U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2004
Commission File Number 333-90682
TechnoConcepts, Inc.
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(Exact name of small business issuer as specified in its charter)
Colorado 84-1605055
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
2060D Avenida De Los Arboles, Thousand Oaks, Ca. 91362
(Address of principal executive offices)
(818) 707-0265
(Registrant's telephone number including area code)
Technology Consulting Partners, Inc.
9282 South Fox Fire Lane, Highlands Ranch, Colorado 80129
(303) 893-2300)
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Former name and former address, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
[] Yes [X] No
As of March 31, 2004, the Registrant had 20,942,947 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, March 31, 2004 (unaudited) ........... 3
Condensed statement of operations, six months ended
March 31, 2004 and October 1, 2001 (inception)
through March 31, 2004 (unaudited) ............................ 4
Condensed statements of cash flows, six months ended
March 31, 2004, and October 1, 2001 (inception)
through March 31, 2004 (unaudited) ............................. 5
Notes to condensed financial statements (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
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PART I. Financial Information
ITEM 1. FINANCIAL STATEMENTS
TechnoConcepts, Inc.
(formerly Technology Consulting Partners, Inc.)
(A Development Stage Company)
Condensed Balance Sheet
(Unaudited)
March 31, 2004
ASSETS
Current Assets
Cash $ 386,702
Accounts receivable, net -
Notes receivable 10,000
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Total Current Assets 396,702
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Property and equipment, net of accumulated
depreciation of $ 173 6,754
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Other Assets
Intellectual Property and Patents 8,004,008
Total Other Assets 8,004,008
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Total Assets $ 8,407,464
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LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Loans payable 499,985
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Total Current Liabilities 499,985
Total Liabilities 499,985
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Commitments
Stockholder's Equity
Preferred stock, $.001 par value,
5,00,000 shares authorized, 32,000 issued
and outstanding 32
Common stock, $.01 par value, 50,000,000
shares authorized, 20,924,949 shares issued
and outstanding 20,925
Additional Paid In Capital 10,001,229
Accumulated Equity (Deficit) (2,114,707)
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Total Stockholders' Equity 7,907,479
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Total Liabilities and Stockholders' Equity $ 8,407,464
=============
See accompanying notes to these financial statements
3
TechnoConcepts, Inc.
(formerly Technology Consulting Partners, Inc.)
(A Development Stage Company)
Statement of Operations
For The Year Six Months Ended March 31, 2004
(Unaudited)
October 1, 2001
For the Six Months (Inception)
Ended Through
March 31, 2004 March 31, 2004
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Revenues:
Earned Revenue $ - $ 23,472
-------------- ---------------
Total Revenues 0 23,472
Operating Expenses:
General & administrative 1,423,195 1,964,542
Depreciation and amortization 173 325
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Total Operating Expenses 1,423,368 1,964,867
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Operating loss (1,423,368) (1,941,395)
Other income and (expense):
Interest income 1 598
Interest expense 0 0
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Total Other Income and (Expense) 1 598
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Net Loss $ (1,423,367) $ (1,940,797)
============== ===============
Basic and Diluted loss per share ($0.09) ($0.12)
Weighted average shares outstanding 16,282,375 16,282,375
See accompanying notes to these financial statements
4
TechnoConcepts, Inc.
(formerly Technology Consulting Partners, Inc.)
(A Development Stage Company)
Condensed Statement of Changes in Stockholders' Equity
(Unaudited)
Six Months Ended March 31, 2004
Additional
Preferred Stock Common Stock Paid in Accumulated
Shares Amount Shares Amount Capital Deficit Totals
------ ------ ---------- --------- ----------- ----------- -----------
Balances, December 31, 2003 0 $ 0 41,660,000 $ 515,750 $2,700 ($517,430) 1,020
Shares issued for:
Cash 760,919 $761 $333,322 334,083
Services 4,522,030 $4,522 $1,164,907 1,169,429
Acquisition 32,000 32 7,930,320 $ 7,930 $7,992,262 ($173,910) 7,826,282
Retirement of shares (33,930,320) ($508,038) $508,038 0
Net Loss ($1,423,367) ($1,423,367)
------ ------ ---------- --------- ----------- ----------- -----------
Balances, March 31, 2004 32,000 $ 32 20,942,949 $ 20,925 $10,001,229 ($2,114,707) $ 7,907,447
====== ====== ========== ========= =========== =========== ===========
See accompanying notes to these financial statements
5
TechnoConcepts, Inc.
(formerly Technology Consulting Partners, Inc.)
