                            $
                            48,342




The
accompanying notes are an intergral part of these consolidated financial
statements.


21




TELECONNECT,
INC.


CONSOLIDATED
STATEMENTS OF CASH FLOWS


FOR THE
YEARS ENDED SEPTEMBER 30,








2009
                
                
                2008SUPPLEMENTAL
      DISCLOSURE OF NONCASH TRANSACTIONS:Purchases
      of equipment outstanding in accounts payable
                
                $
                -
                
                
                $
                292,456Stock-based
      compensation
                
                $
                72,795
                
                
                $
                -Conversion
      of debt to common stock
                
                $
                2,111,271
                
                
                $
                -





The
accompanying notes are an intergral part of these consolidated financial
statements.


22





TELECONNECT,
INC.





NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS





September
30, 2009





1.
THE COMPANY





Teleconnect
Inc. (the “Company”, “Teleconnect”, “we”, “us” or “our”) was incorporated under
the laws of the State of Florida on November 23, 1998. The Company is engaged in
the sale of multimedia kiosks and the telecommunication industry in Spain and
offers telecommunications services for home and business use.  All of
the Company’s operations are in the European Union.





2.
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES





Accounts
Receivable -





Trade
accounts receivable are recorded at their estimated net realizable values using
the allowance method. The Company generally does not require
collateral.  The Company establishes an allowance for doubtful
accounts based upon factors surrounding the credit risk of specific customers,
historical trends and other information.  When accounts are determined
to be uncollectible they are charged off against an allowance for doubtful
accounts.  Credit losses, when realized, have been within the range of
the Company’s expectations.  As of September 30, 2009, two customers
accounted for 28%, and 28% of accounts receivables included in assets of
discontinued operations.   As of September 30, 2008, two
customers accounted for 28%, and 21% of accounts receivable included in assets
of discontinued operations.





Advertising
Costs -





Advertising
and sales promotion costs are expensed as incurred and totaled $24,394 in 2009
and $66,173 in 2008.





Cash
Equivalents -





The
Company considers deposits that can be redeemed on demand and highly liquid
investments that have original maturities of less than three months, when
purchased, to be cash equivalents. Substantially all cash on hand at September
30, 2009 was held in European financial institutions and is not
insured.





Consolidation
Policy -





The
consolidated financial statements include the accounts of the Company and its
subsidiaries Teleconnect Spain, Teleconnect Telecom, PhotoWizz BV (“MediaWizz”),
and Recarganet for the year ended September 30, 2009. For the year ended
September 30, 2008 the consolidated financial statements include the accounts of
the Company and its subsidiaries ITS Europe, Teleconnect Spain, Teleconnect
Telecom, PhotoWizz BV (“MediaWizz”), and Recarganet. All significant
inter-company balances and transactions have been eliminated in the consolidated
financial statements.





Revenue
Recognition -





The
Company recognizes revenue from the sale of multimedia kiosks in the period in
which title has passed and services have been rendered. Deferred revenue
consists of the sale of prepaid calling cards which have not yet been
utilized.  The Company recognizes revenue from these cards in the
period in which time on the cards is utilized.





Earnings
per Share -





Basic net
income (loss) per common share is computed by dividing net earnings (loss)
applicable to common shareholders by the weighted average number of common
shares outstanding during the period. Diluted net earnings (loss) per common
share is determined using the weighted average number of common shares
outstanding during the period, adjusted for the dilutive affect of common stock
equivalents, consisting of shares that might be issued upon exercise of common
stock options. In periods where losses are reported, the weighted average number
of common shares outstanding excludes common stock equivalents, because their
exclusion would be anti-dilutive.




Reclassifications
–





Certain
amounts in prior year have been reclassified to conform with current year
classifications. Additionally, as of October 1, 2007, the
Company  reclassified $409,800 from accumulated deficit to other
comprehensive loss to correct a classification related to foreign currency
translation.


23





Estimates
-





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.





Foreign
Currency Adjustments -





The
financial position and results of substantially all foreign operations are
consolidated using the local currencies in which the Company operates as a
functional currency. The financial statements of foreign operations are
translated using exchange rates in effect at year-end for assets and liabilities
and average exchange rates during the year for results of
operations.  The related translation adjustments are reported as a
separate component of shareholders’ equity.





Income
Taxes -





The
Company uses the asset/liability method of accounting for income
taxes.  Under this method, deferred tax assets and liabilities are
determined based on the difference between the financial statement and tax bases
of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse.  The Company’s policy
is to classify the penalties and interest associated with uncertain tax
positions, if required, as a component of its income tax provision.





Inventories
-





Inventories
are stated at the lower of cost or market with cost determined on the first in,
first out basis.





Property
and equipment -





Property
and equipment are recorded at cost.  Expenditures for major additions
and improvements are capitalized, and minor replacements, maintenance, and
repairs are charged to expenses as incurred.  When property and
equipment are retired or otherwise disposed of, the cost and accumulated
depreciation are removed from the accounts and any resulting gains or losses
included in the results of operation for the respective
period.  Depreciation is computed on a straight line basis over its
useful lives which is 5-7 years.





Goodwill
–





Goodwill
is calculated as the difference between the cost of acquisition and the fair
value of the net assets acquired of any business that is acquired. The
Company performs impairment tests of the intangible assets at least annually and
impairment losses are recognized if the carrying value of the intangible exceeds
its fair value. For the years ended September 30, 2009 and 2008, the Company did
not incur any charges for impairment.




Variable
Interest Entities -




The
Company analyzes any potential Variable Interest or Special-Purpose Entities in
accordance with the guidance of FASB ASC 810-10, Consolidation of Variable
Interest and Special-Purpose Entities. Once an entity is determined to be a
Variable Interest Entity (VIE), the party with the controlling financial
interest, the primary beneficiary, is required to consolidate it.  The
Company has analyzed its investment in Giga and after analysis we have
determined that, while Giga is a VIE as defined by FASB ASC 810-10, we are not
the primary beneficiary, and therefore Giga is not required to be
consolidated.





