UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K AMENDMENT NO. 1

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934

MAY 4, 2005
(Date of Report)

CATCHER HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 0-50299 62-0201385

(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

39526 CHARLESTOWN PIKE
HAMILTON, VA 20158-3322
(Address of principal executive offices)

(540) 882-3087
(Registrant's telephone number, including area code)

U.S. TELESIS HOLDINGS, INC.
41 COMMONWEALTH AVENUE, BOSTON, MA 02116
(Former name or former address, if changed since last report.)

This Amendment No. 1 to the Form 8-K filing amends and restates in its
entirety the Form 8-K, dated May 4, 2005, originally filed with the Securities
and Exchange Commission ("SEC") on May 10, 2005.

SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS;

SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

GENERAL

Effective May 4, 2005, Catcher Holdings, Inc., (which changed its name
from U.S. Telesis Holdings, Inc. on June 23, 2005 pursuant to the Amended and
Restated Certificate of Incorporation filed with the Delaware Secretary of State
on June 23, 2005) (the "Company") acquired 100% of the outstanding stock of
Catcher, Inc., a Delaware corporation ("Catcher") through a series of stock
purchase agreements with the shareholders of Catcher (the "Acquisition"),
pursuant to which Catcher became a wholly-owned subsidiary of the Company. In
connection with the Acquisition, the Company acquired (i) all of the issued and
outstanding shares of common stock of Catcher in exchange for an aggregate of
34,911,900 shares of authorized, but theretofore unissued shares of common
stock, $.001 par value, of the Company (the "Common Stock"), and (ii) all of the
issued and outstanding Series A Preferred Stock of Catcher in exchange for
733,778 shares of authorized, but theretofore unissued shares of Series A
Preferred Stock, $.001 par value, of the Company (the "Series A Preferred
Stock") (the terms of which Series A Preferred Stock were designated by the
Board of Directors by an Amended and Restated Certificate of Designation filed
by the Company with the Delaware Secretary of State on May 3, 2005). In
addition, the Company assumed Catcher's obligations under Catcher's issued and
outstanding Series A and Series B warrants to purchase Catcher's common stock to
issue an aggregate of 32,402,600 shares of Common Stock to the warrant holders.

Immediately following the Acquisition on May 6, 2005, stockholders
holding a majority of all of the issued and outstanding Common Stock and Series
A Preferred Stock of the Company executed a written consent (the "Consent")
without a meeting pursuant to Section 228(e) of the Delaware General Corporation
Law ("DGCL"). The Consent provided that (a) the Certificate of Incorporation of
the Company shall be amended and restated (the "Amended and Restated Certificate
of Incorporation") to (1) change the name of the Company to Catcher Holdings,
Inc.; (2) provide for a 1 for 7.2 reverse stock split in respect of the
Company's issued and outstanding Common Stock (the "Reverse Split"); and (3)
otherwise to amend and restate the Company's certificate of incorporation; and
(b) set the number of members of the Board of Directors at five (5) members,
elect three (3) directors and permit those three directors to fill the remaining
two vacancies on the Board of Directors by appointing an additional two
directors.

Effective as of June 23, 2005, following the distribution of an
Information Statement to the stockholders of the Company, the actions authorized
by the Consent, including the filing of the Amended and Restated Certificate of
Incorporation and the Reverse Split, were implemented.

Prior to the Acquisition, there were 12,825,000 shares of the Company's
Common Stock

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outstanding. Immediately following the Acquisition, there were 47,736,900 shares
of Common Stock outstanding and Series A Warrants and Series B Warrants to
purchase an aggregate of 32,402,600 shares of Common Stock. Following the
Reverse Split, the Series A Preferred Stock (except for the one share held by
Ira Tabankin) was automatically converted into 5,870,216 shares of Common Stock.
Accordingly, following the Reverse Split, there is 12,500,341 shares of Common
Stock outstanding, one share of Series A Preferred Stock outstanding and
warrants to purchase 4,500,362 shares of Common Stock.

Under a Registration Rights Agreement, dated as of May 4, 2005, by and
among the Company and persons listed thereto, the Company is required to file a
registration statement with respect to its Common Stock (a) issued to the former
common stockholders of Catcher (b) issued upon conversion of the Series A
Preferred Stock following the Reverse Split and (c) issued upon exercise of the
Series A and Series B Warrants within 90 days of the date of the Acquisition and
to have those shares registered under the Securities Act of 1933, as amended
within 180 days of the Acquisition.

DESCRIPTION OF THE COMPANY'S CAPITAL STOCK

The Company is authorized to issue 50,000,000 shares of its Common
Stock, and 1,000,000 shares of its Preferred Stock. In connection with the
Acquisition, on May 3, 2005, the Company designated 800,000 shares of Preferred
Stock as Series A Preferred Stock. As of the date of this filing, the Company
has 12,500,341 shares of Common Stock issued and outstanding and 1 share of
Series A Preferred Stock issued and outstanding. Also outstanding are Series A
Warrants and Series B Warrants to purchase 4,500,362 shares of its Common Stock.

The holders of the shares of Common Stock have equal ratable rights to
dividends from funds legally available therefor when, as and if declared by the
board of directors of the Company and are entitled to share ratably in all of
the assets of the Company available for distribution to holders of Common Stock
upon the liquidation, dissolution or winding up of the affairs of the Company.
Holders of the Company's Preferred Stock will have the same rights as the
holders of the Common Stock with respect to dividends and upon liquidation,
dissolution or winding up of the affairs of the Company, except that the holders
of the Series A Preferred Stock, voting as a group, will have the right to
appoint one director to the board of directors of the Company. There is one
share of Series A Preferred Stock issued and outstanding, held by Ira Tabankin.
Accordingly, for so long as Mr. Tabankin holds such share of Series A Preferred
Stock and it has not been converted, Mr. Tabankin shall have the right to
appoint one member of the Company's Board of Directors. The Series A Preferred
Stock shall convert to Common Stock on the earliest of the third anniversary of
the Acquisition or the election by Mr. Tabankin to convert.

Holders of shares of Common Stock are entitled to one vote per share on
all matters which shareholders are entitled to vote upon at all meetings of
shareholders. The holders of shares of Common Stock do not have cumulative
voting rights, which means that, subject to the rights of the holders of the
Series A Preferred Stock, described above, the holders of more than 50% of the
Company's outstanding voting securities can elect all of the directors of the
Company. Holders of the Company's Series A Preferred Stock will have the same
voting rights as the holders of the Company's Common Stock and may vote their
shares on any matter that comes before the shareholders of the Company on an "as
converted" basis. Neither the holders of shares of Common Stock nor the holders
of shares of Series A Preferred Stock have preemptive rights.

The payment by the Company of dividends, if any, in the future rests
within the discretion of its Board of Directors and will depend, among other
things, upon the Company's earnings, capital requirements and financial
condition, as well as other relevant factors. The Company does not intend to pay
any cash dividends in the foreseeable future, but intends to retain all
earnings, if any, for use in its business.

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DESCRIPTION OF THE SERIES A AND SERIES B WARRANTS.

SERIES A WARRANT. As of the date of this filing, there are 2,250,181
Series A Warrants outstanding. Each Series A Warrant will entitle the holder to
purchase one share of the common stock of the Public Company at $1.50 per share
(the "Series A Exercise Price"), exercisable for a period of five years. Once
the common stock of the Company, issuable upon exercise of the Warrants, is
registered with the SEC, the Series A Warrants may be called by the Company 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 pre-emptive 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, the Public Company may
repurchase all Series A Warrants then held for a purchase price of $.01 per
Series A Warrant unless and to the extent that the Series A Warrant holder first
exercises Series A Warrants at the at the Series A Exercise Price.

SERIES B WARRANT. As of the date of this filing, there are 2,250,181
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 common stock of the
Company, issuable upon exercise of the Series B Warrants, is registered with the
SEC, the Series B Warrants may be called by the Company upon notice to the
warrant holder from time to time at any time that the common stock of the Public
Company 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 pre-emptive 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, the Company may
repurchase all Series B Warrants then held for a purchase price of $.01 per
Series B Warrant unless and to the extent that the Series B Warrant holder first
exercises Series B Warrants at the at the Series B Exercise Price.

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table sets forth information as of the date of this
filing with respect to the beneficial ownership of the outstanding shares of
Common Stock and Preferred Stock by (i) each person known by the Company to
beneficially own five percent (5%) or more of the outstanding shares; (ii) the
Company's officers and directors; (iii) the Company's officers and directors as
a group prior to the Reverse Split; and (iv) the Company's current officers and
directors as a group immediately following the Reverse Split.

As used in the table below, the term "BENEFICIAL OWNERSHIP" means the
sole or shared power to vote or direct the voting, or to dispose or direct the
disposition, of any security. A person is deemed as of any date to have
beneficial ownership of any security that such person has a right to acquire
within 60 days after such date. Except as otherwise indicated, the stockholders
listed below have sole voting and investment powers with respect to the shares
indicated.

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- ---------------------------------------------------------------------------------------------------------------------
NAME OF STOCKHOLDER COMMON STOCK AND PERCENT OF COMMON STOCK PERCENT OF COMPANY COMMON
PREFERRED STOCK (P) COMPANY COMMON BENEFICIALLY OWNED STOCK FOLLOWING REVERSE
PRIOR TO REVERSE SPLIT STOCK PRIOR TO FOLLOWING REVERSE SPLIT
(1) REVERSE SPLIT SPLIT (2)
- ---------------------------------------------------------------------------------------------------------------------

Ira Tabankin* 16,072,855(3)(P) 25.2% 2,232,341(3) 17.86%
- ---------------------------------------------------------------------------------------------------------------------
Charles Sander* 16,072,855(4)(P) 25.2% 2,232,341 17.86%
- ---------------------------------------------------------------------------------------------------------------------
Robert Prag 4,996,752(5)(P) 9.7% 699,994 5.56%
- ---------------------------------------------------------------------------------------------------------------------
Nicolas Rigopulos 1,406,125 2.9% 195,296 1.56%
- ---------------------------------------------------------------------------------------------------------------------
Hayden 3,150,000(6)(P) 6.1% 437,500 3.50%
Communications, Inc.
- ---------------------------------------------------------------------------------------------------------------------
Kai Hansen 3,150,000(7)(P) 6.1% 437,500 3.50%
- ---------------------------------------------------------------------------------------------------------------------
Greg J. Berlacher 3,240,000(8) 6.3% 450,000 3.60%
- ---------------------------------------------------------------------------------------------------------------------
Agile Partners, LP 9,359,200(9) 16.4% 1,299,889 10.40%

- ---------------------------------------------------------------------------------------------------------------------
Sandor Advisors LLC 7,200,000(10) 13.1% 1,000,000 7.99%
- ---------------------------------------------------------------------------------------------------------------------
John Lemak 8,400,000(11) 14.96% 1,166,667 9.33%
- ---------------------------------------------------------------------------------------------------------------------
London Family Trust 7,199,200(12) 13.1% 999,889 7.99%
- ---------------------------------------------------------------------------------------------------------------------
Attractor Capital 5,039,200(13) 9.55% 699,889 5.60%
Fund I, LLC
- ---------------------------------------------------------------------------------------------------------------------
Raleigh Ralls 3,599,600(14) 7.0% 499,945 4.00%
- ---------------------------------------------------------------------------------------------------------------------
Cathal Flynn* - - 0 0.00%
- ---------------------------------------------------------------------------------------------------------------------
H. Clayton Foushee* - - 0 0.00%
- ---------------------------------------------------------------------------------------------------------------------
Jeff Gilford* - - 234,167(1(5)) 1.84%
- ---------------------------------------------------------------------------------------------------------------------
All Executive 33,551,835 42% 4,659,977 37.28%
Officers and
Directors as a group
(Tabankin, Sander and
Rigopulos) prior to
the Consent and the
Reverse Split
- ---------------------------------------------------------------------------------------------------------------------
All Officers and - - 4,698,849 36.89%
Directors following
the effectiveness of
the Consent and the
Reverse Split
- ---------------------------------------------------------------------------------------------------------------------

* Current Officer or Directors

(P) Indicates a holder of Series A Preferred Stock prior to the Reverse Split
and Conversion of the Series A Preferred Stock effective June 23, 2005.

(1) Assumes Series A Preferred Stockholders (indicated with a (P)) have
converted their Preferred Stock into common stock.

(2) Following conversion of all but one share of the Series A Preferred Stock
following the Reverse Split.

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(3) Based upon Mr. Tabankin's ownership of 279,042.625 shares of Series A
Preferred Stock prior to the Reverse Split. Following the Reverse Split,
Mr. Tabankin continues to hold one share of Series A Preferred Stock that
is convertible to 8 shares of Common Stock.

(4) Based upon Mr. Sander's ownership of 279,042.625 shares of Series A
Preferred Stock prior to the Reverse Split

(5) 3,819,902 shares of Common Stock are beneficially owned by Robert Prag by
virtue of his ownership of 66,317.75 shares of Series A Preferred Stock.
1,176,850 shares of Common Stock are owned directly by Robert Prag.

(6) Based upon the ownership by Hayden Communications, Inc. of 54,687.5 shares
of Series A Preferred Stock prior to the Reverse Split

(7) Based upon Mr. Hansen's ownership of 54,687.5 shares of Series A Preferred
Stock prior to the Reverse Split

(8) Based upon (a) Mr. Berlacher's ownership directly of 432,000 shares of
Common Stock, a Series A Warrant to purchase 216,000 shares of Common Stock
and a Series B Warrant to purchase 216,000 shares of Common Stock, and (b)
Mr. Berlacher's beneficial ownership of 1,188,000 shares of Common Stock, a
Series A Warrant to purchase 594,000 shares of Common Stock and a Series B
Warrant to purchase 594,000 shares of Common Stock through VFT Special
Ventures, Ltd. all prior to the Reverse Split.

