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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 FORM 10-KSB/A  (Mark One)þ
    
    ANNUAL REPORT UNDER SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended September 30, 2004o
    
    TRANSITION REPORT UNDER SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 Commission File No. 333-90682 TECHNOCONCEPTS, INC.   Colorado
    
    84-1605055(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 6060 Sepulveda Blvd., Suite 202
Van Nuys, Ca. 91411
(Address of principal executive offices)(Zip code)
Issuers telephone number, including area code: (818) 988-3364
Securities registered pursuant to Section 12(b) of the Act: Title of each class
    
    Name of each exchange on which
each is registeredNone
    
    None
 Securities registered pursuant to Section 12(g) of the Act: Title of each class
    
    Name of each exchange on which
each is registeredCommon Stock, no par value
    
    OTC, Bulletin Board
 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 o No þ 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. þ The Issuers revenues for the fiscal year ended September 30, 2004 were $0. The number of shares of the registrants common stock, no par value per share, outstanding as
of April 1, 2005 was 25,561,150. The aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrant on January 12, 2005, based on the last sales price
on the OTC Bulletin Board as of such date, was approximately $53,368,766. DOCUMENTS INCORPORATED BY REFERENCE
None Transition
Small Business Disclosure Format: Yes o No þ




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TABLE OF CONTENTS PagePART IITEM 1.
    
    DESCRIPTION OF BUSINESS
    
    
    3ITEM 2.
    
    DESCRIPTION OF PROPERTY
    
    
    13ITEM 3.
    
    LEGAL PROCEEDINGS
    
    
    13ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    13PART IIITEM 5.
    
    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
    
    
    14ITEM 6.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
    
    
    18ITEM 7.
    
    FINANCIAL STATEMENTS
    
    
    32ITEM 8.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    32ITEM 8A.
    
    CONTROLS AND PROCEDURES
    
    
    33ITEM 8B.
    
    OTHER INFORMATION
    
    
    33PART IIIITEM 9.
    
    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
    
    
    34ITEM 10.
    
    EXECUTIVE COMPENSATION
    
    
    40ITEM 11.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
    
    
    41ITEM 12.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
    
    
    43ITEM 13.
    
    EXHIBITS
    
    
    44ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    45SIGNATURES
    
    
    
    
    46Ex-3.1 Restated Articles of Incorporation of the CompanyEx-3.2 By-Laws of the CompanyEx-10.5 Standard Multi-Tenant Office LeaseEx-10.6 Consulting Agreement with Richard T. HinesEx-21 SubsidiariesEx-31.1 Section 302 Certification of the C.E.O.Ex-31.2 Section 302 Certification of the C.F.O.Ex-32 Section 906 Certification of the C.E.O. and C.F.O.
 2




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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 solutions. 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 received and processed. This technology, which
the Company calls True Software Radio, enables direct device-to-device communication, even among
otherwise incompatible wireless standards and formats (CDMA, TDMA, GSM), by incorporating a
cost-effective transmitter/receiver/processor system on a computer chipset. True Software Radio
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 televisions 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. The Company believes
that its True Software Radio technology will help enable:  
    Cell phone users to enjoy seamless roaming anywhere in the world, with over-the-air
software upgrades, service enhancements and multiple service provider connectivity;
    Base station operators to increase frequency spectrum utilization and to upgrade
cost-effectively with only software revisions;
    Police, fire and other emergency agencies to communicate directly with each other
regardless of their disparate 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, 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. 3




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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, the Company purchased the intellectual property assets
comprising the True Software Radio 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. 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. Under this agreement, the parties will collaborate in developing commercial product
applications for the Companys True Software Radio technology in mobile consumer products. Wistron
NeWeb, an Acer company, delivers wireless communication systems to many of the worlds recognized
leaders in wireless technology. The agreement provides for TechnoConcepts True Software Radio
technology to be incorporated into Wistron NeWebs next generation wireless products to deliver
advanced capabilities for commercial applications for the PCS/GPRS mobile handset marketplace. 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 Radio technology into Zinwells next generation wireless products, to
deliver advanced capabilities for commercial applications for the CATV/MATV and Wireless Gateway
applications. 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 (R/D) streams, 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 Radio
technology. On November 4, 2004, the Company filed a continuation application with new claims to
Patent No. 4




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6,748,025. This continuation, if approved, will broaden the scope of TechnoConcepts current
patent protection. 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 Radio technology. 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. Recent Events In February 2005, the Company entered into its first commercial license agreement for its True
Software Radio 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.
Under the terms of the license agreement, if CEC incorporates the TSR technology in its next
generation products, TechnoConcepts will receive a technology access fee as well as a future
royalty stream based on the sale of such products. If the required governmental approvals are
obtained, TechnoConcepts expects to realize revenue from the license agreement in 2005, with more
significant revenue anticipated beginning in 2006. On February 25, 2005, the Company entered into an Agreement and Plan of Acquisition with
Asanté Technologies, Inc. Pursuant to the Agreement and Plan of Acquisition, the Company will
acquire all of the assets and business of Asanté and substantially all of its liabilities in
exchange for 1,111,111 shares of the Companys Common Stock, valued, for purposes of this
transaction, at $4.50 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. The Board of Directors of both companies has approved the transaction. The acquisition,
which is subject to completion of customary consents, customary closing terms and conditions as
well as shareholder and lien holder approval, is expected to close by the end of April 2005.
Asanté, based in San Jose, CA, is a leading provider of networking solutions for the small-medium
business market. 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.
According to EMC World Cellular analysts September 2004 forecasts, there will be an estimated 2.45
billion mobile telecommunications subscribers worldwide by 2009. 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 China and the US, where the Company has been establishing many
strategic relationships. In its annual industry report, released in December 2004, the UNs International
Telecommunications Union (ITU) stated that mobile phones would generate more money than traditional
fixed-line services for the first time (in 2004), because of growing demand in developing countries
such as China, India and Russia. The report noted that by the middle of 2004 there were already 1.5
billion mobile phone subscribers compared with 1.2 billion fixed-line customers around the world. 5




