Catcher 10QSB 2006 Q3 Quarterly report (small business)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-QSB

(Mark One)

x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2006

¨ Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from                    to                    

Commission file number 000-50299

Catcher Holdings, Inc.

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

Delaware	62-1751433
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

39526 Charlestown Pike, Hamilton, VA 20158-3322

(Address of principal executive offices)

(540) 882-3087

(Issuer’s telephone number, including area code)

(Former name, former address and former fiscal year, 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 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes  x    No  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    Yes  ¨    No  x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

Class	Outstanding at November 6, 2006
Common Stock, $.001 par value per share	19,828,277

Transitional Small Business Disclosure Format (check one): Yes  ¨    No  x

TABLE OF CONTENTS

	Page
PART I. Financial Information	3
Item 1. Financial Statements
Consolidated Statements of Operations for the three and nine months ended September 30, 2006 and 2005 and Period from Inception (March 31, 2004) to September 30, 2006 (Unaudited)	3
Consolidated Balance Sheets as of September 30, 2006 (Unaudited) and December 31, 2005	4
Consolidated Statements of Cash Flows for the nine months ended September 30, 2006 and 2005 and Period from Inception (March 31, 2004) to September 30, 2006 (Unaudited)	5
Consolidated Statements of Shareholders’ Equity for the Period from Inception (March 31, 2004) to September 30, 2006 (Unaudited)	6
Notes to Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Plan of Operation	17
Item 3. Controls and Procedures	31
PART II Other Information	31
Item 1. Legal Proceedings	31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3. Defaults Upon Senior Securities	31
Item 4. Submission of Matters to a Vote of Security Holders	31
Item 5. Other Information	31
Item 6. Exhibits	32
SIGNATURES	33
CERTIFICATIONS AND EXHIBITS

2

PART I. FINANCIAL INFORMATION

Item I – Consolidated Financial Statements

CATCHER HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended						Period from Inception (March 31, 2004) to September 30, 2006
	September 30, 2006			September 30, 2005			September 30, 2006			September 30, 2005 As Restated (see Note 3)
Net revenue	$	—		$	—		$	—		$	—		$	—
Operating expenses:
Research and development expenses		1,056,382			785,613			2,399,624			1,730,121			5,526,876
Selling, general and administrative expenses		2,620,589			832,590			4,500,357			4,672,012			10,254,361
Operating loss		(3,676,971	)		(1,618,203	)		(6,899,981	)		(6,402,133	)		(15,781,237	)
Financing costs		—			—			(1,073,462	)		—			(1,073,462	)
Interest income (expense), net		21,971			8,906			73,922			(25,841	)		57,225
Loss from operations before income taxes		(3,655,000	)		(1,609,297	)		(7,899,521	)		(6,427,974	)		(16,797,474	)
Income taxes		—			—			—			—			—
Net loss	$	(3,655,000	)	$	(1,609,297	)	$	(7,899,521	)	$	(6,427,974	)	$	(16,797,474	)
Loss per share:
Basic & Diluted	$	(0.21	)	$	(0.13	)	$	(0.49	)	$	(0.90	)	$	(1.86	)
Weighted-average number of shares outstanding – Basic and Diluted:		17,139,718			12,500,390			16,275,630			7,168,765			9,018,966

See Notes to Consolidated Financial Statements.

3

CATCHER HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

	September 30, 2006			December 31, 2005
	(unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	843,151		$	913,182
Prepaid expenses and other current assets		2,143,460			566,671
Total current assets		2,986,611			1,479,853
Fixed assets, net		855,319			320,862
Deposits		14,904			4,857
Total Assets	$	3,856,834		$	1,805,572
Liabilities and Shareholders’ Equity
Current Liabilities:
Accounts payable	$	430,259		$	463,470
Accrued and other current liabilities		911,667			647,703
Total current liabilities		1,341,926			1,111,173
Total Liabilities		1,341,926			1,111,173
Shareholders’ Equity:
Common Stock, $0.001 value, 50,000,000 shares authorized; 17,139,718 (unaudited) and 13,578,970 shares outstanding, respectively		17,139			13,578
Preferred Stock, $0.001 par value, 1 million shares authorized; 1 share outstanding		—			—
Additional paid in capital		19,295,243			9,578,774
Deficit accumulated during the development stage		(16,797,474	)		(8,897,953	)
Total Shareholders’ Equity		2,514,908			694,399
Total Liabilities and Shareholders’ Equity	$	3,856,834		$	1,805,572

See Notes to Consolidated Financial Statements.

4

CATCHER HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended						Period from Inception (March 31, 2004) to
	September 30, 2006			September 30, 2005			September 30, 2006
				As Restated (see Note 3)
Cash Flows From Operating Activities:
Net loss	$	(7,899,521	)	$	(6,427,974	)	$	(16,797,474	)
Adjustments to reconcile net cash used in operating activities:
Depreciation		11,078			366			12,234
Non-cash stock-based compensation expense		1,650,194			3,506,101			5,272,658
Warrants issued in connection with consulting contract		—			17,030			17,030
Non-cash interest expense		—			41,345			41,345
Non-cash financing costs		1,073,462			—			1,073,462
Changes in assets and liabilities:
Prepaid expenses and other assets		(1,576,789	)		—			(2,143,460	)
Other Assets		(10,047	)		(20	)		(14,904	)
Accounts payable		(33,211	)		(636,854	)		430,259
Accrued and other liabilities		263,964			486,932			911,667
Net cash used in operating activities		(6,520,870	)		(3,013,074	)		(11,197,183	)
Cash Flows Used In Investing Activities:
Capital expenditures, net		(545,535	)		(8,428	)		(867,553	)
Cash Flows From Financing Activities:
Proceeds from issuance of Common Stock and warrants net of $606,789, $207,478 and $814,267 in issuance costs for the nine months ended September 30, 2006, 2005 and for the period from inception (March 31, 2004) through September 30, 2006, respectively		6,098,211			4,293,690			10,391,901
Proceeds from issuance of Common Stock		—			17			17
Repayment of Debt		—			(30,000	)		—
Proceeds from exercise of warrants		898,163			—			2,515,969
Net cash provided by financing activities		6,996,374			4,263,707			12,907,887
Net increase (decrease) in cash and cash equivalents		(70,031	)		1,242,205			843,151
Cash and cash equivalents at beginning of period		913,182			364			—
Cash and cash equivalents at end of period	$	843,151		$	1,242,569		$	843,151

See Notes to Consolidated Financial Statements.

5

CATCHER HOLDINGS, INC.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Period from Inception (March 31, 2004) to September 30, 2006

	Number of Shares of Preferred Stock		Preferred Stock $0.001 par value			Number of Shares of Common Stock	Common Stock $0.001 par value		Additional Paid In Capital			Deficit Accumulated During the Development Stage			Total
Balance at Inception(1)	1		$	—		2,232,333	$	2,232	$	(2,232	)	$	—		$	—
Net loss	—			—		—		—		—			(748,366	)		(748,366	)
Balance at 12/31/04	1		$	—		2,232,333	$	2,232	$	(2,232	)	$	(748,366	)	$	(748,366	)
Issuance of convertible preferred stock to employees and consultants on April 21, 2005	454,735			455		—		—		3,236,813			—			3,237,268
Issuance of Common Stock for services and interest expense on April 21, 2005	—			—		348,515		349		309,830			—			310,179
Issuance of Common Stock and warrants to private investors on May 4, 2005	—			—		4,500,386		4,500		4,289,190			—			4,293,690
Issuance of Common Stock to U.S. Telesis, Inc. shareholders on May 4, 2005	—			—		1,781,295		1,781		(1,764	)		—			17
Conversion of convertible preferred stock to Common Stock on June 23, 2005	(454,735	)		(455	)	3,637,904		3,638		(3,183	)		—			—
Issuance of warrants to consultants on June 23, 2005	—			—		—		—		17,030			—			17,030
Issuance of Common Stock pursuant to warrant exercises in October 2005	—			—		1,078,537		1,078		1,616,728			—			1,617,806
Compensation Expense	—			—		—		—		116,362			—			116,362
Net loss	—			—		—		—		—			(8,149,587	)		(8,149,587	)
Balance at 12/31/05	1		$	—		13,578,970	$	13,578	$	9,578,774		$	(8,897,953	)	$	694,399
Issuance of Common Stock pursuant to warrant exercises in February 2006(unaudited)	—			—		598,748		599		897,564			—			898,163
Issuance of warrants to consultants on June 23, 2005(unaudited)	—			—		—		—		1,073,462			—			1,073,462
Issuance of Common Stock and warrants on March 15 and 17, 2006(unaudited)	—			—		2,682,000		2,682		6,095,529			—			6,098,211
Issuance of Common Stock on March 16, 2006 to directors and employees (unaudited)	—			—		280,000		280		(280	)		—			—
Compensation Expense(unaudited)	—			—		—		—		1,650,194			—			1,650,194
Net Loss(unaudited)	—			—		—		—		—			(7,899,521	)		(7,899,521	)
Balance at 9/30/06 (unaudited)	1		$	—		17,139,718	$	17,139	$	19,295,243		$	(16,797,474	)	$	2,514,908

(1) The Common Share amount represents common stock of the Company issued to the sole owner of LCM Technologies, Inc. upon the conversion of his preferred stock on June 23, 2005 as if they were outstanding at the inception of LCM Technologies, Inc. Ira Tabankin was issued 279,043 shares of Convertible Preferred Stock on April 21, 2005, of which 279,042 were converted on June 23, 2005 into 2,232,333 shares of Common Stock. Mr. Tabankin still holds one share of Convertible Preferred Stock.

See Notes to Consolidated Financial Statements.

6

CATCHER HOLDINGS, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

(1) Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared by Catcher Holdings, Inc. (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the Company’s financial statements and notes thereto for the year ended December 31, 2005 as filed on Form 10-KSB with the SEC on March 29, 2006 and amended by Form 10-KSB/A as filed with the SEC on September 20, 2006. The accompanying consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of results for the interim periods presented. The results of operations for the three and nine months ended September 30, 2006 are not necessarily indicative of the results to be expected for the full fiscal year.

(2) Nature of Business

Effective May 4, 2005, Catcher, Inc. merged with and into Catcher Holdings, Inc. (formerly U.S. Telesis Holdings, Inc. (“UST”)) (the “Company”) with Catcher, Inc. as the survivor for accounting purposes (the “UST Merger”). Just prior to the UST Merger on April 28, 2005, Catcher, Inc. completed an asset purchase of LCM Technologies, Inc. (“LCM”) with LCM as the survivor for accounting purposes (the “LCM Merger”). Both the UST Merger and the LCM Merger (collectively “the Mergers”) were treated as a reverse merger from an historical accounting perspective, and accordingly the period from inception of the Company begins on March 31, 2004, the date of inception of LCM. The financial statements of the Company, as presented, reflect the historical results of LCM prior to the Mergers, and of the combined entities following the Mergers, and do not include the historical financial results of UST prior to the consummation of the UST Merger. Stockholders’ equity has been retroactively restated to reflect the number of shares received in the Mergers after giving effect to the difference in par value, with the offset to additional paid-in capital.

Catcher Holdings, Inc., a Delaware Corporation, is in the business of developing, manufacturing and distributing a portable, ruggedized, wireless handheld security device (the “CATCHER^™”) device. The Company is in the process of completing development of its first product and has begun production of the first evaluation units of its product. In addition, the Company commenced commercial production during the third quarter of 2006 and began shipping units during the fourth quarter of 2006.

