**SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 ______________
 
 **FORM
        20-F**
 
 ANNUAL
        REPORT PURSUANT TO SECTION 13 OR 15(d)
 OF
        THE
        SECURITIES EXCHANGE ACT OF 1934
 *for
        the fiscal year ended December 31, 200* 4
 ______________
 
 **TECHNOPRISES
        LTD.**
 (Exact
        Name of Registrant as Specified in its charter and Translation of Registrant's
        Name into English)
 
 **Israel**
 (Jurisdiction
        of incorporation or organization)
 **c/o:
        BRAUNSTEIN & CO., Law Offices**
 **55
        Hamasger Street, Tel Aviv 61571**
 (Address
        of principal executive offices)
 ______________
 
 Securities
        registered or to be registered pursuant to Section 12(b) of the Act:
 
 **Not
        Applicable**
 
 Securities
        registered or to be registered pursuant to Section 12(g) of the Act:
 
 **Ordinary
        Shares, no par value per share**
 (Title
        of
        Class)
 
 Securities
        for which there is a reporting obligation pursuant to Section 15(d) of the
        Act:
 
 Indicate the number of outstanding shares of each of the issuer's classes
        of
        capital or common stock as of the close of the period covered by the annual
        report:
 
 **157,182,579** **Ordinary
        Shares**
 
 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 |_|**
 
 Indicate
        by check mark which financial statement item the registrant has elected to
        follow.
 
 **Item
        17 |_|**  **Item 18 |X|**
 
 
  
  **Table
        of Contents**
 
 PageItem
                  1.
              Identity
                  of Directors, Senior Management and Advisors
              3Item
                  2.
              Offer
                  Statistics and Expected Timetable
              3Item
                  3.
              Key
                  Information
              3Item
                  4.
              Information
                  on the Company
              15Item
                  5.
              Operating
                  Financial Review and Prospects - Management’s Discussionand
                  Analysis
              30Item
                  6.
              Directors,
                  Senior Management and Employees.
              39Item
                  7.
              Major
                  Shareholders and Related Party Transactions
              44Item
                  8.
              Financial
                  Information
              47Item
                  9.
              Offer
                  and Listing.
              48Item
                  10.
              Additional
                  Information
              49Item
                  11.
              Quantitative
                  and Qualitative Disclosure of Market Risk.
              62Item
                  12.
              Description
                  of Securities Other than Equity Securities
              62Item
                  13.
              Defaults,
                  Dividend Arrearages and Delinquencies.
              62Item
                  14.
              Material
                  Modifications to the Rights of Security Holders and Use of Proceeds
              62Item
                  15.
              Controls
                  and Procedures
              62Item
                  16.A -
              Audit
                  Committee Financial Expert
              63Item
                  16.B -
              Code
                  of Ethics
              63Item
                  16.C -
              Principal
                  Accountant Fees and Services
              64Item
                  16.D -
              Exemptions
                  from the Listing Standards for Audit Committees
              64Item
                  16.E -
              Purchases
                  of Equity Securities by the Issuer and Affiliated Purchasers
              64Item
                  17.
              Financial
                  Statements
              64Item
                  18.
              Financial
                  Statements
              64Item
                  19.
              Exhibits
              65
 
 
 -i-
 
  
  
 **Cautionary
        Note About Forward Looking Statements**
 
 This
        Annual Report on Form 20-F contains forward-looking statements. Technoprises,
        Ltd. urges you to consider that statements that use the terms
“believe,”“expect,”“plan,”“intend,”“estimate,”“anticipate” and similar or
        corollary expressions are intended to identify forward-looking statements.
        These
        statements reflect our current views about future events and are based on
        assumptions and are subject to risks and uncertainties. Forward-looking
        statements include statements about:
 
 ·strategy;
 
 ·the
        effect of receivership and
        the proceedings to appoint a liquidator;
 
 ·the
        market demand for new
        products;
 
 ·liquidity
        and sources of
        financing;
 
 ·development
        of potential revenue
        sources;
 
 ;
        and
 
 ·technological
        advances.
 
 Forward
        looking statements may be found in the sections of this annual report entitled
        “Risk Factors,”“Management’s Discussion and Analysis of Financial Condition and
        Results of Operations” and “Business” and in other sections of this annual
        report. Actual results could differ materially from those anticipated in
        these
        forward-looking statements as a result of various factors, including all
        the
        risks discussed in “Risk Factors” and elsewhere in this Annual Report on Form
        20-F.
  Except
        as
        required by applicable law, including the securities laws of the U.S., we
        do not
        intend to update or revise any forward-looking statements as a result of
        new
        information or future events.
  As
        used
        in this annual report, the terms “we,”“us,”“our,” the “Company” and
“Technoprises” mean Technoprises Ltd. and its subsidiaries, unless otherwise
        indicated.
 
 **PART
        I**
 **Item
        1. Identity of Directors, Senior Management and Advisors**
 
 Not
        Applicable.
 
 **Item
        2. Offer Statistics and Expected Timetable**
 
 Not
        Applicable.
 
 **Item
        3. Key Information**
 
 Technoprises
        Ltd. was incorporated under the laws of the State of Israel in October 1986
        under the name of "BVR Technologies Ltd." ("BVR"). In February 2004, pursuant
        to
        the terms of a Share Purchase Agreement previously entered into by BVR and
        the
        shareholders of TechnoCross Ltd. (formerly known as "Technoprises Apros &
        Chay Ltd., "TechnoCross"), a closely held company established under the laws
        of
        the State of Israel, BVR issued to the shareholders of TechnoCross a total
        of
        88,539,309 ordinary shares of BVR, par value NIS 0.01 per share, which at
        the
        time constituted 90% of BVR’s issued and outstanding capital stock in
        consideration of the acquisition by BVR of all the issued and outstanding
        share
        capital of TechnoCross. At the time of the transaction, Technocross owned
        100%
        of the outstanding share capital of Telematic-Cross Media Ltd. (“TCM”), which
        was established on June 17, 2003 and had no operations since establishment
        through the transaction except for an agreement that it signed with Comverse
        Technology, Inc. relating to the purchase of certain technologies. Prior
        to the
        acquisition, BVR was a non-operating pubic shell with no significant assets
        and
        liabilities. As the former shareholders of TechnoCross held a majority of
        the
        issued and outstanding shares of BVR following the acquisition, the transaction
        was accounted for as a "recapitalization" of TechnoCorss In April 2004, BVR's
        name was changed to "Technoprises, Ltd."
 
 3
 The
        following selected consolidated financial data as of December 31, 2004 have
        been
        derived from Technoprises audited consolidated financial statements. These
        financial statements have been prepared in accordance with generally accepted
        accounting principles in United States. The consolidated selected financial
        data
        for the period from inception of TechnoCross (January 8, 2004) to **** December
        31, 2004 have been derived from the consolidated financial statements included
        in this annual report. The selected consolidated financial data set forth
        below
        should be read in conjunction with and are qualified by reference to “Item 5,
        Operating and Financial Review and Prospects” and the consolidated financial
        statements and notes thereto and other financial information included elsewhere
        in this annual report.
 
 **Historical
        Financial Information**
 ****
 **Period
                  from inception (January 8, 2004) to December 31,****2004**(in
                  thousands,except per share data)**Consolidated
                  Statement of Operation Data**U.S.
                  GAAP:Revenues
              
              
              
              
              $
              190Cost
                  of Revenues
              
              
              
              
              
              93Gross
                  profit
              
              
              
              
              
              97Software
                  development costs
              
              
              
              
              
              842Purchased
                  computer software
              
              
              
              
              
              2,275General
                  and administrative expenses
              
              
              
              
              
              13,857Operating
                  loss
              
              
              
              
              
              (16,877
              )Financial
                  income (expenses), net
              
              
              
              
              
              (2,194
              )Other
                  income (expenses)
              
              
              
              
              
              (1,340
              )Net
                  loss
              
              
              
              
              $
              (20,411
              )Basic
                  and diluted loss per share:
              
              
              
              
              $
              (0.18
              )Weighted
                  average number of ordinary shares outstanding
              
              
              
              
              
              113,612
 
 **As
                  at December 31**(in
                  thousands)2004**Balance
                  Sheet Data:**U.S.
                  GAAP:Working
                  capital deficiency
              
              $
              (3,579
              )Total
                  assets
              
              
              527Total
                  liabilities
              
              
              4,485Shareholders’
                  deficiency
              
              
              (3,958
              )
 
 **Recent
          Developments**
 On
            July
            26, 2005, the District Court in Tel Aviv -Jaffa appointed a receiver
            for
            Technoprises Ltd. The receiver is Mr. Adi Braunstein, an Israel based
            attorney
            in private practice. The appointment of the receiver was made in response
            to a
            motion brought by certain holders of Technoprises’ 5% secured convertible
            debentures that were issued as of June 30, 2004 and that came due on
            June 30,
            2005. Principal and accrued interest on these debentures in the amount
            of
            approximately $735,000, as well as approximately $87,000 in penalties,
            was due
            and owing as of June 30, 2005. Technoprises granted a first priority
            lien to the
            holders of the 2004 Debentures on all of its existing and future assets
            (including, without limitation, intellectual property) with respect to
            the
            principal, accrued interest and penalties.
 
 The
            receiver’s mandate is to enforce the terms of these debentures. Accordingly, the
            receiver, subject to the approval of the District Court, is authorized
            to take
            all actions that he deems necessary or desirable toward that end. Within
            30 days
            of his appointment, the receiver is required to file his report with
            the
            District Court as to his activities.
 
 The
            holders of these debentures, together with former employees of EVR Entertainment
            Ltd., a wholly owned subsidiary of Technoprises, also filed a motion
            for the
            appointment of permanent liquidator for Technoprises, which motion is
            scheduled
            to be heard by the District Court on December 22, 2005.
 
 At
            the
            time of the appointment of the receiver, no officer or director held
            office at
            Technoprises.
 4
 **D.
        RISK FACTORS**
 
 **Risks
        Relating to the Business of Technoprises**
  **The
        appointment of a receiver for Technoprises and the pending motion to appoint
        a
        liquidator adversely affects the business of Technoprises and may result
        in its
        liquidation.**
 
 On
        July
        26, 2005, the District Court in Tel Aviv granted a motion for the appointment
        of
        a permanent receiver for Technoprises. The motion to appoint a receiver was
        brought by certain holders of Technoprises’ 5% secured convertible debentures
        that were issued as of June 30, 2004 and that came due on June 30, 2005 (the
        "2004 Debentures"). The court appointed Mr. Mr. Adi Braunstein, an Israel
        based
        attorney, as a receiver for Technoprises for the stated purpose of enforcing
        the
        terms of these debentures. The legal proceedings that culminated in the
        appointment of Mr. Braunstein as a permanent receiver commenced in March
        2005
        when certain of the 2004 Debentures holders filed a motion with the District
        Court in Tel Aviv, Israel, for the liquidation of Technoprises and its
        wholly-owned subsidiary EVR Entertainment Ltd. ("EVR") and for the appointment
        of a liquidator. The former employees of EVR  joined these proceedings
        and
        supported the motions brought by the 2004 Debenture Holders. Concurrent with
        this suit, on April 11, 2005, counsel for the 2004 Debenture holders also
        filed
        with the court a separate motion for the appointment of a temporary and
        permanent receiver for our company and, after several months of litigation,
        Mr.
        Braunstein was appointed as a permanent receiver for Technoprises (the
“Receiver”). The motion for the appointment of a permanent liquidator for
        Technoprises is pending and the District Court has set a hearing date of
        December 22, 2005 to consider this motion.
 
 The
        principal amount and accrued interest on the 2004 Debentures became due and
        payable on June 30, 2005. Technoprises has not paid the principal and accrued
        interest of approximately $735,000 (as of June 30, 2005) on these debentures.
        In
        addition, the holders of the 2004 Debentures are entitled to penalties in
        the
        aggregate amount of $87,000 as of June 30, 2005 in respect of the delay in
        filing and effectiveness of a registration statement that Technoprises filed
        in
        October 2004 and that has not been declared effective. Technoprises granted
        a
        first priority lien to the holders of the 2004 Debentures on all of its existing
        and future assets (including, without limitation, our intellectual property)
        with respect to the principal, accrued interest and penalties. As the principal,
        interest and penalties with respect to the 2004 Debenture have not been
        satisfied, the holders of these debentures are entitled to foreclose on the
        Technoprises’ assets. In addition, certain of the 2004 Debentures loaned to
        Technoprises in December 2004 and in January 2005 the aggregate principal
        amount
        of $150,000 which, together with the accrued interest (at a per annum rate
        of
        12.5%), stands at $161,000 at June 30, 2005. These amounts also became due
        and
        owing on June 30, 2005 and are not covered by the lien on our
        assets.
 
 The
        Receiver’s mandate includes enforcing the terms of the 2004 Debentures to
        satisfy the amounts owing to the 2004 Debentures. The Receiver is investigating
        possible options with respect to the business of Technoprises, including
        resuming the operations of the business of Technoprises as conducted and
        reorganizing the business operations. Within 30 days of his appointment,
        the
        Receiver is required to file with the District Court a report as to
        his
        findings, specifying, among other things, his recommendations as to the future
        course of the company. Any decision that will eventually be taken by the
        Receiver is subject to the approval of the District Court. In addition, if
        the
        District Court grants the pending motion to appoint a permanent liquidator
        for
        Technoprises, then it is likely the liquidator will liquidate the remaining
        assets of Technoprises in order to satisfy all outstanding debts in accordance
        with Israeli law. The foregoing developments will continue to have a material
        adverse effect on the prospects of Technoprises for resuming its operations
        and
        may result in the liquidation of the company.
  5
 **Technoprises
        will need to raise significant capital in order to resume significant business
        operations and the failure to raise needed funds may result in its liquidation.**
 
 Since
        the
        commencement of legal proceedings by the 2004 Debentures in March 2005,
        Technoprises has significantly scaled back its operations. Except for the
        distribution of computer hardware from leading computer equipment companies
        to
        resellers and systems integrators, a new business that it entered into as
        of
        January 2005, the business of Technoprises since its recapitalization in
        February 2004 has been substantially discontinued on or about the time of
        the
        commencement of legal proceedings in March 2005. The drain of scarce capital
        resources to the defense of these proceedings diverted funds that would have
        otherwise been utilized in the business and in the creation of revenue
        generating projects. The revenues of $190,000 that Technoprises recorded
        for the
        year ended December 31, 2004 were primarily attributable to the business
        that it
        conducted through EVR. As the business conducted through EVR was substantially
        discontinued on or about the commencement of these legal proceedings in March
        2005, it is not anticipated that there will be any significant revenues
        generated by these activities in 2005. In addition, Technoprises owes
        significant amounts to third parties other than to the holders of the 2004
        Debenture. Technoprises’ cash and cash equivalent resources at December 31, 2004
        were approximately $151,000. As of June 30, 2005, Technoprises’ cash resources
        were virtually non-existing. Certain of the holders of the 2004 Debentures
        advanced loans to the company to enable it to file this annual report on
        Form
        20-F and to take other actions required to maintain the company’s formal
        corporate existence.
 
 Accordingly,
        in order to resume operations of Technoprises as the company has been operated
        since its recapitalization and to satisfy current amounts owed to the holders
        of
        the 2004 Debenture as well as to other third parties, Technoprises will need
        to
        raise additional capital in significant amounts. Technoprises currently has
        no
        financing commitment for these amounts and non assurance can be given that
        it
        will be able to raise the funds needed to resume operations and satisfy amounts
        owed to third parties on commercially acceptable terms (or at all). In addition
        to raising significant capital, the resumption by Technoprises of significant
        operations of will require the successful reorganization of its business
        in
        receivership. This is a process substantially similar to reorganization
        provisions of Chapter 11 under the laws of the United States and no assurance
        can be given that Technoprises will successfully complete these
        transactions.
 
 Until
        the
        resignation on July 12, 2005 of Mr. Prosper Abitbol, Technoprises'
        then sole officer and director and President since February 2004,
        Technoprises’ primary business focus during 2005 has been the distribution
        of computer hardware from leading computer equipment and software companies
        to
        resellers and systems integrators worldwide for inclusion in their product
        offerings (the ""B2B Business"). Technoprises entered into the B2B Business
        in
        January 2005. This business is conducted through Tegrasoft Ltd. ("Tegrasoft"),
        an Israeli based 75% owned subsidiary. While the cash flow generated by
        Tegrasoft’s operations cover its basic capital requirements, there is no
        expectation that Tegrasoft will generate significant revenues.
 
 The
        reports of Technoprises’ independent registered public accounting firm for the
        fiscal year 2004 includes a going-concern qualification, which indicates
        an
        absence of obvious or reasonably assured sources of future funding that will
        be
        required by Technoprises to maintain ongoing operations. If Technoprises
        is
        unable to obtain additional funding, it will not be able to resume operations
        as
        conducted since the recapitalization.
 
 The
        going
        concern qualification, together with the uncertainty presented by the
        receivership and the pending motion to appoint a permanent liquidator for
        Technoprises, makes it more difficult for Technoprises to raise funds for
        a
        reorganization of the company and its business.
 
 6
 **Corporate
        Actions taken by former management of Technoprises may not have been taken
        in
        accordance with Techoprises’ Articles of Association and, if the District Court
        voids these transactions, Technoprises may be subject to further litigation
        and
        other material adverse developments.**
 
 Upon
        taking office, the Receiver has discovered that certain corporate actions
        taken
        by Technoprises’ former management in the course of 2005 may not have been taken
        in accordance with Technoprises’ Articles of Association. In particular, the
        company’s Articles of Association required that Technoprises’ board of directors
        contain at least four directors. All of Technoprises directors resigned in
        November 2004 and as of February 2005 Mr. Adam Ofek, the last remaining director
        other than Prosper Abitbol, resigned from all positions with the company.
        Accordingly, certain of the transactions conducted by Technoprises within
        the
        last eight months may be voidable by the District Court (who is overseeing
        the
        receivership of Technoprises). These transactions many include certain aspects
        of the B2B Business conducted through Tegrasoft.
 
 Additionally,
        if the District Court appoints a liquidator for Technoprises, under Israeli
        law
        the Liquidator will be required to examine transactions previously concluded
        by
        Technoprises former management. Any of the foregoing developments may result
        in
        further litigation against Technoprises’ or members of former
        management.
 
 **Continuing
        debt obligations and other amounts owed could impair any prospects of resuming
        Technoprises operations or undertaking any other reorganization of the
        Technoprises’ business.**
 
 As
        of
        June 30, 2005, Technoprises was required to pay down approximately $100,000
        in
        principal amount and accrued interest owed to Bank Hapoalim, which amount
        has
        not been paid as of the filing of this annual report on Form 20-F.
 
 Additionally,
        as of December 31, 2004 Technoprises was obligated to pay liquidating damages
        in
        the aggregate amount of approximately $1,382,000 in respect of the failure
        to
        timely register for resale the shares that it sold in private placements
        that
        were conducted in March and April of 2004. This amount has increased with
        time
        and as of June 30, 2005, the amount of liquidated damages is approximately
        $2,327,000.
 
 As
        of
        December 31, 2004, Technoprises recorded a contingent liability of $430,000
        in
        respect of an amount that may be payable to Comverse Technologies Ltd. in
        connection with the acquisition of the iTVGate technology in 2004, the
        development of which has been substantially discontinued in 2005.
  There
        is
        substantial risk, therefore, that the existence and extent of the obligations
        described above could adversely affect decisions taken by the Receiver with
        respect to resuming operations of Technoprises as presently constituted or
        the
        prospects of raising additional capital.
 
 **Technoprises
        undertook obligations to third-parties to register their Technoprises shares
        for
        resale and the failure to do so has resulted in significant liquidated
        damages.**
  Technoprises
        granted certain investors rights to register their ordinary shares within
        a
        specified time period. Technoprises undertook to file a Form F-1 registration
        statement with the Securities and Exchange Commission for the shares the
        selling
        shareholders purchased from it in March 2004, no later than April 2, 2004.
        Technoprises did not file the required registration statement until September
        9,
        2004 and therefore, pursuant to the Subscription Agreement with the selling
        shareholders, it is obligated to pay them liquidated damages in an amount
        equal
        to 2% for each thirty days of delay or part thereof of the greater of the
        market
        value of their shares and the purchase price they paid for such shares and
        their
        warrants.
  7
 Technoprises
        also undertook to file a Form F-1 registration statement with the Securities
        and
        Exchange Commission for shares purchased from it by a group of investors
        on
        April 21, 2004, no later than May 19, 2004. Technoprises did not file the
        required registration statement by such date and therefore, pursuant to the
        Registration Rights Agreement with these shareholders, it became obligated
        to
        pay them liquidated damages in an amount equal to 2% of the purchase price
        they
        paid for each thirty days of delay or part thereof, or if subsequent to
        effectiveness of the registration statement, the right of these shareholders
        to
        sell pursuant to this registration statement is suspended for periods beyond
        those permitted by our agreements with them.
 
 On
        July
        23, 2004 Technoprises raised $900,000 through the issuance of the 2004
        Debentures. Technoprises agreed to register these shares within 45 days of
        the
        issuance of these notes. Technoprises did not file the required registration
        statement until September 9 2004 and since such registration statement has
        not
        been declared effective within the required specified period (120 days after
        issuance of the notes), pursuant to the subscription agreement with the selling
        shareholders, it became obligated to pay these investors liquidating damages
        of
        1% of the aggregate unpaid amount of the notes for the first 45 days after
        the
        required filing or required effective date and an additional 1% for each
        thirty
        days thereafter (or part thereof
 
 As
        of
        December 31, 2004, it owed an aggregate of $1,415,000 in liquidated damages
        in
        respect of the delay in registering these shares. As of July 31, 2005, this
        amount stands at approximately $2,409,000.
  Some
        of
        the holders to whom we owe these liquidated damages have demanded payment
        or
        otherwise threatened legal action. Technoprises may not be able to continue
        the
        registration process with respect to the resale of these shares as such action
        may be deemed to be preferential treatment of such creditors under Israeli
        law
        and thus prohibited. The liquidated damages incurred to date could materially
        adversely affect any decision undertaken by the Receiver with respect to
        the
        resumption of business operations or the reorganization of the
        company.
 
 **Technoprises
        has a limited operating history upon which you can base your investment
        decision.**
  Technoprises
        is the result of the combination between BVR Technologies Ltd., which divested
        substantially all of its assets through 2003, and TechnoCross, which was
        a
        closely held developmental stage company with no operating history and no
        current revenues at the time of the combination. There is no guarantee that
        Technoprises will be able to successfully develop products and generate revenue
        in the future from the sales of such products. There is no assurance that
        if it
        develops a product that will generate revenues that Technoprises will be
        able to
        maintain such potential market share over time or that it will be able to
        develop additional products.
 
 8
 **The
        telecommunications industry is highly competitive and these competitive
        pressures may hamper or impede any successful resumption of Technoprises
        business as presently constituted.**
 
 Competition
        in the telecommunications industry is intense and is expected to increase.
        Barriers to entry are minimal, and competitors are able to launch new sales
        forces at a low cost. Competition is likely to result in price reductions,
        reduced margins and loss of market share. Competitors vary in size, geographic
        scope, industries served and breadth of the products and services offered.
        Some
        of Technoprises competitors are more established, enjoy greater market
        recognition and have greater financial and marketing resources than we do.
 
 If
        the
        Receiver decides to resume significant operations of Technoprises’ business,
        then Technoprises will encounter aggressive competition from numerous and
        varied
        competitors in all areas, and these competitors may target key market segments.
        If Technoprises resumes operations as presently constituted, it will compete
        primarily on the basis of technology, performance, price, quality, reliability,
        brand, distribution, range of products and services, account relationships,
        customer service and support and security. If any future products, services,
        support and cost structures do not enable it to compete successfully based
        on
        any of those criteria, it could harm its future operations, results and
        prospects.
 
 Many
        of
        Technoprises’ potential competitors may have greater financial, technical,
        marketing and/or other resources and experience and greater name recognition
        than it has. In addition, many of these players may have established
        relationships with one another and with potential suppliers and buyers and
        may
        have extensive knowledge of the industry. Current and potential competitors
        have
        established or may establish cooperative relationships with third parties
        to
        increase the ability of their products to address customer needs. Accordingly,
        our competitors may develop and rapidly acquire significant market
        share.
 
 **The
        development and success of our cable modem termination systems, one of
        Technoprises key lines of business since the recapitalization, has been
        significantly impaired by the non-delivery of certain software and related
        source codes.**
 
 The
        development of the cable modem termination systems conducted through EVR
        was
        significantly premised on the grant to Technoprises by Lucent Technologies,
        Inc.
        of certain licenses to Lucent’s cable modem terminations systems technologies as
        well as the development and delivery to Technoprises of certain software
        and
        related source codes. Technoprises entered into an agreement with Lucent
        in May
        2004 for the development of these items. Under the agreement with them, the
        company undertook to make certain payments to them and remit to Lucent certain
        royalties from the proceeds of these systems. As Technoprises did not receive
        the software and related codes, it suspended payments to Lucent under such
        agreement and advised them of a breach under the agreement and demanded that
        they cure the breach. In response, Lucent advised Technoprises that it was
        in
        breach of the agreement and threatened to terminate it. The Receiver does
        not
        currently anticipate receiving the contracted for software. The software
        was
        contemplated to serve as the core technology underlying Technoprises cable
        modem
        termination systems. The non-delivery of thee software and related codes
        from
        Lucent has resulted in a material adverse effect on the development of cable
        modem termination business.
 
 **If
        the Receiver decides to resume operations of Technoprises (subject to the
        approval of the District Court), the Israeli market will key to any future
        revenue growth, and political instability in this market could reduce revenue
        and seriously harm future business.**
 
 If
        the
        Receiver elects to resume operations of Technoprises (as they have been
        conducted), which action is subject to the approval of the District Court,
        then
        it is expected that Technoprises will be dependent, to a large extent, on
        the
        Israel market. Adverse political changes in Israel may harm any future
        business.
 
 9
 The
        international markets, and in particular the Middle East region, are subject
        to
        political and economic instability, which may interfere with any plans to
        reorganize Technoprises.
 
 The
        international markets in which Technoprises expects to operate are subject
        to
        risks, including:
 
 · fluctuations
        in regional economic conditions;
 ·political
        instability;
 ·the
        threat of terrorist
        attacks;
 ·conflicting
        and changing legal
        and regulatory requirements;
 ·significant
        changes in tax rates
        and reporting requirements;
 ·the loss of revenues,
        property and equipment from expropriation, nationalization, war, insurrection,
        terrorism and other political risks;
 
 Fluctuations
        in currency exchange rates.
 
 To
        the
        extent significant currency fluctuations occur in Euro/Dollar currencies,
        our
        revenues and profits would be affected. Currently, we do not hedge our exposure
        to foreign currency fluctuations.
 
 **General
        economic uncertainty may reduce spending for B2B Business
        marketing.**
 
 The
        revenue growth and profitability of the B2B Business, which is the current
        primary business of Technoprises since January 2005, depends significantly
        on
        the overall demand for business-to-business services marketing and selling
        in
        area of connect computing market and media online marketplace services. The
        markets for these services are subject to the potentially negative impact
        of a
        number of factors, including reductions in marketing expenditures by suppliers
        and the overall weakening of global economies. These factors may give rise
        to a
        number of market trends that adversely affect our business and
        revenues.
 
 **Issuance
        of additional shares will further dilute the interest of
        shareholders.**
  Since
        the
        recapitalization in February 2004, Technoprises issued a significant number
        of
        its ordinary shares to investors in order to fund operations and acquisitions.
        Technoprises also issued significant amount of shares to service providers.
        Technoprises may attempt to satisfy many of its outstanding obligations through
        the issuance of additional shares. Issuances of these shares will have a
        substantial dilutive effect on shareholders.
 
 **Technoprises
        may have breached its obligation to purchase directors’ and officers’ liability
        insurance for the former directors of BVR Technologies pursuant to the Share
        Purchase Agreement under which it acquired Technocross, which may result
        in
        litigation against Technoprises and its shareholders for the cost of such
        insurance and/or indemnification.**
 
 Pursuant
        to the Share Purchase Agreement under which Technoprises acquired Technocross,
        it agreed to purchase, effective as of the closing date, directors’ and
        officers’ liability insurance covering all persons who were officers and/or
        directors of BVR since October 1, 1998. The Company agreed to carry such
        insurance for so long as any such person may be subject to a claim by virtue
        of
        being an officer or director of BVR Technologies, which under Israeli law
        is
        seven years. Technoprises has not purchased such D&O insurance. The
        provisions of the Share Purchase Agreement regarding the D&O insurance is
        enforceable against Technoprises and our shareholders. The cost of such a
        suit
        to enforce the D&O insurance provision of the Technocross Share Purchase
        Agreement could be significant barrier to the resumption of Technoprises
        business or its reorganization.
 
 10
 **Technoprises’
        independent auditors have noted material weaknesses with respect to its internal
        controls over financial reporting and given its limited financial resources,
        it
        is unable to take remedial action and, accordingly, there is a possibility
        that
        Technoprises may not be able to file in the future accurate reports with
        the SEC
        which could result in the delisting of Technoprises from the OTCBB thereby
        limiting Technoprises’ ability to obtain future financing.**
 
 In
        connection with the audit of Technoprises financial statements for the year
        ended December 31, 2004, Ziv Haft, Certified Public Accountants (Isr) BDO
        Member
        Firm, our independent registered public accounting firm (“Ziv”) noted that there
        were material weaknesses in its controls over financial reporting under
        standards established by the Public Accounting Oversight Board regarding
        several
        issues. The issues raised by Ziv relates to the following: (i) the fact that
        it
        did not have an internal controller (or an individual filling that role)
        on a
        permanent basis, (ii) the high turn-over rate of its internal accounting
        staff
        over the past 12 months, (iii) the lack of segregation of duties and (iv)
        the
        unnecessarily complex nature of its business structure.
 
 Technoprises
          is unable to take any remedial action. If Technoprises is unable to accurately
          report its future financial reports, there is a possibility that it may
          be
          unable to file required reports in the future and, as a result, it may
          be
          delisted from the OTCBB.
 
 **Failure
        to maintain effective internal controls in accordance with section 404 of
        the
        sarbanes-oxley act of 2002 could have a material adverse effect on the prospects
        of resuming business operations.**
 
 Beginning
        in fiscal 2006, Technoprises will be required to perform an annual evaluation
        and testing of its
        internal controls over financial reporting to allow management and its independent
        registered public accounting firm to report on the effectiveness of those
        internal controls, as required by Section 404 of the Sarbanes-Oxley Act of 2002
        and
        the rules adopted by the SEC. Technoprises’ testing, or the subsequent testing
        by its
        independent registered public accounting firm, may reveal deficiencies in its
        internal controls over financial reporting that are deemed to be material weaknesses.
        Technoprises compliance with Section 404 will require that it incur substantial
        accounting expense and expend significant management efforts. If is not able
        to
        comply with the requirements of Section 404 in a timely manner, or
        if it
        or its independent registered public accounting firm identifies deficiencies
        in internal controls over financial reporting that are deemed to
        be
        material weaknesses, the market price of Technoprises ordinary shares could
        further decline, and
        it
        could be subject to sanctions or investigations by the SEC or other regulatory
        authorities, which would require additional financial and management resources.
 
 11
 **Risks
        Related to Operations in Israel**
  **Technoprises
        is headquartered in Israel and therefore its results of operations may be
        adversely affected by political, economic and military instability in
        Israel.**
  Technoprises'
        principal offices were located in Israel and in any successful reorganization
        of
        Technoprises will likely result in its principal offices continuing to be
        in
        Israel. Therefore, political, economic and military conditions in Israel
        directly affect Technoprises and are expected to continue doing so. Since
        the
        establishment of the State of Israel in 1948, a number of armed conflicts
        have
        taken place between Israel and its Arab neighbors. Since September 2000,
        there
        has been a marked increase in hostilities between Israel and the Palestinians.
        No prediction can be made as to the effect on Technoprises of any increase
        in
        the degree of violence by the Palestinians against Israel or the effect of
        military action elsewhere in the Middle East. The future of peace efforts
        between Israel and its Arab neighbors remains uncertain. Any future armed
        conflicts or political instability in the region would likely negatively
        affect
        business conditions and adversely affect Technoprises results of operations.
        Furthermore, several countries continue to restrict or ban business with
        Israel
        and Israeli companies. These restrictive laws and policies may seriously
        limit
        Technoprises ability to make sales in those countries.
 
 **It
        may be difficult to enforce a U.S. judgment against
        Technoprises.**
  Because
        substantially all of Technoprises assets are located outside the U.S., a
        judgment obtained in the U.S. against Technoprises may not be collectible
        within
        the U.S.
  In
        addition, there is doubt as to the enforceability of civil liabilities under
        the
        Securities Act and the Securities Exchange Act in original actions instituted
        in
        Israel. See "Enforceability of Civil Liabilities" for additional information
        about the difficulty in enforcing a judgment under U.S. securities laws in
        Israel.
  **Provisions
        of Israeli law may delay, prevent or make difficult an acquisition of
        Technoprises, which could prevent a change of control and therefore depress
        the
        price of Technoprises shares.**
  Provisions
        of Israeli corporate and tax law may have the effect of delaying, preventing
        or
        making more difficult a merger with, or other acquisition of, us. This could
        cause Technoprises’ ordinary shares to trade at prices below the price for which
        third parties might be willing to pay to gain control of the company. Third
        parties who are otherwise willing to pay a premium over prevailing market
        prices
        to gain control of Technoprises may be unable or unwilling to do so because
        of
        these provisions of Israeli law. These provisions may limit the price that
        investors may be willing to pay in the future for Technoprises’ ordinary shares.
  **Your
        rights and responsibilities as a shareholder will be governed by Israeli
        law and
        differ in some respects from the rights and responsibilities of shareholders
        under U.S. law.**
  Technoprises
        is incorporated under Israeli law. The rights and responsibilities of holders
        of
        Technoprises’ ordinary shares are governed by our memorandum of association, the
        articles of association and by Israeli law. These rights and responsibilities
        differ in some respects from the rights and responsibilities of shareholders
        in
        typical U.S. corporations. In particular, a shareholder of an Israeli company
        has a duty to act in good faith toward the company and other shareholders
        and to
        refrain from abusing his power in the company, including, among other things,
        in
        voting at the general meeting of shareholders on certain matters. Israeli
        law
        provides that these duties are applicable in shareholder votes on, among
        other
        things, amendments to a company’s articles of association, increases in a
        company’s authorized share capital, mergers and interested party transactions
        requiring shareholder approval. In addition, a shareholder who knows that
        it
        possesses the power to determine the outcome of a shareholder vote or to
        appoint
        or prevent the appointment of a director or executive officer in the company
        has
        a duty of fairness toward the company. However, Israeli law does not define
        the
        substance of this duty of fairness. Because Israeli corporate law has undergone
        extensive revision in recent years, there is little case law available to
        assist
        in understanding the implications of these provisions that govern shareholder
        behavior.
  12
 **Risks
        Relating to Technoprises’ Capital Structure**
  **If
        the market price of the ordinary shares continues to be highly volatile,
        the
        value of an investment in our ordinary shares may decline.**
  The
        market price of Technoprises ordinary shares has been and may continue to
        be
        highly volatile. The stock market has from time to time experienced extreme
        price and volume fluctuations, which have particularly affected the market
        prices for emerging companies, and which have often been unrelated to their
        operating performance. These broad market fluctuations may adversely affect
        the
        market price of the ordinary shares. In addition, sales of substantial amounts
        of Technoprises’ ordinary shares in the public market could lower the market
        price of these shares.
  **Technoprises
        ordinary shares have a very low trading volume on the over-the-counter market
        that will make it difficult** **investors
        to sell shares in large amounts quickly and without significant price
        discount.**
 
 Technoprises
        ordinary shares trade on the over-the-counter bulletin board. Very often,
        none
        of these ordinary shares will trade. Consequently, because of such a low
        trading
        volume, investors who own these ordinary shares in amounts grater than our
        daily
        average volume may find it difficult to liquidate his or her position quickly
        and without a significant price discount, and such investors would lose a
        significant portion of their investment because of such low trading
        volume.
 