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Growth in the market for wireless communications services has traditionally been fueled by
demand for voice communications, but demand for access to the Internet has caused wireless service
providers to increase focus on providing wireless data services through mobile phones and other
wireless devices. In addition to wireless access to the Internet, such services include multimedia
entertainment and position location services. In May 2004, iGillott Research, a market strategy
consulting firm which concentrates on the wireless and mobile communications industry, estimated
that in 2007 over 450 million wireless subscribers will use the Internet via cellular handsets. Nonetheless, the wireless communications industry is in a state of technological disarray with
competing protocols, frequencies, data rate standards and other incompatible transceiver
technologies. Individual countries have usually adopted 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). 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. Software radios can reconfigure themselves automatically to recognize and communicate
regardless of competing wireless standards  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. 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 low-cost,
industry-unique, frequency-agile, True Software Radio 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 that enables 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 Radio consists of software embedded on a proprietary semiconductor chip that
grabs the radio frequency signal at 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 processing device. Wireless communication devices equipped with the
Companys True Software Radio Technology can receive, translate and understand communications from
radio frequencies broadcast in disparate formats. The Companys data indicates that a single True Software Radio 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 Radio can handle any protocols in the licensed
and unlicensed frequency range. The current version of the technology will operate from one MHz to
5.6 GHz. In addition, True Software Radio technology provides the additional capability for
directly capturing global positioning (GPS) signals and processing navigation information as well.
True Software Radio technology can be applied to a wide range of markets since this technology can
be used in any device that uses radio frequency (RF) signals. 6




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Benefits of True Software Radio Technology The Company anticipates that adopting True Software Technology will enable:  
    Standard architecture for a wide range of communications products;
    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 and services 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). The Company believes that manufacturers incorporating the True Software Radio 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;
    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. Comparison with Conventional Transceiver Technology Conventional analog 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. 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. In contrast, by digitizing the wireless signal functionally at the antenna, without the need
for a down-converter and other intermediate processing, True Software Radio, with a single analog
interface, eliminates conventional analog crosstalk. 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 Radio implementation based on TechnoConcepts very high speed
analog-to-digital (A/D) converter has a single analog interface and can be programmed to
process any type of waveform. 7




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The Companys True Software Radio receiver has been demonstrated with TechnoConcepts
proprietary gallenium arsenide (GaAs) semiconductor chip, a very high speed (multi-GHz clock rates)
delta-sigma converter that digitizes signals by modulating the analog input (radio 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. All component production will be performed with foundry partners. The Company intends to
fabricate its SiGe components with Jazz Semiconductor and its CMOS components with TSMC. Marketing and Distribution The Companys strategy is to become a leading provider of wireless communication technology by
offering True Software Radio ASICs and chipsets to major telecommunications equipment and component
suppliers for integration into their wireless communications products. To date the Company has entered into three preliminary agreements with potential strategic
partners for the joint development of True Software Radio components. None of these three
preliminary agreements assure that the Company will realize any revenue from the sale or license of
its products or technology. The Company intends to seek to establish strategic relationships with both component
manufacturers and total solution providers. The Company believes that incorporation of its True
Software Radio 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 Radio 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 Radio
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,
such as Samsung, Nokia, Motorola, and Ericcson. The Company has not entered into definitive agreements with any of the companies referred to
above as of the date of this report. 8




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Selling to the Base Station Market The Company believes that True Software Radio technology will contribute to the obsolescence
of conventional wireless technology. The True Software Radio 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 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; and
    Strategic partnerships for international deployment of base station systems with
companies such as China Mobile, China Unicom and SK Telcom.
    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 Lockheed Martin, General Dynamics, Raytheon, and
Rockwell Collins. The Company has not entered into definitive agreements with any of the companies referred to
above as of the date of this report. Military Uses The U.S. military also 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 Radio 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, BAE Systems, Northrop Grumman, Rockwell Collins, Boeing,
and others. 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
agencies which 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 Radio 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 n important need in our post-9/11 world. Additionally, the Companys
True Software Radio technology can be used to enable radio or telephone handsets to be switched
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. 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: 9




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
    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 Radio, 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 will evaluate potential acquisitions based on the points identified in the
previous paragraph taking into account the financial size, geographic influence, technical
capabilities, management experience, 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  does it offer flexible technologies that will
expand, 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 February 25, 2005, the Company entered into an Agreement and Plan of Acquisition with
Asanté Technologies, Inc. Pursuant to the Agreement and Plan of Acquisition, the Company will
acquire all of the assets and business of Asanté and substantially all of its liabilities in
exchange for 1,111,111 shares of the Companys Common Stock, valued, for purposes of this
transaction, at $4.50 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. The Board of Directors of both companies has approved the transaction. The acquisition,
which is subject to completion of customary consents, customary closing terms and conditions as
well as shareholder and lien holder approval, is expected to close by the end of April 2005.
Asanté, based in San Jose, CA, is a leading provider of networking solutions for the small-medium
business market. The Company has no agreement or understanding to acquire any company other than Asanté
Technologies, Inc. as of the date of this report. 10




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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 Radio multi-bit technology. The Company was awarded Patent No. 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. The Company recently filed a new patent application including twenty-three claims for
protection of a multiple signal 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. 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). 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 Radio 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 7,600 man hours
on research and development activities relating to the Companys technology and products. 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. Under this agreement, the parties will collaborate in developing commercial product
applications for the Companys True Software Radio technology in mobile consumer products. Wistron
NeWeb, an Acer company, delivers wireless communication systems to many of the worlds recognized
leaders in wireless technology. TechnoConcepts True Software Radio technology will be incorporated
into Wistron NeWebs next generation wireless products to deliver advanced capabilities for
commercial applications for the PCS/GPRS mobile handset marketplace. 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 11