(3) Restatement of Prior Period Financial Statements

In its originally filed consolidated financial statements for the nine months ended September 30, 2005, the Company recorded, as acquired research and development expense, the value of shares issued to Ira Tabankin in Catcher Inc. prior to the UST Merger described in Note 2. Subsequent to the issuance of such consolidated financial statements, the Company determined that such shares should not have been recorded at fair value. Rather, since LCM was considered the accounting acquirer, no value was assigned to the shares issued (see Note 2).

As a result, the Company’s consolidated financial statements for the nine months ended September 30, 2005 have been restated.

The impact of this correction of an error was a reduction in acquired research and development expense in the Company’s Statement of Operations by $1,986,784 for each of the nine month period ended September 30, 2005. Consequently, the additional paid in capital and deficit accumulated during the development stage originally recorded in the consolidated balance sheets as of September 30, 2005 were overstated by $1,986,784, and have been reduced by that amount in the restated financial statements. Certain line items in the Company’s consolidated statement of cash flows and statement of stockholders equity have been restated as a result of the correction of an error identified above.

In addition, the Company reclassified $41,345 from acquired research and development expense into interest expense for each of the nine month period ended September 30, 2005. This amount represents the value of the Catcher, Inc. shares issued to certain promissory note holders as consideration for the release of all claims to certain intellectual property of LCM that collateralized certain defaulted loans to LCM.

7

A summary of the significant effects of the restatement for the nine months ended September 30, 2005 is presented in the tables below.

Statements of Operations

	Nine Months Ended September 30, 2005
	As Reported			As Restated
Selling, general and administrative expenses	$	4,671,212		$	4,672,012
Stock-based Compensation1		—			—
Acquired Research and Development		2,208,129			—
Interest income (expense), net		15,504			(25,841	)
Loss from operations		(8,413,958	)		(6,427,974	)
Income Taxes		800			—
Net loss		(8,414,758	)		(6,427,974	)
Loss per share:
Basic & Diluted	$	(1.47	)	$	(0.90	)
Weighted-average number of shares outstanding - Basic and Diluted		5,742,982			7,168,765

1 Reclassified to selling, general and administrative and research and development expenses. (See note 5).

Statements of Cash Flow

	Nine Months Ended September 30, 2005
	As Reported			As Restated
Net loss	$	(8,414,758	)	$	(6,427,974	)
Non-cash stock-based compensation expense		2,208,129			—
Non-cash interest expense		—			41,345

The restated numbers are reflected in the accompanying financial statements for the nine months ended September 30, 2005.

(4) Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Subsequent to the acquisition of Catcher, the Company has continued to develop the technology acquired with a goal of developing a device that is ready for sale. The Company’s ability to continue as a going concern depends on a number of factors, including but not limited to, the ability to get its product to market and the ability to raise additional capital if required. During the year ended December 31, 2005 and the nine months ended September 30, 2006, the Company incurred losses of $8,149,587 and $7,899,521 (unaudited), respectively. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company intends to continue seeking additional financing to fund its operations. There can be no assurance that such financing will be available on terms acceptable to the Company, or at all.

(5) Summary of Significant Accounting Policies

Revenue Recognition

The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition. Under these guidelines, revenue is recognized when persuasive evidence of an arrangement exists, shipment has occurred or services rendered, the price is fixed or determinable and payment is reasonably assured. Under these requirements, when the terms of sale include customer acceptance provisions, and compliance with those provisions has not been previously demonstrated, revenues are deferred and recognized upon acceptance. To date, we have shipped hand built units to customers for evaluation and testing purposes as well as units built on the production line (“Production Units”). Revenue on production units will be recognized once acceptance has occurred.

Net Loss per Common Share

Basic loss per share is computed by dividing net loss for the period by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares plus the dilutive effect of outstanding warrants. Approximately 7.1 million and

8

4.6 million shares at September 30, 2006 and 2005, respectively, that are reserved for issuance upon conversion of preferred stock and from the exercise of warrants and options were excluded from the calculation of diluted earnings per share because they were anti-dilutive.

Income Taxes

The Company accounts for income taxes using the asset and liability method, as provided by SFAS No. 109, Accounting for Income Taxes (SFAS 109) which requires the recognition of deferred tax assets and liabilities for the future tax consequences of temporary differences between the financial statement and tax basis carrying amounts of assets and liabilities. No income taxes were provided since the Company incurred losses from its inception. Management evaluates the available evidence about future taxable income and other possible sources of realization of deferred tax assets. The valuation allowance reduces deferred tax assets to an amount that represents management’s best estimate of the amount of such deferred tax assets that are more likely than not to be realized. Due to the uncertainty of future taxable income, no future tax benefits have been recognized.

Stock Based Compensation

During the fourth quarter of 2005 the Company adopted SFAS No. 123R, Share Based Payment (SFAS 123R) using the modified prospective transition method and SAB No. 107 regarding SFAS 123R (SAB 107). In accordance with the modified prospective transition method, the Company’s Consolidated Financial Statements for prior periods have not been restated to reflect, and do not include, the impact of SFAS 123(R). Prior to adoption of these statements the Company did not issue any options for which a grant date, as defined, was achieved.

Under SFAS 123R and SAB 107, compensation is measured on the grant date of an award and recognized over the service period for which the award was granted, generally the vesting period. Compensation is equal to the fair value of the award determined using a binomial option-pricing model. The binomial option-pricing requires subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior. The risk-free rate selected to value any particular grant is based on the U.S Treasury rate that corresponds to the pricing term of the grant effective as of the date of the grant. The expected volatility is partially based on the historical volatility of the Company’s stock price. As a result of the Company’s thinly traded stock, these estimates may not be indicative of fair value; but the Company believes that they provide a reasonable basis for its conclusions. These factors could change in the future, affecting the determination of stock-based compensation expense in future periods.

Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. The Company records stock-based compensation expenses for instruments with graded vesting using the straight line method over the vesting period, but in no event shall the amount expensed be less than the aggregate fair value of shares vested under such instruments. Stock-based compensation expense recognized in the Company’s Consolidated Statement of Operations for the year ended December 31, 2005 does not include compensation expense for share-based payment awards granted prior to, but not yet vested prior to the adoption of SFAS 123R since no instruments were outstanding. As stock-based compensation expense recognized in the Consolidated Statement of Operations for the year ended is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. SFAS 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company has estimated that no awards will be forfeited under the current award since that award contains acceleration provisions upon termination.

SFAS 123(R) requires the cash flows resulting from the tax benefits resulting from tax deductions in excess of the compensation cost recognized for those options to be classified as financing cash flows. Due to the Company’s loss position, there were no such tax benefits during the year ended December 31, 2005 or for the three and nine months ended September 30, 2006. Prior to the adoption of SFAS 123(R) those benefits would have been reported as operating cash flows had the Company received any tax benefits related to stock option exercises.

No instruments were issued during the three and nine months ended September 30, 2006 and 2005 which required valuation under an option-pricing model (see Note 12). During the nine months ended September 30, 2006, the Company issued 280,000 shares of restricted stock to an officer and the three independent members of the board of directors for services to be provided. The weighted average fair value of these shares on their grant date was $3.69 based on the market price of the Company’s Common Stock on that date. The restricted stock grants vest on various dates over a three year period. Compensation expense is being recognized over the vesting period.

9

The Company’s net loss for the three and nine months ended September 30, 2006 was approximately $3,655,000 and $7,899,000, respectively. As a result of adopting SFAS 123(R) during the fourth quarter of 2005, the Company did not record any stock-based compensation since no instruments were outstanding prior to adoption. The Company’s net loss for the three and nine months ended September 30, 2006 was approximately $1,060,000 and $1,125,000 higher than it would have been if it had continued to account for share-based compensation under APB Opinion No. 25. The Company’s net loss per common share, basic and diluted, for the three and nine months ended September 30, 2006 was approximately $0.02 higher than if it had continued to account for share-based compensation under APB Opinion No. 25. The aggregate compensation expense to be recognized for unvested awards is approximately $517,000 which will be recognized over the next 2.33 years. The intrinsic value of vested awards which were unexercised as of September 30, 2006 was $0 as fair value of the Company’s stock was less than the exercise price for all awards.

Reclassifications

The Company has made certain reclassifications to the prior period financial statements to conform to the current period presentation. Reclassifications made in the accompanying financial statements had the following impact:

Statements of Operations

	Nine Months Ended September 30, 2005
	As Reported		As Restated
Research and development Expenses	$	1,461,474	$	1,730,121
Selling general and administrative expenses		1,417,528		4,672,012
Stock based compensation		3,523,131		—

(6) Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following at:

	September 30, 2006		December 31, 2005
	(unaudited)
Manufacturing Molds and Tooling	$	—	$	419,088
Units Released to Production		1,792,762		102,707
Software Royalties		156,250		32,813
Insurance		130,105		—
Consulting Fees		55,000		10,000
Other		9,343		2,063
Total	$	2,143,460	$	566,671

“Units released to production” consists of payments to the Company’s contract manufacturer to initiate production. These amounts will be recorded as inventory upon shipment of the completed product to the Company and as cost of sales when delivery and acceptance have occurred.

(7) Equity Transactions

May 2005 Private Placement

On May 4, 2005, the Company sold in a private placement 4,500,386 shares of Common Stock and warrants to purchase an additional 4,500,386 shares of Common Stock to private investors for net proceeds of $4,293,690 (the “May 2005 Private Placement”). The warrants vested immediately and expire in May of 2015. The warrants have exercise prices ranging from $1.00 to $1.50. The warrants are callable at the exercise price by the Company upon completing certain milestones defined in the agreement. The warrants were assumed by the Company in the UST Merger.

In connection with the May 2005 Private Placement, the Company entered into a Registration Rights Agreement (the “Prior Rights Agreement”) which provided that the Company would incur penalties if it failed to file a registration statement or have the filed registration statement declared effective within specified time frames. The Prior Rights Agreement was amended and restated on February 2, 2006 to eliminate the penalty provisions as set forth more fully below.

10

Series A Warrant Exercise and Series C Warrant Issuance

In October, 2005, a total of 22 investors holding Series A warrants to purchase shares of the Company’s Common Stock made a partial exercise of such Series A warrants purchasing approximately 1,108,000 shares of the Company’s Common Stock in exchange for aggregate proceeds to the Company of approximately $1.66 million. The Company did not issue approximately 30,000 shares of Common Stock until March 2006.

On February 2, 2006, the Company issued Series C Warrants to each Series A Holder (collectively, the “Participating Series A Holders”) that (i) exercised all Series A Warrants held by the Series A Holder, (ii) executed an Amended and Restated Registration Rights Agreement (the “Amended Rights Agreement”) and (iii) executed an Amendment No. 1 to the Series A and Series B Warrants (the “Warrant Amendment”), by February 2, 2006. An aggregate of 1,677,285 Series C Warrants were issued to the Participating Series A Holders and are now outstanding. The Series C Warrants are non-callable, entitle the holder to purchase one share of the Common Stock at $2.50 per share and are exercisable for a period of five years (the “Exercise Period”). The Company valued the Series C Warrants at $0.64 per share using a binomial option-pricing model. The Company recorded $1,073,462 of non cash financing costs in the nine months ended September 30, 2006 related to the issuance of these warrants.

In connection with the issuance of the Series C Warrants, the Company issued to the Participating Series A Holders an aggregate of 598,748 shares of our Common Stock upon the exercise of outstanding Series A Warrants held by such investors. The Company received total proceeds of approximately $898,000 in cash upon such exercises.

