U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
Commission File Number 333-90682
TechnoConcepts, Inc.
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(Exact name of small business issuer as specified in its charter)
Colorado 84-1605055
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
2060D Avenida De Los Arboles, Thousand Oaks, Ca. 91362
(Address of principal executive offices)
(818) 707-0265
(Registrant's telephone number including area code)
Technology Consulting Partners, Inc.
9282 South Fox Fire Lane, Highlands Ranch, Colorado 80129
(303) 893-2300)
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Former name and former address, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
[] Yes [X] No
As of June 30, 2004, the Registrant had 20,950,449 shares of common stock, $.001
par value, outstanding.
Transitional Small Business Disclosure format:
Yes [ ] No [ X ]
INDEX
Part I: Financial Information Page No.
Item 1. Financial Statements
Condensed balance sheet, June 30, 2004 (unaudited) ........... 3
Condensed statement of operations, nine months ended
June 30, 2004 and October 1, 2001 (inception)
through June 30, 2004 (unaudited) ............................ 4
Condensed statement of changes in stockholders’ equity,
nine months ended June 30, 2004 (unaudited) .................. 5
Condensed statements of cash flows, nine months ended
June 30, 2004, and October 1, 2001 (inception)
through June 30, 2004 (unaudited) ............................. 6
Notes to condensed financial statements (unaudited) ............ 7
Item 2. Management's Discussion and Analysis or
Plan of Operations ..................................... 8
Item 3. Controls and Procedures .................................. 9
Part II. Other Information
Item 1. Legal Proceedings ......................................... 9
Item 2. Changes in Securities ..................................... 9
Item 3. Defaults Upon Senior Securities ........................... 9
Item 4. Submission of Matters to a Vote of Security Holders ....... 9
Item 5. Other Information .............................. 10
Item 6. Exhibits and Reports on Form 8-K ...................... 10
Signatures ...................................................... 11
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PART I. Financial Information
ITEM 1. FINANCIAL STATEMENTS
TechnoConcepts, Inc. |
(formerly Technology Consulting Partners, Inc.) |
Condensed Balance Sheet |
(Unaudited) |
June 30, 2004 |
ASSETS | ||
Current Assets | ||
Cash | $ 386,707 | |
Accounts receivable, net | - | |
Note receivable | 10,000 | |
Total Current Assets | 396,707 | |
Property and equipment, net of accumulated |
| |
depreciation of $ 2,845 | 16,116 | |
Other Assets | ||
Intellectual Property and Patents | 8,004,008 | |
Total Other Assets | 8,004,008 | |
Total Assets | $ 8,416,831 |
LIABILITIES AND STOCKHOLDER'S EQUITY | ||
Current Liabilities | ||
Accounts Payable | 4,170 | |
Total Current Liabilities | 4,170 | |
Convertible debentures payable | 904,985 | |
Total Liabilities | 909,155 |
Commitments | ||
Stockholder's Equity | ||
Preferred stock, $.001 par value, | ||
5,00,000 shares authorized, 32,000 issued | ||
and outstanding | 32 | |
Common stock, $.001 par value, 50,000,000 | ||
shares authorized, 20,950,449 shares issued | ||
and outstanding | 20,950 | |
Additional Paid In Capital | 10,008,704 | |
Accumulated Equity (Deficit) | (2,522,010) | |
Total Stockholders' Equity | 7,507,676 | |
Total Liabilities and Stockholders' Equity | $ 8,416,831 |
See accompanying notes to these financial statements.
3
TechnoConcepts, Inc. |
(formerly Technology Consulting Partners, Inc.) |
(A Development Stage Company) |
Statement of Operations |
(Unaudited) |
For the | October 1, 2001 | ||
Nine Months | (Inception) | ||
Ended | Through | ||
June 30, 2004 | June 30, 2004 | ||
Revenues: | |||
Earned Revenue | $ - | $ 23,472 | |
Total Revenues | 0 | 23,472 | |
Operating Expenses: | |||
General & administrative | 1,827,831 | 2,369,178 | |
Depreciation and amortization | 2,845 | 2,997 | |
Total Operating Expenses | 1,830,676 | 2,372,175 | |
Operating loss | (1,830,676) | (2,348,703) | |
Other income and (expense): | |||
Interest income | 5 | 601 | |
Interest expense | 0 | 0 | |
Total Other Income and (Expense) | 5 | 601 | |
Net Loss | $ (1,830,671) | $ (2,348,102) | |
Basic and Diluted loss per share | ($0.09) | ($0.11) | |
Weighted average shares outstanding | 20,950,449 | 20,950,449 | |
See accompanying summary of accounting policies and notes to financial statements.