Fair
value of financial instruments –





The
Company applies accounting guidance that requires all entities to disclose the
fair value of financial instruments, both assets and liabilities recognized and
not recognized on the balance sheet, for which it is practicable to estimate
fair value.  The guidance defines fair value of a financial instrument
as the amount at which the instrument could be exchanged in a current
transaction between willing parties.  As of  September 30,
2009 and 2008 the fair value of cash, accounts receivable, other receivables,
accounts payable, notes payable, and accrued expenses approximated carrying
value due to the short maturity of the instruments, quoted market prices, or
interest rates, which fluctuate with market rates.





Accounting
for Stock-Based Compensation –





The
Company adopted accounting guidance on October 1, 2005 utilizing the modified
prospective method. The adoption the accounting guidance had no impact on the
financial statements as the Company did not issue any options during 2009 or
2008. All options and warrants were fully vested at the date of
issuance.


24





Under
accounting guidance for stock-based compensation, the Company is required to
recognize compensation cost for the portion of outstanding awards previously
accounted for under the provisions previous guidance for which the requisite
service had not been rendered as of the adoption date of the new guidance. The
guidance also requires companies to estimate forfeitures of stock compensation
awards as of the grant date of the award.





The
Company uses the "modified prospective" method in which compensation cost is
recognized beginning with the effective date (a) based on the requirements of
the amended accounting guidance for all share-based payments granted after the
effective date and (b) based on the requirements of the previous accounting
guidance for all awards granted to employees prior to the effective date of the
amended accounting guidance that remain unvested on the effective
date.





New
Accounting Pronouncements -




The
Company adopted the FASB (Financial Accounting Standards Board) “Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting
Principles.” The FASB Accounting Standards Codification  (ASC), is
intended to be the source of authoritative GAAP and reporting standards as
issued by the FASB. The ASC does not change or alter existing GAAP. The
implementation of this standard had no impact to the Company’s financial
position or results of operations.





In
April 2009, the FASB amended accounting guidance regarding interim
disclosures about fair value of financial instruments. The amended accounting
guidance will require disclosures about fair value of financial instruments in
financial statements for interim reporting periods and in annual financial
statements of publicly-traded companies. This amended guidance will require
entities to disclose the method(s) and significant assumptions used to estimate
the fair value of financial instruments in financial statements on an interim
and annual basis and to highlight any changes from prior periods. On June 30,
2009 the Company adopted this amended accounting guidance, which did not have a
material impact on our financial condition, results of operations or cash
flows.





In April
2009, the FASB issued amended accounting guidance regarding recognition and
presentation of other-than-temporary impairments. The amendment changes the
existing guidance for debt securities to make it more operational and to improve
the presentation and disclosure of other-than-temporary impairments on debt and
equity securities. On June 30, 2009 the Company adopted amended accounting
guidance, which did not have a material impact on our financial condition,
results of operations or cash flows.




In April
2009, the FASB issued additional guidance in regards to determining fair value
when the volume and level of activity for the asset or liability have
significantly decreased and identifying transactions that are not orderly. The
additional guidance provides for estimating fair value when the market activity
for an asset or liability has declined significantly. On June 30, 2009 the
Company adopted the guidance, which did not have a material impact on our
financial condition, results of operations or cash flows.





In
May 2009, the FASB issued guidance regarding subsequent events, which
establishes the accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. It requires the disclosure of the date through which an entity has
evaluated subsequent events and the basis for that date, that is, whether that
date represents the date the financial statements were issued or were available
to be issued. The Company adopted this guidance in the third quarter of
2009.





In
June 2009, the FASB issued amendments toaccounting guidance
which amended existing guidance to address the elimination of the concept of a
qualifying special purpose entity. The amendment also replaces the
quantitative-based risks and rewards calculation for determining which
enterprise has a controlling financial interest in a variable interest entity
with an approach focused on identifying which enterprise has the power to direct
the activities of a variable interest entity and the obligation to absorb losses
of the entity or the right to receive benefits from the entity. Additionally,
the amendment provides more timely and useful information about an enterprise’s
involvement with a variable interest entity. The amended guidance will become
effective in the first quarter of 2010. The Company is currently evaluating
whether these amendment will have an impact on the Company consolidated
financial statements.





3.
DISCONTINUED OPERATIONS





In March
2009, the Company entered into an agreement to sell ITS Europe, Teleconnect
Spain, Teleconnect Telecom and Recarganet to certain employees and officers of
Teleconnect Spain for €1,001 with the Company retaining 10% of Teleconnect SA.
Going forward the Company will account for the 10% of Teleconnect SA by the cost
method.





The sale
of ITS Europe to certain employees and officers of Teleconnect Spain for €1 and
the assumption of ITS Europe debts was completed on May 14, 2009 and resulted in
a gain on the sale of subsidiary of $85,308. ITS Europe, which had been a
dormant company since 2003, was subsequently dissolved and
liquidated.