Amendment to Registration Rights Agreement

As noted above, on February 2, 2006, the Company entered into the Amended Rights Agreement, which, among other things, subordinates the contractual registration rights of Mr. Tabankin and Mr. Sander such that they will not have the right to register their shares on any registration statement until all of the Registrable Securities held by persons that are not affiliates of the Company have been registered.

The Amended Rights Agreement further provides that (i) all parties to the Amended Rights Agreement are to be subordinate to the registration rights to be granted in certain future financings by the Company; (ii) any amounts that may have been due to them on account of any default under the Prior Rights Agreement are waived and such penalty provisions are eliminated on a going forward basis; and (iii) the Company may, in its discretion, reduce the amount of Registrable Securities to be included in any registration statement on a pari passu basis with each other party to the Amended Rights Agreement and with any other parties as defined in the Amended Rights Agreement.

The Amended Rights Agreement further provides that, in the event that the Company receives, at any time after the consummation of one or more equity financings in which the Company receives gross proceeds of at least $10,000,000 in the aggregate (the “Next Financing”), a written request from the Holders of a majority of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least 25% of the then outstanding Registrable Securities and, following such request, the Company fails to include at least 70% of the securities so requested to be registered, (such excluded securities hereinafter referred to as the “Excluded Securities”) and fails to file an additional registration statement including the Excluded Securities as required by the registration rights agreement, the Company must pay, at the option of the holder, liquidated damages equal to either each holders’ pro-rata portion of $45,000 for each 30 day period in which the Company is in default, or each holders’ pro-rata portion of private placement units which could have been purchased for an aggregate of $45,000.

The Company has the ability to deliver unregistered shares as payment of liquidated damages under the agreement and has determined that the maximum potential liquidated damages that can be realized under the Amended and Restated Registration Rights Agreement does not represent a penalty as defined in EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock. Therefore, net-share settlement was presumed and liability classification was not appropriate, because the maximum liquidated damages was less than a reasonable discount between registered and unregistered shares. The Company believes that the contract does not require net-cash settlement and has classified the instrument as equity.

Amendment to Series A and Series B Warrants

On February 2, 2006, the Company also entered into the Warrant Amendment with the Participating Series A Holders. The Amendment changed the reference in Section 13 of the Series A Warrants and in Section 13 of the Series B Warrants to the “Registration Rights Agreement” to instead reference the “Amended and Restated Registration Rights Agreement, dated as of February 2, 2006, as amended from time to time.”

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March 2006 Private Placement

In January 2006, the Company entered into an agreement with a placement agent to conduct the offer of its securities in a private placement (“March 2006 Private Placement”). Certain of the Company’s stockholders have an ownership interest in the placement agent. The contract provides for the placement agent to be paid a fee equal to 8% of the gross proceeds received from the sale of units, comprised of two shares of the Company’s common stock and a Series D Warrant to purchase the Company’s Common Stock (“Units”), sold in the March 2006 Private Placement at $5.00 per unit. In addition, the Company is required to issue to the placement agent warrants to purchase Units equal to 8% of the Units sold in the March 2006 Private Placement. The placement agent will receive a reduced fee equal to 4% cash and 4% warrants to purchase Units on any proceeds invested by certain existing or known investors. In addition, the placement agent is entitled to receive 2% of the proceeds from the exercise of warrants issued in the March 2006 Private Placement, and for a period of 12 months from the closing date of the March 2006 Private Placement, the placement agent will receive 8% (or 4% if applicable, as stated above) of the aggregate gross proceeds of any securities sold to any investor who participated in the March 2006 Private Placement.

On March 15 and March 17, 2006, the Company completed the March 2006 Private Placement whereby it sold 2,682,000 shares of our Common Stock (the “Shares”) and issued Series D Warrants to purchase another 1,341,000 shares of its Common Stock (the “Series D Warrant Shares”) to accredited investors (as defined by Rule 501 under the Securities Act of 1933, as amended), resulting in proceeds, net of issuance costs, of approximately $6,100,000. Included in the issuance costs is the placement agent’s fee of $506,400. In addition, the Company issued a warrant to the placement agent to purchase 101,280 Units sold in the March 2006 Private Placement at $5.00 per Unit. The purchase of these Units would result in the issuance of an additional 202,560 shares of Common Stock and 101,280 Series D warrants to purchase Common Stock. The Series D warrants have an exercise price of $3.50 per share and expire 5 years from the date of issuance.

In connection with the March 2006 Private Placement, the Company entered into a Registration Rights Agreement which provides that the Company will file a registration statement with the SEC registering the Shares for resale within 45 days of the closing date and file a registration statement with the SEC registering the Series D Warrant Shares for resale no later than one year from the effectiveness of the registration statement relating to the Shares (the “March 2006 Registration Rights Agreement”). The Company may incur liquidated damages for every 30 days that it is in default of the following provisions:

• The Company fails to file registration statements,

• The Company fails respond to comments from the Commission on a timely basis,

• The registration statements are not declared effective by the Commission,

• After a registration statement is first declared effective by the Commission, if it ceases for any reason to remain continuously effective, as defined in the March 2006 Registration Rights Agreement, as to all registrable securities

The amount of liquidated damages is the amount of Shares and Warrants equal to one percent (1%) of the respective number of Shares and Warrants sold to such Investor pursuant to the Purchase Agreement which would be issued to investors for no additional cost. The 1% penalty would result in the issuance of warrants to purchase a maximum of an additional 13,410 Units during each month that the Company is in default.

The Company evaluated the Series D Warrants and related Registration Rights Agreement in accordance with EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock and has concluded that equity classification is appropriate due to the fact that the contract is required to be physically settled or net settled in shares of the Company’s Common Stock. The proceeds from the transaction have been allocated to the stock and the warrants based on their relative fair values. However, the Company aggregated the values for financial reporting purposes as both instruments have been classified as permanent equity. This financing transaction is included the Statement of Stockholders Equity under the caption “Issuance of Common Stock and warrants to private investors on March 15 and 17, 2006.”

On April 27, 2006, in connection with the March 2006 Private Placement, the Company filed a new registration statement on Form SB-2 and, on October 10, 2006, the Company filed a third pre-effective amendment to such registration statement. This new registration statement on Form SB-2 includes the securities to be registered in accordance with both the Amended Rights Agreement and the March 2006 Registration Rights Agreement. Certain shares held by individuals who were not parties to the Amended Rights Agreement and March 2006 Registration Rights Agreement are also included on the registration statement.

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(8) Stock Based Compensation

Restricted Stock

In March 2006, the Company granted 280,000 shares of restricted stock to an officer and the three independent members of the board of directors for services to be provided. The awards vest over various periods through 2009. The Company valued the stock at $3.69 per share based on the market price on the date of grant and recognized $230,225 and $550,425 in compensation expense for the three and nine months ended September 30, 2006, respectively. At September 30, 2006, 140,000 shares remained subject to vesting provisions. Approximately $125,000 of the expense recorded during the three months ended September 30, 2006 resulted from accelerated vesting of restricted stock upon termination of our former Chief Financial Officer (See Note 9). This expense represents the incremental value resulting from the modification of the award. The incremental value was determined by taking the excess of the fair value of the modified award over the fair value of the old award on the date of modification in accordance with SFAS 123(R).

Stock Options

In October 2005, the Company granted 918,000 options to purchase its Common Stock to its former Chief Financial Officer (“CFO”) which vest on various dates through 2009. The Company valued the shares at $0.54 using a binomial option-pricing model. On August 31, 2006, the Company terminated its CFO. All remaining unvested options and restricted stock granted to the CFO vested as of the date of termination pursuant to his employment agreement and related Separation Agreement (See Note 9). The Company recorded compensation expense of $1,060,169 and $1,124,769 during the three and nine months ended September 30, 2006, respectively, for options that vested under this award. At September 30, 2006, 918,000 options had vested under this award. Approximately $1,043,000 of the expense recorded during the three months ended September 30, 2006 resulted from accelerated vesting of stock options upon termination of our former Chief Financial Officer (See Note 9). This expense represents the incremental value resulting from the modification of the award. The incremental value was determined by taking the excess of the fair value of the modified award over the fair value of the old award on the date of modification in accordance with SFAS 123(R).

In December 2005 and May 2006, the Board approved the grant of 430,000 and 500,000 options, respectively, to purchase its common stock to employees, of which 300,000 have lapsed due to the termination of Bill DeGroot’s employment as of April 26, 2006. A grant date, as defined in SFAS 123R, will not occur for these awards or subsequent awards until the plan has been approved by the shareholders (See Note 12).

A summary of stock option activity under all plans is as follows:

	Shares	Weighted- Average Exercise Price
Balance at Inception	—	$	—
2004 Activity:
Granted	—		—
Exercised	—		—
Cancelled	—		—
Balance at December 31, 2004	—	$	—
2005 Activity:
Granted	918,000		3.74
Exercised	—		—
Cancelled	—		—
Balance at December 31, 2005	918,000	$	3.74
2006 Activity: (unaudited)
Granted — —
Exercised — —
Cancelled — —
Balance at September 30, 2006	918,000	$	3.74

Stock options exercisable and available for future grants as of September 30, 2006 are as follows:

	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Life
Exercisable	918,000	$	3.74	8.75 years
Available for future grants	1,309,000		—	—

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(9) Commitments and Contingencies

Software License Agreements

In October 2005, the Company entered into a license agreement which included the purchase of a source code license for $50,000 and provides for royalty payments of $2.00 per end user license. Payment for the source code license is due upon the achievement of certain milestones as defined in the agreement. The Company paid $15,000 during 2005 and the remaining $30,000 during 2006 which is included in research and development expenses in the accompanying statement of operations for the nine months ended September 30, 2006. In addition, the Company has accrued $20,000 for maintenance of end user licenses at September 30, 2006. The agreement can be terminated by the counterparty in the event that the Company does not purchase 200,000 end user licenses through 2008.

In November 2005, the Company entered into a software license agreement which included the purchase of a source code license to be included in its product and provides for royalty payments of $5.25 per end user license. The Company has future commitments to purchase end user licenses as follows:

	Licenses	Royalty
2006	25,000	$	131,250
2007	25,000		131,250
Total	50,000	$	262,500

In September 2006, the Company entered into a software license agreement which included the purchase of a source code license to be included in its product and provides for royalty payments of $25 per end user license. The Company purchased 250 licenses upon signing the agreement and has future commitments to purchase 750 licenses over the next nine months.

Employment Contracts

Catcher entered into employment agreements with its Chief Executive Officer, Chief Technology Officer, former CFO and former Vice President of Engineering. The employment agreements expire at various times through 2008. The agreements provide for initial aggregate annual base compensation of $816,000 per year. With the exception of Vice President of Engineering whose bonus amount is at the discretion of the board, each of the other employment agreements provides for the participation in any incentive bonus program adopted by the Company, provided that in no event will such incentive bonus program provide for a bonus of less than 50% of the respective base salary upon achievement of certain goals. In June 2006, the Board approved an additional bonus of $50,000 for one of its officers. This bonus was paid during June 2006.

On August 31, 2006, the Company terminated its former CFO. The former CFO was entitled to salary and other benefits upon termination of his employment agreement. On October 6, 2006, the Company entered into a Settlement Agreement with the former CFO which provides for the payment of $200,000 on March 1, 2007 and $100,000 on or before June 1, 2007 in exchange for the receipt of a general release of claims against the Company including any future rights under his employment agreement. The Company recorded $300,000 at September 30, 2006 in accordance with SFAS 146 “Accounting for Costs Associated with Exit or Disposal Activities.”

