**SECURITIES
        AND EXCHANGE COMMISSION**
 Washington,
        D.C. 20549
 
 **FORM
        10-KSB**
 
 (Mark
        One)
 
 [X]
        ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
        1934
 
 For
        the
        Fiscal Year Ended September 30, 2005
 
 [
        ]
        TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF
        1934
 
 For
        the
        transition period from ____________ to _____________
 
 Commission
        File No. 333-90682
 
 **TechnoConcepts,
        Inc.**
 (Formerly
        known as Technology Consulting Partners, Inc.)
 (Name
        of
        Small Business Issuer in its charter)
 
 Colorado
              84-1605055(State
                  or other jurisdiction of
                incorporation
                  or organization)
              (I.R.S.
                  Employer Identification No.)
 
 6060
        Sepulveda Blvd. #202
 Van
        Nuys,
        Ca. 91411
 (Address
        of principal executive offices)(Zip code)
 
 Issuer's
        telephone number, including area code:  (818)
        988-3364
 
 Securities
        to be registered pursuant to Section 12(b) of the Act:
 
 Title
                  of each class
              Name
                  of each exchange on which
                each
                  is registeredNone
              None
 
 Securities
        to be registered pursuant to Section 12(g) of the Act:
 
 Common
        Stock, no par value
 (Title
        of
        Class)
 
 Check
        whether the issuer: (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Exchange Act during the past 12 months (or for such shorter
        period
        that the registrant was required to file such reports); and (2) has been
        subject
        to such filing requirements for the past 90 days. Yes [X] No [ ]
 
 Check
        if
        disclosure of delinquent filers in response to Item 405 of Regulation S-B
        is not
        contained in this form, and will not be contained, to the best of registrant’s
        knowledge, in definitive proxy or information statements incorporated by
        reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.
        [X]
 
 The
        Issuer’s revenues for the fiscal year ended September 30, 2005 were
        $898,261.
 
 The
        number of shares of the registrant’s common stock, no par value per share,
        outstanding as of December 29, 2005 was 27,342,542. The aggregate market
        value
        of the voting and non-voting common equity held by non-affiliates of the
        registrant on December 28, 2005, based on the last sales price on the OTC
        Bulletin Board as of such date, was approximately $56,963,051.
 
 DOCUMENTS
        INCORPORATED BY REFERENCE
 None
 
 Transition
        Small Business Disclosure Format: Yes [ ] No [X]
 
 
  **TABLE
        OF CONTENTS**
 
 PagePART
                  IITEM
                  1.
              DESCRIPTION
                  OF BUSINESS
              3ITEM
                  2.
              DESCRIPTION
                  OF PROPERTY
              17ITEM
                  3.
              LEGAL
                  PROCEEDINGS
              18ITEM
                  4.
              SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITY HOLDERS
              18PART
                  IIITEM
                  5.
              MARKET
                  FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
              18ITEM
                  6.
              MANAGEMENT’S
                  DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
              22ITEM
                  7.
              FINANCIAL
                  STATEMENTS
              36ITEM
                  8.
              CHANGES
                  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                  DISCLOSURE
              36ITEM
                  8A.
              CONTROLS
                  AND PROCEDURES
              37ITEM
                  8B.
              OTHER
                  INFORMATION
              37PART
                  IIIITEM
                  9.
              DIRECTORS,
                  EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSON
              37ITEM
                  10.
              EXECUTIVE
                  COMPENSATION
              43ITEM
                  11.
              SECURITY
                  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
              44ITEM
                  12.
              CERTAIN
                  RELATIONSHIPS AND RELATED TRANSACTIONS
              46ITEM
                  13.
              EXHIBITS
              47ITEM
                  14.
              PRINCIPAL
                  ACCOUNTANT FEES AND SERVICES
              47SIGNATURES
              48
  
  **FORWARD-LOOKING
        STATEMENTS**
 
 *This
        Annual Report on Form 10-KSB contains forward-looking statements
        that*  *involve
        risks and uncertainties. These forward-looking statements are
        not*  *historical
        facts but rather are based on current expectations, estimates
        and*  *projections
        about our industry, our beliefs and assumptions. We use words
        such*  *as
        “anticipate,”“expect,”“intend,”“plan,”“believe,”“foresee,”“estimate”*  *and
        variations of these words and similar expressions to identify*  *forward-looking
        statements. These statements are not guarantees of future*  *performance
        and are subject to certain risks, uncertainties and other
        factors,*  *some
        of which are beyond our control, are difficult to predict and could
        cause*  *actual
        results to differ materially from those expressed or forecasted in
        the*  *forward-looking
        statements. These risks and uncertainties include those*  *described
        in “Risk Factors That May Affect Future Results” and elsewhere
        in*  *this
        Annual Report. You should not place undue reliance on these*  *forward-looking
        statements, which reflect our view only as of the date of this*  *Annual
        Report.*
 
 **PART
        I**
 
 **ITEM
        1. DESCRIPTION OF BUSINESS**
 
 TechnoConcepts
        Inc. (the “Company”) is in the business of designing, developing, and marketing
        wireless communications semiconductors. In addition to developing various
        hardware and firmware products designed to facilitate wireless communication,
        the Company has developed a patented technology designed to dramatically
        improve
        the way that wireless signals are received and processed. This technology,
        which
        the Company calls True Software RadioTM, makes possible device-to-device
        communication across otherwise incompatible networks and competing wireless
        standards and formats (e.g. CDMA, TDMA, GSM, GPRS, G3, Bluetooth, WiFi, WiMAX,
        WiBro, etc.), creating true convergence for the wireless industry.
 
 The
        Company believes that True Software RadioTM is the only software-reconfigurable
        single-transceiver technology that has been verified to operate across different
        wireless frequency bands. True Software RadioTM replaces conventional radio
        analog circuitry with a combination of proprietary delta-sigma converters,
        which
        directly convert received wireless signals to digital data ready for
        software-based digital signal processing (and vice versa, for transmission).
        The
        Company believes that this technology, incorporating a cost-effective single
        transmitter/receiver/processor system in a computer chipset, will be integrated
        into next-generation multi-mode radios so that they can operate on multiple
        frequency bands, can process multiple wireless protocols, and can be easily
        reconfigured and upgraded by software commands. The Company believes that
        its
        True Software RadioTM technology will make it possible for:
 
 •  Cell
        phone users to enjoy seamless roaming anywhere in the world, with over-the-air
        software upgrades providing real time service feature enhancements and multiple
        service provider connectivity;
 
 •  Base
        station operators to increase frequency spectrum utilization, to dynamically
        balance system load, and to upgrade cost-effectively with only software
        revisions;
 
 •  Police,
        fire, and other emergency and public safety agencies to communicate directly
        with each other regardless of their different radio systems; and
 
 •  Allied
        military forces to communicate directly with each other regardless of their
        disparate radio systems.
 
 The
        Company plans to design, develop and, with foundry partners, manufacture
        Application Specific Integrated Circuits (ASICs), chipsets and other electronic
        components based on its proprietary technology and to license these products
        to
        major telecommunications equipment suppliers for integration into their wireless
        communications products. As a development stage company, TechnoConcepts has
        not
        yet fully commercialized its proprietary technology, but the Company believes
        it
        is making good progress in doing so. The Company is in the process of developing
        relationships with a number of major wireless communications companies, in
        order
        to incorporate its proprietary technology across a broad spectrum of consumer,
        industrial, and military applications.
 
 3
 
 **History
        and Development of the Company**
 
 Technology
        Consulting Partners, Inc. (“TCP”) was incorporated in September 2001, as a
        Colorado corporation, with the intention of providing high technology consulting
        services to its clients. In June 2002, TCP received its first consulting
        job
        which involved placing two consultants with Siemens Business Technologies;
        however through September 30, 2003, most of TCP’s efforts were devoted to
        organizing the corporation and raising approximately $120,000 in a private
        offering. TCP filed a registration statement on Form SB-2, which was declared
        effective by the Securities and Exchange Commission on January 9,
        2003.
  TechnoConcepts
        Inc. (“TCI”) was incorporated in April 22, 2003, as a Nevada Corporation, with
        the intention of designing, developing, and marketing wireless communications
        solutions. On May 26, 2003, TCI purchased the intellectual property assets
        comprising the True Software RadioTM technology (the “Technology”) from
        TechnoConcepts, Inc., a California corporation (“TCI California”) in exchange
        for 8,000 shares of TCI Series A Convertible Preferred Stock and 3,933,320
        shares of TCI Common Stock. TCI California, which was privately funded,
        developed the Technology independently while also completing a series of
        research projects in the mid-1990s, including a Department of Energy Small
        Business Innovative Research (SBIR) project. Included in the transferred
        Technology was TCI California’s initial patent application for its Direct
        Conversion Delta-Sigma Receiver which TCI California filed on February 2,
        1999.
        The original technical team that invented and developed the Technology continues
        to work for the Company.
 
 On
        December 15, 2003, TCP entered into an Agreement and Plan of Merger with
        TCI,
        whereby TCP acquired all of the issued and outstanding shares of capital
        stock
        of TCI in exchange for shares of TCP representing a controlling interest
        in TCP
        (the “Exchange”). The Exchange was completed on February 17, 2004. Unless the
        context indicates otherwise the terms the “Company,”“TechnoConcepts” and “we”
refer to TCI prior to the Exchange and to the combined companies
        thereafter.
 
 In
        April
        2004, the Company entered into a Memorandum of Understanding with Taiwan-based
        Wistron NeWeb Corporation, a major manufacturer and designer of mobile wireless
        communications products to collaborate in developing commercial product
        applications for the Company’s True Software RadioTM technology in mobile
        consumer products. The Memorandum of Understanding expired in April 2005;
        however, in Summer 2005 Neweb agreed to begin supplying its networking products
        to the Company’s subsidiary, Asante Networks Inc.
 
 In
        April
        2004, the Company entered into a Technology Application Agreement with Zinwell
        Corporation, a leading designer and manufacturer of transmission products
        and
        digital set-top boxes used in satellite, communications, and CATV/MATV fields
        as
        well as a solution provider for system integration in 3C and IA applications.
        The agreement provides for the incorporation of the Company’s True Software
        RadioTM technology into Zinwell’s next generation wireless products, to deliver
        advanced capabilities for commercial applications for the CATV/MATV and Wireless
        Gateway applications. The Company is currently working with Zinwell on Phase
        One
        of the agreement, to define the technical details for the technology to meet
        the
        requirements of the commercial marketplace.
 
 On
        April
        15, 2004, the Company amended its Articles of Incorporation to change its
        name
        from Technology Consulting Partners, Inc. to TechnoConcepts, Inc.
 
 In
        June
        2004, Patent No. 6,748,025 was granted to the Company, allowing 19 different
        claims for the conversion of RF signals directly into high-speed digital
        data
        streams (RF/DTM), which are then sorted and demodulated with digital signal
        processing. This patent is the first of a series of applications the Company
        intends to file that form the basis for the Company’s True Software RadioTM
technology. On November 4, 2004, the Company filed a continuation application
        with new claims to Patent No. 6,748,025. This continuation, if approved,
        will
        broaden the scope of TechnoConcepts’ current patent protection.
  4
  In
        July
        2004, the Company signed a Joint Technology Agreement with a major Taiwan-based
        wireless base station developer to jointly design, develop and market
        next-generation products that can deliver advanced capabilities for the
        third-generation (3G) wireless infrastructure marketplace and that incorporate
        the Company’s True Software RadioTM technology. The parties are currently working
        on Phase One of the agreement, to define the technical details of an RF/DTM
technology that will meet the requirements of the commercial
        marketplace.
 
 In
        November 2004, the Company completed a private placement of convertible
        debentures, shares of preferred stock and warrants with several institutional
        investors. Net proceeds to the Company from these transactions were
        approximately $5,775,000. See “Recent Sales of Unregistered Securities” under
        Item 5 of this report.
 
 In
        February 2005, the Company entered into its first commercial license agreement
        for its True Software RadioTM technology. The agreement is with China Electronics
        Shanghai Corporation, a division of China Electronics Corporation (CEC),
        a $5
        billion conglomerate under the direct supervision of the central government
        of
        China, with 16 wholly-funded subsidiaries, 30 share-holding companies, two
        overseas operations and six publicly listed companies. The license agreement
        is
        subject to approval of the United States Department of Export License Control
        and to regulations of the Peoples Republic of China, whose approvals are
        anticipated to be received. As more fully described below (in “Recent Events”),
        in September 2005 the Company entered into Memoranda of Understanding for
        the
        first two projects under this commercial license agreement. The first project
        involves the integration of True Software RadioTM into multi-protocol 3G mobile
        handsets (cell phones). The second project is to collaborate on the development
        of an emergency response application, providing communications interoperability
        for first responders in emergencies.
 
 In
        May
        2005, the Company formed Techno (Hong Kong) Limited. This subsidiary is located
        in Hong Kong’s Science & Technology Park, and the Company plans for it to
        perform production design and engineering for the Company’s semiconductor
        products.
 
 In
        June
        2005, the Company completed its Agreement and Plan of Acquisition with Asanté
Technologies, Inc. Pursuant to the Agreement and Plan of Acquisition, the
        Company acquired all of the assets and business of Asanté and significant
        liabilities in exchange for 1,161,170 shares of the Company’s Common Stock,
        valued at $4.306 per share for an aggregate value of $5 million. In addition,
        the Agreement and Plan of Acquisition included a two year earn-out provision
        whereby the Company would issue additional shares of the Company’s Common Stock
        worth up to $3,000,000 if certain revenue goals were achieved. In connection
        with the acquisition, the Company formed Asanté Acquisition Corporation, a
        California private corporation, as a wholly owned subsidiary of the Company.
 
 In
        October 2005, the Company restructured Asanté Acquisition Corporation, by
        merging it into RegalTech Inc., (PNK:RGTH) a publicly traded Delaware
        corporation. RegalTech's name was changed to Asanté Networks Inc. (PNK:ASTN).
        Under the merger agreement, the Company owns preferred shares, which are
        convertible into eighty five (85%) percent of the shares of common stock
        of
        Asanté Networks on a non-dilutable basis. The RegalTech equity holders retained
        a fifteen (15%) percent interest in the public company in consideration for
        a
        capital investment. Asanté Networks, based in San Jose, California, is the
        leading provider of Ethernet networking solutions for Apple Computer. Major
        clients include Siemens and Avid, and Asante is also a leader in the education
        and small-medium business retail markets.
 
 **Recent
        Events**
 
 On
        December 8, 2005, the Company announced that its True Software RadioTM technology
        had been included in a Phase One proposal submitted by a major defense
        contractor to the Defense Advanced Research Projects Agency (DARPA) for the
        Wireless Network after Next (WNaN) Program. DARPA is the central research
        and
        development organization for the Department of Defense. If a contract is
        awarded, the Company will provide its commercial receiver and transmitter
        SiGe/CMOS integrated circuits to the prime contractor, along with technical
        support services.
  5
  On
        November 4, 2005, SK Telecom, Ltd. (NYSE:SKM) Korea's leading wireless company,
        signed a trial agreement with the Company to incorporate TechnoConcepts'
        True
        Software RadioTM technology into SK Telecom’s communications platform test bed,
        on a trial basis, to demonstrate frequency agile network tuning and full
        digital
        design based on direct digitization of RF signals by TechnoConcepts’ True
        Software RadioTM demonstration chip.
  On
        October 11, 2005, the Company announced it had filed a new provisional patent
        for protection of its "Adaptive Narrow Band Interference Canceller for Broadband
        Signals" design, a key invention that solves an industry wide problem of
        how to
        cancel signal interference. This invention solves the problem across a broad
        frequency band. While this patent application is another in a series of patents
        related to the Company’s unique RF/DTM converter and True Software RadioTM
technologies, the Company believes the invention is also applicable to a
        broad
        range of communications devices for both wired and wireless
        environments.
 
 On
        September 22, 2005, the Company announced that it filed a new patent
        application, with twenty claims, for protection of its "Linear Commuting
        Amplifier" design, a key circuit implementation that makes it possible to
        integrate a commutator (to translate signals in frequency) with its
        high-performance delta-sigma Analog-to-Digital (A/D) converter, to form a
        direct
        Radio Frequency-to-Digital (RF/DTM) converter as already recited in
        TechnoConcepts' Delta-Sigma Receiver patent. This patent application, another
        in
        a series of patents covering the Company’s unique RF/DTM converter and True
        Software RadioTM technologies, claims the benefit of its provisional patent
        application filed January 21, 2005.
 
 On
        September 6, 2005, the Company signed an agreement with China Electronics
        Corporation (CEC) to incorporate True Software RadioTM into multi-protocol 3G
        mobile phone handsets (cell phones) to be manufactured by CEC's subsidiary
        corporations. Once into production, the Company is to receive a licensing
        fee on
        each handset manufactured which incorporates its patented RF/DTM technology. The
        Company expects to begin receiving production licensing fees from this project
        in or around the first calendar quarter of 2007.
 
 On
        September 6, 2005, the Company also signed an agreement with China Electronics
        Corporation (CEC) to collaborate on the development of an emergency response
        application providing interoperability capabilities for first responders
        in
        emergency response situations. The Company anticipates that the product will
        integrate into existing telecommunications infrastructure and provide
        cost-effective, interoperability capability, enabling real-time wireless
        communications directly among emergency response providers, rather than having
        to go through conventional dispatch based services.
 
 In
        August
        2005, the Company established a business office and technical support team
        in
        Korea. Jin Chan Kim, formerly of Daewoo Telecommunications, was named as
        business development advisor; Gi Yong Kwon, formerly of SK Telecom, was named
        as
        technical advisor; and Sang Hyen Jang was appointed as the general manager
        of
        TechnoConcepts’ Korean operations. Sang Hyen Jang has worked in sales and as new
        business director with companies that include Rexsoft, Ltd., Global Knowledge
        Co., Ltd., NCNI Co., Ltd., Osicom Co., Ltd., NewWBridge Co., Ltd., Kore@netCo.,
        Ltd. ADC Co., Ltd., and Datacom Co., Ltd.
 
 In
        July
        2005, the Company held live working demonstrations of its revolutionary True
        Software RadioTM in South Korea and China, showing interoperability across
        different communications frequency bands, an accomplishment that was impossible
        to achieve utilizing a single wireless receiver until now. A single True
        Software RadioTM receiver chip, using only software with no other analog
        front-end filter or circuitry, was able to receive, translate and process
        different remote signals between 450 MHz and 1.2 GHz.
 
 On
        June
        14, 2005, the Company announced that it had signed a technology transfer
        and
        licensing agreement with set-top box design firm Shanghai Jinshilin Technologies
        Development Company, Ltd. (Jinshilin). As part of the agreement, Jinshilin
        will
        license certain Internet Protocol Television (IPTV) technology for set-top
        boxes
        (STBs) and transfer purchase orders valued up to approximately $30
        million to China Jinshilin Techno, TechnoConcept's Chinese subsidiary based
        in
        Shanghai, China. In December 2005, the Chinese Government advised the Company
        that the formation of this subsidiary has been approved. Under the terms
        of the
        agreement, Jinshilin will receive a licensing royalty equal to 5% of the
        net
        revenue that China Jinshilin Techno derives from the sale of IPTV set-top
        boxes.
 
 6
 
 **Wireless
        Communications Market**
 
 Mobile
        phones, personal digital assistants (PDAs), Bluetooth and WiFi-enabled laptop
        and handheld computers, and other types of wireless communications devices
        continue to proliferate. The global mobile industry reached a major landmark
        in
        September 2005, when the number of subscriber connections exceeded 2 billion
        according to estimates from Wireless Intelligence, the global database venture
        between the independent analyst firm Ovum (the leading European headquartered
        authority on telecoms, software and IT services) and the GSM Association.
        According to Wireless Intelligence, market penetration is over 100% of the
        population in several countries, such as Sweden, Italy, Austria, and the
        UK. In
        these countries most of the interest is about people trading up to new phones
        and new network services, such as 3G. However, Wireless Intelligence sees
        the
        bulk of the new growth coming from large, less well-developed markets such
        as
        China, India, Eastern Europe, Latin America and Africa.
 
 According
        to EMC World Cellular Information Service estimates (made in September 2005),
        there were 2.2 billion mobile phone users or subscribers by the end of 2005
        and
        there will be nearly 3.2 billion mobile subscribers by 2010. EMC, a member
        of
        the Informa Group, is an authoritative wireless industry source for operational
        data research and analysis, providing market intelligence on the wireless
        industry since 1984. Their analysts anticipate that the two largest markets
        will
        be the US and China, where the Company has been establishing significant
        strategic relationships.
 
 In
        November 2005, Hamadoun I. Touré, Director of the UN’s International
        Telecommunications Union (ITU) Telecommunication Development Bureau, said:
        "There is not a significant environment on the planet in which broadband
        internet does not make sense." This shows the global impetus behind the
        development of multi-mode phones, which can accommodate broadband data services
        over WiFi and WiMAX in addition to voice services over multiple cell phone
        standards, such as CDMA, GSM, GPRS, etc. In a white paper published May 2005,
        iGillott Research, a market strategy consulting firm which concentrates on
        the
        wireless and mobile communications industry, pointed out that data services
        are
        seen by the wireless industry as the next major area of growth. iGillott
        stated
        that voice rates are falling yearly, due to competition and the increasing
        commoditization of the service, and data services offer a way for the operators
        to continue to differentiate their services and charge accordingly.
 
 The
        wireless communications industry is, therefore, under intense competitive
        pressure. It is also in a state of technological disarray with competing
        protocols, frequencies, data rate standards and other incompatible transceiver
        technologies required for the diverse services being offered and planned
        to be
        offered. Further, individual countries have usually adopted cellular wireless
        standards based on economic criteria and the technology preference of the
        telecommunication service providers operating in those countries, rather
        than a
        universal standard. Service providers often build their own network of base
        stations in overlaying areas with multiple incompatible networks, including
        both
        first and second- generation technology. As demand increases appreciably
        for
        wireless networks that carry data and voice traffic at faster speeds, a variety
        of companies and alliances have already proposed several more competing third
        generation (3G) wireless standards to the International Telecommunication
        Union
        (ITU). Each of these different standards and protocols operate on different
        wireless frequencies and frequency bands, making it impossible to use a single
        conventional wireless transceiver.
 
 While
        these incompatible communication protocols and mismatched standards continue
        to
        proliferate, the demand for full interoperability (universal communication)
        has
        become critical, not only for the roaming business traveler but particularly
        for
        public safety and homeland security. The Company’s True Software RadioTM
technology can make it possible for wireless devices to reconfigure themselves
        automatically and so to recognize and communicate regardless of competing
        wireless standards and different frequency bands — resulting not only in greater
        convenience and efficiency for the users, but also in improved overall system
        performance, including significantly increased data speeds and spectrum
        bandwidth.
 
 7
 
 **Products**
 
 Software
        radio is a wireless communications device that uses software instead of hardware
        to perform signal processing, giving it the ability to support any and all
        wireless standards simultaneously. The Company has used its proprietary
        knowledge to produce the low-cost, industry-unique, frequency-agile True
        Software RadioTM ASIC transceiver (transmitter/receiver) technology that replaces
        conventional analog circuitry, combining its proprietary delta-sigma converters
        with software based digital signal processing. In short, the Company has
        created
        a chip that houses software (firmware) that makes it possible for information
        (audio, video or data) signals to be extracted directly from the carrier
        with no
        intervening circuits. Just as large mainframe computers evolved to small
        hand-held PDAs, the Company has taken a proven technology and refined it
        to the
        point where it will function directly on the antennae of either the sending
        or
        receiving wireless device - and process the signals at that point.
 
 True
        Software RadioTM consists of software embedded on a proprietary semiconductor
        chip that “grabs” the radio frequency signal directly from the antenna and
        immediately translates it from analog to digital and from one type of
        transmission (protocol) to another - without the need for a physical middle
        digital signal (intermediate frequency) processing device. Wireless
        communication devices equipped with the Company’s True Software RadioTM
technology can receive, translate and understand communications from radio
        frequency (RF) signals transmitted in disparate formats.
 
 The
        Company’s data indicates that a single True Software RadioTM module can handle as
        much as five times more voice traffic than current hardware. Additionally
        it can
        handle the value-added high-speed data and video traffic linked to the wireless
        Internet without requiring any supplementary hardware or software. True Software
        RadioTM can handle any protocols in the licensed and unlicensed frequency range.
        The current version of the technology is designed to operate in any frequency
        band from 1.0 MHz to 5.6 GHz. In addition, True Software RadioTM technology
        provides the additional capability for directly capturing global positioning
        (GPS) signals and processing navigation information as well. True Software
        RadioTM technology can be applied to a wide range of markets since this
        technology can be used in any device that uses RF (wireless)
        signals.
 
 ***Benefits
        of True Software RadioTM Technology***
 
 The
        Company anticipates that adopting True Software RadioTM technology will enable:
 
 •  Standard
        architecture for a wide range of communications products, simplifying the
        design
        process;
 
 • Non-restrictive
        wireless roaming by extending the capabilities of current and emerging
        commercial air-interface standards;
 
 •  Uniform
        communication across commercial, civil, federal and military
        organizations;
 
 •  Significant
        life-cycle cost reductions based on the design criteria;
 
 •  Capacity
        in excess of five times more voice traffic than existing hardware;
 
 •  Over
        the
        air downloads of new features, services and upgrades as well as software
        patches;
 
 •  Advanced
        networking capabilities to allow truly “portable” networks;
 
 •  Reduced
        component (hardware and software) costs across multiple product lines;
        and
 
 •  Staff
        reductions (Product Development, Operations, Production, Maintenance and
        other
        areas).
  8
 
 The
        Company believes that manufacturers incorporating the True Software RadioTM
technology into their products will realize considerable savings in the
        following areas:
 
 • Component
        Costs — having a single multifunctional component from TechnoConcepts that
        addresses all of their products will replace the need for numerous single
        function components and will reduce costs by reducing the volume of components
        to be purchased;
 
 • The
        Development of a Reusable Technology Base — software (firmware) which can be
        shared across product lines can result in lowered development costs and a
        quicker time to market when introducing a new product; and
 
 • Staff
        Reductions — the leveraging of personnel familiar with TechnoConcepts’
technology across multiple product lines can replace teams of technical people
        for each product line. Areas where staff reductions might occur may
        include:
 
 Engineering:
        Design, Development, Layout, Debug, Systems Test &
Verification;
 
 Production:
        Logistics, Purchasing, Manufacturing, Receiving, Incoming Inspection, and
        Quality Control; and
 
 Post
        Sales Support: Maintenance and Technical Support.
 