 **Substantial
        future sales of Technoprises ordinary shares may depress their market
        price.**
  If
        our
        shareholders sell substantial amounts of Technoprises ordinary shares in
        to the
        market, the market price of these shares may fall. As of August 12, 2005
        there
        were 191,182,573 of ordinary shares issued and outstanding, a relatively
        large
        number compared to the trading volume of Technoprises ordinary shares. The
        overwhelming majority of these shares are currently eligible for sale under
        Rule
        144. Therefore, any attempt by Technoprises’ shareholders to sell a significant
        amount of shares, including those registered pursuant to this registration
        statement, might result in a further decline in Technoprises share
        price.
  **A
        limited number of Technoprises shareholders are in a position to significantly
        influence matters requiring a shareholder vote. This may adversely affect
        the
        market price of the ordinary shares.**
  Apros
        and
        Chay MB Ltd. controls approximately 25% of the outstanding ordinary shares,
        BPI
        Inc. controls approximately 18% of our outstanding ordinary shares and Avigdor
        Olshansky controls approximately 6% of our outstanding ordinary shares. There
        is
        a written agreement between Apros & Chay MB Ltd. and Avigdor Olshansky to
        vote their shares together on matters presented for a vote by the
        shareholders.
  If
        these
        shareholders vote their shares together, they will have sufficient voting
        power
        to significantly influence outcome of any vote to:
  ·
              elect
                  all of our directors;
  ·
              control
                  our management; and
  ·
              approve
                  or reject any merger, consolidation or sale of substantially all
                  of our
                  assets
  13
 As
        a
        result, Avigdor Olshansky together with Apros &Chay MB, Ltd. and/or BPI can
        exert significant influence over decisions affecting Technoprises while this
        agreement is in effect. This concentration of ownership of the ordinary shares
        could delay or prevent mergers, tender offers or other purchases of our ordinary
        shares. Therefore, this concentration of ownership may adversely affect the
        share price of Technoprises’ stock.
 
 **Technoprises
        ordinary shares have a very low trading volume on the over-the-counter market
        that will make it difficult** **investors
        to sell shares in large amounts quickly and without significant price
        discount.**
 
 The
        ordinary shares trade on the over-the-counter bulletin board with relatively
        low
        daily average trading volume. Very often, none of these shares will trade.
        Consequently, because of such a low trading volume, investors who own our
        ordinary shares in amounts grater than the daily average volume may find
        it
        difficult to liquidate his or her position quickly and without a significant
        price discount, and such investors would lose a significant portion of their
        investment because of such low trading volume.
 
 **Technoprises
        did not provide certain required audited financial statements in its annual
        reports on Form 20-F for the years ended December 31, 2003 and 2002. These
        deficiencies could limit its ability to raise capital, to register shares
        and
        could impact the trading of its securities.**
 
 BrightCom
        Technologies Ltd. was a significant equity investment of Technoprises
        predecessor, BVR Technologies, for the years ended December 31, 2002 and
        2001.
        As such, under Rule 3-09 of Regulation S-X, Technoprises was required to
        provide
        separate audited financial statements of BrightCom Technologies Ltd. as of
        and
        for the years ended December 31, 2002 and 2001. The financial statements
        of
        BrightCom Technologies Ltd. included in the annual reports on Form 20-F for
        the
        years ended December 31, 2003 and 2002 are unaudited. In 2003, BrightCom
        ceased
        its operations, it does not have active management in place and Technoprises
        could not obtain access to relevant materials, facts and details or obtain
        required explanations regarding certain issues that were unclear in order
        to
        complete an audit. Therefore, Technoprises could not obtain an audit of
        BrightCom’s financial statements for the years ended December 31, 2002 and 2001.
        As a result, Technoprises annual reports on Form 20-F for the years ended
        December 31, 2003 and 2002 are considered deficient. This deficiency could
        result in Technoprises inability to register shares held by existing
        shareholders and to raise additional capital. It also could impact the ability
        of its shares to continue to trade on the Over The Counter Bulletin Board
        market.
  **Technoprises
        shares are subject to the "penny stock" rules of the SEC and the trading
        market
        in its securities is limited, which makes transactions in such stock cumbersome
        and may reduce the value of an investment in Technoprises shares.**
 
 The
        Securities and Exchange Commission has adopted Rule 15g-9 which establishes
        the
        definition of a "penny stock," for the purposes relevant to us, as any equity
        security that has a market price of less than $5.00 per share or with an
        exercise price of less than $5.00 per share, subject to certain exceptions.
        For
        any transaction involving a penny stock, unless exempt, the rules require:
  ·
              that
                  a broker or dealer approve a person's account for transactions
                  in penny
                  stocks; and
 ·
                  the
                      broker or dealer receive from the investor a written agreement
                      to the
                      transaction, setting forth the identity and quantity of the
                      penny stock to
                      be purchased.
 
 14
 In
        order
        to approve a person's account for transactions in penny stocks, the broker
        or
        dealer must:
 
 ·
                obtain
                    financial information and investment experience objectives of
                    the person;
                    and
 ·
                  make
                      a reasonable determination that the transactions in penny stocks
                      are
                      suitable for that person and the person has sufficient knowledge
                      and
                      experience in financial matters to be capable of evaluating
                      the risks of
                      transactions in penny stocks.
 
 The
        broker or dealer must also deliver, prior to any transaction in a penny stock,
        a
        disclosure schedule prescribed by the Commission relating to the penny stock
        market, which, in highlight form:
 
 ·
                sets
                    forth the basis on which the broker or dealer made the suitability
                    determination; and
 
 ·
              that
                  the broker or dealer received a signed, written agreement from
                  the
                  investor prior to the transaction.
 
 Generally,
        brokers may be less willing to execute transactions in securities subject
        to the
        "penny stock" rules. This may make it more difficult for investors to dispose
        of
        our common stock and cause a decline in the market value of our stock.
 
 Disclosure
        also has to be made about the risks of investing in penny stocks in both
        public
        offerings and in secondary trading and about the commissions payable to both
        the
        broker-dealer and the registered representative, current quotations for the
        securities and the rights and remedies available to an investor in cases
        of
        fraud in penny stock transactions. Finally, monthly statements have to be
        sent
        disclosing recent price information for the penny stock held in the account
        and
        information on the limited market in penny stocks.
  You
        should be aware that, according to the SEC, the market for penny stocks has
        suffered in recent years from patterns of fraud and abuse. Such patterns
        include:
 
 ·
              control
                  of the market for the security by one or a few
                  broker-dealers;
  ·
              "boiler
                  room" practices involving high-pressure sales
                  tactics;
  ·
              manipulation
                  of prices through prearranged matching of purchases and
                  sales;
  ·
              the
                  release of misleading
                  information;
  ·
              excessive
                  and undisclosed bid-ask differentials and markups by selling
                  broker-dealers; and
  ·
              dumping
                  of securities by broker-dealers after prices have been manipulated
                  to a
                  desired level, which hurts the price of the stock and causes investors
                  to
                  suffer loss.
  **Item
        4. Information on the Company**
 
 **A.
        HISTORY AND DEVELOPMENT OF THE COMPANY**
 
 Technoprises
        was incorporated under the laws of the State of Israel in October 1986 under
        the
        name of "BVR Technologies Ltd." ("BVR"). Beginning with its inception in
        1986,
        BVR was engaged in the development, manufacture and marketing of advanced
        training and computer-based simulation systems for military applications.
        In
        1998, BVR completed a spin-off of its defense-related activities and became
        a
        management company with commercial portfolio companies. BVR made five
        investments in high-technology companies and divested these investments between
        2001 and 2003 through the distribution of assets and cash dividends to its
        shareholders and sales of assets to third parties.
 
 15
 In
        December 2003, BVR entered into a Share Purchase Agreement with the shareholders
        of TechnoCross Ltd., a closely held company, pursuant to which BVR completed
        the
        purchase in February 2004 all of the issued and outstanding share capital
        of
        TechnoCross. In consideration of such acquisition, BVR issued to the
        shareholders of TechnoCross a total of 88,539,309 ordinary shares of BVR,
        par
        value NIS 0.01 per share, which at the time constituted 90% of BVR’s issued and
        outstanding capital stock. The transaction was accounted for as a
        recapitalization of TechnoCross.
 
 TechnoCross
        was formed as an Israeli private company in January 2004. At the time of
        the
        transaction, Technocross owned 100% of the outstanding share capital of
        Telematic-Cross Media Ltd. (“TCM”), which was established on June 17, 2003 and
        had no operations since establishment, except as described below under the
        caption "Overview of Business Operations---Content Delivery Business". Prior
        to
        the acquisition, BVR was a non-operating public shell company with no
        significant assets and liabilities.
 
 In
        April
        2004, the Company's name was changed by the Israeli companies registrar to
        "Technoprises, Ltd."
 
 **The
        Transaction Between BVR and TechnoCross.**
 
 In
        connection with the consummation of the recapitalization described above,
        the
        shares that were issued by BVR issued were distributed as follows:
 
 ·48,500,000
        ordinary shares were
        issued to Apros & Chay MB, Ltd.;
 
 ·8,780,264
        ordinary shares were
        issued to Avigdor Olshansky.;
 
 ·
              ordinary
                  shares that were otherwise issuable in consideration for all of
                  the shares
                  of TechnoCross were instead issued by BVR, as follows:
 1.
                7,500,000
                    ordinary shares were issued in a private placement to four investors
                    at a
                    purchase price of $0.09
                  per
                    share.2.
                2,250,000
                    ordinary shares were issued to Comverse Ltd; and3.
                21,509,045
                    ordinary shares were issued to certain other people and entities
                    who have
                    contributed technologies,
                  know-how
                    or services to TechnoCross or its subsidiaries.
 
 
 **B.
        CURRENT BUSINESS OVERVIEW**
 
 **General**
 
 Technoprises
        operates in the telecommunications field., which it has been engaged in since
        only February 2004. Until the appointment of the Receiver in July 2005,
        Technoprises was primarily engaged in the marketing and distribution of computer
        related products and services worldwide that enable resellers and integrators
        to
        build their information-technology and Internet infrastructures. Technoprises
        distributes a broad range of computer hardware from leading computer equipment
        and software companies to resellers and systems integrators worldwide for
        inclusion in their product offerings (" B2B
        Business ").
        These
        include enterprise systems (servers, storage, workstations, and networking
        products), client systems (notebook and desktop computer systems), printing
        and
        imaging systems, software and peripherals, and global services.
 
 16
 Technoprises
        based in Tel-Aviv, Israel.
 
 Since
        its
        inception (and recapitalization in February 2004), Technoprises has also
        been
        engaged in the following areas: the design of software for management of
        digital
        content and media, facilitating the capture of media content and its storage,
        retrieval and distribution independently of the devices used for the process
        and
        the design of cable modem termination systems. Each of these businesses is
        conducted through separate subsidiaries.
 
 **Appointment
        of a Receiver**
 
 On
        July
        26, 2005, the District Court in Tel Aviv granted a motion for the appointment
        of
        a permanent receiver for Technoprises. The motion to appoint a permanent
        receiver was made by and certain other holders of Technoprises 5% secured
        convertible debentures issued as of June 30, 2004 that came due on June 30,
        2005
        (the "2004 Debentures"). The court appointed Mr. Mr. Adi Braunstein, an Israel
        based attorney, as the receiver of Technoprises for the purpose of enforcing
        the
        terms of the 2004 Debentures. The legal proceedings that culminated in the
        appointment of Mr. Braunstein as the permanent receiver commenced in March
        2005
        when certain of these debenture holders, filed a motion with the District
        Court
        in Tel Aviv, Israel, for the liquidation of our company and for the appointment
        of a temporary court appointed liquidator. These proceedings are discussed
        at
        length in Item 8 (Legal Proceedings). There is also currently pending before
        the
        District Court in Tel Aviv a separate motion by the 2004 Debenture Holders
        to
        appoint a permanent liquidator for Technoprises. The District Court has set
        a
        hearing date of December 22, 2005 to consider this motion.
 
 By
        their
        terms, the principal amount and accrued interest on the 2004 Debentures became
        due and payable on June 30, 2005. Technhoprises has not paid the principal
        and
        accrued interest of approximately $735,000 (as of June 30, 2005) on these
        debentures. In addition, the Company owes to the holders of the 2004 Debentures
        penalties in the aggregate amount of $87,000 as of June 30, 2005 in respect
        of
        the delay in filing and effectiveness of a registration statement that it
        filed
        in October 2004 that has not been declared effective. Technoprises granted
        a
        first priority lien to the holders of the 2004 Debentures on all of its current
        and future assets (including, without limitation, our intellectual property)
        with respect to the principal, accrued interest and penalties. As the principal,
        interest and penalties have not been paid, the 2004 Debenture are entitled
        to
        foreclose on and liquidate the assets of Technoprises in order to satisfy
        these
        obligations. In addition, certain of the 2004 Debentures loaned to Technoprises
        in each of December 2004 and in January 2005 the principal amount of $75,000
        which, together with the accrued interest (at a per annum rate of 12.5%),
        stands
        at $161,000 at June 30, 2005. These amounts are not covered by the above
        referenced lien.
 
 The
        principal task of the Receiver is to enforce the terms of the 2004 Debentures.
 
 **Status
        of Technoprises**
 
 Except
        for the B2B Business discussed below, since the commencement in March 2005
        of
        the legal proceedings that culminated in the appointment of the Receiver,
        Technoprises has substantially discontinued the operations that it
        conducted since the recapitalization in February 2004. Except for the B2B
        Business, Technoprises currently does not conduct any significant operations.
        In
        order to resume significant operations as presently constituted, Technoprises
        will need to raise additional significant amount of capital. We are subject
        to
        significant business risks.
 
 17
 Certain
        of the 2004 Debentures have advanced funds to Technoprises since the appointment
        of the Receiver for the limited purpose of enabling Technoprises to file
        this
        annual report on Form 20-F and to conduct other activities that are intended
        to
        enable Technoprises to maintain its formal corporate existence. The Receiver
        is
        investigating possible options with respect to the business of Technoprises,
        including resuming the operations of the business of Technoprises or
        reorganizing the business operations. Any decision that will eventually be
        taken
        by the Receiver is subject to the approval of the District Court. In addition,
        if the District Court grants the pending motion to appoint a permanent
        liquidator for Technoprises, then it is likely that this development will
        result
        in the liquidation of the company for the purpose of satisfying all outstanding
        debts. The foregoing developments will continue to have a material adverse
        effect on the prospects of Technoprises for resuming its operations and may
        result in the liquidation of the company. See “Risk Factors”.
 
 **Telecommunications
          Industry**
 
 In
        the
        traditional-PC market, companies’ products have largely become commoditized,
        with constant downward price pressure (and narrowing profit margins) being
        the
        result. However, there remain markets for innovative new products, like tablet
        PCs and ultra-minimal desktops that are not yet fully commoditized.
 
 After
        the
        tech bust of the early 2000s, the demand for computers of all flavors, from
        servers to PCs, evaporated as companies around the world found themselves
        with
        too much computer hardware on their hands and cash-strapped consumers became
        reluctant to buy or upgrade PCs. However, home users turned the tide in 2003-04,
        buying powerful new machines to handle photo, video, and other demanding
        applications.
 
 *Industry
        Trends*
 
 Outsourcing
 
 In
        the
        hardware world, an increasing number of manufacturers are outsourcing product
        and component development and manufacturing overseas. Some companies are
        only
        doing top-level design in the United States, leaving production and more
        basic
        design tasks to cheaper labor in the Philippines, China, and elsewhere.
        Increasingly, the task of Technoprises companies is to be expert in marketing
        and distribution while simply outsourcing manufacturing and portions of the
        design work—the logical extreme of this trend is IBM’s 2004 sale of its PC
        division to Lenovo of China.
 
 PCs
        (Desktop and Laptop)
 
 The
        PC
        market is perhaps the most visible segment of the high-tech hardware market,
        with
 computers
        becoming more and more common at work, home, labs, and school. Established
        players here include Dell, Hewlett-Packard, and Apple, which make desktop
        and
        portable computers, many of which are powerful enough to replace high-end
        specialized workstations and to use for 3-D rendering, molecular modeling,
        computer-aided design (CAD), and video editing. Portable computers represent
        a
        growing overall share of the personal computer market.
 
 Peripherals
 
 A
        peripheral is usually understood to be an external product added to a computer,
        such as a new mouse, speakers, or memory stick (think manufacturers like
        Kensington, Logitech, and KeyTronic), all the way up to monitors, scanners,
        and
        printers. However, a peripheral can also be something added into a computer,
        such as a 3-D video card or an internal modem.
 
 18
 Servers
 
 There
        are
        many types of servers—those big boxes that, among other things, are the glue
        that holds the Internet together. In addition to Web servers, which pass
        back
        and forth all of the HTML and image files that end up on your screen, there
        are
        local area network (LAN) servers, wide area network (WAN) servers, file servers,
        mail servers, database servers, and more. Every time two computers (termed
        "clients" in this context) connect over a network, a server is
        involved.
 
 Communications
 
 Telecommunications
        is a mammoth industry, comprising companies that make hardware, produce
        software, and provide services. Hardware includes a vast range of products
        that
        enable communication across the entire planet, from video broadcasting
        satellites to telephone handsets to fiber-optic transmission cables. Services
        include running the switches that control the phone system, making access
        to the
        Internet available, and configuring private networks by which international
        corporations conduct business. Software makes it all work, from sending and
        receiving e-mail to relaying satellite data to controlling telephone switching
        equipment to reducing background noise on your cell phone call.
 
 *Trends*
 
 Wireless
        Trends
 
 The
        wireless sector should continue to grow in 2005. The launch of dozens of
        3G
        networks will lead to faster speeds, facilitating quicker downloads and improved
        service. Chat and instant messaging will continue to grow as well, and
        segmentation strategies will become more important and sophisticated as the
        mobile market becomes saturated. And technologies will continue to converge
        in
        your cellphone, with cameras, music players, e-mail, and video access, and
        even
        TV receivers all available now or soon.
 
 PSTN,
        VoIP, and Broadband
 
 PSTN
        refers to Public Switched Telephone Networks, and in 2005 most calls are
        expected to originate and terminate here—though PSTN operators will reduce
        prices thanks to competition from low-cost providers, particularly those
        offering VoIP. VoIP, or Voice over Internet Protocol, makes it possible to
        send
        phone calls as "data packets" across networks, meaning phone calls no longer
        have to travel through local phone company wirelines. Quality, consistency,
        and
        reliability of VoIP don't equal PSTN networks—yet. Meanwhile, broadband
        continues to penetrate markets and is expected to outnumber dial-up connections
        in many countries, bringing a range of new broadband appliances to market,
        including home security devices and videophones.
 
 **Overview
        of Technoprises Business Operations**
 
 **Business
        to Business (B2B Business)**
 
 Until
        the
        appointment of the Receiver in July 2005, Technoprises' primary focus during
        2005 has been on the B2B Business described below.
 
 The
        B2B
        Business is conducted through TegraSoft Ltd. ("Tegrasoft"), an Israeli company
        that was established in January 2005 and of which Technoprises holds 75%
        of the
        issued and outstanding capital. The remaining 25% of the equity capital of
        TegraSoft is held by Mr. Avraham Gur ("Gur"). Tegrasoft is a global services
        company for the hardware and software computer market and is focused on the
        sales and marketing of hardware and software products of leading computer
        hardware companies such as Hewlett-Packard, IBM, DELL, Intel, Brother, Oki,
        Canon, Epson, Sharp, 3Com, Panasonic and Cisco. Tegrasoft offers a broad
        range
        of enterprise systems (servers, storage, workstations, and networking products),
        client systems (notebook and desktop computer systems), printing and imaging
        systems, software and peripherals, and global services. Through Tegrasoft,
        Technoprises focused on delivering the best possible Computer Services,
        Communication equipment, Software and programming by selling products and
        services from industry leaders to resellers and integrators. As of June 30,
        2005, Technoprises had over 80 points of sale worldwide.
 
 19
 In
        January 2005, Technoprises entered into an agreement with TDC Computer Suppliers
        Ltd. ("TDC"), a company in which Gur is a controlling shareholder, pursuant
        to
        which Technoprises provided to TDC marketing and development services in
        consideration of the payment to it of $300,000, payable on a monthly basis
        beginning February 2005 and continuing through July 15, 2005. Technoprises
        and
        TDC have agreed at such time that the 25% of the equity capital of Tegrasoft
        is
        to be remitted to Mr. Avrahm Gur if there is generated approximately 60 million
        New Israeli Shekels (NIS) in revenues in 2005. In addition, Technoprises
        agreed
        that TDC will be entitled, within 36 months of the date of these agreements,
        to
        convert its shareholdings of Tegrasoft into shares of Technoprises at an
        agreed
        upon valuation based on the per share market price of the stock during the
        three
        months preceding the date of conversion.
 
 In
        connection with the commencement of the B2B Business operations, on January
        18,
        2005, Technoprises and BPI Inc., a Florida based company engaged in the business
        of deploying management hardware and software systems ("BPI"), entered into
        an
        Advisory Services Agreement (the "BPI Services Agreement") pursuant to which
        BPI
        is providing marketing services with respect to the B2B Business. The agreement
        has an initial term of 12 months and is renewable for an additional 12 month
        period unless either party notifies the other prior to the scheduled termination
        of such party's election to not renew the agreement. Under the BPI Services
        Agreement, Technoprises agrees to issue to BPI (i) 4,166,000 ordinary shares
        in
        revenues generated in an approximate amount of 6.6 million NIS, for up to
        a
        maximum of 25 million shares, (ii) 5,000,000 million shares in respect of
        additional revenue generation in an approximate amount of 60 million NIS.
        As of
        June 30, 2005, Technoprises has issued to BPI 34,000,000 ordinary shares
        in
        respect of the services that they have rendered under the BPI Services
        Agreement. In addition, Technoprises has also granted to BPI limited co-sale
        rights with respect to 25% of their share holdings in any future sales of
        our
        securities for cash, up to a maximum amount of 15% of such raise.
 
 In
        February 2005, Technoprises entered into a supplemental agreement with BPI
        pursuant to which they undertook to assist the company in opening 120 points
        of
        sale on a worldwide global basis ("BPI Supplemental Agreement"). Under the
        BPI
        Supplemental Agreement, BPI is entitled to 9 million shares upon the entry
        into
        a supplementary agreements relating to the opening of points of sale worldwide
        and an additional 9 million shares upon the opening of the first 60 points
        of
        sale. As of June 30, 2005, Technoprises has issued to BPI ordinary shares
        in
        respect of services rendered under the BPI Services Agreement. As of June
        30,
        2005, approximately 80 points of sale worldwide were being serviced, including
        the United States, France, the Netherlands, England, Sweden, Belgium, Denmark,
        Germany and Switzerland.
 
 **Content
        Delivery Business**
 
 Our
        content delivery business is conducted through a wholly owned subsidiary,
        TelemAtik Cross-Media Ltd. ("TCM").  TCM was formed to integrate and
        merge
        several technologies, previously developed or conceived by members of its
        founding team, in order to provide a joint platform in the content area,
        for
        managing and delivering different sorts of content for business, leisure
        and
        entertainment, distributing it in the accurate format to the right end user
        on
        different devices. TCM develops software for management of digital content
        and
        media. This software is intended to enable the capturing of media content,
        storage, retrieval and distribution independently of the devices used for
        the
        process.
 
 20
 TCM's
        software is currently in its conceptual stages.
 
 TCM
        uses
        the "Watchow desktop” as its graphical user interface. "Watchow desktop” is a
        graphical user interface developed by Unicorp Ltd. ("Unicorp"), an Israeli
        private company that is wholly owned by Prosper Abitbol, Technoprises' former
        Chief Executive Officer and sole director until his resignation on July 12,
        2005
        from all positions held with our company. Watchow desktop is intended for
        Internet Protocol and TV portals that intend to offer a comprehensive branded
        network of properties and services to consumers and businesses worldwide.
        Watchow expects to offer multi-devices access, personal video recording on
        line,
        household and business cross-media user access, reaching audience worldwide.
        Through this platform, users will have access to the various means of rich
        media
        that will be distributed directly to their devices.
  Prior
        to
        the Acquisition, in February 2004 Technocross signed an agreement with Unicorp
        Ltd. ("Unicorp") which is the sole owner of the Watchow Portal and with Cat4view
        Ltd. ("Cat4view") which provides maintenance and operation services for the
        desktop, pursuant to which Unicorp granted to Technocross the sole and
        exclusive, irrevocable and perpetual worldwide license to use the Watchow
        desktop in any manner. As consideration for the license we are required to
        pay
        Unicorp and Cat4view 5% of the gross revenues generated from the use of the
        portal up to a maximum amount of royalties equal to $2,500,000. At any time
        prior to August 18, 2004, Unicorp and Cat4view had the right to elect to
        exchange the rights to receive royalties for an aggregate of 20% of the shares
        of TCM. On July 25, 2004, Unicorp and Cat4view exercised their right under
        the
        license. Subsequently, Unicorp and Cat4view agreed to receive our ordinary
        shares having a fair market value of 20% of the capital stock of TCM. In
        November 2004, Technoprises issued to Unicorp 18,372,027 ordinary
        shares
        and to Cat4view 3,242,122 ordinary shares.
  TCM
        intends to utilize the Emotional Marketing Model that enables the
        characterization of a person according to several pre-determined emotional
        categories on the basis of the person’s emotional structure. This is achieved
        using voice recognition techniques or a questionnaire that is completed by
        the
        person. The model enables its user to anticipate certain preferences of the
        person and give the opportunity to distribute to him/her media content that
        can
        be expected to fit his/her character and preferences. By applying this
        technology to a content gathering and distribution system TCM expects to
        develop
        a system that will match content from various content distributors to the
        end-user, based on the end-user’s emotional preferences. This can also be used
        as a marketing and advertising tool that will allow advertisers to enhance
        the
        effectiveness of their marketing activities by targeting end-users who are
        more
        likely to be more susceptible to such advertising.
 
 TCM
        has
        been granted by the developers of the Emotional Marketing Model an exclusive
        license to use the Emotional Marketing Model for various media platforms
        while
        matching to consumer profiles on the basis of the Emotional Marketing
        technology. Dr. Levanon and Dr. Lan Lossos developed the Emotional Marketing
        Model and they have filed a patent application in the United States in
        connection with the Emotional Marketing Model. Dr. Levanon and Dr. Lossos
        have
        also granted TCM an exclusive license.
 
 Dr.
        Levanon is a senior Marketing lecturer at the Bar Ilan University located
        outside of Tel Aviv, Israel, as well as the Academic College in Netanya,
        which
        is located between Haifa and Tel-Aviv . Dr. Levanon is considered to be one
        of
        the leading researchers in Israel today. Dr.Levanon received a D.Sc from
        the
        Technion in Haifa, a M.Sc in theoretical physics and a B.Sc in physics,
        mathematics and statistics. He was the in charge of developing various military
        technologies, was the head of the science group in Eisenberg's team and lead
        one
        of the major local programming companies. In the last 15 years Dr. Levanon
        practices his performance researches in marketing both as a lecturer and
        as the
        owner of a leading counseling company. As a consultant, Dr. Levanon works
        with
        leading local and international companies (hi-tech, commerce, banking,
        insurance, services etc.)
 
 21
 Dr.
        Lan
        Lossos has a PhD in Neuropsychology from the Hebrew University in Jerusalem.
        He
        is a lecturer at the Hebrew University as well as a leading marketing and
        creative consultant. Dr. Lossos specializes in the neuropsychological sphere
        of
        marketing and works with various advertising, PR and marketing companies.
 
 Technoprises
        does not conduct any significant operations in this business. The resumption
        of
        significant operations in this are is subject to many risks, including the
        decision by the Receiver as to the future course of the company (subject
        to the
        approval of the District Court). See “Risk Factors”
 
 *iTVGate
        Platform* Business
 
 TVGate,
        was formed in 2000 by Comverse Technology, Ltd. ("Comverse") to offer cable
        TV
        and direct broadcasting satellite operators an opportunity to expand the
        horizons of the television with a broad array of interactive enhanced services
        built around a concept whereby the TV is transformed into a TV Home
        Communications Center. The merging of interactive services and television,
        will
        enable subscribers to interact in new ways with their favorite entertainment
        outlets.  Prior
        to
        the recapitalization, TCM, TechnoCross' wholly owned subsidiary, had entered
        into an agreement with Comverse to purchase certain technologies relating
        to
        iTVGate for $1.2 million, which agreement was consummated contemporaneously
        with
        the recapitalization. At the time of the purchase, the iTVGate technology
        had
        not reached technological feasibility.
 
 In
        light
        of the increasing industry trend of using internet protocol as cable operators,
        phone companies and satellite increasingly do, in November 2004, TCM decided
        to
        significantly scale back its development program based on iTVGate platform
        for
        traditional broadcast standard and to focus on development based on internet
        protocol for interactive TV, Web and Mobile.
 
 All
        of
        the software and related source codes and hardware that were purchased in
        connection with the iTVGate technology was returned to Comverse in
        2005.
 
 **Cable
        Modem Termination Systems Business**
 
 *Overview*
 
 The
        cable
        modem termination business was conducted through our wholly owned subsidiary,
        EVR Entertainment Ltd. ("EVR"). EVR commenced commercial operations in early
        2004 in the broadband access systems market. BVR Technologies held all of
        the
        outstanding capital stock of EVR Entertainment Ltd. prior to BVR Technologies’
        acquisition of Technocross. Following the acquisition, Technoprises hold
        all of
        the outstanding capital stock of EVR.
 
 EVR
        provided a broadband over cable technology for the small and mid size cable
        operators markets. The existing sales channels are via a network of
        distributors, value-added resellers and Internet service providers in more
        than
        30 countries. EVR's technology efforts are directed towards the development
        and
        application of new products in the broadband market, as well as the enhancement
        of its existing broadband over cable products,. EVR's core technology and
        expertise covers Data Over Cable (DOCSIS), Voice over IP (VoIP), and Video
        on
        Demand over IP (VoDoIP).
 
 22
 EVR’s
        fully integrated, cable modem termination system is designed to meet the
        increasing demand placed on broadband over cable systems from new subscribers
        and to handle the dynamic loads from existing subscribers. The cable modem
        termination systems allows for scalability that can increase subscriber capacity
        quickly and within a limited budget. This scalability and flexibility allows
        the
        operator to make maximum use of its available capital budget.
 
 Technoprises
        currently does not conduct any significant operations in this business. The
        resumption of significant operations in this are is subject to many risks,
        including the decision by the Receiver as to the future course of the company
        (subject to the approval of the District Court). See “Risk
        Factors”.
  *Lucent
        Agreement*
  In
        pursuit of the cable modem termination systems business, on May 28, 2004
        Technoprises entered into an agreement with Lucent Technologies under which
        it
        intended to utilize certain of Lucent’s cable modem termination systems in order
        to develop certain cable modem termination systems cable modem termination
        systems technologies and generate products relating to cross media router
        technology and home media gateway technology. As consideration for the
        development of the cable modem termination system technology Technoprises
        agreed
        to pay Lucent $1,500,000, of which $500,000 was paid as of December 2004.
        The
        remaining $1,000,000 was to be paid based on completion of certain milestones
        that were to have been completed between August 1, 2004 and March 1, 2005.
        As
        consideration for the development of the cross media router and home media
        gateway technologies Technoprises agreed pay Lucent an aggregate of $390,000.
        These payments have not been made
  In
        consideration for the licenses to the patents set forth in the agreement
        granted
        to Technoprises, it agreed to pay Lucent royalties as follows:
  ·
              2%
                  of the fair market value of each product based on such patents
                  which are
                  sold, leased or put into use by any of
                  affiliates.
 
 ·
              20%
                  of the fair market value of products sold that are based on DOCSIS
                  1.0
                  technology, up to a total amount of royalties of $920,000 and thereafter
                  5% of the fair market value of such
                  products.
 
 ·
              For
                  products based on DOCSIS 1.1 technology, a royalty based on fair
                  market
                  value of units shipped as follows: 3% for the first 1,000 units,
                  2% for
                  the next 1,000 units and 1% for any additional
                  unit.
 
 ·
              We
                  agreed to pay Lucent minimum royalties in connection with the DOCSIS
                  licenses of $5,000 on October 1, 2005 and $5,000 on October 1,
                  2006.
 
 Technoprises
        did not receive all the software and related source codes from Lucent and,
        accordingly, it stopped all payments to Lucent under the agreement. On August
        31, 2004 Technoprises sent Lucent a letter notifying Lucent of its breach
        and
        demanding that they cure such breach by September 8, 2004. On September 2,
        2004
        Lucent received a letter from Lucent notifying it that Technoprises in breach
        of
        the agreement and that if such breach is not cured within 10 days, Lucent
        will
        terminate the agreement.
 
 23
 Technoprises
        does not anticipate receiving from Lucent the software and related source
        codes.
        The non-delivery of the software and related source codes has materially
        adversely affected the development of the cable modem termination business.
        If
        the Receiver elects to continue the cable modem termination systems business
        (subject to the approval of the District Court), then it is expected that
        he
        will attempt to resolve the outstanding issues between Lucent and Technoprises
        such that Technoprises will be able to maintain the license; however, no
        assurance can be given that they will be so successful.
 
 *Unwinding
        of the Araneo Transaction*
 
 On
        August
        24, 2004, Technoprises acquired 100% of the issued and outstanding share
        capital
        of Araneo Ltd. ("Araneo"), pursuant to a term sheet signed in April 2004
        under
        which Technoprises acquired 100% of the issued and outstanding share capital
        of
        Araneo, a manufacturer of IP-based television and Video On Demand (VOD) set-top
        boxes, using the Linux operating system. Araneo provides a high-performance
        user-friendly consumer IP TV box that enhances the television experience
        by
        transparently connecting TV to the Internet.
 
 In
        consideration for all the outstanding shares of Araneo, Technoprises issued
        to
        the previous Araneo's shareholders 8,000,000 ordinary shares of the company.
        Technoprises also issued to a finder 480,000 ordinary shares. Technoprises
        undertook to file a registration statement for the resale of these shares
        but
        have not done.
 
 In
        November 2004, by mutual agreement of all of the parties, the transaction
        with
        Araneo was cancelled and Technoprises returned to treasury the shares of
        Technoprises that were issued to Araneo and returned to Araneo the Araneo
        shares
        that were issued to Technoprises.
 
 **CelluCast
        Technologies**
 
 Technoprises
        and CelluCast Technologies Ltd., an Israeli company ("CelluCast Ltd."),
 entered
        into an agreement on May 26, 2005 whereby Technoprises was granted the
        non-exclusive rights to market certain applications for cellular network
        operators in the field of mobile television broadcasting. However, since
        the
        appointment on July 26, 2005 of the Receiver for Technoprises, by its terms
        the
        agreement terminated and is not longer of any effect.
 
 **Financing
        Transactions**
 
 On
        March
        3, 2004, Technoprises issued to four investors an aggregate of 7,500,000
        ordinary shares (for a price of $0.09 per share) and warrants to purchase
        up to
        22,500,000 additional of ordinary shares subject to certain restrictions
        (for an
        aggregate price of $75,000). As consideration for the ordinary shares and
        the
        warrants, the investors paid an aggregate amount of $750,000.
 
