Technoconcepts 10QSB 2005 Q2 Quarterly report (small business)

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 March 31, 2005

Commission File Number 333-90682

TechnoConcepts, Inc.

(Exact name of small business issuer as specified in its charter)

Colorado

84-1605055

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

6060 Sepulveda Blvd. Suite 202

Van Nuys, Ca. 91411

(Address of principal executive offices)

(818) 988-3364

(Registrant's telephone number including area code)

15531 Cabrito Road

Van Nuys, CA 91406

(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.

[X ] Yes [ ] No

As of March 31, 2005, the Registrant had 25,624,151 shares of common stock, no par value, outstanding.

Transitional Small Business Disclosure format:

Yes [ ] No [ X ]

INDEX

Page No.

Part I: Financial Information

Item 1. Financial Statements

Condensed balance sheet, March 31, 2005 (unaudited)

Condensed statement of operations, six and three months ended March 31, 2005,

Six and three three months ended March 31, 2004 and May 26, 2003 (inception)

through March 31, 2005 (unaudited)

Condensed statements of cash flows, six months ended March 31, 2005,

six months ended March 31, 2004 and May 26, 2003 (inception)

through March 31, 2005 (unaudited)

Notes to condensed financial statements (unaudited)

Item 2. Management's Discussion and Analysis or Plan of Operations

Item 3. Controls and Procedures

Part II. Other Information

Item 1. Legal Proceedings

Item 2. Changes in Securities

Item 3. Defaults Upon Senior Securities

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

Item 5. Other Information

Item 6. Exhibits

Signatures

PART I. Financial Information

ITEM 1. FINANCIAL STATEMENTS

TechnoConcepts, Inc.

(A Corporation In The Development Stage)

Balance Sheets

March 31,

September 30,

2005

2004

(Unaudited)

ASSETS

Current assets:

Cash

$ 1,487,176

$ 66,558

Marketable securities

1,916,974

Accounts receivable

50,000

Prepaid expenses

727

Total current assets

3,454,877

67,285

Fixed assets, net

102,803

28,743

Other assets:

Intellectual property and patents

8,000,000

Deposits

41,629

Debt issuance costs, net

362,212

82,875

Total assets

$11,961,521

$8,178,903

See accompanying notes to financial statements.

TechnoConcepts, Inc.

(A Corporation In The Development Stage)

Balance Sheets

March 31,

September 30,

2005

2004

(Unaudited)

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accounts payable

$ 104,417

$ 9,000

Due to related parties

15,000

160,000

Convertible notes payable

921,985

Accrued expenses payable

53,006

258,989

Total current liabilities

172,423

1,349,974

Convertible notes payable, net of unamortized debt issuance costs

1,110,266

Total liabilities

1,282,689

1,349,974

Shareholders' equity:

Preferred stock, no par value, 10,000,000

shares authorized, 32,000 and 16,000 shares

issued and outstanding

Series B Preferred, 800 authorized, 800 and 0

issued and outstanding

2,000,000

Common stock, no par value, 50,000,000

shares authorized, 25,624,151 and 24,852,671 shares

issued and outstanding

25,624

24,852

Additional paid in capital

13,561,492

9,048,984

Subscriptions receivable

(4,008)

Unrealized holding loss

(83,026)

Deficit accumulated during the development stage

(4,825,290)

(2,240,931)

Total stockholders' equity

10,678,832

6,828,929

Total liabilities and shareholders' equity

$11,961,521

$8,178,903

See accompanying notes to financial statements.

TechnoConcepts, Inc.

( A Corporation In The Development Stage)

Statements of Operations

(Unaudited)

May 26, 2003

Six months ended March 31,

Three months ended March 31,

(Date of Inception)

2005

2004

2005

2004

To March 31, 2005

Revenues:

Earned revenue

$ --

Operating expenses:

General and administrative

1,657,013

1,073,744

1,197,477

132,390

3,645,039

Total operating loss

(1,657,013)

(1,073,744)

(1,197,477)

(132,390)

(3,645,039)

Other income (expense):

Other income

3,000

Debt issuance costs

(697,810)

(393,934)

(899,078)

Interest expense, net

(229,536)

(743)

(168,497)

(284,173)

Net loss

$ (2,584,359)

$(1,074,487)

$(1,759,908)

$ (132,390)

$(4,825,290)

Other comprehensive loss:

Net loss

$(2,584,359)

$(1,074,487)

$(1,759,908)

$ (132,390)

(4,825,290)

Unrealized holding loss on

investment securities

(83,026)

(--)

(83,026)

Total comprehensive loss

$ (2,667,385)

$(1,074,487)

$(1,759,908)

$ (132,390)

$(4,908,316)

Weighted shares outstanding:

Basic

25,238,411

7,930,320

25,624,151

7,930,320

Diluted

25,238,411

7,930,320

25,624,151

7,930,320

Loss per share:

Basic

$ (.10)

$ (.14)

$ (.07)

$ (.02)

Diluted

(.10)

(.14)

(.07)

(.02)

See accompanying notes to financial statements.