 ***Technical
        Comparison with Conventional Transceiver Technology***
 
 Conventional
        analog receiver architecture typically uses a “double conversion” scheme, which
        first converts the incoming radio signal to an intermediate frequency (IF)
        and
        then proceeds to extract the desired information from the IF signal.
        Conventional architecture utilizes multiple analog interfaces and thus can
        be
        prone to severe crosstalk (noise). Furthermore, because waveform decoding
        is
        generally done in the analog domain using conventional receivers, this process
        restricts the system to only one type of signal, i.e. to a single frequency
        or
        frequency band.
 
 In
        contrast, by digitizing the wireless signal functionally at the antenna,
        without
        the need for a down-converter and other intermediate processing, True Software
        RadioTM, with a single analog interface, eliminates conventional analog
        crosstalk. Moreover, the architecture can be programmed to process any type
        of
        signal or multiple types of signals.
 
 • Conventional
        analog receivers typically use a double-conversion design. The architecture
        requires multiple external analog components, contains many analog interfaces,
        and can only decode one type of waveform.
 
 • A
        True
        Software RadioTM implementation based on TechnoConcepts’ very high speed
        analog-to-digital (A/D) converter has a single analog input interface and
        can be
        programmed to process any type of waveform, i.e. any frequency on any frequency
        band.
 
 The
        Company’s True Software RadioTM receiver has been demonstrated with
        TechnoConcepts’ proprietary Gallium Arsenide (GaAs) semiconductor chip, a very
        high speed (multi-GHz clock rates) delta-sigma converter that digitizes signals
        by modulating the analog input (RF signal) into a high-speed one-bit digital
        data stream. The data stream is then processed, using logic circuits within
        the
        semiconductor, to produce a high resolution word stream at a slower data
        rate,
        thus eliminating the need for conventional down-converters and their external
        analog components. The converter is a closed-loop system in which the order
        of
        the loop and the input bandwidth may be manipulated for the desired resolution:
        a more focused bandwidth results in higher resolution.
 
 Portions
        of the underlying technology were originally developed under the Small Business
        Innovation Research (SBIR) Program sponsored by the U.S. Department of Energy.
        TechnoConcepts then took the development further by inventing a semiconductor
        architecture that simultaneously extracts the information signal from an
        incoming radio transmission and digitizes it with extremely high resolution.
        This architecture is capable of achieving dynamic ranges of up to 110 dB,
        enabling the processing of weak signals even in the presence of strong
        interference.
  9
  All
        component production will be performed with foundry partners. The Company
        intends to fabricate SiGe components with Jazz Semiconductor in Irvine,
        California, and CMOS components with TSMC in Taiwan.
 
 **Marketing
        and Distribution**
 
 The
        Company considers itself to be achieving its goal of becoming a leading provider
        of wireless communication technology by offering True Software RadioTM ASICs and
        chipsets to major telecommunications equipment and component suppliers for
        integration into their wireless communications products.
 
 To
        date
        the Company has entered into six preliminary agreements with potential strategic
        partners for the joint development and commercialization of True Software
        RadioTM
components. None of these six preliminary agreements assure that the Company
        will realize any revenue from the sale or license of its products or
        technology.
 
 ·
              In
                  April 2004, the Company entered into a Technology Application Agreement
                  with Zinwell Corporation, a leading designer and manufacturer of
                  transmission products and digital set-top boxes used in satellite,
                  communications, and CATV/MATV fields as well as a solution provider
                  for
                  system integration in 3C and IA applications. The Company is currently
                  working with Zinwell on Phase One of the agreement, to define the
                  technical details to meet the requirements of the commercial
                  marketplace.
 
 ·
              In
                  July 2004, the Company signed a Joint Technology Agreement with
                  a major
                  Taiwan-based base station developer to jointly design, develop
                  and market
                  next-generation products that can deliver advanced capabilities
                  for the
                  third-generation (3G) wireless infrastructure marketplace and that
                  incorporate the Company’s True Software RadioTM technology. The parties are
                  currently working on Phase One of the agreement, to define the
                  technical
                  details of an RF/DTM technology that will meet the requirements of the
                  commercial marketplace.
 ·
                In
                    June 2005, the Company signed a technology transfer and licensing
                    agreement with set-top box design firm Shanghai Jinshilin Technologies
                    Development Company, Ltd. ("Jinshilin"). The companies intend
                    to integrate
                    True Software RadioTM into future generation set-top boxes to support
                    multi-protocol wireless connectivity with television, DVD players
                    and
                    other multi-media appliances. The Company believes that integrating
                    True
                    Software RadioTM technology into Jinshilin's IPTV set-top box will result
                    in a product offering with truly revolutionary
                    capabilities.
 ·
              In
                  September 2005, the Company signed an agreement with China Electronics
                  Corporation (CEC) to incorporate True Software RadioTM into multi-function
                  3G mobile phone handsets (cell phones) to be manufactured by CEC's
                  subsidiary corporations. Under this agreement, the Company expects
                  to
                  begin receiving production licensing fees in or around the first
                  calendar
                  quarter of 2007.
 
 ·
              In
                  September 2005, the Company also signed an agreement with China
                  Electronics Corporation to collaborate on the development of an
                  emergency
                  response application providing interoperability capabilities for
                  first
                  responders in emergency response situations. The Company anticipates
                  that
                  the product will integrate into True Software RadioTM technology into
                  existing telecommunications infrastructure to provide cost-effective,
                  communications interoperability, making it possible for emergency
                  response
                  providers from different agencies to communicate with one
                  another.
 
 ·
              In
                  November 2005, SK Telecom, Ltd. (NYSE:SKM) Korea's leading wireless
                  company, signed a trial agreement with the Company. SK Telecom
                  will
                  incorporate TechnoConcepts' True Software RadioTM receiver solution into
                  their communications platform test bed, on a trial basis, to demonstrate
                  frequency agile network tuning and full digital design based on
                  direct
                  digitization of RF signalsTM.
 10
  The
        Company intends to continue to seek to establish more strategic relationships
        with both component manufacturers and “total solution” providers. The Company
        believes that incorporation of its True Software RadioTM technology will make it
        possible for its industry partners to provide innovative products and for
        wireless carriers to offer less expensive service along with seamless roaming
        and global interoperability. Elements of the Company’s strategy
        include:
 
 ***Selling
        to the Portable Device Market***
 
 The
        Company anticipates opportunities in the portable device market (defined
        here as
        the aggregation of handsets, PDAs, and other niche wireless access devices),
        which include:
 
 ·
              Sales
                  of True Software RadioTM“engines” (essentially very small wireless
                  “motherboards”) to portable device manufacturers, such as PalmOne, Sony,
                  Sharp and Toshiba;
 
 ·
              Non-recurring
                  engineering fees for integration services to large manufacturers
                  such as
                  Raytheon, Lockheed-Martin, BAE Systems, and Northrop that want
                  to adopt
                  True Software RadioTM technology into their products and license fees based
                  upon units sold under their own brand names (embedded products);
 
 ·
              OEM
                  licensing agreements for physical/data link layer software to handset
                  manufacturers, such as Samsung, Nokia, Motorola, and Ericcson;
                  and
 
 ·
              Licensing
                  agreements for incorporation of True Software RadioTM into mobile phones
                  and other hands-free accessories used in automobiles, such as GPS
                  location
                  services, MP3 transmission to car audio system, car diagnostics
                  sent
                  wirelessly to a mechanic’s terminal, personal area networking, garage door
                  openers, car lock openers, etc.
 
 The
        Company has not entered into definitive agreements with any of these companies
        as of the date of this report. Nonetheless, the Company has been contacted
        by
        such companies as Nokia, BMW, Siemens, and most of the major South Korean
        telecommunications companies expressing interest in some of these potential
        portable device applications. There is no assurance that these contacts will
        lead to a definitive agreement with any of these companies.
 
 ***Selling
        to the Base Station Market***
 
 The
        Company believes that True Software RadioTM technology will contribute to the
        obsolescence of conventional wireless technology. The True Software RadioTM
transceiver is capable of providing at least three times the capacity of
        a
        conventional base station unit, reducing the present per-channel cost by
        roughly
        two-thirds. The Company anticipates revenue generation from the base station
        market primarily from four sources:
 
 •  Base
        station transceiver hardware sales to companies such as Lucent, Nortel and
        MTI;
 
 • Licensing
        of base station software for physical and data link layer processing to
        infrastructure makers such as Siemens and Alcatel;
 
 • Strategic
        partnerships for international deployment of base station systems with companies
        such as China Mobile, China Unicom and SK Telcom; and
 
 • Non-recurring
        engineering (NRE) fees for the development of custom interfaces to our
        physical/data link layer software to government agencies in China, Germany,
        and
        the United States, and to their contractors, such as BAE Systems, Lockheed
        Martin, General Dynamics, L3 Titan Group, Raytheon, and Rockwell
        Collins.
 
 The
        Company has not entered into definitive agreements with any of these companies
        as of the date of this report; however, the Company was contacted by and/or
        has
        had initial discussions with SK Telecom, China Electronics Corporation (CEC),
        General Dynamics and others. There is no assurance these discussions will
        lead
        to any definitive agreements.
  11
  ***Military
        Uses***
 
 The
        U.S.
        military has radio interoperability problems (as reported in the Marine Corps
        Gazette, January 2003, RF Design, May 1, 2003, Army Communicator, Summer
        2003,
        and many other sources), in that one branch of the service often cannot
        communicate with another branch because of different radio systems. During
        joint
        country operations, it is not unusual for one country’s radio system to be
        incompatible with the radio systems of other countries. The Company’s True
        Software RadioTM technology can provide seamless communications across all bands,
        including satellite communications. The Company is pursuing direct military
        sales and strategic partnerships (none of which have been consummated as
        of the
        date of this report) with major defense contractors such as Lockheed-Martin,
        General Dynamics, TRW, Northrop Grumman, Rockwell Collins, Boeing, and
        others.
 
 The
        Company has not entered into definitive agreements with any of the companies
        referred to above as of the date of this report; however in December 2005,
        the
        Company’s True Software RadioTM technology was included in a Phase One proposal
        submitted by a major defense contractor to the Defense Advanced Research
        Projects Agency (DARPA) for the Wireless Network after Next (WNaN) Program.
        DARPA is the central research and development organization for the Department
        of
        Defense. If a contract is awarded, the Company will provide its commercial
        receiver and transmitter SiGe/CMOS integrated circuits to the prime contractor,
        along with technical support services. There is no assurance that a contract
        will be awarded by DARPA.
 
 ***Public
        Safety***
 
 Local,
        state and federal agencies, which respond to public safety situations, also
        have
        radios and other communication devices that cannot currently communicate
        with
        each other. This prevents the personnel of the agencies that are all trying
        to
        help deal with the same emergency from talking to each other or sharing database
        information. Using the Company’s True Software RadioTM technology can provide a
        flexible and rapid solution so that a variety of emergency workers can
        communicate directly with each other - firemen can communicate with policemen
        and FEMA personnel can coordinate with the National Guardsmen - a vitally
        important need in our post-9/11 world. Additionally, the Company’s True Software
        RadioTM technology can be used to enable radio or telephone handsets to be
        switched automatically from cellular to satellite communications in the event
        of
        a blackout disabling cellular base station operations. This capability would
        have been welcomed during the power blackout that affected the northeastern
        part
        of North America in 2003.
 
 The
        Company is actively seeking strategic partnerships with contractors that
        are
        involved in providing interoperability wireless communication for State and
        Federal public safety and emergency agencies and for the Department of Homeland
        Security. The Company has not entered into definitive agreements with respect
        to
        public safety applications, as of the date of this report. The Company has
        been
        contacted by a number of municipalities regarding this problem, and in September
        2005, the Company signed an agreement with China Electronics Corporation
        (CEC)
        to collaborate on the development of an emergency response application to
        provide communications interoperability for first responders in emergency
        response situations. The Company continues to actively seek other partners
        for
        these projects and, after being contacted by the advanced technology division
        of
        a large government contractor, has begun preliminary discussions on solving
        the
        communications interoperability problem.
 
 ***Accelerating
        Growth through Partnering and Acquisition***
 
 Since
        the
        highly competitive wireless communication technology marketplace is changing
        rapidly, the Company wishes to broaden and build depth in its planned
        product/service lines as quickly as possible. The Company also recognizes
        the
        need to achieve critical mass with a global presence in order to establish
        a
        leadership position in the market. To that end, the Company’s strategic
        initiatives include:
  12
 
 • Preemptively
        developing partnerships and relationships with processor companies, and wireless
        communication service providers, emphasizing multiple protocol capabilities
        and
        supporting multi-vendor purchase strategies by service providers;
 
 •  Preemptively
        developing strategic partnerships with one or more major digital signal
        processor suppliers;
 
 •  Developing
        and maintaining an integrated development team with system, hardware, and
        software/firmware expertise;
 
 • Preemptively
        developing partnerships and relationships with RF semiconductor service
        providers and distributing high volume components on an OEM (remarked) basis
        through one or more of these firms;
 
 •  Licensing
        established product designs while continuing to develop new hardware and
        software; and
 
 •  Developing
        leading edge software and firmware.
 
 The
        Company also recognizes that consummating strategic acquisitions can help
        expand
        the Company’s geographic presence and obtain specialized management and
        technical talent. To this end, the Company will consider acquiring companies
        that, in its judgment, will facilitate the Company in accelerating growth,
        in
        accelerating technical development and in commercializing True Software RadioTM,
        by adding complementary product and service lines, diversifying the Company
        into
        new markets, expanding the Company’s geographic presence, acquiring capable
        management, gaining new technical capabilities, and/or gaining a larger share
        of
        the existing market.
 
 The
        Company will evaluate potential acquisitions based on the points identified
        in
        the previous paragraph taking into account the financial size, the geographic
        influence, the technical capabilities, the management experience, and the
        current capital situation and needs of a potential acquisition target. Further,
        the Company will seek to identify synergies between a potential target and
        the
        Company’s own capabilities, strategies and resources. The Company will carefully
        consider the following factors prior to making any acquisition:
 
 •  The
        culture of the potential target and its compatibility with TechnoConcepts’
values and operating/management approach;
 
 • The
        target’s existing technology base - whether it offers flexible technologies that
        will expand and not limit TechnoConcepts’ opportunities;
 
 •  The
        target’s customer base - how it can mesh with TechnoConcepts’ client base;
        and
 
 •  The
        target’s current financing arrangements.
  On
        June
        2, 2005, the Company completed its Agreement and Plan of Acquisition with
        Asanté
Technologies, Inc. Pursuant to the Agreement and Plan of Acquisition, the
        Company acquired all of the assets and business of Asanté Technologies and
        significant liabilities in exchange for 1,161,170 shares of the Company’s Common
        Stock, valued at $4.306 per share for an aggregate value of $5 million. In
        addition, the Agreement and Plan of Acquisition includes a two year earn-out
        provision whereby the Company will issue additional shares of the Company’s
        Common Stock worth $3,000,000 if certain revenue goals are achieved. In
        connection with the acquisition, the Company formed Asanté Acquisition
        Corporation, a California private corporation, as a wholly owned subsidiary
        of
        the Company.
 
 On
        October 17, 2005, the Company restructured its wholly owned subsidiary, Asanté
Acquisition Corporation, by merging it into RegalTech Inc., (PNK:RGTH) a
        publicly traded Delaware corporation. RegalTech's name was changed to Asanté
Networks Inc. (PNK:ASTN). Under the merger agreement, the Company owns preferred
        shares, which are convertible into eighty five (85%) percent of the shares
        of
        common stock of Asanté Networks on a non-dilutable basis. The RegalTech equity
        holders retained a fifteen (15%) percent interest in the new public company
        in
        consideration of a capital investment. Asanté Networks, based in San Jose,
        California, is the leading provider of Ethernet networking solutions for
        Apple
        Computer. Major clients include Siemens and Avid, and Asante is also a leader
        in
        the education and small-medium business retail markets.
 
 13
  **Patents,
        Trademarks and Other Proprietary Rights**
 
 The
        Company owns Patent No. 5,563,598 issued in 1996. This patent includes nineteen
        claims underlying a differential comparator circuit for an analog-to-digital
        converter or other applications that include a plurality of differential
        comparators and a plurality of offset voltage generators. The Company intends
        to
        incorporate the differential comparator circuit technology in future True
        Software RadioTM multi-bit technology.
 
 The
        Company was awarded Patent No. 6,748,025 in June 2004. This patent allowed
        nineteen different claims for the conversion of radio frequency (RF) signals
        directly into high-speed digital data (R/D) streams, which are then sorted
        and
        demodulated with digital signal processing. The Company has also filed a
        continuation application with nineteen new claims. The continuation to the
        existing patent will broaden the scope of the Company’s current patent
        protection.
 
 In
        November 2004, the Company filed a new patent application including twenty-three
        claims for protection of a “Direct Conversion Delta Sigma Transmitter.” While
        the Company’s current patent protects the receiver portion of the technology,
        the new filing seeks to protect the Company’s technology for converting digital
        data to RF, which will protect the transmission portion of the technology.
        The
        Company believes that this new filing, based upon a combination of innovative
        ideas and processes, has the potential to give the Company an extremely broad
        basis of protection for its direct conversion transceiver
        technology.
 
 In
        January 2005, the Company filed a new provisional patent application for
        protection of its “Output Digital Filter for Direct Conversion Delta Sigma
        Transmitter.” The application discloses a digital method of implementing either
        a “real filter” or a “complex filter” that operates on the outputs of the Direct
        Conversion Delta Sigma Transmitter. As a digital filter, the invention is
        tunable by software command to achieve frequency agility. This provisional
        patent application is another in the series of patents covering the Company’s
        unique RF/DTM converter and True Software RadioTM technologies.
 
 In
        September 2005, the Company also filed a new patent application, with twenty
        claims for protection of its "Linear Commuting Amplifier" design, a key circuit
        implementation that makes it possible to integrate a commutator (to translate
        signals in frequency) with its high-performance delta-sigma Analog-to-Digital
        (A/D) converter to form a direct Radio Frequency-to-Digital (RF/DTM) converter as
        already recited in TechnoConcepts' Delta-Sigma Receiver patent. This patent
        application, another in a series of patents covering the Company’s unique RF/DTM
converter and True Software RadioTM technologies, claims the benefit of its
        provisional patent application filed January 21, 2005.
 
 In
        September 2005, the Company also filed a new provisional patent application
        for
        protection of its "Adaptive Narrow Band Interference Canceller for Broadband
        Signals" design, a key invention that solves an industry wide problem of
        how to
        cancel signal interference. This invention solves the problem across a broad
        frequency band. While this patent application is another in a series of patents
        covering the Company’s unique RF/DTM converter and True Software RadioTM
technologies, the Company believes the invention is also applicable to a
        broad
        range of communications devices for both wired and wireless
        environments.
 
 The
        Company has also begun the process of obtaining patent protection in China,
        Hong
        Kong, Taiwan, and Korea under the international Patent Cooperation Treaty
        (PCT).
        In June 2004, the Company filed patent applications for the Direct Conversion
        Delta Sigma Receiver in both China and Korea. In August 2005, the Company
        filed
        the European Patent Application for the Direct Conversion Delta Sigma
        Transmitter. In September 2005, the Company filed the Chinese language version
        of the Direct Conversion Delta Sigma Transmitter patent application in the
        Taiwan Patent Office.
  14
  The
        Company currently has additional applications in process and anticipates
        future
        patent filings, which will seek to establish a full family of patents,
        comprising the basis for the Company’s overall True Software RadioTM
technology.
 
 In
        addition to patent protection, the Company relies on the laws of trade secrets
        and of unfair competition to protect its proprietary rights. The Company
        attempts to protect its trade secrets and other proprietary information through
        confidentiality agreements with potential strategic partners, customers and
        suppliers. It also requires proprietary information and/or inventors’ assignment
        and non-disclosure agreements from all its employees and consultants. The
        Company has implemented other security measures, as well. Although the Company
        intends to protect its rights vigorously, there can be no assurance that
        all
        these measures will be successful.
 
 The
        Company believes that, because of the rapid pace of technological change
        in the
        wireless communications industry, patent and trade secret protections are
        extremely important - but they must also be supported by other dynamics such
        as
        expanding the knowledge, ability and experience of the Company’s personnel, new
        product introductions and continual product enhancements.
 
 **Research
        and Development and Product Testing**
 
 *Research
        and Development Activities*
 
 Since
        its
        inception in April 2003, Company engineers have spent approximately 31,000
        man
        hours on research and development activities relating to the Company’s
        technology and products.
 
 In
        April
        2004 the Company entered into a Technology Application Agreement with Zinwell
        Corporation, a leading designer and manufacturer of transmission products
        and
        digital set-top boxes used in satellite, communications, and CATV/MATV fields
        as
        well as a solution provider for system integration in 3C and IA applications.
        The agreement provides for the incorporation of the Company’s True Software
        RadioTM technology into Zinwell’s next generation wireless products, to deliver
        advanced capabilities for commercial applications for the CATV/MATV and Wireless
        Gateway applications.
 
 In
        July
        2004, the Company signed a Joint Technology Agreement with a major Taiwan-based
        base station developer to jointly design, develop and market next-generation
        products that can deliver advanced capabilities for the third-generation
        (3G)
        wireless infrastructure marketplace and that incorporate the Company’s True
        Software RadioTM technology.
 
 In
        June
        2005, the Company signed a technology transfer and licensing agreement with
        set-top box design firm Shanghai Jinshilin Technologies Development Company,
        Ltd. ("Jinshilin"). As part of the agreement, the Company will integrate
        certain
        technologies with Jinshilin's existing IPTV set-top box design and commence
        commercialization of the IPTV-STB product for delivery of television content
        via
        the Internet. IPTV set-top boxes provide for delivery of digital television
        programming received from the Internet to conventional audio/video inputs
        to
        television sets. The Company believes that future generation IPTV set-top
        boxes
        in China will incorporate True Software RadioTM to support multi-protocol
        wireless connectivity with television, DVD players and other multi-media
        appliances.
 
 On
        September 6, 2005, the Company signed an agreement with China Electronics
        Corporation (CEC) to collaborate on the development of an emergency response
        application providing interoperability capabilities for first responders
        in
        emergency response situations. The Company anticipates that the product will
        integrate into existing telecommunications infrastructure and provide
        cost-effective, interoperability capability, enabling real-time communications
        directly among emergency response providers, rather than having to go through
        conventional dispatch based services. On the same date, the Company signed
        a
        second agreement with China Electronics Corporation to incorporate True Software
        RadioTM into multi-protocol multi-use 3G mobile phone handsets to be manufactured
        by CEC's subsidiary corporations.
  15
  On
        November 4, 2005, SK Telecom, Ltd. (NYSE:SKM) Korea's leading wireless company,
        signed a trial agreement with the Company, to incorporate TechnoConcepts'
        True
        Software RadioTM receiver solution into SK Telecom’s communications platform test
        bed, on a trial basis to demonstrate frequency agile network tuning and full
        digital design based on direct digitization of RF signals by TechnoConcepts’
True Software RadioTM demonstration chip.
 
 *Product
        Testing*
 
 In
        conjunction with our ongoing technical and market research and development
        efforts, we have conducted extensive product testing. Our staff also calls
        upon
        companies in a variety of industries for the purpose of gathering empirical
        data
        for independent testing, research and development.
 
 The
        Company is also currently preparing to acquire specialized test equipment
        and to
        develop its test procedures for in-house characterization of the Company’s
        products, which are anticipated to produced on an engineering sample basis
        by
        mid-2006 and on a production basis by the end of the 2006 calendar
        year.
 
 **Competition**
 
 The
        wireless communications industry is characterized by extreme competition.
        The
        industry consists of major domestic and international companies, many of
        which
        have financial, technical, marketing, sales, manufacturing, distribution
        and
        other resources substantially greater than those of the Company.
 
 The
        Company believes that the intensity of existing competition may actually
        work to
        the Company’s advantage in that the ability of the Company’s True Software
        RadioTM technology to transmit and receive multiple signals with a single chip or
        chipset may shatter the barriers within the wireless communications community,
        providing far reaching efficient and effective cost reductions and changes
        in
        the expansion and utilization of existing bandwidth. The Company believes
        that
        the unique features of True Software RadioTM systems in solving compatibility
        problems among communication systems with incompatible standards and operating
        frequencies, will give a decisive competitive advantage to those companies
        that
        adopt the technology. Because True Software RadioTM systems reconfigure
        themselves automatically to adapt to competing wireless communications protocols
        and standards (CDMA, GSM, TDMA, GPRS, WiFi, WiMAX and countless others),
        the
        Company believes that users will benefit from improved system performance,
        less
        expensive service, and seamless interoperability and roaming. The Company
        also
        believes that True Software RadioTM has the potential to save billions of dollars
        when transitioning to new standards, dramatically reducing what it would
        otherwise cost for the worldwide transition from the GSM to WCDMA
        standard.
 
 Software
        Defined Radio (SDR) is a potentially competing technology where software,
        running on conventional hardware platforms, performs signal processing and
        other
        radio functions. Advocates assert that SDR will provide reconfigurable system
        architectures for wireless networks. Similar to True Software RadioTM, SDR may
        provide a more efficient and comparatively less expensive solution than
        conventional radios for the problem of building multi-mode, multi-band,
        multifunctional wireless devices that can be adapted, updated, or enhanced
        by
        using software upgrades. However, SDR requires a “double conversion” scheme,
        which first converts the incoming signal to an intermediate frequency (IF)
        and
        then proceeds to extract the information from the IF signal. This
“downconversion” architecture utilizes multiple analog interfaces and thus can
        be prone to severe crosstalk (noise). Furthermore, since the waveform decoding
        is generally done in the analog domain, the receiver can only process one
        type
        of signal, i.e. only one frequency in a single frequency band. In contrast,
        True
        Software RadioTM utilizes a single analog interface, at the antenna, eliminating
        the need for downconversion, intermediate frequency processing, and other
        additional signal processing to convert the radio signal to digital data
        (ready
        for processing by software). The True Software RadioTM architecture requires few
        external analog components and can be programmed to process any type of signal
        or multiple types of signals in any frequency band. The Company, therefore,
        believes that its True Software RadioTM technology will provide more efficient
        and less expensive products than can conventional SDR.
  16
  The
        True
        Software RadioTM technology provides digital direct down conversion if the
        wireless signal to its baseband equivalent without using external analog
        components. It is this unique feature that differentiates TechnoConcepts’
technology from its competitors’ products. This capability provides very
        flexible operation as well as inexpensive production. Combined with the
        necessary software, it provides the ability to implement true reconfigurable
        software radio technology by providing both frequency and standard independence
        for any communication device or component which incorporates the Company’s True
        Software RadioTM technology. Due to the architecture of the Company’s True
        Software RadioTM design, the technology is capable of being fabricated in
        low-power CMOS (Complementary Metal-Oxide Semiconductor) process technology,
        another industry first.
 