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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 Radio 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 Radio technology. In November 2004, the Company announced it had signed confidentiality agreements with three
companies in the Peoples Republic of China interested in adopting its proprietary True Software
Radio technology for advanced communications product applications. As a result of the Companys
efforts in China, the Companys technology is currently under consideration by several Chinese
organizations for use in both government and commercial applications. The applications under
consideration involve base station equipment, set-top box and proprietary RF applications. 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. 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
currently 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 Radio 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 Radio 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 Radio
systems reconfigure themselves automatically to communicate with competing wireless standards
(CDMA, GSM, TDMA, and countless others), adopters would benefit from improved system performance,
less expensive service, and seamless interoperability and roaming. The Company also believes that
True Software Radio has the potential to save billions of dollars when transitioning to new
standards, dramatically reducing what it would conventionally cost for the worldwide transition
from the GSM to WCDMA standard. Software Defined Radio (SDR) is a potentially competing technology, where software running on
standard 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 Radio, 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.
Furthermore, since the waveform decoding is generally done in the analog domain, the receiver can
only process one type of signal. In contrast, True Software Radio utilizes a single analog
interface, at the antenna, eliminating the need for downconversion and the additional signal
processing. The architecture requires few external analog 12




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components and can be programmed to process any type of signal or multiple types of signals.
The Company, therefore, believes that its True Software Radio technology will provide more
efficient and less expensive products than can SDR. The True Software Radio patent protected design provides digital direct down conversion
frequency from RF 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 Radio technology. Due to the architecture
of the Companys True Software Radio 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 front-end transceiver modules
based upon integrating several analog circuits into a single integrated component. There are even
those that have created integrated circuits that can work is multiple networks. The limitation of
these solutions is that they are still restricted to predefined frequency bands and standards, and
if either of those change a new 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. In addition, these components are
manufactured in higher-power SiGe fabrication process which 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, 2004, the Company had nine independent contractors, all of whom are now
full-time employees. 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 current needs. 
 ITEM 3. LEGAL PROCEEDINGS We are subject to legal proceedings from time to time in the ordinary course of our business.
As of April 1, 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 Not applicable. 13




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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 BIDDecember 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
    
    $
    5.55
    
    
    $
    3.25March 31, 2005
    
    $
    5.55
    
    
    $
    3.50
 Holders As of April 1, 2005, there were approximately 700 holders of record of our common stock. Dividends We have not paid any cash dividends 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. 14




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Recent Sales of Unregistered Securities In November and December 2003, the Company entered into various unsecured convertible note
agreements 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 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 anytime 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 exchange for investment banking and advisory services 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 TechnoConcepts, Inc. (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) 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. 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 permits the Secured Parties the right to take possession of 15




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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. 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. As of the date
hereof, the Company has not yet filed the required registration statement. 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. Certain
damages will be incurred by the Company for failing to file and/or have the registration statement
declared effective, in a timely manner. Failure to have the registration statement declared
effective by the 240th day following the Closing Date is an event of default under the
Debentures. 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 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 16




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Exchange Act of 1934. The shares of Series A Preferred Stock are also subject to mandatory
conversion upon the occurrence of certain events. 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 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 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 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). 17




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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 par 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 thisForm 10-KSB. Except for the historical
information contained herein, the discussion in thisForm 10-KSBcontains certain forward looking
statements that involve risks and uncertainties, such as statements of our plans, objectives,
expectations and intentions. The cautionary statements made in thisForm 10-KSBshould be read as
being applicable to all related forward statements wherever they appear in thisForm 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 Radio technology enables direct device-to-device
communication, even among otherwise incompatible wireless standards and formats (CDMA, TDMA, 18




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GSM), by incorporating a cost-effective transmitter/receiver/processor system on a computer
chipset. True Software Radio 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. 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 Radio 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. Plan of Operations We have not earned any revenues to date. The Companys strategy is to become a leading
provider of wireless communication technology by offering True Software Radio ASICs and chipsets to
major telecommunications equipment and component suppliers for integration into their wireless
communications products. 19




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To date the Company has entered into three preliminary agreements with potential strategic
partners for the joint development of True Software Radio handset components. 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 seek to establish strategic relationships with both component
manufacturers and total solution providers. The Company believes that incorporation of its True
Software Radio 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 Radio 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 Radio 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 Radio technology will contribute to the obsolescence
of conventional wireless technology. The True Software Radio 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. 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 Radio 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
such as Lockheed-Martin, General Dynamics, TRW, BAE Systems, Northrop Grumman, Rockwell Collins,
Boeing, and others. Public Safety The Companys True Software Radio technology can provide seamless communications between
various local public safety agencies that otherwise may not be able to talk to one another during
an 20




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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. 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 Radio, 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. On February 25, 2005, the Company entered into an Agreement and Plan of Acquisition with
Asanté Technologies, Inc. Pursuant to the Agreement and Plan of Acquisition, the Company will
acquire all of the assets and business of Asanté and substantially all of its liabilities in
exchange for 1,111,111 shares of the Companys Common Stock, valued, for purposes of this
transaction, at $4.50 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. The Board of Directors of both companies has approved the transaction. The acquisition,
which is subject to completion of customary consents, customary closing terms and conditions as
well as shareholder and lien holder approval, is expected to close by the end of April 2005.
Asanté, based in San Jose, CA, is a leading provider of networking solutions for the small-medium
business market. The Company has no agreement or understanding to acquire any company other than Asanté
Technologies, Inc. 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. As of April 1, 2005, the Company had twelve full time employees and anticipates having to
increase its staff substantially in the future in order to execute the Companys strategy. 21




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Liquidity and Capital Resources Since November 2003, we have 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. 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 will be considered in default of our recently issued 7% secured convertible
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; 22




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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; or 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 is not
declared effective the Securities and Exchange Commission prior to July 15, 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; 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. If an event of default occurs, 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 permits the debenture holders 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. 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. 23




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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. The Company anticipates incurring capital expenditures of approximately $750,000 during its
current fiscal year. As of September 30, 2004, the Company had a working capital deficiency of $1,282,689,
cumulative losses from operations of $2,039,663 and a negative cash flow from operations of
$1,141,988. 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, expand
our leased facilities, 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 12 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. 24




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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. WE EXPECT TO CONTINUE TO INCUR LOSSES AND 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 Radio 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 $3.9 million as of March 31, 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. 25




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Risks Related to Our Technology, Industry, Products and Operations OUR SUCCESS DEPENDS ON THE ACCEPTANCE AND USE OF OUR TRUE SOFTWARE RADIO TECHNOLOGY. Our success will, to a large extent, depend on the acceptance of our True Software Radio
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 Radio to resolve the current disparity among competing wireless protocols. While True
Software Radio 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. 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 Radio 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 Radio or
may choose to acquire other products or services. It is possible that our True Software Radio
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. 26