25


Summarized
financial information (which consists principally of Teleconnect SA) included in
discontinued operations is as follows for the year ended September 30:





2009
                  
                  
                  2008Sales
                  
                  $
                  4,274,248
                  
                  
                  $
                  3,625,575Cost
      of Sales
                  
                  
                  3,070,712
                  
                  
                  
                  2,847,288Gross
      Profit
                  
                  
                  1,203,536
                  
                  
                  
                  778,287Selling,
      general and administrative expenses
                  
                  
                  1,430,742
                  
                  
                  
                  2,101,485Depreciation
                  
                  
                  101,648
                  
                  
                  
                  131,470Operating
      loss
                  
                  
                  (328,854
                  )
                  
                  
                  (1,454,668
                  )Gain
      on sale of subsidiary
                  
                  
                  85,308
                  
                  
                  
                  -Other
      income (expense)
                  
                  
                  12,975
                  
                  
                  
                  19,480Loss
      from discontinued operations
                  
                  $
                  (230,571
                  )
                  
                  $
                  (1,435,188
                  )





The net liabilities of discontinued operations (which consists
principally of Teleconnect SA), which are included in the consolidated balance
sheets as assets and liabilities of discontinued operations, consist of the
following at September 30:





2009
                  
                  
                  2008Cash
                  
                  $
                  23,938
                  
                  
                  $
                  22,372Accounts
      receivable – trade, net of allowance for doubtful accounts of $714,782 and
      $678,167 at September 30, 2008 and 2007, respectively
                  
                  
                  385,914
                  
                  
                  
                  384,709Accounts
      receivable - other
                  
                  
                  207,953
                  
                  
                  
                  122,860Inventory
                  
                  
                  12,631
                  
                  
                  
                  13,332Prepaid
      expenses
                  
                  
                  2,368
                  
                  
                  
                  3,120Current
      assets of discontinued operations
                  
                  
                  632,804
                  
                  
                  
                  546,393Property
      and equipment, net
                  
                  
                  385,820
                  
                  
                  
                  478,214Vendor
      deposits
                  
                  
                  242,208
                  
                  
                  
                  362,957Other
      assets of discontinued operations
                  
                  
                  628,028
                  
                  
                  
                  841,171Accounts
      payable
                  
                  
                  1,372,068
                  
                  
                  
                  1,231,822Accrued
      liabilities
                  
                  
                  189,246
                  
                  
                  
                  253,952Taxes
      payable
                  
                  
                  342,231
                  
                  
                  
                  342,439Notes
      payable
                  
                  
                  146,430
                  
                  
                  
                  -Due
      from related parties
                  
                  
                  259,181
                  
                  
                  
                  -Deferred
      income
                  
                  
                  2,068,113
                  
                  
                  
                  2,235,716Liabilities
      of discontinued operations
                  
                  
                  4,377,269
                  
                  
                  
                  4,063,929Net
      liabilities of discontinued operations
                  
                  $
                  3,116,437
                  
                  
                  $
                  2,676,365





Substantially
all interest expense is allocated to the ongoing operations of the parent
company.





4.  NOTES
RECEIVABLE





In February 2007, the Company loaned $512,505 to
a business development firm with a maturity date of February 2009. The note is
in default and the Company has pursued legal action for collection. The amount
(including unpaid interest) was reserved as of September 30, 2009 and 2008.
Interest income of $30,036 and $30,036 was accrued for the years ended September
30, 2009 and 2008, respectively, which was fully reserved during the period
accrued.





5.
PROPERTY AND EQUIPMENT





Property
and equipment was comprised of the following as of September 30:





2009
                  
                  
                  
                  2008Computers
      and switching systems
                  
                  $
                  129,670
                  
                  
                  $
                  123,681Less:
      Accumulated depreciation
                  
                  
                  (115,096
                  )
                  
                  
                  (33,220
                  )Net
      property and equipment
                  
                  $
                  14,574
                  
                  
                  $
                  90,461





During
the year ended September 30, 2009 Mediawizz recognized impairment of $43,412 on
computers and equipment no longer used to produce kiosks. The impairment is
included in other income (expense) in the consolidated statements of
operations.


26





6.
LOANS FROM RELATED PARTIES





On March
6, 2009 the Company converted $1,766,271 of debt and accrued interest from a
shareholder into 291,180 shares of the Company’s common stock.





On March
6, 2009 the Company converted $345,000 of debt from a shareholder into 1,380,000
shares of the Company’s common stock.





As of
September 30, 2009 and 2008, the Company had short term loans totaling
$1,387,393 and $3,403,814, respectively, from shareholders. As of
September 30, 2009, the Company also had short term loans payable to an entity
controlled by our Chief Executive Officer in the amount of
$887,047. These
loans bear interest at 4% to 8% annually, are unsecured and due upon demand.
Interest expense of $53,418 and $106,323, respectively, was incurred on these
notes during 2009 and 2008.





7.
NOTE PAYABLE





As of
September 30, 2009 and 2008 the Company has a short-term bridge loan of $175,716
and $171,636, respectively, from a potential investor.  This note does
not bear interest and is due on demand.





8.
LEASES





The
Company leased certain equipment with a carrying value of approximately $105,000
at September 30, 2008 under a capital lease agreement which was paid off in
2009.   Amortization of capital leases is included with depreciation
expense in the accompanying consolidated financial
statements.  Teleconnect Spain also leases office space under a
non-cancelable operating lease expiring in 2014.  Total rental expense
for all non-cancelable operating leases, totaled $69,392 in 2009 and $142,331 in
2008.