 There
        are
        several companies that have successfully developed multiple-frequency front-end
        transceiver modules based upon integrating several analog circuits into a
        single
        integrated component. There are even those that have created integrated circuits
        with multiple radio transceivers that can work with multiple networks. The
        limitation of these solutions is that they are still restricted to predefined
        frequencies and frequency bands and therefore are limited to specific protocols
        and standards. Further if either the fixed frequency band(s) or fixed
        standard(s) changes, then a new hardware component has to be designed and
        installed, thus increasing the product and maintenance cost. This is similar
        in
        concept to designing a radio receiver that selects two, three or four stations
        out of the complete frequency band to listen to. The Company’s solution allows
        the radio to be tuned to any frequency in the band and in any frequency band,
        as
        determined by software programming, which can be changed by a simple software
        upgrade or revision. In addition, the competitors’ components are typically
        manufactured with the higher-power SiGe fabrication process, which requires
        higher power to operate and adversely impacts battery life in hand-held
        applications.
 
 TechnoConcepts
        plans to compete on the basis of product features, quality, reliability,
        price,
        and dedicated customer support. The Company believes its technology provides
        a
        significant competitive advantage with respect to each of these
        factors.
 
 **Employees**
 
 As
        of
        September 30, 2005, the Company had 33 full-time employees and 3
        independent contractors .
        We
        intend to recruit and hire qualified additional personnel as needed to execute
        the Company’s strategy. None of our current employees are represented by labor
        unions or are subject to collective bargaining agreements. We believe that
        our
        relationship with our employees is excellent.
 
 **ITEM
        2. DESCRIPTION OF PROPERTY**
 
 Our
        executive offices are located in 7,410 square feet of office space located
        at
        6060 Sepulveda Blvd , Suite
        202, Van Nuys, California. This space is held pursuant to a three year lease
        that commenced on March 1, 2005, and provides
        for monthly rental payments of $13,543. These facilities house our executive
        offices as well as certain product development operations. Management believes
        that our present offices are adequate to meet our immediate current
        needs.
 
 Asante
        Acquisition Corp, our subsidiary, leases approximately 7,000 square feet
        of
        office space in San Jose, Ca. at a monthly rent of $5,400. This lease commenced
        on September 1, 2005, and will expire on September 1, 2006. We use this facility
        as executive offices as well as sales and administrative office s .
 
 Techno
        (Hong Kong) Limited, our subsidiary, leases approximately 846 square feet
        of
        office space in Hong Kong at a monthly rent of US $1,600 pursuant to a three
        year lease that commenced in December 2005. We use this facility for product
        development operations as well as administrative offices.
  17
  **ITEM
        3. LEGAL PROCEEDINGS**
 
 We
        are
        subject to legal proceedings from time to time in the ordinary course of
        our
        business. As of September
        30, 2005, we
        were not aware of any pending or threatened legal proceedings that could,
        in
        management’s opinion, have a material adverse impact on operations, assets or
        financial condition.
 
 **ITEM
        4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS**
 
 We
        have
        not submitted any matters to a vote of securities holders during the fiscal
        year
        ended September 30, 2005.
  **PART
        II**
 
 **ITEM
        5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS**
 
 **Market
        Information**
 
 The
        Company’s common stock commenced trading in the over-the-counter market on
        December 23, 2003, and prices for the common stock were quoted on the OTC
        Electronic Bulletin Board (“OTCBB”) under the symbol “TCPT.” No trading took
        place during the fiscal year ended September 30, 2003.
 
 Prior
        to
        the merger of Technology Consulting Partners Inc. and TechnoConcepts Inc.
        in
        February 2004, there was no established trading market in our common stock
        and
        trading therein was sporadic.
 
 In
        February 2004, we changed our name to “TechnoConcepts, Inc.” and the trading
        symbol of our common stock was changed to “TCPS.”
 
 The
        following table sets forth the high and low bid prices of the Common Stock
        in
        the over-the-counter market for the periods indicated. The bid prices represent
        prices between dealers, and do not include retail markups, markdowns or
        commissions, and may not represent actual transactions.
  **QUARTER
                  ENDED**
              
              **HIGH
                  BID**
              
              **LOW
                  BID**December
                  31, 2003
              
              $
              1.12
              
              $
              1.01March
                  31, 2004
              
              $
              5.20
              
              $
              1.17June
                  30, 2004
              
              $
              6.65
              
              $
              3.60September
                  30, 2004
              
              $
              6.69
              
              $
              4.41December
                  31, 2004
              
              $
              4.90
              
              $
              3.25March
                  31, 2005
              
              $
              5.55
              
              $
              3.50June
                  30, 2005
              
              $
              5.00
              
              $
              3.56September
                  30, 2005
              
              $
              4.59
              
              $
              3.05
 
 As
        of
        December 29, 2005, there were approximately 940 holders of record of our
        common
        stock.
  18
  **Dividends**
 
 We
        have
        not paid any cash dividends on our common stock since inception and presently
        anticipate that all earnings, if any, will be retained for development of
        our
        business and that no dividends on our common stock will be declared in the
        foreseeable future. Any future dividends will be subject to the discretion
        of
        our Board of Directors and will depend upon, among other things, future
        earnings, operating and financial condition, capital requirements, general
        business conditions and other pertinent facts. Therefore, there can be no
        assurance that any dividends on our common stock will be paid in the
        future.
 
 **Recent
        Sales of Unregistered Securities**
 
 In
        November and December 2003, the Company entered into various unsecured
        convertible note agreements with private investors for the receipt of an
        aggregate of $333,675 (the “Initial Notes”). These notes carried an interest
        rate of between 8% and 11% per annum, with all interest and principal due
        in
        April 2004. At the time of maturity, the notes were converted into 765,715
        shares of the Company’s Common Stock.
 
 In
        January and February 2004, the Company entered into various unsecured
        convertible note agreements with private investors for the receipt of an
        aggregate of $905,000 (the “Subsequent Notes” and together with the Initial
        Notes, the “Notes”). In November 2004, the Company issued additional Subsequent
        Notes in an aggregate amount of $200,000. The Subsequent Notes carried an
        interest rate of 10% per annum payable quarterly in cash or stock, with all
        interest and principal due on January 31, 2005. The notes were convertible
        into
        shares of the Company’s Common Stock at any time after June 30, 2004. All of the
        Subsequent Notes have been converted into 694,571 shares of Common
        Stock.
 
 In
        January 2004, the Company issued 50,000 shares of its common stock to Berthel
        Fisher & Company Financial Services, Inc. pursuant to the terms of a
        Cooperation Letter between the parties in consideration for investment
        banking and advisory services which have yet to be provided by Berthel Fisher
        to
        the Company.
 
 On
        February 17, 2004, the Company completed its acquisition of the TechnoConcepts,
        Inc., a Nevada corporation, by issuing 3,930,320 shares of its Common Stock
        and
        8,000 shares of its Series A Preferred Stock to the stockholders of the original
        Nevada corporation. (the “Exchange”).
 
 On
        November 17, 2004 (the “Closing Date”) the Company entered into a securities
        purchase agreement (the “Purchase Agreement”), a registration rights agreement
        (the “Registration Rights Agreement”), and a security agreement (the “Security
        Agreement”) with certain institutional investors (the “Buyers”). Pursuant to the
        Purchase Agreement, the Company agreed to sell, and the Buyers agreed to
        purchase, 7% Secured Convertible Debentures (the “Debentures”) in the aggregate
        principal amount of $3,775,000 and warrants (“Warrants”) to purchase a total of
        608,000 shares of the Company’s Common Stock, one half of which are exercisable
        at $3.50 per share and one half of which are exercisable at $4.00 per share.
        Net
        proceeds to the Company from this transaction were approximately $3,442,000,
        after the payment of commissions and expenses.
 
 The
        Debentures are due and payable on November 17, 2006 and are convertible into
        shares of Common Stock at $2.50 per share, subject to certain customary
        anti-dilution adjustments. Interest on the Debentures is due quarterly on
        the
        last day of each calendar quarter and may, at the Company’s discretion, be paid
        in cash or shares of Common Stock assuming
        certain conditions are satisfied (including, that the shares of Common Stock
        issuable upon conversion of the Debentures have been registered for resale
        to
        the public with the Securities and Exchange Commission). In addition, the
        Company may require the conversion of the Debentures into shares of Common
        Stock
        if certain conditions are satisfied, including without limitation, that the
        average trading price of the Common Stock exceeds $7.00 per share for not
        less
        than 22 consecutive trading days. On the first day of each month commencing
        on
        December 1, 2005, the Company is required to redeem one-twelfth of the original
        principal amount of the Debentures. Pursuant to the terms of the Debentures,
        any
        interest amount unpaid will bear interest at the rate of 18% per annum until
        paid. The Debentures provide for various events of default that would entitle
        the holders of the Debentures to require the Company to immediately repay
        an
        amount equal to at least 130% of the outstanding principal amount of the
        Debentures, plus accrued and unpaid interest thereon, in cash. During the
        pendancy of any default, the interest rate under the Debentures will increase
        to
        18% per annum or such lower maximum amount of interest permitted to be charged
        under applicable law. Because the Company’s obligations under the Debentures are
        secured pursuant to the terms of a separate Security Agreement with the holders
        of the Debentures (the “Secured Parties”), the occurrence of an event of default
        which is not cured permits the Secured Parties (acting in concert) the right
        to
        take possession of all of the assets of the Company, to operate the business
        of
        the Company and to exercise certain other rights provided in the Security
        Agreement.
  19
  Pursuant
        to the Registration Rights Agreement, the Company agreed to file a registration
        statement covering the resale of the shares of Common Stock issuable upon
        conversion of the Debentures and upon exercise of the Warrants by no later
        than
        January 20, 2005. The Company filed the required registration statement on
        May
        3, 2005. As a result, the Registration Rights Agreement provides that the
        Company is obligated to pay a penalty equal to 1% of the aggregate purchase
        price paid by each purchaser for the Debentures on January 20, 2005 and an
        additional 1% on the 20th of each month thereafter until the registration
        statement has been filed. Any unpaid amount will bear interest at a rate
        of 18%
        per annum. The Company also agreed to use its best efforts to cause such
        registration statement to be declared effective by the SEC as promptly as
        possible, but not later than 135 days following the Closing Date. On July
        15,
        2005, the Debentures were amended to extend the period for the registration
        statement to be declared effective from 135 days to 300 days. As of the date
        hereof, the registration statement had not yet been declared effective by
        the
        SEC. Failure to have the registration statement declared effective by the
        300th
        day following the Closing Date resulted in an event of default under the
        Debentures, effective September 13, 2005, which has not been cured, as of
        the
        date hereof. As a result, certain damages have been incurred by the Company
        for
        failing to have the registration statement declared effective, in a timely
        manner. The Registration Rights Agreement also provides indemnification and
        contribution remedies to the Buyers in connection with the resale of shares
        pursuant to such registration statement.
 
 The
        Buyers are set forth in the Schedule of Buyers to the Purchase
        Agreement.
 
 In
        addition, the Company entered into a securities purchase agreement also dated
        as
        of November 17, 2004, with an institutional investor, pursuant to which the
        Company agreed to sell, and the institutional investor agreed to purchase,
        800
        shares of Series B Preferred Stock of the Company and Warrants exercisable
        for a
        total of 320,000 shares of the Company’s common stock for consideration valued
        at $2,000,000. The Warrants when issued will be identical to the Warrants
        issued
        to the Buyers.
 
 The
        preferences, limitations and relative rights with respect to Series A Preferred
        Stock and Series B Preferred Stock are summarized below. The preferences,
        limitations and relative rights of the Series A Preferred Stock and Series
        B
        Preferred Stock are contained in their entirety in the Company’s Restated
        Certificate of Incorporation which is an exhibit to this registration
        statement.
 
 *Series
        A Preferred Stock*
 
 *Designation
        and Amount; Rank* .
        16,000
        shares have been designated as “Series A Preferred Stock”. The shares of Series
        A Preferred Stock are divided into Series A1 and Series A2. Shares of Series
        A
        Preferred Stock have no par value per share, have a face value of $1,000,
        and
        rank senior to common stock and shares of Series B Preferred Stock.
 
 *Dividends.* Shares
        of
        Series A1 Preferred Stock do not bear dividends. Shares of Series A2 Preferred
        Stock bear dividends, payable quarterly at the rate of five per cent per
        annum
        or $50.00 per share. Such dividends are payable in cash or common stock,
        as the
        Board of Directors shall determine .
 
 *Conversion* .
        Each
        share of Series A Preferred Stock is convertible, at the option of the holder
        thereof, at any time after
        January 31, 2006, into a number of shares of Common Stock determined by dividing
        the aggregate par value of the shares to be converted by the Conversion Price,
        which shall be an amount equal to the lesser of (i) 100% of the average of
        the
        closing bid prices for our common stock occurring during the five trading
        days
        immediately prior to the date of conversion, and (ii) $.50 per conversion
        share.
        The number
        of
        shares of our common stock to be issued upon conversion is subject to
        anti-dilution protection in the event of certain dilutive issuances by the
        Company. Notwithstanding the foregoing, shares of Series A1 Preferred Stock
        can
        only be converted upon the satisfaction of a number of conditions precedent,
        including that we have gross revenues in any fiscal year of at least $75,000,000
        as disclosed in a periodic filing with the Securities and Exchange Commission
        pursuant to the Securities Exchange Act of 1934. The shares of Series A
        Preferred Stock are also subject to mandatory conversion upon the occurrence
        of
        certain events.
  20
  *Liquidation
        Rights.* In
        the
        event of any liquidation, dissolution or winding up of the Company, either
        voluntary or involuntary, the holders of the Series A Preferred Stock shall
        be
        entitled to receive, prior and in preference to any distribution of any of
        the
        assets of the Company to the holders of common stock and Series B Preferred
        Stock by reason of their ownership thereof, an amount per share equal to
        the sum
        of $1,000 for each outstanding share of Series A Preferred Stock plus accrued
        and unpaid dividends (as adjusted for stock dividends, stock distributions,
        splits, combinations or recapitalizations).
 
 *Voting
        Rights.* The
        holders of the Series A Preferred Stock have the right to vote on an
        as-converted basis with the common stock on all matters submitted to a vote
        of
        stockholders.
 
 *Mandatory
        Redemption.* The
        shares of Series A Preferred Stock are redeemable, at the option of the holders,
        for the greater of (x) 125% of the face value of such shares, plus all accrued
        and unpaid dividends and (y) an amount determined by dividing (A) the sum
        of the
        face value of such shares, plus all accrued and unpaid dividends by (B) the
        conversion price in effect on the date upon which a mandatory redemption
        is
        triggered and multiplying the resulting amount by the average closing bid
        price
        for shares of our common stock for the five trading days immediately preceding
        the mandatory redemption date, if we (i) fail to
        issue
        shares of common stock to a holder upon conversion of any preferred shares,
        and
        such failure continues for ten (10) business days; (ii) breach, in a material
        respect, any material term or condition of our Restated Certificate of
        Incorporation or any other agreement, document, certificate or other instrument
        delivered in connection with the transactions contemplated thereby and such
        breach continues for a period of five (5) business days after written notice
        thereof to us; or (iii) any material representation or warranty made by us
        in
        any agreement, document, certificate or other instrument delivered to the
        holder
        of Series A Preferred Stock prior to the date of issuance is inaccurate or
        misleading in any material respect as of the date such representation or
        warranty was made due to voluntary action undertaken by us or a failure by
        us to
        take action.
 
 *Series
        B Preferred Stock*
 
 *Designation
        and Amount; Rank.* 800
        shares have been designated as “Series B Preferred Stock”. Shares of Series B
        Preferred Stock have no par value per share, have a face value of $2,500,
        and
        rank senior to shares of common stock but junior to shares of Series A Preferred
        Stock.
 
 *Dividends.* Shares
        of
        Series B Preferred Stock bear dividends, payable quarterly at the rate of
        ten
        per cent per annum or $250.00 per share. Such dividends are payable in cash
        or
        common stock, as the Board of Directors shall determine.
 
 *Conversion.* Each
        share of Series B Preferred Stock is convertible, at the option of the holder
        thereof, at any time into 1,000 shares of our common stock, subject to certain
        anti-dilution adjustments. The shares of Series B Preferred Stock are
        automatically converted into shares of our common stock on the third anniversary
        of the issuance date unless the shares of our common stock are not quoted
        on the
        Nasdaq National or Small Cap markets.
 
 *Liquidation
        Rights.* In
        the
        event of any liquidation, dissolution or winding up of the Company, either
        voluntary or involuntary, the holders of the Series B Preferred Stock shall
        be
        entitled to receive, prior and in preference to any distribution of any of
        the
        assets of the Company to the holders of common stock by reason of their
        ownership thereof, but after payment in full of any liquidation preference
        amounts payable to the holders of Series A Preferred Stock, an amount per
        share
        equal to the sum of $2,500 for each outstanding share of Series B Preferred
        Stock plus accrued and unpaid dividends (as adjusted for stock dividends,
        stock
        distributions, splits, combinations or recapitalizations).
  21
  *Voting
        Rights.* The
        holders of the Series B Preferred Stock have the right to vote on an
        as-converted basis, with the Common Stock on all matters submitted to a vote
        of
        stockholders.
 
 *Mandatory
        Redemption.* The
        shares of Series B Preferred Stock are redeemable, at the option of the holders,
        for 125% of the face value, plus all accrued and unpaid dividends, if we
        (i)
        fail to issue shares of Common Stock to a holder upon conversion of any
        preferred shares, and such failure continues for ten (10) business days;
        (ii)
        breach, in a material respect, any material term or condition of our Restated
        Certificate of Incorporation or any other agreement, document, certificate
        or
        other instrument delivered in connection with the transactions contemplated
        by
        the preferred stock securities purchase agreement pursuant to which the shares
        of Series B Preferred Stock were originally issued and such breach continues
        for
        a period of five (5) business days after written notice thereof to us; or
        (iii)
        any material representation or warranty made by us in any agreement, document,
        certificate or other instrument delivered to the institutional investor
        purchasing the Series B Preferred Stock prior to the date of issuance is
        inaccurate or misleading in any material respect as of the date such
        representation or warranty was made due to voluntary action undertaken by
        us or
        a failure by us to take action.
 
 The
        Notes, Debentures, Warrants, Series A Preferred Shares, Series B Preferred
        Shares and the shares issued pursuant to the Exchange (collectively, the
        “Securities”) were issued in private placement transactions which were not
        registered under the Securities Act of 1933, as amended (the “Act), and these
        Securities may not be offered or sold in the United States absent registration
        under the Act or an applicable exemption from the registration requirements
        of
        the Act.
 
 The
        gross
        proceeds from the offering of the Securities were approximately $7,013,675
        in
        cash and other consideration. In connection with the Company’s sale of the
        Debentures, Warrants and the Series B Preferred Shares, the Company paid
        commissions to Duncan Capital, LLC, as placement agent, in the approximate
        amount of $332,550 and also issued warrants exercisable for 120,800 shares
        at
        $2.50 per share, 24,160 shares at $3.50 per share and 24,160 shares at $4.00
        per
        share to Duncan Capital.
 
 In
        issuing the Securities, the Company relied upon the exemption from registration
        afforded by Section 4(2) of the Act, in that: (a) the Securities (other than
        those issued pursuant to the Exchange) were sold to a limited number of
        sophisticated accredited investors, (b) the Securities were sold without
        any
        general solicitation or public advertising, (c) the Buyers provided the Company
        with representations customary for a private placement of securities, and
        (d)
        the Securities to be delivered to the Buyers will bear restrictive
        legends.
 
 **ITEM
        6. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
        OPERATION**
 
 *The
        following discussion and analysis should be read in conjunction
        with*  *the
        financial statements and notes thereto included elsewhere in this
        Form*  *10-KSB.
        Except for the historical information contained herein, the
        discussion*  *in
        this Form 10-KSB contains certain forward looking statements that
        involve*  *risks
        and uncertainties, such as statements of our plans, objectives,*  *expectations
        and intentions. The cautionary statements made in this Form
        10-KSB*  *should
        be read as being applicable to all related forward statements
        wherever*  *they
        appear in this Form 10-KSB. Our actual results could differ
        materially*  *from
        those discussed here.*
 
 **History
        and Development of the Company**
 
 The
        Company is in the business of designing, developing, and marketing wireless
        communications solutions. We have not earned any revenues to date. In addition
        to developing various hardware products designed to facilitate wireless
        communication, the Company has developed a patented technology designed to
        dramatically improve the way wireless signals are transmitted, received and
        processed. The Company’s True Software RadioTM technology makes possible direct
        device-to-device communication, even among otherwise incompatible wireless
        standards and formats (e.g. CDMA, TDMA, GSM, GPRS, Bluetooth, WiFi, WiMAX,
        etc.), by incorporating a cost-effective transmitter/receiver/processor system
        on a computer chipset. True Software RadioTM enables the replacement of
        conventional analog circuitry with a combination of proprietary delta-sigma
        converters and software based digital signal processing which allows wireless
        signals like those from cell phones, radios or television to be processed
        and
        translated at the point of origin. The Company believes that this technology
        will be incorporated into next-generation multi-mode radios that can handle
        multiple frequency bands, process multiple transmission protocols, and be
        easily
        and cost-effectively reconfigured and upgraded.
  22
  The
        Company plans to design, develop and, using foundry partners, manufacture
        Application Specific Integrated Circuits (ASICs), chipsets and other electronic
        components based on its proprietary technology and to license these products
        to
        major telecommunications equipment suppliers for integration into their wireless
        communications products. As a development stage company, TechnoConcepts has
        not
        yet commercialized its proprietary technology, but the Company believes it
        is
        making good progress in doing so. The Company is in the process of developing
        relationships with a number of major wireless communications companies, in
        order
        to incorporate its proprietary technology across a broad spectrum of consumer,
        industrial, and military applications.
 
 Technology
        Consulting Partners, Inc. (“TCP”) was incorporated in September 2001, as a
        Colorado corporation with the intention of providing high technology consulting
        services to its clients. In June 2002, TCP received its first consulting
        job
        which involved placing two consultants with Siemens Business Technologies,
        however, through September 30, 2003, most of TCP’s efforts were devoted to
        organizing the corporation and raising approximately $120,000 in a private
        offering. TCP filed a registration statement on Form SB-2 which was declared
        effective by the Securities and Exchange Commission on January 9,
        2003.
 
 TechnoConcepts
        Inc. (“TCI”) was incorporated in April 22, 2003, as a Nevada Corporation with
        the intention of designing, developing, and marketing wireless communications
        solutions. On May 26, 2003, the Company purchased the intellectual property
        assets (the “Asset Purchase Transaction”) comprising the True Software RadioTM
technology (the “Technology”) from TechnoConcepts, Inc., a California
        corporation (“TCI California”) in exchange for 8,000 shares of TCI Series A
        Convertible Preferred Stock and 3,933,320 shares of TCI Common Stock. TCI
        California, which was privately funded, developed the Technology while
        completing a series of research projects in the mid-1990s, including a
        Department of Energy Small Business Innovative Research (SBIR) project. Included
        in the transferred Technology was TCI California’s initial patent application
        for its Direct Conversion Delta-Sigma Receiver which TCI California filed
        on
        February 2, 1999. The original technical team that developed the Technology
        continues to work for the Company.
 
 On
        December 15, 2003, TCP entered into an Agreement and Plan of Merger with
        TCI,
        whereby TCP acquired all of the issued and outstanding shares of capital
        stock
        of TCI in exchange for shares of TCP representing a controlling interest
        in TCP
        (the “Exchange”). The Exchange was completed on February 17, 2004. Unless the
        context indicates otherwise the terms the “Company,”“TechnoConcepts” and “we”
refer to TCI prior to the Exchange and the combined companies
        thereafter.
 
 On
        April
        15, 2004, the Company amended its Articles of Incorporation to change its
        name
        from Technology Consulting Partners, Inc. to TechnoConcepts, Inc.
 
 On
        June
        2, 2005, the Company completed its Agreement and Plan of Acquisition with
        Asanté
Technologies, Inc. Pursuant to the Agreement and Plan of Acquisition, the
        Company acquired all of the assets and business of Asanté Technologies and
        significant liabilities in exchange for 1,161,170 shares of the Company’s Common
        Stock, valued at $4.306 per share for an aggregate value of $5 million. In
        addition, the Agreement and Plan of Acquisition includes a two year earn-out
        provision whereby the Company will issue additional shares of the Company’s
        Common Stock worth $3,000,000 if certain revenue goals are achieved. In
        connection with the acquisition, the Company formed Asanté Acquisition
        Corporation, a California private corporation, as a wholly owned subsidiary
        of
        the Company. Asanté, based in San Jose, CA, is a leading provider of networking
        solutions for the small-medium business market.
 
 On
        October 17, 2005, the Company restructured Asanté Acquisition Corporation by
        merging it into RegalTech Inc., (PNK:RGTH) a publicly traded Delaware
        corporation. RegalTech's name was changed to Asanté Networks Inc. and trades
        under the ticker symbol “ASTN.” Under the merger agreement, the Company owns
        preferred shares, which are convertible into eighty five (85%) percent of
        the
        shares of common stock of Asanté Networks on a non-dilutable basis. The
        RegalTech equity holders retained a fifteen (15%) percent interest in the
        public
        company in consideration of a capital investment.
 
 23
 
 **Plan
        of Operations**
 
 We
        have
        not earned any revenues to date on our core True Software RadioTM. The Company’s
        strategy is to become a leading provider of wireless communication technology
        by
        offering True Software RadioTM ASICs and chipsets to major telecommunications
        equipment and component suppliers for integration into their wireless
        communications products.
 
 To
        date
        the Company has entered into six preliminary agreements with potential strategic
        partners for the joint development of True Software RadioTM products. None of the
        preliminary agreements assure that the Company will realize any revenue from
        the
        sale or license of its products or technology.
 