 Pursuant
        to the subscription agreement among the company and the investors, the investors
        purchased 7,500,000 ordinary shares of the company and three warrants: (i)
        A
        Warrants to purchase up to 7,500,000 ordinary shares of the Company for an
        exercise price of $0.35 per ordinary share, exercisable at any time until
        March
        3, 2007; (ii) B Warrants to purchase up to 7,500,000 ordinary shares of the
        Company for an exercise price of $0.15 per ordinary share, exercisable from
        the
        time of the effectiveness of this registration statement and until 60 days
        thereafter; and (iii) C Warrants to purchase up to 7,500,000 ordinary shares
        of
        the Company for an exercise price of $0.50 per ordinary share, exercisable
        from
        the time of the effectiveness of this registration statement and until three
        years thereafter. The C warrants may be exercised by a holder only up to
        an
        amount of ordinary shares issued to such holder as a result of its exercise
        of B
        warrants. We have agreed not to issue shares for a price per share below
        $0.10
        until 180 days after the effective date of the registration statement covering
        such shares. Any breach of the foregoing provision will result in adjustments
        to
        the exercise price of the warrants. As a result of subsequent transactions,
        the
        exercise price of all warrants issued to the investors in the March 2004
        private
        placement was reduced to $0.10.
 
 24
 Technoprises
        agreed to register these shares by April 2, 2004. Technoprises did not file
        the
        required registration statement until September 9, 2004 and since such
        registration statement as of the date of the filing of this report not been
        declared effective, pursuant to the subscription agreement with the selling
        shareholders, Technoprises is obligated to pay these investors liquidating
        damages for each thirty days of delay or part thereof equal to 2% of the
        greater
        of the market value of their shares or the purchase price they paid for such
        shares and their warrants.
 
 On
        April
        21, 2004, Technoprises privately placed with third-party investors 22,500,000
        newly issued ordinary shares and warrants to purchase up to 67,500,000 ordinary
        shares to a group of investors for an aggregate purchase price of $2,250,000.
        As
        a part of the private placement Technoprises issued Class A, B and C warrants,
        each of which is exercisable to purchase an equivalent number of shares of
        ordinary shares as were purchased by that investor in the private placement.
        The
        per share warrant exercise prices are: $0.20 per share for the A warrant;
        $0.35
        per share for the B warrant and $0.50 per share for the C warrant. Subject
        to
        certain limitations summarized below, all warrants are currently exercisable.
        The A warrants are exercisable until approximately eight (8) months after
        the
        effectiveness of the registration statement registering these investors'
        shares.
        Each of the B warrants and C warrants are exercisable until April 30, 2007.
        Each
        of the warrants has a cashless exercise provision which the holder may exercise
        only after April 21, 2005 if the registration statement has not been declared
        effective by April 21, 2005. The holder of any of the A, B or C warrants
        may not
        exercise its warrant to the extent that such exercise would result in such
        owner
        and its affiliates beneficially owning more than 4.99% of our then outstanding
        ordinary shares (after taking into account the ordinary shares issuable upon
        such warrant exercise). If the holder then disposes of some or all of its
        holdings, it can again convert exercise its warrant, subject to the same
        limitation. In addition, the C warrants provide that they may be exercised
        only
        to the same proportion as the investor has exercised its A warrant. We have
        agreed to file a registration statement to register the shares (including
        the
        shares underlying the warrants) for resale by the investors **.** Technoprises
        has agreed not to issue shares for a price per share below $0.10 until 180
        days
        after the effective date of the registration statement covering such shares
        (subject to extension for any days that the investors' rights to sell their
        shares under the registration statement is suspended). Any breach of the
        foregoing provision will result in adjustments to the exercise price of the
        warrants.
 
 Technoprises
        agreed to register these shares by May 19, 2004. Technoprises did not file
        the
        required registration statement until September 9, 2004 and since such
        registration statement as of the date of the filing of this report not been
        declared effective, pursuant to the subscription agreement with the selling
        shareholders, Technoprises is obligated to pay these investors liquidating
        damages for each thirty days of delay or part thereof equal to 2% of the
        greater
        of the market value of their shares or the purchase price they paid for such
        shares and their warrants.
 
 As
        a
        result of the failure to timely register the shares in respect of the March
        and
        April private placements, as of December 31, 2004 Technoprises is obligated
        to
        pay liquidating damages in the aggregate amount of approximately $1,382,000
        and
        a provision was recorded in the same amount. As of the date of the filing
        of
        this report on Form 20-F, the amount owed has significantly increased and
        we
        estimate that as of July 31, 2005, such amount stands at approximately
        $2,327,000. Technoprises is currently negotiating with such shareholders
        to pay
        these penalties (or a portion thereof) in shares instead of cash payments.
        No
        assurance can be given that Technoprises will be successful in these
        negotiations.
 
 25
 In
        July
        2004 Technoprises raised $900,000 through the issuance of secured convertible
        notes to a group of investors led by Duncan Capital LLC. The notes will bear
        interest of 5% per annum and will be convertible into ordinary shares at
        a price
        of $0.10 per share. The notes will be secured by a first lien on substantially
        all Technoprises assets. The notes will be redeemable at the option of the
        company in part or in whole at a redemption price equal to 120% of the face
        value of the notes. In addition, we will issue to the investors warrants
        to
        purchase a number of ordinary shares equal to 75% of the ordinary shares
        into
        which the notes will be convertible. The warrant exercise price will be the
        market price at the date of closing but not less than $0.10. In connection
        with
        the transaction we paid a placement agent a commission of 10% of the aggregate
        cash proceeds in cash and a warrant to purchase 10% of the ordinary shares
        issued in the transaction (assuming conversion of the note and warrant).
        On
        August 19, 2004, approximately $200,000 in aggregate principal amount of
        these
        notes were converted into 2,011,420 ordinary shares.
 
 Technoprises
        agreed to register these shares by the 45 th day
        after issuance of the notes. We did not file the required registration statement
        until September 9, 2004 and since such registration statement was not declared
        effective within 120 following issuance of the notes (and as of the filing
        of
        this report has not yet been declared effective), pursuant to the subscription
        agreement with the selling shareholders, Technoprises is obligated to pay
        these
        investors liquidating damages of 1% of the aggregate unpaid amount of the
        notes
        for the first 45 days after the required filing or required effective date
        and
        an additional 1% for each thirty days thereafter (or part thereof). Technoprises
        is currently negotiating with such shareholders to pay these penalties (or
        a
        portion thereof) in shares instead of cash payments. No assurance can be
        given
        that we will be successful in these negotiations. As of December 31, 2004,
        the
        amount of liquidated damages was $33,000 and as of July 31, 2005, we estimate
        that this amount has increased to approximately $82,000.
 
 On
        May
        20, 2004 Technoprises entered into an agreement with Bank Hapoalim in Israel
        to
        acquire the debt owed by Coresma to Bank Hapoalim (including all fixed charges
        and floating charges on goodwill, equipment and all assets that secure the
        loan)
        in consideration for a purchase price of $1,400,000, payable as follows:
        (i)
        $1,300,000 payable in our ordinary shares no later than July 19, 2004, based
        on
        the price of Technoprises ordinary shares during the 30-day period immediately
        after May 20, 2004, (ii) warrants to purchase our ordinary shares with an
        aggregate exercise price of $500,000 at an exercise price equal to the 30
        day
        average trading price of Technoprises ordinary shares commencing on May 20,
        2004, but not less than $0.10 and not more than $0.30 per share and (iii)
        $100,000 in cash, payable in four equal monthly installments commencing on
        November 20, 2004. In July 2004 we issued to Bank Hapoalim 5,200,000 ordinary
        shares pursuant to the foregoing. We undertook to register the shares issued
        to
        Bank Hapoalim no later than September 17, 2004. As of the date of the filing
        of
        this report, 2004, we have not registered these shares.
 
 On
        July
        27, 2004 we issued 7,000,000 of our ordinary shares to several consultants
        in
        exchange for their services.
 
 **Acquisition
        of the Debt of Coresma Ltd. (in Liquidation)**
 
 On May 20, 2004 Technoprises entered into an agreement with Bank Hapoalim
        in
        Israel to acquire the debt owed to it by Coresma Ltd. (including all
        fixed
        charges and floating charges on goodwill, equipment and all assets that secure
        the loan) in consideration for a purchase price of $1,900,000, payable as
        follows: (i) $1,300,000 payable in our ordinary shares no later than July
        19,
        2004, based on the price of our ordinary shares during the 30-day period
        immediately after May 20, 2004, (ii) a warrant to purchase our ordinary shares
        with an aggregate exercise price of $500,000 at an exercise price equal to
        the
        30 day average trading price of our ordinary shares commencing on May 20,
        2004,
        however no less than $0.10 and no more than $0.30 per share and (iii) $100,000
        in cash, payable in four equal monthly installments commencing on November
        20,
        2004. In July, 2004 Technoprises issued to Bank Hapoalim
        5,200,000 ordinary shares.
 
 26
 Technoprises
        agreed to register the shares issued to Bank Hapoalim no later than September
        17, 2004. As
        of the
        filing of this annual report on Form 20-F, these shares has not been
        registered.
 
 On May 25, 2004, Technoprises filed with the District Court in Tel-Aviv,
        Israel,
        an urgent request to enforce our rights under the bond we acquired from Bank
        Hapoalim and to appoint a receiver for Coresma. Coresma is currently in
        liquidation.
 
 **Competition**
  The
        market for computer systems and services is subject to intense price
        competition. In addition to several large branded companies, there are other
        branded and generic competitors. Technoprises / Tegrasoft compete primarily
        based on its know-how, direct point of sales relationships, value, performance,
        customer service, quality, and reliability. Tegrasoft’s general practice is to
        aggressively pass on cost declines to its customers in order to enhance customer
        value while increasing global market share. Technoprises expects that the
        competitive pricing environment will continue to be challenging, and Tegrasoft
        expects to continue to reduce its pricing as necessary in response to future
        competitive and economic conditions. However, Technoprises believes that
        the
        strength of Tegrasoft’s business model makes the company better positioned than
        its competitors to continue profitable growth in the future.
 
 **Industry
        Standards and Government Regulations**
  To
        the
        knowledge of the Company, it is currently not subject to any industry standards
        or government regulations. The Company is currently working with several
        companies in the communications market to develop its products and will assure
        that such products comply with any applicable industry standards. Further,
        since
        the Company’s products will be used by the operators of broadband communication
        networks, it is probable that such operators will be subject to government
        regulation and not the company that will provide the technological solutions
        to
        such operators.
  **Intellectual
        Property and Proprietary Rights**
  Technoprises
        relied on a combination of trade secrets and confidentiality, non-disclosure
        and
        assignment of inventions agreements to protect its proprietary rights. In
        addition, the company, through its subsidiaries, has one patent and six patent
        applications pending in the U.S.
  Technoprises
        policy was to require employees and consultants to execute confidentiality
        agreements when their relationship with it began. Technoprises also sought
        these
        protective agreements from suppliers and subcontractors. These agreements
        provide that confidential information developed or made known during the
        course
        of a relationship with Technoprises is to be kept confidential and not disclosed
        to third parties, except in specific circumstances.
 
 27
 **Employees
        and Consultants**
 
 As
        of
        December 31, 2004, Technoprises had 15 employees, 12 of which were located
        in
        Israel and 3 located in the United States. In addition, it had consultants
        advising it on a regular basis.
 
 Technoprises’
        sole officer and director since February 2005, Prosper Abitbol, resigned
        from
        all positions with the company on July 12, 2005. On July 26, 2005, the Receiver
        was appointed by the District Court in Tel Aviv. As of the filing of this
        report
        on Form 20-F, Technoprises does not employ any personnel and does not currently
        conduct any significant business operations.
 
 In
        connection with its strategy of outsourcing operations, in the course of
        2005
        Technoprises entered into several consulting agreements pursuant to which
        it
        obtained significant services, including administrative services as well
        as
        other more specialized services such as marketing. As of the filing of this
        annual report, Tegrasoft, has retained, on an outsourcing basis, 16 individuals
        as part of its sales force in Israel. Additionally, prior to the appointment
        of
        the Receiver, Technoprises retained four consultants who provided to it
        administrative, accounting and legal services.
  **Properties,
        Plants and Equipment**
  Technoprises
        does not own any real property.
 
 Until
        the
        appointment of a receiver, Technoprises leased office space of approximately
        732
        square meters located at 12 Raoul Wallenberg, Tel-Aviv, Israel, pursuant
        to a
        Sublease Agreement dated March 9, 2004. This sublease was scheduled to expire
        on
        March 31, 2005. Pursuant to the lease Technoprises paid monthly rent payments
        of
        approximately NIS 26,658 (approximately $5,950) and maintenance payments
        of
        approximately NIS 11,200 (approximately $2,500).
  On
        June
        14, 2004 Technoprises entered into a lease agreement pursuant to which it
        lease
        an additional office space of 276 square meters in the same building. Under
        such
        agreement, the lease of the additional space is scheduled to expire on July
        31,
        2007. Pursuant to such agreement Technoprises paid monthly rent payments
        for the
        additional space (and 6 parking places) of approximately NIS 14,269
        (approximately $3,170) and maintenance payments of approximately NIS 4,126
        (approximately $917). Under such agreement it further agreed with the landlord
        to extend the term of the lease for the original space until July 31, 2007,
        under terms similar to those of the additional space lease. In May 2005,
        it
        entered into an agreement terminating the lease with respect to the additional
        space. The
        Receiver intends to negotiate the termination of these leases.
 
 Until
        the
        appointment of the Receiver, Technoprises had certain vehicle leasing
        arrangements in effect through March 2007 at a monthly cost of $5,440. Following
        the appointment the Receiver, the vehicles were terminated by the leasing
        companies.
 
 As
        of the
        appointment of the Receiver on July 26, 2005, Technoprises’ business address has
        been relocated to the business offices of the Receiver, c/o:
        BRAUNSTEIN & CO., Law Offices 55 Hamasger Street, Tel Aviv 61571.
 
 **Political
        and Economic Conditions in Israel**
 
 Technoprises
        is incorporated under the laws of, and its offices and manufacturing facilities
        are located in, the State of Israel. Accordingly, it is directly affected
        by
        political, economic and military conditions in Israel. Technoprises operations
        would be materially adversely affected if major hostilities involving Israel
        should occur or if trade between Israel and its present trading partners
        should
        be curtailed.
 
 28
 Since
        the establishment of the State of Israel in 1948, a number of armed conflicts
        have taken place between Israel and its Arab neighbors and a state of hostility,
        varying from time to time in intensity and degree, has led to security and
        economic problems for Israel. However, a peace agreement between Israel and
        Egypt was signed in 1979 and, a peace agreement between Israel and Jordan
        was
        signed in 1994. Since 1993, several agreements between Israel and Palestinian
        representatives have been signed but since October 2000, there has been
        substantial deterioration in the relationship between Israel and the Palestinian
        Authority, which has resulted in increased violence. The future effect of
        this
        deterioration and violence on the Israeli economy and our operations is unclear.
        As of the date hereof, Israel has not entered into any peace agreement with
        Syria, Lebanon or other Arab countries except those mentioned above, and
        no
        prediction can be made as to whether any other agreements will be entered
        into
        between Israel and its neighboring countries. The ongoing violence between
        Israel and the Palestinians and tension between Israel and neighboring Syria
        and
        Lebanon may have a material adverse effect on our business, financial conditions
        or results of operations. Generally, male adult citizens and permanent residents
        of Israel under the age of 51 are, unless exempt, obligated to perform up
        to 36
        days of military reserve duty annually. Additionally, all such residents
        are
        subject to being called to active duty at any time under emergency
        circumstances. Some of our officers and employees are currently obligated
        to
        perform annual reserve duty. While we have operated effectively under these
        requirements since we began operations, no assessment can be made as to the
        full
        impact of such requirements on our workforce or business if conditions should
        change, and no prediction can be made as to the effect on us of any expansion
        or
        reduction of such obligations.
 
 In
        addition, in the event and to the extent the recent armed conflict entered
        into
        by the United States and other countries in Iraq will impact Israel, our
        operations may adversely affected.
 
 Israel’s
        economy has been subject to numerous destabilizing factors, including a period
        of rampant inflation in the early to mid-1980s, low foreign exchange reserves,
        fluctuations in world commodity prices, military conflicts and civil unrest.
        The
        Israeli government has, for these and other reasons, intervened in various
        sectors of the economy employing, among other means, fiscal and monetary
        policies, import duties, foreign currency restrictions and control of wages,
        prices and foreign currency exchange rates. The Israeli government has
        periodically changed its policies in all these areas.
 
 In
        addition, certain countries, companies and organizations continue to participate
        in a boycott of Israeli firms. We do not believe that the boycott has had
        a
        material adverse effect on us, but there can be no assurance that restrictive
        law, policies or practices directed toward Israel or Israeli businesses will
        not
        have an adverse impact on the expansion of our business.
 
 **Trade
        Agreements**
 
 Israel
        is a member of the United Nations, the International Monetary Fund, the
        International Bank for Reconstruction and Development and the International
        Finance Corporation. Israel is a member of the World Trade Organization and
        is a
        signatory of the General Agreement on Trade in Services and to the Agreement
        on
        Basic Telecommunications Services. Israel is a signatory to the General
        Agreement on Tariffs and Trade, which provides for the reciprocal lowering
        of
        trade barriers among its members. In addition, Israel has been granted
        preferences under the Generalized System of Preferences from the United States,
        Australia, Canada and Japan. These preferences allow Israel to export the
        products covered by such programs either duty-free or at reduced tariffs.
 
 Israel
        and the European Union concluded a Free Trade Agreement in July 1975 that
        confers certain advantages with respect to Israeli exports to most European
        countries and obligates Israel to lower its tariffs with respect to imports
        from
        these countries over a number of years. In June 2000, Israel was admitted
        as an
        Associate Member of the European Union. In 1985, Israel and the United States
        entered into an agreement to establish a Free Trade Area that has eliminated
        all
        tariff and certain non-tariff barriers on most trade between the two countries.
        On January 1, 1993, Israel and the European Free Trade Association, or EFTA,
        entered into an agreement establishing a free-trade zone between Israel and
        the
        EFTA nations. In recent years, Israel has established commercial and trade
        relations with a number of other nations, (including Russia, the People’s
        Republic of China, India and nations in Eastern Europe and Asia), with which
        Israel had not previously had such relations.
 
 29
 **Item
        5. Operating Financial Review and Prospects - Management’s Discussion and
        Analysis**
 
 *The
        following discussion of our financial condition and results of operations
        should
        be read together with the consolidated financial statements and the related
        notes which appear elsewhere in this Annual Report on Form 20-F. The following
        discussion contains forward-looking statements that reflect our plans, estimates
        and beliefs and involve risks and uncertainties. Actual results may differ
        materially from those anticipated in the forward-looking statements. Factors
        that could cause or contribute to those differences include those discussed
        in
“Risk Factors” and elsewhere in this Annual Report on Form 20-F.*
 
 **Overview**
 
 On
        December 22, 2003 Technoprises purchased all of the issued and outstanding
        share
        capital of TechnoCross. In consideration Technoprises issued to the shareholders
        of TechnoCross and to other people 90% of its issued and outstanding capital
        stock. The transaction was accounted for as a recapitalization.
 
 TechnoCross
        was formed as an Israeli private company in January 2004. At the time of
        the
        transaction, TechnoCross did not conduct any significant operations. Prior
        to
        the acquisition, BVR was a non-operating public shell company with no
        significant assets and liabilities.
 
 Technoprises
        operates in the telecommunications field. It has been engaged in this field
        since only February 2004. Until the appointment of the Receiver on July 26,
        2005, Technoprises was primarily engaged in the marketing and distribution
        of
        computer related products and services worldwide that enable resellers and
        integrators to build their information-technology and Internet infrastructures.
        Technoprises distributes a broad range of computer hardware from leading
        computer equipment and software companies to resellers and systems integrators
        worldwide for inclusion in their product offerings. These include enterprise
        systems (servers, storage, workstations, and networking products), client
        systems (notebook and desktop computer systems), printing and imaging systems,
        software and peripherals, and global services.
 
 **Appointment
        of a Receiver**
 
 On
        July
        26, 2005, the District Court in Tel Aviv granted a motion for the appointment
        of
        a permanent receiver for our business. The motion was made by certain holders
        of
        the 2004 Debentures. In connection with this litigation, there is currently
        pending before the District Court in Tel Aviv a separate motion by the holders
        of the 2004 Debenture and former employees of EVR to appoint a permanent
        liquidator for Technoprises. The District Court has set a hearing date of
        December 22, 2005 to consider this motion.
 
 By
        their
        terms, the principal amount and accrued interest on the 2004 Debentures became
        due and payable on June 30, 2005. The principal and accrued interest of
        approximately $735,000 (as of June 30, 2005) on these debentures have not
        been
        paid. In addition, Technoprises owes to the holders of the 2004 Debentures
        penalties in the aggregate amount of $87,000 as of June 30, 2005 in respect
        of
        the delay in filing and effectiveness of a registration statement. Technoprises
        granted a first priority lien to the holders of the 2004 Debentures on all
        of
        current and future assets (including, without limitation, our intellectual
        property) with respect to the principal, accrued interest and penalties.
        As the
        principal, interest and penalties have not been repaid, the 2004 Debenture
        are
        entitled to foreclose on and liquidate Technoprises’ assets in order to satisfy
        outstanding obligations under those debentures. In addition, certain of the
        2004
        Debentures loaned to Technoprises in each of December 2004 and in January
        2005
        the aggregate principal amount of $75,000 which, together with the accrued
        interest (at a per annum rate of 12.5%), stands at $161,000 at June 30,
        2005.
 
 30
 The
        primary task of the Receiver is to enforce the terms of the 2004 Debentures.
        Certain of the holders of the 2004 Debentures have advanced to Technoprises
        funds in an amount to enable the company to file this annual report on Form
        20-F
        and to take other actions needed to maintain its corporate existence pending
        a
        determination by the Receiver as to the future course of the
        company.
 
 Except
        for the B2B Business activities, since March 2005 Technoprises has substantially
        discontinued all significant operations as it did not have adequate capital
        resources to conduct these businesses. Technoprises is subject to significant
        business risks. See “Risk Factors”.
  **Critical
        Accounting Policies and Estimates**
 
 The
        preparation of financial statements requires management to make estimates
        and
        assumptions that affect the reported amounts of assets and liabilities and
        the
        disclosure of contingent liabilities at the date of the financial statements
        and
        the reported amounts of revenues and expenses during the reporting period.
        On an
        on-going basis, management evaluates its estimates and judgments. Management
        bases its estimates and judgments on historical experience and on various
        other
        factors that are believed to be reasonable under the circumstances, the results
        of which form the basis for making judgments about the carrying values of
        assets
        and liabilities that are not readily apparent from other sources. Under
        different assumptions or conditions, actual results may differ from these
        estimates.
 
 Management
        believes the following critical accounting policies, among others, affect
        the
        more significant judgments and estimates used in the preparation of the
        Technoprises consolidated financial statements which are prepared in conformity
        with generally accepted accounting principles in the United States..
  ***Revenue
        Recognition***
 
 Technoprises
        will recognize revenue pursuant to Statement of Position No. 97-2, “Software
        Revenue Recognition,” as modified by SOP 98-9, “Modification of SOP 97-2,
        Software Revenue Recognition, With Respect of Certain Transactions,” Staff
        Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial
        Statements,” and SAB 104, “Revenue Recognition.” SAB 101 summarizes the staff’s
        views in applying generally accepted accounting principles to revenue
        recognition in financial statements. SAB 104 modifies certain guidance provided
        in SAB 101.
 
 Inherent
        in the revenue recognition process are significant management estimates and
        judgments, which influence the timing and amount of revenue recognition.
        In
        accordance with the governing revenue recognition guidelines, if the arrangement
        between vendor and purchaser does not require significant production,
        modification, or customization of software, revenue should be recognized
        when
        all of the following criteria are met:
 
 ·persuasive
          evidence of an
          arrangement exist;
 
 ·delivery
        has
        occurred;
 
 ·the
        vendor’s fee is fixed or
        determinable; and
 
 ·collectibility
        is
        probable.
 
 Contract
        accounting is applied where services include significant software modification,
        development or customization. In such instances, the arrangement fee is
        accounted for in accordance with SOP 81-1 “Accounting for Performance of
        Construction-Type and Certain Production-Type Contracts,” whereby the revenue is
        recognized, generally using the percentage-of-completion method measured
        on
        labor input hours. The complexity of the estimation process and judgment
        related
        to the assumptions, risks and uncertainties inherent with the application
        of the
        percentage-of-completion method of accounting affects the amounts of revenue
        reported in its consolidated financial statements.
 
 All
        of
        the revenues that were recorded during the reported period were generated
        by
        sales of cable termination systems by Technoprises’ wholly owned subsidiary EVR.
        Technoprises recognized these revenues in accordance with SAB 104 and 101
        as
        indicated above.
 
 Technoprises
        cannot predict the nature of future contracts and identity of potential
        customers. If those criteria mentioned are not met, revenue recognition could
        be
        deferred to a subsequent period and Technoprises financial statement could
        be
        materially affected.
  *Software
        Development Costs*
 
 Development
        costs related to software products are expensed as incurred until technological
        feasibility of the product has been established. Technological feasibility
        is
        determined when detailed program design is completed and verified. Expenses
        incurred between the completion of the product design and the point at which
        the
        product is ready for general release are capitalized in accordance with
        Statement of Financial Accounting Standards No. 86, Accounting for the Costs
        of
        Computer Software to Be Sold, Leased, or Otherwise Marketed. Capitalized
        software costs are amortized on a product-by-product basis.  The annual
        amortization is the greater of the amount computed using the ratio that current
        gross revenues for a product bear to the total of current and anticipated
        future
        gross revenues for that product or the straight-line method over the remaining
        estimated economic life of the product, including the period being reported
        on.
        Amortization begins when the product is available for general release to
        customers.
 
 During
        the reported period, Technoprises did not capitalize any software development
        costs.
 
 *Liabilities
        and Equity*
 
 Issuance
        of shares and warrants are treated in accordance with APB 14 “Accounting for
        Convertible debt and Debt Issued with Stock Purchase Warrants”. At the issuance
        date, the proceeds from the issuance is allocated first to the warrants based
        on
        their fair value according to Black & Scholes pricing model and the excess
        amount is allocated to the shares. Since we are under an obligation to register
        the warrants, their fair value is revaluated each reported period, while
        all the
        changes in the fair value are recorded as financial income (expense) against
        liability in accordance with EITF 00-19 “Accounting for Derivative financial
        Instruments Indexed to, and Potentially Settled In a Company's Own
        Stock”.
  31
 *Accounting
        for asset purchases and business combinations*
 
 Technoprises
        is required to allocate the purchase price of acquired assets and business
        combinations to the tangible and intangible assets acquired, liabilities
        assumed, as well as in-process research and development based on their estimated
        fair values. Such a valuation requires management to make significant estimates
        and assumptions, especially with respect to intangible assets.
 
 Estimates
        of fair value are based upon assumptions believed to be reasonable, but which
        are inherently uncertain and unpredictable. Assumptions may be incomplete
        or
        inaccurate, and unanticipated events and circumstances may occur.
 Other
        estimates associated with the accounting for these acquisitions may change
        as
        additional information becomes available regarding the assets acquired and
        liabilities assumed resulting in changes in the purchase price allocation.
  *Purchased
        Computer Software:*
 
 According
        to SFAS No. 86 “Accounting for the costs of computer software to be sold, leased
        or otherwise marketed,” the cost of purchased computer software to be sold,
        leased, or otherwise marketed that has no alternative future use shall be
        accounted for the same as the costs incurred to develop such software
        internally. If that purchased software has an alternative future use, the
        cost
        shall be capitalized when the software is acquired and accounted for in
        accordance with its use.
 
 **Results
        of Operations**
 
 *Period
        From January 8, 2004 (Inception) Through December 31, 2004*
 
 *Revenues* .
        Revenues for the period from January 8, 2004 through December 31, 2004
        aggregated $190,000 and were primarily generated from the cable termination
        systems business which was conducted through EVR. Technoprises does not
        anticipate recording significant revenues in 2005 from these activities.
 
 *Cost
        of revenues* .
        Software and hardware production costs for the period from January 8, 2004
        through December 31, 2004 totaled $93,000.
 
 *Software
        Development Costs* .
        Software development costs for the period from January 8, 2004 through December
        31, 2004 totaled $842,000. This amount is comprised of research and development,
        employees’ salaries and related expenses incurred during such period. Most of
        the software development costs recorded during the reported period related
        primarily to cable modem termination systems and the content delivery area.
        The
        software and development costs accounted for 4.1% of the net loss for such
        period.
 
 *Purchased
        Computer Software* .
        The
        purchase of computer software during the period from January 8, 2004 through
        December 31, 2004 totaled $2,275,000, of which amount $1,200,000 is attributable
        to the acquisition of the iTVGate technology from Comverse Technology Inc.,
        $500,000 is attributable to the purchase of source codes from Lucent and
        $575,000 is attributable to expenses recorded in connection with the issuance
        of
        ordinary shares to certain individuals and entities that contributed
        technologies to Technoprises. The purchase of computer related products
        contributed 11.1% to the company’s net loss for the period from January 8, 2004
        through December 31, 2004. The purchased computer software during the reported
        period had no alternative future use and therefore was recorded as an
        expense.
 
 32
 *General
        and Administrative Expenses* .
        General
        and administrative expenses for the period from January 8, 2004 through December
        31, 2004 totaled $13,857,000, of which $6,309,000 relates to shares amounts
        recorded in connection with share issuances in connection with the
        recapitalization in February 2004, $3,458,000 is attributable to share issuances
        to Unicorp and Cat4view and $1,680,000 is attributable to ordinary shares
        issuances to several financial consultants in exchange for services. The
        general
        and administrative expenses also consist of compensation to our management
        and
        administrative personal, marketing expanses and professional fees. General
        and
        administrative expenses accounted for 67.9% of Technoprises net loss for
        the
        period from January 8, 2004 through December 31, 2004.
 
 *Financial
        Expenses.* Financial expanses during the period from January 8, 2004 through December
        31,
        2004 totaled $2,194,000, of which $1,415,000 is attributable to the penalties
        payable to holders of certain of our securities in connection with the delay
        in
        registration of ordinary shares held by them (or issuable to them upon
        conversion of convertible securities). The financial expenses consist also
        of
        convertible notes related expenses, re-evaluations of warrants, interest
        expenses and exchange rate differences. Financial expanses contributed 10.7%
        to
        our net loss for the period from January 8, 2004 through December 31,
        2004.
 
 *Other
        Expenses* .
        Other
        expanses during the Period from January 8, 2004 through December 31, 2004
        totaled $1,340,000, of which $1,089,000 are attributable to share issuances
        to
        Bank Hapoalim in connection with the Coresma debt, one of BVR's subsidiaries
        (prior to the acquisition). Other expenses contributed 6.5% to our net loss
        for
        the period from January 8, 2004 through December 31, 2004.
 
 *Net
        Loss* .
        As a
        result of the above, the net loss for the period from January 8, 2004 through
        December 31, 2004 was $20,411,000 or $0.18 per share.
 
 **Liquidity
        and Capital Resources**
 
 From
        Technoprises' recapitalization in February 2004, it has financed operations
        primarily through the sale of its securities.
 
 In
        March
        2004, Technoprises raised $750,000 from third party investors from the placement
        of our ordinary shares and associated warrants to purchase additional shares.
        In
        April 2004, Technoprises raised an additional $2,250,000 from other third-party
        investors in exchange for ordinary shares and warrants. In July 2004,
        Technoprises raised $900,000 through the issuance of secured convertible
        notes
        to a group of investors led by Duncan Capital LLC. The 2004 Debentures" bear
        interest of 5% and mature by June 30, 2005. The holders of the notes have
        the
        right to convert any amount outstanding under the notes into our ordinary
        shares
        at a price of $0.10 per share, subject to certain adjustments. On August
        19,
        2004 one of the 2004 Debenture investors converted $200,000 in principal
        amount
        of his note for 2,011,420 of our ordinary shares.
 
 In
        December 2004 Technoprises raised $140,000 through a loan from Apros & Chay
        M.B. Ltd. at the rate of 12% per annum. The due date of the loan is December
        20,
        2005. In each of December 2004 and January 2005, Technoprises received a
        loan of
        $75,000 at the rate of 12.5% per annum. The principal of the loan, together
        with
        the accrued interest was scheduled to be repaid on or before June 30, 2005.
 
 33
 As
        a
        result of the failure to timely register for resale the shares in respect
        of the
        March and April private placements, as of December 31, 2004 Technoprises
        was
        obligated to pay to investors who participated in the March and April 2004
        private placements liquidating damages in the aggregate amount of approximately
        $1,382,000. As of July 31, 2005, these liquidated damages are approximately
        $2,327,000. In addition, as a result of the failure to timely register for
        resale the ordinary shares underlying the convertible securities that were
        issued in July 2004 and to have such registration statement declared effective
        with 120 days following issuance (as required by the subscription documents),
        as
        of December 31, 2004, Technoprises was required to pay to these holders
        liquidated damages in the amount of $33,000. As of July 31, 2005, the liquidated
        damages owing to the July 2004 investors is approximately $82,000.
 
 As
        of
        June 30, 2005, Technoprises also owed to Bank Hapoalim approximately $100,000
        in
        principal and accrued interest. In addition, as of December 31, 2004, the
        company recorded a contingent liability in the amount of $180,000 in respect
        of
        claims made by certain directors of BVR prior to the transaction between
        BVR and
        TechnoCross claiming breach of BVR's obligation to provide D&O insurance to
        such directors as set forth in the Stock Purchase Agreement between BVR and
        TechnoCross.
 
 As
        of
        December 31, 2004, Technoprises had cash and cash equivalents of $151,000
        and as
        of June 30, 2005 cash resources were virtually non-existing. Technoprises
        will
        need to raise capital on an immediate basis in order to resume significant
        operating activities, satisfy interest and principal amounts due on the 2004
        Convertible Debentures, make payments in respect of liquidated damages owing
        in
        respect of the 2004 private placements that have accrued to date and satisfy
        additional amounts owed to Bank Hapoalim and other parties. If the needed
        amounts are not raised, Technoprises will likely not be able to resume
        operations or otherwise re-organize its business. Currently Technoprises
        has no
        commitments for such financing and there can be no assurance that we will
        be
        able to raise necessary funds or that we will be able to do so on commercially
        acceptable terms acceptable or at all.
  The
        auditor's opinion to the consolidated financial statements accompanying this
        Annual Report on Form 20-F, include an explanatory paragraph relating to
        the
        uncertainty of Technoprises' ability to continue as a going concern, which
        may
        make it more difficult for Technoprises to raise additional
        capital.
  Furthermore,
        it is anticipated that any successful financing will have a significant dilutive
        effect on existing stockholders.
 
 Technoprises
        cannot assess the impact of and consequences and prospects of the appointment
        on
        July 26, 2005 of a permanent receiver in response to the motion brought by
        the
        2004 Debenture holders. These holders have a lien on all assets of Technoprises
        and are entitled to foreclose on these assets and liquidate them to satisfy
        obligations owing to then. One of the primary tasks of the Receiver is to
        enforce the terms of the 2004 Debentures.
  There
        are
        certain other existing factors that can significantly impair Technoprises
        current ability to raise funds and reorganize its business. In addition to
        the
        uncertainty caused by the appointment of a receiver in July 2005 and the
        pending
        motion to appoint a permanent liquidator for the company (which is scheduled
        to
        be considered by the court in December 2005), these include the
        following:
 
 *Lucent
        Agreement*
 
 On
        May
        28, 2004 Technoprises entered into an agreement with Lucent Technologies
        under
        which it intended to utilize Lucent’s cable modem termination systems in order
        to develop certain software for use in its then contemplated cable modem
        termination systems technologies. As consideration, Technoprises agreed to
        pay
        Lucent $1,890,000, of which $500,000 was paid as of December 2004.
 
 34
 As
        the
        company did not receive all the contracted for software and related source
        codes
        from Lucent that will allow us to complete the production of the cable modem
        termination systems, it stopped all payments to Lucent under the agreement.
 
 We
        do
        currently do not anticipate receiving from Lucent the contracted for source
        codes.
 