4
TechnoConcepts, Inc. |
(formerly Technology Consulting Partners, Inc.) |
( A Development Stage Company) |
Condensed Statement of Changes in Stockholders' Equity |
(Unaudited) |
Nine Months Ended June 30, 2004 |
Preferred Stock | Common Stock | Paid in | Accumulated |
Shares | Amount | Shares | Amount | Capital | Deficit | |||||||
Balances, December 31, 2003 | 0 | $0 | 41,660,000 | $515,750 | $2,700 | ($517,430) | ||||||
Shares issued for: | ||||||||||||
Cash |
|
| 760,919 | $761 | $333,322 | |||||||
Services | 4,522,030 | $4,522 | $1,164,907 | |||||||||
Acquisition | 32,000 | $32 | 7,930,320 | $7,930 | $7,992,262 | |||||||
Retirement of shares | (33,930,320) | ($508,020) | $508,020 | ($173,909) | ||||||||
Net Loss | ($1,423,367) | |||||||||||
Balances, March 31, 2004 | 32,000 | $32 | 20,942,949 | $20,943 | $10,001,211 | ($2,114,706) | ||||||
Shares issued for: | ||||||||||||
Services | 7,500 | $7 | $7,493 | ($407,304) | ||||||||
Net Loss | ||||||||||||
Balances, June 30, 2004 | 32,000 | $32 |
| 20,950,449 |
| $20,950 |
| $10,008,704 |
| ($2,522,010) | ||
See accompanying notes to these financial statements.
5
Statement Of Cash Flow |
(Unaudited) |
For The Nine Months Ended June 30, 2004 |
For the | October 1, 2001 | |||
Nine Months | (Inception) | |||
Ended | Through | |||
June 30, 2004 | June 30, 2004 | |||
Cash Flows From Operating Activities | ||||
Net loss | $ (1,830,671) | (2,348,102) | ||
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities | ||||
Depreciation and amortization | 2,845 | 2,997 | ||
Stock issued for services | 1,173,573 | 1,573,573 | ||
Increase in Accounts Payable | 4,171 | 4,171 | ||
Rent contributed by officer | 2,700 | |||
Net cash used in operating activities | (650,082) | (764,661) | ||
Cash Flows From Investing Activities | ||||
Purchase of equipment | (18,961) | (19,282) | ||
Net cash used in investing activities | (18,961) | (19,282) | ||
Cash Flows From Financing Activities | ||||
Proceeds from sale of common stock, net of expenses | 115,750 | |||
Loan to board member | (10,000) | (10,000) | ||
Proceeds from convertible debentures | 904,985 | 1,064,900 | ||
Net cash provided by financing activities | 894,985 | 1,170,650 | ||
| ||||
Net Increase (Decrease) In Cash And Cash Equivalents | 225,942 | 386,707 | ||
Cash and Cash Equivalents, beginning of period | 160,765 | 0 | ||
Cash and Cash equivalents, end of period | $ 386,707 | $ 386,707 | ||
| ||||
Supplemental Disclosure of Cash Flow Information | ||||
See accompanying notes to these financial statements.
6
TechnoConcepts, Inc.
(formerly Technology Consulting Partners, Inc.)
Notes to Financial Statements
June 30, 2004
(Unaudited)
The financial statements presented herein have been prepared by the Company in
accordance with the accounting policies in its audited financial statements
dated September 30, 2003 included in the Company's Annual Report on Form 10-KSB,
and should be read in conjunction with the notes thereto.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim period presented have been made. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the year.
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".
Subsequent Events
In July 2004, The Company signed an agreement to acquire G2 Software Systems, Inc.