 The
        Company intends to continue to seek to establish strategic relationships
        with
        both component manufacturers and “total solution” providers. The Company
        believes that incorporation of its True Software RadioTM technology will enable
        its industry partners to provide less expensive service along with seamless
        roaming and global interoperability, thereby enabling new and enhanced services
        and applications such as mobile e-commerce, position location, mobile multimedia
        web browsing, including music and video downloads, public safety and homeland
        security. Elements of the Company’s strategy include:
 
 ***Selling
        to the Portable Device Market***
 
 The
        Company anticipates opportunities in the portable device market (defined
        here as
        the aggregation of handsets, PDAs, and other niche wireless access devices),
        which include:
 
 • Sales
        of
        True Software RadioTM“engines” (essentially very small wireless “motherboards”)
        to portable device manufacturers;
 
 • Non-recurring
        engineering fees for integration services to large manufacturers that want
        to
        adopt True Software RadioTM technology into their products and license fees based
        upon units sold under their own brand names (embedded products);
        and
 
 • OEM
        licensing agreements for physical/data link layer software to handset
        manufacturers.
 
 The
        Company has not entered into definitive agreements of the type referred to
        above
        as of the date of this report.
 
 ***Selling
        to the Base Station Market***
 
 The
        Company believes that True Software RadioTM technology will contribute to the
        obsolescence of conventional wireless technology. The True Software RadioTM
transceiver is capable of providing at least three times the capacity of
        a
        conventional unit, making the per-channel cost equal to roughly one-third.
        The
        Company anticipates revenue generation from the base station market primarily
        from four sources:
 
 •  Base
        station transceiver hardware sales;
 
 •  Licensing
        of base station software for physical and data link layer processing to
        infrastructure makers;
 
 •  Strategic
        partnerships for international deployment of base station systems;
 
 • Non-recurring
        engineering (NRE) fees for the development of custom interfaces to the Company’s
        physical/data link layer software to government agencies and to their
        contractors.
 
 24
  The
        Company has not entered into definitive agreements of the type referred to
        above
        as of the date of this report.
 
 ***Military
        Uses***
 
 The
        Company’s True Software RadioTM technology can provide seamless communications
        between various service branches and between allied forces in joint operations
        across all bands, including satellite communications. The Company is pursuing
        direct military sales and strategic partnerships (none of which have been
        consummated as of the date of this report) with major defense contractors.
 
 ***Public
        Safety***
 
 The
        Company’s True Software RadioTM technology can provide seamless communications
        between various local public safety agencies that otherwise may not be able
        to
“talk” to one another during an emergency. The Company is actively seeking
        strategic partnerships with contractors that are involved in providing
        interoperability wireless communication for State and Federal public safety
        and
        emergency agencies and for the Department of Homeland Security. The Company
        has
        not entered into definitive agreements for any such strategic partnerships
        as of
        the date of this report.
 
 ***Accelerating
        Growth through Partnering and Acquisition***
 
 Because
        the highly competitive wireless communication technology marketplace is changing
        rapidly, the Company wishes to broaden and build depth in its planned
        product/service lines as quickly as possible. The Company also recognizes
        the
        need to achieve critical mass with a global presence in order to establish
        a
        leadership position in the market. To that end, the Company’s strategic
        initiatives include:
 
 • Preemptively
        developing partnerships and relationships with processor companies, and wireless
        communication service providers, emphasizing multiple protocol capabilities
        and
        supporting multi-vendor purchase strategies by service providers;
 
 •  Preemptively
        developing strategic partnerships with one or more major digital signal
        processor suppliers;
 
 •  Developing
        and maintaining an integrated development team with system, hardware, and
        software/firmware expertise;
 
 • Preemptively
        developing partnerships and relationships with RF semiconductor service
        providers and distributing high volume components on an OEM (remarked) basis
        through one or more of these firms;
 
 •  Licensing
        older designs while continuing to develop new hardware and software;
        and
 
 •  Developing
        leading edge software and firmware.
 
 The
        Company also recognizes that consummating strategic acquisitions can help
        expand
        the Company’s geographic presence, and obtain specialized management and
        technical talent. To this end, the Company will consider acquiring companies
        that will help enable the Company to accelerate growth, accelerate technical
        development and commercialization of True Software RadioTM, add complementary
        product and service lines, diversify the Company into new markets, expand
        the
        Company’s geographic presence, acquire capable management, gain new technical
        capabilities, and/or gain a larger share of the existing market.
 
 The
        Company has no agreement or understanding to acquire any company, as of the
        date
        of this report.
 
 To
        date,
        the company has expended substantial amounts to upgrade its products through
        research and development and has received patents and is in the process of
        applying for additional patents for its products. The company expects these
        expenditures for research and development to continue for the indefinite
        future
        as the company improves and adapts its products.
 
 25
 
 **Results
        of Operations**
 
 Revenues
 
 Net
        sales
        for the year ended September 30, 2005 were $898,261. Sales were generated
        by our
        wholly owned subsidiary, Asanté Acquisition Corporation, subsequent to the
        acquisition on June 2, 2005. Overall sales revenues continue to be subject
        to
        heavy competitive pressures negatively impacting selling prices of networking
        products and delay of products from vendors.  Management, however,
        anticipates that revenues will improve compared to the period just ended.
 
 Cost
        of  Sales
        and
        Gross Profit
 
 Cost
        of
        sales for the year
        ended September 30, 2005, was $858,284 .
        Gross
        profit for the same period was $39,971. The
        Company's gross profit as a percentage of net sales was 4.5%. Management
        feels
        this will increase due to a different sales mix in the upcoming quarter with
        increased sales of products with better gross profit. Management anticipates
        a
        gross profit of at least 40% in future quarters.
 
 General and
        Administrative Expenses
 
 We
        incurred General and Administrative expenses of $ 8,603,583, an
        increase of $ 7,724,771 over the same period ended September30, 2004, in
        which
        we incurred $880,812 of such expenses. This increase is a direct result of
        increased overhead expenses including investor relations, investment banking
        fees, consulting costs, engineering costs, research and development costs
        and
        professional fees and expenses incurred by our wholly owned subsidiary Asante
        Acquisition Corporation. Included in this increase was $1,217,321 of non
        cash
        items.
 
 Off
        Balance Sheet Arrangements
 
 During
        the year ended September 30, 2005 the Company did not engage in any off-balance
        sheet arrangements as defined in Item 303(c) of the SEC's Regulation
        S-B.
 
 **Liquidity
        and Capital Resources**
 
 Since
        November 2003, we had originally financed our operations primarily through
        private sales of securities. In November and December 2003, the Company entered
        into various unsecured convertible note agreements with private investors
        for
        the receipt of an aggregate of $333,675. These notes carried an interest
        rate of
        between 8% and 11% per annum, with all interest and principal due in April
        2004.
        All of the outstanding principal amount of these notes has been converted
        into
        767,709 shares of the Company’s Common Stock.
 
 In
        January and February 2004, the Company entered into various unsecured
        convertible note agreements with private investors for the receipt of an
        aggregate of $905,000. These notes carried an interest rate of 10% per annum
        payable quarterly in cash or stock, with all interest and principal due on
        January 31, 2005. In November 2004, the Company entered into a convertible
        note
        agreement with a private investor for the receipt of $200,000. This note,
        along
        with those issued in January and February 2004 were converted into an aggregate
        of 694,571 shares of Common Stock.
 
 On
        November 17, 2004 the Company entered into a securities purchase agreement
        (the
“Purchase Agreement”), a registration rights agreement (the “Registration Rights
        Agreement”), and a security agreement (the “Security Agreement”) with certain
        institutional investors (the “Buyers”). Pursuant to the Purchase Agreement, the
        Company agreed to sell, and the Buyers agreed to purchase, 7% Secured
        Convertible Debentures (the “Debentures”) in the aggregate principal amount of
        $3,775,000 and warrants (“Warrants”) exercisable for a total of 608,000 shares
        of the Company’s Common Stock, one half of which are exercisable at $3.50 per
        share and one half of which are exercisable at $4.00 per share. Net proceeds
        to
        the Company from this transaction were approximately $3,442,000, after the
        payment of commissions and expenses.
  26
  The
        7%
        secured convertible debentures are due and payable on November 17, 2006 and
        are
        convertible into shares of Common Stock at $2.50 per share, subject to certain
        customary anti-dilution adjustments. Interest on the 7% secured convertible
        debentures is due quarterly on the last day of each calendar quarter and
        may, at
        our discretion, be paid in cash or shares of our common stock assuming certain
        conditions are satisfied (including, that the shares of common stock issuable
        upon conversion of the 7% secured convertible debentures have been registered
        for resale to the public with the Securities and Exchange Commission. In
        addition, the Company may require the conversion of the 7% secured convertible
        debentures into shares of Common Stock if certain conditions are satisfied,
        including without limitation, that the average trading price of the Company’s
        Common Stock exceeds $7.00 per share for not less than 22 consecutive trading
        days. On the first day of each month commencing on December 1, 2005, the
        Company
        is required to redeem one-twelfth of the original principal amount of the
        7%
        secured convertible debentures.
 
 The
        Company is to be considered in default of our recently issued 7% secured
        convertible debentures upon the occurrence of any of the following events,
        among
        others: we fail to pay any principal amount under a debenture when due; we
        fail
        to pay any interest amount under a debenture within three trading days of
        any
        notice sent to us by the holder of the debenture that we are in default of
        our
        obligation to pay the interest amount; we fail to comply with any of the
        other
        agreements contained in the debenture which failure is not cured, if possible
        to
        cure, within the earlier to occur of five trading days of any notice sent
        to us
        by the holder of the debenture that we are in default of our obligations
        and ten
        trading days after we become aware of or should have become aware of such
        failure; we breach any of our obligations under the related securities purchase
        agreement or the related registration rights agreement; any material
        representation or warranty made in a debenture or the related securities
        purchase agreement or the related registration rights agreement shall be
        untrue
        or incorrect in any material respect as of the date made; we or any of our
        subsidiaries become bankrupt or insolvent; we breach any of our obligations
        under any other debt or credit agreements involving an amount exceeding $150,000
        and such default results in such indebtedness becoming or being declared
        due and
        payable prior to the date on which it would otherwise become due and payable;
        our common stock ceases to be eligible for quotation on the principal market
        for
        our common stock (currently the OTC Bulletin Board), and fails to be quoted
        or
        listed for trading on the OTC Bulletin Board or another principal market
        (defined to mean the OTC Bulletin Board, the New York Stock Exchange, American
        Stock Exchange, the NASDAQ Small-Cap Market or the NASDAQ National Market)
        within five trading days; we agree to sell or dispose of more than 33% of
        our
        assets in one or more transactions, or we agree to redeem or repurchase more
        than an insignificant number of shares of our outstanding common stock or
        any
        other equity securities of our company; the registration statement registering
        the shares of common stock issuable upon conversion of the debentures and
        upon
        exercise of the warrants issued in connection with the debentures has not
        been
        declared effective the Securities and Exchange Commission prior to September
        13,
        2005; the effectiveness of the resale registration statement registering
        the
        shares of common stock issuable upon conversion of the debentures and upon
        exercise of the warrants issued in connection with the debentures is suspended
        for more than 30 consecutive trading days or 60 non-consecutive trading days
        during any 12 moth period subject to certain exceptions; and/or we fail to
        issue
        shares of our common stock to the holder within ten trading days of the
        conversion date specified in any conversion notice delivered in respect of
        a
        debenture by the holder.
 
 Upon
        the
        occurrence of an event of default, which has not been cured, the holder of
        a
        debenture can elect to require the Company to pay a mandatory prepayment
        amount
        equal to at least 130% of the outstanding principal amount, plus all other
        accrued and unpaid amounts under the debenture. Because the Company’s
        obligations under the debentures are secured pursuant to the terms of a separate
        security agreement with the holders of the debentures, the occurrence of
        an
        event of default, which has not been cured, permits the debenture holders
        (acting in concert) to take possession of all of the Company’s assets, to
        operate the Company’s business and to exercise certain other rights provided in
        the security agreement.
  27
  Some
        of
        the events of default include matters over which the Company may have some,
        little or no control. If a default occurs and the Company cannot pay the
        amounts
        payable under the debentures in cash (including any interest on such amounts
        and
        any applicable late fees under the debentures), the holders of the debentures
        may protect and enforce their rights or remedies either by suit in equity
        or by
        action at law, or both, whether for the specific performance of any covenant,
        agreement or other provision contained in the debentures, in the related
        securities purchase agreement or in any document or instrument delivered
        in
        connection with or pursuant to the debentures, or to enforce the payment
        of the
        outstanding debentures or any other legal or equitable right or remedy. In
        addition, any repayment that the Company is required to make may leave the
        Company with little or no working capital in our business. This would have
        an
        adverse effect on the Company’s continuing operations.
 
 The
        Company entered into a securities purchase agreement also dated as of November
        17, 2004, with an institutional investor, pursuant to which the Company agreed
        to sell, and the institutional investor agreed to purchase, 800 shares of
        Series
        B Preferred Stock of the Company and Warrants exercisable for a total of
        320,000
        shares of the Company’s Common Stock in exchange for freely tradeable securities
        with a market value of approximately $2,000,000. The Warrants are identical
        to
        the Warrants issued to the Buyers.
 
 In
        December 2004, the Company entered into a lease agreement with a third party.
        The lease is for a three-year period commencing March 1, 2005. The lease
        obligates the Company to make monthly lease payments of $13,543 and provides
        for
        annual rent increases and other expense obligations of the Company. Prior
        to
        March 1, 2005, the Company was occupying office space on a month-to-month
        bases
        for $1,204 per month.
  In
        August
        2005, our subsidiary Techno (Hong Kong) Limited entered into a lease of
        approximately 846 square feet of office space in Hong Kong at a monthly rent
        of
        US $1,600. This lease is held pursuant to a three year lease that commenced
        August 1, 2005 and expires on August 1, 2008.
 
 In
        September 2005, our subsidiary Asanté Acquisition Corporation entered into a
        lease of approximately 7,000 square feet of office space in San Jose, Ca.
        at a
        monthly rent of $5,400. This lease is held pursuant to a one year lease that
        commenced September 1, 2005 and expires on September 1, 2006.
 
 The
        Company anticipates incurring capital expenditures of approximately $3,500,000
        during th e current
        fiscal year ending September 30, 2006.
 
 During
        October 2005 the Company issued promissory notes of $665,000 that mature
        two
        months after date of issue. **** These
        promissory notes bear interest at a rate of 8% per annum. There shall be
        no
        penalty for prepayment. There is a finders fee of 10% of proceeds, payable
        upon
        maturity. At the option of each Note holder, the outstanding principal balance
        and all accrued interest thereon, shall be converted into the same stock
        class,
        share price and terms as the next round of equity investment in the Company
        of a
        minimum of $5 million (including conversion of the amounts described herein)
        (the “Next Financing”); provided, however, that such conversion shall only occur
        if the Next Financing occurs on or before the Maturity Date. Conversion stock
        into which the Company's indebtedness is convertible shall be granted the
        same
        registration rights as the stock issued in the Next Financing round. The
        Company shall
        issue 5-year warrants to purchase shares of its common stock at an exercise
        price of $3.00, with each Note purchaser to receive a pro rata share of the
        warrant pool of 200,000 warrants.
 
 During
        November, 2005, certain debenture holders notified the Company that they
        were
        exercising their right to conversion and, as of the date of this report,
        $975,000 of the $3,775,000 outstanding 7% Secured Convertible Debentures
        have
        been converted into 390,000 shares.
 
 In
        November 2005, the Company negotiated a private placement of convertible
        preferred stock. Under the negotiated terms, the company has offered up to
        2,300
        shares of Series B-1 Preferred Stock ("Series B-1 Preferred"), convertible
        into
        2,300,000 shares of our common stock, at a purchase price of $2,500 per share
        for a total of $5,750,000.  The Series B-1 Preferred has a dividend rate of
        5% per annum, payable quarterly, either by cash or through the issuance of
        common stock at the option of the Board of Directors . As
        part
        of this transaction, the Company will also issue five-year warrants to purchase
        up to 920,000 shares of the Company's common stock, one-half of the warrants
        at
        an exercise price of $3.00 per share and the remaining half at an exercise
        price
        of $4.00 per share. As of December 15, 2005, the Company sold 995 shares
        of
        Series B-1 Preferred (convertible to 995,000 shares of common stock) at an
        aggregate purchase price of $2,486,198 million.
  28
  As
        of
        September 30, 2005 the Company had a working capital deficiency of $3,537,747,
        cumulative losses from operations of $13,599,441 and a negative cash flow
        from
        operations of $5,785,144. We expect our cash requirements will increase
        significantly throughout our current fiscal year, as we continue our research
        and development efforts, hire and expand our staff and attempt to execute
        on our
        business strategy through working capital growth and capital expenditures.
        The
        amount and timing of cash requirements will depend on market acceptance of
        our
        products and the resources we devote to researching and developing, marking,
        selling and supporting our products. We believe that our current cash and
        cash
        equivalents on hand as of the date of this report, should be sufficient to
        fund
        our operations for at least the next five (5) months. Thereafter, if current
        sources are not sufficient to meet our needs, we may seek additional equity
        or
        debt financing. In addition, any material acquisition of complementary
        businesses, products or technologies or material joint venture could require
        us
        to obtain additional equity or debt financing. There can be no assurance
        that
        such additional financing would be available on acceptable terms, if at all.
        If
        we raise additional funds through the issuance of equity securities the
        percentage ownership of our stockholders would be reduced. If we are unable
        to
        raise sufficient funds on acceptable terms we may not succeed in executing
        our
        strategy and achieving our business objective. In particular, we could be
        forced
        to limit our product development and marketing activities, forego attractive
        business opportunities and we may lose the ability to respond to competitive
        pressures.
 
 **Risk
        Factors That May Affect Future Results**
 
 Investing
        in the Company’s common stock involves a high degree of risk. Investors should
        carefully consider the risks and uncertainties described below and the other
        information contained in this document before making an investment decision.
        These risks and uncertainties are not the only ones facing the Company or
        which
        may adversely affect our business. If any of the following risks or
        uncertainties actually occurs, our business, financial condition or results
        of
        operations could be materially adversely affected. In this event, the value
        of
        our common stock could decline, and investors could lose all or part of their
        investment. This report also contains forward-looking statements that involve
        risks, uncertainties, and other speculative factors. These statements are
        not
        guarantees of future performance and are subject to certain risks, uncertainties
        and other factors, some of which are beyond our control, are difficult to
        predict and could cause actual results to differ materially from those expressed
        or forecasted in the forward-looking statements. These risks and uncertainties
        include those described below and elsewhere in this Annual Report. You should
        not place undue reliance on these forward-looking statements, which reflect
        our
        view only as of the date of this Annual Report. The Company cannot and does
        not
        make any warranty or guarantee regarding the Company’s business, financial, and
        operating results. Our actual results may differ from those described in
        the
        forward-looking statements in this document. This could occur because of
        the
        risks, uncertainties, and speculative factors described below and elsewhere
        in
        this report. We may not update or publicly release the results of these
        forward-looking statements to reflect events or circumstances after the date
        hereof.
 
 **Risks
        Related to Our Financial Results**
 
 **WE
        HAVE NOT YET RECEIVED ANY REVENUE FROM THE SALE OF OUR PRODUCTS, AND AS
        A**  **RESULT,
        YOU MAY HAVE DIFFICULTY EVALUATING OUR BUSINESS AND ASSESSING
        ITS**  **FUTURE
        VIABILITY.**
 
 Our
        limited historical performance may make it difficult for you to evaluate
        the
        success of our business to date and to assess its future viability. An investor
        in our common stock must consider the risks and difficulties we may encounter
        as
        an early stage development company in the ever-changing market for wireless
        communications. We may not achieve our objectives or be able to successfully
        implement our strategy. As noted in the attached financial statements of
        the
        Company, the Company’s auditor has noted that there is substantial doubt
        regarding the Company’s ability to continue as a going concern. In addition, our
        early stage of development means that we have less insight into how market
        and
        technology trends may affect our business. The revenue and income potential
        of
        our business is unproven and the market we are addressing is rapidly evolving.
        You should consider our business and prospects in light of the risks, expenses
        and challenges that we will face as an early-stage company seeking to develop
        and manufacture new products in a growing and rapidly evolving
        market.
  29
  **WE
        EXPECT TO CONTINUE TO INCUR LOSSES AND TO EXPERIENCE NEGATIVE CASH
        FLOW.**
 
 We
        expect
        to have significant operating losses and to record significant net cash outflow
        in the near term. Our business has not generated sufficient cash flow to
        fund
        the commercialization of our proprietary technology and our planned operations
        without resorting to external sources of capital. We anticipate that finishing
        product commercialization and establishing market share for our True Software
        RadioTM technology will require substantial capital and other expenditures. Since
        our inception, we have incurred net losses in each year of our operations.
        As a
        result of ongoing operating losses, we had an accumulated deficit of $13.6
        million as of September 30, 2005. We expect to incur substantial losses for
        the
        foreseeable future, and may never recognize revenue or become profitable.
        Even
        if we do achieve profitability, we may be unable to sustain or increase our
        profitability in the future, which could materially decrease the market value
        of
        our Common Stock. We expect to continue to incur significant capital
        expenditures and anticipate that our expenses will increase substantially
        in the
        foreseeable future as we seek to: continue to research and develop our products,
        attempt to implement our business strategy, implement internal systems and
        infrastructure in conjunction with our growth and hire additional personnel.
        We
        do not know whether we will ever recognize revenues and if we do whether
        revenues will grow rapidly enough to absorb these expenses, and our limited
        operating history makes it difficult to assess the extent of these expenses
        or
        their impact on our operating results.
 
 **WE
        WILL NEED ADDITIONAL CAPITAL TO FUND OUR OPERATIONS AND FINANCE OUR
        GROWTH,**  **AND
        WE MAY NOT BE ABLE TO OBTAIN IT ON TERMS ACCEPTABLE TO US OR AT
        ALL.**
 
 While
        we
        believe that our existing assets, anticipated debt and equity financing,
        and
        expected revenue growth may be sufficient to fund our operations through
        the end
        of our current fiscal year, it is quite likely that we will need additional
        capital to fund our operations and finance our growth. If we expand more
        rapidly
        than currently anticipated, if our working capital needs exceed our current
        expectations, or if we make acquisitions, we will need to raise additional
        capital from equity and/or debt sources. If we cannot obtain financing on
        terms
        acceptable to us or at all, we may be forced to curtail our planned business
        expansion and may be unable to fund our ongoing operations.
 
 **Risks
        Related to Our Technology, Industry, Products and
        Operations**
 
 **OUR
        SUCCESS DEPENDS ON THE ACCEPTANCE AND USE OF OUR TRUE SOFTWARE
        RADIOTM**  **TECHNOLOGY.**
 
 Our
        success will, to a large extent, depend on the acceptance of our True Software
        RadioTM technology in a market that is only beginning to define itself. Our
        strategy is currently to consummate relationships with strategic partners
        that
        can facilitate our entry into a variety of markets in North America and Asia.
        Eventual success is also based on the ability to deliver reliable products
        and
        services to interested wireless products/service providers on time and within
        required performance parameters. There can be no assurances that any market
        for
        the Company’s products and services will ever develop.
 
 **ADOPTION
        OF A UNIVERSAL WIRELESS TELECOMMUNICATIONS TRANSMISSION PROTOCOL
        MAY**  **SIGNIFICANTLY
        DIMINISH THE NEED FOR OUR PRODUCTS/TECHNOLOGY.**
  If
        a
        universal mobile telecommunications protocol, such as UMTS or W-CDMA is adopted
        internationally for cellular communications, the industry may no longer need
        the
        ability of True Software RadioTM to resolve the current disparity among competing
        wireless protocols. While True Software RadioTM would continue to provide
        frequency agility and a more efficient utilization of bandwidth, the demand
        for
        our technology may be significantly diminished, impacting anticipated sales
        and
        revenues.
  30
  **ONE
        OR MORE COMPETITORS MAY DEVELOP PRODUCTS AND/OR GAIN MARKET
        ACCEPTANCE**  **BEFORE
        WE DO.**
 
 The
        global wireless telecommunications market is intensely competitive and is
        subject to rapid technological change, evolving industry standards, and
        regulatory developments. Our potential competitors include many large domestic
        and international companies that have substantially greater financial,
        manufacturing, technological, marketing, distribution and other resources,
        installed customer bases, and long-standing relationships with customers.
        If we
        fail to execute our strategy in a timely or effective manner, our competitors
        may be able to seize the marketing opportunities we have identified. Our
        business strategy is complex and requires that we successfully and
        simultaneously complete many tasks, including, but not limited to: the
        successful completion of our technology commercialization effort, continuing
        to
        establish strategic alliances with wireless telecommunications providers,
        the
        introduction of our new True Software RadioTM technology and products to the
        market, establishment of quality fabricators to support sales of the products,
        delivery of our products and services on-time and within required
        specifications, and continued maintenance, upgrade and improvement of our
        technology. There can be no assurance that we will be able to successfully
        execute all elements of our strategy.
 
 **THE
        WIRELESS TELECOMMUNICATIONS INFRASTRUCTURE MARKET MAY GROW MORE SLOWLY
        THAN**  **WE
        EXPECT OR MAY EXPERIENCE A DOWNTURN.**
  Growth
        in
        demand for and acceptance of our new products is highly uncertain. We believe
        that many of our potential customers may not be fully aware of the benefits
        of
        True Software RadioTM or may choose to acquire other products or services. It is
        possible that our True Software RadioTM products and services may never achieve
        market acceptance. If the market for our products does not develop or grows
        more
        slowly than we currently anticipate, our business, financial condition, and
        operating results would be materially adversely affected.
 
 **WE
        MAY BE UNABLE TO CONTINUE PROTECT OUR INTELLECTUAL PROPERTY
        ADEQUATELY,**  **WHICH
        COULD CAUSE US TO LOSE OUR COMPETITIVE ADVANTAGE IN
        WIRELESS**  **COMMUNICATIONS
        MARKET.**
 
 Our
        ability to compete effectively against competing technologies will depend,
        in
        part, on our ability to protect our current and future proprietary technology,
        product designs and manufacturing processes through a combination of patent,
        copyright, trademark, trade secret and unfair competition laws. We may not
        be
        able to adequately protect our intellectual property and may need to defend
        our
        intellectual property against infringement claims, either of which could
        result
        in the loss of our competitive advantage and materially harm our business
        and
        profitability.
 
 Third
        parties may claim that we are infringing their intellectual property rights.
        Any
        claims made against us regarding patents or other intellectual property rights
        could be expensive and time consuming to resolve or defend, would divert
        our
        management and key personnel from our business operations and may require
        us to
        modify or cease marketing our products or services, develop new technologies
        or
        products/services, acquire licenses to proprietary rights that are the subject
        of the infringement claim or refund to our customers all or a portion of
        the
        amounts they paid for infringing products. If such claims are asserted, we
        cannot assure you that we would prevail or be able to acquire any necessary
        licenses on acceptable terms, if at all. In addition, we may be requested
        to
        defend and indemnify certain of our customers and resellers against claims
        that
        our products infringe the proprietary rights of others. We may also be subject
        to potentially significant damages or injunctions against the sale of certain
        products/services or use of certain technologies.
 