In addition, the Settlement Agreement ratified the acceleration of vesting to August 31, 2006 the former CFO’s 50,000 restricted shares and remaining unvested portion of the 918,000 options granted on October 24, 2005 or 547,542 options. The Company recorded approximately $1,168,000 of compensation expense related to the vesting of these shares and options during the three and nine months ended September 30, 2006.

On August 31, 2006, the Company entered into a Separation and Release Agreement with its former Vice President of Engineering. The Separation Agreement provides the former officer with certain benefits in exchange for, among other things, the receipt of a general release of claims against the Company including any future rights under his employment agreement. Pursuant to the terms of the Separation Agreement, the Company agreed to pay the former officer $55,000 in separation pay and to pay for up to four months of health insurance coverage. In accordance with SFAS 146, the Company has recorded $46,000 at September 30, 2006 which represents the amount of the liability less approximately $13,000 which was paid on or before September 30, 2006.

On September 5, 2006, the Company entered into an Interim Executive Services Agreement (the “Agreement”) with Tatum, LLC (“Tatum”) pursuant to which a Tatum partner will act as the Company’s CFO. Under the Agreement, the Company will pay Tatum $5,000 and the Tatum partner $20,000 for each month that the partner acts as the CFO. The Agreement is for an indefinite period of time and is terminable by either party upon 30 days notice. The Company paid a deposit of $25,000 to Tatum upon signing the agreement which is included in prepaid expenses at September 30, 2006.

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Lease Abandonment

Effective September 30, 2006, the Company ceased use of its office in Carlsbad, CA. The Company recorded a liability of approximately $64,000 based on the present value of the future minimum lease payments of approximately $4,600 per month offset by the present value of sub lease revenue that can be reasonably obtained in accordance with SFAS No. 146. In the event that the Company is unable to sublease the facility, the Company intends to exercise its option to terminate the lease after two years such that future minimum payments will continue to be made through December 2007.

Manufacturing Agreement

In November 2005, the Company entered into a manufacturing agreement with a supplier to manufacture its product. Under the agreement, the Company incurred production startup costs including $204,950 for tooling and $84,500 for non-recurring engineering costs which have been capitalized. The Company may be obligated to pay an additional $58,000 of non-recurring engineering costs under certain conditions specified in the agreement.

Teaming Agreement

In June 2005, an entity, with which the Company entered into a teaming agreement, asserted that it retained exclusive rights to distribute the CATCHER^™ device. On November 10, 2005, the Company entered into a release and settlement agreement with the entity pursuant to which the parties terminated the prior teaming agreement and granted mutual releases. As part of the release and settlement agreement, the Company agreed to pay the entity an aggregate of $50,000 as follows: $25,000 upon completion of the first 1,001 production units and $25,000 upon completion of the first 5,001 production units or in the event that either of these milestones do not occur before June 30, 2006 the entire amount is due on that date. The Company paid $50,000 related to this settlement in June 2006.

(10) Related Party Transactions

Contributed Services

During the three and nine months ended September 30, 2006 and 2005, an officer contributed office space to the Company. No expense was recorded for these services in the three and nine months ended September 30, 2006 and 2005 as they were immaterial.

(11) Segment and Geographic Information

To date, the Company has viewed its operations and manages its business as principally one segment. As a result, the financial information disclosed herein represents all of the material financial information related to the Company’s principal operating segment in accordance with SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information. The Company has not had any sales to date nor has it conducted any operations outside of the United States.

(12) Subsequent Events

Warrant Offer

In October 2006, the Company extended an offer to its existing warrant holders to exercise warrants at a price less than the original exercise price as follows:

Warrant Series	Warrant Price		Reduced Warrant Price
Series A	$	1.50	$	1.00
Series B	$	2.00	$	1.00
Series C	$	2.50	$	1.25
Series D	$	3.50	$	1.75

The offer was valid until November 3, 2006 at which time the warrants reverted back to their original price. In addition to the price reduction, the holder would be entitled to an additional warrant (“Series E Warrant”) to purchase an equal number of shares if a holder exercised at least 50% of any of Series B, C or D warrants. The Series E Warrants have an exercise price of $2.50, a term of 3 years and are not callable by the Company.

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Between October 23, 2006 and November 3, 2006, 2,688,559 warrants were exercised as follows:

Warrant Series	Warrants Exercised		Proceeds
Series A	324,948		$	324,948
Series B	1,317,732	��		1,317,732
Series C	258,379			322,974
Series D	787,500			1,378,125
Total	2,688,559		$	3,343,779

The exercises resulted in proceeds of approximately $3,316,000, net of $27,650 due to the placement agent in accordance with the agreement between the Company and the placement agent. As a result of the exercises, the Company will issue 2,363,111 Series E warrants. The Company is evaluating the accounting for the offer and will record a financing charge during the fourth quarter of 2006.

Shareholder Approval of 2005 Stock Incentive Plan

On October 18, 2006, the shareholders of the Company approved the 2005 Stock Incentive Plan. The approval of the plan triggered a grant date, as defined in SFAS 123R, for 630,000 options which had been previously approved by the Board of Directors. The Company will record compensation expense for these options in accordance with SFAS 123R during the fourth quarter of 2006.

Corporate Headquarters Lease

As of October 12, 2006, Catcher Holdings, Inc. (the “Company”) entered into a lease agreement for the premises comprising approximately 2,604 square feet at 44084 Riverside Parkway, Lansdowne, Virginia 20176 (the “Lease”). The term of the Lease extends for three (3) years, ending on October 31, 2009. The Company is obligated to pay a security deposit of $21,700, and rent in the amount of $65,100 for the period from November 1, 2006 through October 31, 2007. Thereafter, the Company’s rent obligations are: $67,053 for the period from November 1, 2007 through October 31, 2008; and $69,065 for the period from November 1, 2008 through October 31, 2009. In addition, the Company is obligated to pay for its share of common operating expenses and, if applicable, any increases in property taxes above the base year 2006. At the end of the term, the Company has one option to renew the lease for an additional two (2) years at the rate for the prior year increased by three percent (3%) for each year.

Approval of Stock Options

On November 10, 2006, the Board approved the grant of 980,000 stock options to employees pursuant to the 2005 plan. The Company will record compensation expense for these options in accordance with SFAS 123R during the fourth quarter of 2006.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Plan of Operation.

The following discussion and analysis should be read in conjunction with the Unaudited Condensed Consolidated Financial Statements and related Notes to Condensed Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-QSB.

The accompanying management’s discussion and analysis of financial condition and results of operations and plan of operation gives effect to the restatement of our consolidated financial statements for the year ended December 31, 2005. See Note 3 to our condensed consolidated financial statements.

We have included in this Quarterly Report certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 concerning our business, operations and financial condition. “Forward-looking statements” consist of all non-historical information, and the analysis of historical information, including the references in this Quarterly Report to future revenue growth, future expense growth, future profitability, anticipated cash resources, anticipated capital expenditures, capital requirements and our plans for future periods. In addition, the words “could,” “expects,” “anticipates,” “objective,” “plan,” “may affect,” “may depend,” “believes,” “estimates,” “projects” and similar words and phrases are also intended to identify such forward-looking statements.

There are various factors – many beyond our control – that could cause our actual results or the occurrence or timing of expected events to differ materially from those anticipated in our forward-looking statements. Such factors may also cause substantial volatility in the market price of our Common Stock. We have included below under “Risk Factors” a description of the known risks that we believe to be material. All forward-looking statements included in this Quarterly Report are current only as of the date of this Quarterly Report. We do not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances after the date on which any such statement is made or to reflect the occurrence of unanticipated events.

Overview

We are developing the CATCHER^™ device, a ruggedized portable computer built to military standards that incorporates voice, video, data, and biometric information with multiple wireless and wired communications capabilities. We expect the device to be part of the worldwide enterprise mobile device platform marketplace, which is comprised of commercial-grade, semi-rugged/rugged and fully rugged form products.

Our initial product, the CATCHER^™ device commenced commercial production during the third quarter of 2006 and began shipping during the fourth quarter of 2006. Pursuant to the equipment authorization requirements of the Federal Communications Commission (“FCC”), we successfully completed testing the prototype and initial production units in October 2005 and July 2006, respectively, and therefore are permitted under the FCC’s rules to commence commercial sales of those units. We successfully completed the European Union’s CE testing in November 2005. The Catcher^™ device was tested under certain procedures set forth in Military Standard 810F and passed such procedures in October 2006.

The CATCHER^™ device is a patent pending ruggedized portable personal computer that integrates features of several individual devices, including a personal computer utilizing Microsoft^® XP Pro with Tablet PC capabilities as its operating system, two digital cameras with patent pending digital watermarking technology, wireless and wired communications, global positioning satellite receiver, video conferencing, and a biometric finger print reader. The CATCHER^™ device utilizes an Intel Pentium M processor. The production unit weighs only 3.8 lbs. (excluding battery weight), is 10.5 inches in width, 7.75 inches in height, 2.75 inches in depth, and has a daylight-viewable 6.4 inch diagonal VGA backlit touch screen.

The CATCHER^™ device enables multiple video/audio streams to be sent to or transmitted from a portable unit; it also introduces watermarking technology for digitally recorded video/digital stills and audio tied to GPS data. The CATCHER^™ device was designed for non-computer literate users, is light weight, and built to withstand common abuse. It is designed to be used in a broad temperature range of -30 to +60C, 98% humidity, and in highly dusty environments. We are developing a series of accessories to support the product, including extra batteries and a “holster” to allow easy transportability of the CATCHER^™ device.

Plan of Operation

From inception to date, we have been primarily involved in organizational activity, negotiating vendor contracts, making arrangements for the commercial use and deployment of the CATCHER^™ device, engaging and developing our initial customer base, and recruiting and managing staff.

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We expect to negotiate agreements with VARs, distributors, integrators and OEMs. Our VARs, distributors and OEMs will purchase or license the CATCHER^™ devices directly from us, and then in return sell services to end-users. We have developed standard VAR agreements (one agreement for U.S. government sales and the other agreement for private sector and governmental sales other than U.S. government sales) for use in the ordinary course of our business. These standard VAR agreements provide that (i) the VAR’s appointment and the related licenses are non-exclusive; (ii) we are free to accept or reject orders placed by the VAR, and acceptances must be in writing; (iii) the pricing and payment terms will be as set forth in our price list, which we may change unilaterally with 30 days’ notice; (iv) the initial term is for two years, and the agreement will not continue unless the parties affirmatively agree to renew the agreement; and (v) we may terminate the agreement immediately in several situations, including an uncured material breach by the VAR. To date, we have entered into standard VAR agreements with EPS, L-3 GSI, Alion Science and Technology, ImageWare Systems, Inc., Sol Logic, Inc. and CGI Communications, Inc. Additionally, we have received initial purchase orders for testing and evaluation and production units from these VAR’s.

We are in the early stage of transitioning from development stage into an operational stage. Accordingly, at the current stage of our operations, we do not believe that period to period comparisons of our results of operations are meaningful and have elected not to provide a description of the comparisons between our financial position at September 30, 2006 and September 30, 2005 and for the periods then ended. The relationships between revenue, cost of revenue and operating expenses reflected in the financial information included herein do not represent future expected financial results.

Our costs associated with production of units of the CATCHER^™ device will be variable based on the units that we decide to have manufactured. Management currently does not anticipate that we will operate our own production facilities, and instead will outsource production to a third party manufacturer.