(9) Based upon the ownership by Agile Partners, L.P. of 4,679,600 shares of
Common Stock and a Series A Warrant to purchase 2,339,800 shares of Common
Stock and a Series B Warrant to purchase 2,339,800 shares of Common Stock
all prior to the Reverse Split.

(10) Based upon the ownership by Sandor Capital Master Fund, LP of 3,600,000
shares of Common Stock and a Series A Warrant to purchase 1,800,000 shares
of Common Stock and a Series B Warrant to purchase 1,800,000 shares of
Common Stock all prior to the Reverse Split.

(11) Based upon (a) the ownership by Mr. Lemak of 720,000 shares of Common Stock
and a Series A Warrant to purchase 360,000 shares of Common Stock and a
Series B Warrant to purchase 360,000 shares of Common Stock and (b) the
ownership by Sandor Capital Master Fund, LP of 3,600,000 shares of Common
Stock and a Series A Warrant to purchase 1,800,000 shares of Common Stock
and a Series B Warrant to purchase 1,800,000 shares of Common Stock all
prior to the Reverse Split.

(12) Based upon the ownership by the London Family Trust of 3,599,600 shares of
Common Stock and a Series A Warrant to purchase 1,799,800 shares of Common
Stock and a Series B Warrant to purchase 1,799,800 shares of Common Stock
all prior to the Reverse Split.

(13) Based upon the ownership by Attractor Capital Fund I, LLC of 2,519,600
shares of Common Stock and a Series A Warrant to purchase 1,259,800 shares
of Common Stock and a Series B Warrant to purchase 1,259,800 shares of
Common Stock all prior to the Reverse Split.

(14) Based upon Mr. Ralls' ownership of 1,799,800 shares of Common Stock and a
Series A Warrant to purchase 899,900 shares of Common Stock and a Series B
Warrant to purchase 899,900 shares of Common Stock all prior to the Reverse
Split.

(15) Mr. Gilford holds a Warrant to purchase 65,000 shares of Common Stock of
the Company. In addition, pursuant to the terms of his Employment
Agreement, Mr. Gilford was granted an option to purchase a total of 918,000
shares of Common Stock pursuant to a Stock Option Plan approved by Board of
Directors on June 24, 2005 which Stock Option Plan and grant remain subject
to shareholder approval. Of that option grant, 145,000 options vest on June
16, 2005; 435,000 pro rata monthly over the next three years; 48,250
options vest on June 16, 2006 and 144,750 options vest pro rata monthly
during the three year period following June 16, 2006; and 36,250 options
vest on June 16, 2007 and 108,750 options vest pro rata monthly during the
three year period following June 16, 2007. Accordingly, as of the date
hereof and within 60 days of the date hereof, a total of 169,167 options
have vested.

ELECTION OF DIRECTORS AND EXECUTIVE OFFICERS

AS OF THE ACQUISITION

Immediately prior to the Acquisition, the Board of Directors of the
Company consisted of two members -- Nicolas Rigopulos and Jules Benge Prag IV.
Mr. Rigopulos served as President and Chief Executive Officer and Chief
Financial Officer and Jules Benge Prag IV acted as Secretary of the Company. In
connection with the Acquisition, Mr. Rigopulos resigned as President and Chief
Executive Officer and Jules Benge Prag IV resigned as a Director and as
Secretary. The Board of Directors, by written consent dated May 5, 2005, elected
Ira Tabankin, the President and sole director of

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Catcher, as a Director and as Secretary of the Company and Charles Sander as
President and Chief Executive Officer of the Company.

FOLLOWING THE ACQUISITION

The Consent executed by a majority of the shareholders of the Company
as a condition subsequent to the Acquisition provides that (a) the number of
members of the Board of Directors shall equal at least five members, (b) that
Nicolas Rigopulos shall be removed as a member of the Board of Directors and
that Ira Tabankin, Charles Sander and Cathal Flynn shall be elected as three of
the five members of the Board of Directors. Those three directors were
authorized to appoint the additional two directors without obtaining the
approval of the shareholders of the Company to serve until the next annual
meeting of the shareholders of the Company. Effective June 23, 2005, the newly
constituted Board of Directors, following a meeting of the Board of Directors
held on that date, elected H. Clayton Foushee, Jr. as a Director of the Company
to hold such position until the next annual meeting of the shareholders or until
his successor is elected and qualified. Mr. Flynn and Mr. Foushee have no
material relationship with the Company that would interfere with their exercise
of independent judgment. As independent Directors, Mr. Flynn and Mr. Foushee
will participate in the Company's proposed Independent Director's Plan as
outlined in "Board of Directors Committees and Meetings," below.

In addition, effective June 23, 2005, Mr. Rigopulos resigned as the
Chief Financial Officer of the Company and Jeff Gilford was appointed Chief
Financial Officer.

Set forth below is certain information with respect to the officers and
directors of the Company on the date of this filing:

NAME AGE POSITION

Ira Tabankin 55 Director and Secretary of the Company. Mr.
Tabankin is also Chief Technical Officer and
Chairman of the Board of Catcher, the
Company's subsidiary

Charles Sander 56 Director and President and Chief Executive
Officer. Mr. Sander will also be elected as
President and Chief Executive Officer of
Catcher, the Company's subsidiary

Rear Admiral 66 Director
(Retired) Cathal Flynn

H. Clayton Foushee, Jr. 52 Director

Jeff Gilford 44 Chief Financial Officer. Mr. Gilford shall
also be elected as Chief Financial Officer of
Catcher, the Company's subsidiary

The following is a brief description of the business background of each
of the named executive officers and directors of the Company:

CHARLES SANDER, DIRECTOR AND PRESIDENT AND CHIEF EXECUTIVE OFFICER. Mr.
Sander has more than 30 years' experience in the aviation security/operations
arena. From June 2002 until joining Catcher and the Company, Mr. Sander was Vice
President and Partner at Unisys Corporation's Global Transportation Unit where
he headed Unisys' Airports business practice in the development and marketing of
aviation products and services. From September 2000 to June 2002, Mr. Sander was
Vice President for Aviation Sales at Scanz Communications, Inc. From March 1998
to September 2000, Mr. Sander was first an Executive Account Manager and, in
December of 1999, Regional Director, Aviation Sales for TYCO/ADT Security
Services, Inc. having launched Tyco's aviation security group. Mr.

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Sander started his professional career as a military air traffic controller and
also held the position of BWI airport general manager. Mr. Sander will also
serve as President and Chief Executive Officer of Catcher.

IRA TABANKIN, DIRECTOR AND SECRETARY. Mr. Tabankin has more than 30
years' experience developing and launching new products for such companies as
SHARP Electronics, NovAtel Communications, Robert Bosch and Cadence Design
Services. Prior to founding Catcher in 2005, Mr. Tabankin was President and
Chief Executive Officer of LCM Technologies, Inc., a company he founded in 2004
for purposes of developing the CATCHER(TM) device. From July 2002 until founding
LCM Technologies, Inc. in 2004, Mr. Tabankin was an independent consultant for
his own company, IJT Consulting through which he provided consulting services to
various clients. From February of 1999 to July 2002, Mr. Tabankin was Chief
Strategic Officer of ScanZ Communications, Inc. Mr. Tabankin will also serve as
the sole director, Chairman and Chief Technical Officer of Catcher.

REAR ADMIRAL (RETIRED) CATHAL FLYNN, DIRECTOR. Admiral Flynn began his
naval career in 1960. In 30 years of active service, he served mainly in areas
of naval special warfare, joint special operations, measures to combat
terrorism, and international security affairs. Promoted to Rear Admiral in 1985,
he served successively as Commander, Naval Security and Investigative Command
(and concurrently as Assistant Director of Naval Intelligence for
Counterintelligence and Anti-terrorism), Director of Plans and Policy, US
Special Operations Command, and Deputy Assistant Secretary of Defense for
Special Operations. After retiring in 1990, Rear Admiral Flynn joined Science
Applications International Corporation. He concurrently served on committees of
the National Research Council and the Defense Science Board. From 1993 to 2000,
Rear Admiral Flynn was the Associate Administrator for Civil Aviation Security
in the Federal Aviation Administration. Since early 2001, Admiral Flynn has
acted as an independent consultant to numerous clients, in the area of civil
aviation security. From 2001 to 2002, Admiral Flynn was a consultant to
Argenbright Security, Inc, and was a non-voting member of the Board of that
company. Since December 2004, Admiral Flynn has been a member of the Advisory
Board of Isonics, Inc.

H. CLAYTON FOUSHEE, JR., DIRECTOR. Dr. Foushee has a wealth of
experience in the aviation, operations, legislation, safety and security fields.
He spent nearly a decade in senior executive positions with Northwest Airlines,
first as Managing Director, Flight Procedures, Training and Standards from 1992
to 1993, then as Vice President, Flight Operations from 1993 to 1998 and finally
as Vice President, Regulatory Affairs from 1998 to 2001. From 2002 until
January, 2005, Dr. Foushee was Vice President and Partner at Unisys
Corporation's Global Transportation Division where he managed major strategic
transportation projects and coordinated significant public and private industry
initiatives with the Congress and government agencies. Most recently, since
February, 2005, Dr. Foushee has been a non-attorney partner with the law firm
Zucker, Stoutt and Rasenberger, LLP and Director of Government Affairs for
Farugutt International, LLC, a Washington, D.C. based consultancy.

JEFF GILFORD, Chief Financial Officer. Mr. Gilford has more than 20
years' experience as a finance and operations executive. Prior to joining
Catcher in 2005, Mr. Gilford was a Principal of BlackFord Partners, Inc., a
company he co-founded in 2001. BlackFord is a financial advisory firm providing
Acting Chief Financial Officer services to early stage venture backed technology
companies, focusing on areas including securing business financing, strategy
formulation, development of financial infrastructure, and direction with
operational matters. From 1998 until founding BlackFord Partners, Inc., Mr.
Gilford was the Vice-President of Finance/Chief Financial Officer of
OrderFusion, Inc. a sell-side e-commerce software provider. Mr. Gilford began
his career as a licensed California CPA with Touche Ross & Co. (currently
Deloitte & Touche USA LLP), and holds a Master's of Business Administration and
BS in Business Administration from San Diego State University.

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BOARD OF DIRECTORS COMMITTEES AND MEETINGS

Currently, the Board of Directors has no separate audit, nominating and
corporate governance or compensation committees and acts as such as an entire
board. The Company intends to form an audit committee, a compensation committee
and a nominating and corporate governance committee. The members of the
Committee have yet to be determined.

During the year ended December 31, 2004, and during the six months
ended June 30, 2005, the Board of Directors of the Company held one meeting on
June 24, 2005 and took action by written consent on four occasions.

COMMITTEES OF THE BOARD OF DIRECTORS

The Company intends to establish an audit committee, a compensation
committee, and a nominating and corporate governance committee of the Board of
Directors which shall be responsible, respectively, for the matters described
below.

AUDIT COMMITTEE

The audit committee shall be responsible for the following:

o reviewing the results of the audit engagement with the
independent auditors;

o identifying irregularities in the management of our business
in consultation with our independent accountants, and
suggesting an appropriate course of action;

o reviewing the adequacy, scope, and results of the internal
accounting controls and procedures;

o reviewing the degree of independence of the auditors, as well
as the nature and scope of our relationship with our
independent auditors;

o reviewing the auditors' fees; and

o recommending the engagement of auditors to the full board of
directors.

A charter to be adopted following the Acquisition will govern the audit
committee. The Board of Directors is considering which of its members should be
members of the Audit Committee.

COMPENSATION COMMITTEE

The compensation committee will determine the salaries and incentive
compensation of the Company's officers and provide recommendations for the
salaries and incentive compensation of its other employees and consultants.

The compensation of the executive officers of the Company is generally
determined by the compensation committee of its board of directors, subject to
applicable employment agreements. The compensation programs of the Company and
Catcher are intended to enable the attraction, motivation, reward, and retention
of the management talent required to achieve corporate objectives and thereby
increase shareholder value. The Company anticipates that it and Catcher's
compensation policy will be to provide incentives to its senior management to
achieve both short-term and long-term objectives and to reward exceptional
performance and contributions to the development of the Company and Catcher's
business. To attain these objectives, the executive compensation program may
include a competitive base salary, cash incentive bonuses, and stock-based
compensation.

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In this connection, on June 24, 2005, the Board of Directors of the
Company approved a 2005 Stock Option Plan with options to purchase 2,219,000
shares of the Company's Common Stock (the "ESOP"). Under the ESOP, options to
purchase Common Stock, or restricted Common Stock subject to the Company's
repurchase right, may be granted to employees, including executive officers, by
the Board of Directors or the compensation committee. The intent is to provide
an incentive that focuses the employee's attention on managing the business from
the perspective of an owner with an equity stake in the business. Options shall
generally be awarded with an exercise price equal to the fair market value of
underlying securities on the date of grant and have a maximum term of ten years.
In addition, on June 24, 2005, the Board of Directors of the Company approved a
2005 Stock Option Plan for Independent and Non-Employee Directors with options
to purchase 100,000 shares of the Company's Common Stock (the "Independent
Director's Plan"). Pursuant to that plan, upon first election or appointment to
the Board of Directors, an eligible director will be granted an option to
purchase 10,000 shares of Common Stock and, immediately following each annual
stockholders meeting, commencing with the meeting following the close of fiscal
year 2005 each eligible director, other than an eligible director first elected
to the Board within the 12 months immediately preceding and including such
meeting, will be granted an option to purchase 10,000 shares of Common Stock.
Both the ESOP and the Independent Director's Plan remain subject to Stockholder
approval.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

The functions of the nominating and governance committee include the
following:

o identifying and recommending to the Board of Directors
individuals qualified to serve as the directors and on the
committees of the Board of Directors;

o advising the Board of Directors with respect to matters of
board composition, procedures and committees;

o developing and recommending to the Board of Directors a set of
corporate governance principles applicable to us and
overseeing corporate governance matters generally; and

o overseeing the annual evaluation of the board and our
management.