Future
minimum lease payments, by year and in the aggregate, consist of the following
as of September 30, 2009:





2010
                  
                  $
                  16,3892011
                  
                  
                  17,8792012
                  
                  
                  17,8792013
                  
                  
                  17,8792014
                  
                  
                  17,879$
                  87,905





9. INCOME TAXES





The tax
effects of temporary differences giving rise to the Company's deferred tax
assets are as follows as of September 30:





2009
                
                
                2008Bad
      debt allowances
                
                $
                196,897
                
                
                $
                186,685Litigation
      reserve and other reserves
                
                
                4,601
                
                
                
                4,601Equity
      method investment loss
                
                
                50,328
                
                
                
                35,155Tax
      carry forwards
                
                
                11,605,820
                
                
                
                10,963,561Valuation
      allowance
                
                
                (11,857,646
                )
                
                
                (11,190,002
                )Net
      deferred tax assets
                
                $
                -
                
                
                $
                -





A
reconciliation of the Company’s income tax provision (benefit) computed at the
statutory U.S. Federal rate and the actual tax provision is as follows for the
years ended September 30:


2009
                  
                  
                  2008Income
      tax (benefit) provision at U.S Federal statutory rate
                  
                  $
                  (621,670
                  )
                  
                  $
                  (1,166,451
                  )Foreign
      income taxed at rates other than 34%
                  
                  
                  66,155
                  
                  
                  
                  (13,738
                  )Tax
      effect of NOL absorbed
                  
                  
                  1,291
                  
                  
                  
                  (17,953
                  )Foreign
      tax return adjustments
                  
                  
                  -
                  
                  
                  
                  -Other
                  
                  
                  50,000
                  
                  
                  
                  80,000Increase
      in valuation allowance, net of foreign currency
adjustments
                  
                  
                  554,224
                  
                  
                  
                  1,198,142Tax
      (benefit) provision
                  
                  $
                  50,000
                  
                  
                  $
                  80,000




The
following table summarizes the amount and expiration dates of our operating loss
carryovers as of September 30, 2009:




Expiration Dates
                  
                  
                  AmountsU.S.
      federal net operating loss carryovers
                  
                  
                  2024-2029
                  
                  
                  $
                  12,561,452Non-U.S.
      net operating loss carryovers
                  
                  
                  2014-2024
                  
                  
                  
                  21,589,896Total
                  
                  
                  
                  
                  
                  $
                  34,151,348




27





As
a result of significant pre-tax losses, the Company cannot conclude that it is
more likely than not that the deferred tax asset will be
realized.  Accordingly a full valuation allowance has been established
against our deferred tax assets.  During 2009, the Company increased
its valuation allowance by $667,644 to reflect the effect of current year net
operating losses offset by disposal of losses from ITS Europe.





The
company was delinquent in filing tax returns with the Internal Revenue service
and state taxing authorities.  With respect to the fiscal year 2008
returns $50,000 of penalties and interest have been accrued and included in the
current year income tax provision.





10.
LITIGATION AND CONTINGENT LIABILITIES





In the
normal course of its operations, the Company may, from time to time, be named in
legal actions seeking monetary damages. While the outcome of these matters
cannot be estimated with certainty, management does not expect, based upon
consultation with legal counsel, that they will have a material effect on the
amounts recorded in the consolidated financial statements.





11.
PREFERRED STOCK





The
Company has 5,000,000 shares of authorized and unissued Preferred Stock with par
value of $0.001, which is noncumulative and nonparticipating. No shares of
preferred stock were issued and outstanding as of September 30, 2009 or
2008.





12.
EQUITY TRANSACTIONS





On March
6, 2009 the Company converted $1,766,271 of debt and accrued interest from a
related party into 291,180 shares of the Company’s common stock which were
issued in the name of DLB Finance and Consultancy,  owned by the
Company’s Chief Executive Officer.  The Company recognized $72,795 in
stock-based compensation for these costs incurred by this related party on the
Company’s behalf.





On March
6, 2009 the Company converted $345,000 of debt from certain investors into
1,380,000 shares of the Company’s common stock.





On April
1, 2009, 40,000 shares of the Company’s common stock were returned to the
Company by Teleconnect Spain employees and retired.





On
November 12, 2009 the shareholders approved a 1 for 100 reverse stock split of
the Company’s common stock.  This reverse stock split has been
reflected retroactively for all periods presented in these consolidated
financial statements.





13.
STOCK WARRANTS AND OPTIONS





During
2002, the Company adopted an Employee Stock Option, SAR and Stock Bonus Plan
(the "Employee Plan"), which reserves 12,500 shares of Common Stock for issuance
under the Employee Plan. The Employee Plan allows the Company to issue awards of
incentive or non-qualified stock options, stock appreciation rights, and stock
bonuses, which may be subject to restrictions. No options have been issued under
this plan as of September 30, 2009.





During
2002, the Company adopted a Stock Option, SAR and Stock Bonus Consultant Plan
(the "Consultant Plan"), which reserves 10,000 shares of Common Stock for
issuance under the Consultant Plan. The Consultant Plan allows the Company to
issue awards of incentive or non-qualified stock options, stock appreciation
rights, and stock bonuses, which may be subject to restrictions. During 2004 and
2003 the Company issued 21,800 and 1,500 shares respectively under the
provisions of this plan. On July 29, 2004, the Board of Directors and
shareholders approved amending the existing plans to reserving up to 150,000
shares for the two plans, however, the amended plan has not yet been filed under
Form S 8 with the Securities and Exchange Commission.





On
February 1, 2004, the Company issued restricted stock options which have a term
of five years at an exercise price of $25 per share covering 10,000 shares of
restricted common stock. The options can be exercised on or after January 1,
2005. Restricted stock on the date the option was granted was valued at $10 per
share based on other restricted stock transactions during the year.





Effective
March 31, 2006, the Company adopted and approved its 2006 Stock Option, SAR and
Stock Bonus Plan (the “Plan”) which reserved 200,000 of Common Stock for
issuance under the Plan. The Plan allows us to issue awards of incentive
non-qualified stock options, stock appreciation rights, and stock bonuses to
consultants to the Company which may be subject to
restrictions.   As of September 30, 2009, 145,743 shares of
common stock had been issued under this plan.





During
2009 and 2008 no stock options were issued.