On November 22, 2005, we entered into a manufacturing agreement with KeyTronic pursuant to which KeyTronic will manufacture the CATCHER^™ device for us, at unit prices depending on monthly purchase volumes. Prices are subject to change if parts and material costs change or process or test procedures change. The initial term of the agreement expires on December 31, 2009 and the agreement may be renewed for additional two-year terms upon the mutual written agreement of the parties. Either party may terminate the agreement immediately upon written notice if the other party fails to comply with any material term or condition of the agreement, becomes insolvent or has a bankruptcy petition filed by or against it and such petition is not dismissed within 60 days of the filing date. Neither party may terminate the agreement during the initial term or any renewal term other than for cause. We are not obligated under the agreement to purchase any particular number of units from KeyTronic. However, if our average monthly purchases fall below 2,000 units at any time during the initial term of the agreement, then we must immediately pay to KeyTronic $58,000 to reimburse KeyTronic for non-recurring engineering costs.

We expect our operating expenses will increase as we increase our transaction volumes, research and development activities, and sales and marketing activities. We anticipate developing new product versions with improved functionality or additional features which will require retesting and recertification, although no specific schedule exists or has been presently committed to for future development versions. However, we anticipate over the next 12 months that our operating expenses will increase at a slower rate relative to the rate of increase in our revenues during this same period.

We expect our principal activities over the next 12 months to include unit production, research and development, sales and marketing, and general and administration. In addition to costs associated with production of units the CATCHER^™ device which will vary based on the number of units that we decide to have manufactured, we anticipate that our most significant costs related to the activities described above will include the following items:

• Research and development expenses, including salaries and associated employee benefits and travel, engineering and design services, and additional testing and certification, which are currently anticipated to total approximately $5.8 million;

• Sales and marketing expenses, which consist primarily of salaries, associated employee benefits, travel expenses of sales and marketing personnel, promotional expenses and the costs of programs aimed at increasing revenue such as advertising, trade shows, public relations and other market development programs, which are currently anticipated to total approximately $3.1 million; and

• General and administrative expenses, which consist of salaries of our management, finance and administrative staff, and associated employee benefits and travel; facilities costs; information systems costs; legal, accounting and other professional fees; and other corporate costs, which are currently anticipated to total approximately $4.1 million.

We anticipate funding for the activities described above will come principally from some or all of the following sources: customer deposits, working capital generated from unit sales, debt financing or vendor credit terms, proceeds from exercise of some or all of the outstanding warrants, or sale of additional securities. We do not currently have any financing arrangements or lines of credit with lenders.

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Results of Operations

Revenue

We have not generated any revenue since inception. We completed the initial prototype of the CATCHER^™ device during August 2005, completed development and began production on evaluation units in the first quarter of 2006, received a declaration of conformity from the FCC during August 2006, and began initial production during October 2006. We expect the units will have a suggested base retail unit list price of at least $7,000. The unit price charged to VAR’s will depend on volume commitments. At volume production levels, we expect the gross margin to be approximately 40%. We began shipping production units during October 2006. We anticipate that our margins for the first 500 production units will be significantly lower than the 40% margin previously disclosed. This is due to the low-volume production coupled with other one-time costs specifically associated with producing these 500 units. We anticipate approaching margins of 40% in the later half of 2007 assuming the Company reaches normal production levels coupled with an enhanced pricing model and product improvements though continued development.

Cost of Sales

Cost of sales will consist primarily of direct costs of the manufactured units, wages of operational employees and cost of training. Many factors are anticipated to affect our gross margin, including, but not limited to, market conditions, competition, production order volumes and supplier pricing. As noted above, management currently does not anticipate that we will operate our own production facilities, as we intend to continue to outsource production to a third party manufacturer. We expect to incur cost of sales as we begin to sell units during the fourth quarter of 2006.

Research and Development

Research and development expenses incurred in the design, development and testing of our product include compensation and benefits for management and staff, engineering and consulting services, electronic parts, testing, and other miscellaneous expenses.

Research and development expense represented 29% of total operating expenses during the three-months ended September 30, 2006 and 35% during the nine-months ended September 30, 2006. Research and development expense increased significantly during the third quarter of 2006 over the second quarter of 2006 primarily related to design changes we have incorporated in response to issues experienced during evaluation of the units as well as the addition of features that were not planned until later releases of the product.

Included in research and development expenses during the nine months ended September 30, 2005 was $268,647 in stock based compensation issued to employees and consultants. There was no stock based compensation included in research and development expenses for the three and nine months ended September 30, 2006. These stock based compensation charges can fluctuate substantially from period to period based on the fair value of our stock and the number of options granted during each period.

In the future, the rate of research and development spending related to the CATCHER^™ device is likely to increase as we begin development of product accessories, add headcount for research programs, translate the product interface for use in other countries and begin development on the next version of the CATCHER^™ device.

Selling, General and Administrative

Selling, general and administrative expenses include all corporate and administrative functions that serve to support our current and future operations and provide an infrastructure to support future growth. Major items in this category include compensation and benefits for management and staff, travel related expenses and professional services. Selling, general and administrative expenses consisted of the following:

	Three months ended September 30, 2006		Percentage of total operating Expenses		Nine months ended September 30, 2006		Percentage of total operating Expenses
	(in Thousands)
Sales and marketing	$	236	6	%	$	610	9	%
General and administrative		1,095	30	%		2,240	32	%
Stock based compensation		1,290,000	35	%		1,650	24	%
Total selling, general and administrative expenses	$	2,621	71	%	$	4,500	65	%

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Selling and marketing activities increased during the third quarter as compared to the second quarter related to improvements to the Company’s website and attendance at its first major trade show. In the future, the rate of spending on selling and marketing is expected to increase significantly as we add headcount for sales and marketing management, as we expand our marketing campaign for the CATCHER^™ device and as we participate in industry and trade shows.

General and administrative expenses increased during the third quarter as compared to the second quarter primarily related to severance and lease abandonment costs; legal, accounting and financial printing which resulted from updates to the Company’s registration statement on Form SB-2 and restatement of prior period financial statements.

Stock based compensation resulted from the amortization of compensation related to restricted stock issued to members of our board of directors and the accelerated vesting which resulted from the termination of our former CFO. There were no grants during the three months ended September 30, 2005. Included in general and administrative expenses during the nine months ended September 30, 2005 was $3,254,484 in stock based compensation issued to employees and consultants.

The aggregate compensation expense to be recognized for unvested awards at September 30, 2006 is approximately $517,000, which will be recognized over the next 2.33 years. These stock based compensation charges can fluctuate substantially from period to period based on the fair value of our stock and the number of options granted during each period.

We expect that total spending on general and administrative expenses will increase in the future due to increased headcount, expansion of corporate facilities and related equipment offset by reduced spending on professional services. However, we expect that spending on general and administrative items as a percentage of total operating expenditures will decrease related to other operating activities including sales and marketing and research and development.

Interest Income

Interest income increased in the three and nine months ended September 30, 2006 due to interest earned in short term investments of the cash balances that we have remaining from the March 2006 Private Placement and Series A Warrant exercise.

Financing Costs

Financing costs increased in the nine months ended September 30, 2006 due to the issuance of Series C Warrants as an inducement to exercise the Series A Warrants in February 2006, which resulted in a charge of approximately $1,074,000. There were no financing costs recorded during the three months ended September 30, 2006.

Income Tax Expense

Since inception, we have incurred operating losses and accordingly have not recorded a provision for income taxes for any of the periods presented. As of September 30, 2006, we had net operating loss carry forwards for federal and state income tax purposes of approximately $8.0 million. We also had federal and state research and development tax credits each of approximately $200,000. If not utilized, the net operating losses and credits will expire in varying amounts through 2026. Utilization of net operating losses and credits are subject to a substantial annual limitation due to ownership change limitations provided by the Internal Revenue Code of 1986, as amended. The annual limitation could result in the expiration of our net operating losses and credit carryforwards before they can be used.

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Critical Accounting Principles

Below is a brief description of key accounting principles which we have adopted in determining our recognition of revenues and expenses.

Revenue Recognition

We recognize revenue in accordance with SEC Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition. Under these guidelines, revenue is recognized when persuasive evidence of an arrangement exists, shipment has occurred or services rendered, the price is fixed or determinable and payment is reasonably assured. Under these requirements, when the terms of sale include customer acceptance provisions, and compliance with those provisions has not been previously demonstrated, revenues are recognized upon acceptance. To date, we have delivered units to customers for evaluation and testing purposes and production units. Revenue will be recognized once acceptance has occurred. Therefore, we continue to operate in the development stage and have not recognized any revenue to date.

Stock Based Compensation

Awards under our stock option plans are accounted for in accordance with Statement of Financial Accounting Standards (SFAS) No. 123R (SFAS 123R) Share Based Payment, and SAB No. 107. The Company adopted SFAS 123R under the modified prospective method. In accordance with the modified prospective transition method, the Company’s Consolidated Financial Statements for prior periods have not been restated to reflect, and do not include, the impact of SFAS 123(R). Prior to the adoption of SFAS 123(R), there were no awards outstanding being accounted for under APB No. 25, therefore, the future impact of adopting 123(R) is limited to the fair value of future grants. Compensation is measured on the grant date of an award and recognized over the service period for which the award was granted, generally the vesting period. For awards with graded vesting, compensation is recorded using the straight line method over the vesting period, but in no event shall total compensation recognized under the awards be less than the aggregate fair value of shares vested under such awards. Compensation is equal to the fair value of the award which we determine using a binomial option-pricing model.

Income Taxes

We account for income taxes using the asset and liability method, as provided by SFAS 109, Accounting for Income Taxes (SFAS 109) which requires the recognition of different tax assets and liabilities for the future tax consequences of temporary differences between the financial statement and tax basis carrying amounts of assets and liabilities. No income taxes were provided because we have incurred losses from our inception. Due to the uncertainty of future taxable income, no future tax benefits have been recognized.

Recent Accounting Pronouncements

In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (“FIN 48”)”, which clarifies the accounting for uncertainty in tax positions. This Interpretation requires that we recognize the impact of a tax position in our financial statements if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 will be effective as of the beginning of the Company’s 2007 fiscal year. We are currently evaluating the impact of FIN 48 on our financial position and results of operations.

In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin (“SAB”) No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Current Year Misstatements”. SAB No. 108 requires analysis of misstatements using both an income statement (rollover) approach and a balance sheet (iron curtain) approach in assessing materiality and provides for a one-time cumulative effect transition adjustment. SAB No. 108 is effective for our fiscal year 2007 annual financial statements. We are currently assessing the potential impact that the adoption of SAB No. 108 will have on our financial statements; the impact is not expected to be material.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. This statement is effective for us beginning January 1, 2008. We are currently assessing the potential impact that the adoption of SFAS No. 157 will have on our financial statements.

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Liquidity and Capital Resources

Since inception, cash used in operations primarily consists of the loss from operations offset by non-cash charges related to stock based compensation and acquired research and development. As of November 6, 2006, we had a cash balance of approximately $3.7 million.

Since inception, we have incurred approximately $868,000 in capital asset expenditures. Future requirements will include computers, office equipment, software and similar equipment. We do not anticipate significant capital expenditure spending in the future for capital equipment or machinery. In addition to capital expenditures, we have paid our contract manufacturer under the manufacturing agreement, $1,943,000, for units which have been released to production. This amount is classified as a prepaid expense until the completed product has been shipped to us or to our customer by the contract manufacturer. In the future, costs incurred for manufacturing is expected to increase significantly as volume production begins.