TechnoConcepts, Inc.

( A Corporation In The Development Stage)

Statements of Cash Flows

(Unaudited)

October 1, 2004

October 1, 2003

May 26, 2003

to March 31,

March 31,

(Date of Inception)

2005

2004

To March 31, 2005

Cash flows from operating activities:

Net loss

$ (2,584,359)

$(1,074,487)

$(4,825,290)

Adjustments to reconcile net loss from operations to

net cash used in operating activities:

Depreciation

6,270

7,826

Amortization of debt costs

781,397

982,665

Changes in operating assets and liabilities:

Increase in other assets

(91,629)

(727)

(92,356)

Increase in accounts payable

95,417

460,874

577,742

(Decrease) increase in accrued expenses

(239,342)

340,455

175,179

Net cash flows from operating activities

(2,032,246)

(273,885)

(3,174,234)

Cash flows from investing activities:

Acquisition of fixed assets

(80,330)

(10,100)

(110,459)

Cash flows from financing activities:

Proceeds from notes payable

3,975,000

500,000

5,213,675

Debt acquisition costs

(445,800)

Stock subscriptions received

4,008

Net cash flows from financing activities

3,533,208

500,000

4,771,883

Net change in cash and cash equivalents

1,420,632

216,015

1,487,190

Cash and cash equivalents, beginning of period

66,558

166,245

Cash and cash equivalents, end of period

$1,487,190

$ 382,260

$1,487,190

Supplemental cash flow information:

Interest paid

$ --

Income taxes paid

$ --

Non-cash investing and financing activities

Acquisition of intellectual property

8,000,000

Shares issued in payment of consulting fees

464,348

Shares issued for conversion of convertible debt

and interest

1,233,883

1,549,816

See accompanying notes to financial statements.

TechnoConcepts, Inc.

( A Corporation In The Development Stage)

Notes to Financial Statement

March 31, 2005

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Information - The unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) which are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally presented in annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulation s. The condensed consolidated financial statements should be read in conjunction with the description of business and management's plan of operations, contained in the Company's Annual Report on Form 10-KSB/A for the year ended September 30, 2004, and the financial statement information contained in the Company's quarterly reports on Form 10-QSB/A for the quarter ended December 31, 2004. The results of operations for the six months and three months ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ending September 30 2005, or for any future period.

The accounting policies followed by the Company are set forth in Note 1 to the Company's financial statements included in its Annual Report on Form 10-KSB/A for the fiscal year ended September 30, 2004.

Marketable Securities - The Company accounts for marketable securities in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 115 "Accounting for Certain Investments in Debt, and Equity Securities". Under this standard, certain investments in debt and equity securities are reported at fair value. The Company's marketable securities, which consist primarily of common stock, are being reported as securities available for sale.

The unrealized loss on these securities is reflected as a separate component of shareholders’ equity and any changes in their value are included in comprehensive loss. The value of these securities at March 31, 2005 is as follows:

Cost

$2,000,000

Cumulative unrealized loss

83,026

$1,916,974

TechnoConcepts, Inc.

( A Corporation In The Development Stage)

Notes to Financial Statement

March 31, 2005

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Intellectual Property – Intellectual property consists of patents, copyrights and trademarks purchased from TechnoConcepts (CA). These assets are being used in the development of the Company’s products. The Company expects to amortize these costs over a five year period ($1,600,000 per year) commencing with the salability of the Company’s products, currently expected to be in the third quarter of the current fiscal year. .

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

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:

	Six Months Ended
	March 31,	March 31,
	2005	2004

Net loss as reported	$ (2,584,359)	$ (1,074,487)
Effect of stock options, net of tax	(272,417)	--

Proforma net loss	$ (2,856,776)	$ (1,074,487)
Proforma diluted loss per share	$ (.12)	$ (.12)

TechnoConcepts, Inc.

( A Corporation In The Development Stage)

Notes to Financial Statement

March 31, 2005

NOTE 2 SERIES B PREFERRED STOCK

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

Shares of Series B Preferred Stock will bear dividends, payable quarterly at the rate of ten per cent per annum or $250.00 per Preferred Share. Such dividends shall be payable in cash or common stock, as the Board of Directors shall determine.

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

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

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

The shares of Series B Preferred Stock are redeemable, at the option of the holders, for 125% of the par value, plus all accrued and unpaid dividends, if the Company (i)fails to issue shares of Common Stock to a holder upon conversion of any Preferred Shares, and such failure continues for ten (10) Business Days; (ii) breaches, in a material respect, any material term or condition of the Company’s Certificate of Incorporation or any other agreement, document, certificate or other instrument delivered in connection with the transactions contemplated by the Preferred Stock Securities Purchase Agreement and such breach continues for a period of five (5) Business Days after written notice thereof to the Company; or (iii) any material representation or warranty made by the Company in any agreement, document, certificate or other instrument deliver ed to the Preferred Stock Buyer prior to the date of issuance is inaccurate or misleading in any material respect as of the date such representation or warranty was made due to voluntary action undertaken by the Company or a failure by the Company to take action.