 Although
        we believe that our intellectual property rights are sufficient to allow
        us to
        develop our technology and to sell our planned products/services without
        violating the valid proprietary rights of others, we cannot assure you that
        our
        technologies or products/services do not infringe on the proprietary rights
        of
        third parties or that third parties will not initiate infringement actions
        against us.
  31
  **Risks
        Related to the Expansion of our Business**
 
 **WE
        PLAN TO EXPAND RAPIDLY, AND MANAGING OUR GROWTH MAY BE
        DIFFICULT.**
 
 We
        expect
        our business to continue to grow rapidly both geographically and in terms
        of the
        number of products and services we offer. We cannot be sure that we will
        successfully manage our growth. If sufficient working capital cannot is not
        available, or if we are not successful in raising additional capital to execute
        the Company’s business strategy and grow the depth and breadth of the Company’s
        wireless products and services, the Company may be forced to discontinue
        operations.
 
 **FUTURE
        EXPANSION OF OUR OPERATIONS INTERNATIONALLY WILL REQUIRE
        SIGNIFICANT**  **MANAGEMENT
        ATTENTION AND FINANCIAL RESOURCES, AND OUR EFFORTS TO
        EXPAND**  **INTERNATIONALLY
        MAY NOT SUCCEED.**
 
 We
        plan
        to attempt to sell our products in China and in other countries across the
        globe, but we have limited direct experience marketing and distributing our
        products internationally. To successfully expand our business internationally,
        we must expand our international operations, recruit international sales
        and
        support personnel and develop international distribution channels. This
        expansion will require significant management attention and financial resources
        and may not be successful. Our success in growing our business internationally
        may also depend on our ability to comply with foreign government rules and
        regulations and U.S. export and import laws with which we have limited
        familiarity and experience.
 
 **THE
        FAILURE TO ATTRACT AND RETAIN KEY PERSONNEL COULD ADVERSELY AFFECT
        OUR**  **BUSINESS.**
 
 Our
        ability to implement our business strategy and our future success depends
        largely on the continued services of our current employees including Antonio
        E.
        Turgeon, our Chief Executive Officer, who have critical industry or customer
        experience and relations. Some of our key personnel are not bound by an
        employment agreement. The loss of the technical knowledge and management
        and
        industry expertise of any of these key personnel could have a material adverse
        impact on our future prospects. In addition, members of our current management
        team believe that once the Company is sufficiently capitalized, we will need
        to
        recruit new executive managers to help us execute our business strategy and
        new
        employees to help manage our planned growth. Competition for executive and
        other
        skilled personnel in the wireless communications industry is intense, and
        we may
        not be successful in attracting and retaining such personnel. Our business
        could
        suffer if we were unable to attract and retain additional highly skilled
        personnel or if we were to lose any key personnel and not be able to find
        appropriate replacements in a timely manner.
 
 **OUR
        MANAGEMENT TEAM MAY NOT BE ABLE TO SUCCESSFULLY IMPLEMENT OUR
        BUSINESS**  **STRATEGIES
        BECAUSE IT HAS LIMITED EXPERIENCE MANAGING A RAPIDLY
        GROWING**  **COMPANY.**
 
 If
        our
        management team is unable to manage the growth of our business operations,
        then
        our product development and our sales and marketing activities would be
        materially and adversely affected. If we are able to successfully execute
        our
        business strategies we will likely need to undergo rapid growth in the scope
        of
        our operations and the number of our employees, which is likely to place
        a
        significant strain on our senior management team and other resources. In
        addition, we may encounter difficulties in effectively managing the budgeting,
        forecasting and other process control issues presented by this rapid growth.
        We
        may seek to augment or replace members of our management team or we may lose
        key
        members of our management team, and we may not be able to attract new management
        talent with sufficient skill and experience.
 
 **Risks
        Related to Our Issuance of the 7% Convertible Debentures and other
        Securities**
  32
  **OUR
        RECENTLY ISSUED DEBENTURES PROVIDE FOR VARIOUS EVENTS OF DEFAULT THAT ENTITLE
        THE HOLDERS TO REQUIRE US TO IMMEDIATELY REPAY AT LEAST 130% OF
        THE**  **OUTSTANDING
        PRINCIPAL AMOUNT OF THE DEBENTURES, PLUS ACCRUED AND UNPAID**  **INTEREST
        THEREON, IN CASH. UPON OCCURRENCE OF AN EVENT OF DEFAULT, WE MAY BE UNABLE
        TO**  **IMMEDIATELY
        REPAY THE AMOUNT OWED, AND ANY REPAYMENT MAY LEAVE US WITH
        LITTLE**  **OR
        NO WORKING CAPITAL IN OUR BUSINESS. ADDITIONALLY, OUR REPAYMENT
        OBLIGATIONS**  **UNDER
        THE DEBENTURES ARE SECURED BY ALL OF OUR ASSETS PURSUANT TO A
        SEPARATE**  **SECURITY
        AGREEMENT.**
 
 We
        are to
        be considered in default of our recently issued debentures if any of the
        following events, among others, occurs: we fail to pay any principal amount
        under a debenture when due; we fail to pay any interest amount under a debenture
        within three trading days of any notice sent to us by the holder of the
        debenture that we are in default of our obligation to pay the interest amount;
        we fail to comply with any of the other agreements contained in the debenture
        which failure is not cured, if possible to cure, within the earlier to occur
        of
        five trading days of any notice sent to us by the holder of the debenture
        that
        we are in default of our obligations and ten trading days after we become
        aware
        of or should have become aware of such failure; we breach any of our obligations
        under the related securities purchase agreement or the related registration
        rights agreement; any material representation or warranty made in a debenture
        or
        the related securities purchase agreement or the related registration rights
        agreement shall be untrue or incorrect in any material respect as of the
        date
        made; we or any of our subsidiaries become bankrupt or insolvent; we breach
        any
        of our obligations under any other debt or credit agreements involving an
        amount
        exceeding $150,000 and such default results in such indebtedness becoming
        or
        being declared due and payable prior to the date on which it would otherwise
        become due and payable; our common stock ceases to be eligible for quotation
        on
        the principal market for our common stock (currently the OTC Bulletin Board),
        and fails to be quoted or listed for trading on the OTC Bulletin Board or
        another principal market (defined to mean the OTC Bulletin Board, the New
        York
        Stock Exchange, American Stock Exchange, the NASDAQ Small-Cap Market or the
        NASDAQ National Market) within five trading days; we agree to sell or dispose
        of
        more than 33% of our assets in one or more transactions, or we agree to redeem
        or repurchase more than an insignificant number of shares of our outstanding
        common stock or any other equity securities of our company; the registration
        statement registering the shares of common stock issuable upon conversion
        of the
        debentures and upon exercise of the warrants issued in connection with the
        debentures has not been declared effective by the Securities and Exchange
        Commission prior to September 13, 2005; the effectiveness of the resale
        registration statement registering the shares of common stock issuable upon
        conversion of the debentures and upon exercise of the warrants issued in
        connection with the debentures is suspended for more than 30 consecutive
        trading
        days or 60 non-consecutive trading days during any 12 month period subject
        to
        certain exceptions; or we fail to issue shares of our common stock to the
        holder
        within ten trading days of the conversion date specified in any conversion
        notice delivered in respect of a debenture by the holder. The registration
        statement referred to above has been filed but has not been declared effective,
        as of the date of this report, and therfore an event of default has
        occured which has not yet been cured. The Company anticipates that the SEC
        will declare the registration statement effective by the end of January 2006,
        which will cure the default.
 
 Upon
        the
        occurrence of an event of default, which is not cured, the holder of a debenture
        can elect to require us to pay a mandatory prepayment amount equal to at
        least
        130% of the outstanding principal amount, plus all other accrued and unpaid
        amounts under the debenture. Because our obligations under the debentures
        are
        secured pursuant to the terms of a separate Security Agreement with the holders
        of the debentures, the occurrence of an event of default, which is not cured,
        permits the debenture holders (acting in concert) to take possession of all
        of
        our assets, to operate our business and to exercise certain other rights
        provided in the Security Agreement.
 
 Some
        of
        the events of default include matters over which we may have some, little
        or no
        control. If a default occurs and we cannot pay the amounts then payable under
        the debentures in cash (including any interest on such amounts and any
        applicable late fees under the debentures), the holders of the debentures
        may
        protect and enforce their rights or remedies either by suit in equity or
        by
        action at law, or both, whether for the specific performance of any covenant,
        agreement or other provision contained in the debentures, in the related
        securities purchase agreement or in any document or instrument delivered
        in
        connection with or pursuant to the debentures, or to enforce the payment
        of the
        outstanding debentures or any other legal or equitable right or remedy. In
        addition, any repayment that we are required to make may leave us with little
        or
        no working capital in our business. This would have an adverse effect on
        our
        continuing operations.
  33
  **Risks
        Related to the Market for Our Common Stock**
 
 **THE
        PRICE OF OUR COMMON STOCK MAY BE VOLATILE.**
 
 The
        stock
        market has, from time to time, experienced extreme price and trading volume
        fluctuations, and the market prices of technology companies such as ours
        have
        been extremely volatile. Our operating performance will significantly affect
        the
        market price of our common stock. To the extent we are unable to compete
        effectively and gain market share or the other factors described in this
        section
        affect us, our stock price will likely decline. The market price of our common
        stock also may be adversely impacted by broad market and industry fluctuations
        regardless of our operating performance, including general economic and
        technology trends. In addition, companies that have experienced volatility
        in
        the market price of their stock have been the subject of securities class
        action
        litigation. We may be involved in securities class action litigation in the
        future. This litigation often results in substantial costs and a diversion
        of
        management’s attention and resources.
 
 **THE
        LARGE NUMBER OF SHARES ELIGIBLE FOR PUBLIC SALE COULD CAUSE OUR STOCK
        PRICE**  **TO
        DECLINE.**
 
 The
        market price of our common stock could decline as a result of the resale
        of the
        shares of common stock issuable upon conversion of the debentures and the
        exercise of the warrants issued in our November 2004 private placement or
        the
        perception that these sales could occur. These sales also might make it more
        difficult for us to sell equity securities in the future at a time and price
        that we deem appropriate. Additionally, the larger number of shares available
        for sale pursuant to this prospectus may add to the volatility of our common
        stock.
 
 **THE
        ISSUANCE OF THE SHARES TO BE ISSUED UPON CONVERSION OF OUR RECENTLY
        ISSUED**  **7%
        CONVERTIBLE DEBENTURES AND THE SHARES TO BE ISSUED UPON THE EXERCISE OF
        THE**  **WARRANTS
        ISSUED IN CONNECTION WITH THE DEBENTURES, WILL CAUSE THE
        CURRENT**  **HOLDERS
        OF OUR COMMON STOCK TO SUFFER SUBSTANTIAL DILUTION OF THEIR INTEREST
        IN**  **THE
        COMPANY.**
 
 If
        the
        shares of common stock to be issued upon conversion of the outstanding principal
        and interest due under the debentures and upon exercise of the warrants issued
        in connection with the debentures are issued and registered with the Securities
        and Exchange Commission for resale, up to 3,205,000 additional shares of
        our
        common stock will be available for sale into the public market. This will
        result
        in substantial dilution of the interests of our current stockholders. The
        resale
        of these shares of common stock will increase the number of our publicly
        traded
        shares, which could depress the market price of our common stock, and thereby
        affect the ability of our stockholders to realize the current trading price
        of
        our common stock. Moreover, the mere prospect of the resale of these shares
        of
        common stock could depress the market price for our common stock.
 
 **OUR
        STOCK PRICE CAN BE EXTREMELY VOLATILE.**
 
 Our
        common stock is traded on the OTC Bulletin Board. There can be no assurance
        that
        an active public market will continue for the common stock, or that the market
        price for the common stock will not decline below its current price. Such
        price
        may be influenced by many factors, including, but not limited to, investor
        perception of us and our industry and general economic and market conditions.
        The trading price of the common stock could be subject to wide fluctuations
        in
        response to announcements of our business developments or our competitors,
        quarterly variations in operating results, and other events or factors. In
        addition, stock markets have experienced extreme price volatility in recent
        years. This volatility has had a substantial effect on the market prices
        of
        companies, at times for reasons unrelated to their operating performance.
        Such
        broad market fluctuations may adversely affect the price of our common
        stock.
  34
  **TRADING
        ON THE OTC BULLETIN BOARD MAY BE SPORADIC BECAUSE IT IS NOT A
        STOCK**  **EXCHANGE,
        AND STOCKHOLDERS MAY HAVE DIFFICULTY RESELLING THEIR
        SHARES.**
 
 Our
        common stock is quoted on the OTC Bulletin Board. Trading in stock quoted
        on the
        OTC Bulletin Board is often thin and characterized by wide fluctuations in
        trading prices, due to many factors that may have little to do with the
        company’s operations or business prospects. Moreover, the OTC Bulletin Board is
        not a stock exchange, and trading of securities on the OTC Bulletin Board
        is
        often more sporadic than the trading of securities listed on the Nasdaq
        SmallCap. Accordingly, you may have difficulty reselling any of the shares
        you
        purchase from the selling security holders.
 
 **IF
        WE FAIL TO REMAIN CURRENT ON OUR REPORTING REQUIREMENTS, WE COULD BE
        REMOVED**  **FROM
        THE OTC BULLETIN BOARD WHICH WOULD LIMIT THE ABILITY OF BROKER-DEALERS
        TO**  **SELL
        OUR SECURITIES AND THE ABILITY OF STOCKHOLDERS TO SELL THEIR SECURITIES
        IN**  **THE
        SECONDARY MARKET.**
 
 Companies
        trading on the OTC Bulletin Board, such as us, must be reporting issuers
        under
        Section 12 of the Securities Exchange Act of 1934, as amended, and must be
        current in their reports under Section 13, in order to maintain price quotation
        privileges on the OTC Bulletin Board. If we fail to remain current on our
        reporting requirements, shares of our Common Stock could be removed from
        the OTC
        Bulletin Board. As a result, the market liquidity for our securities could
        be
        severely adversely affected by limiting the ability of broker-dealers to
        sell
        our securities and the ability of stockholders to sell their securities in
        the
        secondary market.
 
 **OUR
        COMMON STOCK IS SUBJECT TO THE “PENNY STOCK” RULES OF THE SEC AND
        THE**  **TRADING
        MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN
        OUR**  **STOCK
        CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR
        STOCK.**
 
 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.
 
 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.
  35
  **WE
        DO NOT EXPECT TO PAY DIVIDENDS ON OUR COMMON STOCK**
 
 We
        have
        not declared dividends on our Common Stock since our incorporation and we
        have
        no present intention of paying dividends on our Common Stock. We are also
        restricted by the terms of certain debt and other agreements as to the
        declaration of dividends.
 
 **MANY
        OF THESE RISKS AND UNCERTAINTIES ARE OUTSIDE OF OUR CONTROL AND
        ARE**  **DIFFICULT
        FOR US TO FORECAST. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM
        THOSE**  **EXPRESSED
        OR IMPLIED IN THE FORWARD-LOOKING STATEMENTS.**
 
 **ITEM
        7. FINANCIAL STATEMENTS**
 
 The
        financial statements required by this item appear on pages F-1 to
        F-14.
 
 **ITEM
        8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
        AND**  **FINANCIAL
        DISCLOSURE**
 
 The
        Company’s Audit Committee approved the termination of the Company’s
        client-auditor relationship with Cordovano and Honeck, P.C. (“Cordovano”)
        effective as of August 27, 2004.
 
 Cordovano’s
        audit reports as of September 30, 2003 and 2002 and for the two years then
        ended
        on the Company’s (which was then known as Technology Consulting Partners, Inc.)
        consolidated financial statements, did not contain an adverse opinion or
        disclaimer of opinion, or qualification or modification as to uncertainty,
        audit
        scope, or accounting principles. It did contain the following statement
        regarding the Company’s ability to continue as a going concern:
 
 “The
        accompanying financial statements have been prepared assuming the Company
        will
        continue as a going concern. As discussed in Note 1 to the financial statements,
        the Company has suffered significant operating losses since inception, which
        raises a substantial doubt about its ability to continue as a going concern.
        Management’s plans in regard to this matter are also described in Note 1. The
        financial statements do not include any adjustments that might result from
        the
        outcome of this uncertainty.”
 
 During
        the two most recent fiscal years ended September 30, 2003 and 2002 and in
        the
        subsequent interim periods through the date of dismissal on August 27, 2004
        there were no disagreements with Cordovano on any matters of accounting
        principles or practices, financial statement disclosure, or auditing scope
        and
        procedures which, if not resolved to the satisfaction of Cordovano would
        have
        caused Cordovano to make reference to the matter in their report.
 
 The
        Company has provided a copy of the foregoing disclosure to Cordovano and
        has
        requested that Cordovano furnish a letter addressed to the Securities and
        Exchange Commission stating whether it agrees with the foregoing disclosure
        and,
        if not, stating the respects in which it does not agree. The Company intends
        to
        file this letter with the Securities and Exchange Commission within two business
        days of its receipt by the Company.
 
 On
        December 17, 2004, the Company appointed Seligson & Giannattasio, LLP, North
        White Plains, New York, as its principal independent accountants.
 
 The
        Company had not previously consulted with Seligson & Giannattasio, LLP
        regarding either (i) the application of accounting principles to a specified
        transaction, either completed or proposed; or (ii) the type of audit opinion
        that might be rendered on the Company’s financial statements; or (iii) any
        matter that was either the subject matter of a disagreement (as defined in
        Item
        304(a)(1)(iv)(A) of Regulation S-B and the related instructions) between
        the
        Company and Cordovano, the Company’s previous principal independent accountant,
        as there were no such disagreements, or any other reportable event (as defined
        in Item 304(a)(1)(iv)(B) of Regulation S-B) during the two year period ended
        September 30, 2003, and any later interim period up to and including the
        date
        the relationship with Cordovano ceased. The Company has not received any
        written
        report nor any oral advice concluding that there was an important factor
        to be
        considered by the Company in reaching a decision as to an accounting, auditing,
        or financial reporting issue.
  36
  **ITEM
        8A. CONTROLS AND PROCEDURES**
 
 We
        maintain disclosure controls and procedures (as defined in Exchange Act Rule
        13a-15(e) and 15d-15(e)) that are designed to ensure that information required
        to be disclosed in our Exchange Act reports is recorded, processed, summarized
        and reported within the time periods specified in the Securities and Exchange
        Commission’s rules and forms, and that such information is accumulated and
        communicated to our management, including our Chief Executive Officer and
        Chief
        Financial Officer, as appropriate, to allow timely decisions regarding the
        required disclosure.
 
 In
        designing and evaluating the disclosure controls and procedures, management
        recognizes that any controls and procedures, no matter how well designed
        and
        operated, can provide only reasonable assurance of achieving the desired
        control
        objectives, and management necessarily is required to apply its judgment
        in
        evaluating the cost-benefit relationship of possible controls and
        procedures.
 
 As
        required by SEC Rule 13a-15(b), we carried out an evaluation, under the
        supervision and with the participation of our management, including our Chief
        Executive Officer and Chief Financial Officer, of the effectiveness of the
        design and operation of our disclosure controls and procedures as of the
        end of
        the fiscal year covered by this report.
 
 Based
        on
        the foregoing, our Chief Executive Officer and Chief Financial Officer have
        concluded that our current disclosure controls and procedures are effective
        to
        provide reasonable assurance that information is recorded, processed, summarized
        and reported within the time periods specified in the SEC’s rules and forms, and
        that such information is accumulated and communicated to our management,
        including our Chief Executive Officer and Chief Financial Officer, as
        appropriate, to allow timely decisions regarding the required disclosure.
        The
        Company was late in the filing of several current reports on Form 8-K during
        the
        year. The Company has instituted additional disclosure controls and has hired
        additional staff and professionals to prevent future late filings.
 
 There
        has
        been no significant change in our internal control over financial reporting
        during our most recent fiscal quarter that has materially affected, or is
        reasonably likely to materially affect, our internal control over financial
        reporting.
 
 **ITEM
        8B. OTHER INFORMATION**
 
 None
 
 **PART
        III**
 
 **ITEM
        9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH
        SECTION 16(a) OF THE EXCHANGE ACT**
 
  The
        following table sets forth the names, ages and offices of our current executive
        officers and directors.
  **Name**
              **Age**
              **Position**Antonio
                  E. Turgeon
              56
              Chairman/CEO
                  and DirectorDr.
                  Feng Yuh Juang
              52
              Vice
                  Chairman and DirectorRonald
                  M. Hickling
              46
              Chief
                  Technology Officer and DirectorMichael
                  Handelman
              46
              Chief
                  Financial OfficerEric
                  Pommer
              54
              Vice
                  President and General CounselRichard
                  Hines
              55
              DirectorMichael
                  Ussery
              53
              DirectorGeorge
                  Lange
              65
              DirectorJohn
                  Mansfield
              57
              Director
  37
  The
        following is a biographical summary of the business experience of our present
        directors and executive officers:
 
 **Antonio
        E. Turgeon** ,
        Chairman and CEO, age 56, has served the Company since February 17, 2004
        and
        prior to such date served in a similar position with the original
        TechnoConcepts, Inc. (“TCI”) from April 2003 until TCI’s acquisition by the
        Company on February 17, 2004. Mr. Turgeon has 30 years of international and
        domestic experience in computer and communications systems, software technology
        and applications services. Prior to joining TechnoConcepts, he was a principal
        in The Sunrise Group, a consulting firm that provided business development
        services to early stage high-tech companies.
 
 From
        1994
        to 1999 he served as an advisor to a Scandinavian-based venture capital firm,
        as
        well as executive vice president for Dolphin Interconnect Solutions, Inc.,
        a
        portfolio company designing Gigabyte hardware interconnect and software
        technology for the high-availability, scalable, server clustering market.
        He was
        a founder and served as president and CEO of SOTA Electronics Inc. from 1988
        to
        1994, a company that designed communications security products and the world’s
        first PC managed universal applications Smartcard. From 1978 to 1988 he was
        president of Digital Applications Corporation, a company he founded to develop
        software and hardware applications for the aerospace industry. Mr. Turgeon
        holds
        a B.A. in Mathematics form the University of California, Los Angeles, an
        M.S. in
        Computer Science from West Coast University and completed coursework
        requirements for an M.S. in Applied Mathematics.
 
 **Dr.
        Feng Yuh (Richard) Juang,** Vice
        Chairman, age 52, has served the company since February 17, 2004 and prior
        to
        such date served in a similar position with the TCI from June 2003 until
        TCI’s
        acquisition by the Company. Dr. Juang received his Ph.D. in electrical
        engineering from the University of Michigan in Ann Arbor, his M.S. in Institute
        of Applied Physics at Chung-Yuan University in Taiwan and a B.S. in electronic
        engineering from Tamkang University, also in Taiwan. He has significant
        expertise in engineering, specifically in the areas of ultra high speed device
        design and development; high performance optical modulation and switching
        devices; 100GHz Modulation Doped FET design and development; low noise microwave
        amplifier; and wireless communications devices to the board. He has published
        more than 50 scientific articles in electronics, engineering and communications
        industry publications. Dr Jaung is the director of Ahoku Electronic Company
        in
        Taipei, Taiwan, ROC, an advisor for AceNet Technology, Inc. in ShenZhen,
        China,
        president of Rich Capital Group, of Fremont, California and the Vice President
        of Business Development
        at NeoAxiom Corporation, San Jose, California. He previously served as Vice
        President of Business Development at Acute Communications Corp. both in the
        U.S.
        and Taiwan. Prior to that he was Vice President of marketing and sales at
        Acer
        NeWeb Corp., Satellite Communications Department Manager at Microelectronic
        Technology Inc., head of the solid state electronic device department at
        Chung-Shan Institute of Science and Technology and Associate Professor at
        the
        Institute of Applied Physics, Chung-Yuan University.
  38
 
 **Ronald
        M. Hickling,** Co-Founder,
        CTO, Director, age 46, has served the Company since February 17, 2004 and
        prior
        to such date served in a similar position with TCI from March 2003 until
        TCI’s
        acquisition by the Company. Mr. Hickling was the founder of the entity in
        1991
        that initially developed the Company’s True Software RadioTM technology and was
        responsible for securing more than $1.1 million in Federal SBIR funds to
        develop
        the key technology elements of the Company’s True Software RadioTM products. He
        holds a master of science in electrical engineering from UCLA. He has more
        than
        20 years of experience in communications systems and integrated circuits
        related
        to communications for U.S. defense and commercial contractors. Beginning
        in
        1980, Mr. Hickling began his career with Hughes Space and Communications,
        a
        Hughes Aircraft company, developing circuits for satellite communications.
        In
        this capacity he developed customer integrated circuits using silicon CMOS
        (Complementary Metal-Oxide Semiconductor) and Bipolar technology, and actively
        participated in the early research and development efforts of using Gallium
        Arsenide (GaAs) digital circuits in spacecraft. During his tenure at Hughes,
        Mr.
        Hickling was appointed Group Head, in leading research projects, for GaAs
        digital circuits. Additional projects included Intelsat VI, Magellan, and
        Navstar/GPS and he also contributed to the Very High Speed Integrated Circuit
        Program (VHSIC). In 1984 he left Hughes to pursue commercial ventures. He
        joined
        start up Gigabit Logic in 1984 and headed development teams on numerous
        mixed-signal communications projects. He was involved in collaboration
        development efforts with contract clients such as DEC, Rockwell-Collins,
        Bell
        Communications Research and others. He has been awarded three patents and
        currently has two patents pending. He has published in numerous industry
        journals and is a member of the IEEE and Tau Beta Pi.
 
 **Michael
        Handelman,** age
        46,
        has served the Company since November 2004. He has over 23 years of financial
        management experience. Prior to joining the Company, he held various senior
        executive positions for several publicly traded companies. He was chief
        financial officer and chief operating officer of Global Business Services,
        Inc.,
        a publicly traded retail postal and business services company. Earlier, he
        was
        chief financial officer of Interglobal Waste Management Inc., a publicly
        traded
        manufacturing company in Camarillo, CA; vice president and chief financial
        officer of Janex International, a $32 million publicly traded children’s toy
        manufacturer; and vice president and chief financial officer of the Los Angeles
        Kings, a $45 million National Hockey League franchise. Mr. Handelman is a
        Certified Public Accountant and holds a B.S. in Accounting from the City
        University of New York.
  **Eric
        Pommer** **,** age
        54 **,** has
        served as the General Counsel for the Company since April 2005. He **** has
        over
        25 years engaged in the management of various high-tech companies. Mr. Pommer
        received an MS in Systems Management from USC in 1989, a JD from Thomas
        Jefferson School of Law in 1977, and a BA from Pomona College in 1973. He
        is a
        member of the faculty of the Southern California Institute of Law. He has
        had
        directorships in several companies, including Geo InSight International,
        Broadband Telecom, and Pacific Investment Bank. He directly managed both
        RDT&E hardware projects and software development programs for such companies
        as Geo InSight International, Abex Aerospace, and Martin Marietta Aerospace.
        Mr.
        Pommer has been directly involved in management, operations, process design,
        strategic planning, regulatory compliance, employment relations, commercial
        transactions, and government contracts. In 1993, as outside counsel, Mr.
        Pommer
        negotiated the initial protection for the TechnoConcepts intellectual
        property .
 
