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Friday, 10/13/2006 1:47:16 PM

Friday, October 13, 2006 1:47:16 PM

Post# of 100
10ksb

Form 10KSB for TRUE PRODUCT ID, INC.

13-Oct-2006

Annual Report

ITEM 5. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with, and is qualified in its entirety by, our audited financial statements and notes thereto, and other financial information included elsewhere in this Annual Report on Form 10-K.

Certain statements contained in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this report are forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "anticipate", "intend", "plan", "believe", "estimate", "potential", or "continue", the negative of these terms or other comparable terminology. These statements involve a number of risks and uncertainties. Actual events or results may differ materially from any forward-looking statement as a result of various factors, including those described above under "Risk Factors".

Our cash balance as of June 30, 2006 was zero. Since the change in control of the Company on March 16, 2006 the employees of the Company have not received any payroll and the majority of our vendors have not received payments of amounts due. It is the Company's intention to seek strategic partnerships that result in an infusion of cash into the Company. As our products and services gain market acceptance we would expect to increase our employee headcount.

Based upon our business plan for the next fiscal year we do not expect that significant expenditures for the purchase of plant and equipment or research and development as our products are not labor intensive and have been developed to a stage where significant modifications are not expected.

Based upon the current operating plan, we expect that our existing cash balances and cash flows from operations will be not be sufficient to finance our working capital and capital expenditure requirements through Fiscal 2007. We intend to see capital via the sale of shares in the equity markets or from cash generated

from product licensing transactions. However, if events occur or circumstances change such that we fail to meet our operating plan as expected, we may require additional funds to support our working capital requirements or for other purposes and may seek to raise additional funds through public or private equity or debt financing or from other sources. If additional financing is needed, we can not be assured that such financing will be available on commercially reasonable terms or at all.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements.

http://biz.yahoo.com/e/061013/tpdi.ob10ksb.html

~ ric
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