Our primary source of liquidity has been the proceeds generated from the private offering of shares of our Common Stock and warrants to acquire shares of our Common Stock. The principal uses of cash have been for product development and general and administrative expenses. Since May 2005, we have raised approximately $17.0 million in gross proceeds from the issuance of common stock and warrant exercises.

We currently have outstanding Series A, Series B, Series C, Series D and Series E warrants to purchase an aggregate of 5,518,938 shares of our Common Stock (the “Warrants”), that if exercised would provide gross proceeds to us totaling $13.6 million.

There are 247,960 Series A Warrants outstanding. Each Series A Warrant entitles the holder to purchase one share of our Common Stock at $1.50 per share (the “Series A Exercise Price”), exercisable for a period of five years. Once the resale of the Common Stock issuable upon exercise of the Series A Warrants is registered with the SEC, we may call the Series A Warrants upon notice to the warrant holder from time to time at any time that the Common Stock closes at or above $2.50 per share for ten (10) consecutive trading days at an average volume of 40,000 shares per day during the ten-day trading period, provided that, within twenty (20) business days after the date of such notice, the warrant holder will have the right to exercise, under the terms and conditions of the Series A Warrants, all or a part (but not less than 25%) of the Series A Warrants held at the Series A Exercise Price. From and after the expiration of such twenty (20) business day notice, we may repurchase all Series A Warrants then held for a purchase price of $0.01 per Series A Warrant unless and to the extent that the Series A Warrant holder first exercises the Series A Warrants at the Series A Exercise Price.

There are 932,461 Series B Warrants outstanding. Each Series B Warrant entitles the holder to purchase one share of Common Stock at $2.00 per share (the “Series B Exercise Price”), exercisable for a period of five years. Once the resale of the Common Stock issuable upon exercise of the Series B Warrants is registered with the SEC, we may call the Series B Warrants upon notice to the warrant holder from time to time at any time that the Common Stock closes at or above $3.33 per share, for ten (10) consecutive trading days at an average volume of 40,000 shares per day during the ten-day trading period; provided that, within twenty (20) business days after the date of such notice, the warrant holder will have the right to exercise, under the terms and conditions of the Series B Warrants, all or a part (but not less than 25%) of the Series B Warrants held at the Series B Exercise Price. From and after the expiration of such twenty (20) business day notice, we may repurchase all Series B Warrants then held for a purchase price of $0.01 per Series B Warrant unless and to the extent that the Series B Warrant holder first exercises the Series B Warrants at the Series B Exercise Price.

There are 1,418,906 Series C Warrants outstanding. Each Series C Warrant entitles the holder to purchase one share of Common Stock at $2.50 per share (the “Series C Exercise Price”), exercisable for a period of five years. The Series C Warrants are non-callable.

There are 553,500 Series D Warrants outstanding. Each Series D Warrant entitles the holder to purchase one share of Common Stock at $3.50 per share (the “Series D Exercise Price”), exercisable for a period of five years. The Series D Warrants are non-callable.

There are 2,363,111 Series E Warrants outstanding. Each Series E Warrant entitles the holder to purchase one share of Common Stock at $2.50 per share (the “Series E Exercise Price”), exercisable for a period of three years. The Series E Warrants are non-callable.

In addition to the Series A, Series B, Series C, Series D and Series E warrants described above, there are 101,280 warrants to purchase units outstanding. Each warrant entitles the holder to purchase one unit at $5.00 per unit. The units are identical to the units sold in the March 2006 private placement and consist of two shares of Common Stock and one Series D warrant. This warrant is non-callable. If this warrant and the underlying Series D warrants were to be fully exercised, the holder would be entitled to purchase an aggregate of 303,840 shares of Common Stock. We also have outstanding a warrant

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to purchase 65,000 shares of our Common Stock issued to Jeff Gilford, our former Chief Financial Officer, for an exercise price of $3.74 per share and a warrant to purchase 20,000 shares of our Common Stock to Stanley Blackburn, who is unaffiliated with us, for an exercise price of $3.74 per share, each of which was issued in connection with accounting and advisory services rendered by Blackford Partners. If these additional warrants were exercised, the gross proceeds provided to us would total approximately $1.2 million.

Based on our current operating plan, we anticipate that we will require, in addition to the $6.1 million raised in March 2006 and $3.3 million raised from the exercise of warrants in October 2006, a minimum of $1.7—$2.7 million of additional capital through March 2007. In addition to costs associated with production of units of the CATCHER^TMdevice (which, as noted above, will vary based on the number of units that we decide to have manufactured), we anticipate that our most significant costs during the next 12 months will be the following items:

• Research and development expenses, including salaries and associated employee benefits and travel, engineering and design services, and further testing and certification are currently anticipated to total approximately $5.8 million;

• Sales and marketing expenses, which consist primarily of salaries, associated employee benefits, travel expenses of sales and marketing personnel, promotional expenses and the costs of programs aimed at increasing revenue such as advertising, trade shows, public relations and other market development programs, are currently anticipated to total approximately $3.1 million; and

• General and administrative expenses, which consist of salaries of our management, finance and administrative staff, and associated employee benefits and travel; facilities costs; information systems costs; legal, accounting and other professional fees; and other corporate costs, are currently anticipated to total approximately $4.1 million.

We anticipate that the additional capital will come principally from one or more of the following: customer deposits, working capital generated from unit sales, debt financing or vendor credit terms, proceeds from exercise of some or all of the outstanding warrants, or sale of additional securities. We do not currently have any financing arrangements or lines of credit with lenders. Since inception, we have not generated revenue and there can be no assurance that we will generate revenue in the future. The maximum potential amount of funds that we may receive from the exercise of all of the outstanding Warrants is approximately $14.8 million, in addition to the approximately $5.8 million already received upon partial exercise of the Series A, Series B, Series C and Series D Warrants.

We have experienced losses since inception and our cumulative loss to date is $(16,797,474). In addition, we have not generated cash from operations and our cumulative cash used in operations to date is $(11,197,183). These factors create a substantial doubt about our ability to continue as a going concern.

In light of the limited stockholders’ equity as well as our lack of operating history, there can be no assurance that we will be able to obtain the necessary additional capital on a timely basis or on acceptable terms, if at all, to fund the development of our business. In any of such events, the growth of our business and prospects would be materially and adversely affected. As a result of any such financing, if available, the holders of the Common Stock may experience substantial dilution.

Quantitative and Qualitative Disclosures About Market Risk

Increases in interest rates will affect the cost of financing and may affect our ability to obtain favorable financing terms in order to grow as anticipated.

Off Balance Sheet Financing Arrangements

We do not have any off balance sheet financing arrangements.

RISK FACTORS

An investment in our common stock is highly speculative and involves a high degree of risk. You should carefully consider the risk factors described below and the other information in this Quarterly Report on Form 10-QSB and our other SEC filings. We have included in this section a discussion of all risks that we consider material. However, additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our operations. The occurrence of any of these risks could harm our business. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

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Risks Specific to Us

We are in the early stages of our life cycle and have limited operating history. Therefore, there is limited historical or current operating information upon which an investor can base its investment decision.

We have limited operating history on which to base an evaluation of our business and prospects. To date, we have engaged primarily in research and development, securing rights to essential technology, product testing, engaging markets and distribution sources, and making other arrangements necessary to begin operations. To date, we have entered into agreements with a limited number of VARs establishing distribution terms and conditions. We have also initiated preliminary discussions with prospective customers or strategic business partners, as well as preliminary discussions with potential VARs and distributors. Our prospects must be considered in light of the risks frequently encountered by a start-up technology company formed to engage in a relatively new, potentially highly competitive industry.

Moreover, as an early stage company, we have no prior experience in implementing and managing our planned business in an operational setting. Accordingly, there can be no assurance that we will be able to successfully implement our business plans or strategies.

We cannot provide any assurance that we will be successful in addressing the risks which we may encounter, and our failure to do so could have a material adverse effect on our business, prospects, financial condition and results of operations.

We may never generate revenues or achieve profitability, which failure would adversely impact the price of our common stock.

While we believe that our CATCHER^™ device is a highly distinctive concept, its distinctiveness adds to the speculative nature of our business because we are not aware of any comparable products that we can look to in order to assess the marketability and demand for our product. We can provide no assurance that we will ever achieve any revenues or profitable operations from our planned operations.

If we are unable to obtain and maintain patent and other intellectual property ownership rights relating to the CATCHER^™ device, then we may not be able to sell the CATCHER^™ device, which would have a material adverse impact on our results of operations and the price of our common stock.

We own all of the right, title and interest in and to the patent application on the CATCHER^™ device, Patent Application No. 10/885,515 (Portable Handheld Security Device) (the “Patent”). If the Patent issues it will be presumed valid, but there is no assurance that it will not be successfully challenged or circumvented by competitors or others. We have no assurance that the United States Patent and Trademark Office will issue the Patent or that the scope of any claims granted in an issued patent will provide broad protection or a competitive advantage to us. If the Patent fails to issue in sufficient scope or at all, or if the patent issues but we fail to maintain and enforce our rights in the issued patent, or if we fail to maintain and protect our rights in our other intellectual property, including our know-how, trade secrets and trademarks, such failures, individually and in the aggregate, could have a material adverse effect upon our business prospects, financial condition and results of operations. In addition, we have and we intend from time-to-time, to file additional patent applications directed to enhancements to the CATCHER^™ technology. Such applications may include new applications, continuations and continuations in part of existing applications, and foreign applications corresponding to any or all of these. If such patents issue, they will be presumed valid, but there is no assurance that they will not be successfully challenged or circumvented by competitors or others.

Moreover, although we are not aware of any existing impediments, we can give no assurance that we will be able to operate without infringing upon the proprietary rights of third parties.

We may have to alter our products or processes, pay licensing fees, defend an infringement action or challenge the validity of the patents in court, or cease activities altogether because of patent rights or other intellectual property rights of third parties, any of which could result in a material adverse effect upon our financial condition, results of operations and future prospects.

In particular, we have become aware of a continuing patent application (U.S. Patent Publication No. 2005/0060739) in the name of Tony Verna of Scanz Communications, Inc. (the “Verna Application”). The Verna Application was filed on January 10, 2004, published in due course on March 17, 2005 and includes various prospective claims. The application is awaiting examination by the U.S. Patent and Trademark Office. If the Verna Application issues as a patent, the claims may cover one or more aspects of the CATCHER^™ device. We cannot predict whether the Verna Application will ever issue as a patent, and if so, the scope and content of any such patent.

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We also rely upon trade secrets and other unpatented proprietary technology. No assurance can be given that we can meaningfully protect our rights with regard to such unpatented proprietary technology or that competitors will not duplicate or independently develop substantially equivalent technology.

We might experience delays in completing testing procedures, which could have an adverse effect on our financial condition, results of operations and business.

Pursuant to the declaration of conformity procedure required under the rules of the FCC, we successfully completed testing of the prototype and initial production units of the CATCHER^™ device in October 2005 and July 2006, respectively, and are therefore permitted under the FCC’s rules to commence commercial sales of those units. We may be required to complete additional testing prior to offering for sale any future production units that are not electronically identical to those units previously tested and authorized under the FCC’s declaration of conformity procedure. We believe each additional testing under the FCC’s declaration of conformity procedure will take approximately two weeks to complete with an estimated total cost of $15,000.