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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. 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. 27




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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. None of our key
personnel is 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 OUR RECENTLY ISSUED DEBENTURES PROVIDE FOR VARIOUS EVENTS OF
DEFAULT THAT WOULD 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.
IF AN EVENT OF DEFAULT OCCURS, 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 will 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 28




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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 is not declared effective the Securities and Exchange Commission prior to July
15, 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; 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. If an event of default occurs, 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 permits the debenture holders 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 29




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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. 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 30




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their operating performance. Such broad market fluctuations may adversely affect the price of our
common stock. 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. 31




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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. 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. 32




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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. 
 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 During the fourth quarter of the fiscal year ended September 30, 2004, the Company was
required to file a Current Report on Form 8-K containing the information set forth above in Item
8. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. In
reliance on the rules relating to Item 8B of this Annual Report on Form 10-KSB, this information
has been presented above rather than reported on a Current Report on Form 8-K. 33




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PART III 
 ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS Directors and Executive Officers Prior to the Exchange The following table sets forth the names, ages and offices of the executive officers and
directors of Technology Partners Consulting, Inc. during 2003 and through February 17, 2004, the
date upon which the Exchange was consummated. Name
    
    Age
    
    PositionFrederick R. Clark, Jr.
    
    
    35
    
    
    President and DirectorJames H. Watson, Jr.
    
    
    41
    
    
    Outside Director
 Directors and Executive Officers Following the Exchange and Presently Serving The following table sets forth the names, ages and offices of our current executive officers
and directors, each of whom was appointed at, or following, the Exchange. Name
    
    Age
    
    PositionAntonio E. Turgeon
    
    
    56
    
    
    Chairman/CEO and DirectorDr. Feng Yuh Juang
    
    
    52
    
    
    Vice Chairman and DirectorRonald M. Hickling
    
    
    46
    
    
    Chief Technology Officer and DirectorMichael Handelman
    
    
    47
    
    
    Chief Financial OfficerRichard Hines
    
    
    55
    
    
    DirectorMichael Ussery
    
    
    53
    
    
    DirectorGeorge Lange
    
    
    65
    
    
    DirectorJohn Mansfield
    
    
    57
    
    
    Director
 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. 34




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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. 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 Radio 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 Radio 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 47, 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, 35




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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. 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. 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 36




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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. Dr. Jae Jung, Executive Vice President of Engineering, received his Ph.D. in the Department
of Computer Science and Engineering from the University of California at San Diego, La Jolla, CA, a
Master of Science in Computer Science from the University of California at San Diego, La Jolla, CA,
a Master of Science in Electrical Engineering from the Korea Advanced Institute of Science and
Technology, Seoul, Korea, and a Bachelor of Science in Electrical Engineering from the Seoul
National University, Seoul, Korea. Prior to joining the Company, Dr. Jung was a founder and served
as Chief Executive Officer of NeoPace Telecom Corporation, which specialized in VoIP and network
processor chips. Prior to that he served as Executive Director of the Network Department at Samsung
Electronics in Seoul Korea where he was the architect of, and managed a team of 130 engineers
developing, the Samsung ADSL chipset. Prior to that he served as Senior Manager of Engineering for
SONY Wireless Telecommunications Company in San Diego, CA, where he engineered two next generation
CDMA projects, including a CDMA smart phone. He previously held a similar senior managerial
position, responsible for VLSI Design for GI Motorola in San Diego, CA, where he was responsible
for a video (MPEG2) encoder system. 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. 37




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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, 2004 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
    
    StatusAntonio Turgeon
    
    Not independentDr. Feng Yuh Juang
    
    Not independentRichard Hines
    
    Not IndependentRonald Hickling
    
    Not IndependentMichael Ussery
    
    IndependentGeorge Lange
    
    IndependentJohn Mansfield
    
    Independent
 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. 38




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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, 2004, the Board of Directors held one formal meeting. 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. 39




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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. 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 2004 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 and Michael Handelman, our Chief
Financial Officer, will be paid a base salary of $125,000. 40




---



##### Table of Contents



Employment Contracts As of September 30, 2004 we had no employment agreements with any of our officers or
employees. 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 At September 30, 2004, we had no equity award plans in place and no outstanding options,
warrants or rights to acquire shares of our common stock under plans either approved, or not
approved, by our security holders. 
 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS The following tables sets forth information as of April 1, 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: Common Stock Percent ofClassName and Address
    
    
    
    
    
    
    
    Beneficiallyof Beneficial Owner (1)
    
    
    Number of Shares Beneficially Held
    
    
    
    Held (2)Directors and OfficersAntonio E. Turgeon (3)
    
    
    
    3,311,000
    
    
    
    
    13.31
    %Dr. Feng Yuh Juang (3)
    
    
    
    500,000
    
    
    
    
    2.01
    %Ronald M Hickling (3)
    
    
    
    5,000
    
    
    
    
    *Michael Handelman (3)
    
    
    
    0
    
    
    
    
    *Richard Hines (3)
    
    
    
    0
    
    
    
    
    *Michael Ussery (3)
    
    
    
    0
    
    
    
    
    *George Lange (3)
    
    
    
    0
    
    
    
    
    *
 41




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##### Table of Contents



Percent ofClassName and Address
    
    
    
    
    
    
    
    Beneficiallyof Beneficial Owner (1)
    
    
    Number of Shares Beneficially Held
    
    
    
    Held (2)John Mansfield (3)
    
    
    
    0
    
    
    
    
    *All directors and executive officers
as a group (8 persons)
    
    
    
    3,836,000
    
    
    
    
    15.32
    %5% ShareholdersTechnoConcepts Inc, a California
corp.
3835-R East Thousand Oaks Blvd.
Westlake Village, CA 91362
    
    
    
    1,970,000
    
    
    
    
    7.9
    %
   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 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.(3)
    
    Address is c/o TechnoConcepts, Inc., 6060 Sepulveda Blvd., Suite 202, Van Nuys, CA 91411. Series A Preferred Stock Percent ofClassName and Address of Beneficial
    
    
    
    
    
    
    
    BeneficiallyOwner (1)
    
    
    Number of Shares Beneficially Held
    
    
    