 **Richard
        Hines,** age
        55,
        has served as a director of the Company since July 2004. Prior to this, he
        served as an elected official in the South Carolina House of Representatives.
        He
        held various executive positions in the Reagan Administration in executive
        branch agencies such as the U.S. Department of Transportation and Interstate
        Commerce Commission. In the U.S. General Services Administration, he was
        the
        principal interface for the agency in charge of business and industry relations,
        as well as a catalyst for reform for acquisition policies within the government.
        After leaving the public sector, he became Vice-President of Electronic Data
        Systems, a billion dollar corporation with over 60,000 employees, where he
        was
        responsible for U.S. Government sales. He combined his talent and experience
        in
        the private and public sectors to form RTH Consulting in 1997. His history
        of
        political activism was, most recently, extended to aid the campaign of President
        Bush in the South Carolina Primary of the 2000 Presidential election. He
        continues to be involved in local, regional, and federal politics and has
        an
        active voice in the current Bush Administration. In April of this year, he
        participated in the Government Roundtable in Athens, Greece, where he spoke
        alongside former President Bush, Mikhail Gorbachev, and other European leaders,
        as well as prominent businessmen.
  39
  **Michael
        Ussery** ,
        age 53,
        has served as a director of the Company since August 2004. Prior to this
        he
        worked as an international public affairs advisor and business developer
        with
        extensive investments and financing experience in Eastern Europe. He is a
        former
        U.S. Ambassador to Morocco who has international private sector experience
        in
        marketing, negotiations, strategic planning, and project development; he
        held
        his title from 1988 thru 1992. In government he has held senior positions
        during
        the Libya conflict, Gulf War, Afghan War, and Mid-East peace process. Mr.
        Ussery
        has worked for more than 35 countries, and in the past decade he has worked
        with
        more than (60) companies and organizations including numerous Fortune 500
        and
        top international corporations, and has advised foreign governments. Mr.
        Ussery
        has been a founder of five companies and two non-profit organizations, and
        is a
        veteran of seven presidential and congressional campaigns. He was a national
        fund raising Vice Chairman, policy contributor and Arkansas field manager
        of the
        2000 Bush - Chaney Campaign. Mr. Ussery serves as a Co-Founder and chairs
        the
        Advisory Board of the Romania Moldova Direct Fund, and in Bulgaria he is
        a
        recent Co-Founder of InfoMed and Netcare Bulgaria. Appointed by the Virginia
        Governor, Mr. Ussery is one of seven Commissioners of Vint Hill Economic
        Development Authority, responsible for converting a U.S. military base into
        a
        commercial and residential development. In the field of education, Mr. Ussery
        is
        President and CEO of the Coordinating Council
        for The International University, a non- profit organization creating American
        higher education in developing countries. He has served on the Advisory Board
        and spoken at numerous prestigious colleges and universities across the U.S.
        including Yale, the University of South Carolina, VMI, the George Mason
        University and Newberry College.
 
 **George
        Lange,** age
        65,
        has served as a director of the Company since February 17, 2004 and prior
        to
        such date served in a similar position with TCI from September 2003 until
        TCI’s
        acquisition by the Company. He also has been a Co-Founder of various companies,
        a business consultant and electronic engineer within aerospace, defense,
        and the
        consumer product industry. His multi-discipline experience covers product
        and
        business development, circuit and systems design engineer and operations
        and
        organizational staffing. He has assisted with company start-up activities,
        mergers and acquisitions, restructurings and fundings and has performed in
        an
        executive capacity. Clients have been diverse in size and types; Fortune
        500
        companies, individual inventors, and foreign businesses, including the Ford
        Motor Company Corporate offices, Control Data Corporation, Hughes Aircraft
        Company, Lockheed Corporation, Litton Industries, Plantronics Corporation,
        Teledyne Corporation, Coopers and Lybrand, JJ Barnicke, Bendix Electrodynamics
        and Ramo Corporation. He attended both Northrop Institute of Technology and
        the
        University of California at Los Angeles. He is involved in civic and community
        service activities applying his business skills to his elected government
        position appointments to City, County and State Agency Boards and various
        non-profit Organization Boards of Directors.
 
 **John
        Mansfield,** age
        57,
        has served as a director of the Company since February 17, 2004 and prior
        to
        such date served in a similar position with TCI from December 2003 until
        TCI’s
        acquisition by the Company. He has earned valuable experience in several
        industries, including heavy equipment, property development and building,
        medical information technology and management, insurance, and financial advisory
        services. He operates Axis Capital LLC, a Georgia-based company that specializes
        in advisory services for companies in transition, including start-ups,
        turnarounds, new growth initiatives and mergers and acquisitions. He has
        assisted with strategic planning, business plan development, financial
        structuring and re-structuring for such conglomerates as JMJ Technologies,
        Admiralty Corporation, Accent Mortgage Corporation, and AlumniWorldwide.com,
        and
        many others. His history includes seven years in sales and marketing, including
        Director of Sales and Marketing for an international heavy equipment
        manufacturer, followed by 18 years operating businesses in land development
        and
        property management, including involvement in numerous syndicated investment
        transactions. He served for seven years as a Director of the Ontario (Canada)
        New Home Warranty Corporation and was a member of its executive committee
        and
        chairman of its audit committee. Following his board term, he was retained
        by
        the Corporation to perform advisory services. He currently serves as a Director
        of a publicly traded healthcare management company, American HealthChoice,
        and
        is chairman of its audit committee. Mr. Mansfield is a graduate of Wilfred
        Laurier University, Waterloo, Ontario, Canada.
 
 **Significant
        Employees**
 
 **John
        Hwang** ,
        Member
        of the Office of the Chairman and Vice President of Business Development,
        began
        his career in the high tech industry as Vice President of Sales and Corporate
        Manager at Samsung America, Inc., where he helped Samsung to become number
        one
        in market share in monitors worldwide. He then was president of a number
        of
        other entrepreneurial high-tech companies, with successful sales increases
        achieved at each. Mr. Hwang earned his BS degree in economics from Rutgers
        University in 1985.
  40
  **Dr.
        Oleg Panfilov** ,
        Chief
        Scientific Officer, received his Ph.D. degree from the Moscow Institute of
        Long
        Radio Communication in 1971 (Russia). Working in the fields of signal and
        data
        processing Dr. Panfilov held different positions from engineer to the director
        of laboratory. Since his immigration to the United States in 1979 he has
        worked
        as a senior math analyst in Bedford Research Associates, as a research scientist
        and staff engineer in Unisys Corporation, a senior consulting analyst in
        NCR, a
        distinguished member of technical staff in Motorola and as an independent
        consultant in the system design of Doppler radars, computer systems and networks
        as well as in wireless communication systems. Dr. Panfilov has devoted a
        considerable portion of his professional career to identifying prospective
        technologies providing the highest return on investments. The results of
        his
        research and findings have been published in over forty domestic and
        international publications and he is a frequent lecturer at international
        conferences on high performance computer systems, networks and communication
        systems.
 
 **Lap
        Wai Chow,** Senior
        Scientist, received his B.S. degree in Electrical Engineering and M.Phil.
        degree
        in Material Science from the Chinese University of Hong Kong in 1978 and
        1980,
        respectively. From 1980 to 1982 he worked at Universal Semiconductor in San
        Jose, California, developing CMOS Gate-array and 32K/64K/ROM technology.
        In 1982
        he joined Elcap Electronics of Hong Kong, where he was responsible for
        establishing the CMOS design department for the development of SRAM and DRAM
        technology. He founded Data Research in Hong Kong in 1983 which specialized
        in
        the development of high temperature (more than 250 degrees C) CMOS circuits
        used
        in seismic applications. He joined Hughes Research Laboratories in 1985,
        working
        on various high-speed CMOS research projects. He was a founder of TCI and
        in
        1996 was also involved in the founding of InnoTest, Inc., a Hsinchu Science
        Park
        technology company in Taiwan. Mr. Chow holds nine patents and has 12 patents
        pending, mostly in the areas of CMOS technology and high speed computing
        architecture.
 
 **Section
        16(a) Beneficial Ownership Reporting Compliance**
 
 Based
        solely upon our review of Forms 3, 4 and 5 and amendments thereto furnished
        to
        us under Rule 16a-3(e) of the Securities Exchange Act of 1934, as amended
        (the
“Securities Exchange Act”) during the fiscal year ended September 30, 2005 and
        written representations received by us pursuant to Securities and Exchange
        Commission rules, none of our directors, officers, or any beneficial owner
        of
        more than 10 percent of any class of our equity securities failed to file,
        on a
        timely basis, any reports required by Section 16(a) of the Securities Exchange
        Act.
 
 **Director
        Independence**
 
 The
        Board
        believes that the interests of the stockholders are best served by having
        at
        least a majority of objective independent representatives on the
        Board.
 
 In
        determining independence, the Board applies the standards established by
        the
        Nasdaq Stock Market. In conjunction with this report, the Board has evaluated
        all relationships between each director, and the Company and has made the
        following determinations with respect to the “independence” of each
        director:
 
 **Director**
              
              **Status**Antonio
                  Turgeon
              
              Not
                  independentDr.
                  Feng Yuh Juang
              
              Not
                  independentRichard
                  Hines
              
              Not
                  IndependentRonald
                  Hickling
              
              Not
                  IndependentMichael
                  Ussery
              
              IndependentGeorge
                  Lange
              
              IndependentJohn
                  Mansfield
              
              Independent
  41
  Based
        on
        the foregoing analysis, it was determined that a majority of our directors
        are
        not “independent” directors under the standards established by Nasdaq. The
        Company intends to take steps to appoint additional independent directors
        to the
        Board of Directors as soon as it is able to do so.
 
 The
        Board
        will continually monitor the standards established for director independence
        under applicable law or listing requirements and will take all reasonable
        steps
        to assure compliance with those standards.
  **Committees
        of the Board**
 
 In
        order
        to facilitate the various functions of the Board of Directors, in February
        2004,
        the Board created a standing Audit Committee and a standing Corporate
        Governance/Nominating Committee.
 
 *Audit
        Committee.* The
        Audit
        Committee operates pursuant to a written charter that was adopted in February
        2004. Under its charter, the Audit Committee is given the sole authority
        and
        responsibility for the appointment, retention, compensation and oversight
        of our
        independent auditors, including pre-approval of all audit and non-audit services
        to be performed by our independent auditors. The Board has determined that
        John
        Mansfield, the chairman of the Company’s Audit Committee meets the Securities
        and Exchange Commission criteria of an audit committee financial
        expert.
 
 *Corporate
        Governance/Nominating Committee.* The
        Corporate Governance/Nominating Committee is responsible for implementing
        and
        carrying out appropriate processes by which nominees for election as directors
        are selected.
 
 Committee
        assignments are re-evaluated annually and approved by the Board of Directors
        at
        its annual meeting that follows the annual meeting of stockholders.
 
 **Board
        Meetings and Executive Sessions**
 
 During
        the year ended September 30, 2005, the Board of Directors held three formal
        meetings.
 
 By
        resolution adopted by the Board of Directors, commencing in 2004, the
        non-management members of the Board will meet on a regular basis, not less
        than
        twice annually, in executive session without management present. Executive
        sessions are to be led by a “Lead Director” designated by the non-management
        directors. An executive session is held in conjunction with each regularly
        scheduled Board meeting and other sessions may be called by the Lead Director
        in
        his or her own discretion or at the request of the Board.
 
 **Nomination
        of Directors**
 
 In
        assessing potential director nominees, the Corporate Governance/Nominating
        Committee is expected to look for candidates who possess a wide range of
        experience, skills, areas of expertise, knowledge and business judgment,
        high
        integrity and demonstrated superior performance or accomplishments in his
        or her
        professional undertakings. The Corporate Governance/Nominating Committee
        may
        utilize the services of a search firm to help identify candidates for director
        who meet the qualifications outlined above.
 
 The
        Board
        will also consider for nomination as director qualified candidates suggested
        by
        our stockholders. Stockholders can suggest qualified candidates for nomination
        as director by writing to our corporate secretary at 6060 Sepulveda Blvd.,
        Suite
        202, Van Nuys, CA 91411. Submissions that are received that meet the criteria
        outlined above are forwarded to the Corporate Governance/Nominating Committee
        for further review and consideration.
 
 **Codes
        of Ethics**
 
 In
        February 2004, the Board of Directors adopted a Code of Business Ethics covering
        all officers, directors and employees. We require all employees to adhere
        to the
        Code of Business Ethics in addressing legal and ethical issues encountered
        in
        conducting their work. The Code of Business Ethics requires that our employees
        avoid conflicts of interest, comply with all laws and other legal requirements,
        conduct business in an honest and ethical manner and otherwise act with
        integrity and in the Company’s best interest. All of our employees are required
        to certify that they have reviewed and understood the Code of Business
        Ethics.
  42
  The
        Board
        of Directors, in April 2004, also adopted a separate Code of Business Ethics
        for
        the CEO and Senior Financial Officers. This Code of Ethics supplements our
        general Code of Business Ethics and is intended to promote honest and ethical
        conduct, full and accurate reporting, and compliance with laws as well as
        other
        matters.
 
 The
        Code
        of Business Ethics for the CEO and Senior Financial Officers is filed as
        an
        exhibit to this Annual Report on Form 10-KSB. Any person wishing to receive,
        without charge, a copy of such code of ethics, should request the same by
        writing to our corporate secretary at 6060 Sepulveda Blvd., Suite 202, Van
        Nuys,
        CA 91411.
 
 **Contacting
        the Board**
 
 Any
        shareholder who desires to contact our Lead Director or the other members
        of the
        Board of Directors may do so by writing to: Board of Directors, TechnoConcepts,
        Inc. 6060 Sepulveda Blvd., Suite 202, Van Nuys, CA 91411. Communications
        received electronically or in writing are distributed to the Lead Director
        or
        the other members of the Board as appropriate depending on the facts and
        circumstances outlined in the communication received. For example, if any
        complaints regarding accounting, internal accounting controls and auditing
        matters are received, then they will be forwarded to the Chairman of the
        Audit
        Committee for review.
 
 **Compensation
        Committee Interlocks and Insider Participation**
 
 None
        of
        our executive officers served during 2005 as a member of the board of directors
        or compensation committee of any entity that has had one or more executive
        officers who served as a member of our Board of Directors or Compensation
        Committee.
 
 **ITEM
        10. EXECUTIVE COMPENSATION**
 
 **Compensation
        of Executive Officers**
 
 During
        the period beginning February 17, 2004, the date upon which the Exchange
        was
        consummated and ending September 30, 2004, no salary or any other compensation
        was paid to the Company’s Chief Executive Officer or any officer or employee of
        the Company for the services provided to us. During the Company’s current fiscal
        year Antonio E. Turgeon, our President and Chief Executive Officer, will
        be paid
        a base salary of $240,000, Ronald M. Hickling, our Chief Technology Officer,
        will be paid a base salary of $140,000, Michael Handelman, our Chief Financial
        Officer, will be paid a base salary of $125,000, Eric Pommer, our Vice President
        and General counsel, will be paid a base salary of $125,000 and Dr. Feng
        Yuh
        Juang, our Vice Chairman, will be paid a base salary of $120,000.
  **Summary
        Compensation Table**
 **Annual
                    Compensation****Name
                    and**
                  **Principal
                    Position**
                
                **Year**
                
                **Salary**
                
                **Bonus**
                
                **Other**
                  **Annual**
                  **Compensation**
                
                **All
                    Other Compensation****Antonio
                    Turgeon,**
                  Chairman
                    and
                  Chief
                    Executive Officer
                
                
                2005
                  2004
                
                $
                  $
                180,000
                  0
                
                $
                  $
                0
                  0
                
                $
                  $
                0
                  0
                
                $
                  $
                0
                  0**Ron
                    Hickling,**
                  Chief
                    Technology Officer
                
                
                2005
                  2004
                
                $
                  $
                105,000
                  0
                
                $
                  $
                0
                  0
                
                $
                  $
                0
                  0
                
                $
                  $
                0
                  0**Michael
                    Handelman**,
                  Chief
                    Financial
                  Officer
                
                
                2005
                  2004
                
                $
                  $
                93,750
                  0
                
                $
                  $
                0
                  0
                
                $
                  $
                0
                  0
                
                $
                  $
                0
                  0**Dr
                    Feng Yuh Juang,**
                  Vice
                    Chairman
                
                
                2005
                  2004
                
                $
                  $
                90,000
                  0
                
                $
                  $
                0
                  0
                
                $
                  $
                0
                  0
                
                $
                  $
                0
                  0**Eric
                    Pommer**,
                  Vice
                    President and General Counsel
                
                
                2005
                  2004
                
                $
                  $
                81,667
                  0
                
                $
                  $
                0
                  0
                
                $
                  $
                0
                  0
                
                $
                  $
                0
                  0
  43
  **Employment
        Contracts**
 
 As
        of
        September 30, 2005, we had a three year employment contract with Antonio
        Turgeon
        commencing on January 1, 2005 at an annual salary of $240,000. The Company
        also
        has a three year employment contract with Richard Juang commencing on January
        1,
        2005 at an annual salary of $120,000 and Ron Hickling commencing on January
        1,
        2005 at an annual salary of $140,000.
 
 
 **Compensation
        of Directors**
 
 Commencing
        in April 2004, each director who is not an employee is paid (1) an annual
        fee of
        $20,000, payable in quarterly installments, (2) $1,000 per day per meeting,
        including one travel day for each meeting for out-of-state directors, and
        (3)
        out-of-pocket expenses. The Company has also agreed to grant each non-employee
        director options to purchase 50,000 shares of our common stock upon the
        Company’s establishment of an option plan and 20,000 options following each
        subsequent shareholders meeting after which the director continues to serve.
        In
        addition, each non-employee director is paid $500 per meeting for each committee
        meeting attended. The Chair of the Audit Committee is paid an annual fee
        of
        $7,500. Other committee chairs are paid an annual fee of $1,000.
 
 **Equity
        Compensation Plan Information**
 
 In
        September 2005, the Company’s Board of Directors adopted the 2005 Equity
        Incentive Plan (the “2005 Plan”), pursuant to which up to 12,000,000 shares of
        common stock may be issued to officers, employees, non-employee directors,
        and
        consultants either through the award of restricted stock or through the exercise
        of incentive stock options or nonqualified stock options. The exercise price
        of
        an option granted under the 2005 Plan generally may not be less than the
        fair
        market value of the Company’s common stock on the date of grant. Subject to the
        terms of the 2005 Plan, the Board of Directors is authorized to select optionees
        and to determine the number of shares covered by each option, its exercise
        price, a vesting schedule, and certain other terms.
 
 **ITEM
        11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
        AND**  **RELATED
        STOCKHOLDER MATTERS**
 
 The
        following tables sets forth information as of December 29, 2005, based on
        information obtained from the persons named below, with respect to the
        beneficial ownership of shares of our common stock, Series A Preferred Stock
        held by (i) each person known by us to be the owner of more than 5% of our
        outstanding shares of common stock, (ii) each director, (iii) each named
        executive officer, and (iv) all executive officers and directors as a
        group:
  44
  **Common
        Stock**
  **Name
                    and Address**of Beneficial Owner (1)
              
              **Number
                  of Shares Beneficially Held**
              
              **Percent
                        of**Class Beneficially Held (2)**Directors
                  and Officers**Antonio
                  E. Turgeon (3)
              
              
              3,046,000
              
              
              11.10
              %Dr.
                  Feng Yuh Juang (3)
              
              
              1,026,317
              
              
              3.74
              %Ronald
                  M Hickling (3)
              
              
              0
              
              
              0.00
              %Michael
                  Handelman (3)
              
              
              36,000
              
              
              0.13
              %Richard
                  Hines (3)
              
              
              90,000
              
              
              0.33
              %Michael
                  Ussery (3)
              
              
              90,000
              
              
              0.33
              %George
                  Lange (3)
              
              
              95,000
              
              
              0.35
              %John
                  Mansfield (3)
              
              
              90,000
              
              
              0.33
              %Eric
                  Pommer (3)
              
              
              35,000
              
              
              0.13
              %All
                  directors and executive officers as a group (9 persons)
              
              
              4,508,317
              
              
              16.44
              %**5%
                  Shareholders**TechnoConcepts
                  Inc, a California corp.3835-R
                  East Thousand Oaks Blvd.Westlake
                  Village, CA 91362
              
              
              1,970,000
              
              
              7.29
              %
 ____________
 *  Less
        than
        1%
 
 (1)
              Unless
                  otherwise indicated, each beneficial owner has both sole voting
                  and sole
                  investment power with respect to the shares beneficially owned
                  by such
                  person, entity or group. The number of shares shown as beneficially
                  owned
                  include all options, warrants and convertible securities held by
                  such
                  person, entity or group that are exercisable or convertible within
                  60 days
                  of December 29, 2005.
 
 (2)
              The
                  percentages of beneficial ownership as to each person, entity or
                  group
                  assume the exercise or conversion of all options, warrants and
                  convertible
                  securities held by such person, entity or group which are exercisable
                  or
                  convertible within 60 days, but not the exercise or conversion
                  of options,
                  warrants and convertible securities held by others shown in the
                  table.
 
 (3)
              Address
                  is c/o TechnoConcepts, Inc., 6060 Sepulveda Blvd., Suite 202, Van
                  Nuys, CA
                  91411.
 
 **Series
        A Preferred Stock**
 
 **Name
                    and Address of Beneficial**Owner (1)
              
              **Number
                  of Shares Beneficially Held**
              
              ****Percent
                  of**Class Beneficially Held (2)****Directors
                  and Officers**Antonio
                  E. Turgeon (3)
              
              
              2,700
              
              
              16.88
              %All
                  directors and executive officers as a group (8 persons)
              
              
              2,700
              
              
              16.88
              %**5%
                  Shareholders**TechnoConcepts,
                  Inc., a California corp.3835-R
                  East Thousand Oaks Blvd.Westlake
                  Village, CA 91362
              
              
              4,000
              
              
              25
              %Developmental
                  Technology Corp.64
                Sunset DriveNorth
                Bennington, Vermont 05257
              
              
              1,500
              
              
              9.38
              %Lee
                Holdings, Inc.3650
                Jewel Cave Dr.Las
                Vegas, Nevada 89122
              
              
              2,050
              
              
              12.81
              %
  45
  (1)
              Unless
                  otherwise indicated, each beneficial owner has both sole voting
                  and sole
                  investment power with respect to the shares beneficially owned
                  by such
                  person, entity or group. The number of shares shown as beneficially
                  owned
                  include all options, warrants and convertible securities held by
                  such
                  person, entity or group that are exercisable or convertible within
                  60 days
                  of December 29, 2005.
 
 (2)
              The
                  percentages of beneficial ownership as to each person, entity or
                  group
                  assume the exercise or conversion of all options, warrants and
                  convertible
                  securities held by such person, entity or group which are exercisable
                  or
                  convertible within 60 days, but not the exercise or conversion
                  of options,
                  warrants and convertible securities held by others shown in the
                  table.
 
 (3)
              Address
                  is c/o TechnoConcepts, Inc., 6060 Sepulveda Blvd., Suite 202, Van
                  Nuys, CA
                  91411.
 
 **Series
        B Preferred Stock**
 
 Name
                    and Address of Beneficial Owner (1)
              
              Number
                  of Shares Beneficially Held
              
              Percent
                  of Class Beneficially Held (2)**Directors
                  and Officers**All
                  directors and executive officers as a group (8 persons)
              
              
              0
              
              
              0
              %**5%
                  Shareholders**Triumph
                  Research Partners, LLC48
                  South Service RoadMelville,
                  NY 11747
              
              
              800
              
              
              100
              %
 ____________
  (1)
              Unless
                  otherwise indicated, each beneficial owner has both sole voting
                  and sole
                  investment power with respect to the shares beneficially owned
                  by such
                  person, entity or group. The number of shares shown as beneficially
                  owned
                  include all options, warrants and convertible securities held by
                  such
                  person, entity or group that are exercisable or convertible within
                  60 days
                  of April 1, 2005.
 
 (2)
              The
                  percentages of beneficial ownership as to each person, entity or
                  group
                  assume the exercise or conversion of all options, warrants and
                  convertible
                  securities held by such person, entity or group which are exercisable
                  or
                  convertible within 60 days, but not the exercise or conversion
                  of options,
                  warrants and convertible securities held by others shown in the
                  table.
 
 **ITEM
        12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**
 
 We
        are
        party to an agreement with an entity in which one of our Directors, Richard
        Hines, has a financial interest. The agreement calls for the entity to perform
        consulting services and strategic marketing to government and international
        agencies with general assistance in support of marketing the products of
        the
        Company. The agreement also calls for monthly fees of $10,000 and runs from
        August 1, 2004 until January 31, 2006.
  46
  **ITEM
        13. EXHIBITS**
 
 Exhibit
                  Number
              
              Description
                  of Exhibit23
              
              Consent
                  of Seligson & Giannattasio, LLP31.1
              
              Rule
                  13a-14(a)/15d-14(a) Certification of Chief Executive
                  Officer31.2
              
              Rule
                  13a-14(a)/15d-14(a) Certification of Chief Financial
                  Officer32
              
              Rule
                  13a-14(b)/15d-14(b) Certification of Chief Executive Officer and
                  Chief
                  Financial Officer
 
 
 ***Reports
        on Form 8-K***
 
 No
        reports on Form 8-K were filed during the last quarter of the period covered
        by
        this report.
 