Any delays in completing such additional testing and/or satisfying applicable procedures could delay commencement of sales of the CATCHER^™ device or hinder our ability to market and sell the CATCHER^™ device, which would have an adverse effect on our financial condition, results of operations and business.

We may be subject to potential litigation relating to ownership of the Patent, which could have a material adverse effect on our business and the price of our common stock.

Messrs. Ira Tabankin and Charles Sander were former employees of Scanz Communications, Inc. (“Scanz”), and Mr. Tabankin also served as a consultant to Scanz, during which time Scanz had under development a handheld portable device that might be used for security purposes as well as in a sports-event setting, which was Scanz’ principal business focus and the principal focus of its product development. The Scanz employment agreements with Messrs. Tabankin and Sander provided that Scanz would own intellectual property conceived or first reduced to practice during employment. The consultancy agreement between Mr. Tabankin and Scanz provided that intellectual property rights that may be claimed by Scanz in connection with a development by Mr. Tabankin during or before the consultancy would be the property of Scanz. Scanz or its licensees may claim that the CATCHER^™ device was conceived or first reduced to practice during the employment of Messrs. Tabankin and/or Sander or that the intellectual property comprising the CATCHER^™ device could be claimed by Scanz. If Scanz or its licensee made any such claims, we believe that, as we were the assignee of the intellectual property rights in the CATCHER^™ device, we would have strong defenses to any such claims for numerous reasons, including that the intellectual property constituting the CATCHER^™ device is distinguishable from the developments made during the aforesaid employments and consultancy. However, if Scanz or its licensee were to prevail in such a claim, such event could have a material adverse effect upon our financial condition, results of operations and future prospects. Furthermore, even if we were to prevail, litigation could result in substantial costs and divert management’s attention and resources from our business.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results. As a result, current and potential stockholders could lose confidence in our financial reporting, which would harm our business.

Effective internal controls are necessary for us to provide reliable financial reports. If we cannot provide reliable financial reports, our operating results could be misstated, our reputation may be harmed and the trading price of our stock could be negatively affected. We are a development stage company with limited personnel and other resources. As a result, we have in the past discovered, and may in the future discover, areas in our internal controls that need improvement. Our controls over financial processes and reporting may not be effective in the future.

We may be unable to adapt to technology trends or evolving industry standards which would impede our ability to successfully develop and sell new products.

We will need to adapt to competitively significant changes in component technology in these industries as well as to advanced technology used by our competitors. New products based on new technologies or new industry standards expose us to risks of technical or product obsolescence. We may not be successful in using new technologies effectively, developing new product iterations or enhancing existing products in a timely manner. If we are unable to adapt to technology trends and evolving industry standards, our financial condition, results of operations and future prospects will be materially adversely affected.

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Our future is entirely dependent on our successful development of our technology, products and services. As we complete the initial development of the CATCHER^™ device and transition from the development stage to commercialization, there is no assurance that the CATCHER^™ device will perform as expected or be accepted by our target market.

We rely on third party manufacturers, which may have a material adverse effect on our ability to manufacture and sell our products.

We do not intend to create facilities to manufacture the CATCHER^™ device and therefore we have entered into an agreement with a third party contract manufacturer, KeyTronic Corporation, and will be dependent on them, or others as may be determined, for the manufacture of our products. This dependency could negatively impact our sales and marketing efforts if the sources of such supply prove to be unreliable or unavailable. If the contracted manufacturing source is unreliable or unavailable, we may not be able to replace such manufacturer and could not go forward and our entire business plan could fail. In addition, agreements with such third parties may not be at the most cost effective terms and therefore we may incur high costs.

We might experience delays in the supply chain for our product which would result in insufficient quantities of particular components to complete the manufacturing of our product, which could have an adverse effect on our financial condition, results of operations and business.

We generally place orders with the contract manufacturer in advance of the scheduled delivery of the finished product to our customer. In some instances, due to the length of component lead times, we might need to place manufacturing orders on the basis of our or our customer’s forecasts of the quantity and timing of the customer’s expected purchases from us. Consequently, if we inaccurately anticipate customer demand for our products, we might be unable to obtain adequate quantities of components to manufacture products sufficient to meet our customer delivery requirements, or alternatively, we might accumulate excess inventory of components. Any failure to manage our inventory levels or respond to unexpected shifts in customer demand could have a material adverse effect on our financial condition, results of operations and future prospects.

If we are unable to retain key personnel, consultants and industry partners, we may be unable to achieve our goals and our business could be adversely impacted.

Our success is heavily dependent on the continued active participation of our current executive officers, consultants and strategic partners. The loss of the services of one or more of these managers, consultants or strategic partners could have a material adverse effect upon our business, financial condition and results of operations. Further, our success and achievement of our growth plans depend on our ability to recruit, hire, train and retain other highly qualified technical and managerial personnel. Competition for qualified employees among companies with products in the security market, and those that are potential entrants to the security market, is intense, and the loss of any such persons, or an inability to attract, retain and motivate additional highly skilled employees, technical and managerial personnel and consultants and advisors required for the development and expansion of our activities, could have a materially adverse effect on our financial condition, results of operations and future prospects.

We have entered into agreements with our executive officers containing non-disclosure and non-competition provisions. The non-competition agreements are limited in duration and are not effective under certain circumstances, such as the improper termination of the executive or the termination by the executive for good cause. Regardless of the non-competition agreements executed with executives, there can be no assurance that executives will remain associated with us or that they will not compete, directly or indirectly, with us. Moreover, the enforceability and scope of non-competition agreements are often litigated and there is no assurance that such provisions will be enforceable as written.

Our management team has limited experience in operating a business and there is no assurance that they will be able to successfully operate a business.

None of our current management team has had substantial operational experience running a business such as contemplated by our plans and there is no assurance that they will be able to do so.

We are controlled by our officers, directors and principal stockholders, which could delay, defer or prevent us from taking an action which our stockholders may otherwise view favorably and which may decrease the price of our common stock.

Our directors and executive officers and their affiliates beneficially own or control the rights to approximately 27% of the issued and outstanding shares of our capital stock and approximately 18% of the fully- diluted outstanding shares of our capital stock. In the normal course, our executive officers and directors and their affiliates, viewed as a group, would likely

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have the ability to substantially influence all matters submitted to stockholders for approval, including: (1) election of our board of directors; (2) removal of any director; and (3) amendment of our certificate of incorporation or bylaws. Furthermore, until June 2009, our Chairman and Chief Technology Officer, Ira Tabankin, will hold one share of our Series A Preferred Stock giving him the right to appoint one member of our board of directors. Mr. Tabankin may appoint himself or another person. Moreover, together, the management stockholders will have substantial influence over our management and affairs. Our other stockholders will likely have no practical ability to remove our management or affect our operations or business.

We did not report in any required filing with the SEC that our charter was revoked by the state of Delaware for failing to file annual reports and pay annual state franchise taxes and we may face penalties or be subject to an enforcement action by the SEC which could have an adverse effect on the price of our common stock.

On March 1, 2001, the State of Delaware revoked our charter for failure to file our annual report with the State of Delaware for the years 1999 and 2000 and failure to pay our franchise tax for those years. On May 29, 2003, we filed a Form 10-SB with the SEC to become a reporting company. We amended the Form 10-SB in July 2003. Our charter in the State of Delaware was revived on March 31, 2005 after payment of franchise taxes due with penalties and interest in an amount equal to $592.40. During the period since becoming a reporting company until we filed our amended 8-K on July 15, 2005 (the “Omission Period”), we had not reported the fact of such revocation on any report or Form that we have filed or are required to file with the SEC, including quarterly and annual reports (including the annual report that was filed by us on March 31, 2005) and the Form S-8 filed by us in connection with our registration of certain of our shares on May 6, 2004. We may be subject to potential liability to stockholders who purchased securities from us during the Omission Period. The omission may also subject us to possible liability for violation of the regulations of the SEC under the Securities Act and the Securities Exchange Act. While we have obtained written waivers of liability from our stockholders who purchased our securities during the Omission Period, we offer no opinion on the effect of such waivers or whether or not the SEC would exercise its enforcement discretion and if it did, what action, if any, it would take.

We may be subject to liability for failure to comply with Rule 419 under the Securities Act.

Prior to the Acquisition of Catcher Inc., we filed three registration statements on Form S-8 that did not comply with the requirements of Rule 419 under the Securities Act. Rule 419 requires a blank check company to comply with certain escrow, disclosure, notice and other requirements when registering securities under the Securities Act. The SEC may bring an enforcement action or commence litigation against us for failure to comply with Rule 419. In addition, purchasers in the offerings registered under the three registration statements may sue us for failure to comply with Rule 419 and/or may bring rescission claims against us. If any claims or actions were to be brought against us relating to our lack of compliance with Rule 419, we could be subject to penalties (including criminal penalties), required to pay fines, make damages payments or settlement payments, or repurchase the securities that were sold in the offerings registered under the three registration statements. In addition, any claims or actions could force us to expend significant financial resources to defend ourselves, could divert the attention of our management from our core business and could harm our reputation. However, we believe that the potential liability for any rescission claims to individuals who purchased securities from us under the registration statements on Form S-8 would be immaterial to our financial condition.

We have incurred losses since inception and expect to continue to incur losses for the foreseeable future. We will require additional capital financing in connection with our planned expansion of operations and may have difficulty obtaining such additional capital on acceptable terms or at all. If adequate funds are not available, we may be required to curtail our operations, or obtain funds on unfavorable terms. These factors create a substantial doubt about our ability to continue as a going concern.

We do not believe that our available resources may be sufficient alone, without additional sources of financing, to adequately scale production of the product, and expect to incur operating losses for the foreseeable future. If revenues from operations are insufficient to support our planned expansion of operations, we will need to access additional equity or debt capital. If public or private financing is not available when needed or is not available on terms acceptable to us, our growth and revenue-generating plans may be materially impaired. Such results could have a material adverse effect on our financial condition, results of operations and future prospects.

We have issued and outstanding warrants to purchase our common stock, some of which contain call provisions under certain circumstances. There can be no assurance that our right to call the warrants will be triggered or that the holders of such warrants will exercise the warrants.

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Risks related to our industry.

The ruggedized portable computing market is highly competitive and we may be unable to compete effectively.

The ruggedized portable computer market is diverse and highly competitive and is characterized by relatively low entry barriers. Moreover, it is subject to constant technological change and intense marketing by providers who may be capable in a short period of time to introduce products similar to the CATCHER^™ device. We expect that new competitors are likely to enter this market, potentially using the same market entry strategy employed by us. The potential competitors may be significantly larger and have substantially greater market presence, greater financial, technical, operational, sales, marketing and other resources and experience, including more established relationships with vendors, distributors and partners, than we have. In the event that such a competitor expends significant sales and marketing resources in one or more of the security market segments where we compete, we may not be able to continue to compete successfully in such markets. We believe that there will be significant competition in the market for products having functionality similar to the CATCHER^™ device. Such competition will exert downward pressure on prices. In addition, the pace of technological change could make it impossible for us to keep pace with such competitors in such an environment. If our competitors were to provide better product at better prices, our financial condition, results of operations and future prospects will be materially adversely affected.

Competition from companies with greater resources than us could adversely affect our business and the price of our common stock.