    Held (2)Directors and OfficersAntonio E. Turgeon (3)
    
    
    
    4,750
    
    
    
    
    29.69
    %All directors and executive officers
as a group (8 persons)
    
    
    
    4,750
    
    
    
    
    29.69
    %5% ShareholdersFleet Financial
5429 New Castle Ave #103
Encino, CA 91316
    
    
    
    4,750
    
    
    
    
    29.69
    %TechnoConcepts, Inc., a California corp.
3835-R East Thousand Oaks Blvd.
Westlake Village, CA 91362
    
    
    
    4,000
    
    
    
    
    25
    %Tag, Inc. (3)
    
    
    
    1,500
    
    
    
    
    9.38
    %
 42




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##### Table of Contents



(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.(3)
    
    Address is c/o TechnoConcepts, Inc., 6060 Sepulveda Blvd., Suite 202, Van Nuys, CA 91411. Series B Preferred Stock Percent ofClassName and Address of Beneficial
    
    
    
    
    
    
    
    BeneficiallyOwner (1)
    
    
    Number of Shares Beneficially Held
    
    
    
    Held (2)Directors and OfficersAll directors and executive officers
as a group (8 persons)
    
    
    
    0
    
    
    
    
    0
    %5% ShareholdersTriumph Research Partners, LLC
48 South Service Road
Melville, 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. 43




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##### Table of Contents



ITEM 13. EXHIBITS ExhibitExhibit Number
    
    Description of ExhibitExhibit Number
    
    Description of Exhibit2.1(1)
    
    Agreement and Plan of Merger by and Between Technology Consulting
Partners,
Inc. and TechnoConcepts, Inc. dated December 15, 2003.3.1(*)
    
    Restated Articles of Incorporation of the Company3.2(*)
    
    By-laws of the Company4.1(2)
    
    Form of 7% Secured Convertible Debenture4.2(2)
    
    Form of Common Stock Purchase Warrant10.1.1(2)
    
    Securities Purchase Agreement dated November 17, 2004 by and among the
Company and the investors signatory thereto.10.1.2. (2)
    
    First Amendment to Securities Purchase Agreement dated November 17, 2004.10.2(2)
    
    Registration Rights Agreement dated November 17, 2004 by and among the
Company and the investors signatory thereto.10.3(2)
    
    Security Agreement dated November 17, 2004 by and among the Company and
the investors signatory thereto.10.4(2)
    
    Preferred Stock Purchase Agreement dated November 17, 2004 by and
between the Company and Triumph Research Partners LLC.10.5(*)
    
    Standard Multi-Tenant Office Lease by and between the Company and
Electro Rent Corporation dated December 20, 2004.10.6(*)
    
    Consulting Agreement with Richard T. Hines dated July 19, 2004.14(2)
    
    Code of Ethics for CEO and Senior Financial Officers21(*)
    
    Subsidiaries31.1(*)
    
    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
 44




---



##### Table of Contents



(1)
    
    Incorporated herein by reference to the exhibit included in the Current Report on Form 8-K
dated February 18, 2004. The number given in parenthesis indicates the corresponding exhibit
number in such Form 8-K.(2)
    
    Incorporated herein by reference to the exhibits to our Annual Report on Form 10-KSB dated
January 14, 2005. The number given in parenthesis indicates the corresponding exhibit number in
such Form 10-KSB, as amended.(*) Filed herewith 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 2004Audit fees
    
    
    25,000Audit related fees
    
    
    Tax fees
    
    
    All other fees
    
    
    Total
    
    
    25,000
 The Audit Committee is presently developing 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. As of January 13, 2005 the policy had
not yet been finalized. 45




---



##### Table of Contents



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: May 2, 2005
    By:
    /s/  Antonio E. Turgeon
    
President 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
    
    Chairman of the Board, President
    
    May 2, 2005ANTONIO E. TURGEON
    
    and Chief Executive Officer
(Principal Executive Officer)/s/ Michael Handelman
    
    Chief Financial Officer
    
    May 2, 2005MICHAEL HANDELMAN
    
    (Principal Accounting and FinancialOfficer)/s/ Ronald Hickling
    
    Director
    
    May 2, 2005RONALD HICKLINGDirectorGEORGE LANGE/s/ John Mansfield
    
    Director
    
    May 2, 2005JOHN MANSFIELD/s/ Dr. Feng Yuh Juang
    
    Director
    
    May 2, 2005DR. FENG YUH JUANG/s/ Richard Hines
    
    Director
    
    May 2, 2005RICHARD HINESDirectorMICHAEL USSERY
 46




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##### Table of Contents



REPORT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and
Board of Directors
TechnoConcepts, Inc.
(A corporation in the development stage)
Van Nuys, CA We have audited the accompanying balance sheets of TechnoConcepts, Inc. (a corporation in
the development stage) as of September 30, 2004 and December 31, 2003, the related
statements of operations, changes in stockholders equity and cash flows for the periods
ended September 30, 2004 and December 31, 2003. 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. as of September 30, 2004 and
December 31, 2003, and the result of its operations and its cash flows for the periods
ended September 30, 2004 and December 31, 2003 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 7 to the financial statements, the
Company is a development stage company. 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
N. White Plains, NY
April 22, 2005 F-1




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##### Table of Contents



TechnoConcepts, Inc.
(A Corporation In The Development Stage)
Balance Sheets September 30,
    
    
    December 31,2004
    
    
    2003ASSETSCurrent assets:Cash
    
    $
    66,558
    
    
    $
    25,765Prepaid expenses
    
    
    727
    
    
    
    Total current assets
    
    
    67,285
    
    
    
    25,765Fixed assets, net
    
    
    28,743
    
    
    
    1,570Other assets:Intellectual property and patents
    
    
    8,000,000
    
    
    
    8,000,000Debt issuance costs, net
    
    
    82,875
    
    
    
    Total assets
    
    $
    8,178,903
    
    
    $
    8,027,335LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    9,000
    
    
    $
    460,874Due to related parties
    
    
    160,000
    
    
    
    340,000Convertible notes payable
    
    
    921,985
    
    
    
    333,675Accrued expenses payable
    
    
    258,989
    
    
    
    743Total current liabilities
    
    
    1,349,974
    
    
    
