Terocelo Inc.

TechnoConcepts Inc. is a fabless semiconductor company which offers a unique technology designed to dramatically improve the way wireless signals are transmitted, received and processed. True Software Radio™ enables direct device-to-device communication, even among otherwise incompatible wireless standards and formats, by incorporating a cost-effective transmitter/receiver/processor system on a computer chipset. The Company believes that True Software Radio™ will bring into being multi-mode radios, based on the Company’s proprietary “system-on-a-chip” that can handle multiple frequency bands, process multiple transmission protocols, be reconfigured on the fly, and be easily and cost-effectively upgraded. The Company envisions that True Software Radio™ implementation will enable:

· Cell phone users to enjoy seamless roaming anywhere in the world, with over-the-air software upgrades, service enhancements and multiple service provider connectivity;

· Base station operators to increase frequency spectrum utilization and to upgrade cost-effectively with only software revisions;

· Police, fire and other emergency agencies to talk directly to each other regardless of their disparate radio systems; and

· Allied military forces to communicate with each other directly.

The Company charter is to become a leading provider of major wireless communications components, technologies, and services. The Company plans to design, develop, market, manufacture, and license Application Specific Integrated Circuits (ASICs), chipsets and other electronic components based on its proprietary True Software Radio™ technology to major telecommunications equipment suppliers for integration into their wireless communications products.

TechnoConcepts is making good progress in commercializing its proprietary technology. The Company is developing relationships with a number of major wireless communications companies to work together to incorporate True Software Radio™ technology in consumer, industrial, and military applications.

In June 2004, Patent No. 6,748,025 was granted to the Company, allowing 19 different claims for the conversion of RF signals directly into high-speed digital data streams, which are then sorted and demodulated with digital signal processing. This patent is the first of an anticipated family of patents that form the basis for the Company’s True Software Radio™ technology.

In July 2004, TechnoConcepts signed a Joint Technology Agreement with a major Taiwan-based base station developer to jointly develop products that will include TechnoConcepts’ True Software Radio™ technology. The developer is Taiwan’s first microwave and satellite communications company whose clients include Lucent and NEC, among many others. This agreement enables mutual cooperation in the definition, design, production, marketing and selling of next-generation products that can deliver advanced capabilities for the third-generation (3G) wireless infrastructure marketplace.