28


Information with respect to stock options for
restricted common stock outstanding are as follows as of September
30:





2009
                  
                  
                  2008Average
                  
                  
                  Exercise
                  
                  
                  Average
                  
                  
                  ExerciseShares
                  
                  
                  Price
                  
                  
                  Shares
                  
                  
                  PriceOutstanding
      at beginning of year
                  
                  
                  10,000
                  
                  
                  $
                  25.00
                  
                  
                  
                  40,000
                  
                  
                  $
                  63.00Granted
      at market value
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —Exercised
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —
                  
                  
                  
                  —Expired
                  
                  
                  (10,000
                  )
                  
                  $
                  25.00
                  
                  
                  
                  (30,000
                  )
                  
                  $
                  145.00Outstanding
      at the end of year
                  
                  
                  —
                  
                  
                  $
                  -
                  
                  
                  
                  10,000
                  
                  
                  $
                  25.00





Options Outstanding
                        
                        
                        ExercisableShares
                        
                        
                        
                        
                        
                        
                        
                        
                        SharesOutstanding
                        
                        
                        Average
                        
                        
                        Average
                        
                        
                        Outstanding
                        
                        
                        AveragePrice
                        
                        September 30,
                          2008
                        
                        
                        Remaining
                          Life (Years)
                        
                        
                        Exercise
                          Price
                        
                        
                        September 30,
                          2008
                        
                        
                        Exercise
                          Price$
                        25.00
                        
                        
                        10,000
                        
                        
                        
                        0.5
                        
                        
                        
                        25.00
                        
                        
                        
                        10,000
                        
                        
                        
                        25.0010,000
                        
                        
                        
                        
                        
                        
                        $
                        25.00
                        
                        
                        
                        10,000
                        
                        
                        $
                        25.00




14.
LOSS PER SHARE





Basic
loss per share amounts are computed based on the weighted average number of
shares outstanding on that date during the applicable periods. The Options
totaling 10,000 shares that were outstanding at September 30, 2008, have not
been included in diluted earnings per share as their inclusion would have been
anti-dilutive.





The
following reconciles the components of the loss per share computation for the
years ended September 30:





2009
                  
                  
                  2008Basic
      and Diluted loss per share computationNumerator:Net
      loss from continuing operations
                  
                  $
                  (1,597,872
                  )
                  
                  $
                  (2,075,551
                  )Net
      loss from discontinued operations
                  
                  $
                  (230,571
                  )
                  
                  
                  (1,435,188
                  )Denominator:Weighted
      average common shares outstanding
                  
                  
                  4,254,836
                  
                  
                  
                  3,322,437Basic
      and Diluted loss per shareFrom
      continuing operations
                  
                  $
                  (0.38
                  )
                  
                  $
                  (0.62
                  )From
      discontinued operations
                  
                  $
                  (0.05
                  )
                  
                  $
                  (0.43
                  )





15.
ACQUISITIONS





Giga
Matrix Holding





On
February 15, 2007, the Company entered into an agreement to issue 36,160 shares
of the Company's common stock valued at $180,800 for a 49% interest in Giga
Matrix Holdings, BV (“Giga”).  As of September 30, 2009 and 2008, the
Company has advanced Giga $530,992 and $468,146, respectively, in loans, which
is included in “due from related parties” in the accompanying consolidated
balance sheet.  The Company accounts for its investment in Giga under
the equity method and had recognized $44,626 and $103,397 in losses on its
equity investment during 2009 and 2008, respectively.  The Company has
no further financial commitments to Giga or exposure to additional losses beyond
the initial investment.





The
Company has analyzed its investment in Giga and determined that, while Giga is a
variable interest entity the Company is not the primary beneficiary, and
therefore Giga is not required to be consolidated.


29


Assets
and liabilities of Giga at September 30, 2009 and 2008 are as
follows:





2009
              
              
              2008Assets:
              
              (Unaudited)
              
              
              (Unaudited)Current
      assets
              
              $
              103,249
              
              
              $
              271,362Financial
      assets – non-current
              
              
              197,877
              
              
              
              140,607Fixed
      assets
              
              
              11,026
              
              
              
              18,681Intangible
      assets
              
              
              46,563
              
              
              
              43,337$
              358,715
              
              
              $
              473,987Liabilities:Current
      liabilities
              
              $
              271,294
              
              
              $
              123,760Long-term
      debt
              
              
              738,455
              
              
              
              771,826$
              1,009,749
              
              
              $
              895,856





16.
SUBSEQUENT EVENTS





The
Company evaluated for subsequent events through January 12, 2009, the
issuance date of the Company’s financial statements.





As
discussed in Note 3, in March 2009 the Company entered into an arrangement
providing for the sale of 100 % of the Company’s interest in ITS Europe,
Recarganet, and Teleconnect Telecom in addition to approximately 90% of its
interest in Teleconnect Comunicaciones SA.  The stock purchase
agreements for the sale of Recarganet, Teleconnect Telecom and Teleconnect
Comunicaciones were formalized before a public Spanish notary on November 25,
2009 upon approval by the Company’s shareholders at the November 12, 2009
meeting.  The gain from the sale of the subsidiaries is expected to be
approximately $3,096,000.





In
November 2009, the shareholders of the Company voted in favor of a 1-for-100
reverse stock split of its common stock.  This reverse stock split has
been reflected retroactively for all periods presented in these financial
statements.





During
the period of October 1, 2009 to December 31, 2009, an entity controlled by our
Chief Executive Officer advanced the Company approximately $407,000 to help
cover normal operating costs in the short term. The advances bear interest at
4%.





Subsequent
to September 30, 2009, foreign exchange rates have changed; it is not
practicable to determine the effect of these changes on these financial
statements.





17.
GOING CONCERN





The
accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern.