    1,135,292Shareholders equity:Preferred stock, no par value, 5,000,000
shares authorized, 32,000 and 16,000 shares
issued and outstanding
    
    
    32
    
    
    
    16Common stock, no par value, 50,000,000
shares authorized, 24,852,671 and 7,930,320 shares issued
and outstanding
    
    
    24,852
    
    
    
    7,930Additional paid in capital
    
    
    9,048,984
    
    
    
    7,996,062Subscriptions receivable
    
    
    (4,008
    )
    
    
    (4,008
    )Deficit accumulated during the development stage
    
    
    (2,240,931
    )
    
    
    (1,107,957
    )Total stockholders equity
    
    
    6,828,929
    
    
    
    6,892,043Total liabilities and shareholders equity
    
    $
    8,178,903
    
    
    $
    8,027,335
 See accompanying notes to financial statements. F-2




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##### Table of Contents



TechnoConcepts, Inc.
( A Corporation In The Development Stage)
Statements of Operations January 1, 2004
    
    
    May 26, 2003
    
    
    May 26, 2003To
    
    
    (Date of Inception)
    
    
    (Date of Inception)September 30, 2004
    
    
    To December 31, 2003
    
    
    To September 30, 2004Revenues:Earned revenue
    
    $
    
    
    
    $
    
    
    
    $
    Operating expenses:General and administrative
    
    
    880,812
    
    
    
    1,107,214
    
    
    
    1,988,026Total operating loss
    
    
    (880,812
    )
    
    
    (1,107,214
    )
    
    
    (1,988,026
    )Other income (expense):Other income
    
    
    3,000
    
    
    
    
    
    
    
    3,000Interest expense, net
    
    
    (53,894
    )
    
    
    (743
    )
    
    
    (54,637
    )Debt issue costs
    
    
    (201,268
    )
    
    
    
    
    
    
    (201,268
    )Net loss
    
    $
    (1,132,974
    )
    
    $
    (1,107,957
    )
    
    $
    (2,240,931
    )Weighted shares outstanding:Basic
    
    
    19,424,421
    
    
    
    7,930,320Diluted
    
    
    19,424,421
    
    
    
    7,930,320Loss per share:Basic
    
    $
    (.06
    )
    
    $
    (.14
    )Diluted
    
    
    (.06
    )
    
    
    (.14
    )
 See accompanying notes to financial statements. F-3




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##### Table of Contents



TechnoConcepts Inc.
( A Corporation In The Development Stage)
Comprehensive Statement of Stockholders Equity
From May 26, 2003 (Date of Inception) To September 30, 2004 Preferred Stock
    
    
    Common Stock
    
    
    Paid-In
    
    
    Subscriptions
    
    
    Accumulated DeficitShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Receivable
    
    
    During Development StageBalances, beginning of period
    
    
    
    
    
    $
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Shares issued for:Initial capitalization
    
    
    8,000
    
    
    
    8
    
    
    
    4,000,000
    
    
    
    4,000
    
    
    
    
    
    
    
    
    
    
    
    Subscription receivable from founders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,008
    )
    
    
    Acquisition of Technoconcepts (CA)
    
    
    8,000
    
    
    
    8
    
    
    
    3,930,320
    
    
    
    3,930
    
    
    
    7,996,062
    
    
    
    Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,107,957
    )Balances, 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
    )32,000
    
    
    $
    32
    
    
    
    24,852,671
    
    
    $
    24,852
    
    
    $
    9,048,984
    
    
    $
    (4,008
    )
    
    $
    (2,240,931
    )
 See accompanying notes to financial statements. F-4




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##### Table of Contents



TechnoConcepts, Inc.
( A Corporation In The Development Stage)
Statements of Cash Flows January 1, 2004
    
    
    May 26, 2003
    
    
    May 26, 2003To
    
    
    (Date of Inception)
    
    
    (Date of Inception)September 30, 2004
    
    
    To December 31, 2003
    
    
    To September 30, 2004Cash flows from operating activities:Net loss
    
    $
    (1,132,974
    )
    
    $
    (1,107,957
    )
    
    $
    (2,240,931
    )Adjustments to reconcile net loss from operations to
net cash used in operating activities:Depreciation
    
    
    1,556
    
    
    
    
    
    
    
    1,556Amortization of debt issuance cost
    
    
    201,268
    
    
    
    
    
    
    
    201,268Changes in operating assets and liabilities:Increase in prepaid expenses
    
    
    (727
    )
    
    
    
    
    
    
    (727
    )Increase in accounts payable
    
    
    21,452
    
    
    
    460,873
    
    
    
    482,325Increase in accrued expenses
    
    
    73,777
    
    
    
    340,744
    
    
    
    414,521Net cash used in operating activities
    
    
    (835,648
    )
    
    
    (306,340
    )
    
    
    (1,141,988
    )Cash flows from investing activities:Acquisition of fixed assets
    
    
    (28,559
    )
    
    
    (1,570
    )
    
    
    (30,129
    )Cash flows from financing activities:Proceeds from notes payable
    
    
    905,000
    
    
    
    333,675
    
    
    
    1,238,675Net increase in cash and cash equivalents
    
    
    40,793
    
    
    
    25,765
    
    
    
    66,558Cash and cash equivalents, beginning of period
    
    
    25,765
    
    
    
    
    
    
    
    Cash and cash equivalents, end of period
    
    $
    66,558
    
    
    $
    25,765
    
    
    $
    66,558Supplemental cash flow information:Interest paid
    
    $
    
    
    
    $
    
    
    
    $
    Income taxes paid
    
    $
    
    
    
    $
    
    
    
    $
    Non-cash investing and financing activitiesAcquisition of intellectual property
    
    $
    
    
    
    $
    8,000,000
    
    
    $
    Shares issued in payment of consulting fees
    
    
    464,348
    
    
    
    
    
    
    
    464,348Shares issued for conversion of convertible debt
    
    
    316,675
    
    
    
    
    
    
    