 **ITEM
        14.**
 
 **PRINCIPAL
        ACCOUNTANT FEES AND SERVICES**
 
 **2005**Audit
                  fees
              
              
              35,000Audit
                  related fees
              
              
              18,015Tax
                  fees
              
              
              756All
                  other fees
              
              
              —Total
              
              
              53,771
 
 The
        Audit
        Committee developed a policy relating to the pre-approval of all audit and
        non-audit services provided by the independent auditors. These services may
        include audit services, audit-related services, tax services and other services.
  47
  **SIGNATURES**
 
 In
        accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
        this report to be signed on its behalf by the undersigned, thereunto duly
        authorized.
  **TECHNOCONCEPTS,
                  INC.**Dated:
                  December 29, 2005
              By:
              /s/ Antonio
                E. TurgeonPresident
                  and CEO
  In
        accordance with the Exchange Act, this report has been signed below by the
        following persons on behalf of the registrant and in the capacities and on
        the
        dates indicated.
 
 Signatures
              Title
              Date/s/
                  Antonio E. Turgeon
                
                ANTONIO
                  E. TURGEON
              Chairman
                  of the Board, President and Chief Executive Officer Principal Executive
                  Officer)
              December
                  29, 2005/s/
                  Michael Handelman
                MICHAEL
                  HANDELMAN
              Chief
                  Financial Officer and Principal Accounting and Financial
                  Officer)
              December
                  29, 2005RONALD
                  HICKLING
              Director
              December
                  29, 2005/s/
                  George Lange
                GEORGE
                  LANGE
              Director
              December
                  29, 2005/s/
                  John Mansfield
                JOHN
                  MANSFIELD
              Director
              December
                  29, 2005DR.
                  FENG YUH JUANG
              Director
              December
                  29, 2005RICHARD
                  HINES
              Director
              December
                  29, 2005/s/
                  Michael Ussery
                MICHAEL
                  USSERY
              Director
              December
                  29, 2005
 
 48




**REPORT
        OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 To
        the
        Stockholders and
 Board
        of
        Directors
 TechnoConcepts,
        Inc.
 Van
        Nuys,
        CA
 
 We
        have
        audited the accompanying balance sheet of TechnoConcepts, Inc. and subsidiaries
        as of September 30, 2005, the related statements of operations, changes in
        stockholders’ equity and cash flows for the periods ended September 30, 2005 and
        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 audits 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. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the financial
        statements. An audit also includes assessing the accounting principles used
        and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe the audit provides a reasonable
        basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of TechnoConcepts, Inc. and
        subsidiaries as of September 30, 2005, and the result of its operations and
        its
        cash flows for the periods ended September 30, 2005 and 2004 in conformity
        with
        accounting principles generally accepted in the United States of
        America.
 
 The
        accompanying financial statements have been prepared assuming the Company
        will
        continue as a going concern. As discussed in Note 4 to the financial statements,
        the Company has had significant recurring losses. The realization of a major
        portion of its assets is dependent upon its ability to meet its future financing
        requirements, and the success of future operations. These factors raise
        substantial doubt about the Company’s ability to continue as a going concern.
        The financial statements do not include any adjustments that might result
        from
        this uncertainty.
 
  Seligson
        & Giannattasio, LLP
 White
        Plains, NY
 December
        29, 2005







TechnoConcepts,
        Inc.
 And
        Subsidiaries
 Consolidated
        Balance Sheets
  September
                      30, 2005ASSETSCurrent
                    assets:Cash
                
                $
                190,669Accounts
                    receivable, net of allowance for doubtful accounts of
                    $190,040
                
                
                318,202Inventory,
                    net of reserves of $534,851
                
                
                499,543Prepaid
                    expenses
                
                
                328,723Total
                    current assets
                
                
                1,337,137Fixed
                    assets, net
                
                
                383,525Other
                    assets:Intellectual
                    property and patents
                
                
                8,000,000Goodwill
                
                
                5,663,629Deposits
                
                
                77,251Debt
                    issuance costs, net
                
                
                250,762Total
                    assets
                
                $
                15,712,304
  See
        accompanying notes to consolidated financial statements.
  F-1
  TechnoConcepts,
        Inc.
 And
        Subsidiaries
 Consolidated
        Balance Sheets
 September
                    30, 2005LIABILITIES
                    AND SHAREHOLDERS' EQUITYCurrent
                    liabilities:Line
                    of Credit
                
                $
                331,639Note
                    Payable
                
                
                750,000Capital
                    Leases payable - current portion
                
                
                10,567Accounts
                    payable
                
                
                2,163,838Accrued
                    expenses payable
                
                
                1,076,336Customer
                    Deposits
                
                
                278,806Due
                    to related parties
                
                
                263,698Total
                    current liabilities
                
                
                4,874,884Capital
                    Leases payable, net of current portion
                
                
                17,123Convertible
                    notes payable, net of unamortized debt issuance costs of
                    $1,872,673
                
                
                1,902,327Total
                    liabilities
                
                
                6,794,334Shareholders'
                    equity:Series
                    A Preferred stock, no par value, 10,000,000 shares authorized,
                    16,000
                    shares issued and outstanding
                
                
                16Series
                    B Preferred, no par value, 800 authorized, issued and
                    outstanding
                
                
                2,000,000Common
                    stock, no par value, 50,000,000 shares authorized 27,015,035
                    shares issued
                    and outstanding
                
                
                27,015Additional
                    paid in capital
                
                
                20,490,380Subscriptions
                    receivable
                
                
                --Accumulated
                    deficit
                
                
                (13,599,441
                )Total
                    stockholders' equity
                
                
                8,917,970Total
                    liabilities and shareholders' equity
                
                $
                15,712,304
 
 See
        accompanying notes to consolidated financial statements.
  F-2
  TechnoConcepts,
        Inc.
 And
        Subsidiaries
 Consolidated
        Statements of Operations and Comprehensive Loss
 Year
                    EndedSeptember 30, 2005
                
                January
                    1, 2004ToSeptember 30, 2004Revenues:Earned
                    revenue
                
                $      898,261
                
                $               --Cost
                    of goods sold
                
                858,284
                
                --Gross
                    Profit
                
                39,977
                
                --Operating
                    expenses:General
                    and administrative
                
                8,603,583
                
                880,812Total
                    operating loss
                
                (8,563,606
                )
                (880,812
                )Other
                    income (expense):Other
                    income
                
                --
                
                3,000Impairment
                    of Goodwill
                
                (529,162
                )
                --Interest
                    expense, net
                
                (2,164,142
                )
                (255,162
                )Net
                    loss before taxes
                
                (11,256,910
                )
                (1,132,974
                )Income
                    taxes
                
                1,600
                
                --Net
                    loss
                
                (11,258,510
                )
                (1,132,974
                )Dividends
                    on preferred stock
                
                100,000
                
                --Net
                    loss available to common shareholders
                
                $(11,358,510
                )
                $(1,132,974
                )Weighted
                    shares outstanding:Basic
                
                26,378,677
                
                19,424,421Diluted
                
                26,378,677
                
                19,424,421Loss
                    per share available to common shareholder:Basic
                
                $           (.43
                )
                $           (.06
                )Diluted
                
                $           (.43
                )
                $           (.06
                )
  See
        accompanying notes to consolidated financial statements
 
 F-3
 
 TechnoConcepts
        Inc.
 And
        Subsidiaries
 Comprehensive
        Statement of Stockholders’ Equity
  Preferred
                  Stock
              
              Common
                  Stock
              
              Paid-In
              
              Subscriptions
              
              AccumulatedShares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              Receivable
              
              DeficitBalances,
                  December 31, 2003
              
              
              16,000
              
              $
              16
              
              
              7,930,320
              
              $
              7,930
              
              $
              7,996,062
              
              $
              (4,008
              )
              $
              (1,107,957
              )Shares
                  issued for:Conversion
                  of debentures
              
              
              —
              
              
              —
              
              
              697,641
              
              
              698
              
              
              315,977
              
              
              —
              
              
              —Consulting
                  services
              
              
              —
              
              
              —
              
              
              4,525,030
              
              
              4,525
              
              
              464,348
              
              
              —
              
              
              —Effect
                  of merger
              
              
              16,000
              
              
              16
              
              
              11,699,680
              
              
              11,699
              
              
              (11,546
              )
              
              —
              
              
              —Beneficial
                  conversion feature from issuance of convertible debenture
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              284,143
              
              
              —
              
              
              —Net
                  loss
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (1,132,974
              )Balances,
                  September 30, 2004
              
              
              32,000
              
              $
              32
              
              
              24,852,671
              
              $
              24,852
              
              $
              9,048,984
              
              $
              (4,008
              )
              $
              (2,240,931
              )Collection
                  of subscription receivable
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              4,008
              
              
              —Beneficial
                  conversionfeature
                  from theissuance
                  of convertibledebentures
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              3,329,200
              
              
              —
              
              
              —Shares
                  issued for:Preferred
                  shares
              
              
              800
              
              
              2,000,000
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —Conversion
                  ofdebentures
              
              
              —
              
              
              —
              
              
              771,480
              
              
              771
              
              
              1,232,854
              
              
              —
              
              
              —Consulting
                  services
              
              
              —
              
              
              —
              
              
              229,713
              
              
              230
              
              
              909,483
              
              
              —
              
              
              —Effect
                  of merger
              
              
              —
              
              
              —
              
              
              1,161,170
              
              
              1,162
              
              
              4,998,838
              
              
              —
              
              
              —Issuance
                  of warrants forservices
                  rendered
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              971,005
              
              
              —
              
              
              —Retirement
                  of preferredshares
              
              
              (16,000
              )
              
              (16
              )
              
              —
              
              
              —
              
              
              16
              
              
              —
              
              
              —Dividends
                  on preferred stock
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (100,000
              )Net
                  loss
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (11,258,510
              )Balances,
                  September 30,2005
              
              
              16,800
              
              $
              2,000,016
              
              
              27,015,034
              
              $
              27,015
              
              $
              20,490,380
              
              $
              —
              
              $
              (13,599,441
              )
 
 See
        accompanying notes to consolidated financial statements.
 
 F-4
  TechnoConcepts,
        Inc.
 And
        Subsidiaries
 Consolidated
        Statements of Cash Flows
 
 September
                    30,2005
                
                January
                    1, 2004ToSeptember 30, 2004**Cash
                    flows from operating activities:**Net
                    loss
                
                $
                (11,258,510
                )
                $
                (1,132,974
                )Adjustments
                    to reconcile net loss from operations to net cash used in operating
                    activities:Depreciation
                
                
                50,097
                
                
                1,556Amortization
                    of debt costs
                
                
                1,740,618
                
                
                201,268Shares
                    issued for services
                
                
                1,880,718
                
                
                --Impairment of goodwill
                
                
                529,162
                
                
                --Changes
                    in operating assets and liabilities:Decrease
                    in accounts receivable
                
                
                419,773
                
                
                --Decrease
                    in inventory
                
                
                400,009
                
                
                --Increase
                    in other assets
                
                
                (375,725
                )
                
                (727
                )(Decrease)
                    increase in accounts payable
                
                
                97,456
                
                
                21,452Increase
                    in accrued expenses
                
                
                728,258
                
                
                73,777Net
                    cash flows from operating activities
                
                
                (5,785,144
                )
                
                (835,648
                )**Cash
                    flows from investing activities:**Net
                    Borrowings from related parties
                
                
                (152,451
                )
                
                --Acquisition
                    of fixed assets
                
                
                (348,663
                )
                
                (28,559
                )Net
                    cash flows from investing activities
                
                
                (501,114
                )
                
                (28,559
                )**Cash
                    flows from financing activities:**Proceeds
                    from notes payable
                
                
                4,525,000
                
                
                905,000Debt
                    acquisition costs
                
                
                (445,800
                )
                
                --Proceeds
                    from preferred shares
                
                
                2,000,000
                
                
                --Net
                    borrowings from bank
                
                
                331,639
                
                
                --Repayment
                    of long-term debt
                
                
                (4,478
                )
                
                --Stock
                    subscriptions received
                
                
                4,008
                
                
                --Net
                    cash flows from financing activities
                
                
                6,410,369
                
                
                905,000**Net
                    change in cash and cash equivalents**
                
                
                124,111
                
                
                40,793**Cash
                    and cash equivalents, beginning of period**
                
                
                66,558
                
                
                25,765**Cash
                    and cash equivalents, end of period**
                
                $
                190,669
                
                $
                66,558**Supplemental
                    cash flow information:**Interest
                    paid
                
                $
                --
                
                $
                --Income
                    taxes paid
                
                $
                800
                
                $
                --**Non-cash
                    investing and financing activities****Shares
                    issued in payment of consulting fees**
                
                
                --
                
                
                464,348**Shares
                  issued for conversion of debt**
                
                
                1,233,625
                
                
                316,675
  See
        accompanying notes to consolidated financial statements.
  F-5
  TechnoConcepts,
        Inc.
 And
        Subsidiaries
 Notes
        to
        Financial Statements
 September
        30, 2005
  
 NOTE
        1
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Organization
        and Nature of the business - TechnoConcepts is in the business of designing, developing, and marketing
        wireless communications solutions. In addition to developing a four-channel
        high
        speed instrumentation analog-to-digital converter; a 1.6 GHz delta-sigma
        modulator; and mixed-signal, multi-chip circuit modules, TechnoConcepts has
        developed a technology which it has named True Software Radio ("TSR"). TSR
        replaces conventional analog circuitry with a combination of proprietary
        delta-sigma converters and software based digital signal processing, allowing
        wireless signals such as from cell phones, radios, or television broadcasts
        to
        be processed and translated at the point of origin. TSR enables a communications
        device to communicate with any other communications device even in the event
        that both are using different protocols, such as CDMA, TDMA or GSM. The Company
        was incorporated under the laws of the State of Nevada in May,
        2003.
 
 In
        April
        2005, Asante Acquisition Corp. (“Acquisition Corp.”) was formed in the State of
        California as a wholly owned subsidiary of the Company. Acquisition Corp.
        was
        formed primarily to acquire the assets of Asante Technology Corp. Acquisition
        Corp. maintains a 52-53 week fiscal year ending on the Saturday closest to
        September 30. In May 2005, Technoconcepts (Hong Kong) Ltd. (“Techno HK”) was
        formed in the Republic of China as a wholly owned subsidiary. Techno HK was
        formed primarily to establish a business presence in the Far East.
 
 Basis
        for Presentation- The
        consolidated financial statements include the accounts of the Company and
        it’s
        wholly- owned subsidiaries, Acquisition Corp. and Techno HK. All material
        intercompany transactions have been eliminated in consolidation.
 
 Pervasiveness
        of estimates - 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 and disclosure of
        contingent assets and liabilities at the date of the financial statements
        and
        the reported amounts of revenues and expenses during the reporting period.
        Actual results could differ from those estimates.
  Income
        taxes - Income
        taxes are provided for the tax effects of transactions reported in the financial
        statements and consist of taxes currently due plus deferred taxes related
        primarily to differences between the recorded book basis and tax basis of
        assets
        and liabilities for financial and income tax reporting. The deferred tax
        assets
        and liabilities represent the future tax return consequences of those
        differences, which will either be taxable or deductible when the assets and
        liabilities are recovered or settled. Deferred taxes are also recognized
        for
        operating losses that are available to offset future taxable income and tax
        credits that are available to offset future federal income taxes.
  F-6
 
 TechnoConcepts,
        Inc.
 And
        Subsidiaries
 Notes
        to
        Financial Statements
 September
        30, 2005
 
 NOTE
        1-
        Summary of Significant Accounting Policies (continued)
 
 Cash
        and Equivalents - The
        Company considers investments with an initial maturity of three months or
        less
        to be a cash equivalent.
  Fixed
        Assets- The
        value of fixed assets is at historical cost as required by generally accepted
        accounting principles. Depreciation is calculated on a straight-line over
        the
        expected useful life of the asset as follows:








Leasehold
                    improvements
                
                Remaining
                    lease term or useful lifeSoftware
                
                3
                    yearsEquipment
                
                
                5
                    to 7 yearsFurniture
                    and fixtures
                
                
                5
                    to 7 years
  Fixed
            assets at September 30, 2005 are comprised as follows:
  Furniture
                      and fixtures
                  
                  $
                  185,927Computer
                      and office equipment
                  
                  
                  2,410,535Computer
                      Software
                  
                  
                  64,427Leasehold
                      improvements
                  
                  
                  217,0172,877,906Accumulated
                      depreciation
                  
                  
                  2,494,381$
                  383,525
  Computer
              and office equipment under Capital Leases totaled $41,532.
 
 Inventory- Inventory is valued at the lower of cost (first-in first-out method)
              or market.
              Merchandise shipped from overseas is inventoried, and the corresponding
              liability recorded, upon the Company’s taking title to the
              inventory. **** Components
              of inventories at September 30, 2005 are as follows:
  Raw
                      materials
                  
                  $
                  91,122Finished
                      goods
                  
                  
                  943,2721,034,394Less:
                      reserve
                  
                  
                  (534,851
                  )$
                  499,543




Bad
      debts - The
      carrying amount of the Company’s trade accounts receivable approximates fair
      value due to the short-term nature of the asset. Although the Company’s
      outstanding accounts receivable are exposed to credit risk, the Company
      maintains valuation allowances for estimated losses resulting from the inability
      to collect outstanding amounts due from its customers. The valuation allowances
      include specific amounts for those accounts that are likely to be uncollectible,
      such as customer bankruptcies and disputed amounts, and general allowances
      for
      accounts that management currently believes to be collectible but later become
      uncollectible. Estimates are used to determine the valuation allowances and
      are
      generally based on historical collection experience, current economic trends,
      credit-worthiness of customers, and changes in customer payment
      terms.




F-7




TechnoConcepts,
      Inc.


And
      Subsidiaries


Notes
      to
      Financial Statements


September
      30, 2005





NOTE
      1-
      Summary of Significant Accounting Policies (continued)





Accounting
      for convertible debt securities - The
      Company has issued convertible debt securities with non-detachable conversion
      features. The Company has recorded the fair value of the beneficial conversion
      features and is amortizing them as interest expense over the term of the related
      debt.





Intellectual
      Property -
      Intellectual property consists of patents, copyrights and trademarks purchased
      from TechnoConcepts (CA). The Company anticipates that many, if not all of
      these
      intellectual property assets will be usable solely in development of the
      Company’s current products and based upon the current state of the Company’s
      technology, the Company estimates that the useful life of each these intangible
      assets will be five years. The Company has determined that these assets will
      not
      be placed in service until the related products are complete. Upon the products
      reaching salability, the Company will amortize these assets over a five-year
      period on a straight-line basis (approximately $1,600,000 per year). The Company
      anticipates these products will reach salability during the quarter ending
      March
      31, 2006.




Goodwill- In
      June
      2001, the Financial Accounting Standards Board issued Statements of Financial
      Accounting Standards No. 141, “Business Combinations”, and No. 142, “Goodwill
      and Other Intangible Assets”, effective for fiscal years beginning after
      December 15, 2001. Under the rules, the pooling of interests method of
      accounting for acquisitions is no longer allowed and goodwill and intangible
      assets deemed to have indefinite lives will no longer be amortized but will
      be
      subject to annual impairment tests in accordance with the
      Statements.





The
      Company applied the rules for goodwill and other intangible assets beginning
      in
      the first quarter of the fiscal year ending September 30, 2004. The Company
      performed the annual tests at September 30, 2005, and has determined there
      to be
      an impairment of the goodwill totaling $529,162. The net carrying value of
      goodwill at September 30, 2005 is $5,663,629.





Debt
      Issuance Costs - Debt
      issuance costs are the costs incurred relating to the convertible notes. The
      costs are amortized over the term of the related indebtedness.





Revenue
      recognition - Revenue
      from product sales to customers is recognized, including freight charges billed
      to customers, when a definite arrangement exists, the product has been shipped
      to the customer, acceptance terms, if any, have been fulfilled, no significant
      contractual obligations remain outstanding, the price is fixed or determinable,
      and collection is considered probable. Reserves are provided for estimated
      returns at the time the related revenue is recorded. Sales to distributors
      are
      generally subject to agreements allowing certain rights of return and price
      protection with respect to unsold merchandise held by the distributor. Reserves
      for distributor returns are established based on historical returns experience
      at the time the related revenue is recorded. Reserves for price protection
      are
      established based on actual price reduction programs. Additionally, the Company
      provides reserves for incentive rebates to distributors, warranty obligations
      and cooperative advertising at the time the related revenue is recorded.





F-8





TechnoConcepts,
      Inc.


And
      Subsidiaries


Notes
      to
      Financial Statements


September
      30, 2005





NOTE
      1-
      Summary of Significant Accounting Policies (continued)





Concentration
      of credit risk -
      Financial instruments that potentially subject the Company to concentrations
      of
      credit risk consist principally of cash equivalents and accounts receivable.
      Accounts receivable are typically unsecured and are derived from worldwide
      distributor and customer revenues. The Company performs ongoing credit
      evaluations of its customers and maintains reserves for potential credit losses;
      historically, such


losses
      have been within management's expectations. The
      Company maintains substantially all its cash balances in a limited number of
      financial institutions. The balances are insured by the Federal Deposit
      Insurance Corporation up to $100,000. At September 30, 2005, the Company had
      no
      balances in excess of insured limits; although, from time to time during the
      fiscal year balances have exceeded the insured limits.





Inventory
      - Inventory
      is stated at the lower of standard cost, which approximates actual cost (on
      a
      first-in, first-out basis), or market. Appropriate adjustments of the inventory
      values are provided for slow moving and discontinued products based upon future
      expected sales and committed inventory purchases.





Research
      and development costs -
      Research and development costs are expensed as incurred. Research and
      development of new software products and enhancements to existing software
      products are expensed as incurred until technological feasibility has been
      established. The Company believes its current process for developing software
      is
      essentially completed concurrently with the establishment of technological
      feasibility. Software costs incurred after the establishment of technological
      feasibility have not been material to date and therefore have been expensed.




Loss
      per share -
      Earnings (loss) per share for the year ended September 30, 2005 and the nine
      months ended September 30, 2004 was computed by dividing net income by the
      weighted average number of common and common equivalent shares outstanding
      and
      also was adjusted for the assumed conversion of shares issuable upon the
      exercise of options and warrants in accordance with SFAS No. 128, “Earnings Per
      Share”. The Company had a net loss for the year ended September 30, 2005 and the
      nine months ended September 30, 2004 and, accordingly, potential dilutive common
      shares are excluded from this computation for such year as the effect would
      be
      anti-dilutive. The total potential dilutive common shares excluded from this
      computation totaled 4,045,620 and 1,572,320 in the fiscal years ended September
      30, 2005, and the nine months ended September 30, 2004, respectively. The
      reconciliation between basic and diluted average shares outstanding is as
      follows:





Year
                Ended September 30,
            
            January
                1, 2004
              To
              September
                30,2005
            
            2004Basic
                weighted average shares outstanding
            
            
            26,378,677
            
            
            19,424,421Dilutive
                effect of stock options
            
            
            --
            
            
            --Dilutive
                effect of warrants
            
            
            --
            
            
            --Diluted
                weighted average shares outstanding
            
            
            26,378,677
            
            
            19,424,421





F-9





TechnoConcepts,
      Inc.


And
      Subsidiaries


Notes
      to
      Financial Statements


September
      30, 2005








NOTE
      1-
      Summary of Significant Accounting Policies (continued)





Stock
      Based Compensation -  In
      October 1995, the Financial Accounting Standards Board (“FASB”) issued Statement
      of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based
      Compensation”. The Company currently accounts for its stock-based compensation
      plans using the accounting prescribed by Accounting Principles Board Opinion
      No.
      25, “Accounting for Stock Issued to Employees”. As the Company is not required
      to adopt the fair value based recognition provisions prescribed under SFAS
      No.
      123, as amended, it has elected only to comply with the disclosure requirements
      set forth in the statement which includes disclosing pro forma net income (loss)
      and earnings (loss) per share as if the fair value based method of accounting
      had been applied.





The
      fair
      value of each option grant was estimated on the date of the grant using the
      Black-Scholes option-pricing model with the following weighted average
      assumptions for the fiscal year ended September 30, 2005 and 2004: expected
      volatility of 92% and 70%; risk free interest rate of 5.75% and between 3.36%
      and 3.69%; and expected lives of 5 years.




The
      effects of applying SFAS No. 123, as amended, in the above pro forma disclosures
      are not indicative of future amounts as they do not include the effects of
      awards granted prior to Fiscal 1996. Additionally, future amounts are likely
      to
      be affected by the number of grants awarded since additional awards are
      generally expected to be made at varying amounts.





Stock
      Based Compensation- The
      pro
      forma net loss and loss per share consists of the following:





Year
                ended
              September
                30,
            
            Nine
                monthsendedSeptember 30,2005
            
            2004Net
                loss available to common shareholder as reported
            
            $
            (11,358,510
            )
            $
            (1,132,974
            )Effect
                of stock options, net of tax
            
            
            (699,390
            )
            
            (99,606
            )Proforma
                net loss available to common shareholder
            
            $
            (12,057,900
            )
            $
            (1,232,580
            )Proforma
                diluted loss per share available to common shareholder
            
            $
            (0.46
            )
            $
            (0.06
            )





F-10





TechnoConcepts,
      Inc.


And
      Subsidiaries


Notes
      to
      Financial Statements


September
      30, 2005





NOTE
      2
      PREFERRED STOCK





Series
      A Preferred Stock





The
      Company has designated 16,000 shares of the preferred stock as “Series A
      Preferred Stock”. The shares of Series A Preferred Stock are divided into Series
      A1 and Series A2. Shares of Series A Preferred Stock have no par value per
      share
      and rank senior to common stock and shares of Series B Preferred
      Stock.





** Shares
      of
      Series A1 Preferred Stock do not bear dividends. Shares of Series A2 Preferred
      Stock bear dividends, payable quarterly at the rate of five per cent per annum
      or $50.00 per share. Such dividends are payable in cash or common stock, as
      the
      Board of Directors shall determine.





Each
      share of Series A Preferred Stock is convertible, at the option of the holder
      thereof, at any time after January 31, 2006, into a number of shares of Common
      Stock determined by dividing the aggregate par value of the shares to be
      converted by the Conversion Price, which shall be an amount equal to the lesser
      of (i) 100% of the average of the closing bid prices for our common stock
      occurring during the five trading days immediately prior to the date of
      conversion, and (ii) $.50 per conversion share. The number of shares of our
      common stock to be issued upon conversion is subject to anti-dilution protection
      in the event of certain dilutive issuances by the Company. Notwithstanding
      the
      foregoing, shares of Series A1 Preferred Stock can only be converted upon the
      satisfaction of a number of conditions precedent, including that we have gross
      revenues in any fiscal year of at least $75,000,000 as disclosed in a periodic
      filing with the Securities and Exchange Commission pursuant to the Securities
      Exchange Act of 1934. The shares of Series A Preferred Stock are also subject
      to
      mandatory conversion upon the occurrence of certain events.