A charter to be adopted following the Acquisition will govern the
nominating and governance committee. The members of the nominating and
governance committee are yet to be determined, each of whom will be an
independent director.

Following the Acquisition, the nominating and governance committee will
consider director candidates recommended by stockholders. In considering
candidates submitted by stockholders, the nominating and governance committee
will take into consideration the needs of the Board of Directors of the Company
and the qualifications of the candidate. The nominating and governance committee
may also take into consideration the number of shares held by the recommending
stockholder and the length of time that such shares have been held. To have a
candidate considered by the nominating and governance committee, a stockholder
must submit the recommendation in writing and must include the following
information:

o the name of the stockholder;

o evidence of the stockholder's ownership of our common stock,
including the number of shares owned and the length of time of
ownership;

-10-

o the name of the candidate;

o the candidate's resume or a listing of his or her
qualifications to be one of our directors; and

o the candidate's consent to be named as a director if selected
by the nominating and governance committee and nominated by
the Board.

The stockholder recommendation and information described above must be
sent to the Corporate Secretary at the Company's executive offices located at
39526 Charlestown Pike, Hamilton, VA 20158 and must be received by the Corporate
Secretary not less than 120 days prior to the anniversary date of the Company's
most recent annual meeting of stockholders.

The Directors believe that the minimum qualifications for service as
one of our directors are that a nominee possess an ability, as demonstrated by
recognized success in his or her field, to make meaningful contributions to the
Board of Director's oversight of the business and our affairs and an impeccable
reputation of integrity and competence in his or her personal or professional
activities. The nominating and governance committee's evaluation of potential
candidates shall be consistent with the Board of Director's criteria for
selecting new directors. Such criteria include an understanding of our business
environment and the possession of such knowledge, skills, expertise, and
diversity of experience so as to enhance the board's ability to manage and
direct our affairs and business, including when applicable, to enhance the
ability of committees of the Board of Directors to fulfill their duties and/or
satisfy any independence requirements imposed by law, regulation or listing
requirements.

The nominating and governance committee may receive suggestions from
current board members, company executive officers, or other sources, which may
be either unsolicited or in response to requests from the nominating and
governance committee for such candidates. The nominating and governance
committee also, from time to time, may engage firms that specialize in
identifying director candidates. As described above, the nominating and
governance committee will also consider candidates recommended by stockholders.

Once the nominating and governance committee has identified a person as
a potential candidate, the committee may collect and review publicly available
information regarding the person to assess whether the person should be
considered further. If the committee determines that the candidate warrants
further consideration, the Chairman of the Board of Directors or another member
of the committee may contact the person. Generally, if the person expresses a
willingness to be considered and to serve on the Board of Directors, the
nominating and governance committee may request information from the candidate,
review the person's accomplishments and qualifications and may conduct one or
more interviews with the candidate. The committee may consider all such
information in light of information regarding any other candidates that the
committee might be evaluating for membership on the Board of Directors. In
certain instances, committee members may contact one or more references provided
by the candidate or may contact other members of the business community or other
persons that may have greater first-hand knowledge of the candidate's
accomplishments. The nominating and governance committee's evaluation process
does not vary based on whether or not a candidate is recommended by a
stockholder, although, as stated above, the board may take into consideration
the number of shares held by the recommending stockholder and the length of time
that such shares have been held.

EXECUTIVE COMPENSATION

The Company does not currently have employment agreements with any of
its directors or

-11-

officers. Certain of its officers are employed by the Catcher, the Company's
subsidiary. The Company's current directors do not presently receive any
compensation for their services as directors although the Company's independent
non-employee directors are compensated for expenses relating to attendance at
meetings of the Board.

Messrs. Tabankin Sander each have written employment agreements with
Catcher. The employment agreements for Messrs. Tabankin and Sander provide a
base annual salary of $216,000, $250,000 respectively. The Employment Agreements
have a three-year initial term. Each of the agreements has a limited
termination-for-cause provision and a post-employment
non-competition/non-solicitation clause, effective unless the agreement is
terminated by the Company without cause or if the employee resigns for good
reason. The non-competition/non-solicitation period for Messrs. Sander and
Tabankin is two years. The agreements also provide severance benefits unless
employment is terminated for "cause" (as defined in the employment agreements)
or the employment agreement is not renewed at the election of the employee. The
severance period for Messrs. Tabankin and Sander is the longer of two years or
the period remaining in the employment agreement at the time of termination or
non-renewal.

Mr. Tabankin's employment agreement also provides that if Mr.
Tabankin's employment is terminated without "cause," or if Mr. Tabankin resigns
for "good reason," as those terms are defined in the employment agreement, or if
the employment agreement expires and is not renewed at the election of Catcher,
then, in addition to his other remedies, Mr. Tabankin will have the right to
receive a running royalty of one percent (1%) of the Company's gross revenues
from the sale of the CATCHER(TM) device (the "Royalty") during each of the three
(3) years following such termination or expiration of the employment agreement.
However, if Mr. Tabankin's employment agreement expires and is not renewed at
the election of the Company, Mr. Tabankin's right to the Royalty is conditioned
upon him electing, within ten (10) days after receiving notice of non-renewal
from Catcher, whether to permit the Company to repurchase his capital stock in
the Company at par value or to receive the Royalty. The Royalty, if any, will be
paid quarterly by the Company within thirty (30) days following the end of each
calendar quarter.

Jeff Gilford is employed by Catcher as the Chief Financial Officer for
an initial term of three years commencing on June 16, 2005. Mr. Gilford will
receive an annual base salary of $200,000 and is entitled to participate in any
incentive bonus program Catcher may adopt for its executive employees, provided
that, in no event will such incentive bonus program provide for a bonus of less
than 50% of Mr. Gilford's base salary upon achievement of certain goals agreed
between Catcher and the Board of Directors. In addition, Mr. Gilford will be
paid a one-time signing bonus of $15,000 not part of any incentive bonus program
or yearly bonus within 30 days from the execution of the Employment Agreement.
Mr. Gilford is also entitled to options to purchase 918,000 shares of common
stock of the Company at an exercise price of $3.74 vesting over three years in
three separate tranches consisting of (1) a first tranche of 580,000 shares, 25%
of which vests on June 16, 2005 with the remaining 75% vesting monthly, pro rata
each month, over the three year period following June 16, 2005, (2) a second
tranche of 193,000, 25% of which vests on June 16, 2006, with the remaining 75%
vesting monthly, pro rata each month, over the three year period following June
16, 2006 and (3) a third tranche of 145,000 shares, 25% of which vests on June
16, 2007 with the remaining 75% vesting monthly, pro rata each month, over the
three year period following June 16, 2007. If there is a "Change of Control" of
the Company (as that term will be defined in an agreement between the Company
and Mr. Gilford), all unvested options will immediately vest. However, if Mr.
Gilford's employment is terminated without Cause or for Good Reason (as each of
those terms are defined in the Employment Agreement), any unvested options in a
tranche that had commenced to vest shall immediately vest. The grant of options
are subject to stockholder approval of a stock option plan of the Company.

-12-

BENEFIT PLANS

Catcher entered into an agreement with a company to provide Catcher
employees with usual and customary health benefits and a 401(k) plan. Benefits
will be administered in accordance with such agreement and consistent with the
Catcher employee manual which will be adopted by Catcher.

-13-

BUSINESS

CATCHER HOLDINGS, INC.

The Company (formerly U.S. Telesis Holdings, Inc. and before that, U.S.
Telesis, Inc.) was incorporated under the laws of the state of Delaware on
August 25, 1998. In a merger agreement dated May 20, 1999, U.S. Telesis, Inc.
merged with and into Woodland Communications Group, Inc. and thereafter on June
3, 1999, Woodland Communications Group, Inc. changed its name to U.S. Telesis
Holdings, Inc. Following the Acquisition, effective June 23, 2005, the Company
changed its name to Catcher Holdings, Inc.

The Company was organized to provide diverse telecommunications
products and services to the small and medium business community in the
southeastern United States and to develop a niche market strategy of reselling
long distance services to the electrical cooperative community. As a result of
the dramatic decline in the telecommunications industry, the Company has
abandoned its business objective to provide such telecommunications products and
services.

The Company filed a registration statement on May 29, 2003, which was
amended on Form 10-SB/A filed on July 16, 2003 to become a reporting company.

The Company's plan was to identify and complete a merger or acquisition
primarily in consideration of the issuance of shares of the Company's capital
stock with a private entity whose business presents an opportunity for the
Company's stockholders. Consistent with that plan, effective May 4, 2005, the
Company acquired 100% of the outstanding stock of Catcher through a series of
stock purchases with the shareholders of Catcher pursuant to which Catcher
became a wholly-owned subsidiary of the Company. The Company's principal
business shall be the ownership of Catcher, which will act as the Company's
operating subsidiary.

CATCHER, INC.

ORGANIZATIONAL HISTORY

Catcher was organized in Delaware effective April 20, 2005. Catcher was
formed principally to operate the business of developing, manufacturing and
distributing a portable, ruggedized, wireless handheld security device (the
"CATCHER(TM) device"). Pursuant to an asset purchase agreement between the
Company and LCM Technologies, Inc. ("LCM"), Catcher purchased certain assets and
assumed certain liabilities of LCM and its founder, Ira Tabankin, relating to
the CATCHER(TM) device and the business of LCM.

OVERVIEW OF THE BUSINESS

THE NEED FOR THE CATCHER(TM) DEVICE. Since the events of 9/11, the
world's security agencies, those tasked with protecting their respective
nation's public safety, have implemented numerous technological improvements to
public, private and government facilities in which existing antiquated
technologies risk a breech of security or operational integrity. These
facilities include municipal and general aviation facilities, border and port
facilities and a multitude of other public and private venues. While each
improvement in technology enhances security and operational integrity, the
Company believes that very little has been done to grant key users with access
to these improvements in the form of real-time integrated, on-demand voice, data
and video. By providing access to "mission-critical" information, decision
makers, security personnel and command and control leadership will be able to
act

-14-

quickly, decisively and responsibly in emergency and operational situations--so
critical to maintaining security and operational integrity in real time.

The CATCHER(TM) device is the culmination of years of developing a
product concept that the Company believes will meet the needs of the world's
security agencies for a rugged, portable, handheld, command and control device
providing security and operations personnel with superior and uniform access to
mission-critical information in the form of secure voice, video, and text data
resulting in superior decision making.

THE CATCHER(TM) DEVICE CONCEPT. The CATCHER(TM) device, now under
development by Catcher, is a portable, ruggedized, wireless, hand-held command
control device built to military specifications. Utilizing proprietary software,
Catcher (TM) offers security and operations personnel critical real-time
wireless data and communications through an integrated platform incorporating
voice, video, data, GPS and biometric capabilities all in one small,
self-contained unit. The Company believes that the CATCHER(TM) device provides
"feet on the street" security and operations professionals with access to all
information pertinent to the security and operations environment within and
around a facility. Moreover, the CATCHER(TM) device is designed to permit
critical, real-time wireless and wired communications by security and operations
personnel using voice, data, video images, or any combination of the three, from
the site of a security-breach event. In addition, the Company believes that the
CATCHER(TM) device will permit "first responders" (those charged with being
first to an emergency situation) with unparallel access to needed information
while communicating with command and control personnel. The Company believes
that command and control access can dramatically increase first responders'
efficiency, reducing costs and, most importantly, saving lives.

THE CATCHER(TM) DEVICE

CATCHER(TM) DEVICE FEATURES AND ITS FUNCTIONALITY. The CATCHER(TM) device
is designed to be both common and unique. It is common in that it is a portable
X86 computer that runs Microsoft(R) XP Pro with Tablet PC capabilities. The
Catcher(TM) also comes with features found in a variety of products. The Company
believes that what makes CATCHER(TM) unique is that features found in a variety
of other single products are integrated in one device that is tested to Military
Standard 810F, yielding an entirely new class of product. Thus, the CATCHER(TM)
device is designed to converge multiple technologies and applications into a
single lightweight, rugged, hand-held device that has been designed to be easy
to use. Catcher(TM) has also been designed with growth in mind, allowing units
in the field to be updated with new features as they become available.

THE CATCHER(TM) DEVICE SPECIFICATIONS. The product specifications for the
CATCHER(TM) device are complete. Currently the CATCHER(TM) device is in the
final development stage. The Company projects that the first Beta test units
will be ready for in-field testing and deployment in the fourth quarter of 2005.