    316,675
 See accompanying notes to financial statements. F-5




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##### Table of Contents



TechnoConcepts, Inc.
( A Corporation In The Development Stage)
Notes to Financial Statement
September 30, 2004 NOTE 1     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. Development stage company - The Company is in the development stage in accordance
with Statements of Financial Accounting Standards (SFAS) No. 7 Accounting and Reporting by
Development Stage Enterprises. 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. Cash and Equivalents - The Company considers investments with an initial maturity of
three months or less to be a cash equivalent. Bad debts - The company recognizes bad debts under the direct write-off method. The
Company has not had any bad debts since inception. 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. F-6




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TechnoConcepts, Inc.
( A Corporation In The Development Stage)
Notes to Financial Statement
September 30, 2004 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, 2004: expected volatility of 70%; risk free interest rate of
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. The pro forma net loss and loss per share consists of the following: September 30,
    
    
    December 31,2004
    
    
    2003Net loss as reported
    
    $
    (1,132,974
    )
    
    $
    (1,107,957
    )Effect of stock options, net of tax
    
    
    99,606
    
    
    
    Proforma net loss
    
    $
    (1,232,580
    )
    
    $
    (1,107,957
    )Proforma diluted loss per share
    
    $
    (.06
    )
    
    $
    (.14
    )
 Fixed assets  Fixed assets are stated at cost. Depreciation is provided at the time
property and equipment is placed in service using the straight-line method over the estimated
useful lives of the assets, which is 5 years. F-7




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TechnoConcepts, Inc.
( A Corporation In The Development Stage)
Notes to Financial Statement
September 30, 2004 NOTE 1     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Continued Loss per share - The Company has adopted SFAS No. 128 Earnings Per Share. Basic loss per
share is computed by dividing the loss available to common shareholders by the weighted-average
number of common shares outstanding. Diluted loss per share is computed in a manner similar to the
basic loss per share, except that the weighted-average number of shares outstanding is increased to
include all common shares, including those with the potential to be issued by virtue of warrants,
options, convertible debt and other such convertible instruments. Diluted earnings per share
contemplates a complete conversion to common shares of all convertible instruments only if they are
dilutive in nature with regards to earnings per share. Since the Company has incurred net losses
for all periods, and since there are no convertible instruments, basic loss per share and diluted
loss per share are the same. Intellectual Property - Intellectual property consists of patents, copyrights and
trademarks purchased from TechnoConcepts (CA) (Note 8). These assets are being used in the
development of the Companys products. Upon the products reaching salability, the Company will
amortize these assets over a five year period on a straight-line basis. Research and Development Costs - Research and development costs are charged to expense as
incurred. Equipment used in research and development with alternative uses is capitalized.
Research and development costs include internal costs and payments to consultants. Recent Accounting Pronouncements - The following accounting pronouncements if implemented
would have no effect on the financial statements of the Company. In January 2003, (as revised in December 2003) The Financial Accounting Standards Board (FASB)
issued Interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation of
Accounting Research Bulletin (ARB) No. 51. Consolidated Financial Statements. Interpretation
No. 46 addresses consolidation by business enterprises of variable interest entities, which have
one or both of the following characteristics: (i) the equity investment at risk is not sufficient
to permit the entity to finance its activities without additional subordinated support from other
parties, which is provided through other interest that will absorb some or all of the expected
losses of the entity; (ii) the entity the investors lack one or more of the following essential
characteristics of a controlling financial interest: the direct or indirect ability to make
decisions about the entities activities through voting rights or similar rights; or the obligation
to absorb the expected losses of the entity if they occur, which makes it possible for the entity
if they occur, which is the compensation for the risk of absorbing the expected losses. F-8




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TechnoConcepts, Inc.
( A Corporation In The Development Stage)
Notes to Financial Statement
September 30, 2004 NOTE 1     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Continued Recent Accounting Pronouncements  (Continued) Interpretation No. 46, as revised, also requires expanded disclosures by the primary beneficiary
(as defined) of a variable interest entity and by an enterprise that holds a significant variable
interest in a variable interest entity but is not the primary beneficiary. Interpretation No. 46, as revised, applies to small business issuers no later than the end of the
first reporting period that ends after December 15, 2004. The effective date includes those
entities to which Interpretation 46 had previously applied. However, prior to the required
application of Interpretation 46, a public entity that is a small business issuer shall apply
Interpretation 46 or this Interpretation to those entities that are considered to be
special-purpose entities no later than as of the end of the first reporting period that ends after
December 15, 2003. Interpretation No. 46 may be applied prospectively with a cumulative-effect adjustment as of the
date which it is first applied or by restating previously issued financial of the first year
restated. In April 2003, the FASB issued SFAS No. 149, Amendment of Statement 133 on Derivative Instruments
and Hedging Activities. SFAS No. 149 amends and clarifies financial accounting and reporting for
derivative instruments, including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. The changes in SFAS No. 149
improve financial reporting by requiring that contracts with comparable characteristics be
accounted for similarly. This statement is effective for contracts entered into or modified after
June 30, 2003 and all of its provisions should be applied prospectively. F-9




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TechnoConcepts, Inc.
( A Corporation In The Development Stage)
Notes to Financial Statement
September 30, 2004 NOTE 1     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Continued Recent Accounting Pronouncements  (Continued) In May 2003, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 150, Accounting For Certain Financial Instruments with
Characteristics of both Liabilities and Equity. SFAS No. 150 changes the accounting for certain
financial instruments with characteristics of both liabilities and equity that, under previous
pronouncements, issuers could account for as equity. The new accounting guidance contained in SFAS
No. 150 requires that those instruments be classified as liabilities in the balance sheet. SFAS No. 150 affects the issuers accounting for three types of freestanding financial instruments.
One type is a mandatorily redeemable share, which the issuing company is obligated to buy back in
exchange for cash or other assets. A second type includes put options and forward purchase
contracts, which involves instruments that do or may require the issuer to buy back some of its
shares in exchange for cash or other assets. The third type of instruments that are liabilities
under this Statement is obligations that can be settled with shares, the monetary value of which is
fixed, tied solely or predominantly to a variable such as a market index, or varies inversely with
the value of the issuers shares. SFAS No. 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety. Most of the provisions of Statement 150 are consistent with the existing definition of liabilities
in FASB Concepts Statement No. 6, Elements of Financial Statements. The remaining provisions of
this Statement are consistent with the FASBs proposal to revise that definition to encompass
certain obligations that a reporting entity can or must settle by issuing its own shares. This
Statement shall be effective for financial instruments entered into or modified after May 31, 2003
and otherwise shall be effective at the beginning of the first interim period. Beginning after June
15, 2003, except for mandatorily redeemable financial instruments of a non-public entity, as to
which the effective date is for fiscal periods beginning after December 15, 2004. Fair Value The Company has a number of financial instruments, none of which is held for trading purposes. The
Company estimates that the fair value of all financial instruments at September 30, 2004 and
December 31, 2003, does not differ materially from the aggregate carrying values of these financial
instruments recorded in the accompanying balance sheets. The estimated fair value amounts have
been determined by the Company using available market information and appropriate valuation
methodologies. Considerable judgment is necessarily required in interpreting market data to
develop the estimates of fair value, and, accordingly, the estimates are not necessarily indicative
of the amounts that the Company could realize in a current market exchange. F-10