TechnoConcepts, Inc.

( A Corporation In The Development Stage)

Notes to Financial Statement

March 31, 2005

NOTE 3 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, $485,000 has been paid. The remaining balance of $15,000 is accrued at March 31, 2005. In addition these founders received 1,109,184 shares in the original capitalization of the Company.

NOTE 4 GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has a cumulative loss from operations of $4,825,290 and a cumulative negative cash flow from operations of $3,174,234, which raises doubt about its ability to continue as a going concern. These financial statements do not include any adjustment that might result from the outcome of this uncertainty.

The Company’s ability to continue as a going concern is dependent upon successfully raising funds through debt and equity financing and ultimately achieving profitable operations. Towards these ends, the Company raised $5,775,000 through two offerings of securities in November 2004. 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 5 CONVERTIBLE DEBENTURES

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

The Debentures are due and payable on November 17, 2006 and are convertible into shares of Common Stock at $2.50 per share, subject to certain customary anti-dilution adjustments. Interest on the Debentures is due quarterly on the last day of each calendar quarter and may, at the Company’s discretion, be paid in cash or shares of Common Stock assuming certain conditions are satisfied (including, that the shares of Common Stock issuable upon conversion of the Debentures have been registered for resale to the public with the Securities and Exchange Commission). In addition, the Company may require the conversion of the Debentures into shares of Common Stock if certain conditions are satisfied, including without

TechnoConcepts, Inc.

( A Corporation In The Development Stage)

Notes to Financial Statement

March 31, 2005

NOTE 5 CONVERTIBLE DEBENTURES (continued)

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.

NOTE 6 PREFERRED STOCK 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 sold 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 of $2,000,000. The Warrants are identical to the Warrants issued to the Buyers.

NOTE 7 PAYMENT OF STOCK SUBSCRIPTION

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

NOTE 8 LEASE

The Company leases its office facilities under an operating lease that expires in 2008 next five years. Future minimum rentals on the leases are as follows:

Year ended September 30,
2005	$ 81,528
2006	165,358
2007	170,314
2008	71,835
	$489,035

ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Except for historical information, the material contained in this Management’s Discussion and Analysis or Plan of Operation is forward-looking. For the purposes of the Safe Harbor protection for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995, readers are urged to review the list of certain important factors set forth in “Cautionary Statement for Purposes of the “Safe Harbor Provision of the Private Securities Litigation Reform Act of 1995” contained in the Company’s annual report on Form 10-KSB for the fiscal year ended September 30, 2004, which may cause actual results to differ materially from those described.

As of March 31, 2005, the Company has working capital of $3,282,454, cumulative losses from operations of $4,825,290 and a cumulative negative cash flow from operations of $3,174,234. 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, marketing, 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 9 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.

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.

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 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, TechnoConcepts, Inc. entered into an Agreement and Plan of Acquisition (the “Agreement”) with Asanté Technologies, Inc. (“Asanté”). Pursuant to the Agreement, TechnoConcepts will acquire all of the assets and business of Asanté and substantially all of the liabilities of Asanté in exchange for 1,111,111 shares of TechnoConcepts’ restricted common stock, valued, for purposes of this transaction, at $4.50 per share for an aggregate value of $5 million. In addition, the Agreement includes a two year earn-out provision whereby TechnoConcepts will issue additional shares of its restricted common stock worth $1,500,000 in each year of 2005 and 2006 if certain revenue goals are achieved.

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.

The Company currently has seventeen full time employees and anticipates having to increase its staff substantially in the future in order to execute the Company’s strategy.

RESULTS OF OPERATIONS - Period Ended March 31, 2005

We incurred General and Administrative expenses of $1,657,013 as a result of overhead expenses including investor relations, investment banking fees, consulting costs, engineering costs, research and development costs and professional fees. For the same period ended March 31, 2004, we incurred expenses of $1,073,744.

ITEM 3. 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 quarterly period 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.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings.

None.

ITEM 2. Changes in Securities and Use of Proceeds

None.

ITEM 3. Defaults Upon Senior Securities.

None

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

None.

ITEM 5. Other Information.

None.

ITEM 6. Exhibits

31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350

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.

Date: May 23, 2005

TECHNOCONCEPTS, INC.

(formerly Technology Consulting Partners, Inc.)

By: /s/ Antonio E. Turgeon

Antonio E. Turgeon

Chief Executive Officer

Date: May 23, 2005

By: /s/ Michael Handelman

Michael Handelman

Chief Financial Officer

Technoconcepts Inactive 10QSB2005 Q2 Quarterly report (small business)