As shown
in the accompanying consolidated financial statements, the Company incurred
losses of $1,828,443 and $3,510,739 for the years ended September 30, 2009 and
2008, respectively. In addition, the Company has incurred substantial losses
since its inception.  As of September 30, 2009, the Company had a
working capital deficit of approximately $4,556,000 and a total shareholders’
deficit of approximately $3,400,000.  In addition, the Company used
approximately $1,275,000 and 2,972,000 of cash for operations in 2009 and 2008,
respectively.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.





The
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event that the
Company cannot continue as a going concern.





Management
anticipates that it will be able to raise additional working capital.through
additional loans from investors or related parties. Management plans include the
creation of a clean and current holding company which can serve the interests of
the operations of its subsidiaries; primarily located in
Holland.   As a result of the recent sale of the Spanish
subsidiaries, the focus of the Company is now retail based and no longer
telecommunications based. Growth is expected organically as well as through
acquisitions.





The
ability of the Company to continue as a going concern is dependent upon the
Company’s ability to attain a satisfactory level of profitability and obtain
suitable and adequate financing. There can be no assurance that management's
plan will be successful.





18.
CORRECTION OF AN ERROR





During
the quarter ending March 31, 2009, the Company recorded debt forgiveness income
related to its discontinued operations of approximately $402,000 in
error.  In addition the Company failed to record the sale of its
subsidiary, ITSE, and the resulting gain of approximately $85,000 in the quarter
ending June 30, 2009.  As a result, the Company recorded a correction
of an error in the fourth quarter of 2009, which resulted in an increase in net
loss of $307,000 in the fourth quarter.  The Company did not deem this
adjustment to be material to any prior quarter in 2009 based upon both
quantitative and qualitative factors.  In addition, this adjustment
does not impact the 2009 fiscal year results.





19.
SEGMENT INFORMATION





The
Company has two segments media kiosks and telecommunications.  Segment
information for media kiosks are represented by continuing operations and
discontinued operations (Note 3) for telecommunications in these financial
statements.


30


Item
9.       Changes In and Disagreements with
Accountants on Accounting and Financial Disclosure





There
have been no disagreements regarding accounting and financial disclosure matters
with the independent certified public accountants of the Company.





Item
9(A)T.    Controls and Procedures





A.
                Evaluation of
      Disclosure Controls and
Procedures.
 
 The
Company’s Chief Executive Officer and Chief Financial Officer as of Spetember
30, 2009, after evaluating the effectiveness of the Company’s disclosure
controls and procedures (as defined in the Securities Exchange Act of 1934, Rule
13a-14(c)and 15d-14(c) as of a date within 90 days of the filing date of this
report on Form 10-K for September 30, 2009, has concluded that as of the
Evaluation Date, the Company’s disclosure controls and procedures were not
sufficiently adequate nor effective to ensure that material information relating
to the Company and the Company’s consolidated subsidiaries would be made known
to them by others within those entities, particularly during the period in which
this annual report on Form 10-K was being prepared. The actions being taken by
the Company to address these ineffective disclosure controls and procedures are
set forth in the following section.





Management’s Annual Report
on Internal Control Over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13A-15(f) and 15d-15(f)
under the Securities Exchange Act. Our internal control over financial reporting
is designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles (GAAP). Our
internal control over financial reporting includes those policies and procedures
that:





(1)
            pertain to the maintenance of
      records that in reasonable detail accurately and fairly reflect
      transactions involving our
assets;





(2)
            provide reasonable assurance that
      transactions are recorded as necessary to permit preparation of financial
      statements in accordance with U.S. GAAP, and that our receipts and
      expenditures are being made only in accordance with the authorization of
      our management, and





(3)
            provide reasonable assurance
      regarding prevention or timely detection of unauthorized acquisition, use
      or disposition of our assets that could have a material effect on the
      financial statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





Management
assessed the effectiveness of our internal control over financial reporting as
of September 30, 2009.  Our management has concluded that during the
period covered by this report that our internal control over financial reporting
was not effective and that there are material weaknesses in our internal control
over financial reporting.    A material weakness is a
deficiency, or a combination of control deficiencies, in internal control over
financial reporting such that there is a reasonable possibility that a material
misstatement of the Company’s annual or interim financial statements will not be
prevented or detected on a timely basis.





The
Company has policies and procedures that require the financial statements and
related disclosures be reviewed and that the financial statements are presented
in accordance with accounting principles generally accepted in the United States
of America. The Company, in certain circumstances, utilizes a third party
consultant to assist with the preparation of the financial statements and
related disclosures.   The financial statements were not timely
prepared and reviewed by Management.  Further, there were numerous
audit adjustments related to the current year (2009) operations.





In order
to mitigate this material weakness, management intends to implement procedures
providing for the timely review of all subsidiary supplied financial statements,
consolidated financial statements and the notes thereto.





The
presence of these material weaknesses does not mean that a material misstatement
has occurred in our financial statements, but only that our present controls
might not be adequate to detect or prevent a material misstatement in a timely
manner.





This
Annual Report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting. Management
was not subject to attestation by our registered public accounting firm pursuant
to temporary rules of the Securities and Exchange Commission that permit the
Company to provide only management’s report in this Annual Report.





B. Changes in Internal
Controls . There were no significant changes in the Company’s Internal
controls or in other factors that could significantly affect the Company’s
disclosure controls and procedures subsequent to the Evaluation
Date.   The audit adjustments made in this annual filing will
likely affect our internal controls over financial reporting.  The
Company recognizes certain weaknesses in its control procedures and is in the
process of establishing the principles to correct these as well as to implement
proper Corporate Governance; the first step of which is to name new members to
the Board of Directors.