DEVICE LIFE CYCLE. The CATCHER(TM) device is currently in the introductory
stage of its product life cycle. The introductory phase involves sales and
distribution of the first generation CATCHER(TM) device ("C1") within the global
Air Transportation Industry market. In addition to the Air Transportation
Industry market, the C1 will be sold to a parallel market comprised of
Security/Transportation Facility Operations/First Responders. The Company
anticipates that C1 will achieve a peak market life cycle within five (5) years,
before a second version ("C2") is projected to be released for sale to the
existing market, and/or to new customers. Each new market for a version of the
CATCHER(TM) device will add to the life cycle of the original device. (See "The
Market for the CATCHER(TM) Device and the Company's Strategy.")

-15-

PRODUCT TECHNOLOGY

RESEARCH AND DEVELOPMENT. The Company intends to dedicate the majority
of its year 2005 R&D effort to completing the development and quality control
testing of the CATCHER(TM) device Beta units. Following full production, the
Company will continue to pursue its R&D development effort dedicated to
enhancing its existing CATCHER(TM) architecture, as well as researching the
viability of new markets and developing new versions of CATCHER(TM) device
technology. The Company will also regularly examine market responses to existing
CATCHER(TM) devices and will work to modify devices to meet market needs.

INTELLECTUAL PROPERTY. On July 6, 2004, Ira Tabankin and John Sutton
(also an employee of Catcher) filed with the United States Patent and Trademark
Office ("USPTO") a patent application on the CATCHER(TM) device, Patent
Application No. 10/885,515 (Portable Handheld Security Device) (the "Patent").
The Patent Application is pending. All of the right, title and interest in and
to the Patent application was assigned to Catcher. On June 11, 2004, Ira
Tabankin filed with the USPTO two Intent to Use Applications (Application
Numbers 78/433,770 and 78/433,768) for the trademarks "CATCHER" and "SECURE
CARGO VISION," respectively, both in international class 9. The trademark
applications are pending. Catcher has been assigned all of the right, title, and
interest in and to those trademark applications. The Company believes that
Catcher owns or can license all of the intellectual property necessary to
conduct its business given the assumption that licensed technology and know-how
will be available on terms and conditions acceptable to the Company to
manufacture the CATCHER(TM) device to the Company's specifications.

PRODUCTION OF THE CATCHER(TM) DEVICE

PRODUCTION AND DELIVERY. Catcher intends to follow a three-tiered
production plan. In phase one Prototypes will be produced to seed the market. In
phase two, Beta versions will be used for market testing, and in phase three,
Catcher will make production units. A brief description of each phase follows:

o PROTOTYPE (SEPTEMBER 2005)

Catcher plans to build approximately 5 prototype units. The
prototypes are intended as a "proof of concept," showing that the
majority of features can be built into a single small light weight
device. Catcher intends to demonstrate the prototypes to potential
system integrator marketing partners. Prototype units will not be
FCC approved and as a result will not be permitted to be sold to
generate revenue. Catcher plans to obtain frequent feedback from
prototype users under a "period of use" agreement.

o BETA (NOVEMBER 2005)

Catcher plans to build approximately 50 beta units. Catcher plans to
have the Beta units assembled on an assembly line that approximates
projected assembly conditions. Catcher intends to incorporate into
the Beta units appropriate improvements developed from the prototype
phase. The Beta units will be used to gain approvals and feedback
from potential end-users and customers. After Catcher has obtained
FCC approval, Catcher intends to sell Beta units at cost plus. As
well, Catcher intends to target Beta users that may provide grant
money for development and testing of the CATCHER(TM) device. Beta
units may be returned to Catcher or replaced with production units.

o PRODUCTION (DECEMBER 2005 ONWARD)

Initial production is intended to take place through a leading
international contract manufacturer, which is not yet under
contract. Catcher's plan is that the first two months of production
will be used to prepare for mass production. It is intended that the
third party contract manufacturer will create software for the "pick
& place" machines, and will work

-16-

closely with Catcher on quality control, testing and various
standard-compliance assurances. Catcher also envisions that third
party contract manufacturer will create for Catcher a complete
manufacturing process "package" which Catcher anticipates will
enable Catcher to license production in suitable facilities
world-wide. Catcher's intent is that after the first two months'
production, the CATCHER(TM) device may be manufactured
cost-efficiently with sufficient quality assurance almost anywhere
in the industrialized world.

Limited delivery of production units of the CATCHER(TM) device is
projected to begin in mid-December 2005. Based on discussions with
and feedback from potential customers, the Company projects initial
unit deliveries during early 2006, with anticipated average delivery
volume of approximately 12,500 units per quarter for a total of
50,000 units by year end 2006.

STRATEGIC PARTNERS FOR ENGINEERING AND PRODUCTION. Catcher is
outsourcing engineering and production services for the CATCHER(TM) device .

Catcher has entered into agreements for electronic, hardware and
software engineering and design services for the CATCHER(TM) device with D2M
Technologies, Inc. located in Round Rock, Texas. Catcher believes that D2M has a
talented group of engineers who have played critical roles in the development of
complex computer systems. Of equal importance, the Company believes that D2M is
highly experienced in working with contract manufacturing companies.

Catcher has also developed key relationships with Design Edge in
Austin, Texas. Design Edge's core expertise is in the development of hand-held
computer products, with a specific focus on tablet computing. Catcher has issued
a purchase order to Design Edge covering elements of mechanical engineering and
industrial design.

After a final production package is approved during initial production,
the Company intends to contract with contract manufacturing resources to proceed
with production-run manufacturing.

THE MARKET FOR THE CATCHER(TM) DEVICE AND THE COMPANY'S STRATEGY

MARKET OVERVIEW. The initial market for the CATCHER(TM) device exists
under the "Security Market" global banner. This is the broad market where those
responsible for protecting people, places or things have a need to access
critical security and operations information. In addition to the Security
Market, the Company believes that the CATCHER(TM) device has broad appeal to any
industry that could benefit from a convergent device able to tie together
existing facility technology with device-specific functionality to significantly
augment security, operations, maintenance and business practices through
enhanced wireless communication and data access. unencumbered by wires; e.g.,
completely mobile where and when it is needed.

The Company believes that the Security Market potential for the
CATCHER(TM) device is significant, encompassing both the public/governmental and
private sectors in domestic and international markets. However, Phase 1 of the
Company's strategy in is to exploit the narrower Airport Security and Operations
submarket, focusing specifically on the "Air Transportation" segment. The Air
Transportation market segment is comprised of government agencies (e.g., the
Transportation Security Administration ("TSA") and the Department of Homeland
Security ("DHS)), commercial and general aviation airports (e.g., Chicago O'Hare
International, Miami International, Los Angeles International, etc.) and
airlines. Phase 2 of the Company's strategy within the global Security Market
banner is to focus on Security Facilities (such as maritime ports, international
borders, buildings, etc.) Phase 3 markets will include the First Responder
Industry (e.g. Federal Emergency response teams (FEMA, Civil Defense, EPA,
etc.), State and Local Police, Fire, EMS, etc.) and Phase 4 markets will include
the US and potentially other military customers.

-17-

In addition to security applications, the Company believes that
CATCHER(TM) technology can also be used without substantial modification to
accommodate a wide variety of industries including Medical, Insurance,
Construction Management, Research and Energy. The Company foresees no immediate
end to new markets, and anticipates reselling future versions or "next
generation" devices to existing buyers and market partners.

THE AIR TRANSPORTATION MARKET. The 2005 Department of Homeland Security
("DHS") fiscal year budget includes an estimated allocation of $5.2 Billion for
the Air Transportation Market (all references are obtained from the US
Government Printing Office, Budget of the United States, February 2004, and
February 2005, references specifically to F/Y budgets 2005 and 2006 (WWW.GPO.GOV
- - Budgets of the United States 1997 - 2006)). This amount does not include
international funds made available by related international agencies or
commercial dollars from airports or air carriers. After the events of 9/11, the
relatively new Homeland Security marketplace began to focus on identifying
problems and developing solutions to enhancing operational security domestically
and abroad, more recently the attacks on transportation modal's in Madrid and
London. Critical to this focus is shoring operational security at any port of
entry, be it cargo or passenger, air, land or sea. Airports and the Air
Transportation segment are the initial "go-to" market target for the CATCHER(TM)
device. The Company will seek to capture a portion of the $5.2 billion allocated
to this market by DHS through distribution of the CATCHER(TM) device by its
strategic market partners to all domestic and international commercial airports
and domestic and international general aviation airports. (See "Strategic
Marketing Partners.")

ESTIMATED MARKET SIZES. Within the United States alone, the Company
estimates that 2005 DHS fiscal-year budget has allocated the following amounts:

o $5.2 billion for Aviation/Air Transportation Security, the initial
market target for the CATCHER(TM) device.

o $13.7 billion to Border and Maritime Port Security, a follow-on
market. The CATCHER(TM) device applications that will run in a Maritime
Port are the same types of applications that run in an airport venue.
Importantly, because the CATCHER(TM) device will be built to Mil. STD
810F, the Company believes it is one of the very few devices that can
fall into the water and still function.

o $4.0 billion to Immigration Enforcement Security. The features of the
CATCHER(TM) device, plus its unique video capabilities, should make it
very attractive to the Immigration Service.

o $2.6 billion to Bio Defense Security. The CATCHER(TM) device is a
full PC with expansion ports. It can be used to collect and compute
samples taken on site and the Company believes that its communications
abilities and video conferencing make it ideal for any secure facility
application.

o The First Responder market is comprised of what the Company estimates
are 2,500,000 identified United States first responders. These include
fire, police, security, EMT, etc. with local, regional, state and
federal budgets to draw from. Although the Company has no clear
estimate, the Company believes that the cumulative resources available
to First Responders will exceed $2.0 billion.

Moreover, the Company also predicts that the Military market may also
be significant. The Company's estimates do not include budget allocations for
enhancing security in Education, Manufacturing, Commercial Buildings, individual
States, and Transit Centers, Trains/Subways/Bus

-18-

Stations. Thus, the Company anticipates that the total domestic and
international security market for the CATCHER(TM) device could be quite
significant. Key end users may include domestic/international commercial
airports, general aviation airports, train and subway stations, numerous ports
of entry, maritime ports, shipping hubs, and intermediate transportation hubs.

ALLIANCES AND TEAMING AGREEMENTS. Catcher anticipates that its core
customer business will be (1) tier 1 system integrators that would purchase the
CATCHER(TM) device, add their own services and distribute the product in the
Security Marketplace to an established customer base, and (2) tier 1
integrator/manufactures that would incorporate the CATCHER(TM) device in their
own products and systems for the Security Market. The Company believes that
established integrators have the market reach and existing customer base to help
the Company reach its business goals. Of course, the Company believes that those
companies will also reap the associated benefit of bringing a device to market
that enhances global security. Catcher is not only forming important
relationships with integrators, it has also initiated relationships with key
government agencies to further familiarity with the CATCHER(TM) device within
numerous Security Markets. Relationships with key government agencies will also
have a positive synergistic effect on the Company's alliances with integrators.

Relationships with integrators are generally characterized by Teaming
Agreements. Since it is unusual for a single contractor to provide a "one stop
shop" for all components for a major customer project, companies often "team"
with other companies with complimentary product or service offerings. In
general, Teaming Agreements are molded by the parties to fit their marketing
and/or product-development needs. For example, firms may team together in order
to provide a combination of their goods and services to targeted customers.
Firms may also team by way of Teaming Agreements to increase their marketing
reach or their value-add to potential customers. They may make joint sales and
marketing calls. LCM enjoyed Teaming Agreements with several product integrators
and software providers both large and small. In connection with the Acquisition,
except for PPC as described below, those same product integrators and software
providers entered into substantially the same agreements with Catcher. In
addition, Catcher has entered into an additional Teaming Agreement. Under the
terms of its Teaming Agreements, Catcher and its Teaming Agreement partner will
work together to identify potential customers and submit proposals to provide
the CATCHER(TM) device together with the Teaming Agreement partner's products or
services to such potential customers. If a customer is identified and the
customer accepts the proposal issued under the Teaming Agreement, if any,
Catcher and its Teaming Agreement partner will enter into a further agreement
covering, among other things, each parties responsibilities as a prime
contractor or subcontractor under the contract with the customer. While Catcher
anticipates that it may enter into definitive agreements for the sale of the
CATCHER(TM) device as a result of the Teaming Agreements, there can be no
assurance that Catcher will do so.

Catcher requested that Project Performance Corporation ("PPC") provide
a duplicate of its Teaming Agreement with LCM for execution by Catcher. Catcher
is now in the process of negotiating with PPC regarding the enforceability of
the Teaming Agreement that PPC actually provided to Catcher. PPC has taken the
position that it has an exclusive relationship with Catcher so that Catcher can
not sell directly or indirectly to a significant part of its potential customer
base without PPC's involvement. In fact, however, the only agreement Catcher
intended to enter into with PPC was the same as the agreement LCM had with PPC
which is limited to cooperation on developing a proposal for the Technical
Support Working Group. To the extent that PPC attempts to enforce the rights it
alleges it has under the Teaming Agreement, Catcher will vigorously resist based
on the meritorious defenses it believes it has.

-19-

On a going forward basis, Catcher has determined to transition away from
"teaming agreements" and move forward with Original Equipment Manufacturer
("OEM") and Value Added Reseller ("VAR") agreements with key partners. Catcher
is in discussions with its initial partners to transition to such agreements.
The Company believes that the differences between these types of agreements are
as follows:

o OEM and VAR agreements generally contain volume purchasing
commitments while teaming agreements do not

o OEM and VAR agreements generally impose sales volume commitments;
teaming agreements do not

In light of the fact that Catcher does not anticipate maintaining a direct sales
force, OEM and VAR arrangements in which the OEM or the VAR maintain an adequate
sales staff are more appropriate. It is anticipated that an OEM or VAR will use
the CATCHER(TM) device as a "value add" to their existing product/service
portfolio and that the CATCHER(TM) device will enable the OEM and VAR parties to
increase their markets and revenues.