(A Development Stage Company)
Statement Of Cash Flows
(Unaudited)
For The Six Months Ended March 31, 2004
October 1, 2001
For the Six Months (Inception)
Ended Through
March 31, 2004 March 31, 2004
--------------- --------------
Cash Flows From Operating Activities
Net loss $ (1,423,367) $ (1,940,797)
Adjustments to reconcile net loss from
continuing operations to net cash
used in operating activities
Depreciation and amortization 173 325
Stock issued for services 1,166,073 1,566,073
Rent contributed by officer 2,700
Net cash used in operating activities (257,121) (371,699)
Cash Flows From Investing Activities
Purchase of equipment (6,927) (7,249)
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Net cash used in investing activities (6,927) (7,249)
Cash Flows From Financing Activities
Proceeds from sale of common stock, net of expenses 115,750
Loan to board member (10,000) (10,000)
Proceeds from loans payable 499,985 659,900
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Net cash provided by financing activities 489,985 765,650
Net Increase (Decrease) In Cash And Cash Equivalents 225,937 386,702
Cash and Cash Equivalents, beginning of period 160,765 0
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Cash and Cash equivalents, end of period $ 386,702 $ 386,702
=============== =============
Supplemental Disclosure of Cash Flow Information
See accompanying notes to these financial statements
6
TechnoConcepts, Inc.
(formerly Technology Consulting Partners, Inc.
Notes to Financial Statements
March 31, 2004
(Unaudited)
The financial statements presented herein have been prepared by the Company in
accordance with the accounting policies in its audited financial statements
dated September 30, 2003 included in the Company's Annual Report on Form 10-KSB,
and should be read in conjunction with the notes thereto.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim period presented have been made. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the year.
The Company is in the development stage in accordance with Statements of
Financial Accounting Standards (SFAS) No. 7 "Accounting and Reporting by
Development Stage Enterprises".
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
On December 15, 2003, the Company entered into an Agreement and Plan of
Merger By and Between Technology Consulting Partners, Inc., and Technoconcepts,
Inc. and the stockholders of TechnoConcepts Inc., a Nevada corporation, pursuant
to which the Registrant acquired all of the outstanding shares of TechnoConcepts
capital stock in exchange for a controlling interest in the Registrant. The
transaction was completed on February 17, 2004 as reported in the Current Report
on Form 8-K, dated February 18, 2004, and incorporated herein by reference.
On April 15, 2004, registrant amended its Articles of Incorporation to change
its name to TechnoConcepts, Inc.
TechnoConcepts is in the business of designing, developing, and marketing
wireless communications solutions. In addition to developing a four-channel high
speed instrumentation analog-to-digital converter; a ten-channel optical
receiver capable of one gigabit per second operation; a 1.6 GHz delta-sigma
modulator; and mixed-signal, multi-chip circuit modules, Technoconcepts has
developed a 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.
LIQUIDITY AND CAPITAL RESOURCES.
Our principal sources of operating capital have been private sales of common
stock and debt instruments. As of March 31, 2004, we had negative working
capital of $103,283.
During the 6 months ended March 31, 2004, we issued 760,917 shares of common
stock for $333,655.
We issued 4,522,030 shares for services rendered. Of these, 879,000 shares
(valued at $351,600) were issued to one of our officers and director; and
3,643,030 shares (valued at $814,473) were issued for consulting services to
non-employees.
While we are a developmental stage corporation we believe that our cash flows
generated from operations may not be sufficient to fund operations. Accordingly,
it is likely that we will require additional funding through private and public
securities offerings. There can be no assurance that we will obtain such
financing.
RESULTS OF OPERATIONS - PERIOD ENDED MARCH 31, 2004
We incurred General and Administrative expenses of $1,423,195 as a result of
overhead expenses including investor relations, investment banking fees,
consulting costs and professional fees.
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ITEM 3. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our President we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this report, and,
based upon his evaluation, he has concluded that these controls and procedures
are effective. There were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
date of his evaluation.
Disclosure controls and procedures are our controls and other procedures that
are designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the Securities and
Exchange Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file under the
Exchange Act is accumulated and communicated to our management, including our
principal executive officer and principal financial officer, as appropriate to
allow timely decisions regarding required disclosure.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
During the six months ended March 31, 2004, we issued 4,522,030 shares for
services rendered. Of these, 879,000 shares (valued at $351,600) were issued to
one of our officers and director; and 3,643,030 shares (valued at $814,473) were
issued for consulting services to non-employees.
During the same period an additional 760,917 shares of common stock were sold
for cash of $333,655 to approximately forty persons, all sold under Section 504
of Regulation D under the Securities Act of 1933, as amended. The exemption from
registration afforded by Section 3(b) and/or Section 4(2) under the Act is
claimed with respect to all of the aforementioned transactions.
There were no underwriting discounts or commissions paid with respect to the
cash sales.
ITEM 3. Defaults Upon Senior Securities.
None.
ITEM 4. Submission of Matters to a Vote of Security Holders.
None.
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ITEM 5. Other Information.
None.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
31.1 Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
32.1 Certification of Chief Executive Officer and Chief Financial
Officer Pursuant to 18 U.S.C. Section 1350
(b) Reports on Form 8-K.
Current Report on Form 8-K filed February 18, 2004 to report under Item 1,
Change in Control of Registrant, the closing of a reverse acquisition of
registrant pursuant to which registrant acquired all of the outstanding shares
of TechnoConcepts, Inc., a Nevada corporation, capital stock in exchange for a
controlling interest in registrant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TECHNOCONCEPTS, INC.
(formerly Technology Consulting Partners, Inc.)
Date: May 24, 2004 By: /s/ Antonio E. Turgeon
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Antonio E. Turgeon
Chief Executive and Financial
Officer
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