 *Agreement
        with Comverse Technologies*
 
 In
        December 2003, TCM signed an agreement with Comverse to purchase the “TVGate”
        software Technology for $1.2 million. In exchange for the TVGate software
        Technology, TCM agreed to pay Comverse $750,000 in cash as follows: $100,000
        on
        January 1, 2004 and the remaining $650,000 will be paid quarterly in six
        installments commencing March 31, 2004 through June 30, 2005. The installments
        will bear no interest. These shares had a market value of $450,000 at the
        time
        of the agreement. Concurrently with the delivery of the stock certificates,
        TCM
        granted to Comverse a put option requiring TCM to purchase Technoprises’ shares
        for an aggregate amount of $300,000. The put option is valid for a period
        of one
        year from the date it was actually delivered to Comverse.
 
 In
        November 2004, TCM decided to significantly scale back its development program
        based on iTVGate platform for traditional broadcast standard and to focus
        on
        development based on internet protocol for interactive TV, Web and Mobile.
        While
        we have returned to Comverse all of the software, related source codes and
        hardware that we purchased relating to the iTVGate technology, until the
        appointment in July 2005 of the receiver for our company we held discussions
        with them as to the suspension of the agreement due to lack of
        financing.
 
 *Other
        Factors*
 
 In
        addition to the factors noted above, Technoprises failed to provide certain
        required audited financial statements in its annual reports on Form 20-F
        for the
        years ended December 31, 2003 and 2002. These related to BrightCom Technologies
        Ltd., which was a significant equity investment of our predecessor, BVR,
        for the
        years ended December 31, 2002 and 2001. Accordingly, Technoprises annual
        reports
        on Form 20-F for the years ended December 31, 2003 and 2002 are considered
        deficient. This deficiency could result in its inability to register shares
        held
        by existing shareholders and to raise additional capital.
 
 Technoprises
        filed a registration statement in September 2004 in fulfillment of certain
        of
        its contractual obligations to third parties who participated in private
        placements that it conducted in the course of 2004. As of the filing of this
        annual report on Form 20-F, the registration statement has not been declared
        effective.
 
 **Tabular
        Disclosure of Contractual Obligations**
 
 The
        following table summarizes our contractual obligations and commercial
        commitments as of December 31, 2004:
  Contractual
                Obligations
              
              Total
              
              Less
                  than 1 Year
              
              2
                  Years
              
              3
                  Years and thereafter
              
              4
                  Years
              
              5
                  Years
              
              After
                5
                  YearsShort-term
                  debt and other current liabilities (1)
              
              $
              3,948,000
              
              $
              3,798,000
              
              $
              30,000
              
              $
              120,000
              
              
              —
              
              
              —
              
              
              —Long-term
                  debt
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —Operating
                  leases
              
              $
              487,000
              
              $
              197,000
              
              $
              197,000
              
              $
              93,000
              
              
              —
              
              
              —
              
              
              —Total
                  contractual obligations
              
              $
              4,435,000
              
              $
              3,995,000
              
              $
              227,000
              
              $
              213,000
              
              $
              15,000
              
              
              —
              
              
              —
  
 (1)   includes
        $430,000 of liability recorded as of December 31, 2004 in connection with
        the
        acquisition of the iTVGate technology and $1,415,000 in respect of liquidated
        damages recorded as of December 31, 2004 in connection with the delay in
        registration of the shares for the investors in private placements during
        2004.
        Does not include (i) additional liquidated damages in the approximate amount
        of
        $994,000 in respect of the period from January 1, 2005 to July 31, 2005 and
        (ii)   interest on the 5% convertible promissory notes
        issued in
        July 2004 in the approximate amount of $25,000 in respect of the period from
        January 1, 2005 to July 31, 2005. See "Financing Transactions".
 
 35
 **Research
        and Development, Patents and Licenses, etc.**
 
 Each
        of
        Technoprises subsidiaries and divisions has different research and development
        goals and during 2004 has spent varying amounts on company sponsored research
        and development activities since the inception of TechnoCross. Technoprises
        has
        provided information on each of our subsidiaries and divisions research and
        development policies in the Section titled "Business".
 
 Since
        Technoprises’ inception it has focused a significant portion of its research and
        development efforts on developing and enhancing products and capabilities
        it
        purchased from third parties. As part of this strategy, Technoprises purchased
        intellectual property, technologies and assets of *iTV* Gate
        from
        Comverse and it entered into an agreement with Lucent, as described above.
        As
        consideration for the development of the cable modem termination systems
        technology Technoprises agreed to pay Lucent $1,500,000, of which $500,000
        has
        been paid as of December 31, 2004. We also agreed to pay Lucent for licenses
        of
        certain intellectual property.
 
 Payments
        to Comverse in connection with iTVGate aggregated approximately $1,200,000
        payable in a combination of cash and our ordinary shares.
  **Recently
        issued accounting pronouncements**
 
 In
        December 2004, the Financial Accounting Standards Board ("FASB") issued FASB
        Statement No. 123 (revised 2004), "Share-Based Payment", ("SFAS 123(R)")
        which
        is a revision of FASB Statement No. 123, "Accounting for Stock-Based
        Compensation" (SFAS 123"). SFAS 123(R) supersedes APB Opinion No. 25,
        "Accounting for Stock issued to Employees", and amends FASB Statement No.
        95,
        "Statement of Cash Flows". Generally, the approach in SFAS 123(R) is similar
        to
        the approach described in SFAS 123. However, SFAS 123(R) requires all
        share-based payments to employees, including grants of employee stock options,
        to be recognized in the income statement of operations based on their fair
        values. Pro forma disclosure is no longer an alternative. SFAS 123(R) permits
        public companies to adopt its requirements using one of two
        methods:
 
 (i)  A
        "modified prospective" method in which compensation cost is recognized beginning
        with the effective date (a) based on the requirements of SFAS 123(R) for
        all
        share-based payments granted after the effective date and (b) based on the
        requirements of SFAS 123 for all awards granted to employees prior to the
        effective date of SFAS 123(R) that remain unvested on the effective
        date.
  36
 (ii) A
        "modified retrospective" method which includes the requirements of the modified
        prospective method described above, but also permits entities to restate
        based
        on the amounts previously recognized under SFAS 123 for purposes of pro forma
        disclosures either (a) all prior periods presented or (b) prior interim periods
        of the year of adoption.
 
 In
        April
        2005, the Securities and Exchange Commission postponed the required adoption
        date of SFAS 123(R) from no later than July 1, 2005 to no later than January
        1,
        2006. Early adoption will be permitted in periods in which financial statements
        have not yet been issued. The Company expects to adopt SFAS 123(R) on January
        1,
        2006. The
        Company plans to adopt SFAS 123(R) using the modified-prospective
        method.
 
 In
        November 2004, the FASB issued SFAS No. 151, "Inventory Costs-An Amendment
        of
        ARB No. 43, Chapter 4" ("SFAS 151"). SFAS 151 amends the guidance in ARB
        No. 43,
        Chapter 4, "Inventory Pricing", to clarify the accounting for abnormal amounts
        of idle facility expense, freight, handling costs, and wasted material
        (spoilage). Among other provision, the new rule requires that items such
        as idle
        facility expense, excessive spoilage, double freight, and rehandling costs
        be
        recognized as current-period charges regardless of whether they meet the
        criterion of "so abnormal" as stated in ARB No. 43. Additionally, SFAS 151
        requires that the allocation of fixed production overheads to the costs of
        conversion be based on the normal capacity of the production facilities.
        SFAS
        151 is effective for fiscal years beginning after June 15, 2005. The Company
        does not expect SFAS 151 to have a material impact on its results of operations
        and financial condition.
 In
        December 2004, the FASB issued Statement Accounting Standard ("SFAS") No.
        153
        "Exchanges of Non-monetary Assets". This Statement amends Opinion 29 to
        eliminate the exception for non-monetary exchanges of similar productive
        assets
        and replaces it with a general exception for exchanges of non-monetary assets
        that do not have commercial substance. A non-monetary exchange has commercial
        substance if the future cash flows of the entity are expected to change
        significantly as a result of the exchange. The provisions of this Statement
        are
        effective for non-monetary asset exchanges occurring in fiscal periods beginning
        after June 15, 2005. Earlier application is permitted for non-monetary asset
        exchanges occurring in fiscal periods beginning after December 16, 2004.
        The
        provisions of this Statement should be applied prospectively. The adoption
        of
        this pronouncement is not expected to have material effect on our financial
        statements.
 
 **Off-Balance
        Sheet Arrangements**
 
 Technoprises
        is not a party to any off-balance sheet arrangement.
 
 **Quantitative
        and Qualitative Disclosures About Market Risk**
 
 Market
        risk is the risk of loss related to changes in market prices, including interest
        rates and foreign exchange rates, of financial instruments that may adversely
        impact Technoprises consolidated financial position, results of operations
        or
        cash flows.
 
 Technoprises’
        financial results could be affected by factors such as changes in foreign
        currency exchange rates or weak economic conditions in foreign markets. As
        most
        of Technoprises sales in 2004 were made in dollars, a strengthening of the
        dollar could make its products less competitive in foreign markets. In addition,
        the lower value of the dollar compared to the NIS increases the operating
        expenses reported in the financial statements. Our interest expense is sensitive
        to changes in the general level of interest rates in the U.S. and Israel.
        Due to
        the nature of our short-term investments, we do not believe that there is
        any
        material market risk exposure. Therefore, no quantitative tabular disclosures
        are required.
 
 37
 Dollar
        costs in Israel will increase if inflation in Israel exceeds the devaluation
        of
        the NIS against the dollar or if the timing of such devaluation lags behind
        inflation in Israel.
 
 **Trend
        Information**
  Since
        the
        beginning of the global economic downturn in 2000 the ability of early-stage
        companies to raise funds in the capital markets and from private investors
        has
        significantly decreased. This trend continues today and will most likely
        affect
        our ability to raise additional funds or the pricing of any future
        financings.
  Beginning
        in fiscal 2001, the global telecommunications market deteriorated, reflecting
        a
        significant reduction in capital spending by established service providers.
        This
        trend intensified during fiscal 2002 and continued into fiscal 2003. Reasons
        for
        the market deterioration included the general economic slowdown, network
        overcapacity and limited availability of capital. The significant slowdown
        in
        capital spending in our target markets creates uncertainty as to the level
        of
        demand for the products we are developing. As a result of this uncertainty,
        accurate forecasting of market penetration, near- and long-term results,
        earnings and cash flow remains difficult.
 
 **Seasonality**
 
 Technoprises
        business is not subject to seasonality.
 
 **Impact
        of Inflation and Fluctuation of Currencies on Results of Operations, Liabilities
        and Assets**
 
 Most
        of
        Technoprises revenues for 2004 was denominated in dollars. However, a large
        portion of costs is incurred in Israel, resulting in a substantial portion
        of
        Technoprises operating expenses being denominated in NIS. Technoprises NIS
        costs, as expressed in dollars, are influenced by the extent to which any
        increase in the rate of inflation in Israel is not offset (or is offset on
        a
        lagging basis) by a devaluation of the NIS in relation to the dollar. A
        devaluation of the NIS against the dollar would result in an increase in
        operating income, as expressed in dollars, while an increase in the value
        of NIS
        against the dollar would result in an increase in our operating expenses
        and
        adversely affect our operating income, as expressed in dollars.
 
 The
        annual rate of inflation in Israel was 1.26% during 2004 , 6.5% in 2002,
        1.4% in
        2001 and 0% in 2000. During 2003, the annual rate of deflation was 1.9%.
        The NIS
        weakened against the dollar by 1.62% in 2004 and strengthened against the
        dollar
        by approximately 7.6% in 2003 and 2.7% in 2000 and weakened against the dollar
        by approximately 7.3% in 2002 and 9.3% in 2001.
 
 **Significant
        Subsidiaries**
 
 TCM
        and
        EVR are our significant subsidiaries that are wholly-owned, all of which
        are
        organized under the laws of Israel. As of March 2005, TCM and EUR have largely
        discontinued operations and do not currently conduct any significant operations
        nor employ any personnel.
 
 TegraSoft
        is a 75% owned subsidiary. We also have a wholly owned subsidiary, Technoprises,
        Inc., a Delaware company. Technoprises Inc. is currently inactive and does
        not
        conduct any business operations.
 
 38
 **Item
        6. Directors, Senior Management and Employees.**
 
 **Directors
        and Executive Officers**
  On
        July
        26, 2005, the District Court in Tel Aviv granted a motion for the appointment
        of
        a permanent receiver that was brought by holders of the 2004 Debentures.
        The
        court appointed Mr. Mr. Adi Braunstein, an Israel based attorney, as a permanent
        receiver for Technoprises. Prior to the appointment of Mr. Braunstein, Prosper
        Abitbol was Technoprises’ sole executive officer and director until his
        resignation on July 12, 2005 from all positions held with the company.
 
 Set
        forth
        below is certain information relating to the members of the Board of Directors
        of Technoprises as of December 31, 2004.
 
 Unless
        otherwise stated, the address for the directors and executive officers as
        of
        December 21, 2004 was c/o Technoprises Ltd., 12 Raoul Wallenberg, Tel-Aviv,
        Israel.
 
 Name
                Age
                PositionProsper
                    Abitbol
                49
                Chairman
                    of the Board & Chief Executive Officer, Chairman of the boards of
                    directors of TelemAtik Cross-Media, TechnoCross & EVR Entertainment
                    Ltd.Adam
                    T. Ofek
                42
                President,
                    Chief Financial Officer and DirectorAvigdor
                    Olshansky
                60
                Chief
                    Executive Officer of TelemAtik Cross-MediaPinchas
                    Greenfield
                57
                President
                    of TelemAtik Cross-MediaLior
                    Ostashinsky
                27
                Vice
                    President Finance and Investor Relations, SecretarySam
                    Klepfish
                29
                Managing
                    Director U.S. Operations
  *Prosper
        Abitbol* has
        served as our Chairman of the Board and Chief Executive Officer since February
        2004 until his resignation from all position held with our Company in July
        2005.
        Mr. Abitbol is the Chairman of Apros & Chay MB, Ltd. Mr. Abitbol is
        currently also serving as the Chairman of Radio Kol Hashalom, a private radio
        station. From mid 2001 to mid 2003, Mr. Abitbol studied Torah and Jewish
        sciences. From 1999 to March 2003 Mr. Abitbol served as the CEO of Unicorp
        Ltd,
        a strategic marketing firm, of which Mr. Abitbol owns all of the outstanding
        voting capital stock. Since 2003, Mr. Abitbol has served as a Managing Director
        of Unicorp Ltd.
  39
 *Adam
        T. Ofek* has
        served as our President, Chief Financial Officer and as a Director since
        February 2004 until his resignation in February 2005. Mr. Ofek served as
        the
        Chief Executive Officer of MBI Partners from November 1999 to 2003 and he
        served
        as director from 1999 to the present. Mr. Ofek is a [minority] shareholder
        of
        MBI Partners and served from September 1996 to July 1999 as the Chief Executive
        Officer of Solid ISG Capital Markets LLC, an Israeli investment house and
        a
        member of NASD, FSA and Easdaq.
  *Avigdor
        Olshansky* has
        served as the Chief Executive Officer of TelemAtik Cross-Media since January
        2004; Mr. Olshanky is also a founder of TelemAtik Cross-Media.. Mr. Olshansky
        is
        also the founder and Chief Executive Officer of Screenpeaks Limited (January
        2000 to June 2000 and March 2002 to May 2003) and Cat4View (since January
        2003).
        He has served as chairman of Screenpeaks since 1999. Mr. Olshansky resigned
        from
        the company in December 2004.
  *Pinchas
        Greenfield* has
        served as the President of TelemAtik Cross-Media since March 2004. From April
        2003 to February 2004 he served as an IT advisor to various entities. From
        1977
        to 2002 Mr. Greenfield served as a consultant on Information Technology matters
        to the office of the Prime Minister of Israel.
 
 *Lior
        Ostashinsky* has
        served as our Vice President Finance and Investor Relations since May 2004
        and
        as our Secretary since August 2004 until his resignation in April 2005. From
        October 2003 to May 2004 Mr. Ostashinsky was an analyst at Migdal Capital
        Markets’ Economic Division. Prior to that Mr. Ostashinsky completed a BA degree
        in Business Management.
  *Sam
        Klepfish* has
        served as our Managing Director U.S. Operations since May 2004 until his
        resignation in March 2005. From January 2001 to May 2004 Mr. Klepfish was
        an
        investment banker and consultant at Phillips Nizer, a New York law firm.
        Since
        January 2001 Mr. Klepfish has been a member of the steering committee of
        Tri-State Ventures, a New York investment group. From 1998 to December 2000
        Mr.
        Klepfish was an asset manager for several investors in small cap
        entities.
  **The
        Receiver**
 
 Since
        his
        appointment by the District Court in Tel Aviv on July 26, 2005 to enforce
        the
        rights of the 2004 Debenture holders, the Receiver, subject to the oversight
        of
        the District Court, oversees the day to day operation of the company. There
        are
        no directors or officers in the company.
 
 The
        Receiver, Adi Braunstein, is a practicing attorney in the State of Israel
        and
        has been in private practice since June 1995 **.** His
        areas of
        expertise include commercial and bankruptcy law.
 
 **Corporate
        Governance Rules**
  Technoprises
        is incorporated in Israel and its ordinary shares are listed on the Over
        the
        Counter Bulletin Board Market. Accordingly, Technoprises is subject to various
        corporate governance matters under Israeli law relating to independent
        directors, the audit committee and the internal auditor under applicable
        Israeli
        law.
  40
 *External
        Directors*
  Under
        Israeli law, Israeli companies whose shares are publicly traded in or outside
        of
        Israel are subject to the following requirements relating to independent
        directors:
  ·
              companies
                  must appoint two external directors that may not be or have been
                  affiliated with the company or its principals at any time during
                  the
                  previous two years;
 
 ·
              external
                  directors must be elected by a majority vote at a shareholders’ meeting.
                  In addition to the majority vote requirement, either of the following
                  conditions must be satisfied:
 
 ·
              at
                  least one-third of the shares held by shareholders other than controlling
                  shareholders must be voted in favor of the election of the external
                  director; or
 
 ·
              the
                  total number of shares voted against the election of the external
                  director
                  and held by shareholders other than controlling shareholders, must
                  not
                  represent more than 1% of the aggregate voting rights in the
                  company;
 
 ·
              the
                  term of an external director is three years and may be extended
                  by vote of
                  the shareholders for one additional term of three years, and an
                  external
                  director can be removed from office only under limited
                  circumstances;
 
 ·
              if
                  all directors are of the same gender, the next new external director
                  must
                  be of the other gender;
 
 ·
              each
                  committee of the board of directors is required to include at least
                  one
                  external director; and
 
 ·
                independent
                    directors may only be compensated in amounts as specified in
                    the Companies
                    Regulations Rules for the Remuneration and Expense for external
                    directors,
                    as approved from time to time by the Minister of
                    Justice.
 
 Israeli
        law provides that a person may not be appointed as an external director if
        the
        person, a relative, partner or employer of the person or any entity under
        the
        person’s control has, as of the date of the person’s appointment to serve as an
        external director, or had during the two years preceding that date, any
        affiliation with:
  ·
              the
                  company;
 
 ·
              any
                  entity controlling the company; or
 
 ·
              any
                  entity controlled by the company or by any entity controlling the
                  company.
 
 No
        person
        can serve as an external director if the person’s position or other business
        creates, or may create, a conflict of interest with the person’s
        responsibilities as an independent director or may otherwise interfere with
        the
        person’s ability to serve as an independent director.
  Technoprises’
        existing articles of association and Israeli law provide for a board of
        directors of not less than four directors and not more than ten directors,
        as
        may be fixed from time to time by vote of the board of directors. Under the
        existing articles of association, all directors generally serve until the
        next
        annual meeting. The articles of association allow the appointment of directors
        (even if they are not external directors) for periods of up to three years
        (up
        to the third annual meeting following their appointment). Pursuant to Israeli
        law, external directors serve a three year term which may be extended for
        an
        additional term of three years. The directors may at any time and from time
        to
        time appoint any other person a director, whether to fill a vacancy or to
        add a
        director to serve until the first general meting of shareholders after such
        appointment, subject to the maximum number of directors permitted under our
        articles of association. A majority of all holders of the ordinary shares
        may
        also appoint and dismiss directors.
  41
 *Audit
        Committee and Internal Auditor*
  Under
        Israeli law, the board of directors of a public company must appoint an audit
        committee. The audit committee must be comprised of at least three directors,
        including all of the independent directors. The audit committee may not include
        the chairman of the board, any director who is employed by the company or
        regularly provides service, a controlling shareholder or their
        relatives.
  Also,
        under Israeli law, the board of directors of a public company must appoint
        an
        internal auditor proposed by the audit committee. The role of the internal
        auditor is to examine whether a company’s acts comply with the law and proper
        business procedure. The internal auditor may not be an interested party or
        office holder, or a relative of any interested party or office holder, and
        may
        not be a member of the company’s independent accounting firm.
  *The
        Sarbanes-Oxley Act of 2002*
  The
        Sarbanes-Oxley Act of 2002, as well as related new rules subsequently
        implemented by the Securities and Exchange Commission, require foreign private
        issuers, such as us, to comply with various corporate governance practices.
        Technoprises intends to take all actions necessary for us to maintain compliance
        with applicable corporate governance requirements of the Sarbanes-Oxley Act
        and
        rules adopted by the Securities and Exchange Commission.
  *The
        Memorandum and Articles of Association*
  In
        February 2000, the Companies Ordinance (New Version)-1983 was replaced by
        the
        Companies Law-1999 (the "Companies Law"). Since Technoprises Articles were
        approved before the enactment of the Companies Law, they are not always
        consistent with the provisions of the new law. In all instances in which
        the
        Companies Law changes or amends provisions in the Companies Ordinance, thereby
        making the Articles inconsistent with the Companies Law, the provisions of
        the
        Companies Law apply (unless specifically stated otherwise in the Companies
        Law).
        Similarly, in all places that the Articles refer to a Section of the Companies
        Ordinance that has been replaced by the Companies Law, the Articles shall
        be
        understood to be referring to the relevant Section of the Companies
        Law.
 
 Our
        objective, as stated in the Articles and in the Memorandum of Association,
        is to
        engage in any lawful activity. Technoprises has currently outstanding only
        one
        class of securities, Ordinary Shares, having no nominal value. Holders of
        Ordinary Shares have one vote per share, and are entitled to participate
        equally
        in the payment of dividends and share distributions and, in the event of
        a
        liquidation of the Company, in the distribution of assets after satisfaction
        of
        liabilities to creditors. No preferred shares are currently authorized. The
        Articles may be amended by a resolution carried at a General Meeting by an
        ordinary majority (over 50%) of those who voted is required . The Articles
        require that Technoprises hold its annual general meeting of shareholders
        each
        year no later than 15 months from the last annual meeting, at a time and
        place
        determined by the board of directors. No business may be commenced until
        a
        quorum of two or more shareholders unless such meeting is an extraordinary
        meeting then no business may be commenced until a quorum of two or more
        shareholders holding at least 25% of the voting rights are present in person
        or
        by proxy. Shareholders may vote in person or by proxy. Resolutions regarding
        the
        following matters must be passed at a general meeting of
        shareholders:
  ·
              amendments
                  to the Articles;
 
 42
 ·
              appointment
                  or termination of the auditors;
 
 ·
              appointment
                  and dismissal of directors;
 
 ·
              approval
                  of acts and transactions requiring general meeting approval under
                  the
                  Israeli Companies Law;
 
 ·
              increase
                  or reduction of the authorized share capital or the rights of shareholders
                  or a class of shareholders by a Special Majority, as provided in
                  Sections
                  286 and 287 of the Israeli Companies
                  Law;
 
 ·
              any
                  merger as provided in section 320 of the Israeli Companies Law;
                  and
 
 ·
              the
                  exercise of the board of directors’ powers by the general meeting, if the
                  board of directors is unable to exercise its powers and the exercise
                  of
                  any of its powers is vital for effective management, as provided
                  in
                  section 52(a) of the Israeli Companies
                  Law.
 
 A
        special
        meeting of shareholders may be convened by the board, or by request of one
        or
        more shareholders holding at least 5% of paid up share capital or by a request
        of at least two directors or directors which are 25% of the than acting
        directors. Shareholders requesting a special meeting must submit their proposed
        resolution with their request. Within 21 days of receipt of the request,
        the
        board must convene a special meeting or the requesting shareholders may convene
        a meeting by themselves upon seven days’ notice to all
        shareholders.
  The
        existing Articles adopted on May 31, 2004, provide that although directors
        are
        to be elected at an annual general meeting, between annual meetings, the
        board
        shall be empowered to appoint or dismiss directors by a majority vote of
        the
        directors in the event the board of directors is comprised of less than ten
        directors. Notwithstanding the foregoing, however, holders of the majority
        of
        the Company’s shares may appoint or remove directors by the delivery of a
        written notice of appointment or dismissal to the Company by such shareholders.
  The
        existing Articles allow the board of directors to declare a dividend to be
        paid
        to the shareholders according to their rights and benefits in the profits,
        and
        to further allow the board to decide the time of payment.
  **Compensation
        of Directors and Executive Officers**
  The
        aggregate direct labor costs associated with all of directors and officers
        of
        Technoprises as a group for the year ended December 31, 2004 (including persons
        who served as directors or officers for only a portion of 2004) was
        approximately $44,164.
  Under
        Israeli law, any agreement with officers and directors of the company regarding
        compensation needs the approval of the audit committee, our board of directors
        and shareholders.
  On
        June
        20, 2004 the Audit Committee of the board of directors of Technoprises resolved
        that the external directors will be compensated as set forth in the Israeli
        Companies Regulations. Other members of board during 2004 (excluding Prosper
        Abitbol, Adam Ofek and our external directors) were to receive monthly fees
        of
        $750 and $300 for every board or committee meeting they attend. In addition,
        each of them was to receive options to purchase 520,000 of ordinary
        shares.
  43
 **Employee
        and Director Share Options**
  From
        time
        to time Technoprises granted stock options to officers, directors and employees
        at an exercise price equal to the fair market value of ordinary shares on
        the
        date of grant. All the options vest over periods ranging from two to five
        years
        commencing on the date of grant and have expiration dates up to seven years
        from
        the date of grant.
  The
        Company does not have any option plans in place.
  As
        of
        December 31, 2004, options to purchase 70,000 ordinary shares were outstanding
        all of which were fully vested and exercisable. As of July 13, 2005, the
        weighted average exercise price of all outstanding options was $4.27 per
        share.
  The
        board
        of directors and shareholders have adopted resolutions to reserve an option
        pool
        of 24,000,000 ordinary shares for future option grants for employees,
        consultants, directors and officers of the company and our subsidiaries under
        a
        new option plan which will be approved by the board.
 
 **Employees**
 
 As
        of
        December 31, 2004, Technoprises had 15 employees, 12 of which were located
        in
        Israel and 3 located in the United States.
 
 As
        of the
        filing of this report on Form 20-F, Technoprises does not employ any personnel.
        In connection with its strategy in 2005 of outsourcing operations, Technoprises
        entered into several consulting agreements pursuant to which it obtained
        significant services, including administrative services as well as other
        more
        specialized services such as marketing. As of the filing of this annual report,
        Tegrasoft, has retained, on an outsourcing basis, 16 individuals as part
        of its
        sales force in Israel. Additionally, prior to the appointment of the Receiver,
        Technoprises retained four consultants who provided to it administrative,
        accounting and legal services.
 
 **Item
        7. Major Shareholders and Related Party Transactions.**
 
 **Major
        Shareholders**
 
 **Percentages**
 
 The
        following table shows information about the beneficial ownership of ordinary
        shares as of August 12, 2005, including shares that may be acquired pursuant
        to
        options that are exercisable within 60 days of such date, by:
 
 ·
              each
                  person or entity known to own beneficially more than 5% of Technoprises
                  outstanding ordinary shares;
 
 ·
              each
                  director or officer who beneficially holds more than 1% of the
                  outstanding
                  ordinary shares; and
 
 ·
              all
                  other directors and executive officers of the company as a group.
 
 Percentage
        ownership is based on 191,182,579 ordinary shares issued and outstanding
        as of
        August 12, 2005. The shareholders listed below do not have any different
        or
        special voting rights from any other shareholders of our company. Except
        where
        otherwise indicated, we believe, based on information furnished by the owners,
        that the beneficial owners of the ordinary shares listed below have sole
        investment and voting power with respect to such shares. Approximately 40%
        of
        our issued and outstanding ordinary shares are held by U.S. residents.
 
 44
 As
        of
        August 15, 2005, there were 61 shareholders of record of ordinary shares
        of
        which 25 were registered with addresses in the United States. Such United
        States
        holders were, as of such date, the holders of approximately 25% of the issued
        and outstanding shares.
 
 **Name
                  of Beneficial Owner**
              **Number
                  of Share**
                **Beneficially
                  Owned**
              
              **Percentage**
                **of
                  Class**Apros
                  & Chay MB, Ltd. (1)
              48,500,000
              
              25.37%Prosper
                  Abitbol (2)
              18,327,027
              
              9.56%BPI
                  Inc.
              34,000,000
              
              17.78%Avigdor
                  Olshansky
              12,022,386
              
              6.29%Platinum
                  Partners Value Arbitrage Fund, LP (3)
              12,000,000
              
              5.94%Alpha
                  Capital AG (4)
              12,000,000
              
              5.94%Bristol
                  Investment Fund Ltd. (5)
              14,000,000
              
              5.00%Stonestreet
                  LP (6)
              16,000,000
              
              6.91%All
                  Directors and Executive Officers of the Company as a Group
              —
              
              —
 (1) Prosper Abitbol, the former and sole executive director of Technoprises
          Ltd.
          until his resignation on July 26, 2005, is an officer and director of Apros
          & Chay MB, Ltd. To the knowledge of Technoprises, he beneficially owned
          75%
          of the share capital of Apros & Chay MB, Ltd.. In August 2005, Technoprises
          was advised in writing by DCI USA Inc.(“DIC”) that as the record holder has
          defaulted on a pledge of shares made to DIC, DIC is the beneficial owner
          of
          these shares. The natural person at DIC who has voting and dispositive
          power over these shares is Mr. Ilan Ofir, the Chief Executive
          Officer
          at DIC.
 
 (2)
        Mr. Abitbol, the former and sole executive director of Technoprises Ltd.
        until
        his resignation on July 26, 2005, is the sole shareholder of Unicorp, Inc.,
        who
        is the record holder of these shares.
 
 (3) Comprised of (i) 3,000,000 ordinary shares and (ii) 9,000,000 ordinary
        shares underlying warrants exercisable within 60 days of the date hereof.
 
 (4) Comprised of (i) 3,000,000 ordinary share and (ii) 9,000,000 ordinary
        shares
        underlying warrants exercisable within 60 days of the date hereof.
 
 (5) Comprised of (i) 10,500,000 ordinary shares and (ii) 10,500,000 ordinary
        shares underlying warrants exercisable within 60 days of the date hereof.
 
 (6) Comprised of (i) 4,000,000 ordinary shares an (ii) 12,000,000 ordinary
        shares underlying warrants exercisable within 60 days of the date hereof.
 
 **Rights
        in Shares, Significant Changes in Shareholders and Controlling Shareholders**
 
 In
        connection with the transaction between BVR and TechnoCross, on February
        18,
        2004 we effected a 1:50 stock split of Technoprises issued and un-issued
        ordinary shares and subsequently cancelled 49 of each 50 ordinary shares.
        Subsequent to these changes, the authorized share capital of our company
        consisted of NIS 300,000 divided into 30,000,000 ordinary shares, nominal
        value
        NIS 0.01 each and the issued share capital of the Company is 9,837,701 ordinary
        shares, nominal value NIS 0.01 each. The purpose of the changes in the capital
        stock was to reduce stamp taxes in Israel which is derived from the par value
        and number of outstanding shares. Immediately thereafter, the company authorized
        additional share capital of NIS 1,700,000, divided into 170,000,000 Ordinary
        Shares, nominal value NIS 0.01 each, such that the our authorized share capital
        would be NIS 2,000,000, divided into 200,000,000 Ordinary Shares, nominal
        value
        NIS 0.01 each.
 
 45
 At a shareholders meeting held on May 31, 2004, the shareholders approved
        the
        following changes in our share capital: (i) the conversion of our ordinary
        shares from shares of NIS 0.01 par value each into shares of non par value
        each;
        and (ii) the increase of our authorized share capital by additional 300,000,000
        ordinary shares. Consequently, as of the date of the filing of this annual
        report, our authorized share capital was comprised of 500,000,000 ordinary
        shares non par value each, of which 157,182,579 were issued and outstanding
        on
        December 31, 2004.
 
 Technoprises shareholders further authorized the board of directors to effect
        a
        reverse stock split at a range of 4-8:1 within a period of six months (as
        shall
        be resolved by the Board), in the event that the market condition will indicate
        that a decrease in the number of our ordinary shares outstanding would encourage
        interest in, and promote liquidity of, our ordinary shares. As of the filing
        of
        this annual report on Form 20-F, such reverse split was not effected.
 
 **Related
        Party Transactions**
 
 *Special
        Payment to BVR’s Chief Executive Officer*
 
 In connection with the transaction between BVR and Technoprises, BVR made
        a
        one-time payment in the amount of $50,000 plus VAT to its then existing Chief
        Executive Officer, Yaron Sheinman, for his services to BVR between May 1,
        2003
        and the time of the transaction.
 
 In connection with the transaction between BVR and Technoprises, certain
        directors, executive officers, employees and service providers to Technoprises
        and its subsidiaries received 19,716,510 ordinary shares of the Company that
        otherwise would have been issued to the shareholders of Technoprises. Such
        shares are currently held in trust, for tax ruling purposes.
 
 *Apros
        & Chay and Avigdor Olshansky Participation Right*
 
 On April 1, 2004 the board of directors resolved to grant Apros & Chay and
        Avigdor Olshansky a right to participate in the investment round of the
        Subscription Agreement, dated April 21, 2004 and to purchase, at a price
        of
        $0.10 per share, up to such number of shares which will enable them to maintain
        their respective shareholdings in the Company, as of prior to the closing
        of
        such investment round on terms similar to such agreement. This participation
        right is subject to the approval of the audit committee, a further approval
        of
        the board of directors and the approval of our shareholders. The audit committee
        approved such participation right on June 20, 2004. The approval of the board
        and the shareholders has not been obtained.
 
 On June 20, 2004 the Audit Committee resolved to grant Apros & Chay and
        Avigdor Olshansky a right to participate in the investment round of the Term
        Sheet, dated June 9, 2004 and to purchase, at a price of $0.10 per share,
        up to
        such number of shares and warrants which will enable them to maintain their
        respective shareholdings in the Company, as of prior to the closing of such
        investment round on terms similar to such agreement. This participation right
        is
        subject to the approval of the board and shareholders, which is yet to be
        obtained.
 
 46
 *Watchow
        License*
 
 We license the rights to the Watchow portal from Unicorp Ltd. Prosper Abitbol,
        our Chairman and Chief Executive Officer controls Unicorp Ltd.
 
 We
        license the rights to the Watchow portal from Unicorp Ltd. Prosper Abitbol,
        our
        Chairman and Chief Executive Officer, is a Managing Director and owns all
        of the
        outstanding voting capital stock of Unicorp Ltd. As consideration for the
        license we were required to pay Unicorp and Cat4view 5% of the gross revenues
        generated from the use of the portal up to a maximum amount of royalties
        equal
        to $2,500,000. At any timer prior to August 18, 2004, Unicorp and Cat4view
        had
        the right to elect to exchange the rights to receive royalties for an aggregate
        of 20% of the shares of TelemAtik Cross-Media. On July 25, 2004, Unicorp
        and
        Cat4view exercised their right under the license. Subsequently, Unicorp and
        Cat4view agreed to receive our ordinary shares having a fair market value
        equal
        to 20% of our subsidiary TCM. Our board of directors engaged an independent
        appraiser to value the 20% of TelemAtik Cross-Media, and, based on such
        valuation, we issued 18,372,027 ordinary shares to Unicorp and 3,242,122
        ordinary shares to Cat4view. Unicorp is owned and controlled by Prosper Abitbol,
        our former Chairman of the Board and Chief Executive Officer until his
        resignation on July 12, 2005 and a major shareholder of the Company, and
        Cat4view is owned and controlled by Avigdor Olshansky, the former Chief
        Executive Officer of our wholly owned subsidiary TCM.
 
