TECHNOPRISES LTD.

TECHNOPRISES LTD.

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Company Overview
Technoprises LTD., formerly known as BVR Technologies Ltd., is an Israeli high-technology management company that, through its subsidiaries and affiliates, is engaged in the fields of wireless communication; fully integrated broadcast and web cast graphics solutions, broadband access technology, and integrated silicon and software solutions for smart networking appliances, and online fair and exhibition solutions. The group is a global provider of computer services, communication equipment, software and programming. It is engaged in the provision of end-to-end cross-media integration for “seamless computing.” The company was formed through the strategic roll-up of companies to optimize synergies of their respective businesses. Technoprises was incorporated in 1986, with registered office address in Tel Aviv, Israel.
The company operates in the telecommunications field. Technoprises distributes a range of computer hardware from computer equipment and software companies to resellers and systems integrators worldwide for inclusion in their product offerings (B2B Business). These include enterprise systems like servers, storage, workstations and networking products; client systems, including notebook and desktop computer systems, printing and imaging systems, software and peripherals, and global services.
Technoprises has seven patent applications – six are pending and one was approved in 2003. It also has the exclusive license rights to a patent for InfoStyle – a technology to distribute targeted media to customers based on a profile of up to 28 unique ways of processing information.
One of the company’s subsidiaries is Telematik Cross Media, an innovative company that developed a new platform for editing, publishing, storing, compressing, retrieving and displaying different sorts of content for different end users, and different end users equipment, such as: newspaper, web, radio, TV, desktop PC, PVR, PDA and mobile.
Business Summary
Technoprises Ltd. is an Israeli early-stage, high-technology management company that, through its subsidiaries and affiliates, is engaged in the fields of wireless communication, fully integrated broadcast and Webcast graphics solutions, broadband access technology, integrated silicon and software solutions for smart networking appliances, and online fair and exhibition solutions.
Description and history
The Company was incorporated under the laws of the State of Israel in October 1986 under the name of ‘BVR Technologies Ltd.’ (‘BVR’). In February 2004, pursuant to the terms of a Share Purchase Agreement previously entered into by the Company and the shareholders of TechnoCross Ltd. (formerly known as ‘Technoprises Apros & Chay Ltd., ‘TechnoCross’), a closely held company established under the laws of the State of Israel, Company issued to the shareholders of TechnoCross a total of 88,539,309 ordinary shares of the Company, par value NIS 0.01 per share, which at the time constituted 90% of the Company’s issued and outstanding capital stock in consideration of the acquisition by BVR of all the issued and outstanding share capital of TechnoCross. At the time of the transaction, Technocross owned 100% of the outstanding share capital of Telematic-Cross Media Ltd. (‘TCM’), which was established on June 17, 2003 and had no operations since establishment through the transaction except for an agreement that it signed with Comverse Technology, Inc. relating to the purchase of certain technologies. Prior to the acquisition, the Company was a non-operating pubic shell with no significant assets and liabilities. As the former shareholders of TechnoCross held a majority of the issued and outstanding shares of the Company following the acquisition, the transaction was accounted for as a ‘recapitalization’ of TechnoCorss In April 2004, the Company’s name was changed to ‘Technoprises, Ltd.’

The Company’s consolidated financial data as of December 31, 2004 have been derived from Technoprises audited consolidated financial statements. The consolidated selected financial data for the period from inception of TechnoCross (January 8, 2004) to December 31, 2004 have been derived from the consolidated financial statements included in 2004 annual report

The Company operates in one business segment – distribution of content via Broadband Networks. The Company develops software solutions for telecommunication providers, media distributors and creators and large corporate enterprises leveraging next-generation network technology.

On January 18, 2005 the company, Tegrasoft the company and BPI Inc. (‘BPI’), a Florida based company entered into advisory service agreement pursuant to which BPI will provide marketing services with respect to B2B Business. Under the agreement the Company will issue to BPI 4,166,000 shares on every $6.66 million revenues that Tegrasof will generate during 2005 for up to a maximum of 25 millions shares. If Tegrasof will generate revenues of $60 million in 2005, the Company will issue BPI an additional 5 million shares to BPI.

In February 2005, the parties entered into a supplemental agreement with BPI pursuant to which they undertook to assist in opening 120 points of sale for B2B Busines on a worldwide global basis (‘BPI Supplemental Agreement’). Under the BPI Supplemental Agreement, BPI is entitled to 9 million shares upon the entry into a supplementary agreements relating to the opening of points of sale worldwide and an additional 9 million shares upon the opening of the first 60 points of sale.

As of July 2005, the Company issued to BPI 34,000,000 shares in respect of services rendered under the agreement. The Company has also granted BPI limited co-sale rights with respect to 25% of their share holdings in any future sale of the Company securities up to a maximum amount of 15% of such raise.

Bankruptcy:

District Court of Tel Aviv Bankruptcy File 1355/05

In the matter of: Article 350 of the Companies Law-1999
And in the matter of: Technoprises Ltd – in Liquidation
Public Corp. 8-003670-52 (hereinafter, ‘the Company’)

Notice of Invitation to Submit Offers to Purchase a Public Shell Company

Notice is hereby given by the Company’s Special Administrator, under which the Special Administrator of the Company wishes to receive offers for the acquisition of control in a company whose shares are listed for trade over the counter (Pink Sheets) no later than 14:00 on Sept 5, 2007.

Offers shall be submitted in writing on a form available at Braunstein and Associates Law Offices, at the following address, against payment of NIS 300 and VAT for each offer. Each bid shall be accompanied by an autonomous bank guarantee, linked to the USD, in the amount equal to 10% of the value of the offer.

Laws of tenders do not apply to this Invitation. The Special Administrator reserves his right to conduct negotiations with any offeror and/or its representative, either all or in part, regarding the sale of the Company and/or its operations, and the Special Administrator is not obligated to accept the higher offer or any offer at all. The undersigned may determine the preferred method of agreement, at his exclusive discretion.

To remove all doubt, it is hereby clarified that any offer deemed preferable to the undersigned shall be brought, as required, to the approval of the Company’s creditors. Furthermore, entering any agreement by the undersigned on the basis of on offer by any potential offeror approved by the Company’s creditors, is also subject to the approval of the District Court of Tel Aviv-Yaffo (Bankruptcy File 1355/05).

Ziv Imberg, Attorney – Special Administrator
Hamasger 55, Tel Aviv 67217
Tel: 03-5610000 Fax: 03-5610222

Formerly known as BVR Technologies Ltd.; Formed through the strategic roll-up of companies to optimize synergies of their respective businesses

Business Line
An Israeli high-technology management company
Subsidiary

Advisor
ZIV HAFT
IPO date
10/23/1998
US SIC Code
7371
Company Address
Azrieli Center 45th Floor

City province or state postal code
67021, TEL AVIV
Phone: +972 972 3 696 6060
Fax:
Country address: ISRAEL
Website url: www.technoprises.com