COMPETITION AND MARKET RISKS

At present the Company is not aware of any significant competitive
product based upon its own research and upon validation from a number of
entities including Unisys, Boeing and the TSA. However, there are many firms
within or on the edge of the Security Market that have or could obtain the
technological, financial and other resources to be a significant competitor to
the Company. See "Risk Factors."

EMPLOYEES; OPERATIONS AND MANAGEMENT OFFICES

Currently, Catcher employs four (4) persons -- a President and Chief
Executive Officer, Chairman and Chief Technology Officer, Vice President of
Engineering and a Chief Financial Officer.

To respond to the anticipated product demand, Catcher's estimated
staffing plan for the next three years is as follows:

COMPANY STAFFING LEVELS

-----------------------------------------------------------
Phase Year Headcount
-----------------------------------------------------------
1 2005 9 employees
-----------------------------------------------------------
2 2006 14 employees
-----------------------------------------------------------
3 2007 17 employees
-----------------------------------------------------------

PHASE 1: Management Team consisting of Chief Executive Officer, Chairman and
Chief Technology Officer, Chief Financial Officer, Vice President Engineering,
Controller, Business Development Representative, Testing Manager, Training
Manager and Support Staff.

PHASE 2: Management Team same as for Phase 1 plus additional Business
Development Representative, 2 Support Staff and 2 Engineers.

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PHASE 3: Management Team same as for Phase 2 plus: additional Business
Development Representative and 2 Support Staff.

Catcher plans to outsource marketing, Public Relations, Investor
Relations, Human Resources, and Legal functions throughout Phases 1 through 3.
Catcher considers its relations with its employees and consultants to be
excellent. Catcher does not envisage a work stoppage, and none of its potential
employees and consultants is represented by collective bargaining agreements.
Catcher believes that its future success will depend in part on our ability to
attract, integrate, retain and motivate highly qualified personnel, and upon the
continued service of our senior management. Competition for qualified personnel
in its industry and geographical location is intense. Catcher cannot provide any
assurance that it will be successful in attracting, integrating, retaining and
motivating a sufficient number of qualified employees to conduct its business in
the future.

LEGAL PROCEEDINGS

The Company is not currently subject to any pending legal proceedings.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

HAYDEN COMMUNICATIONS, INC. Catcher entered into a Consulting Agreement
with Hayden Communications, Inc. dated as of May 1, 2005 for a period of twelve
(12) months at a fee of $5,000 per month plus reimbursement of certain expenses.
The agreement may be terminated by either party at the six-month anniversary. On
a ongoing basis, Hayden Communications will develop, implement, and maintain an
ongoing stock market support system for the Company with the general objective
of expanding awareness among stockbrokers, analysts, micro-cap portfolio/fund
managers, market makers, and the appropriate financial & trade publications.
Hayden Communications, Inc. was a shareholder of Catcher whose shares were
acquired by the Company in the Acquisition.

THE DEL MAR CONSULTING GROUP, INC. Catcher entered into a Consulting
Agreement with The Del Mar Consulting Group, Inc. ("DCG") for a period of twelve
(12) months effective as of April 21, 2005 at a fee of $5,000 per month plus
reimbursement of certain expenses. A principal of The Del Mar Consulting Group,
Inc. is Robert Prag, a shareholder in the Company. DCG will perform the
following services: (1) review business plans, strategies, mission statements
budgets, proposed transactions and other plans; (2) assist the Company in
preparing for press conferences and other forums involving the media; (3)
maintain an awareness of the Company's plans, strategy and personnel, as they
may evolve during such period, and consult and assist the Company in ways to
communicate appropriate information regarding such plans, strategy and personnel
to the media; and (4) provides analysis to test whether business plans and
strategies have a sound foundation with assumptions that are realistic and
achievable. DCG was a shareholder of Catcher whose shares were acquired by the
Company in the Acquisition.

KAI HANSEN. Catcher entered into a Consulting Agreement with Kai Hansen
for a period of twelve (12) months effective as of April 21, 2005 at a fee of
$5,000 per month plus reimbursement of certain expenses. The agreement may be
terminated by either party at the six-month anniversary. Mr. Hansen will
facilitate the Company's marketing, PR and presentation requirements, including
the development of all marketing and related media materials used to promote the
CATCHER(TM) device including website, brochures, training materials, and press
releases. Mr. Hansen was a shareholder of Catcher whose shares were acquired by
the Company in the Acquisition.

BLACKFORD PARTNERS. Pursuant to a Services Agreement, dated as of May
6, 2005, BlackFord Partners, Inc. agreed to provide financial and accounting
advisory services to Catcher and the Company

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at a rate of $75 - $125 per hour. Pursuant to an Amendment to the Services
Agreement, dated as of June 24, 2005, a warrant to purchase 20,000 shares of
common stock, par value $0.001 per share, of the Registrant at an exercise price
of $3.74 was issued to Stan Blackburn and a warrant to purchase 65,000 shares of
Common Stock at an exercise price of $3.74 was issued to Jeff Gilford. Jeff
Gilford, the Company's Chief Financial Officer is a principal of Blackford
Partners, Inc. Pursuant to the terms of Mr. Gilford's employment agreement with
Catcher, Mr. Gilford may continue to provide up to 12 hours per week of services
to BlackFord Partners, Inc. until August 16, 2005 and thereafter may provide up
to 4 hours per week of services to BlackFord Partners, Inc. in all events so
long as such services do not interfere with the provision of services to Catcher
pursuant to his employment agreement.

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MANAGEMENT'S PLAN OF OPERATIONS

Management's Plan of Operations and other portions of this report
contain forward-looking information that involve risks and uncertainties. The
Company's actual results could differ materially from those anticipated by the
forward-looking information. Factors that may cause such differences include,
but are not limited to, availability and cost of financial resources, product
demand, market acceptance, ability to source cheaper and more effective
product/technology development relationships and other factors discussed under
the heading "Risk Factors". Management's Plan of Operations should be read in
conjunction with the Company's financial statements and the related notes
included elsewhere in this report.

OVERVIEW

CORPORATE BACKGROUND

CATCHER HOLDINGS, INC.

The Company (formerly U.S. Telesis Holdings, Inc. and before that, U.S. Telesis,
Inc.) was incorporated under the laws of the state of Delaware on August 25,
1998. In a merger agreement dated May 20, 1999, U.S. Telesis, Inc. merged with
and into Woodland Communications Group, Inc. and thereafter on June 3, 1999,
Woodland Communications Group, Inc. changed its name to U.S. Telesis Holdings,
Inc. Following the Acquisition, effective June 23, 2005, the Company changed its
name to Catcher Holdings, Inc.

The Company was originally organized to provide diverse telecommunications
products and services to the small and medium business community in the
southeastern United States and to develop a niche market strategy of reselling
long distance services to the electrical cooperative community. As a result of
the dramatic decline in the telecommunications industry, the Company has
abandoned its business objective to provide such telecommunications products and
services.

The Company filed a registration statement on May 29, 2003, which was amended on
Form 10-SB/A filed on July 16, 2003 to become a reporting company.

CATCHER, INC.

ORGANIZATIONAL HISTORY

Catcher, Inc., a Delaware corporation is a development stage company formed on
April 20, 2005 principally to operate the business of developing, manufacturing
and distributing a portable, ruggedized, wireless handheld security device (the
"CATCHER(TM) device"). Pursuant to an asset purchase agreement between the
Company and LCM Technologies, Inc. ("LCM"), Catcher purchased certain assets and
assumed certain liabilities of LCM and its founder, Ira Tabankin, relating to
the CATCHER(TM) device and the business of LCM.

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PLAN OF OPERATIONS

From inception to date, Catcher has been primarily involved in
organizational activity, negotiating vendor and personnel contracts, making
arrangements for the commercial use and deployment of the CATCHER(TM) technology
and preliminary development of its initial customer base. Catcher intends to
negotiate for long-term Original Equipment Manufacturer ("OEM") and Value Added
Reseller ("VAR") contracts with potential customers. Under these, Catcher
expects to deliver product for the benefit of its customers and various
end-users.

DEVELOPMENT STAGE COMPANY

The Company and Catcher are in the early stage of operation and, as
such, the relationships between revenue, cost of revenue and operating expenses
reflected in the financial information included herein do not represent future
expected financial relationships. The Company expects that such expenses will
increase with the escalation of research and development, sales and marketing
activities and transaction volumes, but at a much slower rate of growth than the
corresponding revenue increase. Much of the cost of revenue and operating
expenses reflected herein are relatively fixed costs. Accordingly, at such stage
of operations period to period comparisons of results of operations are not
meaningful.

The Company expects to incur significant expenses without generating
any revenue, at least through commencing production, which is not anticipated
before early 2006. To date, Catcher has spent $1,993,504 on research and
development and administrative expenses.

The Company expects to begin to generate revenues during early 2006,
based solely from the sale of CATCHER(TM) devices. Under the terms of its
anticipated OEM and VAR agreements, the Company anticipates sharing revenue with
its customers depending on customer and end-user requirements and the deployment
model adopted by the parties.

Under current plans, Catcher will need approximately $3,000,000 of
additional capital to continue its development operations and other working
capital needs during the next 12 months, excluding amounts that may be necessary
to fund intial production. Catcher anticipates that funding for these
expenditures will come principally from the proceeds of the Series A Warrants
and Series B Warrants. See Managements Plan of Operations "LIQUIDITY AND CAPITAL
RESOURCES" below.

COST OF REVENUES

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 Catcher's gross margin including, but not
limited to, market conditions, competition, production order volumes and
supplier pricing. Management currently does not anticipate that Catcher will
operate its own production facilities, as it intends to outsource production to
a third party manufacturer.

EXPENSES AND CAPITAL EXPENDITURES

Catcher's operating expenses for the period from April 20, 2005
(inception) June 1, 2005 were comprised of general and administrative expenses,
research and development and the assumption and payment of certain liabilities
of LCM Technologies, Inc. from which certain assets were acquired relating to
the Catcher business. Catcher expects to incur significant additional expenses
before generating any revenue, at least through the completion of the initial
production unit of the CATCHER(TM) which is not anticipated before November,
2005. Operating expenses, including

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primarily research and development expenses and general and administrative
expenses were approximately $2,000,000 for the quarter ended June 30, 2005.
Expenses are expected to increase significantly as Catcher adds employees to
support its research and development, marketing and business development
efforts.

General and administrative expenses include all corporate and
administrative functions that serve to support Catcher's current and future
operations and provide an infrastructure to support future growth. Major items
in this category include management and staff salaries, traveling,
entertainment, relocation expenses and professional services.

Catcher's principal capital expenditures have been for purposes of
research and development, general and administrative purposes, and other working
capital needs. Catcher anticipates such expenditures of approximately $1,600,00
and $965,000 in the third and fourth quarter of 2005 respectively, and
anticipates continuing levels of ongoing research and development and other
working capital requirements in the future.

POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS

In addition to the transitional nature of revenues and expenditures
resulting from the Company's status as a Development stage company, the Company
expects to experience significant fluctuations in its future quarterly operating
results due to a variety of factors, many of which are outside of its control.
Those factors that may adversely affect the Company's quarterly operating
results include: (i) its ability to attract new customers at a steady rate; (ii)
the announcement or introduction of products by potential competitors of the
Company; (iii) increase in the cost of inputs from suppliers; (iv) the amount
and timing of operating costs and capital expenditures relating to expansion of
the Company's business, operations, and infrastructure; (viii) government
regulation; and (ix) general economic conditions and economic conditions
specific to the security products industry.

Due to the foregoing factors, in one or more future quarters, the
Company's operating results may fall below the expectations of securities
analysts and investors. In such event, the trading price of the Company's common
stock would likely be materially adversely affected.

ACCOUNTING PRINCIPLES; ANTICIPATED EFFECT OF GROWTH

Below is a brief description of basic accounting principles which the
Company has adopted in determining its recognition of revenues and expenses, as
well as a brief description of the effects that management believes that its
anticipated growth will have on the Company's revenues and expenses in the next
twelve (12) months.

REVENUE RECOGNITION

Sales revenue will be recognized as products are delivered to Catcher's
customers. Catcher may also collect license fees for the right to sell the
CATCHER(TM) device. Rates for such licenses are yet to be established. Catcher
is in its development phase and has no existing customers.

The Company recognizes revenue in accordance with the Securities and
Exchange Commission (SEC) Staff Accounting Bulletin (SAB) No. 101, "Revenue
Recognition in Financial Statements" as updated by SEC Staff Accounting Bulletin
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 have not been
previously demonstrated, revenues are recognized upon acceptance.

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LIQUIDITY AND CAPITAL RESOURCES

The Company's only source of liquidity is the cash generated from the
private offering of Catcher's stock immediately prior to its Acquisition by the
Company. Catcher's principal uses of cash have been for research and development
and general and administrative expenses.

The Company currently has outstanding Series A Warrants and Series B
Warrants to purchase an aggregate of 4,500,362 shares of the Company's common
stock (the "Warrants"). There are 2,250,181 Series A Warrants outstanding. Each
Series A Warrant will entitle the holder to purchase one share of the common
stock of the Public Company at $1.50 per share (the "Series A Exercise Price"),
exercisable for a period of five years. Once the common stock of the Company,
issuable upon exercise of the Warrants, is registered with the SEC, the Series A
Warrants may be called by the Company 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 pre-emptive 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, the Public Company may repurchase all Series A
Warrants then held for a purchase price of $.01 per Series A Warrant unless and
to the extent that the Series A Warrant holder first exercises Series A Warrants
at the at the Series A Exercise Price.