 On
        December 20, 2004 we received a loan in the principal amount of $141,000
        from
        Apros & Chay Ltd., with an annual interest rate of 12%. The loan matures by
        December 20, 2005. Apros & Chay Ltd. is controlled by Mr. Prosper Abitbol,
        who until July 13, 2005, was our Chief Executive Officer and Chairman of
        our
        board of directors.
 
 **Item
        8. Financial Information.**
 
 **Consolidated
        Statements and Other Financial Information**
 
 See Consolidated Financial Statements attached to this Form 20-F.
 
 **Legal
        Proceedings**
  (i)
        On
        March 21, 2004 a financial claim for an amount of $291,260 was filed by
        Castlenet Technology Inc. in the Magistrate’s Court of Tel-Aviv, against our
        subsidiary, Coresma Ltd. (in Liquidation), Technoprises, Yaron Sheinman and
        Aviv
        Tzidon (previous officers and directors of Techoprises) and previous officers
        of
        Coresma. Castlenet claimed that Coresma owes Castlenet $291,260 for products
        supplied to Coresma and for which Castlenet claims that Coresma has not paid.
  On
        August
        15, 2005, the Magistrate Court denied and rejected these claims.
  (ii)
        On
        June 9, 2004 Technoprises received a letter from counsel to certain directors
        of
        BVR prior to the transaction between BVR and TechnoCross claiming breach
        of
        Technoprises’ obligation to provide D&O insurance to such directors as set
        forth in Section 8.4 of the Stock Purchase Agreement between BVR and
        TechnoCross. Technoprises contacted several insurance brokers in an attempt
        to
        purchase such coverage but have been advised that such insurance is not
        available.
 
 47
 (iii)
        On
        December 30, 2004 a financial claim in the amount of approximately $38,000
        was
        filed by Red Match Ltd in the Magistrate’s Court of Tel Aviv against TCM for
        amounts owed in respect of services allegedly provided by Red Match to TCM.
        The
        claim by Red Match arises out a non-binding memorandum of understanding executed
        by the two companies relating to then contemplated business cooperation by
        the
        two companies. TCM filed its answer denying all allegations. In addition,
        TCM
        filed a counterclaim against Red Match in the amount of approximately $66,000
        in
        respect of damages caused to it by Red Match's actions and inaction, including
        factual misrepresentations.
 
 (iv)
        On
        March 27, 2005, one of Technoprises’ former attorneys commenced an action in
        seeking unpaid legal fees in the approximate amount of $41,000. Technoprises
        answer denied the complaint's material allegations.
 
 (v)
        On
        March 29, 2005, certain holders of 2004 Debenture and former employees of
        EVR,
        filed a motion with the District Court in Tel Aviv for the liquidation of
        Technoprises and EVR and for the appointment of a temporary court appointed
        liquidator. On April 18, 2005, the Court denied the plaintiffs' motion for
        the
        appointment of a temporary liquidator and set a hearing date of December
        29,
        2005 to entertain the motion of the appointment of the permanent liquidator.
 
 On
        April
        11, 2005, the holders of the 2004 Debentures filed with the court a separate
        motion for the appointment of a temporary and permanent receivers for
        Technoprises for the purpose of enforcing the 2004 Debentures. Plaintiffs'
        motion for the appointment of a temporary receiver was denied. However, on
        July
        26, 2005, the District Court in Tel Aviv granted the motion for the appointment
        of a permanent receiver for Technoprises. The court appointed Mr. Mr. Adi
        Braunstein, an Israel based attorney, as a receiver for the purpose of enforcing
        the terms of the 2004 Debentures.
  By
        their
        terms, the principal amount and accrued interest on the 2004 Debentures became
        due and payable on June 30, 2005. We have not paid the principal and accrued
        interest of approximately $735,000 (as of June 30, 2005) on these debentures.
        In
        addition, we owe to the holders of the 2004 Debentures penalties in the
        aggregate amount of $87,000 as of June 30, 2005 in respect of the delay in
        filing and effectiveness of a registration statement that we filed in October
        2004 that has not been declared effective. We granted a first priority lien
        to
        the holders of the 2004 Debentures on all of our current and future assets
        (including, without limitation, our intellectual property) with respect to
        the
        principal, accrued interest and penalties.
 
 The
        court
        appointed receiver’s mandate includes enforcing the terms of the 2004
        Debentures.
 
 **Item
        9. Offer and Listing.**
 
 **Share
        Listings and Trading Prices**
 
 The
        primary trading market for Technoprises' ordinary shares is the Over
        the
        Counter Bulletin Board Market, under the symbol "TNOLF.OB." From August 4,
        2003
        until April 26, 2004 the shares traded under the symbol "BVRT.OB"
        and from
        1998 until August 4, 2003 our shares traded on the Small Cap Market, under
        the
        symbol "BVRT." On July 19, 2005 our symbol was changed to "TNOLE.OB" as a
        result
        of Technoprises' failure to timely file its annual report on Form 20-F. The
        table below sets forth the high and low reported sales prices of our ordinary
        shares, as reported by the Nasdaq Small Cap Market and the Over the Counter
        Bulletin Board Market during the specified financial periods. These prices
        represent inter-dealer quotations without retail markup, markdown, or commission
        and may not necessarily represent actual transactions.
  48
 **Period**
              **High
                  ($)**
              **Low
                  ($)****Year**2000
              20.00
              2.002001
              4.25
              0.182002
              0.66
              0.082003
              0.37
              0.062004
              0.42
              0.12First
                  quarter 2003
              0.37
              0.10Second
                  quarter 2003
              0.32
              0.12Third
                  quarter 2003
              0.15
              0.06Fourth
                  quarter 2003
              0.28
              0.08First
                  quarter 2004
              0.41
              0.22Second
                  quarter 2004
              0.30
              0.19Third
                  quarter 2004
              0.25
              0.13Fourth
                  quarter 2004
              0.20
              0.12First
                quarter 2005
              0.29
              0.07Second
                quarter 2005
              0.15
              0.065**Most
                  Recent Six Months**August
                  2005 (through August 15, 2005)
              0.14
              0.039July
                  2005
              0.13
              0.03June
                  2005
              0.13
              0.065May
                  2005
              0.148
              0.066April
                    2005
              0.15
              0.10March
                  2005
              0.19
              0.07February
                  2005
              0.29
              0.15January
                2005
              0.171
              0.16
  On
        August
        12, 2005, the last reported sale price of our ordinary shares on the Over
        the
        Counter Bulletin Board was $0.047 per share.
  **Item
        10. Additional Information.**
 
 **Our
        Memorandum and Articles of Association**
 
 In
        February 2000, the Companies Ordinance (New Version)-1983 was replaced by
        the
        Companies Law-1999 (the “Companies Law”). Since Technoprises’ Articles were
        approved before the enactment of the Companies Law, they are not always
        consistent with the provisions of the new law. In all instances in which
        the
        Companies Law changes or amends provisions in the Companies Ordinance, thereby
        making our Articles inconsistent with the Companies Law, the provisions of
        the
        Companies Law apply (unless specifically stated otherwise in the Companies
        Law).
        Similarly, in all places that our Articles refer to a Section of the Companies
        Ordinance that has been replaced by the Companies Law, the Articles shall
        be
        understood to be referring to the relevant Section of the Companies Law.
 
 Our
        objective, as stated in our Articles and in our Memorandum of Association,
        is to
        engage in any lawful activity. We have currently outstanding only one class
        of
        securities, our Ordinary Shares, having no nominal value . Holders of Ordinary
        Shares have one vote per share, and are entitled to participate equally in
        the
        payment of dividends and share distributions and, in the event of a liquidation
        of the Company, in the distribution of assets after satisfaction of liabilities
        to creditors. No preferred shares are currently authorized. Our Articles
        may be
        amended by a resolution carried at a General Meeting by an ordinary majority
        (over 50%) of those who voted is required . Our Articles require that we
        hold
        our annual general meeting of shareholders each year no later than 15 months
        from the last annual meeting, at a time and place determined by the board
        of
        directors. No business may be commenced until a quorum of two or more
        shareholders unless such meeting is an extraordinary meeting then no business
        may be commenced until a quorum of two or more shareholders holding at least
        25%
        of the voting rights are present in person or by proxy. Shareholders may
        vote in
        person or by proxy. Resolutions regarding the following matters must be passed
        at a general meeting of shareholders:
 
 ·amendments
        to our Articles;
 
 49
 ·appointment
        or termination of our
        auditors;
 
 ·appointment
        and dismissal of
        directors;
 
 ·approval
        of acts and transactions
        requiring general meeting approval under the Israeli Companies Law;
 
 ·
              increase
                  or reduction of our authorized share capital or the rights of shareholders
                  or a class of shareholders by a Special Majority, as provided in
                  Sections
                  286 and 287 of the Israeli Companies Law;
 
 ·any
        merger as provided in section 320
        of the Israeli Companies Law; and
 
 ·
              the
                  exercise of the board of directors’ powers by the general meeting, if the
                  board of directors is unable to exercise its powers and the exercise
                  of
                  any of its powers is vital for our effective management, as provided
                  in
                  section 52(a) of the Israeli Companies Law.
 
 A
        special
        meeting of our shareholders may be convened by the board, or by request of
        one
        or more shareholders holding at least 5% of paid up share capital or by request
        of at least two directors or directors which are 25% of the than acting
        directors. Shareholders requesting a special meeting must submit their proposed
        resolution with their request. Within 21 days of receipt of the request,
        the
        board must convene a special meeting or the requesting shareholders may convene
        a meeting by themselves upon seven days’ notice to all shareholders.
 
 Our
        existing Articles adopted on May 31, 2004, provide that although directors
        are
        to be elected at an annual general meeting, between annual meetings, the
        board
        shall be empowered to appoint or dismiss directors by a majority vote of
        the
        directors in the event the board of directors is comprised of less than ten
        directors. Notwithstanding the foregoing, however, holders of the majority
        of
        the Company’s shares may appoint or remove directors by the delivery of a
        written notice of appointment or dismissal to the Company by such shareholders.
 
 Our
        existing Articles, allow the board of directors to declare a dividend to
        be paid
        to the shareholders according to their rights and benefits in the profits,
        and
        to further allow the board to decide the time of payment.
 
 **Insurance
        and Indemnification of Directors and Officers**
 
 Section
        258 of the Companies Law, 1999 (the “Israeli Companies Law”) prohibits a company
        from exculpating an officer or director from liability for the breach of
        his/her
        duty of loyalty. The company may exculpate an officer or director from liability
        for the breach of his/her duty of care, may insure his liability for a breach
        of
        these duties, or indemnify him/her for a breach, but only according to the
        provisions of the following sections:
 
 50
 Section
        259 of the Israeli Companies Law permits a company to provide in its Articles
        of
        Association that an officer or a director of the company may be exculpated,
        to
        the extent provided in the Articles, from liability for the breach of his/her
        duty of care.
 
 Section
        260A of the Israeli Companies Law permits a company to provide in its Articles
        of Association that the company may indemnify an officer or a director in
        such
        capacity, for:
 
 ·
              monetary
                  liability incurred pursuant to a judgment, including a settlement
                  or
                  arbitration decision approved by a court, in an action brought
                  by a third
                  party;
 
 ·
              reasonable
                  legal expenses incurred in an action brought against the director
                  or
                  officer by or on behalf of the company or others; and
 
 ·
              reasonable
                  legal expenses incurred in defending criminal charges of which
                  the
                  director or officer was acquitted, or as a result of a criminal
                  charge
                  that does not require proving criminal intent of which the director
                  or
                  officer was convicted.
 
 Section
        260B of the Israeli Companies Law specifies that the indemnification provision
        in a company’s Articles of Association may be a general obligation to indemnify
        in advance, provided it is limited to events the board of directors can foresee
        when providing the obligation and that it is limited to a sum the board of
        directors determines is reasonable in the circumstances, or a provision
        permitting the company to indemnify an officer or a director on an ad hoc
        basis
        after the fact.
 
 Section
        261 of the Israeli Companies Law permits a company to provide in its Articles
        of
        Association that the company may insure an officer or a director. This insurance
        may cover liability for breach of the duty of care or, to the extent the
        officer
        or director acted in good faith and has a reasonable basis to believe that
        the
        act would not prejudice the company, for the breach of the duty of loyalty.
        A
        company’s Articles of Association may also allow it to insure officers and
        directors for monetary liabilities incurred as a result of an act or an omission
        committed in connection with his serving as an officer or director of the
        company.
 
 All
        of
        these provisions are specifically limited in their scope by the Israeli
        Companies Law, which provides that a company may not indemnify an officer
        or
        director nor enter into an insurance contract that would provide coverage
        for
        any monetary liability incurred as a result of any of the following:
 
 
 ·
              a
                  breach by the officer or director of the duty of loyalty, unless
                  the
                  officer or director acted in good faith and has a reasonable basis
                  to
                  believe that the act would not prejudice the company;
 
 ·an
        intentional or reckless breach by
        the officer or director of the duty of care;
 
 ·any
        act of omission done with the
        intent to derive an illegal personal benefit; or
 
 ·any
        fine levied against the director
        or officer.
 
 Sections
        142-148 of the Registrant’s Articles of Association, as amended, provide as
        follows:
 
 The
        Company may exempt any Director, General Manager, President, CEO, Deputy
        General
        Manager, assistant General Manager and any person holding such office in
        the
        Company, even if bearing a different title, and any other manager being directly
        subordinated to the General Manager (each, an “Officer”) from his/her liability
        to the Company for breach of duty of care, to the maximum extent permitted
        by
        law, before or after the occurrence giving rise to such liability.
 
 51
 Subject
        to the provisions of the Israeli Companies Law, the Company may exempt and
        release, in advance or retroactively, any Officer from liability resulting
        from
        his/her breach of his/her duty of care to the Company.
 
 Subject
        to the provisions of the Israeli Companies Law, the Company may procure,
        as the
        board may from time to time determine, Directors’ and Officers’ liability
        insurance covering the liabilities of an Officer for any act committed by
        her/him in her/his capacity as an Officer, in respect of any of the following:
 
 ·
              breach
                  of duty of care towards the Company or towards any other person;
 
 ·
              breach
                  of fiduciary duty towards the Company; provided, that such Officer
                  acted
                  in good faith and had a reasonable basis to assume that his/her
                  action
                  would not harm the interests of the Company;
 
 ·
              financial
                  liabilities imposed on him/her in favor of a third party; or
 
 ·
              any
                  other event for which insurance of an Officer is or may be permitted.
 
 Subject
        to the provisions of the Israeli Companies Law, the Company may undertake
        in
        advance or retroactively indemnify any past or present Officer in respect
        of a
        liability or expense as detailed below, imposed on him/her as a result of
        an act
        carried out in his/her capacity as an Officer. However, if made in advance,
        such
        undertaking will be limited to circumstances that, in the Board’s opinion, are
        foreseeable at the time of the approval of the indemnification undertaking
        and
        will be limited to the amount fixed by the board as reasonable under the
        circumstances which shall not exceed 25% of the Company’s shareholders equity at
        such time.
 
 An
        indemnity, as provided above, may be issued in respect of a liability or
        expense
        as follows:
 
 ·
              a
                  monetary liability imposed on an Officer in favor of a third party
                  under a
                  judgment, including a judgment by way of compromise or judgment
                  of an
                  arbitrator approved by a court;
 
 ·
              reasonable
                  expenses of the proceedings, including legal fees, expended by
                  the Officer
                  or imposed on him by the court for proceedings initiated against
                  him by or
                  on behalf of the Company or by a third party; criminal proceedings
                  in
                  which the Officer was acquitted; or criminal proceedings in which
                  he was
                  convicted in an offense, which did not require proof of criminal
                  intent;
                  or
 
 ·
              any
                  other liability or expense for which the indemnification of an
                  Officer is
                  not precluded by Law.
 
 Subject
        to the provisions of the Israeli Companies Law, the Company may issue an
        undertaking in advance or retroactively to indemnify any person, including
        an
        Officer, who acts or acted on behalf or at the request of the Company as
        a
        director or officer of another company in which the Company, directly or
        indirectly, is a shareholder, or in which the Company has any other interest.
        Such indemnity will be in respect of a liability or expense referred to above,
        imposed on him as a result of an act carried out by him in his capacity as
        a
        director or officer of the other company. However, such undertaking, if made
        in
        advance, will be limited circumstances that, in the board’s opinion, are
        foreseeable at the time of the approval of the indemnification undertaking
        and
        will be limited to the amount set by the board as reasonable under the
        circumstances which shall not exceed 25% of the Company’s shareholders equity at
        such time.
 
 52
 Subject
        to the provisions of the Israeli Companies Law, nothing in the Articles will
        limit the Company, in any manner, from entering into an agreement of liability
        insurance, or in granting an exemption or indemnification in respect of:
 
 ·
              an
                  Officer, or a director or officer of another company as provided
                  in
                  Article 147 above, to the extent that the insurance, exemption
                  or
                  indemnity is not prohibited by law; or
 
 ·
              any
                  person who is not an officer, or a director of another company
                  as provided
                  in Article 147 above, including but not limited to employees and
                  representatives of the Company.
 
 The
        Company may adopt in the near future such corporate resolutions which will
        allow
        the Company to identify and/or insure its directors and Officers to the maximum
        extent permitted under the Israeli Companies Law and the Company’s
        Articles .
 
 **Exchange
        Controls and Other Limitations Affecting Security Holders**
  Non-residents
        of Israel may freely hold and trade our ordinary shares under general and
        specific permits issued under the Israeli Currency Control Law, 1978. Our
        Memorandum of Association and Articles of Association do not restrict the
        ownership of ordinary shares by non-residents of Israel. Neither the Memorandum
        of Association and Articles of Association nor Israeli law restrict the voting
        rights of non-residents.
 
 Under
        the
        general permit given through the Israeli Currency Control Law, 1978,
        non-residents of Israel who buy our ordinary shares inside or outside of
        Israel
        with any foreign currency are able to receive a number of types of distributions
        in freely repatriable U.S. dollars or specified other currencies. These
        distributions include dividends, proceeds from the sale of shares and any
        amounts payable on the dissolution, liquidation or winding-up of Technoprises.
  In
        the
        last several years, the Government of Israel liberalized its policies regarding
        exchange controls and investments in Israel and abroad.
 
 **Taxation**
 **Certain
        U.S. Tax Considerations**
 
 The
        following summary describes the material U.S. federal income tax consequences
        to
“U.S. Holders” (as defined below) arising from the purchase, ownership and
        disposition of our ordinary shares. This summary is based on current provisions
        of the Internal Revenue Code of 1986, as amended (the “Code”), the final,
        temporary and proposed U.S. Treasury Regulations promulgated thereunder and
        administrative and judicial interpretations thereof, all of which are subject
        to
        change, possibly with retroactive effect. For purposes of this summary, the
        term
“U.S. Holder” refers only to any of the following beneficial owners of our
        ordinary shares:
 
 ·
              an
                  individual who is either a U.S. citizen or a resident of the U.S.
                  for U.S.
                  federal income tax purposes and who is not an Israeli resident
                  for Israeli
                  tax purposes;
 
 53
 ·
              a
                  corporation (or an entity taxable as a corporation) created or
                  organized
                  under the laws of the U.S. or any political subdivision thereof;
 
 ·
              an
                  estate, the income of which is subject to U.S. federal income tax
                  regardless of the source of its income;
 
 ·
              a
                  trust (including certain trusts that are deemed to have met the
                  following
                  requirements), if (a) a U.S. court is able to exercise primary
                  supervision
                  over the administration of the trust and (b) one or more U.S. persons
                  have
                  the authority to control all the substantial decisions of the trust;
                  or
 
 ·
                    a
                        flow-through entity (such as a partnership or a limited liability
                        company
                        that is not treated as a corporation for U.S. federal tax
                        purposes), to
                        the extent the partnership or membership interests therein
                        are
                        beneficially owned by U.S. Holders.
  This
        discussion does not consider all aspects of U.S. federal income taxation
        that
        may be relevant to particular U.S. Holders by reason of their specific
        circumstances, including potential application of the alternative minimum
        tax,
        or any aspect of state, local or non-U.S. federal tax laws. In addition,
        this
        summary is directed only to U.S. Holders that hold our ordinary shares as
        capital assets and does not address the considerations that may be applicable
        to
        particular classes of U.S. Holders, including financial institutions, insurance
        companies, broker-dealers, tax-exempt organizations, persons holding our
        ordinary shares as part of a “straddle,”“hedge” or “conversion transaction,” or
        holders, directly, indirectly or through attribution, of 10% or more of the
        aggregate value or voting power of our outstanding ordinary shares. It is
        assumed for purposes of this discussion that no U.S. Holder is engaged in
        a
        trade or business in Israel or has a fixed base (such as a business office)
        or a
        permanent establishment therein.
 
 Each
        U.S.
        Holder should consult with its own tax advisor as to the particular tax
        consequences to such holder of the purchase, ownership and sale of our ordinary
        shares, including the effects of applicable state, local, foreign or other
        tax
        laws and possible changes in the tax laws.
 
 **U.S.
        Trade or Business**
 
 A
        non-U.S. corporation that is engaged in a trade or business in the United
        States
        is subject to U.S. corporate income tax with respect to its net income
        effectively connected to such trade or business. Such corporation is required
        to
        file U.S. federal corporate income tax returns annually. If the corporation
        fails to file such returns, any deductions attributable to any such U.S.
        trade
        or business that ordinarily would reduce the corporation’s U.S. federal taxable
        income may be disallowed. In such an event, the corporation would be subject
        to
        U.S. federal income tax on its gross (rather than net) income, if any, that
        is
        effectively connected to such U.S. trade or business of the corporation.
 
 Our
        management believes that we are not (and never have been) engaged in a trade
        or
        business in the United States. Accordingly, we should not be subject to any
        U.S.
        federal corporate income tax on any portion of our income. However, because
        the
        determination as to whether a non-U.S. corporation (such as ours) is engaged
        in
        a U.S. trade or business is fact-specific, the Internal Revenue Service (the
        “IRS”) may disagree with our conclusion and treat all or a portion of our income
        as taxable in the United States. Any such determination may adversely affect
        our
        cash flow from operations and may reduce our net income.
 
 54
 **Distributions
        With Respect to Our Ordinary Shares**
 
 For
        U.S. federal income tax purposes, each U.S. Holder will include in its gross
        income upon a distribution with respect to our ordinary shares the amount
        of
        cash and the fair market value of any property distributed to such holder
        and
        will also include in such gross income the amount of any Israeli income tax
        withheld by us as described below under “Israeli Taxation — Taxation of
        Non-Resident Shareholders.” In general, a distribution paid by us to a U.S.
        Holder with respect to our ordinary shares will be treated as a dividend
        to the
        extent that the distribution does not exceed our current and accumulated
        earnings and profits, as determined for U.S. federal income tax purposes.
        The
        amount of any distribution that exceeds these earnings and profits will be
        treated first as a non-taxable return of capital, reducing the U.S. Holder’s tax
        basis in its ordinary shares, and then as capital gain. An individual U.S.
        Holder’s “qualified dividend income” currently is subject to federal income tax
        at a reduced rate of 15%. For this purpose, “qualified dividend income”
        generally includes dividends paid by a foreign corporation if either (a)
        the
        stock of such corporation with respect to which the dividends are paid is
        readily tradable on an established securities market in the U.S. (including
        the
        Nasdaq National Market), or (b) such corporation is eligible for the benefits
        of
        a comprehensive income tax treaty between the jurisdiction of its formation
        and
        the U.S., which includes an information exchange program and is determined
        to be
        satisfactory by the U.S. Secretary of the Treasury. The U.S. Secretary of
        the
        Treasury has determined the current Income Tax Convention between the U.S.
        and
        Israel, as amended (the “United States-Israel Tax Treaty”) to be satisfactory
        for this purpose. Dividends paid by a foreign corporation will not qualify
        for
        the 15% U.S. federal income tax rate, however, if such corporation is treated,
        for the tax year in which the dividends are paid or the preceding tax year,
        as a
“passive foreign investment company” (“PFIC”) for U.S. federal income tax
        purposes. Based on the nature of our operations, we do not believe (as more
        fully explained below) that we will be treated as a PFIC for U.S. federal
        income
        tax purposes. Accordingly, dividend distributions with respect to our ordinary
        shares should be treated as “qualified dividend income” and, subject to the
        satisfaction by U.S. Holders of certain holding period requirements with
        respect
        to such shares, should be eligible for the reduced 15% U.S. federal income
        tax
        rate. U.S. Holders that are corporations will not be eligible for the 15%
        tax
        rate and generally will not be allowed a dividends received deduction for
        dividend distributions received on our ordinary shares.
 
 A
        cash
        dividend paid by the Company in NIS will be included in the income of U.S.
        Holders at the dollar amount of the dividend, based on the spot rate of exchange
        in effect on the date of the distribution. U.S. Holders will have a tax basis
        in
        such NIS for U.S. federal income tax purposes equal to that dollar value.
        Any
        subsequent gain or loss on the disposition of the NIS by the U.S. Holders
        arising from the exchange rate fluctuations will be taxable as ordinary income
        or loss and will be U.S.-source income or loss (rather than non-U.S.-source
        income or loss).
  Dividends
        paid by us generally will be foreign source passive income for U.S. foreign
        tax
        credit purposes. Subject to certain limitations, U.S. Holders may elect to
        claim
        as a foreign tax credit against their U.S. federal income tax liability any
        Israeli income tax withheld from dividends received on our ordinary shares
        (as
        described below under “Israeli Taxation — Taxation of Non-Resident
        Shareholders”). U.S. Holders that do not elect to claim a foreign tax credit may
        instead claim a deduction for any such Israeli income tax withheld. In addition,
        special rules apply to the computation of a foreign tax credit relating to
        “qualified dividend income.” The rules relating to the U.S. foreign tax credit
        are complex, and U.S. Holders should consult their own tax advisors to determine
        whether and to what extent they would be entitled to this credit.
 
 **Sale
        or Exchange of Ordinary Shares**
 
 Subject
        to the discussion under the heading “Passive Foreign Investment Company Status”
        below, a U.S. Holder’s sale or exchange of our ordinary shares generally will
        result in the recognition by such U.S. Holder of capital gain or loss in
        an
        amount equal to the difference between the amount realized and the U.S. Holder’s
        tax basis in the ordinary shares sold. This gain or loss will be long-term
        capital gain or loss if the ordinary shares sold have been held for more
        than
        one year at the time of the sale or exchange. If the U.S. Holder’s holding
        period on the date of the sale or exchange is one year or less, such gain
        or
        loss will be a short-term capital gain or loss. Under current law, any long-term
        capital gains realized by an individual U.S. Holder are subject to U.S. federal
        income tax generally at a 15% tax rate. Any short-term capital gains are
        taxed
        at the ordinary income tax rates. In general, any capital gain recognized
        by a
        U.S. Holder upon the sale or exchange of our ordinary shares will be treated
        as
        U.S.-source income for U.S. foreign tax credit purposes. See also “Israeli
        Taxation — Capital Gains Tax Applicable to Resident and Non-Resident
        Shareholders” for a discussion of taxation by Israel of capital gains realized
        on sales of capital assets.
 
 55
 Any
        capital loss realized upon the sale, exchange or other disposition of our
        ordinary shares generally will be deductible only against capital gains and
        not
        against ordinary income, except that in the case of non-corporate U.S. Holders,
        a capital loss is deductible in a given tax year to the extent of capital
        gains
        plus ordinary income up to $3,000.
 
 A
        U.S.
        Holder’s tax basis in its ordinary shares generally will be equal to the
        purchase price paid therefor by such holder. The holding period of each ordinary
        share owned by a U.S. Holder will begin on the day following the date of
        the
        U.S. Holder’s purchase of such ordinary share and will include the day on which
        the ordinary share is sold by such holder.
 
 **Passive
        Foreign Investment Company Status**
 
 Generally, a foreign corporation is treated as a PFIC for U.S. federal income
        tax purposes for any tax year if, in such tax year, either (i) 75% or more
        of
        the corporation’s gross income is passive (the “Income Test”), or (ii) the
        average percentage of its assets during such tax year which produce, or are
        held
        for the production of, passive income (determined by averaging the percentage
        of
        the fair market value (or adjusted tax basis in certain circumstances) of
        its
        total assets which are passive assets as of the end of each quarter of such
        year) is 50% or more (the “Asset Test”). If a non-U.S. corporation is a PFIC, a
        U.S. shareholder thereof will be required to report any gain on the sale
        of the
        shares in such corporation as ordinary income rather than capital gain and
        to
        compute the tax liability on such gain, as well as on certain dividends and
        other distributions, as if the income has been earned ratably over each day
        in
        the U.S. shareholder’s holding period for such stock. The U.S. shareholder will
        be subject to the highest ordinary income tax rate for each taxable year
        in
        which the corporation was a PFIC in which the income was treated as having
        been
        earned, regardless of the tax rate otherwise applicable to such shareholder’s
        income during such taxable years. In addition, the federal income tax
        attributable to such prior years will be increased by an interest factor.
        Furthermore, if a corporation is a PFIC, a U.S. shareholder who inherits
        shares
        in such corporation from a decedent generally is denied the normally available
        step-up in the tax basis in such shares to their fair market value on the
        date
        of death and instead will hold such shares with a tax basis equal to the
        decedent’s tax basis.
 
 Certain non-U.S. corporations that otherwise would fall within the Income
        and/or
        Asset Test are not treated as PFICs during the start-up year of such
        corporations or for the year in which any such corporation disposes of its
        active trade or business.
 
 A U.S. shareholder who beneficially owns shares of a PFIC must file Form
        8621
        (Return by a Shareholder of a Passive Foreign Investment Company or Qualified
        Electing Fund) with the IRS for each tax year it holds shares in a PFIC.
        This
        form describes any distributions received with respect to these shares and
        any
        gain realized upon the disposition of these shares.
 
 56
 For any tax year in which a non-U.S. corporation is a PFIC, a U.S. shareholder
        may make an election (a “QEF Election”) to treat such shareholder’s shares as an
        interest in a qualified electing fund. Upon such election the U.S. shareholder
        would be required to include in income currently its proportionate share
        of the
        corporation’s earnings and profits for all tax years in which the corporation
        was a PFIC, regardless of whether the corporation made any distributions
        of
        earnings and profits to the U.S. shareholder. Any gain subsequently recognized
        upon the sale by the electing U.S. shareholder of its shares in the corporation
        generally would be taxed as capital gain and any purchaser of the QEF shares
        from a decedent would obtain basis step-up in such shares to their fair market
        value on the date of death (or an alternate valuation date, if applicable).
        A
        QEF Election, once made, cannot be revoked without the permission of the
        IRS.
 
 As an alternative to a QEF Election, a U.S. shareholder in a PFIC generally
        may
        elect to mark its PFIC shares to market annually, recognizing ordinary income
        or
        loss (subject to certain limitations) equal to the difference between the
        fair
        market value of the ordinary shares and their adjusted tax basis. Losses
        would
        be allowed only to the extent of any net mark-to-market gain accrued under
        the
        election. If a mark-to-market election with respect to PFIC shares is in
        effect
        on the date of a U.S. shareholder’s death, the normally available step-up in tax
        basis of the shares to their fair market value will not be available. Rather,
        the tax basis of the shares in the hands of a U.S. shareholder who acquired
        the
        shares from a decedent will be equal to the decedent’s tax basis in such shares.
 
 We believe that we were not a PFIC in 2003 or any prior year because we met
        neither the Income nor the Asset Test for each such year. In addition, we
        believe that in connection with the disposition of substantially all of our
        business assets in 2002 and 2003 for cash we met the exception from the PFIC
        rules for corporations disposing of one or more active businesses (described
        above). Our management does not expect us to become a PFIC in the future.
        However, the factual determination of our PFIC status is made annually and
        thus
        may be subject to change, and the IRS may disagree with our determinations
        regarding our PFIC status. Therefore, there can be no assurance that we will
        not
        become a PFIC in 2004 or in a future year (or that we were not a PFIC in
        a prior
        year).
 
 If we were treated as a PFIC for U.S. federal income tax purposes for any
        year
        during a U.S. Holder’s holding period of our ordinary shares and the U.S. Holder
        did not make a QEF Election or a “mark-to-market” election as described above,
        any gain recognized by the U.S. Holder upon the sale of ordinary shares (or
        the
        receipt of certain distributions) would be treated as ordinary income. This
        income would be allocated over the U.S. Holder’s holding period with respect to
        its ordinary shares and an interest charge would be imposed on the amount
        of
        deferred tax on the income allocated to prior tax years. Such treatment could
        significantly reduce any return for a U.S. Holder with respect to its investment
        in the Company.
 
 Many aspects of the PFIC rules are complex and their application to the Company
        is not completely clear. Furthermore, future administrative guidance, possibly
        with retroactive effect, may affect our status under the PFIC rules. WE URGE
        ANY
        PROSPECTIVE PURCHASER OF OUR ORDINARY SHARES TO CONSULT ITS OWN COUNSEL
        REGARDING THE POSSIBLE EFFECT, IF ANY, OF THE PFIC RULES UPON SUCH PURCHASER.
 
 **Information
        Reporting and Backup Withholding**
 
 Any dividends paid on our ordinary shares to U.S. Holders through a U.S.
        financial institution may be subject to U.S. federal tax information reporting
        requirements. In addition, if a U.S. Holder fails to certify on Form W-9
        such
        holder’s social security number (or the federal employer identification number,
        if applicable), or upon notification by the IRS in certain circumstances,
        the
        financial institution paying the dividends on our behalf will be required
        to
        withhold U.S. backup withholding tax (currently at the tax rate of 28%).
        Furthermore, the proceeds of a U.S. Holder’s sale of our ordinary shares may be
        subject to tax information reporting and the U.S. backup withholding tax.
        Backup
        withholding generally will not apply if the U.S. Holder (i) is a corporation
        or
        other exempt recipient, or (ii) provides on Form W-9 such holder’s U.S. taxpayer
        identification number, certifies as to no loss of exemption from backup
        withholding and otherwise complies with any applicable backup withholding
        requirements. Any amounts withheld under the U.S. backup withholding tax
        rules
        will be allowed as a refund or a credit against the U.S. Holder’s regular U.S.
        federal income tax liability, provided the required information is furnished
        to
        the IRS.
 
 57
 **Certain
        Israeli Tax Considerations**
 
 The following summary describes the current tax structure applicable to
        companies in Israel, with special reference to its effect on us. It also
        discusses Israeli income tax consequences material to persons purchasing
        our
        ordinary shares. To the extent that the summary is based on new tax legislation
        yet to be judicially or administratively interpreted, we cannot be sure that
        the
        views expressed will be consistent with any future interpretation. The summary
        is not intended, and should not be considered, to be legal or professional
        tax
        advice and does not exhaust all possible tax considerations. Therefore, you
        should consult your own tax advisor about the particular tax consequences
        of an
        investment in our ordinary shares.
 
 **Tax
        Reform in Israel**
 
 On
        January 1, 2003, a comprehensive tax reform took effect in Israel. Pursuant
        to
        the reform, resident companies are subject to Israeli tax on income accrued
        or
        derived in Israel or abroad. In addition, the concept of “controlled foreign
        corporation” was introduced, according to which an Israeli company may become
        subject to Israeli taxes on certain income of a non-Israeli subsidiary if
        the
        subsidiary's primary source of income is passive income (such as interest,
        dividends, royalties, rental income or capital gains). The tax reform also
        substantially changed the system of taxation of capital gains. The Company’s
        management cannot estimate at present whether the reform will have an effect
        on
        the Company’s future results of operations.
 
