U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2003
Commission File Number 333-90682
TECHNOLOGY CONSULTING PARTNERS, INC.
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(Exact name of small business issuer as specified in its charter)
Colorado 84-1605055
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
9282 South Fox Fire Lane, Highlands Ranch, Colorado 80129
(Address of principal executive offices)
(303) 893-2300
(Registrant's telephone number including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
[ X ] Yes [ ] No
As of December 31, 2003, the Registrant had 41,660,000 shares of common stock,
no par value, outstanding. Transitional Small Business Disclosure format:
Yes [ ] No [ X ]
INDEX
Part I: Financial Information Page No.
Item 1. Financial Statements
Condensed balance sheet, December 31, 2003 (unaudited) ........... 3
Condensed statement of operations, three months ended
December 31, 2003 (unaudited), and October 1,
2001 (inception) through December 31, 2003 (unaudited) ........... 4
Condensed statements of cash flows, three months ended
December 31, 2003 (unaudited), and October 1, 2001
(inception) through December 31, 2003 (unaudited) ................ 5
Notes to condensed financial statement (unaudited) ............... 6
Item 2. Management's Discussion and Analysis or
Plan of Operations ...................................... 7
Item 3. Controls and Procedures ................................... 7
Part II. Other Information
Item 1. Legal Proceedings ......................................... 8
Item 2. Changes in Securities ..................................... 8
Item 3. Defaults Upon Senior Securities ........................... 8
Item 4. Submission of Matters to a Vote of Security Holders ....... 8
Item 5. Other Information .............................. 8
Item 6. Exhibits and Reports on Form 8-K ...................... 8
Signatures ...................................................... 9
2
PART I. Financial Information
ITEM 1. FINANCIAL STATEMENTS
TECHNOLOGY CONSULTING PARTNERS, INC.
(A Development Stage Company)
Condensed Balance Sheet
(Unaudited)
December 31, 2003
Assets
Current Assets:
Cash $ 850
---------
Total current assets 850
Equipment, net of accumulated depreciation of $152 170
---------
$ 1,020
=========
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable and accrued liabilities $ 0
---------
Total current liabilities 0
=========
Shareholders' equity:
Preferred stock --
Common stock 515,750
Additional paid-in capital 2,700
Deficit accumulated during development stage (517,430)
---------
Total shareholders' equity 1,020
---------
$ 1,020
=========
See accompanying notes to condensed financial statements.
3
TECHNOLOGY CONSULTING PARTNERS, INC.
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
October 1,
2001
Three Months (Inception)
Ended Through
December 31, December 31,
2003 2003
--------- -----------
Service revenue ......... $ - $ 23,472
Costs and expenses:
Stock-based
compensation:
Employee services ..... - 400,000
Salaries and payroll
taxes ................. - 88,421
Contributed rent
(Note 2) .............. 300 2,400
Professional fees ...... 10,225 36,565
Depreciation ........... 27 152
Interest income ........ (2) (597)
Other general and
administrative expenses.. 646 16,670
-------- ----------
Total costs and
expenses ........... 11,196 540,902
-------- ----------
Loss before income
taxes .............. (11,196) (517,430)
Income tax provision
(Note 3) ................ - -
-------- ---------
Net loss $ (11,196) $(517,430)
======== =========
Basic and diluted
loss per share .......... $ (0.00) $ (0.09)
========= =========
Weighted average
common shares
outstanding ............. 5,207,500 5,021,731
========= =========
See accompanying notes to condensed financial statements.
4
TECHNOLOGY CONSULTING PARTNERS, INC.
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
October 1,
2001
Three Months (Inception)
Ended Through
Dec 31, Dec 31,
2003 2003
--------- ----------
Net cash (used in) operating
activities .................... $ (11,196) $ (517,430)
Adjustments to reconcile net
Loss to net cash used by
Operating activity:
Depreciation.......... 27 152
Rent contributed by officer....... 300 2700
Changes in Operating assets
And Liabilities:
Accounts payable and accrued
Liabilities (1275) -
Common Stock issued for services - 400,000
--------- ---------
Net cash provided by
Operation (12,144) (114,578)
--------- ---------
Cash flows from investing activities:
Purchases of equipment ....... - (322)
--------- ---------
Net cash (used in)
investing activities ..... - (322)
--------- ---------
Cash flows from financing activities:
Proceeds from sale of
common stock ................. - 120,750
Payments for offering costs .. - (5,000)
--------- ---------
Net cash provided by
financing activities - 115,750
--------- ---------
Net change in cash (12,144) 850
Cash, beginning of period ..... 12,994 -
--------- ---------
Cash, end of period $ 850 $ 850
========= =========
Supplemental disclosure of cash flow information:
Income taxes ................. $ - $ -
========= =========
Interest ..................... $ - $ -
========= =========
See accompanying notes to condensed financial statements.