There are 2,250,181 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 common stock of the Company, issuable upon exercise of the Series B
Warrants, is registered with the SEC, the Series B Warrants may be called by the
Company upon notice to the warrant holder from time to time at any time that the
common stock of the Public Company 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 pre-emptive
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, the Company may repurchase all Series B Warrants then held for a
purchase price of $.01 per Series B Warrant unless and to the extent that the
Series B Warrant holder first exercises Series B Warrants at the at the Series B
Exercise Price.

The Company may require substantial additional capital in order to
complete future development of the business and implement its business plan.
Other than as described above, the Company may seek to arrange other forms of
financing to fulfill these capital needs, in the event that the cash generated
by Catcher's operations is insufficient to fund the growth requirements. The
other forms of business financing obtained through third parties may include
various combinations of equity, debt and bank financing.

In light of the limited shareholders' equity as well as the lack of
operating history of Catcher and the Company, there can be no assurance that the
Company 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 Catcher's
business. In any of such events, the Company's business growth and prospects
would be materially and adversely affected. As a result of any such financing,
the holders of the Company's Common Stock may experience substantial dilution.

The following factors, among others, could cause actual results to
differ from those indicated in the above forward-looking statements: pricing
pressures in the industry; a downturn in the economy in

-26-

general; weak demand for its products; its ability to attract new customers; and
an increase in competition in the market for its products and services. These
factors, and additional risks and uncertainties not known to the Company, or
that it currently deems immaterial may impair business operations, may cause the
Company's actual results to differ materially from any forward-looking
statement.

Although the Company believes the expectations reflected in the
forward-looking statements are reasonable, it cannot guarantee future results,
levels of activity, performance or achievements. The Company is under no duty to
update any of the forward-looking statements after the date of this report to
conform them to actual results or to make changes in its expectations.

Since inception, neither the Company nor Catcher has generated revenue
and there can be no assurance that they will generate revenue in the future.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

OFF BALANCE SHEET FINANCING ARRANGEMENTS

Neither the Company nor Catcher has any off balance sheet financing
arrangements.

IMPACT OF INFLATION

The Company believes that its results of operations are not dependent
upon moderate changes in inflation rates as it expects it will be able to pass
along component price increases to its customers.

SEASONALITY

The Company does not expect any material seasonality in sales
fluctuations in the market for its products and services.

RECENTLY ISSUED ACCOUNTING STANDARDS AND CRITICAL ACCOUNTING POLICIES

In December 2002, the FASB issued Statement No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure," which amends FASB Statement
No. 123, Accounting for Stock-Based Compensation, to provide alternative methods
of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, this Statement
amends the disclosure requirements of Statement 123 to require prominent
disclosures in both annual and interim financial statements about the method of
accounting for stock-based employee compensation and the effect of the method
used on reported results. The transition guidance and annual disclosure
provisions of Statement 148 are effective for fiscal years ending after December
15, 2002, with earlier application permitted in certain circumstances. The
interim disclosure provisions are effective for financial reports containing
financial statements for interim periods beginning after December 15, 2002. The
adoption of this statement did not have a material impact on the Company's
financial position or results of operations as the Company has not engaged in
either of these activities.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity."
Statement 150 establishes standards for how an issuer classifies and measures
certain financial instrument with characteristics of both liabilities and
equity. It requires that issuers classify a financial instrument that is within
its scope as a liability (or an asset in some circumstances). Many of those
instruments were previously classified as equity. Some of

-27-

the provisions of this Statement with the definitions of liabilities in FASB
Concepts Statement No. 6, "Elements of Financial Statements." The remaining
provisions of this Statement are consistent with the Board's proposal to revise
that definition to encompass certain obligations that a reporting entity can or
must settle by issuing its own equity shares, depending on the nature of the
relationship established between the holder and the issuer. While the Board
still plans to revise that definition through an amendment until it has
concluded its deliberations on the next phase of this project. That next phase
will deal with certain compound financial instrument including puttable shares,
convertible bonds, and dual indexed financial instruments. This Statement is
effective for financial instruments entered into modified after June 30, 2003,
and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003, except for mandatory redeemable financial
instruments of non-public entities. The Company does not expect adoption of this
statement to have a material impact on its financial position or of operations.

RISK FACTORS

SET FORTH BELOW ARE A NUMBER OF RISKS ASSOCIATED WITH THE COMPANY'S
BUSINESS FOLLOWING THE ACQUISITION AND WITH ANY INVESTMENT IN THE COMPANY'S
COMMON STOCK. IN ADDITION TO THE FOLLOWING RISKS, AN INVESTOR SHOULD BE MINDFUL
THAT BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN BY MANAGEMENT.
ACCORDINGLY, IN REVIEWING THIS CURRENT REPORT ON FORM 8-K, THE READER SHOULD
KEEP IN MIND OTHER RISKS THAT COULD BE IMPORTANT.

ANY INVESTMENT IN THE COMPANY IS SPECULATIVE AND INVOLVES A HIGH DEGREE
OF RISK. EACH PROSPECTIVE INVESTOR IS URGED TO CAREFULLY CONSIDER THE RISKS AND
UNCERTAINTIES DESCRIBED BELOW, IN ADDITION TO THE RISKS SET FORTH ELSEWHERE IN
THIS CURRENT REPORT ON FORM 8-K. WHILE THESE ARE THE RISKS AND UNCERTAINTIES
THAT THE COMPANY BELIEVES ARE MOST IMPORTANT TO CONSIDER, THESE RISKS MAY NOT BE
THE ONLY RISKS WHICH THE COMPANY MAY FACE. IF ANY OF THE FOLLOWING RISKS
ACTUALLY OCCUR, THE BUSINESS, PROSPECTS, FINANCIAL CONDITION AND RESULTS OF
OPERATIONS WOULD LIKELY SUFFER. IN THESE CIRCUMSTANCES, THE VALUE OF THE COMPANY
COULD DECLINE.

1. CATCHER IS NEWLY FORMED AND HAS NO OPERATING HISTORY OR PRIOR EXPERIENCE IN
IMPLEMENTING AND MANAGING ITS PLANNED BUSINESS IN AN OPERATIONAL SETTING.
THEREFORE, THERE IS NO HISTORICAL OR CURRENT OPERATING INFORMATION UPON WHICH AN
INVESTOR CAN BASE ITS INVESTMENT DECISION AND THERE CAN BE NO ASSURANCE THAT THE
COMPANY WILL BE SUCCESSFUL IN ITS PLANS.

Catcher has no operating history on which to base an evaluation of its business
and prospects. Catcher was formed on April 20, 2005 and was acquired by the
Company effective May 4, 2005, and has been funded to date only with
approximately $4,500,000. Catcher purchased its operating assets, including its
intellectual property, from LCM or affiliates of LCM. LCM was in the
product-development stage for the CATCHER(TM) device. Therefore, Catcher has no
operating history (and LCM had no operating history) upon which an evaluation of
its performance and prospects can be made. Catcher has engaged primarily in
finalizing its business plan, securing rights to essential technology,
developing products and services, and making arrangements necessary to begin
operations. Catcher has not yet initiated discussions with prospective customers
or strategic business partners other than its key vendors. The Company's
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 established mainly as a result of the events of
9/11.

Moreover, as a start-up business, Catcher has no prior experience in
implementing and managing its planned business in an operational setting.
Accordingly, there can be no assurance that Catcher will be able to successfully
implement its business plans.

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In addition, the Company is subject to the general business risk factors that
similar development stage companies experience with the responsibilities and
complexities attendant to a new organization, including (i) the ability to
attract and maintain competent and experienced management and operating
personnel, (ii) the ability to secure appropriate debt and equity capital to
finance desired growth, and (iii) the efficient management and performance of
its operations. The Company cannot provide any assurance that it will be
successful in addressing the risks which it may encounter, and its failure to do
so could have a material adverse effect on its business, prospects, financial
condition and results of operations.

2. THE COMPANY PLANS TO INCUR LOSSES IN ITS EARLY START-UP STAGE AND THERE IS NO
CERTAINTY THAT THE COMPANY WILL EVER ACHIEVE PROFITABILITY.

Catcher is a start-up company in a technology market. Moreover, while the
Company believes that the CATCHER(TM) device is unique in concept, that also
adds to the speculative nature of the Company's business as there is no product
with which to compare market acceptability. There can be no assurance that the
Company will ever achieve any revenues or profitable operations from its planned
operations.

3. CATCHER'S COMMERCIAL SUCCESS WILL DEPEND IN PART ON CATCHER'S ABILITY TO
OBTAIN AND MAINTAIN PATENT AND OTHER INTELLECTUAL PROPERTY OWNERSHIP RIGHTS TO
THE INTELLECTUAL PROPERTY COMPRISING THE CATCHER(TM) DEVICE .

On July 6, 2004, Messrs. Ira Tabankin and John Sutton filed a patent application
on the CATCHER(TM) device, Patent Application No. 10/885,515 (Portable Handheld
Security Device) (the "Patent"). Effective as of the closing of the Acquisition,
Catcher owns all of the right, title and interest in and to the Patent
application. 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. Catcher has 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 Catcher. If the Patent fails to issue in sufficient scope or at
all, or if the Patent issues but Catcher fails to maintain and enforce its
rights in the issued patent, or if Catcher fails to maintain and protect its
rights in its other intellectual property, including its know-how, trade secrets
and trademark, such failures, individually and in the aggregate, could have a
material adverse effect upon the Company's business prospects, financial
condition and results of operations. Moreover, although it is not aware of any
existing impediments, Catcher has no assurance that it will be able to operate
without infringing upon the proprietary rights of third parties. In particular,
the Company has become aware of a continuing patent application published on
March 17, 2005 in the name of Tony Vera of ScanZ Communications, Inc. (the "Vera
Application") that includes various prospective claims. Should such application
issue as a patent, the claims may cover one or more aspects of the CATCHER(TM)
device. The Company does not know, and thus offers no opinion, as to the
likelihood that the Vera Application will ever issue as a patent, and if so, the
scope and content of any such patent.

It is also possible that the manufacture and/or sale of the CATCHER(TM) device
or its use or its constituent technologies may infringe the patents or other
intellectual property rights owned by others resulting in a material adverse
effect upon the Company's business prospects, financial condition and results of
operations. Catcher may have to alter its 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, thereby causing additional
unexpected costs and delays to the Company's business plans. There can be no
assurance that a license

-29-

will be available to Catcher, if at all, upon terms and conditions acceptable to
the Company or that Catcher will prevail in any patent or other infringement
litigation. Patent and other intellectual property litigation is costly and time
consuming and there can be no assurance that Catcher will have sufficient
resources to pursue such litigation. If Catcher does not obtain a license under
such patents or other intellectual property, is found liable for infringement or
is not able to have such patents declared invalid, Catcher may be liable for
significant money damages or may encounter significant delays in bringing
products to market.

Catcher also relies upon trade secrets and other unpatented proprietary
technology. No assurance can be given that Catcher can meaningfully protect its
rights with regard to such unpatented proprietary technology or that competitors
will not duplicate or independently develop substantially equivalent technology.
Catcher will seek to protect trade secrets and proprietary knowledge, in part
through confidentiality agreements with its employees and consultants and with
other advisors and collaborators where appropriate. Nevertheless, these
agreements may not effectively prevent disclosure of Catcher's confidential
information and may not provide Catcher with an adequate remedy in the event of
unauthorized disclosure of such information.

Catcher relies on third parties to help develop and to manufacture the
CATCHER(TM) device. Catcher does not own all of the know-how and other
intellectual property that it may need if it were to carry out those activities
independently. If Catcher wishes for competitive or economic reasons, including
to avoid a supply-price squeeze, to carry on those activities independently, it
may need licenses from such third parties or others to undertake such
activities. If Catcher is unable to obtain such licenses under terms and
conditions acceptable to it, Catcher may not be able to avoid the negative
impact of continuing to be dependant on such activities, resulting in a material
adverse effect on the Company's business, financial results and its future
prospects.

Messrs. Ira Tabankin and Charles Sander were former employees of Scanz
Communications, Inc. ("Scanz") (and Mr. Tabankin was also 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(TM) 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(TM) device could be claimed by Scanz. If Scanz
or its licensee made any such claims, the Company believes that, as Catcher was
the assignee of the intellectual property rights in the CATCHER(TM) device, it
would have strong defenses to any such claims for numerous reasons, including
that the intellectual property constituting the CATCHER(TM) device is clearly
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 the Company's business
prospects, financial condition and results of operations.

4. CATCHER MAY BE UNABLE TO ADAPT TO TECHNOLOGY TRENDS OR EVOLVING INDUSTRY
STANDARDS.

The CATCHER(TM) device is essentially a composite of many different, established
technologies from various industries, including the consumer electronics and
communications industries. Catcher will need to adapt to competitively
significant changes in component technology in these industries as well as to
advanced technology used by its competitors. New products based on new
technologies or new industry

-30-

standards expose Catcher to risks of technical or product obsolescence. Catcher
will need to use technologies effectively, continue to develop its technical
expertise and enhance its existing product and future iterations in a timely
manner to achieve product acceptability necessary for its success and to compete
successfully. Catcher may not be successful in using new technologies
effectively, developing new product iterations or enhancing existing products in
a timely manner. If Catcher is unable to adapt to technology trends and evolving
industry standards, the Company's financial condition, results of operations and
future prospects will be materially adversely affected.