 **General
        Corporate Tax Structure**
 
 On
        June
        29, 2004 the law for Amendment of the income tax ordinance (Amendment No.
        140),
        5764-2004 became effective. Following the effectiveness of this amendment,
        the
        income tax applicable to Israeli companies will be gradually reduced from
        35% in
        2004 to 30% in 2007 and going forward.
 
 **Tax
        Benefits under the Law for the Encouragement of Capital Investments, 1959**
 
 The Law for the Encouragement of Capital Investments, 1959, provides that
        upon
        application to the Investment Center of the Ministry of Industry and Commerce
        of
        the State of Israel, a proposed capital investment in eligible facilities
        may be
        designated as an Approved Enterprise. Each certificate of approval for an
        Approved Enterprise relates to a specific investment program delineated both
        by
        its financial scope, including its capital sources, and by its physical
        characteristics, such as the equipment to be purchased and utilized under
        the
        program. The tax benefits derived from any certificate of approval relate
        only
        to taxable income derived from growth in manufacturing revenues attributable
        to
        the specific Approved Enterprise. If a company has more than one approval
        or
        only a portion of its capital investments are approved, its effective tax
        rate
        is the result of a weighted combination of the applicable rates. The tax
        benefits under the law are not available for income derived from products
        manufactured outside of Israel.
 
 58
 Taxable income of a company derived from an Approved Enterprise is subject
        to
        tax at the maximum rate of 25%, rather than the usual rate of 36%, for the
        benefit period. This period is ordinarily seven years beginning with the
        year in
        which the Approved Enterprise first generates taxable income, and is limited
        to
        12 years from when production begins or 14 years from the date of approval,
        whichever is earlier. A company owning an Approved Enterprise may elect to
        receive an alternative package of benefits, which allows the company to receive
        tax exemptions rather than grants. Under the alternative package, the company’s
        undistributed income derived from an Approved Enterprise will be exempt from
        tax
        for a period of between two and ten years from the first year of taxable
        income,
        depending on the geographic location of the Approved Enterprise within Israel,
        and the company will be eligible for the tax benefits under the law for the
        remainder of the benefit period.
 
 The Investment Center bases its decision of whether to approve or reject
        a
        company’s application for designation as an Approved Enterprise on criteria
        described in the law and related regulations, the then prevailing policy
        of the
        Investment Center and the specific objectives and financial criteria of the
        applicant. Therefore, a company cannot be certain in advance whether its
        application will be approved. In addition, the benefits available to an approved
        enterprise are conditional upon compliance with the conditions stipulated
        in the
        law and related regulations and the criteria described in the specific
        certificate of approval. If a company violates these conditions, in whole
        or in
        part, it would be required to refund the amount of tax benefits and any grants
        received plus an amount linked to the Israeli consumer price index and interest.
 
 Certain of BVR’s affiliates enjoyed Approved Enterprise benefits. Currently,
        neither the Company nor any of its affiliates enjoys Approved Enterprise
        benefits.
 
 **Tax
        Benefits for Research and Development**
 
 Israeli tax law allows a tax deduction in the year incurred for expenditures,
        including capital expenditures, in scientific research and development projects,
        if the expenditures are approved by the relevant Israeli government ministry
        and
        the research and development is for the promotion of the enterprise.
        Expenditures not so approved are deductible over a three-year period.
 
 **Tax
        Benefits Under the Law for the Encouragement of Industry (Taxes), 1969**
 
 According to the Law for the Encouragement of Industry (Taxes), 1969, an
        industrial company is a company resident in Israel, at least 90% of the income
        of which, exclusive of income from defense loans, capital gains, interest
        and
        dividends, is derived from an industrial enterprise owned by it. An industrial
        enterprise is defined as an enterprise whose primary activity in a given
        tax
        year is industrial production activity. We believe that we currently qualify
        as
        an industrial company under this definition.
 
 Under
        the
        law, industrial companies are entitled to the following preferred corporate
        tax
        benefits:
 
 ·
              deduction
                  of purchases of know-how and patents over an eight-year period
                  for tax
                  purposes;
 
 ·
              the
                  option to file a consolidated tax return with related Israeli industrial
                  companies that satisfy conditions described in the law; and
 
 ·
              accelerated
                  depreciation rates on equipment and buildings.
 
 59
 Our status as an industrial company is not contingent upon the receipt of
        prior
        approval from any governmental authority. However, entitlement to certain
        benefits under the law is conditioned upon receipt of approval from Israeli
        tax
        authorities. Also, the Israeli tax authorities may determine that we do not
        qualify as an Industrial Company, which would entail the loss of the benefits
        that relate to this status. In addition, we might not continue to qualify
        for
        Industrial Company status in the future, in which case the benefits described
        above might not be available to us in the future.
 
 **Special
        Provisions Relating to Taxation Under Inflationary Conditions**
 
 The Income Tax Law (Inflationary Adjustments), 1985 represents an attempt
        to
        overcome the problems presented to a traditional tax system by an economy
        undergoing inflation. The law is highly complex. Its features that are material
        to us can be described as follows:
 
 ·
              Under
                  a special tax adjustment for the preservation of equity, corporate
                  assets
                  are classified broadly as either (a) fixed or inflation immune
                  assets or
                  (b) non-fixed or soft assets. If the corporation’s equity exceeds the
                  depreciated cost of a company’s fixed assets, the company may take a
                  deduction which takes into account the effect of the annual inflationary
                  change on such excess in any tax year of up to 70% of income with
                  the
                  excess being carried forward on a linked basis. The amount of the
                  deduction is determined by multiplying this excess by the annual
                  rate of
                  inflation. If the depreciated cost of fixed assets exceeds a company’s
                  equity, then this excess is multiplied by the annual rate of inflation.
                  The resulting amount is added to taxable income.
 
 ·
              Subject
                  to limitations described in the law, depreciation deductions on
                  fixed
                  assets and losses carried forward are adjusted for inflation based
                  on the
                  increase of the Israeli consumer price index.
 
 ·
              Real
                  gains, excluding inflationary gains, on traded securities held
                  by
                  companies that are not dealers in securities are taxable under
                  the law,
                  subject to rules that were modified as of January 1, 1999.
 
 ·
              In
                  2001, new regulations were enacted regarding inflationary adjustments.
                  Pursuant to these regulations, the minister of finance is entitled
                  to
                  suspend the application of the law of inflationary adjustment with
                  respect
                  to a tax year, if the inflation rate for that tax year was less
                  than 3
                  percent in the previous year.
 
 **Capital
        Gains Tax Applicable to Resident and Non-Resident Shareholders**
 
 Israeli law generally imposes a capital gains tax on the sale of capital
        assets
        located in Israel, including shares in Israeli resident companies, by both
        residents and non-residents of Israel, unless a specific exemption is available
        or unless a treaty between Israel and the country of the non-resident provides
        otherwise. Regulations promulgated under the Israeli Income Tax Ordinance
        provided for an exemption from Israeli capital gains tax for gains accrued
        before January 1, 2003 and derived from the sale of shares of “industrial
        companies” that are traded on specified non-Israeli markets, including The
        Nasdaq Stock Market, provided that the sellers purchased their shares either
        in
        the company’s initial public offering or in public market transactions
        thereafter. This exemption does not apply to shareholders who are in the
        business of trading securities, or to shareholders that are Israeli resident
        companies subject to the Income Tax (Adjustments for Inflation) Law — 1985. We
        believe that we are currently an industrial company, as defined in the
        Encouragement of Industry (Taxes) Law — 1969. The status of a company as an
        industrial company may be reviewed by the tax authorities from time to time.
        There can be no assurance that the Israeli tax authorities will not deny
        our
        status as an industrial company, including with retroactive effect.
 
 60
 On January 1, 2003, the Law for Amendment of the Income Tax Ordinance (Amendment
        No. 132), 5762-2002, known as the tax reform, came into effect thus imposing
        capital gains tax at a rate of 15% on gains derived on or after January 1,
        2003
        from the sale of shares in Israeli companies publicly traded on a recognized
        stock exchange outside of Israel. This tax rate does not apply to: (1) dealers
        in securities; (2) shareholders that report in accordance with the Income
        Tax
        Law (Inflationary Adjustment) — 1985; or (3) shareholders who acquired their
        shares prior to an initial public offering. The tax basis of shares acquired
        prior to January 1, 2003 will be determined in accordance with the average
        closing share price in the three trading days preceding January 1, 2003.
        Non-Israeli residents will be exempt from Israeli capital gains tax on gains
        derived from the sale of shares publicly traded on the Nasdaq. Notwithstanding
        the foregoing, dealers in securities in Israel are taxed at regular tax rates
        applicable to business income. In any event, the provisions of the tax reform
        do
        not affect the exemption from capital gains tax for gains accrued before
        January
        1, 2003, as described in the previous paragraph.
 
 **Taxation
        of Non-Resident Shareholders**
 
 Non-residents of Israel are subject to Israeli income tax on income accrued
        or
        derived from sources in Israel, including passive income such as dividends,
        royalties and interest. Under the United States-Israel Tax Treaty, on
        distributions of cash dividends to a U.S. Resident, Israeli income tax at
        the
        rate of 25% will be withheld at the source. The rate of such withholding
        tax
        will be reduced to 12.5% for dividends not generated by an Approved Enterprise
        (within the meaning of Israel’s Encouragement of Capital Investments Law (1959))
        if the payee of the dividend is a U.S. Resident that is a U.S. corporation
        which
        beneficially owns 10% or more of our voting power throughout a certain period,
        and 15% for dividends paid by an Approved Enterprise that meets these
        conditions. To be eligible for these reduced withholding tax rates, the gross
        income of the payor corporation must meet certain requirements.
 
 **Foreign
        Exchange Regulations**
 
 Non-residents of Israel who hold our ordinary shares are able to receive
        any
        dividends, and any amounts payable upon the dissolution, liquidation and
        winding
        up of our affairs, freely repatriable in non-Israeli currency at the rate
        of
        exchange prevailing at the time of conversion. However, Israeli income tax
        is
        required to have been paid or withheld on these amounts. In addition, the
        statutory framework for the potential imposition of exchange controls has
        not
        been eliminated, and may be restored at any time by administrative action.
 
 **Documents
        on Display**
 
 We are subject to the informational requirements of the Securities Exchange
        Act
        of 1934, as amended. In accordance with these requirements, we file reports
        and
        other information with the SEC. These materials, including this Annual Report
        and its exhibits, may be inspected and copied at the SEC’s Public Reference Room
        at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the SEC's regional
        office at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
        of these documents are also available at the SEC’s website, http://www.sec.gov.
        Copies of the material may be obtained by mail from the public reference
        branch
        of the Securities and Exchange Commission at this address at rates specified
        by
        the Securities and Exchange Commission. Please call the Securities and Exchange
        Commission at 1-800-SEC- 0330
        for
        further information on the public reference room.
 
 61
 **Item
        11. Quantitative and Qualitative Disclosure of Market Risk.**
 
 Market risk is the risk of loss related to changes in market prices, including
        interest rates and foreign exchange rates, of financial instruments that
        may
        adversely impact our consolidated financial position, results of operations
        or
        cash flows.
 
 Our business plan contemplated that we develop and manufacture products in
        Israel and intend to sell them in the U.S., Israel and other countries. As
        a
        result, our financial results could be affected by factors such as changes
        in
        foreign currency exchange rates or weak economic conditions in foreign markets.
        A strengthening of the dollar could make future products less competitive
        in
        foreign markets. In addition, the lower value of the dollar compared to the
        NIS
        increases the operating expenses reported in our financial statements. As
        Technoprises has no short-term investments, it does not believe that there
        is
        any material market risk exposure. Therefore, no quantitative tabular
        disclosures are required.
 
 **Item
        12. Description of Securities Other than Equity Securities.**
 
 Not applicable.
 
 **PART
        II**
 
 **Item
        13. Defaults, Dividend Arrearages and Delinquencies.**
 
 The
        principal on certain of the convertible debentures that Technoprises issued
        in
        June and July of 2004 and accrued interest became due on June 30, 2005. The
        principal and accrued interest aggregate approximately $735,000 as of June
        30,
        2005. In addition, we owe to the holders of the 2004 Debentures penalties
        in the
        aggregate amount of $87,000 as of June 30, 2005 in respect of the delay in
        filing and effectiveness of a registration statement that we filed in October
        2004 that has not been declared effective. Payment on these notes has not
        been
        made. These holders of these notes have a lien on all of our assets. In
        addition, the aggregate principal amount of $150,000 at a per annum interest
        rate of 12.5%) was advanced to the Company between December 2004 and January
        2005. These amounts came due on June 30, 2005 and as of such date aggregate
        $161,000.
  As
        of
        June 30, 2005, Technoprises was required to pay down approximately $100,000
        in
        principal amount and accrued interest owed to Bank Hapoalim. As of the filing
        of
        this report, that amount has not been paid.
 
 **Item
        14. Material Modifications to the Rights of Security Holders and Use of
        Proceeds.**
 
 Not applicable.
 
 **Item
        15. Controls and Procedures**
  As
        of the
        end of the period covered by this report, we carried out an evaluation of
        the
        effectiveness of the design and operation of our disclosure controls and
        procedures (as defined in Exchange Act Rule 13-d-15(e) and 15d-15(e)). Based
        upon that evaluation and management's assessment of the potential effect
        of the
        material weakness described below, the acting Principal Financial Officer
        (and
        Principal Accounting Officer) concluded that as of the end of the period
        covered
        by this report our disclosure controls and procedures were effective to enable
        us to record, process, summarize and report information required to be included
        in our periodic SEC filings within the required time period.
 
 62
 **DISCLOSURE
        CONTROLS AND INTERNAL CONTROLS**
 
 Disclosure
        Controls are procedures that are designed with the objective of ensuring
        that
        information required to be disclosed in our reports filed under the Securities
        Exchange Act of 1934 ("Exchange Act"), such as this quarterly report, is
        recorded, processed, summarized and reported within the time periods specified
        in the SEC's rules and forms. Disclosure Controls are also designed with
        the
        objective of ensuring that such information is accumulated and communicated,
        as
        appropriate to allow timely decisions regarding required disclosure. Internal
        Controls are procedures which are designed with the objective of providing
        reasonable assurance that (1) our transactions are properly authorized, recorded
        and reported; and (2) our financial statements are presented in conformity
        with
        generally accepted accounting principles.
 
 In
        connection with the audit of our financial statements for the year ended
        December 31, 2004, Ziv Haft, Certified Public Accountants (Isr) BDO Member
        Firm,
        our independent registered public accounting firm (“Ziv”) noted that there were
        material weaknesses in our controls over financial reporting under standards
        established by the Public Accounting Oversight Board with respect to certain
        matters. The issues raised by Ziv relate to the following: (i) the fact that
        we
        did not have an internal controller (or an individual functioning in that
        role)
        on a permanent basis, (ii) the high turn-over rate of our internal accounting
        staff over the past 12 months, (iii) the lack of segregation of duties and
        (iv)
        the unnecessarily complex nature of our business structure.
 
 Any
        remedial action to address these factors is subject to raising additional
        capital and further subject to the decisions taken by the Receiver as to
        the
        future course of Technoprises (which decisions are subject to the approval
        of
        the District Court in Tel Aviv overseeing the receiviership).
 
 **CHANGES
        IN INTERNAL CONTROL OVER FINANCIAL REPORTING**
 
 There
        were no changes in our internal controls over financial reporting that occurred
        during the reported period that have materially affected, or are reasonably
        likely to materially affect, our internal control over financial
        reporting.
 
 **Item
        16.A -** ***Audit
        Committee Financial Expert***
 
 We
        do not
        currently have an "audit committee financial expert".
 
 **Item
        16.B -** ***Code
        of Ethics***
 
 Technoprises
        has adopted a code of business conduct and ethics that is applicable
        to all
        our directors, officers and employees including principal executive, financial
        and accounting officers and persons performing similar functions. Written
        copies
        are available upon written request.
  The Company will provide a copy of the Code of Ethics to any person, without
        charge, addressed to the Receiver in Tel Aviv, Israel.
 
 63
 **Item
        16.C -** ***Principal
        Accountant Fees and Services***
 
 Our
        2003
        and 2004 financial statements have been audited by Ziv Haft, certified public
        accountants (Israel), a member of BDO. We paid our auditors the following
        fees
        for professional services in each of the last two fiscal years:
 
 **Year
                  Ended December 31****2003**
              
              **2004**(U.S.
                  dollars in thousands)Audit
                  Fees
              
              
              35,000
              
              
              35,000Audit-Related
                  Fees
              
              
              —
              
              
              —Tax
                  Fees
              
              
              19,953
              
              
              12,000All
                  Other Fees
              
              
              12,183
              
              
              —Total
              
              
              37,136
              
              
              12,000
 
 “Audit Fees” are the aggregate fees billed for the audit of our annual financial
        statements. This category also includes services generally provided by the
        independent auditor, such as statutory audits required by the Office of the
        Chief Scientist and other Israeli government entities, consents and assistance
        with and review of documents filed with the SEC. “Audit Related Fees” are the
        aggregate fees billed for assurance and related services that are reasonably
        related to the performance of the audit and are not reported under Audit
        Fees.
        These fees include mainly accounting consultations regarding the accounting
        treatment of matters that occur in the regular course of business, implications
        of new accounting pronouncements and other accounting issues that occur from
        time to time. “Tax Fees” are the aggregate fees billed for professional services
        rendered for tax compliance and tax advice, other than in connection with
        the
        audit. Tax compliance involves preparation of original and amended tax returns,
        tax planning and tax advice. “Other Fees” relate to permissible services
        provided by the independent auditors that do not fall into the three
        above-mentioned categories.
 
 Our Audit Committee adopted in 2004 a pre-approval policy for the engagement
        of
        our independent accountant to perform permitted audit and non-audit services.
        Under this policy, which is designed to assure that such engagements do not
        impair the independence of our auditors, the Audit Committee pre-approves
        annually a range of specific audit and non-audit services in the categories
        of
        Audit Service, Audit-Related Services, Tax Services and other services that
        may
        be performed by our independent accountants, and the maximum pre-approved
        fees
        that may be paid as compensation for each pre-approved service in those
        categories. Any proposed services exceeding the maximum pre-approved fees
        require specific approval by the Audit Committee.
 
 **Item
        16.D -** ***Exemptions
        from the Listing Standards for Audit Committees***
 
 Not applicable to Registrant.
 
 **Item
        16.E -** ***Purchases
        of Equity Securities by the Issuer and Affiliated Purchasers***
 
 Neither Technoprises nor any affiliated purchaser purchased any equity
        securities of Technoprises during 2004.
 
 **Item
        17. Financial Statements.**
 
 Not applicable.
 
 **Item
        18. Financial Statements.**
 
 See Financial Statements attached.
 
 64
 **Item
        19. Exhibits.**
 
 (a)     Index
        to Financial Statements
 
 (b)     Exhibits
 
 
 **ExhibitNumber**
              
              **Description**3.1*
              
              Articles
                  of Association of the Company4.1*
              
              Letter
                  Agreement Re: TV Gate Technology, dated December 17, 2003, between
                  Comverse Ltd. and Prosper Abitbol on behalf of Apros & Chay
                  Technoprises Ltd.4.2*
              
              Share
                  Purchase Agreement, dated December 22, 2003, among BVR Technologies
                  Ltd.,
                  Technoprises Apros & Chay Ltd., Apros & Chay MB Ltd., Prosper
                  Abitbol and Avigdor Olshansky4.3*
              
              Subscription
                  Agreement, dated February 18, 2004, among the Company and the subscribers
                  listed therein4.4*
              
              Form
                  of C-2004-FEB A Warrant, dated February 18, 2004, issued by the
                  Company4.5*
              
              Form
                  of C-2004-FEB B Warrant, dated February 18, 2004, issued by the
                  Company4.6*
              
              Form
                  of C-2004-FEB C Warrant, dated February 18, 2004, issued by the
                  Company4.7*
              
              Exclusive
                  License Agreement, dated February 18, 2004, among Unicorp Ltd.,
                  Cat4view
                  and Technoprises Apros & Chay Ltd.4.8*
              
              Letter
                  Agreement, dated March 1, 2004, between Comverse Ltd. and Prosper
                  Abitbol4.9*
              
              Securities
                  Purchase Agreement, dated April 16, 2004, among the Company and
                  the
                  investors listed therein4.10*
              
              Registration
                  Rights Agreement, dated April 16, 2004, among the Company and the
                  investors listed therein4.11*
              
              Warrant,
                  dated April 16, 2004, issued by the Company to Econor Investments
                  Corporation4.12*
              
              Form
                  of Class 2004-A Warrant, dated April 21, 2004, issued by the Company4.13*
              
              Form
                  of Class 2004-B Warrant, dated April 21, 2004, issued by the Company4.14*
              
              Form
                  of Class 2004-C Warrant, dated April 21, 2004, issued by the Company4.15
                  +
              
              Share
                  Purchase Agreement, dated August 24, 2004, among the Company, EVR
                  and
                  Araneo Ltd.4.16*
              
              Translation
                  of Agreement dated May 20, 2004 between the Company and Bank Hapoalim4.17*
              
              Warrant
                  to Purchase Ordinary Shares, dated May 20, 2004 issued to Bank
                  Hapoalim4.18*
              
              Joint
                  Development and Technology Agreement, dated May 28, 2004, between
                  Lucent
                  Technologies and the Company4.19*
              
              Term
                  Sheet, dated June 9, 2004, between the Company and Duncan Capital
                  LLC4.20*
              
              Agreement
                  dated February 17, 2004, among TCM, Dr. Levanon and Dr. Lossos4.21
                  +
              
              Form
                  of 5% Secured Convertible Promissory Note, dated June 30, 2004
                  and July
                  23, 20044.22
                  +
              
              Distribution
                  Agreement between the Company and Jiangsu Yitong Ltd.4.23
              
              Decision
                of the Destrict Court of Tel-Aviv-Jaffa appointing a Receiver for
                Technoprises Ltd. (Translated from Hebrew Original)10.1
              
              Consents
                  of Ziv Haft, Certified Public Accountants (Isr.)12.1
              
              Certificate
                pursuant to Section 302 of the Sarbones-Oxley Act of
                200213.1
              
              Certification
                pusuant to Section 906 of the Sarbones-Oxley Act of
                2002
 
 *
            Incorporated by reference to our annual report on Form 20-F for
          the
          fiscal year ended December 31, 2003.
 +
         
        Incorporated by reference to our registration statement on Form F-1 filed
        on
        September 9, 2004.
  65
  **SIGNATURES**
 
 Pursuant
        to the requirements of Section 12 of the Securities Exchange Act of 1934,
        the
        Registrant certifies that it meets all of the requirements for filing on
        Form
        20-F and has duly caused this Annual Report to be signed on its behalf by
        the
        undersigned, thereunto duly authorized.
  TECHNOPRISES
                  LTD.Date: August
                16, 2005
              By:
              /s/ Adi
                BraunsteinName:
                    Adi BraunsteinTitle:
                  Court Appointed Receiver Appointed on July 26, 2005 by the District
                  Court,
                  Tel Aviv-Jaffa [Civil Case 001424 / 05] and Acting Principal Executive
                  Officer (and Principal Financial and Accounting
                  Officer)
 
 66


**TECHNOPRISES
        LTD.**
 **(Formerly:
        “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
        Development Stage Company)**
 
 **2004
        ANNUAL REPORT**
 
 **2004
        CONSOLIDATED FINANCIAL STATEMENTS**
 
 
 **TABLE
        OF CONTENTS**
 
 **Page**REPORT
                  OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              F-1CONSOLIDATED
                  FINANCIAL STATEMENTS:Balance
                  Sheet
              F-2Statement
                  of Operations
              F-4Statement
                  of Changes in Shareholders’ Deficiency
              F-5Statement
                  of Cash Flows
              F-6Notes
                  to Financial Statements
              F-7
 
 
 **The
        amounts are stated in U.S. dollars ($).**
 ______________________
 _____________
 ______
  
 
 **Report
        of Independent Registered Public Accounting Firm**
 **To
        the Shareholders and Board of Directors of**
 **TECHNOPRISES
        LTD.**
 **(Formerly:
        “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
        Development Stage Company)**
 
 We
        have
        audited the accompanying consolidated balance sheet of Technoprises Ltd.
        (formerly: “B.V.R. Technologies Ltd.”) (a Development Stage Company) (the
        "Company") and its subsidiaries as of December 31, 2004 and the related
        consolidated statements of operations, changes in shareholders’ deficiency and
        cash flows for the period commencing January 8, 2004 (inception) to December
        31,
        2004. These financial statements are the responsibility of the Company’s
        management. Our responsibility is to express an opinion on these financial
        statements based on our audit.
 
 We
        conducted our audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the 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 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 audit 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 the Company
        and
        its subsidiaries as of December 31, 2004, and the related consolidated results
        of operations and cash flows for the period commencing January 8, 2004
        (inception) to December 31, 2004, in conformity with accounting principles
        generally accepted in the United States of America.
 
 As
        discussed in Note 1A1(d) to the consolidated financial statements, the Company
        changed its accounting treatment for the recapitalization transaction and
        reclassified certain expenses in the statement of operations.
 
 The
        accompanying consolidated financial statements have been prepared assuming
        that
        the Company will continue as a going concern. As discussed in Note 1A1(C)
        to the
        consolidated financial statements, the Company has suffered losses from
        operations and has negative cash flows from operations that raises substantial
        doubt about the Company’s ability to continue as a going concern. In addition,
        as discussed in Note 10B6 to the consolidated financial statements, on July
        26,
        2005 the court appointed a permanent receiver to the Company. The consolidated
        financial statements do not include any adjustments to reflect the possible
        future effects on the recoverability and classification of assets or the
        amount
        and classification of liabilities that may result from the outcome of these
        uncertainties.
 
 Tel-Aviv,
        Israel
 July
        26,
        2005
 Ziv
        Haft
 Certified
        Public Accountants (Isr.)
 BDO
        Member Firm
  F-1
  **TECHNOPRISES
          LTD.**
 **(Formerly:
          “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
          Development Stage Company)**
  CONSOLIDATED
          BALANCE SHEET
  **December
                  31,****2004****(in
                  thousands)****ASSETS:****CURRENT
                  ASSETS:**Cash
                  and cash equivalents
              
              $
              151Trade
                  accounts receivable
              
              
              76Other
                  current assets
              
              
              45Inventories
              
              
              109Total
                  current assets
              
              
              381**PROPERTY
                  AND EQUIPMENT, NET (Note 3)**
              
              
              100**OTHER
                  ASSETS, NET (Note 4)**
              
              
              46Total
                  assets
              
              $
              527
  **The
        accompanying notes are an integral part of the consolidated financial
        statements.**
  F-2
  **TECHNOPRISES
        LTD.**
 **(Formerly:
        “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
        Development Stage Company)**
  **CONSOLIDATED
        BALANCE SHEET**
  **December
                  31,****2004****(in
                  thousands)****LIABILITIES
                  AND SHAREHOLDERS’ DEFICIENCY:****CURRENT
                  LIABILITIES:**Accounts
                  payable and accruals:Trade
              
              $
              269Other
                  (Note 13A)
              
              
              2,644Warrants
                  (Note 5)
              
              
              478Loans
                  from other (Note 6)
              
              
              215Convertible
                  note (Note 7)
              
              
              354Total
                  current liabilities
              
              
              3,960**LONG-TERM
                  LIABILITIES:**Accounts
                  payable (Note 8)
              
              
              75**REDEEMABLE
                  SHARES (Note 9)**
              
              
              450**COMMITMENTS****AND CONTIGENCIES (Note 10)****SHAREHOLDERS’
                  DEFICIENCY (Note 11):**Share
                  capital - ordinary shares of non par value (authorized: December
                  31, 2004
                  -
                500,000,000
                  shares; issued and outstanding: December 31, 2004 - 157,182,579
                  shares)
              
              
              -Additional
                  paid-in capital
              
              
              16,453Deficit
                  accumulated during the development stage
              
              
              (20,411
              )Total
                  shareholders’ deficiency
              
              
              (3,958
              )Total
                  liabilities and shareholders’ deficiency
              
              $
              527
 F-3
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
  **CONSOLIDATED
        STATEMENT OF OPERATIONS**
 
 
 **Period
                  frominception(January 8, 2004)to December
                  31,****2004****(in
                  thousands, except per share amounts)**Revenues
              
              $
              190Cost
                  of revenues
              
              
              9397Software
                  development costs
              
              
              842Purchased
                  computer software (see Note 13B1)
              
              
              2,275General
                  and administrative expenses
              
              
              13,857Operating
                  loss
              
              
              (16,877
              )Financial
                  expenses, net (Note 13B2)
              
              
              2,194Other
                  expenses (Note 13B3)
              
              
              1,340Loss
                  before taxes on income
              
              
              (20,411
              )Taxes
                  on income (Note 12)
              
              
              -Net
                  loss
              
              $
              (20,411
              )Basic
                  and diluted loss per share (Note 13C)
              
              $
              (0.18
              )Weighted
                  average number of shares outstanding (Note 13C)
              
              
              113,612
 
 **The
        accompanying notes are an integral part of the consolidated financial
        statements.**
  F-4
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
  **CONSOLIDATED
        STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIENCY**
 
 **Share
                  Capital**
              
              **Additional**
              
              **Deficit
                  Accumulated During the****Number
                  of Shares**
              
              **Amount**
              
              **Paid-In
                  Capital**
              
              **Development
                  Stage**
              
              **Total****(in
                  thousands, except shares)****Balance
                  at January 8, 2004 (inception)**
              
              
              -
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              -**Changes
                  during the period:**Recapitalization
                  of the Company in February (Note 1A1(b), 2A)
              
              
              *
                  57,280,264
              
              
              129
              
              
              (129
              )
              
              -
              
              
              -Issuance
                  of shares to the shareholders of the public shell (Note 1A1(b),
                  2A)
              
              
              9,837,701
              
              
              24
              
              
              (24
              )
              
              -
              
              
              -Issuance
                  of shares for services and others in February relating to the
                  recapitalization (Note 2A)
              
              
              21,509,045
              
              
              48
              
              
              6,835
              
              
              -
              
              
              6,883Issuance
                  of shares and warrants in March relating to the recapitalization,
                  net of
                  issuance costs of $16 thousand (Note 2C)
              
              
              7,500,000
              
              
              17
              
              
              693
              
              
              -
              
              
              710Issuance
                  of shares and warrants in April, net of issuance costs of $322
                  thousand
                  (Note 2D)
              
              
              22,500,000
              
              
              49
              
              
              1,806
              
              
              -
              
              
              1,855Changes
                  in shares par value from NIS 0.01 par value each, into non par
                  value
              
              
              -
              
              
              (267
              )
              
              267
              
              
              -
              
              
              -Issuance
                  of shares in July (Note 2G)
              
              
              5,200,000
              
              
              -
              
              
              988
              
              
              -
              
              
              988Issuance
                  of shares in July (Note 2I)
              
              
              7,000,000
              
              
              -
              
              
              1,680
              
              
              -
              
              
              1,680Beneficial
                  conversion features in July
              
              
              -
              
              
              -
              
              
              800
              
              
              -
              
              
              800Conversion
                  of convertible note in August
              
              
              2,011,420
              
              
              -
              
              
              15
              
              
              -
              
              
              15Issuance
                  of shares in August (Note 2E)
              
              
              480,000
              
              
              -
              
              
              64
              
              
              -
              
              
              64Issuance
                  of shares in November (Note 10C2)
              
              
              21,614,149
              
              
              -
              
              
              3,458
              
              
              -
              
              
              3,458Net
                  loss for the period
              
              
              -
              
              
              -
              
              
              -
              
              
              (20,411
              )
              
              (20,411
              )**Balance
                  at December 31, 2004**
              
              
              154,932,579
              
              $
              -
              
              $
              16,453
              
              $
              (20,411
              )
              $
              (3,958(
 
 *  Excludes
        2,250,000 redeemable shares issued to Comverse (Note 2B).
 