5
TECHNOLOGY CONSULTING PARTNERS, INC.
(A Development Stage Company)
Notes to Unaudited Condensed Financial Statements
December 31, 2003
Note A: Basis of presentation
The financial statements presented herein have been prepared by the Company in
accordance with the accounting policies in its audited financial statements
dated September 30, 2003 included in the Company's Annual Report on Form 10-KSB,
and should be read in conjunction with the notes thereto.
In the opinion of
management, all adjustments (consisting only of normal recurring adjustments)
which are necessary to provide a fair presentation of operating results for the
interim period presented have been made. The results of operations for the
periods presented are not necessarily indicative of the results to be expected
for the year.
The Company issued a seven (7) for one (1) dividend on December 17, 2003 -
issuing an aggregate of 36,452,500 new shares - for a total of 41,660,000 shares
outstanding as of December 31, 2003.
The Company is in the development stage in accordance with Statements of
Financial Accounting Standards (SFAS) No. 7 "Accounting and Reporting by
Development Stage Enterprises". As of December 31, 2003, the Company has devoted
substantially all of its efforts to completion of the Agreement and Plan of
Merger By and Between Technology Consulting Partners, Inc., and Technoconcepts,
Inc., entered into on December 15, 2003.
Financial data presented herein are unaudited.
Note B: Related party transactions
An officer provided free office space to the Company for the periods presented.
The office space was valued at $100 per month based on the market rate in the
local area and is included in the accompanying financial statements as
contributed rent with a corresponding credit to additional paid-in capital.
Note C: Income taxes
The Company records its income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes". The Company incurred net operating losses during
the three months ended December 31, 2003 resulting in a deferred tax asset,
which was fully allowed for; therefore, the net benefit and expense resulted in
$-0- income taxes.
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
During the three months ended December 31, 2003, we incurred approximately
$12,144 of expenses, of which $0 was salaries and payroll taxes.
As of December 31, 2003, we had $0 in cash on hand and we had payables of
$4,984.
On December 15, 2003, the Company entered into an Agreement and Plan of
Merger By and Between Technology Consulting Partners, Inc., and Technoconcepts,
Inc. and the stockholders of TechnoConcepts TechnoConcepts, Inc., a Nevada
corporation pursuant to which the Registrant acquired all of the outstanding
shares of TechnoConcepts capital stock in exchange for a controlling interest in
the Registrant. Refer to Form 8-K filing, dated February 18, 2004 for details.
The Company has ceased its business operations in preparation for completing the
aforementioned Merger.
TechnoConcepts is in the business of designing, developing, and marketing
wireless communications solutions. In addition to developing a four-channel high
speed instrumentation analog-to-digital converter; a ten-channel optical
receiver capable of one gigabit per second operation; a 1.6 GHz delta-sigma
modulator; and mixed-signal, multi-chip circuit modules, Technoconcepts has
developed a technology which it has named True Software Radio ("TSR"). TSR
replaces conventional analog circuitry with a combination of proprietary
delta-sigma converters and software based digital signal processing, allowing
wireless signals such as from cell phones, radios, or television broadcasts to
be processed and translated at the point of origin. TSR enables a communications
device to communicate with any other communications device even in the event
that both are using different protocols, such as CDMA, TDMA or GSM.
TechnoConcepts business will become the business of the Company.
ITEM 3. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our President we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures within 90 days of the filing date of this quarterly
report, and, based upon his evaluation, he has concluded that these controls and
procedures are effective. There were no significant changes in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of his evaluation.
Disclosure controls and procedures are our controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our management, including our
principal executive officer and principal financial officer, as appropriate to
allow timely decisions regarding required disclosure.
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PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
None.
ITEM 2. Changes in Securities.
None.
ITEM 3. Defaults Upon Senior Securities.
None.
ITEM 4. Submission of Matters to a Vote of Security Holders.
None.
ITEM 5. Other Information.
None.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
31.1 Certification of Chief Filed herewith
Executive Officer and electronically
Chief Financial Officer
Pursuant to Section 302
of the Sarbanes-Oxley Act
of 2002
32.1 Certification of Chief Filed herewith
Executive Officer and electronically
Chief Financial Officer
Pursuant to 18 U.S.C.
Section 1350
(b) Reports on Form 8-K.
None.
8
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TECHNOLOGY CONSULTING PARTNERS, INC.
Date: February 27, 2004 By: /s/ Antonio E. Turgeon
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Antonio E. Turgeon
Chief Executive and Financial
Officer
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