The future of the Company is entirely dependent on Catcher's successful
development of its technology, products and services. The CATCHER(TM) device is
still in the development stage. There is no assurance that when we complete
development of the CATCHER(TM) device that end-users will embrace it or that the
CATCHER(TM) device will perform as expected.

5. THE SECURITY MARKET IS HIGHLY COMPETITIVE AND THE COMPANY MAY BE UNABLE TO
COMPETE EFFECTIVELY.

The security market is diverse and highly competitive; it has 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 similar products to the CATCHER(TM) device. The Company expects that
new competitors are likely to join the security market with an initial entry
into the air transportation submarket, the same market entry strategy employed
by the Company. Many of the Company's potential competitors are significantly
larger and have substantially greater market presence as well as greater
financial, technical, operational, sales, marketing and other resources and
experience, including more established relationships with vendors, distributors
and partners, than Catcher has. In the event that such a competitor expends
significant sales and marketing resources in one or several of the security
market segments where the Company competes, the Company may not be able to
continue to compete successfully in such markets. The Company believes that
there will be significant competition in the security market for products having
similar functionality to the CATCHER(TM) device. Such competition will exert
downward pressure on prices. In addition, the pace of technological change could
make it impossible for the Company to keep pace with such competitors in such an
environment. If the Company's competitors were to provide better product at
better prices, the Company's financial condition, results of operations and
future prospects will be materially adversely affected.

6. CATCHER IS DEPENDENT UPON KEY PERSONNEL, CONSULTANTS AND INDUSTRY STRATEGIC
PARTNERS. THE COMPANY'S MANAGEMENT TEAM HAS LIMITED EXPERIENCE IN OPERATING A
BUSINESS.

The Company's success is heavily dependent on the continued active participation
of its and Catcher's current executive officers, consultants and strategic
partners. Moreover, the Company's and Catcher's key management has had limited
experience in operating a business. The loss of the services of one or more of
these managers, consultants or strategic partners could have a material adverse
effect upon the Company's business, financial condition and results of
operations. Further, the Company's success and achievement of its growth plans
depend on its 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 the Company's activities, could
have a materially adverse effect on the Company's business, financial condition
and results of operations.

Catcher has entered into agreements with its executive officers containing
non-disclosure and non-competition provisions. The non-competition agreements
are limited in duration and are not

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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 the Company or that they will not
compete, directly or indirectly, with it. 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.

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

8. THE COMPANY IS CONTROLLED BY ITS OFFICERS, DIRECTORS AND PRINCIPAL
STOCKHOLDERS.

The Company's and Catcher's directors and executive officers and their
affiliates will beneficially own approximately 36% of the outstanding shares of
its capital stock. In the normal course, the Company's executive officers and
directors and their affiliates, viewed as a group, would likely have the ability
to control substantially all matters submitted to stockholders for approval,
including: (1) election of the Board of Directors; (2) removal of any director;
(3) appointment and removal of officers; and (4) amendment of the Company's
certificate of incorporation or bylaws. However, until the end of the third year
after the Reverse Split, one stockholder, Mr. Ira Tabankin, will hold one share
of the Company's Series A Preferred Stock giving him the right to appoint one
member of the board of directors of the Company. Mr. Tabankin may appoint
himself or another person. Moreover, together, the management stockholders will
substantially control the aforesaid matters and will have substantial influence
over management and affairs of the Company. The other stockholders of the
Company will likely have no practical ability to remove management or affect the
operations or the business of the Company.

9. ADDITIONAL CAPITAL WILL DILUTE THE INTERESTS OF THE COMPANY'S STOCKHOLDERS.

The ownership interests in the Company will be diluted as a result of the
exercise of the Warrants.

The holders of Common Stock have no preemptive rights with respect to their
holdings in the Company. Therefore, the interests of the holders of the
Company's common stock will be diluted by additional issuances of the Company's
common stock in which such holders do not participate ratably. Such additional
issuances may be made to complete acquisitions of other businesses or for other
business purposes, including issuances in connection with a stock option plan
adopted by the Company. Moreover, if the Company commences a subsequent offering
of common stock, convertible debt or preferred stock, or issues securities
exercisable into common stock, or takes any of the actions that are outlined
above, then-current stockholders who do not fully participate in such issuances
will experience dilution of their equity interests.

10. THERE ARE RESTRICTIONS ON THE TRANSFERABILITY OF THE COMMON STOCK AND
WARRANTS OF THE COMPANY.

The Common Stock and Warrants issued in connection with the Acquisition have not
been registered under the Securities Act or registered or qualified under the
laws of any state. Holders of such Common Stock and Warrants have agreed that
such securities will not be sold, transferred, or otherwise disposed of except
in compliance with the registration provisions of the Securities Act (or an
exemption therefrom) and in compliance with the registration or qualifications
requirements of applicable state securities laws (or exemptions thereunder).

The Common Stock and Warrants of the Company are "restricted securities" as such
term is defined

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under Rule 144 of the Securities Act. That is, they will not have been
registered under the Securities Act. Since the securities are "restricted
securities," an investor must hold the securities indefinitely and may not sell,
transfer, or otherwise dispose of the securities without first registering the
securities under the Securities Act or having available an exemption from
registration. Rule 144 provides an exemption from registration requirements
under the Securities Act under certain conditions but requires, among other
conditions, a one (1) year holding period prior to resale (and, with respect to
affiliates, officers and directors of the Company, requires that resale be made
only in limited amounts) without having to satisfy the registration requirement
under the Securities Act. Such securities may also be subject to restrictions on
resale imposed by the securities laws of certain states. The Company is
obligated to register the common stock of the Company issued in connection with
the Acquisition (including the common stock underlying the Warrants), but unless
and until a registration statement is declared effective by the SEC, such
securities will remain restricted.

11. THE COMPANY DID NOT REPORT IN ANY REQUIRED FILING WITH THE SECURITIES
EXCHANGE COMMISSION THAT ITS CHARTER WAS REVOKED BY THE STATE OF DELAWARE FOR
FAILING TO FILE ANNUAL REPORTS AND PAY ANNUAL STATE FRANCHISE TAXES.

On March 1, 2001, the State of Delaware revoked the charter of the Public
Company for failure to file its annual report with the State for the years 1999
and 2000 and to pay its franchise tax for those years. On May 29, 2003, the
Public Company filed Form 10SB with the SEC to become a reporting company. The
Public Company amended Form 10SB in July, 2003. The Company's charter in the
State of Delaware was revived on March 31, 2005 and franchise taxes due were
paid with penalty and interest. During the period since becoming a reporting
company and to the present time (the "Omission Period"), the Company has not
reported the fact of such revocation on any report or Form that it has filed or
is required to be filed with the SEC, including quarterly and annual reports
(including the annual report that was filed by the Public Company on March 31,
2005) and the Form S-8 filed by the Company in connection with its registration
of certain of its shares on May 6, 2004. The Company is subject to potential
liability to shareholders who purchased securities from the Company during the
Omission Period. The omission also subjects the Company to possible liability
for violation of the regulations of the SEC under the Securities Act and the
Securities Exchange Act. While the Company has obtained written waivers of
liability from its shareholders who purchased the securities of the Company
during the Omission Period, the Company offers 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. The Company may not receive such
waivers and investors in this Offering are urged to seek their own legal counsel
with respect to this matter.

12. THE COMPANY HAS LIMITED CAPITAL AND WILL NEED ADDITIONAL CAPITAL IN THE
FUTURE. THE COMPANY WILL INCUR LOSSES ONCE IT BEGINS OPERATIONS WHICH WILL
CONTINUE FOR THE FORESEEABLE FUTURE. THE COMPANY MAY REQUIRE ADDITIONAL CAPITAL
FINANCING IN CONNECTION WITH ITS PLANNED EXPANDED OPERATIONS AND MAY HAVE
DIFFICULTY OBTAINING SUCH ADDITIONAL CAPITAL.

The Company's available resources will not be sufficient, without additional
financing, to achieve commercial operation. The Company expects to incur
operating losses until it has completed development of its products and
services, negotiated a number of customer contracts on favorable terms and
successfully served such customer accounts. If revenues from operations are
insufficient to support the Company's planned expanded operations, the Company
will need access to debt and/or equity capital on terms acceptable to it. If
public or private financing is not available when needed or is not available on
terms favorable or acceptable to the Company, the Company's growth and
revenue-generating plans may be materially impaired. Such results could have a
material adverse effect on the Company's projected profitability, on-going
business prospects and financial condition.

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The Company has issued and outstanding Series A and Series B warrants to
purchase the Common Stock of the Company as described in the "Description of the
Company's Capital Stock." Under certain circumstances those warrants are
callable by the Company. There can be no assurance that the Company's right to
call the warrants will be triggered or that the holders of such warrants will
exercise the warrants.

13. COMPETITION FROM MYRIAD SOURCES COULD ADVERSELY AFFECT THE COMPANY.

Many of the aspects of the Company's business are currently and potentially
highly competitive. The Company through Catcher will compete with numerous other
firms in different segments of the security market with the financial and
technological ability to compete with the Company. Moreover, it is possible that
the Patent, if it issues, will not provide Catcher with adequate protection from
firms capable of circumventing it. In addition, the Patent is not based on
technological innovation in any particular function of the CATCHER(TM) device,
but rather on its total functional concept. This concept could be copied or
improved upon by competitors over a period of time that may be short. Many of
these potential competitors have substantially greater capital and other
resources than the Company does and many are better situated to attract
experienced technical and other personnel. The Company's current competitive
edge in large part depends upon the extensive knowledge of Catcher's management
team in creating and thus far developing the CATCHER(TM) device and in its
relationships with the Catcher's strategic partners and potential customer base.
While the Company believes that this is a significant competitive advantage, it
is not one that depends upon any resource that is unique to the Company. If the
Company were to lose this competitive advantage, such loss would have a material
adverse effect on the Company and its business prospects, financial condition
and results from operations. See also Risk Factor 6.

14. INVESTORS SHOULD NOT PLACE UNDUE RELIANCE ON "FORWARD-LOOKING STATEMENTS"
ABOUT THE COMPANY'S PROSPECTS.

Certain of the matters discussed in the Memorandum constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements are subject to risks and uncertainties,
which could cause actual results to differ materially from those anticipated.
Such statements are based on management's unverified beliefs as well as
assumptions made by and information currently available to management. When used
in this Memorandum, the words "will," "anticipate," "intend," "estimate,"
"believe," "expect," "plan," "hypothetical," "potential," "forecast," "project,"
variations of such words and similar expressions are intended to identify
forward-looking statements. The Company undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

In addition to any assumptions and other factors referred to specifically in
connection with such forward-looking statements that are not realized, factors
that could cause actual results to differ materially from those contemplated in
any forward-looking statements include, among others, those Risk Factors
identified in this Report.

All of the forward-looking statements made in this Report are qualified by these
cautionary statements and the Company can not assure you that the results or
developments anticipated by management will be realized, or even if realized,
will have the expected consequences to, or effects on, the Company and its
business prospects, financial condition or results of operations. Undue reliance
should not be placed on these forward-looking statements in making any
investment decision.

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17. IT IS UNCERTAIN WHETHER THE COMPANY WILL EVER PAY DIVIDENDS OR EVER PROVIDE
AN OPPORTUNITY FOR ANY RETURN ON INVESTMENT. THE SECURITIES OF THE COMPANY
SHOULD NOT BE PURCHASED BY PERSONS WHO CAN NOT AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT.

It is uncertain whether the Company will ever pay dividends on its common stock.
Moreover, under Delaware 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. The
securities of the Company should not be purchased by persons who can not afford
the loss of their entire investment.

IT IS NOT POSSIBLE TO FORESEE ALL RISKS THAT MAY AFFECT THE COMPANY. MOREOVER,
THE COMPANY CANNOT PREDICT WHETHER IT WILL SUCCESSFULLY EFFECTUATE ITS CURRENT
BUSINESS PLAN. CROSS REFERENCES TO A PARTICULAR RISK FACTOR ARE NOT INTENDED TO
LIMIT THE APPLICABILITY OF ANY OTHER RISK FACTOR NOT REFERENCED. EACH
PROSPECTIVE PURCHASER IS ENCOURAGED TO ANALYZE CAREFULLY THE RISKS AND MERITS OF
AN INVESTMENT IN THE SECURITIES OFFERED BY THIS MEMORANDUM. WHEN MAKING AN
INVESTMENT DECISION, YOU SHOULD TAKE INTO CONSIDERATION THE RISK FACTORS
DISCUSSED ABOVE, AS WELL AS OTHER RISK FACTORS BOTH OF A GENERAL NATURE AND
PECULIAR TO YOU, THE INVESTOR.

* * *

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

BUSINESS

Effective May 4, 2005, U.S. Telesis Holdings, Inc, a Delaware
corporation (the "Company") acquired Catcher, Inc., a Delaware corporation
("Catcher"), through a series of stock purchases with the shareholders of
Catcher (the "Acquisition"), pursuant to which Catcher became a wholly-owned
subsidiary of the Company. In connection with the Acquisition, the Company
acquired (i) all of the issued and outstanding shares of common stock of Catcher
in exchange for an aggregate of 34,911,900 shares of authorized, but theretofore
unissued, shares of common stock, $.001 par value, of the Company (the "Common
Stock"), (ii) all of the issued and outstanding Series A Preferred Stock of
Catcher in exchange for 733,778 shares of authorized, but theretofore unissued,
Series A Preferred Stock, $.001 par value, of the Company (the "Series A
Preferred Stock") (which Series A Preferred Stock shall have the right to vote
on an as-converted basis for 42,265,613 shares of Common Stock until the
effectiveness of the reverse stock split described in Item 5.03 of this Form
8-K). In addition, the Company assumed Catcher's obligations under its issued
and outstanding warrants to purchase Catcher's common stock to issue an
aggregate of 32,402,600 shares of Common Stock to the warrant holders.