 **The
        accompanying notes are an integral part of the consolidated financial
        statements.**
  F-5
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
  **CONSOLIDATED
        STATEMENT OF CASH FLOWS**
 
 **Period
                  from inception (January 8, 2004) to December 31,****2004****(in
                  thousands)****CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Net
                  loss
              
              $
              (20,411
              )Adjustments
                  to reconcile net loss to net cash provided by operating
                  activities:Depreciation
                  and amortization
              
              
              21Amortization
                  of convertible note issuance costs
              
              
              36Amortization
                  of convertible note beneficial conversion features
              
              
              287Issuance
                  of shares against expenses
              
              
              13,076Revaluation
                  of warrants
              
              
              381Changes
                  in operating assets and liabilities:Increase
                  in trade receivables
              
              
              (76
              )Increase
                  in other current assets
              
              
              (45
              )Increase
                  in inventories
              
              
              (109
              )Increase
                  in trade payables
              
              
              269Increase
                  in other accounts payable
              
              
              2,719Increase
                  in redeemable shares against purchased computer software
              
              
              450**Net
                  cash used in operating activities**
              
              
              (3,402
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES:**Purchase
                  of property and equipment
              
              
              (121
              )**Net
                  cash provided by investing activities**
              
              
              (121
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES:**Receipts
                  of loans
              
              
              215Issuance
                  of warrants
              
              
              97Issuance
                  of convertible note
              
              
              900Convertible
                  note issuance costs
              
              
              (103
              )Issuance
                  of shares and warrants, net of issuance cost of $338
                  thousand
              
              
              2,565**Net
                  cash provided by financing activities**
              
              
              3,674**NET
                  INCREASE IN CASH AND CASH EQUIVALENTS**
              
              
              151**CASH
                  AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD**
              
              
              -**CASH
                  AND CASH EQUIVALENTS AT END OF THE YEAR**
              
              $
              151
  **The
        accompanying notes are an integral part of the consolidated financial
        statements.**
  F-6
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        1 - Summary of Significant Accounting Policies:**
  **A.** **General:**
  A
        description of the business and significant accounting policies are as
        follows:
  1. The
        Company:
  a. Technoprises
        Ltd. (formerly: “B.V.R. Technology Ltd.”) (together with its subsidiaries “the
        Company”) is an Israeli development stage company enterprise as defined by FASB
        Statement No. 7 “Accounting and Reporting by Development Stage
        Enterprises”. The
        Company operates in one business segment - distribution of content via Broadband
        Networks. The Company develops software solutions for telecommunication
        providers, media distributors and creators and large corporate enterprises
        leveraging next-generation network technology.
  b. On
        February 18, 2004 the Company shareholders approved issuance of 88,539,309
        ordinary shares of the Company to the shareholders of “Technocross Ltd.”
        (formerly: “Technoprises Apros & Chay Ltd.”) (“Technocross”), a development
        stage company incorporated on January
        8, 2004, and other parties, which equals to 90% of the issued share capital
        of
        the Company after the said issuance. In accordance with the issuance of the
        shares the Company purchased all of the issued and outstanding share capital
        of
        Technocross (see Note
        2A).
        At the time of the transaction, Technocross owned 100% of the outstanding
        share
        capital of Telematic-Cross Media Ltd. (“TCM”), which was established on June 17,
        2003 and had no operations since establishment and until the abovementioned
        transaction except for signing the agreement with Comverse described in Note
        2B.
        At the time of the merger Technocross had no assets or liabilities except
        for a
        signed agreement by its subsidiary TCM with Comverse, to purchase the "TVGate"
        software technology. The closing of the agreement with Comverse was at the
        merger date, on February 18, 2004. In the consolidated financial statements
        of
        the Company, the TVGate technology was charged to expense since it did not
        reach
        technological feasibility and has no alternative future uses.
  Prior
        to
        the acquisition, B.V.R. was a non-operating pubic shell with no significant
        assets and liabilities which their fair value was zero at the time of the
        transaction and was treated as the “acquired Company” in the transaction, but
        remains the surviving legal entity. Subsequently to the acquisition the Company
        changed its name (see Note 1A1(e)).
  F-7
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        1 - Summary of Significant Accounting Policies: 
        (cont.):**
  **A.** **General:
        (cont.):**
 
 1. The
        Company (cont.):
  b. (cont.): For
        accounting purposes the acquisition has been treated as the “recapitalization”
        of Technocross, which is a capital transaction and not a business combination,
        in which Technoprises is the legal acquirer and Technocross is the accounting
        acquirer. Since Technoprises' assets and liabilities had no value at the
        time of
        the merger the transaction was valued at zero for accounting purposes.
        Accordingly, the capital structure of the combined company has been adjusted
        to
        reflect the capital structure of Technocross since the shareholders of
        Technocross now control the Company.
  Since
        Technocross was incorporated on January 8, 2004 (inception) no comparative
        figures of the accounting acquirer were presented and no adjustments to give
        retroactive effect to the recapitalization were recorded.
  c. The
        accompanying consolidated financial statements have been prepared assuming
        that
        the Company will continue as a going concern. The Company has suffered losses
        from operations and negative cash flows from operations since inception.
        For the
        period from inception (January 8, 2004) to December 31, 2004 the Company
        incurred a loss from operations of $16,877 thousand, negative cash flows
        from
        operations of $3,402 thousand and has a shareholders’ deficiency of $3,958
        thousand.
  The
        Company is also late in payments to some of the Israeli institutions and
        during
        2005 it has suspended its research and development activities and dismissed
        most
        of its employees due to lack of financing. As of July 2005, the Company ceased
        substantial part of its operation.
  On
        July
        26, 2005, the District Court in Tel-Aviv granted the motion for the appointment
        of a permanent receiver for the purpose of enforcing the terms of the
        convertible notes that came due in June 2005 (see Note 10B6).
 F-8
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
   **Note
        1 - Summary of Significant Accounting Policies: (cont.)**
  A.General:
        (cont.)
 ****
 1. The
        Company (cont.):
  c. (cont.): Despite
        its negative cash flows, the Company has been able to secure financing in
        order
        to support its operation to date, based on shares and notes issuances. The
        consolidated financial statements do not include any adjustments that may
        result
        from the outcome of this uncertainty.
  d. In
        these
        financial statements, the Company has corrected the value of the shares issued
        in the recapitalization transaction (see Note 1A1(b)) compared to the March
        31,
        2004 financial statements dated September 2, 2004.
  In
        the
        March 31, 2004 financial statements, the Company valued the recapitalization
        according to $0.09 based on price per share issued in certain private placements
        during 2004. In the past, the Company’s management believed that the market
        price of the share did not reflect its fair value due to low trading volume
        on
        the over-the-counter market and high fluctuation of the share price in relative
        short periods.
  In
        these
        financial statements the Company valued the recapitalization based on the
        price
        of the share at the closing date of the agreement. This change in accounting
        treatment resulted in an increasing of the net loss in the amount of $4,948
        thousand against additional paid-in capital.
  In
        addition, the Company reclassified an expense of $1774 thousand relating
        to
        issuance of shares to individuals who contributed in bringing the merger
        into
        realization from other expenses to operating expenses.
  These
        expenses were related to issuance of shares to group of individuals who were
        the
        mediators and finders of the merger agreement. Since the Company considers
        these
        costs as reorganization costs, they were recorded in these financial statements
        as operating expenses.
 F-9
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        1 - Summary of Significant Accounting Policies (cont.):**
  **A.** **General
        (cont.):**
  1. The
        Company (cont.):
  e. On
        April
        26, 2004 the Company changed its name from “B.V.R. Technologies Ltd.” to
“Technoprises Ltd.”
  f. Through
        its wholly-owned subsidiary, E.V.R. Entertainment Application of Virtual
        Reality
        (1994) Ltd. (“EVR”), the Company held 37.27% of Coresma Ltd. (“Coresma”) as of
        December 31, 2003.
  As
        of
        March 1, 2004, Coresma ceased its operation and dismissed its employees.
        The
        investment in Coresma was impaired to zero in previous years. Coresma is
        now
        under the administration of a receiver.
  The
        Company’s subsidiaries include:
  **Shareholdingpercentage**
              
              **State
                  ofincorporation****Name**
              **December
                  31, 2004****%****Subsidiaries:**E.V.R.
                  Entertainment Application of Virtual Reality (1994) Ltd.
                  (“E.V.R”)
              100
              
              IsraelTechnocross
                  Ltd. (“Technocross”)
              100
              
              IsraelTelematic
                  - Cross Media Ltd. (“TCM”)
              100
              
              IsraelTechnoprises
                  Inc.
              100
              
              United
                  States
  2. Principal
        shareholder:
  Apros
        & Chay M.B. Ltd. owns 30.8% of the Company’s shares as of December 31,
        2004.
  3. Accounting
        Principles:
  The
        consolidated financial statements are prepared in accordance with accounting
        principles generally accepted in the United States (“U.S. GAAP”).
 F-10
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        1 - Summary of Significant Accounting Policies (cont.):**
  **A.** **General
        (cont.):**
  4. Functional
        Currency:
  The
        currency of the primary economic environment in which the operations of the
        Company and its subsidiaries are conducted is the U.S. dollar (“dollar”). The
        Company's shares are traded and listed in the Over-the Counter Bulletin Board
        Market in the United States (under the symbol "TNOLF.OB"). Most of the Company’s
        future sales will be outside of Israel and will be denominated in dollars.
        In
        addition, a substantial portion of the Company’s costs is incurred in dollars.
        Thus, the functional and reporting currency of the Company is considered
        to be
        the dollar. Balances in non-dollar currencies are translated into dollars
        using
        current exchange rates. For non-dollar transactions reflected in the statements
        of operations, the exchange rates at transaction dates are used.
  Differences
        resulting from such translation are charged to the financial income (expenses)
        in the statements of operations.
  5. Use
        of
        Estimates and Assumptions in the Preparation of the Financial
        Statements:
  The
        preparation of financial statements in conformity with generally accepted
        accounting principles requires management to make estimates and assumptions
        that
        affect the reported amounts of assets and liabilities, disclosure of contingent
        assets and liabilities at the dates of the financial statements and the reported
        amounts of revenues and expenses during the reporting periods.
  Actual
        results could differ from those estimates.
  **B.** **Principles
        of Consolidation:**
  The
        consolidated financial statements include the accounts of Technoprises Ltd.
        and
        its subsidiaries in which it has a controlling interest. Acquisition of
        subsidiaries is accounted for under the purchase method. All inter-company
        balances and transactions have been eliminated upon consolidation.
  **C.** **Cash
        and cash Equivalents:**
  Cash
        and
        cash equivalents are considered by the Company to be highly-liquid investments,
        including, inter alia, short-term deposits with banks, the maturity of which
        did
        not exceed three months at the time of deposit and which are
        unrestricted.
 F-11
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        1 - Summary of Significant Accounting Policies (cont.):**
  **D.** **Property
        and Equipment:**
  Property
        and equipment are stated at cost, net of accumulated depreciation. Depreciation
        is calculated by the straight-line method over their estimated useful lives.
        Annual rates of depreciation are as follows:
  **%**Computers
                  and computer equipments
              33Office
                  furniture and equipment
              7-15Leasehold
                  improvements
              Over
                  the terms of the lease or the life of the assets, whichever is
                  shorter
 
 **E.** **Purchased
        Computer Software:**
  According
        to SFAS No. 86 "Accounting for the costs of computer software to be sold,
        leased
        or otherwise marketed" (“SFAS No. 86”) the cost of purchased computer software
        to be sold, leased, or otherwise marketed that has no alternative future
        use
        shall be accounted for the same as the costs incurred to develop such software
        internally. If that purchased software has an alternative future use, the
        cost
        would be capitalized when the software is acquired. As of December 31, 2004,
        the
        Company did not capitalize any purchased computer software.
 
 **F.** **Software
        Development Costs:**
  Development
        costs of software that is intended for sale that are incurred after the
        establishment of technological feasibility of the relevant product, are
        capitalized. Technological feasibility is determined when detailed program
        design is completed and verified in accordance with the provisions of SFAS No.
        86.
  Software
        development costs incurred before technological feasibility is established
        are
        charged to the statement of operations as incurred.
  Amortization
        of capitalized software development costs begins when the product is available
        for general release to customers. Annual amortization is calculated by the
        straight-line method, over the remaining useful life of the product or based
        on
        the ratio of current gross revenues to current and anticipated future gross
        revenues, whichever is higher. According to SFAS 86, in the event that
        unamortized software development costs exceed the net realizable value of
        the
        product, they are written down to net realizable value.
  As
        of
        December 31, 2004 the Company did not capitalize any software development
        costs.
  F-12
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        1 - Summary of Significant Accounting Policies (cont.):**
  **G.** **Advertising
        Costs:**
  The
        Company expenses advertising costs as incurred.
  Advertising
        costs for the period were $29 thousand.
 
 **I.** **Deferred
        Income Taxes:**
  The
        Company applies the provisions of SFAS 109 “Accounting for Income Taxes” of the
        FASB - see Note 12G.
 
 **J.** **Inventories:**
  Inventories
        are stated at the lower of cost or market value. Inventory write-offs are
        provided to cover risks arising from obsolete or slow-moving items, excess
        inventories and market prices lower than cost. During the reported period
        no
        impairments were identified. Cost is determined as follows:
  Raw
        materials, parts and supplies - using the “first-in, first-out”
        method.
  Work-in-progress
        and finished products - cost of manufacturing with the addition of allocable
        indirect manufacturing costs.
 
 **K.** **Impairment
        of Long-Lived Assets:**
  The
        Company’s long-lived assets are reviewed for impairment in accordance with SFAS
        144 “Accounting for the Impairment for Disposal of Long-Lived Assets” whenever
        events or changes in circumstances indicate that the carrying amount of an
        asset
        may not be recoverable. Recoverability of assets to be held and used is measured
        by a comparison of the carrying amount of an asset to the future undiscounted
        cash flows expected to be generated by the assets. If such assets are considered
        to be impaired, the impairment to be recognized is measured by the amount
        by
        which the carrying amount of the assets exceeds their fair value. During
        the
        reported period, no impairments have been identified.
 
 **L.** **Earnings
        (Loss) per shares:**
  Earnings
        (loss) per share (“EPS”) were computed in accordance with provisions of SFAS No.
        128 (”Earnings per share”). SFAS 128 requires the presentation of both basic and
        diluted EPS.
  Basic
        net
        earnings (loss) per share is computed based on the weighted average number
        of
        common shares outstanding during each year. Diluted earnings (loss) per share
        is
        computed based on the weighted average number of common shares outstanding
        during each year, plus dilutive potential common shares considered outstanding
        during the year. For the reported period, all the options and warrants
        outstanding have been excluded from the calculations because the effect on
        net
        loss per share would have been antidilutive.
 F-13
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        1 - Summary of Significant Accounting Policies (cont.):**
  **M.** **Financial
        Instruments:**
  1. Fair
        value of financial instruments:
  The
        financial instruments of the Company consist mainly of cash and cash
        equivalents, current receivables, accounts payable, convertible note, short-term
        loans and long-term liabilities.
  Warrants
        are priced using a Black-Scholes option pricing model.
  In
        view
        of their nature, the fair value of the financial instruments included in
        working
        capital and in the long-term liabilities of the Company is usually identical
        or
        close to their carrying value.
  2. Management
        of credit risks:
  Financial
        instruments, which potentially subject the Company to concentrations of credit
        risk, consist principally of cash and cash equivalents.
  Cash
        and
        cash equivalents are invested in U.S. dollars at major banks in Israel.
        Management believes that the financial institutions holding the Company’s
        investments are financially sound and, accordingly, minimal credit risk exists
        with respect to these investments.
  With
        respect to trade receivables, the risk is limited due to the nature and size
        of
        the entities which constitute the Company’s customer base. The Company assesses
        the financial position of its customers prior to the engagement with them,
        and
        has not encountered material credit difficulties there with.
  The
        Company has no material off-balance-sheet concentration of credit risk such
        as
        foreign exchange contracts, option contracts or other foreign hedging
        arrangements.
  3. The
        application of SFAS No. 133 - “Accounting for Derivatives and Hedging
        Activities” and related pronouncements and interpretations did not have any
        material impact on the Company’s consolidated financial statements.
 F-14
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        1 - Summary of Significant Accounting Policies (cont.):**
  **N.** **Stock-based
        compensation:**
  The
        Company has elected to follow Accounting Principles Board Statement No. 25,
        “Accounting for Stock Options Issued to Employees” (“APB No. 25”) and FASB
        Interpretation No. 44 “Accounting for Certain Transactions Involving Stock
        Compensation” (“FIN No. 44”) in accounting for its employee stock option plans.
        Under APB No. 25, when the exercise price of an employee stock option is
        equivalent to or above the market price of the underlying stock on the date
        of
        grant, no compensation expense is recognized.
  In
        December 2002, the FASB issued Statement of Financial Accounting Standard
        No.
        148, “Accounting for Stock Based Compensation Transmission and Disclosure - an
        amendment of FASB Statement No. 123” (“SFAS No. 148”). SFAS No. 148 permits two
        additional transition methods for entities that adopt the fair value based
        method of accounting for stock-based employee compensation. The transition
        guidance and annual disclosure provisions of SFAS No. 148 are effective for
        fiscal years ending after December 15, 2002, with earlier application permitted
        in certain circumstances.
  Pro
        forma
        information regarding net income (loss) and net earnings (loss) per share
        is
        required (for grants issued after December 1994) by Statement No. 123, and
        has
        been determined assuming that the Company had accounted for its employee
        options
        under the fair value method prescribed by that statement. The fair value
        for
        these options was estimated at the date of grant using the Black & Scholes
        Option Pricing Model.
 F-15
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        1 - Summary of Significant Accounting Policies (cont.):**
  **N.** **Stock-based
        compensation (cont.):**
  **Period
                  frominception(January 8, 2004)to December
                  31,****2004****(****in
                  thousands, except**
                **per
                  share amounts****)**Net
                  loss as reported
              
              $
              (20,411
              )Deduct:
                  Total stock-based employee compensation expense determined under
                  fair
                  value based method for all awards
              
              
              -Pro
                  forma net loss
              
              $
              (20,411
              )Losses
                  per share:Basic
                  and diluted - as reported
              
              $
              (0.18
              )Basic
                  and diluted - pro forma
              
              $
              (0.18
              )
 
 The
        Company applies SFAS No. 123 and Emerging Issues Task Force (“EITF”) No. 96-18
“Accounting for Equity Instruments That Are Issued to Other Than Employees
        for
        Acquiring, or in Conjunction with Selling, Goods or Services” (“EITF 96-18”),
        with respect to options and warrants issued to non-employees. SFAS No. 123
        requires the use of option valuation models to measure the fair value of
        the
        options and warrants at the date of grant.
 
 **O.** **Revenue
        recognition:**
  All
        the
        Company sales during the reported period consists sales of EVR’s cable modem
        termination system (CMTS). The CMTS allows for scalability that can increase
        the
        customer capacity quickly and within a limited budget.
  The
        Company recognizes revenue in accordance with SEC Staff Accounting Bulleting
        (SAB) No. 104 and No. 101“Revenue Recognition”. SAB 101 requires that four basic
        criteria must be met before revenue can be recognized: (1) persuasive evidence
        of an arrangement exists; (2) delivery has occurred or services were rendered;
        (3) the selling price is fixed or determinable; and (4) collectibility is
        reasonably assured.
 F-16
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        1 - Summary of Significant Accounting Policies (cont.):**
  **O.** **Revenue
        recognition (cont.):**
  Contracts
        and customer purchase orders are used to determine the existence of an
        arrangement. Delivery occurs when product is delivered to the customer premises.
        The Company defers revenue associated with these transactions until the delivery
        has occurred to the customer’s premises. The Company assesses whether the fee is
        fixed or determinable based on the payment terms associated with the
        transaction. The Company assesses collectibility based primarily on the
        creditworthiness of the customer as determined by credit checks and analysis,
        as
        well as the customer’s payment history.
 
 **P.** **Recent
        issued accounting pronouncements:**
  In
        December 2004, the Financial Accounting Standards Board ("FASB") issued FASB
        Statement No. 123 (revised 2004), "Share-Based Payment", ("SFAS 123(R)")
        which
        is a revision of FASB Statement No. 123, "Accounting for Stock-Based
        Compensation" (SFAS 123"). SFAS 123(R) supersedes APB Opinion No. 25,
        "Accounting for Stock issued to Employees", and amends FASB Statement No.
        95,
        "Statement of Cash Flows". Generally, the approach in SFAS 123(R) is similar
        to
        the approach described in SFAS 123. However, SFAS 123(R) requires all
        share-based payments to employees, including grants of employee stock options,
        to be recognized in the income statement of operations based on their fair
        values. Pro forma disclosure is no longer an alternative.
  SFAS
        123(R) permits public companies to adopt its requirements using one of two
        methods:
  1. A
        "modified prospective" method in which compensation cost is recognized beginning
        with the effective date (a) based on the requirements of SFAS 123(R) for
        all
        share-based payments granted after the effective date and (b) based on the
        requirements of SFAS 123 for all awards granted to employees prior to the
        effective date of SFAS 123(R) that remain unvested on the effective
        date.
  2. A
        "modified retrospective" method which includes the requirements of the modified
        prospective method described above, but also permits entities to restate
        based
        on the amounts previously recognized under SFAS 123 for purposes of pro forma
        disclosures either (a) all prior periods presented or (b) prior interim periods
        of the year of adoption.
  In
        April
        2005, the Securities and Exchange Commission postponed the required adoption
        date of SFAS 123(R) from no later than July 1, 2005 to no later than January
        1,
        2006. Early adoption will be permitted in periods in which financial statements
        have not yet been issued. The Company expects to adopt SFAS 123(R) on January
        1,
        2006. The
        Company plans to adopt SFAS 123(R) using the modified-prospective method.
 F-17
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        1 - Summary of Significant Accounting Policies (cont.):**
  **P.** **Recent
        issued accounting pronouncements (cont.):**
 
 In
        November 2004, the FASB issued SFAS No. 151, "Inventory Costs-An Amendment
        of
        ARB No. 43, Chapter 4" ("SFAS 151").
  SFAS
        151
        amends the guidance in ARB No. 43, Chapter 4, "Inventory Pricing", to clarify
        the accounting for abnormal amounts of idle facility expense, freight, handling
        costs, and wasted material (spoilage). Among other provision, the new rule
        requires that items such as idle facility expense, excessive spoilage, double
        freight, and rehandling costs be recognized as current-period charges regardless
        of whether they meet the criterion of "so abnormal" as stated in ARB No.
        43.
        Additionally, SFAS 151 requires that the allocation of fixed production
        overheads to the costs of conversion be based on the normal capacity of the
        production facilities. SFAS 151 is effective for fiscal years beginning after
        June 15, 2005. The Company does not expect SFAS 151 to have a material impact
        on
        its results of operations and financial condition.
  In
        December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
        -
        An Amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions"
        ("SFAS 153"). SFAS 153
        eliminates the exception from fair value measurement for nonmonetary exchanges
        of similar productive assets in paragraph 21(b) of APB Opinion No. 29,
        "Accounting for Nonmonetary Transactions", and replaces it with an exception
        for
        exchanges that do not have commercial substance. SFAS 153 specifies that
        a
        nonmonetary exchange has commercial substance if the future cash flows of
        the
        entity are expected to changes significantly as a result of the exchange.
        SFAS
        153 is effective for the fiscal periods beginning after June 15, 2005. The
        Company does not expect SFAS 153 to have a material impact on its results
        of
        operations and financial condition.
 F-18
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        2 - Significant transactions:**
  **A.** On
        February 18, 2004, the Company shareholders approved issuance of 88,539,309
        ordinary shares of the Company, par value NIS 0.01 each, to the shareholders
        of
“Technocross Ltd.” (formerly: “Technoprises Apros & Chay Ltd.”), a
        development stage company incorporated on January 8, 2004, and other parties,
        which following their issuance will equal to 90% of the issued share capital
        of
        the Company. In accordance with the issuance of the shares, the Company
        purchased all of the issued and outstanding share capital of “Technocross Ltd.”,
        which holds 100% of the issued and outstanding share capital of “TelemAtic-Cross
        Media Ltd.” (“TCM”), a private Israeli company incorporated in July 2003. At the
        time of the merger TCM had no asset or liabilities except for a signed agreement
        with Comverse to purchase the "TV Gate" software thechnology. The closing
        of the
        agreement with Comverse was took place at the time of the merger dated February
        18, 2004 .21,509,045 shares (a part of the 88,539,309 abovementioned shares)
        were issued to certain individuals and entities who have contributed technology
        to Technocross or have a significant role in bringing the agreement into
        realization. The issue of such shares was charged according to the market
        price
        of the shares at the closing date and it comprised as follows:
  Expense
        of $6,309 thousand relating to 19,716,510 shares issued to individuals who
        were
        the finders and mediators of the merger agreement was charged to operating
        expenses and an expense of $575 thousand relating to 1,792,535 shares issued
        to
        individuals who contribute software computer technology was charged to purchased
        computer software since the technology did not reach technological
        feasibility.
  According
        to the agreement, at the closing date, the Company will have no debts or
        liabilities of any kind, including but not limited to any liabilities to
        the tax
        authorities, employees, former employees or any other third party, nor any
        cash,
        cash equivalents or losses for tax purposes. The acquisition has been accounted
        for as a “reverse acquisition” (recapitalization of Technocross).
 F-19
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        2 - Significant transactions (cont.):**
  **B.** On
        December 17, 2003, TelemAtic-Cross Media Ltd. (“TCM”) signed an agreement with
        Comverse Technology Inc. (“Comverse”) to purchase the “TVGate” software
        Technology for $1,200 thousand.
  The
        closing of the agreement was took place at the time of the merger, dated
        February 18, 2004. In exchange for the TVGate software Technology, TCM agreed
        to
        pay Comverse $750 thousand in cash as follows: $100 thousand on January 1,
        2004
        (through Aprose and Chay M.B Ltd.( and the remaining $650 thousand will be
        paid
        quarterly in six installments commencing March 31, 2004 through June 30,
        2005.
        The installments will bear no interest. The Company also delivered 2,250,000
        ordinary shares of the Company that were issued as part of the reverse
        acquisition. These shares had a market value of $450 thousand at the time
        of the
        agreement. Concurrently with the delivery of the stock certificates, TCM
        granted
        to Comverse a put option requiring TCM to purchase the Company's shares for
        an
        aggregate amount of $300 thousand. The put option is valid for a period of
        one
        year from the date it was actually delivered to Comverse.
  These
        shares are recorded in the balance sheet as "redeemable shares" in accordance
        with EITF Topic D-98 in the amount of $450 thousand, which is the market
        price
        of the shares at the closing date.
  Since
        TVGate software technology has not reached technological feasibility, and
        has no
        alternative future uses, the full amount of the acquisition was charged to
        purchased computer software in the amount of $1,200 thousand according to
        the
        fair value of the technology purchased at the time of the
        acquisition.
  The
        TVGate platform is based on the concept of "one management, one provisioning,
        one user profile database", while complying with all "Telco grade" requirements.
        TVGate offers a selection of modular interactive messaging services, including:
        TV E-mail (T-mail), TV Fax (T-Fax), TV-SMS, TV-Chat, TV-Instant Messaging,
        TV-Telephony, TV-Voicemail and TV Picture/Video mail.
  The
        “TVGate” Technology, when fully developed, will offer Cable TV and Direct
        Broadcasting Satellite operators an opportunity to expand the horizons of
        the
        television with a broad array of interactive enhanced services built around
        a
        concept whereby the TV is transformed into the TV Home Communication
        Center.
  At
        the
        time of the acquisition, the Company could not estimate the necessary time
        nor
        the costs in order to complete the TVGate communication platform since the
        technology is in early stage of development and has yet to reach technological
        feasibility, therefore the risk associate with the technology is relativly
        high.
        There is uncertainty whether the Company will achieve a detailed program
        design
        in the near future without any future sales in the short term
        period.
  F-20
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Note
        2 - Significant transactions (cont.):**
  **B.** **(cont.):**
  The
        Company cannot estimate when the revenue from the TVGate project will commence
        but they are expected to be generated through:
  a) Sales
        of
        products utilizing the existing TVGate platform, these include integration
        of
        the technology within commercial systems promoted in partnership with
        complimentary players, including content providers and TV networks, to provide
        TV messaging.
  b) Sales
        of
        enhanced products, including the combination of the TVGate platform with
        the
        Emotional Marketing model, enabling the delivery of marketing and other content
        via TV which meets individual viewer preferences.
  c) The
        incorporation of the TVGate technologies as an integral component in the
        overall
        company vision of full cross-media, enabling the delivery of rich content
        of any
        type to the TV.
 
 The
        Company negotiates with Comverse for a suspension of the agreement due to
        lack
        of financing.
  During
        2005, the company has returned to Comvers all the purchased equipments relating
        to the TVGate technology. The Company is currently discussing with Comverse
        as
        to the resolution of this matter.
  **C.** On
        March
        3, 2004, the Company completed a private placement of shares and warrants
        for an
        aggregate amount of $750 thousand (as part of the 88,539,309 shares that
        were
        issued on February 18, 2004).
  The
        Company issued 7,500,000 ordinary shares NIS 0.01 par value each and 7,500,000
        warrants divided into three different types (see also Note 11K1). As to
        liquidating damages - see Note 10C1.
  For
        accounting purposes the issuance was treated in accordance with APB 14
“Accounting for Convertible debt and Debt Issued with Stock Purchase Warrants”.
        At the issuance date ,the proceeds amount of the issuance was allocated first
        to
        the warrants in the amount of $24 thousand based on their fair value according
        to Black & Scholes pricing model and the excess amount was allocated to the
        shares. Since the Company is under an obligation to register the warrants,
        their
        fair value is revaluated each reported period, while all the changes in the
        fair
        value are recorded as financial income (expense) against liability in accordance
        with EITF 00-19 “Accounting for Derivative financial Instruments Indexed to, and
        Potentially Settled In a Company's Own Stock”.
 
 F-21
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        2 - Significant transactions (cont.):**
  **D.** On
        April
        21, 2004, the Company completed a private placement of an aggregate amount
        of
        $2,250 thousand of shares and warrants. The Company issued 22,500,000 ordinary
        shares NIS 0.01 par value each and 22,500,000 warrants divided into three
        different types (see also Note 11K1). The net amount raised after the deduction
        of issuance costs, totaled $1,928 thousand. As to liquidating damages - see
        Note
        10C1.
  For
        accounting purposes the issuance was treated in accordance with APB 14
“Accounting for Convertible debt and Debt Issued with Stock Purchase Warrants”.
        At the issuance date, the proceeds amount of the issuance was allocated first
        to
        the warrants in the amount of $73 thousand based on their fair value according
        to Black & Scholes pricing model and the excess amount was allocated to the
        shares. Since the Company is under an obligation to register the warrants,
        their
        fair value is revaluated each reported period, while the changes in the fair
        value are recorded as financial income (expense) against liability in accordance
        with EITF 00-19 “Accounting for Derivative financial Instruments Indexed to, and
        Potentially Settled In a Company's Own Stock”.
  **E.** On
        August
        24, 2004, the Company acquired 100% of the issued and outstanding share capital
        of Araneo Ltd. (“Araneo”), pursuanat to a term sheet signed in April 2004.
        According to the agreement, the Company agreed to acquire 100% of the issued
        and
        outstanding share capital of Araneo, a manufacturer of IP-based television
        and
        Video On Demand (VOD) set-top boxes, using the Linux operating system. Araneo
        provides a high-performance user-friendly consumer IP TV box that enhances
        the
        television experience by transparently connecting TV to the
        Internet.
  In
        consideration for all the outstanding shares of Areneo, the Company issued
        8,000,000 shares to the previous Araneo's shareholders ordinary shares of
        the
        Company with a market value of $2,000 thousand.
  On
        November 28, 2004, by mutual agreement of all parties, the transaction with
        Araneo's shareholders was canceled and all the issued shares (except of 480,000
        shares issued to the finders of the principal agreement as a commitment fee)
        returned to treasury.
  The
        issuance of shares issued to the finders of the agreement was recorded in
        the
        amount of $64 thousand against expenses according to the market price of
        the
        share at the closing date. The Company did not record any expenses nor revenues
        in respect of Araneo, except for the issuance of shares as described
        above.
  F-22
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
 
 **Note
        2 - Significant transactions (cont.):**
  **F.** On
        May
        28, 2004 the Company entered in to an agreement to purchase a license and
        to
        receive research and development services from Lucent Technologies Inc.
        (“Lucent”) for developing the DOCSIS 1.0 & DOCSIS 1.1, CMTS (cable modem
        termination system which allow for scability that can increase the customers
        capacity), HMG (home media gateway), and CMR (cross media router technology)
        technologies. The Company is obliged to pay Lucent an aggregate amount equal
        to
        $1,890 thousand. As of December 31, 2004, $500 thousand was already paid,
        and
        the remaining $1,390 thousand will be paid based on completion of certain
        “Milestones”. In addition, the Company will pay royalties to Lucent, based on
        each licensed product which is sold, leased or put into use by the Company
        or
        any of its subsidiaries.
  Since
        the
        purchased software technology did not reach technological feasibility the
        amount
        of $500 thousand was expensed as purchased computer software.
  The
        remaining amount will be charged in accordance with the future completion
        of
        certain “milestones” explicit in the agreement.
  In
        consideration for the licenses to the patents set forth in the agreement
        granted
        from Lucent, the Company will pay Lucent royalties as follows:
  - 2%
        of the
        fair market value of each product based on such patents which are sold, leased
        or put into use by any of the affiliates.
  - 20%
        of
        the fair market value of products sold that are based on DOCSIS 1.0 technology,
        up to a total amount of royalties of $920 thousand and thereafter 5% of the
        fair
        market value of such products.
  - For
        products based on DOCSIS 1.1 technology, a royalty based on fair market value
        of
        units shipped as follows: 3% for the first 1,000 units, 2% for the next 1,000
        units and 1% for any additional unit.
  - The
        Company agreed to pay Lucent minimum royalties in connection with the DOCSIS
        licenses of $5 thousand on October 1, 2005 and $5 thousand on October 1,
        2006.
  F-23
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        2 - Significant Transactions (cont.):**
  **F.** **(cont.):**
  As
        of
        December 31, 2004, the Company did not receive all the necessary source codes
        from Lucent that will allow to complete the production of the DOCSIS 1.0
        CMTS.
        As a result, the Company has stopped all payments to Lucent under the agreement.
        On August 31, 2004, the Company sent Lucent a letter notifying of its breach
        and
        demanding that they cure such breach by September 8, 2004. On September 2,
        2004,
        the Company received a letter from Lucent notifying that there is a breach
        of
        the agreement and that if such breach is not cured within 10 days, Lucent
        will
        terminate the agreement. The Company is currently discussing a solution with
        Lucent.
  **G.** On
        May
        20, 2004, the Company signed an agreement with a bank to acquire the outstanding
        debt of approximately $4,000 thousand in Coresma Ltd. (“Coresma”), in a
        combination of equity and cash. Pursuant to the agreement, the Company has
        acquired the debt (including charges and floating charges on goodwill, equipment
        and all assets that secure the debt), in consideration for a purchase price
        of
        $1,400 thousand as follows:
  1) $1,300
        thousand payable in the Company’s ordinary shares with a per share price on a
        forward 30-days moving average of the market price after the
        closing.
  2) Issuance
        of warrants with an aggregate exercise price of $500 thousand. The number
        of
        shares will be determined according to the price of the share on a forward
        30-days moving average of the market price after the closing , but not less
        than
        $0.10 and not more than $0.30 per share.
  3) $100
        thousand payable in cash in four equal monthly payments commencing on November
        20, 2004.
  On
        July
        27, 2004 the Company issued to the bank 5,200,000 ordinary shares according
        to
        the agreement. As of July 2005 the warrants have not yet been
        issued.
  For
        accounting purposes, the shares issuance was recorded in the amount of
        approximately $988 thousand, based on the market price of the shares at the
        closing date.
  The
        issuance of the warrants was not recorded due to its minimal fair value on
        the
        grant date according to Black & Scholes Option Pricing Model.
  On
        May
        25, 2004, the Company filed with the District Court in Tel-Aviv, Israel,
        an
        urgent request to enforce its rights under the bond it acquired from the
        bank
        and to appoint a receiver for Coresma. Coresma is now under the administration
        of a receiver.
 F-24
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        2 - Significant Transactions (cont.):**
  **H.**O n
        July
        23, 2004, the Company raised $900 thousand through the issuance of one-year
        senior convertible note to a group of investors led by Duncan Capital LLC.
        The
        issuance costs relating to the note totaled $103 thousand and were recorded
        as
        other assets. The note bears interest of 5% per annum and is paid quarterly
        in
        cash or in the Company ordinary share commencing September 30, 2004. The
        holders
        can convert the note into ordinary shares at a price of $0.10 per share.
        The
        note is secured by a first lien on substantially all the Company’s
        assets.
  The
        note
        is redeemable at the option of the Company in part or in whole at a redemption
        price equal to 120% of the face value of the note. In addition, the Company
        issued to the investors warrants with an exercise price of $0.27 to purchase
        a
        number of ordinary shares equal to 75% of the ordinary shares into which
        the
        note will be convertible. The holders can exercise the warrant into the Company
        shares until June 30, 2009 subjected to the conditions of the note. In
        connection with the transaction, the Company paid the placement agent a
        commission of 10% of the aggregate cash proceeds in cash and warrants to
        purchase 10% of the ordinary shares issued in the transaction (assuming
        conversion of the note and warrant). The commission fee paid to the placement
        agent was recorded as issuance costs (see Note 4). The issued warrants had
        minimal value at the issuance date. As to liquidating damages - see Note
        10C1.
  On
        August
        19, 2004 one of the investors converted his part of the note into 2,011,420
        ordinary shares of the Company.
 F-25
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        2 - Significant Transactions (cont.):**
  **H.** **(cont.):**
  The
        Company accounted for this transaction in accordance with APB No. 14,
        "Accounting for Convertible debt and Debt Issued with Stock Purchase Warrants",
        EITF 98-5, "Accounting for Convertible Securities with Beneficial Conversion
        Features or Contingently Adjustable Conversion Rations", and EITF 00-27,
        "Application of Issue No. 98-5 to Certain Convertible Instruments" ("EITF
        00-27"). The proceeds of the convertible note issued with detachable warrants
        was allocated, based on the fair values of the warrants and shares at the
        closing date.
  No
        amounts were allocated to the warrants at the time of the transaction, based
        on
        the minimal fair value of the warrants at the closing date. The fair value
        of
        the warrants was calculated using the Black & Scholes Option Pricing Model
        with the following assumptions: risk free interest rate of 3.5%, dividend
        yields
        of 0%, volatility factors of the expected market price of the Company's common
        shares of 16% and contractual life of the warrant of 5 years. The warrants
        are
        revaluated each reporting date and changes in the fair value of the warrants
        are
        recorded as a liability against financial expenses (income) in accordance
        with
        EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and
        Potentially Settled In, a Company’s Own Stock”, and SFAS No. 150, “Accounting
        for Certain Financial Instruments with Characteristics of Both Liabilities
        and
        Equity”.
  The
        Company recorded a beneficial conversion feature of $800 thousand at the
        grant
        date in accordance with EITF 98-5 since the effective conversion price of
        the
        note is lower than the market price of the common share at the closing date.
        The
        beneficial conversion feature was recorded as a discount on the note and
        it is
        amortized over the conversion period.
  **I.** On
        June
        22, 2004 the Company signed an agreement to issue 7,000,000 ordinary shares
        to
        several financial consultants in exchange for their services. The consultants
        advised the Company with respect of the Company's investor relations activities.
        The Company agreed to file a registration statement within 90 days from the
        closing in order to register the shares.
  The
        7,000,000, shares were issued on July 27, 2004 and the shares issuance was
        recorded in the amount of $1,680 thousand according to market price of the
        shares at the closing date in accordance with EITF 96-18"Accounting for Equity
        Instruments that Are Issued to Other Than Employees for Acquiring, or in
        Conjunction with Selling, Goods or Services".
  **J.** On
        April
        27, 2004 the Company established Technoprises U.S.A. Inc., a wholly owned
        subsidiary, which is incorporated in the United States. Technoprises U.S.A.
        concentrates the Company's marketing activity in the U.S. market.
  F-26
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        2 - Significant Transactions (cont.):**
  **K.** On
        May
        11, 2004, the Company signed a term sheet with Econor for the purchase of
        up to
        $5,000 thousand worth ordinary shares from time to time over the course of
        24
        months only after the Form F-1 registration will be declared effective .
        The
        Company is entitled to request an equity investment by Econor during the
        24
        month period, pursuant to which the Company will issue ordinary shares to
        Econor
        with an aggregate purchase price equal to the equity investment, subject
        to the
        market price and associated fees. Such issuance shall be subject to certain
        restrictions.
  The
        market price shall be the lowest daily volume weighted average price of the
        ordinary shares during the five consecutive trading days beginning on the
        first
        trading day after the request. The purchase price shall be 98% of the market
        price. Econor or its assignees shall receive 5% of the gross proceeds of
        every
        issuance. Upon the closing of the transaction, the Company shall issue Econor
        $250 thousand worth of ordinary shares.
  **Note
        3 - Property and Equipment, Net:**
  Composition
        of assets, grouped by major classifications:
  **December
                  31,****2004****(in
                  thousands)****Cost:**Computers
                  and computer equipments
              
              $
              102Office
                  furniture and equipment
              
              
              13Leasehold
                  improvements
              
              
              6121**Accumulated
                  Depreciation:**Computers
                  and computer equipments
              
              
              19Office
                  furniture and equipment
              
              
              1Leasehold
                  improvements
              
              
              121**Depreciated
                  cost**
              
              $
              100
 
 Depreciation
        expenses totaled $21 thousand for the period from January 8, 2004 to December
        31, 2004.
 F-27
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        4 - Other Assets, Net:**
  On
        July
        23, 2004, the Company raised $900 thousand through the issuance of one-year
        senior convertible note to a group of investors led by Duncan Capital LLC.
        The
        issuance costs relating to the note totaled $103 thousand in their original
        amount and are comprised as follows as of December 31, 2004:
  **December
                  31,****2004****(in
                  thousands)**Issuance
                  costs - original amount
              
              $
              103Less
                  - conversion of convertible note
              
              
              (21
              )Less
                  - accumulated amortization of issuance costs (*)
              
              
              (36
              )**Total**
              
              $
              46
 
 *  The
        issuance costs are amortized over the term of the note of one year, using
        the
        interest method.
  **Note
        5 - Warrants:**
  On
        March
        3, 2004, the Company completed a private placement of 7,500,000 ordinary
        shares
        NIS 0.01 par value each and 7,500,000 warrants divided into three different
        types, Class A, Class B and Class C purchase warrants for each ordinary share
        purchased. Each warrant is exercisable to purchase one ordinary share. The
        per
        share warrant exercise price is $0.35 per A warrant; $0.15 per B warrant;
        and
        $0.50 per C warrant. The A warrants and C warrants are exercisable from and
        after the issue date and for thirty-six (36) months thereafter. The C warrant
        may be exercised by a holder of a C warrant only for the same number of warrant
        shares as such holder exercised for a B warrant. The B warrants will be
        exercisable commencing on the actual date that a registration statement
        registering the warrant shares is declared effective, and for the first sixty
        (60) days of effectiveness of such registration statement.
  On
        April
        21, 2004, as a part of a private placement, the Company issued 22,500,000
        warrants divided into three different types, Class A, B and C purchase warrants,
        each of which is exercisable to purchase the equivalent number of common
        shares
        purchased by that investor in the private placement. The per share warrant
        exercise prices are: $0.2 for the A warrant; $0.35 for the B warrant and
        $0.5
        for the C warrant.
 F-28
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        5 - Warrants (cont.):**
  All
        warrants are first exercisable on the earlier of 65 days after the closing
        of
        the private placement transaction or the actual date that a registration
        statement registering the investors' shares has been declared effective.
        The A
        warrants will be exercisable until approximately eight (8) months after that
        the
        effective date of the registration statement. Each of the B warrants and
        C
        warrants are exercisable until a date approximately thirty-six (36) months
        after
        the closing of the private placement. All warrants are subject to certain
        limitations on their exercise. In addition, a C warrant may be exercised
        only to
        the same proportion as the holder has actually exercised an A warrant. The
        Company has agreed to file a registration statement to register the shares
        (including the warrant) for resale by the investors.
 