Item
9B.    Other Information


None


31





PART
III





Item
10.     Directors, Executive Officer and Corporate
Governance





The
directors and officers of the Company as of September 30, 2009 are as
follows:





Name
                  
                  Age
                  
                  PositionDirk
      L. Benschop
                  
                  42
                  
                  Director, Chief Executive Officer, President and TreasurerAlfonso de Borbón
                  
                  35
                  
                  Executive Vice-President Corporate Development





The
background and principal occupations of each director and officer of the Company
are as follows:





Mr.
Benschop became Chief Executive Officer, President, Treasurer and Secretary of
the Company on December 11, 2008, upon the resignation of Mr.
Geeris.  Mr. Benschop is a seasoned businessman and
entrepreneur.  Mr. Benschop owns 49% of Giga Matrix BV.





Mr. de
Borbón became the Vice President of Corporate Development of the Company on May
27, 2005 and occupies the position of Executive Vice President Teleconnect Inc
and Director of Sales in Teleconnect Comunicaciones which were subsidiaries of
the Company.  Mr. Borbón was one of the owners of SPACOM which was
acquired by Teleconnect Communicaciones SA in 2000/2001.  He assumed
the position of Major Account Sales Manager until being promoted in September
2004 to Director of Sales. Mr. de Borbon resigned as an officer of the Company
on November 26, 2009, immediately after purchasing the Spanish subsidiaries
before a Spanish notary on November 25, 2009.





Item
11.     Executive Compensation





All
executive officers, for services in all capacities to the Company, received the
following compensation during the fiscal year ended September 30,
2009.




Long-Term Compensation(2)Annual compensation(1)
                          
                          
                          Awards
                          
                          
                          
                          
                          
                          PayoutsName andPrincipalPosition
                          
                          Fiscal
                            Year
                          
                          Salary(1)(2)
                          
                          
                          Bonus
                          
                          
                          Other
                            Annual
                            Compensation
                          
                          
                          Restricted
                            Stock
                            Awards(3)
                          
                          
                          Securities
                            Underlying
                            Options/
                            SARs
                          
                          
                          LTIP
                            Payouts
                          
                          
                          All Other
                            CompensationDirk
      L. Benschop
                          
                          2009
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          72,795
                          
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0Chief
      Executive Officer, President,Secretary
      and TreasurerAlfonso
      de Borbon
                          
                          2009
                          
                          $
                          119,196
                          
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0Executive
      Vice President


All
executive officers as a group $119,196





(1)
            Mr. Benschop received no salary
      or bonus during fiscal 2009, but a stock award of 291,180 (post-split)
      shares of Company Common Stock to a Company owned by Mr. Benschop and was
      the sole member of the Board of Directors at September 30,
      2009.





(2)
            Personal
      benefits received by the Company’s executive officers are valued below the
      levels which would otherwise require disclosure under the rules of the
      U.S. Securities and Exchange
Commission.





(3)
            The Company does not currently
      provide any contingent or deferred forms of compensation arrangements,
      annuities, pension or retirement
  benefits.





Committees of the Board of
Directors





The
Company does not have an audit committee, compensation committee, nominating
committee, or an executive committee of the Board of Directors. The Company does
have a Stock Option Plan Committee which has been established to administer the
stock option, SAR and stock bonus plans of the Company. The Board of Directors,
comprised solely of Mr. Benschop, at September 30, 2009, does have plans to
establish various committees in the future and is now actively involved in the
recruitment of members.


32





Compliance with Section
16(a) of the Securities Exchange Act





Section
16(a) of the Exchange Act requires the Company’s executive officers and
directors, and persons who beneficially own more than ten percent of the
Company’s equity securities, to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than 10% percent shareholders are required by SEC regulation to furnish
the Company with copies of all Section 16(a) forms they file.





The
Company encourages control persons to be up to date with their filings in
relation to Section 16.





2006 Stock Option, SAR and
Stock Bonus  Plan





Effective
March 30, 2006, the Company adopted and approved its 2006 Stock Option, SAR and
Stock Bonus Plan which reserved 200,000 shares of Common Stock for issuance
under the Plan. The Plan allows the Company to issue awards of incentive
non-qualified stock options, stock appreciations rights, and stock bonuses to
consultants to the Company which may be subject to restrictions. As of September
30, 2009 total stock for services had been issued totaling 145,743 shares of
Common Stock.





Benefit
Plans





The
Company does not have any pension plan, profit sharing plan, or similar plans
for the benefit of its officers, directors or employees. However, the Company
may establish such plans in the future.





Board
Compensation





Directors
of the Company have not received any compensation in their capacity as directors
during the fiscal year ended September 30, 2009.





Director and Officer
Indemnification and Limitations on Liability





Article X
of our Articles of Incorporation and Article VI of our Bylaws limit the
liability of directors, officers and employees to the fullest extent permitted
by Florida law. Consequently, our directors will not be personally liable for
monetary damages for breach of their fiduciary duties as directors, except in
the following circumstances:





*
              A
      violation of the criminal law, unless the director, officer, employee or
      agent had reasonable cause to believe his conduct was lawful or had no
      reasonable cause to believe his conduct was
  unlawful;





*
              A
      transaction from which the director, officer, employee, or agent derived
      an improper personal benefit;





*
              In
      the case of a director, a circumstance under which the liability
      provisions of Section 607.0834 under the Florida Business Corporation Act
      are applicable; or





*
              Willful
      misconduct or a conscious disregard for the best interests of the
      corporation in a proceeding by or in the right of the corporation to
      procure a judgment in its favor on in a proceeding by or in the right of a
      shareholder.





This
limitation of liability does not apply arising under federal securities laws and
does not affect the availability of equitable remedies such as injunctive relief
or rescission.





Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers, and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and, is therefore,
unenforceable.