G2 Software Systems, Inc. in San Diego County, is a privately held company founded
in 1989 that is a recognized leader in providing a full range of high-quality
software development and systems engineering solutions to clients that include
top defense contractors and government agencies. As part of this transaction,
the Company entered into a further agreement with an investment banker to raise
the necessary funds required to close this acquisition utilizing the sale of
the Company’s securities . There can be no assurance that we will obtain such
financing.
In August 2004, former state senator and federal government official, Richard
T. Hines, now a leading international political and business development
consultant, has joined the board of directors.
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
On December 15, 2003, the Company entered into an Agreement and Plan of
Merger By and Between Technology Consulting Partners, Inc., and Technoconcepts,
Inc. and the stockholders of TechnoConcepts Inc., a Nevada corporation, 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
transaction was completed on February 17, 2004 as reported in the Current Report
on Form 8-K, dated February 18, 2004, and incorporated herein by reference.
On April 15, 2004, registrant amended its Articles of Incorporation to change
its name to TechnoConcepts, Inc.
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 ten-channel optical
receiver capable of one gigabit per second operation; a 1.6 GHz delta-sigma
modulator; and mixed-signal, multi-chip circuit modules, Technoconcepts has
developed a patented technology which it has named True Software Radio ("TSR"
trademark pending). 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. TechnoConcepts
business will become the business of the Company.
LIQUIDITY AND CAPITAL RESOURCES.
Our principal sources of operating capital have been private sales of common
stock and debt instruments. As of June 30, 2004, we had working
capital of $392,537.
During the 9 months ended June 30, 2004, we issued 760,919 shares of common
stock for $334,083.
We issued 4,529,530 shares for services rendered. Of these, 879,000 shares
(valued at $351,600) were issued to one of our officers and director; and
3,650,530 shares (valued at $825,329) were issued for consulting services to
non-employees.
While we are a developmental stage corporation we believe that our cash flows
generated from operations may not be sufficient to fund operations. Accordingly,
it is likely that we will require additional funding through private and public
securities offerings. There can be no assurance that we will obtain such
financing.
RESULTS OF OPERATIONS - PERIOD ENDED June 30, 2004
We incurred General and Administrative expenses of $1,827,831 as a result of
overhead expenses including investor relations, investment banking fees,
consulting costs, engineering costs, research and development costs and
professional fees.
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ITEM 3. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our President we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this report, and,
based upon his evaluation, he has concluded that these controls and procedures
are effective. There were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
date of his evaluation.
Disclosure controls and procedures are our controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our management, including our
principal executive officer and principal financial officer, as appropriate to
allow timely decisions regarding required disclosure.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
During the nine months ended June 30, 2004, we issued 4,529,530 shares for
services rendered. Of these, 879,000 shares (valued at $351,600) were issued to
one of our officers and director; and 3,650,530 shares (valued at $825,329) were
issued for consulting services to non-employees. Some of the outside consultants
have become employees and/or officers of the Company. All shares issued in the
aforementioned transactions are subject to rule 144 and are restricted securities.
During the same period an additional 760,919 shares of common stock were sold
for cash of $334,083 to approximately forty persons, all sold under Section 504
of Regulation D under the Securities Act of 1933, as amended. The exemption from
registration afforded by Section 3(b) and/or Section 4(2) under the Act is
claimed with respect this transaction.
There were no underwriting discounts or commissions paid with respect to the
cash sales.
ITEM 3. Defaults Upon Senior Securities.
None.
ITEM 4. Submission of Matters to a Vote of Security Holders.
None.
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ITEM 5. Other Information.
None.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
31.1 Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
32.1 Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350
(b) Reports on Form 8-K.
Current Report on Form 8-K filed February 18, 2004 to report under Item 1,
Change in Control of Registrant, the closing of a reverse acquisition of
registrant pursuant to which registrant acquired all of the outstanding shares
of TechnoConcepts, Inc., a Nevada corporation, capital stock in exchange for a
controlling interest in registrant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TECHNOCONCEPTS, INC.
(formerly Technology Consulting Partners, Inc.)
Date: August 23, 2004 By: /s/ Antonio E. Turgeon
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Antonio E. Turgeon
Chief Executive and Financial
Officer
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