Many of the aspects of our business are currently and potentially highly competitive. We will compete with numerous other companies in different segments of the security market with the financial and technological ability to compete with us. Moreover, it is possible that the Patent, if it issues, will not provide us with adequate protection from companies capable of circumventing it. In addition, the Patent is not based on technological innovation in any particular function of the CATCHER^™ device, but rather on its total functional concept. This concept could be copied or improved upon by competitors quickly. Many of these potential competitors have substantially greater capital and other resources than we do and many are better situated to attract experienced technical and other personnel. Our current competitive edge in large part depends upon the extensive knowledge of our management team in creating and thus far developing the CATCHER^™ device and in our relationships with our strategic partners and potential customer base. While we believe that this is a significant competitive advantage, it is not one that depends upon any resource that is unique to us. If we were to lose this competitive advantage, such loss would have a material adverse effect on our business prospects, financial condition and results from operations.

Risks Related to the Securities Markets and Investments in our common stock

The price of our common stock may be volatile, which may limit our ability to raise capital in the future or cause investment losses for our stockholders.

The trading price of our common stock may fluctuate substantially for many reasons, some of which are beyond our control and may not be related to our operating performance. These fluctuations could cause you to lose part or all of your investment in our common stock. Those factors that could cause fluctuations include, but are not limited to, the following:

• price and volume fluctuations in the overall stock market from time to time;

• fluctuations in stock market prices and trading volumes of similar companies;

• actual or anticipated changes in our earnings or fluctuations in our operating results or in the expectations of securities analysts;

• general economic conditions and trends;

• major catastrophic events;

• sales of large blocks of our stock;

• departures of key personnel;

• events affecting any strategic partners or collaborators;

• announcements of new products or technologies, commercial relationships or other events by us or our competitors;

• regulatory developments in the United States and other countries;

• failure of our common stock to be quoted on the OTC Bulletin Board or listed on the Nasdaq Capital Market, American Stock Exchange, or other national securities market or exchange;

• changes in accounting principles; and

• discussion of us or our stock price by the financial and scientific press and in online investor communities.

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In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Due to the potential volatility of our stock price, we may be the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from our business.

Our common stock is considered to be “penny stock,” which may make it more difficult for investors to resell their shares to third parties.

Our common stock may be deemed to be “penny stock” as that term is defined in Rule 3a51-1, promulgated under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). Section 15(g) of the Exchange Act and Rule 15g-2 promulgated thereunder require broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a “penny stock” for the investor’s account. We urge potential investors to obtain and read this disclosure carefully before purchasing any shares that are deemed to be “penny stock.”

Rule 15g-9 promulgated under the Exchange Act requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any “penny stock” to that investor. This procedure requires the broker-dealer to:

• obtain from the investor information about his or her financial situation, investment experience and investment objectives;

• reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has enough knowledge and experience to be able to evaluate the risks of “penny stock” transactions;

• provide the investor with a written statement setting forth the basis on which the broker-dealer made his or her determination; and

• receive a signed and dated copy of the statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives.

• Compliance with these requirements may make it more difficult for investors in our common stock to resell their shares to third parties. Accordingly, our common stock should only be purchased by investors who understand that such investment is long-term and illiquid, and are capable of and prepared to bear the risk of holding the investment for an indefinite period of time.

We may incur increased costs as a result of recently enacted and proposed changes in laws and regulations relating to corporate governance matters which may cause us to reallocate our resources, which could adversely affect our business.

Recently enacted and proposed changes in the laws and regulations affecting public companies, including the provisions of the Sarbanes-Oxley Act of 2002 and rules adopted or proposed by the SEC and by the Nasdaq Stock Market, will result in increased costs to us as we evaluate the implications of these laws and regulations and respond to their requirements. These laws and regulations could make it more difficult or more costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers. We are presently evaluating and monitoring developments with respect to these laws and regulations and cannot predict or estimate the amount or timing of additional costs we may incur to respond to their requirements.

A limited public trading market may cause volatility in the price of our common stock.

Our common stock is currently quoted on the OTC Bulletin Board. The quotation of our common stock on the OTC Bulletin Board does not assure that a meaningful, consistent and liquid trading market currently exists, and in recent years such market has experienced extreme price and volume fluctuations that have particularly affected the market prices of many smaller companies like us. Our common stock is subject to this volatility. Sales of substantial amounts of common stock, or the perception that such sales might occur, could adversely affect prevailing market prices of our common stock and our stock price may decline substantially in a short time and our stockholders could suffer losses or be unable to liquidate their holdings.

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We may not be able to achieve secondary trading of our stock in certain states because our common stock is not nationally traded, which could subject our stockholders to significant restrictions and costs.

Because our common stock is not approved for trading on the Nasdaq Global Market or listed for trading on another national securities exchange, our common stock is subject to the securities laws of the various states and jurisdictions of the United States in addition to federal securities law. This regulation covers any primary offering we might attempt and all secondary trading by our stockholders. While we may register our common stock or qualify for exemptions for our common stock in one of more states, if we fail to do so the investors in those states where we have not taken such steps may not be allowed to purchase our stock or those who presently hold our stock may not be able to resell their shares without substantial effort and expense. These restrictions and potential costs could be significant burdens on our stockholders.

We are able to issue shares of preferred stock with rights superior to those of holders of our common stock which may adversely affect our common stock.

Our Certificate of Incorporation provides for the authorization of 999,999 shares of “blank check” preferred stock. Pursuant to our Certificate of Incorporation, our board of directors is authorized to issue such “blank check” preferred stock with rights that are superior to the rights of holders of our common stock. The issuance of such preferred stock may adversely impact the rights of holders of our common stock.

If we issue additional shares of stock, such issuances can dilute the tangible net book value of shares of our outstanding stock.

We may issue shares of stock at a purchase price that is substantially lower than the market price of shares of our common stock, without stockholder approval. If we issue such shares of stock, then the tangible net book value of shares of our outstanding stock will be diluted.

Additional authorized shares of common stock available for issuance may adversely affect the market for our common stock and dilute the interests of our stockholders.

We are authorized to issue 50,000,000 shares of our common stock. As of November 6, 2006, we had 19,847,277 shares of our common stock issued and outstanding, excluding shares issuable upon exercise of our outstanding warrants and options. If shares of common stock are issued, options and warrants are exercised, holders of our common stock will experience dilution. In addition, in the event of any future financing of equity securities or securities convertible into or exchangeable for, common stock, holders of our common stock may experience dilution. Additionally, sales of substantial amounts of the common stock in the public market by these holders or perceptions that such sales may take place may lower the common stock market price.

Shares eligible for future sale may adversely affect the price of our common stock.

In connection with a private placement of securities we closed in March 2006, Charles Sander, Ira Tabankin and our former CFO Jeff Gilford entered into contractual lock-up agreements with the participants in the private placement pursuant to which they agreed that they would not sell any shares of our common stock until the first to occur of the following: (a) the ninetieth (90^th) day following the date on which the registration statement registering the shares of Common Stock issued in connection with the March 2006 private placement is declared effective by the SEC; and (b) the one year anniversary of the initial closing of the March 2006 private placement. After the lock-up agreements expire, the shares held by these individuals will be eligible for sale in the public market, subject to applicable volume limitations under Rule 144 (“Rule 144”) promulgated under the Securities Act.

In addition, from time to time certain of our stockholders not subject to the lock-up agreements described above may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, subject to certain limitations. In general, pursuant to Rule 144, a stockholder (or stockholders whose shares are aggregated) who has satisfied a one-year holding period may, under certain circumstances, sell within any three-month period a number of securities which does not exceed the greater of 1% of the then outstanding shares of common stock or the average weekly trading volume of the class during the four calendar weeks prior to such sale. Rule 144 also permits, under certain circumstances, the sale of securities, without any limitations, by a non-affiliate of our company who has satisfied a two-year holding period. Any substantial sale of our common stock pursuant to Rule 144 or pursuant to any resale prospectus may have an adverse effect on the market price of our securities.

Securities Issued during “Blank Check Company” Period

Certain securities we issued while we were a “blank check company” (as defined in the rules and regulations of the Securities and Exchange Commission) are subject to the letter dated January 21, 2000 from the Securities and Exchange Commission’s Division of Corporation Finance to NASD Regulation, Inc. (the “Worm Letter”). As stated in the Worm Letter, it is the position of the Securities and Exchange Commission’s Division of Corporation Finance that securities issued

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by “blank check companies” are not transferable under Rule 144 under the Securities Act. As a result, these securities may not be transferred under Rule 144. All securities that we believe were issued while we were a “blank check company” are currently being registered for resale.

It is uncertain whether we will ever pay dividends or ever provide an opportunity for any return on investment. Our securities should not be purchased by persons who cannot afford the loss of their entire investment.

It is uncertain whether we will ever pay dividends on our common stock. Moreover, under Delaware General Corporation Law, dividends can only be paid from surplus or, if no surplus, out of net profits for the then current or next preceding fiscal year and there is no assurance that any such surplus or profit will be generated. Our securities should not be purchased by persons who cannot afford the loss of their entire investment.

Item 3. Controls and Procedures.

(a)Evaluation of Disclosure Controls and Procedures.We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant to the Securities Exchange Act of 1934, as amended, 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 for timely decisions regarding 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 is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rule 13a-15(b) of the Securities Exchange of 1934, as amended, 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 quarter covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

(b)Changes in Internal Controls.There was no change in our internal control over financial reporting during the quarter ended September 30, 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 1. Legal Proceedings.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable.

Item 3. Defaults Upon Senior Securities.

Not applicable.

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

Not applicable.

Item 5. Other Information.

Not applicable.

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Item 6. Exhibits.

EXHIBIT INDEX

EXHIBIT #	DESCRIPTION
3.1(1)	Amended and Restated Certificate of Incorporation of the Registrant.
3.2(2)	Amended Bylaws of the Registrant.
4.13(7)	Form of Warrant issued to Emerging Growth Equities, Ltd.
4.14(6)	Form of Series E Warrant.
10.30(3)	Separation and Release Agreement, dated as of August 31, 2006 by and between Catcher, Inc. and John Sutton.
10.31(4)	Interim Executive Services Agreement, dated as of September 5, 2006 by and between Tatum, LLC and Catcher Holdings, Inc.*
10.32(5)	Confidential Settlement Agreement and Mutual Release of Claims, dated as of October 6, 2006 by and between Catcher, Inc. and Jeff Gilford.
10.33	Lease Agreement, dated as of October 12, 2006, by and between Catcher and GPO Riverbend, LLC
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.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(1) Previously filed on Form 8-K with the SEC on June 28, 2005 and incorporated herein by reference.

(2) Previously filed with the SEC on Form 10-SB on May 29, 2003 and Form 8-K on August 1, 2005 and herein incorporated by reference.

(3) Previously filed with the SEC on Form 8-K on September 6, 2005 and herein incorporated by reference.

(4) Previously filed with the SEC on Form 8-K on September 11, 2005 and herein incorporated by reference.

(5) Previously filed with the SEC on Form 8-K on October 10, 2005 and herein incorporated by reference.

(6) Previously filed with the SEC on Form 8-K on November 8, 2006 and herein incorporated by reference.

(7) Previously filed with the SEC on Form 10-QSB on August 10, 2006 and herein incorporated by reference.

* Certain confidential portions of this exhibit were omitted and provided separately to the Securities and Exchange Commission pursuant to a request for confidential treatment.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CATCHER HOLDINGS, INC.
Date: November 14, 2006	By:	/s/ Charles Sander
		Name: Charles Sander
		Title: Chief Executive Officer
		(Principal Executive Officer)
Date: November 14, 2006	By:	/s/ Debra Hoopes
		Name: Debra Hoopes
		Title: Chief Financial Officer
		(Principal Financial and Accounting Officer)

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