33





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





The total
number of shares of Common Stock of the Company, as adjusted to record effects
of stock splits, beneficially owned by each of the officers and directors, and
all of such directors and officers as a group, and their percentage ownership of
the outstanding shares of Common Stock of the Company as of September 30, 2009
are as follows:





Shares
                    
                    
                    Percent
      ofManagement
                      Shareholders (1)
                    
                    Beneficially
                      Owned (1)
                    
                    
                    Common
                      StockLeonardus
      Geeris
                    
                    
                    1,569,348
                    
                    
                    
                    31.68
                    %Hendrik
      van den Hombergh
                    
                    
                    1,784,732
                    
                    
                    
                    36.03.8
                    %DLB
      Finance and Consultancy BV (2)
                    
                    
                    291,180
                    
                    
                    
                    5.88
                    %Alfonso
      de Borbón (3)
                    
                    
                    40,000
                    
                    
                    
                    0.81
                    %Directors,  officers  as
      a group (2) persons, including the above persons
                    
                    
                    331,180
                    
                    
                    
                    6.69
                    %





(1)
            Except
      as otherwise noted, it is believed by the Company that all persons have
      full voting and investment power with respect to the shares indicated.
      Under the rules of the Securities and Exchange Commission, a person (or
      group of persons) is deemed to be a “beneficial owner” of a security if he
      or she, directly or indirectly, has or shares the power to vote or to
      direct the voting of such security, or the power to dispose of or to
      direct the disposition of such security. Accordingly, more than one person
      may be deemed to be a beneficial owner of the same security. A person is
      also deemed to be a beneficial owner of any security which that person has
      the right to acquire within 60 days, such as options or warrants to
      purchase the Common Stock of the
Company.





(2)
            DLB
      Finance and Consultancy BV is owned by Dirk L. Benschop, the director,
      Chief Executive Officer, Secretary and Treasurer of the
      Company.





(3)
            Mr.
      de Borbon resigned as a director of the Company on November 26,
      2009.





Item
13.    Certain Relationships and Related Transactions, and Director
Independence





During
the fiscal year ended September 30, 2009,, the Company’s former president and
chief executive officer, Mr. Geeris, entered into an arrangement permitting all
of his then outstanding loans of $1,719,179 to be converted into 291,180
post-split shares of common stock of the Company..




Item
14.     Principal Accounting Fees and
Services





The
aggregate fees billed by our principal accounting firm, for fees billed for
fiscal years ended September 30, 2009 and 2008 are as follows:





Name
                      
                      Audit
      Fees
                      
                      
                      Audit
      Related
                        Fees
                      
                      
                      Tax
      Fees
                      
                      
                      All
      Other
                        FeesCoulter
      & Justus PC for fiscal year ended  September 30,
      2008
                      
                      $
                      257,391
                      
                      
                      $
                      0
                      
                      
                      $
                      25,756
                      
                      
                      
                      0Coulter
      & Justus PC for fiscal year ended  September 30,
      2009
                      
                      $
                      105,779
                      
                      
                      $
                      0
                      
                      
                      $
                      0
                      
                      
                      $
                      0





The
Company does not currently have an audit committee. As a result, our Board of
Directors performs the duties and functions of an audit committee. The Company's
Board of Directors will evaluate and approve in advance, the scope and cost of
the engagement of an auditor before the auditor renders audit and non-audit
services. We do not rely on pre-approval policies and procedures.





PART
IV





Item
15.     Exhibits, Financial Statement Schedules





Financial
Statement Schedules





(a)
Financial Statements


34





(b) Exhibits


1(i)
      Articles of Incorporation of the Company
            
            The
      Articles of Incorporation of the Company are incorporated herein by
      reference to Exhibit 3.1 to the Form SB-2 registration statement of the
      Company (File No. 333-93583)1(ii)
      Amendment to Articles of Incorporation
            
            An
      Amendment to the Articles of Incorporation of the Company is incorporated
      herein by reference to Exhibit 99.1 to the Form 8-K current report of the
      Company dated January 29, 2001.1(iii)
      Amendment to Articles of Incorporation
            
            An
      Amendment to the Articles of Incorporation of the Company filed on
      February 26, 2003, is incorporated hereby by reference to Exhibit 1 (iii)
      to the Form 10-K annual report of the Company for its fiscal year ended
      September 30, 2007.1(iv)
      By-Laws of the Company
            
            The
      By-Laws of the Company are incorporated herein by reference to Exhibit 3.2
      to the Form SB-2 registration statement of the Company (File No.
      333-93583)10.
      Material ContractsExhibit
      10.1
            
            Stock
      Purchase Agreement dated March 25, 2009 to sell Spain subsidiaries to
      Alfonso de Borbon is incorporated by reference to the Schedule 14A proxy
      statement of the Company filed August 27, 2009.11.
      Statement re: computation of per share earningsReference
      is made to the Consolidated Statements of Operations of the Consolidated
      Financial Statements which are incorporated by reference
      herein.21.
      A description of the subsidiaries of the Company
            
            A
      description of the subsidiaries of the Company.99.1
            
            Minutes
      of shareholders’ meeting held on November 12,
  2009


35





SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





Teleconnect
      Inc.Date: January
      12, 2010
                By:
                /s/ Dirk
      L. BenschopDirk
      L. BenschopSole
      Director, Chief  Executive Office, President,Treasurer, Chief
      Financial Officer and principal accounting
  officer





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.





Date: January
      12, 2010
              By:
              /s/ Dirk
      L. BenschopDirk
      L. BenschopDirector,
      Chief Executive Officer, President, Treasurer, Chief Financial Officer and
      principal accounting
officer


36





INDEX OF
EXHIBITS ATTACHED




Exhibit
            
            Description21
            
            Description
      of subsidiaries31.1
            
            Certification
      of Dirk L. Benschop32.1
            
            Certification
      of Dirk L. Benschop99.1
            
            Signed
      minutes of shareholders’ meeting held on November 12,
  2009


37