 During
        the reported period these warrants are outstanding, if the Company shall
        issue
        any ordinary shares, debt instrument, warrant, right or option, except for
        the
        excepted issuances (as defined in the subscription agreement), prior to the
        complete exercise of these warrants for a consideration less than the exercise
        price that would be in effect at the time of such issue, then, and thereafter
        successively upon each such issue, the exercise price shall be reduced to
        such
        other lower issue price.
  As
        a
        result of subsequent transactions, the exercise price of all warrants issued
        on
        March was reduced to $0.1.
 
 For
        accounting purposes, both issuances were treated in accordance with APB 14
        “Accounting for Convertible debt and Debt Issued with Stock Purchase Warrants”.
        At the issuance date, the proceeds amount was allocated first to the warrants
        according to Black & Scholes pricing model and the excess amount was
        allocated to the shares. Since the Company is under an obligation to register
        the warrants, their fair value is revaluated each reported period, and all
        the
        changes in the fair value are recorded as financial income (expense) against
        liability in accordance with EITF 00-19 “Accounting for Derivative financial
        Instruments Indexed to, and Potentially Settled In a Company's Own
        Stock”.
  As
        of
        December 31, 2004, the fair value of the said warrants was $478 thousand
        and the
        Company recorded financial expenses of $381 thousand during the reported
        period
        against the warrants.
  F-29
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        6 - Loans from Others:**
  **Composition:**
  **December
                  31,****2004****(in
                  thousands)**(1)$
                  140(2)
                  75$
              215
 
 (1) On
        December 20, 2004 the Company received a loan from Apros & Chay M.B. Ltd. at
        the rate of 12% per annum. The loan will be repaid to the lender with the
        accrued interest on or before December 20, 2005. Apros & Chay M.B. Ltd. is
        the main shareholder of the Company.
  (2) The
        loan
        received from Bridges & Pipes LLC (“Bridges”) on December 23, 2004, at the
        rate of 12.5% per annum. The principal of the loan, together with the accrued
        interest will be repaid on or before June
        30,
        2005. During the said period, Bridges will have the option to convert the
        principal amount of the loan including the accrued interest into the shares
        of
        the Company held by Unicorp Ltd. (a company controlled by the chairman of
        the
        board of directors) at a price of $0.04 per share and in exchange Unicorp
        will
        be the owner of the loan.
  **Note
        7 - Convertible note:**
  As
        of
        December 31, 2004, the outstanding balance of the convertible note is comprised
        as follows (see also Note 2H):
  **December
                  31,****2004****(in
                  thousands)****Convertible
                  note:**Par
                  value
              
              $
              702Less
                  - beneficial conversion features, net (*)
              
              
              (348
              )$
              354
  (*) The
        beneficial conversion features are amortized over the conversion period of
        one
        year. Amortization charged to financial expenses was $286 thousand for the
        reported period.
  The
        issuance costs, which are classified to other assets, are amortized over
        the
        term of the note of one year, using the interest method.
 F-30
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
 **Note
        8 - Accounts Payable:**
  Long-term
        accounts payable represents a provision to directors and officers insurance
        (Note 10B2) and are comprised as follows:
  **December
                  31,****2004****(in
                  thousands)**Fiscal
                  2005
              
              $
              60Fiscal
                  2006
              
              
              30Fiscal
                  2007
              
              
              30Thereafter
              
              
              60180Less
                  - amortized discount based on imputed interest rate of 10%
              
              
              (45
              )Less
                  - current portion of long-term liabilities
              
              
              (60
              )$
              75
  **Note
        9 - Redeemable Shares:**
  Represents
        2,250,000 puttable shares issued to Comverse (see Note 2B).
  **Note
        10 - Commitments and Contingencies:**
  **A.** **Put
        Options:**
 F-31
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        10 - Commitments and Contingencies (cont.):**
  **A.** **Put
        Options (cont):**
  As
        to the
        put option granted by TCM - see Note 2B.
 
 **B.** **Contingent
        Liabilities:**
  1) On
        March
        21, 2004 a financial claim of $291 thousand was filed by Castlenet Technology
        Inc. in the Magistrate’s Court of Tel-Aviv, against Coresma, the Company, and
        previous officers and directors of the Company and Coresma. Castlenet claims
        that Coresma owes Castlenet $ 291 thousand for products that it provided
        to
        Coresma and for which Castlenet claims that Coresma has not paid. Castlenet
        claims that the court should “pierce the corporate veil” of Coresma and thus
        hold the Company, as a major shareholder of Coresma, responsible for the
        claimed
        amount.
  The
        Company estimates the risk associated with such claim as "not probable" and
        therefore no provision has been recorded.
  2) On
        June
        9, 2004 the Company received a letter from counsel to certain directors of
        BVR,
        prior to the transaction between BVR and Technocross, claiming breach of
        the
        Company’s obligation to provide Directors and Officers insurance to such
        directors as set forth in Stock Purchase agreement between BVR and Technocross.
        As of July 2005, the Company is seeking a resolution to the issue. The Company
        estimates that it will have to pay $180 thousand in several installments
        over
        the next 6 years in respect of the claim. The Company charged an expense
        of $131
        thousand in the reported period in accordance with APB 21 "Interest on
        Receivables and Payables" as it is the fair value of the commitment based
        on an
        imputed interest rate of 10%.
  3) On
        May
        27, 2004, a former employee of Coresma filed a claim against Coresma, EVR
        and
        the Company in the Distrrict Labor Court for an aggregate amount of
        approximately $18 thousand claimed to be due for completion of severance
        payments and executive insurance deposits which were not paid by
        Coresma.
  On
        July
        20, 2004 the district labor court in Tel-Aviv decided to remove any allegation
        against the Company and EVR and charged the employee with court
        expenses.
  F-32
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        10 - Commitments and Contingencies (cont.):**
  **B.** **Contingent
        Liabilities (cont.):**
  4) On
        December 30, 2004 a financial claim in the amount of $38 thousand was filed
        by
        Red Match Ltd. ("Red Match") in the Magistrate’s Court of Tel Aviv against TCM
        for amounts owed in respect of services provided by Red Match to TCM. The
        claim
        by Red Match arises out a non-binding memorandum of understanding executed
        by
        the two companies relating to then contemplated business cooperation by the
        two
        companies. TCM filed its answer denying all allegations. In addition, TCM
        filed
        a counterclaim against Red Match in the amount of $66 thousand in respect
        of
        damages caused to it by Red Match's actions and inaction.
  5) On
        March
        27, 2005, one of the company former attorneys commenced an action in seeking
        unpaid legal fees in the amount of $41 thousand. The Company denied the
        complaint's material allegations and alleges as defenses that it was over-billed
        in unreasonable amounts and otherwise damaged by the law firm's failure to
        advise properly.
  6) On
        March
        29, 2005, former employees of EVR and certain of the convertible note holders,
        filed a motion with the District Court in Tel-Aviv for the liquidation of
        the
        Company and for the appointment of a temporary court appointed liquidator.
        On
        April 18, 2005, the court denied the plaintiffs' motion for the appointment
        of a
        temporary liquidator.
  Concurrent
        with this suit, on April 11, 2005, the convertible note holder's plaintiffs
        filed with the court a separate motion for the appointment of a temporary
        and
        permanent receivers for the Company. The Plaintiffs' motion for the appointment
        of a temporary receiver was denied.
  On
        July
        26,2005 the District Court in Tel-Aviv granted for the appointment of a
        permanent receiver to the Company. The court appointed Mr. Adi Braunstein,
        an
        Israeli based attorney, as a receiver for the purpose of enforcing the terms
        of
        the note that came due in June 2005. The motion for the appointment of a
        permanent liquidator for the Company is pending on the court decision which
        as
        not been obtained to date. Mr. Braunstein represented the 2004 debentures
        holders in these legal proceedings.
  F-33
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        10 - Commitments and Contingencies (cont.):**
  **C.** **Commitments:**
  1) The
        Company has granted certain investors, as part of the March private placement,
        rights to register their ordinary shares within a specified time period.
        The
        Company has an obligation to file a Form F-1 registration statement with
        the
        Securities and Exchange Commission for the shares, no later than April 2,
        2004.
        The Company did not file the required registration statement by such date
        and
        therefore, pursuant to the subscription agreement with the selling shareholders,
        the Company is obligated to pay them liquidating damages for each thirty
        days of
        delay or part thereof equal to 2% of the greater of the market value of their
        shares or the purchase price they paid for such shares and their
        warrants.
  The
        Company has an additional obligation, relating to the April private placement,
        to file a Form F-1 registration for another group of investors no later than
        May
        19, 2004. The Company did not file the required registration statement by
        such
        date and therefore, pursuant to the registration rights agreement with these
        shareholders, the Company is obligated to pay them liquidating damages equal
        to
        2% of the purchase price they paid, for each thirty days of delay or part
        thereof.
  As
        a
        result of the failure to timely register the shares in respect of the March
        and
        April privet placements, the Company is obligated to pay liquidating damages
        amount to approximately $1,382 thousand as of December 31, 2004 and a provision
        was recorded in the same amount. The Company is currently negotiating with
        such
        shareholders to pay the penalties in shares instead of cash
        payments.
  The
        Company has an obligation to register shares issuable to the bank (see Note
        2G)
        pursuant to an agreement dated May 20, 2004 no later than September 17,
        2004.
  In
        addition to the foregoing, the Company is under an obligation to register
        the
        shares it issued to Comvers Technologies Inc. in connection with the acquisition
        of the TVGate technology. To date, the Company has not registered these shares.
        According to the agreement the Company is not obligated to pay any penalties
        for
        such breach since Company granted Comverse a put option requiring TCM to
        purchase the shares it has issued to Comverse for an aggregate amount of
        $300
        thousand.
 F-34
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        10 - Commitments and Contingencies (cont.):**
  **C.** **Commitments
        (cont.):**
  1) (cont.)
  In
        connection with the issuance of the convertible note, the Company is required
        to
        register the shares underlying the note and the warrant within 45 days of
        the
        closing. If the Company will fail to do so, it will have to pay liquidation
        damages to the holders of approximately 1% of the face of the note for every
        30
        days of delay. As of December 31, 2004, the liquidation damages totaled $33
        thousand and a provision was recorded in the same amount.
  2) On
        February 18, 2004, Technocross signed an agreement with Unicorp Ltd. (“Unicorp”)
        which is the sole owner of the Watchow Portal ( www.watchow.com )
        and of
        Cat4view Ltd. (“Cat4view”) which provides maintenance and operation services for
        the portal.
  According
        to the agreement, Unicorp granted to Technocross the sole and exclusive,
        irrevocable and perpetual worldwide license to use the Watchow portal in
        any
        manner.
  In
        consideration for the license, Technocross shall pay to Unicorp and Cat4view
        royalties of 5% of the gross revenues generated from use of the Watchow portal,
        up to maximum of $2,500 thousand. Notwithstanding the abovementioned, at
        any
        time prior to August 18, 2004, Unicorp and Cat4view may elect to replace
        the
        royalties payments with the issuance of TCM common shares, so that following
        the
        issuance, Unicorp and Cat4view will hold 20% of the outstanding share capital
        of
        TCM.
  On
        July
        25, 2004, Unicorp and Cat4view exercised their right under the license and
        as a
        result Unicorp and Cat4view will own 17% and 3% of the share capital of TCM,
        respectively, while the Company will own 80%. After Unicorp and Cat4view
        exercised their right, the Company’s Board of Directors and Audit Committee
        approved that instead of the TCM shares, Unicorp and Cat4view will be issued
        ordinary shares of the Company, having the same value as the TCM shares at
        the
        date of issuance. The actual number of ordinary shares, which will be issued
        to
        Unicorp and Cat4view will be determined based on a value assessment of TCM
        and
        Technoprises.
  Based
        on
        such valuations of TCM, the Company issued in November 1, 2004, 18,372,023
        ordinary shares to Unicorp and 3,242,122 shares to Cat4view against operating
        expenses in the amount of $3,458 thousand. The expenses were valued according
        to
        the market price of the share at the closing date of the exercise right notice.
  Unicorp
        is wholly owned by the Chairman of the Board of Directors and the CEO of
        the
        Company. Cat4view is under the control of one of the shareholders of the
        Company.
 F-35
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        10 - Commitments and Contingencies (cont.):**
  **C.** **Commitments
        (cont.):**
  3) On
        June
        27, 2004, the Board of Directors resolved to grant Apros & Chay M.B. Ltd.
        and TCM founders a right to participate in the investment round of the
        Subscription Agreement, dated April 21, 2004 and to purchase, at a price
        of
        $0.10 per share, up to such number of shares which will enable them to maintain
        their respective shareholdings in the Company, as of prior to the closing
        of
        such investment round on terms similar to such agreement. This participation
        right is subject to the approval of the Audit Committee and the approval
        Company's shareholders. The audit committee approved such participation right
        on
        June 20, 2004. The approval of the shareholders is yet to be obtained to
        date.
  On
        June
        27, 2004, the Board of Directors resolved to grant Apros & Chay M.B. Ltd.
        and TCM founders a right to participate in the investment round of the Term
        Sheet, dated June 9, 2004 and to purchase, within a period of six months
        following the closing of the definitive agreement, a convertible note under
        terms identical to the terms of the term sheet up to such amount, which will
        enable such shareholders to maintain their respective shareholdings in the
        Company as of prior to the closing of such investment. This participation
        right
        is subject to the approval of the Company's shareholders, which is yet to
        be
        obtained to date.
  Since
        the
        board of directors and the shareholders of the Company did not give their
        approval for these rights, no compensations were recorded.
 
 **D.** **Leases:**
  The
        Company rents its offices and vehicles under lease agreement. Aggregate minimum
        rental commitments under non-cancelable leases as of December 31, 2004 were
        as
        follows:
  **Officefacilities**
              
              **Vehicles**2005
              
              $
              132
              
              $
              652006
              
              
              132
              
              
              652007
              
              
              77
              
              
              16$
              341
              
              $
              146
 
 F-36
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        10 - Commitments and Contingencies (cont.):**
  **E.** **Liens:**
  The
        Company granted to the holders of the convertible note (see Note 2H) a first
        lien on substantially all the Company’s assets including all the Company
        tangible and intangible properties, patent applications, trademark and service
        mark rights, licenses and all the shares of common stock or any other equity
        securities held by TCM, EVR and Technocross.
 
 **Note
        11 - Shareholders' Deficiency:**
  **Share
        Capital:**
  **A.** On
        February 18, 2004, the Company’s authorized additional share capital of NIS
        1,700,000, divided into 170,000,000 ordinary shares, NIS 0.01 par value each,
        such that the Company’s authorized share capital would be NIS 2,000,000, divided
        into 200,000,000 Ordinary Shares, NIS 0.01 par value each.
  On
        May
        31, 2004, the Company approved the following changes in the share capital:
        conversion of shares from NIS 0.01 par value each into non par value shares;
        increase of the authorized share capital by an additional 300,000,000 ordinary
        shares. Consequently, as of May 31, 2004 onward, the authorized share capital
        is
        comprised of 500,000,000 non par value ordinary shares.
 
 **B.** On
        February 18, 2004, the Company’s shareholders approved issuance of 88,539,309
        ordinary shares, NIS 0.01 par value each (see Note 2A - recapitalization
        of the
        company).
  **C.** On
        March
        3, 2004, the Company issued 7,500,000 ordinary shares NIS 0.01 par value
        each
        (as part of the 88,539,309, ordinary shares that were issued on February
        18,
        2004) (Note 2C).
  **D.** On
        April
        21, 2004 the Company issued 22,500,000 ordinary shares NIS par value
        each.
  **E.** On
        July
        27, 2004 the issued to the bank 5,200,000 according to the agreement dated
        May
        20, 2004 in respect of Coresma outstanding debt (Note 2G).
  **F.** On
        July
        27, 2004 the company issued 7,000,000 ordinary shares to financial consultants
        in exchange for their services (Note 2I).
  **G.** On
        August
        19, 2004 the company issued 2,011,420 ordinary shares due to a conversion
        of a portion
        from the convertible note.
  F-37
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        11 - Shareholders' Deficiency (cont.):**
  **Share
        Capital (cont.):**
  **H.** On
        August
        31, 2004 the company issued 480,000 ordinary shares to the finders of the
        Araneo
        transaction (Note 2E).
  **I.** On
        December 1, 2004 the company issued 18,372,023 ordinary shares to Unicorp
        and
        3,242,122 ordinary shares to Cat4view (Note 10C2).
  **J.** **Stock
        option plan:**
  The
        Company adopted an Employee Share Option Plan (“ESOP-1998”). The options have an
        average vesting period of approximately 2 years and expire 5 years subsequent
        to
        the date of grant. Each option is exercisable into one ordinary share of
        the
        Company, at an exercise price of not less than the fair market value of the
        ordinary shares on the grant date. Any options cancelled or forfeited before
        expiration are available for future grants.
  A
        summary
        of the Company's stock option activity, and related information for the period
        from inception (January 8, 2004) to December 31, 2004 is as
        follows:
  **Period
                  from inception(January 8, 2004)**
                **to
                  December 31, 2004****Weighted****Number**
              
              **average****of**
              
              **exercise****options**
              
              **price****$**Options:Outstanding
                  at the beginning of the period
              
              
              950,000
              
              
              5.25Granted
              
              
              -
              
              
              -Exercised
              
              
              -
              
              
              -Forfeited
              
              
              (880,000
              )
              
              5.32Outstanding
                  at the end of the period
              
              
              70,000
              
              
              4.27Exercisable
                  at December 31, 2004
              
              
              70,000
              
              
              4.27
 
 F-38
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        11 - Shareholders' Deficiency (cont.):**
  **J.** **Stock
        option plan (cont.):**
  The
        options outstanding as of December 31, 2004, have been separated into exercise
        price categories as follows:
  **Number**
              
              **Weighted
                  average of**
              
              **Number**
              
              **Weighted****outstanding
                  at**
              
              **remaining**
              
              **exercisable
                  at**
              
              **Average****Exercise**
              
              **December
                  31,**
              
              **contractual**
              
              **December
                  31,**
              
              **Exercise****price**
              
              **2004**
              
              **life
                  (years)**
              
              **2004**
              
              **Price****$**
              
              
              
              
              
              
              
              **$**8.25
              
              25,000
              
              1.75
              
              25,000
              
              8.252.06
              
              45,000
              
              1.9
              
              45,000
              
              2.0670,000
              
              1.83
              
              70,000
 
 **K.** **Warrants:**
  1. On
        March
        3, 2004 as part of a private placement, the Company issued 7,500,000 warrants
        divided into three different types, Class A, Class B and Class C purchase
        warrants for each ordinary share purchased. Each warrant is exercisable to
        purchase one ordinary share. The per share warrant exercise price is $0.35
        per A
        warrant; $0.15 per B warrant; and $0.50 per C warrant. The A warrants and
        C
        warrants are exercisable from and after the issue date and for thirty-six
        (36)
        months thereafter. The C warrant may be exercised by a holder of a C warrant
        only for the same number of warrant shares as such holder exercised for a
        B
        warrant. The B warrants will be exercisable commencing on the actual date
        that a
        registration statement registering the warrant shares is declared effective,
        and
        for the first sixty (60) days of effectiveness of such registration
        statement.
  2. On
        April
        21, 2004, as a part of a private placement, the Company issued 22,500,000
        warrants divided into three different types, Class A, B and C purchase warrants,
        each of which is exercisable to purchase the equivalent number of common
        shares
        purchased by that investor in the private placement. The per share warrant
        exercise prices are: $0.2 for the A warrant; $0.35 for the B warrant and
        $0.5
        for the C warrant.
 F-39
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        11 - Shareholders' Deficiency (cont.):**
  **K.** **Warrants
        (cont.):**
  2. (cont.):
  All
        warrants are first exercisable on the earlier of 65 days after the closing
        of
        the private placement transaction or the actual date that a registration
        statement registering the investors' shares has been declared effective.
        The A
        warrants will be exercisable until approximately eight (8) months after that
        the
        effective date of the registration statement. Each of the B warrants and
        C
        warrants are exercisable until a date approximately thirty-six (36) months
        after
        the closing of the private placement. All warrants are subject to certain
        limitations on their exercise. In addition, a C warrant may be exercised
        only to
        the same proportion as the holder has actually exercised an A warrant. The
        Company has agreed to file a registration statement to register the shares
        (including the warrant) for resale by the investors.
 
 3. Regarding
        the abovementioned private placements in March and April 2004, during the
        period
        these warrants are outstanding, if the Company shall issue any ordinary shares,
        debt instrument, warrant, right or option, except for the excepted issuances
        (as
        defined in the subscription agreement), prior to the complete exercise of
        these
        warrants for a consideration less than the exercise price that would be in
        effect at the time of such issue, then, and thereafter successively upon
        each
        such issue, the exercise price shall be reduced to such other lower issue
        price.
  As
        a
        result of subsequent transactions, the exercise price of all warrant issued
        to
        the investors in the March private placement were reduced to $0.1.
  4. In
        connection with the Convertible note described in Note 2H, the Company had
        issued warrants with an exercise price of $0.27 each, to purchase a number
        of
        ordinary shares equal to 75% of the ordinary shares into which the note can
        be
        converted. The holders can exercise the warrants into the Company shares
        until
        June 30, 2009 subjected to the conditions of the note.
  F-40
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        12 - Taxes on Income:**
  **A.** **Measurement
        of taxable income under the Income Tax (Inflationary Adjustments) Law,
        1985:**
  Under
        this law, taxable income is measured in real terms, in accordance with the
        changes in the Israeli CPI or in the exchange rate of the U.S. dollar, for
        a
“foreign investment company”. The Company and its Israeli subsidiaries elected
        to measure their results on the basis of the changes in the Israeli
        CPI.
 
 **B.** **A
        reconciliation between the theoretical tax expenses, assuming all income
        is
        taxable at the statutory of 35% rate applicable in Israel and the actual
        tax
        expenses, is as follows:**
  **Period
                  from inception (January 8, 2004) to December 31,****2004****(in
                  thousands)**Loss
                  before taxes on income
              
              $
              (20,411
              )Theoretical
                  tax benefits according to 35% tax rate
              
              
              (7,144
              )Carryforward
                  losses and other temporary differences for which the
                Company
                  provided an allowance against deferred taxes
              
              
              6,123Changes
                  in tax rates in the following years (see also Note 12E)
              
              
              1,021Taxes
                  on income in the consolidated statement of operations
              
              $
              -
 
 **C.** **Income
        tax assessments:**
  According
        to a tax ruling in January 2004, the Technoprises is no longer entitled to
        utilize tax losses carry forward for years ending on or before December 31,
        2003.
  EVR
        received final tax assessments up to and including the tax year 1999. There
        are
        no carryforward operating losses.
  Technocross
        and TCM did not receive final tax assessments since inception.
 F-41
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        12 - Taxes on Income (cont.):**
  **D.** **Tax
        reform:**
  On
        January 1, 2003, a comprehensive tax reform took effect in Israel. Pursuant
        to
        the reform, resident companies are subject to Israeli tax on income accrued
        or
        derived in Israel or abroad. In addition, the concept of “controlled foreign
        corporation” was introduced, according to which an Israeli company may become
        subject to Israeli taxes on certain income of a non-Israeli subsidiary if
        the
        subsidiary's primary source of income is passive income (such as interest,
        dividends, royalties, rental income or capital gains). The tax reform also
        substantially changed the system of taxation of capital gains. The Company’s
        management cannot estimate at present whether the reform will have an effect
        on
        the Company’s future results of operations.
 
 **E.** **Changes
        in tax rates:**
  On
        June
        29, 2004 the law for Amendment of the income tax ordinance (Amendment No.
        140),
        5764-2004 became effective. Following the effectiveness of this amendment,
        the
        income tax applicable to Israeli companies will be gradually reduced from
        35% in
        2004 to 30% in 2007 and going forward.
 
 **F.** **Non
        Israeli Subsidiaries:**
  Non-Israeli
        subsidiary in the United States is taxed based upon tax laws in the country
        of
        domicile of the respective subsidiary.
 
 **G.** **Treatment
        of deferred income taxes:**
  A
        valuation allowance has been recorded against deferred tax assets as
        follows:
  **Period
                  from inception (January 8, 2004) to December 31,****2004****(in
                  thousands)**Net
                  operating losses carryforward and other temporary differences
              
              $
              6,123Valuation
                  allowance
              
              
              (6,123
              )$
              -
 
 The
        Company applies the provisions of SFAS 109 “Accounting for Income Taxes” of the
        FASB. The Company has not created deferred tax asset due to the uncertainty
        as
        to whether it will have the required taxable income in the near term to be
        able
        to utilize such deferred taxes.
 F-42
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        13 - Supplementary Financial Statement Information:**
  **A.** **Balance
        sheet:**
  **Accounts
        payable and Accruals - Other:**
  **December
                  31,****2004****(in
                  thousands)**Accrued
                  expenses and other current liabilities
              
              $
              396Liquidating
                  damages to investors as a result of inability to file F-1
              
              
              1,415Employees
                  and wage-related liabilities
              
              
              243Liability
                  to the bank (see Note 2G)
              
              
              100Current
                  portion of liability in respect of Directors and Officers
                  insurance(see
                  Note 10B2)
              
              
              60Liability
                  in respect of the purchase of the TVGate software technology(see
                  Note 2B)
              
              
              430$
              2,644
 
 **B.** **Statement
        of operations:**
  **1.** **Purchased
        computer software:**
  **Period
                  from Inception (January 8, 2004) to December 31,****2004****(in
                  thousands)**Expense
                  in respect of the purchase of the TVGate software
                  Technology(see
                  Note 2B)
              
              $
              1,200Expense
                  in respect of the purchase of Lucent technology (see Note
                  2F)
              
              
              500Expense
                  in respect of issuance of shares to individuals who contribute
                  technology
                  to Technocross (see Note 2A)
              
              
              575$
              2,275
 F-43
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        13 - Supplementary Financial Statement Information
        (cont.):**
  **B.** **Statement
        of operations (cont.):**
  **2.** **Financial
        expenses, net:**
  **Period
                  from Inception (January 8, 2004) to December 31,****2004****(in
                  thousands)**Bank
                  charges and interest
              
              $
              15Functional
                  currency translation adjustment
              
              
              41Revaluation
                  of warrants
              
              
              381Convertible
                  note related expenses
              
              
              342Liquidation
                  damages to investors as of inability to file F-1
              
              
              1,415$
              2,194
  **3.** **Other
        expenses:**
 **Period
                  from Inception (January 8, 2004) to December 31,****2004****(in
                  thousands)**Expense
                  in respect of the agreement with the bank (see Note 2G)
              
              
              1,089Expense
                  in respect of Directors and Officers insurance
              
              
              131Other
              
              
              120$
              1,340
 F-44
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        13 - Supplementary Financial Statement Information
        (cont.):**
 **C.**  **Earnings
        (loss) per share:**
 The
        following table sets forth the computation of basic and diluted net earnings
        (loss) per share.
 **Period
                  from Inception (January 8, 2004) to December 31,****2004****(in
                  thousands)****a.****Numerator:**Net
                  loss to holders of Ordinary shares
              
              $
              (20,411
              )Numerator
                  for basic and diluted net loss per share - loss available to holders
                  of
                  Ordinary shares
              
              
              (20,411
              )**b.****Denominator:**Denominator
                  for basic net loss per share - weighted average of shares
              
              
              113,612Effect
                  of dilutive securities:Warrants
                  of ordinary shares
              
              
              *
                  -Employee
                  stock options
              
              
              *
                  -Dilutive
                  potential Ordinary shares
              
              
              -Denominator
                  for diluted net loss per share - weighted average shares and assumed
                  exercise of options
              
              
              113,612Basic
                  and diluted net loss per share
              
              $
              (0.18
              )
  *  Anti-dilutive.
  **Note
        14 - Transactions with Related Parties:**
  **A.** The
        Company recorded an expense of $15 thousand per month as management fee in
        favor
        of Apros & Chay M.B. - the main shareholder of the Company.
  **B.** As
        the
        agreement with Unicorp and Cat4view - see Note 10C2.
  **C.** As
        to a
        loan received from a related party - see Note 6.
 F-45
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        15 - Subsequent Events:**
  **A.** On
        January 5, 2005 the Company established Tegrasoft Ltd. ("Tegrasoft"), an
        Israeli
        company of which the Company hold 75% of the issued and outstanding shares.
        The
        remaining 25% of Tegrasoft share capital held by T.D.C. Computer Suppliers
        Ltd.
        ("T.D.C."). Tegrasoft is a service company for the hardware and software
        computer market and is focused on the sales and marketing of hardware and
        software products of leading computer hardware companies.
  In
        addition, the Company have agreed that TDC will be entitled, within 36 months
        of
        Tegrasoft establishment, to convert its shareholdings of Tegrasoft into shares
        of Company at an agreed upon valuation based on the per share market price
        of
        the share during the three months preceding the date of conversion.
  The
        receiver noted that according to the article of association of the Company,
        the
        board needs a minimum of four directors for any material approval, which
        has yet
        to be obtained regarding the said transaction.
 
 **B.** On
        January 18, 2005 the company, Tegrasoft the company and BPI Inc. ("BPI"),
        a
        Florida based company entered into advisory service agreement pursuant to
        which
        BPI will provide marketing services with respect to B2B Business. Under the
        agreement the Company will issue to BPI 4,166,000 shares on every $6.66 million
        revenues that Tegrasof will generate during 2005 for up to a maximum of 25
        millions shares. If Tegrasof will generate revenues of $60 million in 2005,
        the
        Company will issue BPI an additional 5 million shares to BPI.
  In
        February 2005, the parties entered into a supplemental agreement with BPI
        pursuant to which they undertook to assist in opening 120 points of sale
        for B2B
        Busines on a worldwide global basis ("BPI Supplemental Agreement"). Under
        the
        BPI Supplemental Agreement, BPI is entitled to 9 million shares upon the
        entry
        into a supplementary agreements relating to the opening of points of sale
        worldwide and an additional 9 million shares upon the opening of the first
        60
        points of sale.
  As
        of
        July 2005, the Company issued to BPI 34,000,000 shares in respect of services
        rendered under the agreement. The Company has also granted BPI limited co-sale
        rights with respect to 25% of their share holdings in any future sale of
        the
        Company securities up to a maximum amount of 15% of such raise.
  The
        receiver noted that according to the article of association of the Company,
        the
        board needs a minimum of four directors for any material approval, which
        has yet
        to be obtained regarding the said transaction.
 F-46
 **TECHNOPRISES
              LTD.**
 **(Formerly:
              “B.V.R. TECHNOLOGIES LTD.”)**
 **(A
              Development Stage Company)**
 **NOTES
              TO CONSOLIDATED FINANCIAL STATEMENTS**
  **Note
        15 - Subsequent Events (cont.):**
  **C.** On
        January 11, 2005 the company received a loan of $75 thousand from Bushido
        Capital Master Fund L.P. ("Bushido") at the rate of 12.5% per annum. The
        principal of the loan, together with the accrued interest will be repaid
        on or
        before June 30, 2005. During the said period, Bushido will have the option
        to
        convert the principal amount of the loan including the accrued interest into
        the
        shares of the Company held by Unicorp Ltd. (a company controlled by the chairman
        of the board of directors) at a price of $0.04 per share and in exchange
        Unicorp
        will be the owner of the loan.
  **D.** As
        for
        the appointment of a permanent receiver to the Company - see Note
        10B6.
    F-47