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TechnoConcepts, Inc.
( A Corporation In The Development Stage)
Notes to Financial Statement
September 30, 2004 NOTE 2     FIXED ASSETS Fixed assets are comprised of the following: September 30,
    
    
    December 31,2004
    
    
    2003Computer equipment
    
    $
    30,451
    
    
    $
    1,570Accumulated depreciation
    
    
    1,708
    
    
    
    $
    28,743
    
    
    $
    1,570
 NOTE 3     CONVERTIBLE NOTES PAYABLE In November and December 2003, the Company entered into various unsecured convertible note
agreements for receipt of $333,675. These notes carry an interest rate of between 8% to 11%
per annum, with all interest and principal due in April, 2004. At the time of maturity, notes
totaling $316,675 were converted into 697,641 shares of common stock. The balance of notes
totaling $17,000 have not yet been converted and are currently in default. NOTE 4     CONVERTIBLE DEBENTURES In January and February 2004, the Company issued into convertible notes aggregating $905,000.
The notes incur interest at the rate of 10% per annum and are due on January 31, 2005. The
notes are convertible any time after June 30, 2004 at a conversion price of $1.75 per common
share. Interest is payable quarterly, in cash or stock. The Company has not paid the
interest due April 30, July 31, and October 31, 2004. As a result, the notes are currently in
default. NOTE 5     RELATED PARTY TRANSACTIONS Two founders of the Company have performed consulting services for which the Company has paid
or accrued consulting fees. For the period ended December 31, 2003, consulting services of
$500,000 were provided by these founders. Of this amount, $160,000 was paid in 2003 and
$180,000 was paid in 2004. The remaining balance of $160,000 is accrued at September 30,
2004. In addition these founders received 1,109,184 shares in the original capitalization of
the Company. F-11




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TechnoConcepts, Inc.
( A Corporation In The Development Stage)
Notes to Financial Statement
September 30, 2004 NOTE 6     INCOME TAXES At September 30, 2004, the Company has a net loss carry forward totaling $1,622,781 that may
be offset against future taxable income through 2023. 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,
    
    
    December 31,2004
    
    
    2003Net operating loss
    
    $
    645,996
    
    
    $
    122,325Consulting fees
    
    

    
    
    
    
    183,586Interest payable
    
    
    103,098
    
    
    
    Related party consulting fees
    
    
    63,693
    
    
    
    135,437812,787
    
    
    
    441,348Less: valuation allowance
    
    
    812,787
    
    
    
    441,348$
    
    
    
    $
    
 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. Income tax expense is comprised of the following: September 30,
    
    
    December 31,2004
    
    
    2003Current:Federal
    
    $
    
    
    
    $
    State
    
    
    
    
    
    
    
    
    
    
    Deferred:Federal
    
    
    
    
    
    
    State
    
    
    
    
    
    
    Total income tax expense
    
    $
    
    
    
    $
    
 F-12




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TechnoConcepts, Inc.
( A Corporation In The Development Stage)
Notes to Financial Statement
September 30, 2004 NOTE 7     GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will
continue as a going concern. The Company has a working capital deficiency of $1,282,689 at
September 30, 2004, and a cumulative loss from operation of $2,240,931 and a negative cash
flow from operations of $1,141,988, which raises substantial 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. The Companys ability to continue as a going concern is dependent upon a successful future
public offering and ultimately achieving profitable operations. Towards these ends, the
Company raised $5,775,000 through two offerings of securities in November 2004 (note 11).
There is no assurance that the Company will be successful in its efforts to raise additional
proceeds or achieve profitable operations. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty. NOTE 8     ACQUISITION OF TECHNOLOGY CONSULTING PARTNERS, INC. In February, 2004, the Company completed an Agreement and Plan of Merger By and Between
Technology Consulting Partners, Inc. Registrant, and the Company, pursuant to which the
Registrant acquired all of the outstanding shares of TechnoConcepts capital stock in exchange
for a controlling interest in the Registrant. The Exchange has been accounted for as a
recapitalization of Technology Consulting Partners, Inc. with TechnoConcepts, Inc. as the
acquirer (a reverse acquisition). NOTE 9     FAILED ACQUISITION OF G-2 SOFTWARE SYSTEMS In July 2004, the Company agreed to acquire G-2 Software Systems, Inc. in exchange for
$9,500,000. In December 2004, the Company determined not to complete the transaction. NOTE 10     LEASE COMMITMENT In June 2004, the Company entered into a rental agreement for office and lab space. The
agreement calls for rent totaling $1,204 per month on a month-to-month basis. F-13




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TechnoConcepts, Inc.
( A Corporation In The Development Stage)
Notes to Financial Statement
September 30, 2004 NOTE 11     SUBSEQUENT EVENTS 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,
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 was 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 (SEC)).
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. In addition, the Company entered into a securities purchase agreement also dated as of November 17,
2004, (the Preferred Stock Purchase Agreement), with an institutional investor (the Preferred
Stock Buyer), pursuant to which the Company sold, and the Preferred Stock Buyer purchased, 800
shares of Series B Preferred Stock of the Company (the Preferred Shares) and Warrants
exercisable for a total of 320,000 shares of the Companys common stock for consideration of
$2,000,000. The Warrants are identical to the Warrants issued to the Buyers. F-14