Prior to the Acquisition, there were 12,825,000 shares of the Company's
Common Stock outstanding. Immediately following the Acquisition, there are
47,736,900 shares of Common Stock outstanding and warrants to purchase
32,402,600 shares of Common Stock. Following consummation of the 1 for 7.2
reverse stock split described in Item 5.03 of this Form 8-K, the Series A
Preferred Stock shall convert into 5,870,223 shares of Common Stock.
Accordingly, following such reverse stock split, there will be 12,500,341 shares
of Common Stock outstanding and warrants to purchase 4,500,361 shares of Common
Stock.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

Effective May 4, 2005, immediately prior to the Acquisition, Catcher
sold to accredited investors at the closing of a private placement offering
162,013 Units at $27.78 per Unit for an aggregate purchase price of $4,500,721.
In making such sale, Catcher relied on the exemption from

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registration provided by Section 506 of Regulation D. Each Unit was comprised of
(i) 2 shares of common stock, $.001 par value, of Catcher for an aggregate of
324,026 shares of common stock, (ii) a Series A Warrant entitling the holder to
purchase one share of common stock of Catcher at $20.84 per share exercisable
for a period of five years, and (iii) a Series B Warrant entitling the holder to
purchase one share of common stock at $27.78 per share for a period of five
years.

In connection with the Acquisition, the accredited investors exchanged
each share of common stock of Catcher for 100 shares of Common Stock of the
Company. In addition, the Company effectively assumed Catcher's obligations
under the Warrants with respect to the Company's own common stock on an
as-exchanged basis.

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

ITEM 5.01 CHANGE IN CONTROL OF REGISTRANT.

With the issuance of 34,911,900 shares of Common Stock to holders of
common stock of Catcher and 733,778 shares of Preferred Stock to holders of
preferred stock of Catcher in connection with the Acquisition, the former
holders of capital stock of Catcher became the holders of approximately 85.5% of
the voting securities of the Company. The change of control of the Company was
effected solely by the issuance of newly issued shares of the Company to the
former shareholders of Catcher upon the Acquisition without any other
consideration.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

(a) Not applicable.

(b) Effective on May 5, 2005, immediately following the Acquisition, Jules Benge
Prag IV resigned as a Director and Secretary of the Company and Nicolas
Rigopulos resigned as President and Chief Executive Officer of the Company. By
resolution of the Board of Directors, dated May 5, 2005, Ira Tabankin was
appointed a director of the Company to fill the vacancy created by the
resignation of Jules Benge Prag IV. See Item 5.02(c) of this report on Form 8-K.
The Board of Directors appointed Charles Sander as President and Chief Executive
Officer and Ira Tabankin as Secretary of the Company. See Items 5.02(a) and
5.02(c) of this report on Form 8-K.

In addition, immediately following the Acquisition, a majority of stockholders
of the Company among other things, authorized by resolution to fix the number of
directors of the Company at five and to elect Charles Sander, Ira Tabankin and
Rear Admiral (Ret.) Cathal Flynn as directors of the Company with authority to
fill the two vacancies on the Board of Directors. The Consent become effective
upon compliance with applicable regulatory rules and regulations on June 23,
2005. In addition, on that date, the Board of Directors elected H.Clayton
Foushee, Jr. to fill one of the vacancies on the Board of Directors.

(d) The following is information related to the persons appointed by the
directors on May 5, 2005 to fill vacancies and the persons elected by the
stockholders and by the Board of Directors on June 23, 2005. Prior to the
Acquisition, such persons had no relationship with the Company.

NAME AGE POSITION
- ------------------------ --- --------------------------------------------
Charles Sander 56 President, Chief Executive Officer and
Director

Ira Tabankin 55 Secretary and Director

Rear Admiral (Retired) 66 Director
Cathal "Irish" Flynn

H. Clayton Foushee, Jr. 52 Director

Jeff Gilford 44 Chief Financial Officer

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Please see "Election of Officers and Directors" for further information with
respect to the background and experience of the officers and directors.

COMPENSATION OF CERTAIN PERSONS

Catcher was formed on April 20, 2005 and paid no compensation to its officers
and directors prior to the Acquisition. Messrs. Tabankin and Sander, as founders
of Catcher were each issued 160,728.5 shares of Series A Preferred Stock of
Catcher, which stock was purchased by the Company from each of Messrs. Tabankin
and Sander for 279,042.625 shares of the Company's Series A Preferred Stock.
Following the conversion of the Series A Preferred Stock of the Company
following the 1 for 7.2 reverse split (described in Item 5.03 of this Form 8-K),
each of Messrs. Tabankin and Sander will hold 2,232,341 shares, or
approximately, 17.9% of the Company's Common Stock.

RELATED PARTY TRANSACTIONS

Catcher entered into an employment agreement with Mr. Sander effective as of the
closing of the Acquisition pursuant to which Mr. Sander is employed as the Chief
Executive Officer of Catcher and the Company. The current term of the agreement
expires May 4, 2008 but will be automatically renewed for additional three-year
periods until either party gives the other party written notice of its intent
not to renew at least 60 days prior but no more than 90 days prior to the end of
the term. Mr. Sander's base salary is $250,000 per annum. Mr. Sander is entitled
to participate in Catcher's bonus program which will be dependent upon the
achievement of certain milestones and to participate in any stock option plan
that the Company may have in effect for executive employees of Catcher. If his
employment agreement is terminated under certain circumstances, Mr. Sander will
be entitled to severance payments equal to up to two years of his base salary
and bonus.

Catcher entered into an employment agreement with Mr. Tabankin effective as of
the closing of the Acquisition pursuant to which Mr. Tabankin is employed as the
Chief Technology Officer and Chairman of Catcher. The current term of the
agreement expires April 21, 2008 but will be automatically renewed for
additional three-year periods until either party gives the other party written
notice of its intent not to renew at least 60 days prior but no more than 90
days prior to the end of the term. Mr. Tabankin's base salary is $216,000 per
annum. Mr. Tabankin is entitled to participate in Catcher's bonus program which
will be dependent upon the achievement of certain milestones and to participate
in any stock option plan that the Company may have in effect for executive
employees of Catcher. If his employment agreement is terminated under certain
circumstances, Mr. Tabankin will be entitled to severance payments equal to up
to two years of his base salary and bonus and a royalty equal to 1% of Catcher's
gross income for a period of three years following the termination of
employment.

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(1) a first tranche of 580,000 shares, 25% of which vests on June 16, 2005 with
the remaining 75% vesting monthly, pro rata each month, over the three year
period following June 16, 2005, (2) a second tranche of 193,000, 25% of which
vests on June 16, 2006, with the remaining 75% vesting monthly, pro rata each
month, over the three year period following June 16, 2006 and (3) a third
tranche of 145,000 shares, 25% of which vests on June 16, 2007 with the
remaining 75% vesting monthly, pro rata each month, over the three year period
following June 16, 2007. If there is a "Change of Control" of the Company (as
that term will be defined in an agreement between the Company and Mr. Gilford),
all unvested options will immediately vest. However, if Mr. Gilford's employment
is terminated without Cause or for Good Reason (as each of those terms are
defined in the Employment Agreement), any unvested options in a tranche that had
commenced to vest shall immediately vest. The grant of options are subject to
stockholder approval of a stock option plan of the Company. Mr. Gilford's
Employment Agreement was attached as an Exhibit to the 8K filed by the Company
on June 28, 2005.

BLACKFORD PARTNERS. Pursuant to a Services Agreement, dated as of May
6, 2005, BlackFord Partners, Inc. agreed to provide financial and accounting
advisory services to Catcher and the Company at a rate of $75 - $125 per hour.
Pursuant to an Amendment to the Services Agreement, dated as of June 24, 2005, a
warrant to purchase 20,000 shares of common stock, par value $0.001 per share,
of the Registrant at an exercise price of $3.74 was issued to Stanley Blackburn
and a warrant to purchase 65,000 shares of Common Stock at an exercise price of
$3.74 was issued to Jeff Gilford. Jeffrey Gilford, the Company's Chief Financial
Officer is a principal of Blackford Partners, Inc. Pursuant to the terms of Mr.
Gilford's employment agreement with Catcher, Mr. Gilford may continue to provide
up to 12 hours per week of services to BlackFord Partners, Inc. until August 16,
2005 and thereafter may provide up to 4 hours per week of services to BlackFord
Partners, Inc. in all events so long as such services do not interfere with the
provision of services to Catcher pursuant to his employment agreement. The
Services Agreement was attached as an Exhibit to the 8K filed by the Company on
June 28, 2005.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BY-LAWS; CHANGE IN FISCAL
YEAR.

On June 23, 2004 the certificate of incorporation of the Company was amended and
restated to: (i) change the name of the Company to Catcher Holdings, Inc. and
(ii) effect a 1 for 7.2 reverse stock split. A copy of the Amended and Restated
Certificate of Incorporation is incorporated by reference as Exhibit 3.1 to the
Current Report on Form 8-K filed June 28, 2005 with the SEC.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

A. FINANCIAL STATEMENTS OF BUSINESS ACQUIRED

LCM Holdings (A Development Stage Company). Financial Statements for the three
months ended March 31, 2005 and the period from inception (March 31, 2004) to
December 31, 2004 with independent auditors report (including Balance Sheets,
Statement of Operations, Statement of Cash Flows, and Notes to Financial
Statements) (filed as Exhibit 99.1 hereto).

B. PRO FORMA FINANCIAL INFORMATION

Unaudited Pro Forma Consolidated Financial Statements of Catcher Holdings, Inc..
(including Unaudited Pro Forma Consolidated Balance Sheet and Statement of
Operations) for the year ended December 31, 2004 and the three months ended
March 31, 2005 (filed as Exhibit 99.2 hereto).

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C. EXHIBITS

3.1. Certified copy of the Amended and Restated Certificate of
Incorporation of the Registrant incorporated by reference to
Exhibit 3.1 to the Form 8-K dated June 23, 2005 filed with the SEC
on June 28, 2005

4.1 Form of Series A Warrant issued to investors

4.2 Form of Series B Warrant issued to investors

4.3 Form of Warrant issued to Stan Blackburn incorporated by reference
to Exhibit 4.1 to the Form 8-K dated June 23, 2005 filed with the
SEC on June 28, 2005.

4.4 Form of Warrant issued to Jeff Gilford incorporated by reference
to Exhibit 4.2 to the Form8-K dated June 23, 2005 filed with the
SEC on June 28, 2005.

10.1 Form of Preferred Stock Purchase Agreement, dated as of May 4,
2005, by and among the Company, Catcher and the preferred
stockholders of Catcher.

10.2 Form of Stock Purchase Agreement, dated as of May 4, 2005, by and
among the Company and the founders holding common stock of
Catcher.

10.3 Form of Stock Purchase Agreement, dated as of May 4, 2005, by and
among the Company and the private investors in Catcher holding
common stock of Catcher.

10.4 Form of Registration Rights Agreement, dated as of May 4, 2005, by
and among the Company and the persons listed as signatories
thereto

10.5 Employment Agreement, between Jeff Gilford and Catcher, Inc., the
Registrant's subsidiary incorporated by reference to Exhibit 10.1
to the Form 8-K dated June 23, 2005 and filed with the SEC on June
28, 2005.

10.6 Services Agreement, dated as of May 6, 2005, between the
Registrant and BlackFord Partners Inc., as amended by the
Amendment dated June 24, 2005 incorporated by reference to Exhibit
10.2 to the Form 8-K dated June 23, 2005 and filed with the SEC on
June 28, 2005.

10.7 Consulting Agreement, effective as of April 21, 2005, by and
between The Del Mar Consulting Group, Inc. and Catcher.

10.8 Consulting Agreement, dated as of May 1, 2005, by and between
Hayden Communications, Inc. and Catcher.

10.9 Consulting Agreement, effective as of April 21, 2005, by and
between Kai Hansen and Catcher.

10.10 Teaming Agreement with Project Performance Corporation dated March
29, 2005

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14.1 Code of Ethics incorporated by reference to Exhibit 14.1 to the
Form 8-K dated June 23, 2005 and filed with the SEC on June 28,
2005

17.1 Letter of Resignation of Jules Benge Prag IV

17.2 Letter of Resignation of Nicholas Rigupolos

99.1 LCM Holdings. Financial Statements Financial Statements for the
three months ended March 31, 2005 and the period from inception
(March 31, 2004) to December 31, 2004 with independent auditors
report (including Balance Sheets, Statement of Operations,
Statement of Cash Flows, and Notes to Financial Statements).

99.2 Unaudited Pro Forma Consolidated Financial Statements of Catcher
Holdings, Inc. (including Unaudited Pro Forma Consolidated Balance
Sheet and Statement of Operations) for the year ended December 31,
2004 and the three months ended March 31, 2005.

99.3 Copy of the Press Release dated July 7, 2005

99.4 Copy of Press Release dated July 11, 2005

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

DATED: JULY 13, 2005

CATCHER HOLDINGS, INC.

By: /s/ Charles Sander
-------------------------------
Name: Charles Sander
Title: President and Chief Executive Officer

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