** In
      the
      event of any liquidation, dissolution or winding up of the Company, either
      voluntary or involuntary, the holders of the Series A Preferred Stock shall
      be
      entitled to receive, prior and in preference to any distribution of any of
      the
      assets of the Company to the holders of common stock and Series B Preferred
      Stock by reason of their ownership thereof, an amount per share equal to the
      sum
      of $1,000 for each outstanding share of Series A Preferred Stock plus accrued
      and unpaid dividends (as adjusted for stock dividends, stock distributions,
      splits, combinations or recapitalizations).





** The
      holders of the Series A Preferred Stock have the right to vote on an
      as-converted basis with the common stock on all matters submitted to a vote
      of
      stockholders.





** The
      shares of Series A Preferred Stock are redeemable, at the option of the holders,
      for the greater of (x) 125% of the par value of such shares, plus all accrued
      and unpaid dividends and (y) an amount determined by dividing (A) the sum of
      the
      par value of such shares, plus all accrued and unpaid dividends by (B) the
      conversion price in effect on the date upon which a mandatory redemption is
      triggered and multiplying the resulting amount by the average closing bid price
      for shares of our common stock for the five trading days immediately preceding
      the mandatory redemption date, if we (i) fail to issue shares of common stock
      to
      a holder upon conversion of any preferred shares, and such failure continues
      for
      ten (10) business days; (ii) breach, in a material respect, any material term
      or
      condition of our Restated Certificate of Incorporation or any other agreement,
      document, certificate or other instrument delivered in connection with the
      transactions contemplated thereby and such breach continues for a period of
      five
      (5) business days after written notice




F-11




TechnoConcepts,
      Inc.


And
      Subsidiaries


Notes
      to
      Financial Statements


September
      30, 2005





Note
      2-
      Preferred Stock (continued)





Series
      A Preferred Stock (continued)





thereof
      to us; or (iii) any material representation or warranty made by us in any
      agreement, document, certificate or other instrument delivered to the holder
      of
      Series A Preferred Stock prior to the date of issuance is inaccurate or
      misleading in any material respect as of the date such representation or
      warranty was made due to voluntary action undertaken by us or a failure by
      us to
      take action.





Series
      B Preferred Stock





The
      Company has designated 800 shares of the preferred stock as "Series B
      Preferred Stock". Shares of Series B Preferred Stock have no par value and
      rank
      senior to all series of preferred stock and common stock.





Shares
      of
      Series B Preferred Stock will bear dividends, payable quarterly at the rate
      of
      ten per cent per annum or $250.00 per Preferred Share. Such dividends shall
      be
      payable in cash or common stock, as the Board of Directors shall determine.
      At
      September 30, 2005, $100,000 has been accrued for dividends which have not
      been
      declared and paid.





Each
      share of Series B Preferred Stock is convertible, at the option of the holder
      thereof, at any time into 1,000 shares of Common Stock, subject to certain
      anti-dilution adjustments. The shares of Series B Preferred Stock are
      automatically converted into shares of common stock on the third anniversary
      of
      the issuance date unless the shares of the Company’s common stock are not quoted
      on the Nasdaq National or Small Cap markets.




In
      the
      event of any liquidation, dissolution or winding up of the Company, either
      voluntary or involuntary, the holders of the Series B Preferred Stock shall
      be
      entitled to receive, prior and in preference to any distribution of any of
      the
      assets of the Company to the holders of Common Stock by reason of their
      ownership thereof, an amount per share equal to the sum of $2,500 for each
      outstanding share of Series B Preferred Stock plus accrued and unpaid dividends
      (as adjusted for stock dividends, stock distributions, splits, combinations
      or
      recapitalizations).





The
      holders of the Series B Preferred Stock shall have the right to vote on an
      as-converted basis, with the Common Stock on all matters submitted to a vote
      of
      stockholders.





The
      shares of Series B Preferred Stock are redeemable, at the option of the holders,
      for 125% of the par value, plus all accrued and unpaid dividends, if the Company
      (i) fails
      to
      issue shares of Common Stock to a holder upon conversion of any Preferred
      Shares, and such failure continues for ten (10) Business Days;  (ii)
      breaches, in  a material respect, any material term or condition of the
      Company’s Certificate of Incorporation or any other agreement, document,
      certificate or other  instrument delivered in connection with the
      transactions contemplated by the Preferred Stock Securities Purchase Agreement
      and such breach continues for a period of five (5) Business Days after written




F-12




TechnoConcepts,
      Inc.


And
      Subsidiaries


Notes
      to
      Financial Statements


September
      30, 2005





Note
      2-
      Preferred Stock (continued)





Series
      B Preferred Stock (continued)





notice
      thereof to the Company; or (iii) any material representation or warranty made
      by
      the Company in any agreement, document, certificate or other instrument
      delivered to the Preferred Stock Buyer


prior
      to
      the date of issuance is inaccurate or misleading in any material respect as
      of the date such representation or warranty was made due to voluntary action
      undertaken by the Company  or a failure by the Company to take
      action.





NOTE
      3
      RELATED PARTY TRANSACTIONS





Two
      founders of the Company have performed consulting services for which the Company
      has paid consulting fees. For the period ended December 31, 2003, consulting
      services of $500,000 were provided by these founders. In addition these founders
      received 1,109,184 shares in the original capitalization of the Company. At
      September 30, 2004, the balance due these officers was $160,000, which was
      repaid during the current fiscal year.





NOTE
      4
      GOING CONCERN




The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. The Company has a loss from operations of
      $13,599,441 and a  negative cash flow from operations of $5 ,785,144, which
      raises doubt about its ability to continue as a going concern. These financial
      statements do not include any adjustment that might result from the outcome
      of
      this uncertainty. We expect our cash requirements will increase significantly
      throughout our current fiscal year, as we continue our research and development
      efforts, hire and expand our staff and attempt to execute on our business
      strategy through working capital growth and capital expenditures. The amount
      and
      timing of cash requirements will depend on market acceptance of our products
      and
      the resources we devote to researching and developing, marking, selling and
      supporting our products. We believe that our current cash and cash equivalents
      on hand, should be sufficient to fund our operations for at least the next
      5
      months. Thereafter, if current sources are not sufficient to meet our needs,
      we
      may seek additional equity or debt financing. In addition, any material
      acquisition of complementary businesses, products or technologies or material
      joint venture could require us to obtain additional equity or debt financing.
      There can be no assurance that such additional financing would be available
      on
      acceptable terms, if at all. If we raise additional funds through the issuance
      of equity securities the percentage ownership of our stockholders would be
      reduced. If we are unable to raise sufficient funds on acceptable terms we
      may
      not succeed in executing our strategy and achieving our business objective.
      In
      particular, we could be forced to limit our product development and marketing
      activities, forego attractive business opportunities and we may lose the ability
      to respond to competitive pressures.





F-13





TechnoConcepts,
      Inc.


And
      Subsidiaries


Notes
      to
      Financial Statements


September
      30, 2005





NOTE
      5
      CONVERTIBLE DEBENTURES





In
      January and February 2004, the Company issued convertible notes in the aggregate
      principal amount of  $1,150,000. The notes incurred interest at the rate of
      10% per annum and were due on January 31, 2005. Interest is payable quarterly,
      in cash or stock The notes were convertible into shares of the Company’s Common
      Stock at the option of the holder thereof or at the option of the Company,
      at
      any time after June 30, 2004 at a conversion price of $1.75 per share. In the
      first quarter of 2005, all of these notes and unpaid accrued interest have
      been
      converted into an aggregate of 694,571 shares of the Company’s Common
      Stock.





On
      November 17, 2004 the Company entered into a securities purchase agreement
      (the
      "Purchase Agreement"), a registration rights agreement, and a security agreement
      with certain institutional investors (the "Buyers"). Pursuant to the Purchase
      Agreement, the Company agreed to sell, and the Buyers agreed to purchase, 7%
      Secured Convertible Debentures (the “Debentures”) in the aggregate principal
      amount of $3,775,000 and warrants (“Warrants”) exercisable for a total of
      608,000 shares of the Company’s common stock, par value $.001 per share ("Common
      Stock"), one half of which are exercisable at $3.50 per share and one half
      of
      which are exercisable at $4.00 per share. Net proceeds to the Company from
      this
      transaction were approximately $3,442,000, after the payment of commissions
      and
      expenses.





The
      Debentures are due and payable on November 17, 2006 and are convertible into
      shares of Common Stock at $2.50 per share, subject to certain customary
      anti-dilution adjustments. Interest on the Debentures is due quarterly on the
      last day of each calendar quarter and may, at the Company’s discretion, be paid
      in cash or shares of Common Stock assuming certain conditions are satisfied
      (including, that the shares of Common Stock issuable upon conversion of the
      Debentures have been registered for resale to the public with the Securities
      and
      Exchange Commission). In addition, the Company may require the conversion of
      the
      Debentures into shares of Common Stock if certain conditions are satisfied,
      including without limitation, that the average trading price of the Common
      Stock
      exceeds $7.00 per share for not less than 22 consecutive trading days. On the
      first day of each month commencing on December 1, 2005, the Company is required
      to redeem one-twelfth of the original principal amount of the
      Debentures.





On
      July
      15, 2005, the Company entered into an amendment (the “Amendment”) of certain of
      the Debentures issued pursuant to the Purchase Agreement in order to amend
      the
      default provisions thereof. The Amendment extended the period of time within
      which the Company’s Resale Registration Statement may be declared effective by
      the Securities and Exchange Commission without triggering an “Event of Default”
from 240 days from the Closing Date to 300 days from the Closing Date and also
      eliminated the cross default provisions of the Debenture relating to the
      Company’s covenant to timely file the Resale Registration Statement as set forth
      in the Registration Rights Agreement.





F-14





TechnoConcepts,
      Inc.


And
      Subsidiaries


Notes
      to
      Financial Statements


September
      30, 2005








Note
      5-
      Convertible Debentures (continued)





During
      November, 2005, certain debenture holders notified the Company that they were
      exercising their right to conversion and as a result, $975,000 of the $3,775,000
      outstanding 7% Secured Convertible Debentures have been converted into 390,000
      shares.





As
      of
      September 30, 2005 the convertible debentures consisted of the
      following:




Convertible
                  debentures
              
              $
              3,775,000Less:
                  unamortized conversion costs
              
              
              (1,872,673
              )$
              1,902,327





The
      Company reflected the amortization of the discounts on these debentures as
      interest expense totaling $1,651,562 and $201,268 for the fiscal years ended
      September 30, 2005 and 2004 respectively.





NOTE
      6
      INCOME TAXES





At
      September 30, 2005, the Company has a net loss carry forward totaling
      $10,001,954 that may be offset against future taxable income through 2024.
      No
      tax benefit has been reported in the financial statements, however, because
      the
      Company believes there is a chance that the carry forward will expire unused.
      Accordingly, the tax benefit of the loss carry forward has been offset by a
      valuation allowance of the same amount.




Deferred
      income taxes are comprised of the following:




September
                  30,
              
              September
                  30,2005
              
              2004Deferred
                  tax assetsNet
                  operating loss
              
              $
              4,000,782
              
              $
              645,996Inventory
                  reserve
              
              
              213,940
              
              
              --Interest
                  payable
              
              
              53,838
              
              
              103,098Bad
                  debt allowance
              
              
              76,016
              
              
              --Deferred
                  rent
              
              
              1,212
              
              
              --Goodwill
              
              
              153,715
              
              
              --Related
                  party consulting fees
              
              
              --
              
              
              63,693Total
                  deferred tax assets
              
              
              4,499,503
              
              
              812,787Less:
                  valuation allowance
              
              
              4,499,503
              
              
              812,787$
              --
              
              $
              --




F-15





TechnoConcepts,
      Inc.


And
      Subsidiaries


Notes
      to
      Financial Statements


September
      30, 2005





Note
      6-
      Income Taxes (continued)





The
      valuation allowance will be evaluated at the end of each year, considering
      positive and negative evidence about whether the asset will be realized. At
      the
      time the allowance will either be increased or reduced; Reduction could result
      in the partial or complete elimination of the allowance if positive evidence
      indicates that the value of the deferred tax asset is no longer required. It
      is
      management’s position that the deferred tax asset be recorded when there is
      positive evidence it will be realized.





September
                  30,
              
              September
                  30,2005
              
              2004Current:Federal
              
              $
              --
              
              $
              --State
              
              
              1,600
              
              
              --1,600
              
              
              --Deferred:Federal
              
              
              --
              
              
              --State
              
              
              --
              
              
              --Total
                  income tax expense
              
              $
              1,600
              
              $
              --




A
      reconciliation of the difference between the expected income tax rate using
      the
      statutory federal tax rate and the Company’s effective rate is as
      follows:




Year
                ended
              September
                30,
              2005
            
            Nine
                months ended
              September
                30,
              2005U.S.
                Federal income tax statutory rate
            
            
            (34
            )%
            
            (34
            )%State
                income tax, net of federal income tax benefit
            
            
            (6
            )%
            
            (6
            )%Other-
                primarily net operating losses
            
            
            40
            
            
            40--
            %
            
            --
            %




NOTE
      7
      PAYMENT OF STOCK SUBSCRIPTION




In
      December 2004, the stock subscriptions receivable totaling $4,008 were
      paid.





F-16





TechnoConcepts,
      Inc.


And
      Subsidiaries


Notes
      to
      Financial Statements


September
      30, 2005








NOTE
      8
      LEASE





The
      Company leases its office facilities under operating leases that expire through
      2008. Future minimum rentals on the leases are as follows:





Year
                ended September 30,2006
            
            $
            251,4672007
            
            
            192,3832008
            
            
            87,330$
            531,180





NOTE
      9
      LINE OF CREDIT





The
      Company has a revolving line of credit for its wholly owned subsidiary for
      an
      amount up to the lesser of (a) $750,000 or (b) up to 90% of eligible accounts
      receivable. Interest is charged at 10% per annum, based on a 360-day year.
      The
      maturity date will be 1 year from the date of documentation or the closing
      date
      of TechnoConcept’s next financing or series of financings which in the aggregate
      total no less than $4,000,000. As of September 30, 2005, borrowings on the
      line
      amounted to $331,639.







NOTE
      10
      ACQUISITION





On
      June
      2, 2005, TechnoConcepts, Inc. (the "Company"), through its wholly-owned
      subsidiary, Asante Acquisition Corp. (“Acquisition Corp.”) acquired
      substantially all of the assets (collectively, the “Asante Assets”) of Asante
      Technologies, Inc. (“Asante”). The acquisition of the Asante Assets was
      consummated pursuant to an Agreement and Plan of Acquisition among Asante,
      the
      Company, and Acquisition Corp. dated as of February 25, 2005. In connection
      with
      the acquisition, Acquisition Corp. purchased the Asante Assets, which included
      certain patents, trademarks and other intellectual property rights along with
      cash and cash equivalents, accounts receivable, inventory, property, plant,
      equipment and other capital assets, in exchange for 1,161,170 restricted shares
      of the Company’s common stock. The consideration paid by Acquisition Corp. to
      acquire the Asante Assets will increase in the event that Acquisition Corp.
      achieves certain net sales targets. If Acquisition Corp. achieves net sales
      of
      at least $20,000,000 during the period between July 1, 2005 and June 30, 2006,
      the Company will issue additional restricted shares of its common stock with
      a
      market value equal to $1,500,000 (as determined by reference to the average
      of
      the closing bid prices for shares of the Company’s common stock during the last
      ten trading days prior to June 30, 2006). If Acquisition Corp. achieves net
      sales of at least $30,000,000 during the period between July 1, 2006 and June
      30, 2007, the Company will issue additional restricted shares of its common
      stock with a market value equal to $1,500,000 (as determined by reference to
      the
      average of the closing bid prices for shares of the Company’s common stock
      during the last ten trading days prior to June 30, 2007.





F-17





TechnoConcepts,
      Inc.


And
      Subsidiaries


Notes
      to
      Financial Statements


September
      30, 2005





Note
      10-
      Acquisition (continued)





An
      allocation of the purchase price at the date of acquisition is as
      follows:


Accounts
                  receivable
              
              $
              737,975Inventory
              
              
              902,552Other
                  current assets
              
              
              8,502Fixed
                  assets
              
              
              56,216Other
                  assets
              
              
              21,020Goodwill
              
              
              6,192,791Total
                  assets acquired
              
              
              7,919,052Cash
                  overdraft
              
              
              155,428Accounts
                  payable
              
              
              2,180,760Accrued
                  expenses
              
              
              273,297Note
                  payable
              
              
              256,149Other
                  liabilities
              
              
              21,250Capital
                  leases payable
              
              
              32,168Total
                  liabilities assumed
              
              
              2,919,052Value
                  of stock issued
              
              $
              5,000,000





The
      following unaudited income statement data presents the consolidated results
      operation of the Company had the acquisition of Asante occurred as of the
      beginning of the earliest period presented:





Year
                Ended
              September
                30, 2005
            
            Nine
                months ended
              September
                30, 2004Net
                Revenues
            
            $
            5,210,354
            
            $
            6,559,000Net
                Loss
            
            
            (12,928,887
            )
            
            (3,381,974
            )Basic
                and diluted loss per share
            
            
            (0.49
            )
            
            (0.17
            )





F-18





TechnoConcepts,
      Inc.


And
      Subsidiaries


Notes
      to
      Financial Statements


September
      30, 2005








NOTE
      11
      COMMON STOCK ISSUED FOR CONSULTING SERVICES




During
      the year ended September 30, 2005, the Company issued 229,713 shares of common
      stock for consulting fees provided by third parties. The value of each share
      issuance was determined using the closing price of the common stock of the
      Company on the date of issuance.





NOTE
      12
      WARRANTS





On
      November 17, 2004 the Company entered into a securities purchase agreement,
      a
      registration rights agreement, and a security agreement with certain
      institutional investors. Pursuant to the Purchase Agreement, the Company agreed
      to sell, and the Buyers agreed to purchase, 7% Secured Convertible Debentures
      in
      the aggregate principal amount of $3,775,000 and warrants exercisable for a
      total of 608,000 shares of the Company’s common stock, one half of which are
      exercisable at $3.50 per share and one half of which are exercisable at $4.00
      per share. The warrants are exercisable at any time until November 17, 2009.
      In
      connection with this transaction ,
      the
      Company issued to a financial advisor warrants
      exercisable for a total of 169,120 shares of the Company’s common stock, 120,800
      are exercisable at $2.50, 24,160 are exercisable at $3.50 per share and 24,160
      are exercisable at $4.00 per share. The warrants are exercisable at any time
      until November 17, 2009.





During
      March 2005, the Company completed a private placement of 800 shares of preferred
      stock at a price of $2,500 per share for $2 million. The Company also issued
      to
      the investors warrants to purchase an aggregate of 320,000 shares of common
      stock, one half of which are exercisable at $3.50 per share and one half of
      which are exercisable at $4.00 per share. The warrants are exercisable at any
      time until March 31, 2010.





In
      June
      2005, the Company issued to a financial advisor 100,000 warrants, exercisable
      for three years, to purchase shares of the Company's common stock at $3.75
      per
      share.





At
      September 30, 2005, a total of 1,193,120 warrants were outstanding. Of this
      amount 220,800 warrants have an exercise price of $2.50. 486,160 have an
      exercise price of $3.50 and 486,160 have an exercise price of
      $4.00.




The
      fair
      value weighted average of the exercise price at date of grant is $3.52. The
      weighted average exercise price for all outstanding warrants as of September
      30,
      2005 is $3.52 and the weighted average remaining contractual life of warrants
      outstanding is 4.8 years. The table below summarizes warrants outstanding as
      of
      September 30, 2005:




F-19




TechnoConcepts,
      Inc.


And
      Subsidiaries


Notes
      to
      Financial Statements


September
      30, 2005




Note
      12
      Warrants (continued)


WEIGHTED
                    AVERAGEEXERCISE
                  PRICEGranted
              
              1,193,120
              
              $3.52Exercised
              
              --
              
              --Cancelled
              
              --
              
              --Warrants
                  outstanding and exercisable at September 30, 2005
              
              1,193,120
              
              $3.52






NOTE
      13
      OPTIONS





In
      September 2005, the Company’s Board of Directors adopted the 2005 Equity
      Incentive Plan (the “2005 Plan”), pursuant to which up to 12,000,000 shares of
      common stock may be issued to officers, employees, non-employee directors,
      and
      consultants either through the award of restricted stock or through the exercise
      of incentive stock options or nonqualified stock options. The exercise price
      of
      an option granted under the 2005 Plan generally may not be less than the fair
      market value of the Company’s common stock on the date of grant. Subject to the
      terms of the 2005 Plan, the Board of Directors is authorized to select optionees
      and to determine the number of shares covered by each option, its exercise
      price, a vesting schedule, and certain other terms.




The
      fair
      value weighted average of the exercise price at date of grant is $2.91. The
      weighted average exercise price for all outstanding options as of September
      30,
      2005 is $2.91 and the weighted average remaining contractual life of warrants
      outstanding is 3.0 years. The table below summarizes options outstanding as
      of
      September 30, 2005:







Shares
            
            Option
                Price Per ShareOptions
                outstanding - September 30, 2004
            
            
            600,000
            
            
            $2.91Granted
            
            
            2,252,500
            
            
            $2.91-$3.50Canceled
            
            
            --
            
            
            --Exercised
            
            
            --
            
            
            --Options
                outstanding - September 30, 2005
            
            
            2,852,500
            
            
            $2.91-3.50





F-20





TechnoConcepts,
      Inc.


And
      Subsidiaries


Notes
      to
      Financial Statements


September
      30, 2005





NOTE
      14
      FOREIGN SALES





During
      the year ended September 30, 2005, sales by region were broken down as
      follows:





US
            89%


Europe
            6%


Others
            5%







NOTE
      15
      EMPLOYMENT AGREEMENTS





The
      Company has employment agreements with several of its key employees. The
      agreements are for terms of three years and are automatically extended unless
      the Company notifies the employee, in writing 30 days prior to the anniversary
      date that the agreement will not be extended.





Each
      agreement calls for a base salary, which may be adjusted annually at the
      discretion of the Company's Compensation Committee, and also provides for
      eligibility in the Company’s benefit plans and incentive bonuses which are
      payable based upon the attainment of certain profitability goals. Among other
      provisions, the agreements include a non-compete clause for varying periods
      not
      exceeding three years following termination of employment.





The
      aggregate commitment for future salaries as of September 30, 2005 excluding
      bonuses and benefits is as follows:





Fiscal
      year ending September 30,




2006  $926,000


2007  835,667


2008  93,500




F-21





TechnoConcepts,
      Inc.


And
      Subsidiaries


Notes
      to
      Financial Statements


September
      30, 2005





NOTE
      16
      CAPITAL LEASE OBLIGATIONS





The
      Company leases a phone system under a capital lease. The lease calls for monthly
      payments of $1,463, has a length of 3 years with an interest rate of
      10.58%





Future
      minimum lease payments are as follows:




Year
                  Ended September 31,2006
              
              $
              17,5542007
              
              
              16,09133,645less
                  interest portion
              
              
              5,955Present
                  value of net minimum lease payments
              
              
              27,690Less
                  current portion
              
              
              10,567$
              17,123





NOTE
      17
      SUBSEQUENT EVENTS





Reorganization
      of Asante with Regaltech, Inc.





On
      October 17, 2005, TechnoConcepts, Inc., through its wholly-owned subsidiary,
      Asante Acquisition Corp. completed a Reorganization with RegalTech Inc.(
“RegalTech”), a publicly traded Delaware corporation. The Reorganization
      provided for the merger of Acquisition Corp. and RegalTech, pursuant to the
      companies’ Agreement and Plan of Reorganization dated August 31, 2005.
      RegalTech’s name was changed to Asante Networks, Inc. (“Asante Networks”) and is
      trading on the pink sheets under the ticker symbol “ASTN”.




In
      connection with the merger, the Company received 15,000 shares of Series A
      Nondilutable Convertible Preferred Stock (the “Preferred Stock”) of Asante
      Networks, which when converted will represent approximately eight-five percent
      (85%) of the outstanding shares of Asante Networks. Each share of Preferred
      Stock may be converted at any time after October 1, 2006 for 10,000 shares
      of
      Common Stock. The Company, as the holder of the Preferred Stock shall have
      the
      same voting rights with respect to the business, management and affairs of
      Asante Networks as if the Preferred Stock were converted to shares of Common
      Stock on the record date. The Preferred Stock bears dividends at an annual
      rate
      of $10.00 per share. In addition, Asante Networks has effected a 10 for 1
      forward split of its common shares.





F-22





TechnoConcepts,
      Inc.


And
      Subsidiaries


Notes
      to
      Financial Statements


September
      30, 2005





Note
      17
      Subsequent Events (continued)





During
      October, 2005 the Company issued promissory notes of $665,000 that mature two
      months after date of issue. **** These
      promissory notes bear interest at a rate of 8% per annum. There shall be no
      penalty for prepayment. There is a finders fee of 10% of proceeds, payable
      upon
      maturity. At the option of each Note holder, the outstanding principal balance
      and all accrued interest thereon, shall be converted into the same stock class,
      share price and terms as the next round of equity investment in the Company
      of a
      minimum of $5 million (including conversion of the amounts described herein)
      (the “Next Financing”); provided, however, that such conversion shall only occur
      if the Next Financing occurs on or before the Maturity Date. Conversion stock
      into which the Company's indebtedness is convertible shall be granted the same
      registration rights as the stock issued in the Next Financing round. The Company shall
      issue 5-year warrants to purchase shares of its common stock at an exercise
      price of $3.00, with each Note purchaser to receive a pro rata share of the
      warrant pool of 200,000 warrants.





Preferred
      Stock Offering


In
      November 2005, the Company negotiated a private placement of convertible
      preferred stock. Under the negotiated terms, the company has offered up to
      2,300
      shares of Series B-1 Preferred Stock ("Series B-1 Preferred"), convertible
      into
      2,300,000 shares of our Common Stock (“Common”), at a purchase price of $2,500
      per share for a total of $5,750,000.  The Series B-1 Preferred has a
      dividend rate of 5% per annum, payable quarterly, either by cash or through
      the
      issuance of common stock at the Company's option . As
      part
      of this transaction, the Company will also issue five-year warrants to purchase
      up to 920,000 shares of the Company's common stock, one-half of the warrants
      at
      an exercise price of $3.00 per share and the remaining half at an exercise
      price
      of $4.00 per share. As of December 15, 2005, the Company sold 995 shares of
      Series B-1 Preferred (convertible to 995,000 shares of Common) at an aggregate
      purchase price of $2,486,198 million.





F-23