SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                               FORM 10-QSB


(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended September 30, 2002.

[  ]Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from              to               .

                   Commission file number: 000-049635

                   TECHNOLOGY ACQUISITION CORPORATION
      (Exact name of small business issuer as specified in its charter)


            Nevada                                 87-2099034
(State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)                 Identification No.)




            509 N. Winnetka, Suite 207, Dallas, Texas 75208
       (Address of principal executive office)     (Postal Code)

                           (214) 948-2990
                     (Issuer's telephone number)


Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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____


The number of outstanding shares of the issuer's common stock, $0.001 par
value (the only class of voting stock), as of November 8, 2002 was
5,771,115.

<PAGE>
TABLE OF CONTENTS

PART I

ITEM 1.  FINANCIAL STATEMENTS

Unaudited Balance Sheet as of September 30, 2002 ..........................3

Unaudited Statement of Operations for the three and six months ended
September 30, 2002 and 2001, and the period from inception to
September 30, 2002 ........................................................4

Unaudited Statement of Cash Flows for the six months ended September 30,
2002 and 2001, and the period from inception to September 30, 2002 ........5

Notes to Unaudited Financial Statements ...................................7

ITEM 2.  MANAGEMENT'S PLAN OF OPERATION ..................................12

ITEM 3.  CONTROLS AND PROCEDURES .........................................17


PART II

ITEM 1. LEGAL PROCEEDINGS ................................................18

ITEM 2. CHANGE IN SECURITIES AND USE OF PROCEEDS .........................18

ITEM 3. DEFAULTS UPON SENIOR SECURITIES ..................................18

ITEM 4. SUBMISSION OF MATTERS TO AVOTE OF SECURITY HOLDERS ...............18

ITEM 5. OTHER INFORMATION ................................................18

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K .................................18

SIGNATURES ...............................................................19

CERTIFICATION ............................................................20

INDEX TO EXHIBITS ........................................................22

<PAGE>
PART I

ITEM 1.  FINANCIAL STATEMENTS
As used herein, the term "Company" refers to Technology Acquisition
Corporation, a Nevada corporation, unless otherwise indicated.  In the
opinion of management, the accompanying unaudited financial statements
included in this Form 10-QSB reflect all adjustments (consisting only of
normal recurring accruals) necessary for a fair presentation of the results
of operations for the periods presented.  The results of operations for the
periods presented are not necessarily indicative of the results to be
expected for the full year.

                    TECHNOLOGY ACQUISITION CORPORATION
                       (A DEVELOPMENT STAGE COMPANY)
                     Interim Unaudited Balance Sheet
                           September 30, 2002

ASSETS
Current Assets
   Cash                                                 $      263
Total Current Assets                                           263


Total Assets                                            $      263
                                                        ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Accounts payable and accrued liabilities             $   77,480
   Loans from shareholders                                  27,000
Total Current Liabilities                                  104,480

Stockholders' Equity
Preferred Stock: $0.25 Par Value; Authorized Shares,
   5,000,000, Issued and Outstanding, None                    None
Common Stock: $0.01 Par Value; Authorized Shares,
   30,000,000; Issued and Outstanding, 5,771,115            57,711
Additional Paid In Capital                               4,235,488
Deficit Accumulated During the Development Stage        (4,397,416)
Total Stockholders' Equity (A Deficit)                    (104,217)

Total Liabilities and Stockholders' Equity              $      263

                  See condensed notes to financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
                    TECHNOLOGY ACQUISITION CORPORATION
                      (A DEVELOPMENT STAGE COMPANY)
                Interim Unaudited Statements of Operations
          For the Three Months Ended September 30, 2002 and 2001,
             and for the period from Inception (June 21, 1972
                          to September 30, 2002
                                                                               Deficit
                              Three Months    Three Months    Six Months    Six Months    Accumulated
                              Ended           Ended           Ended         Ended         During the
                              September 30,   September 30,   September 30, September 30, Development
                              2002            2001            2002          2001          Stage
______________________________________________________________________________________________________
<S>                           <C>             <C>             <C>           <C>           <C>
Revenues                      $         -     $          -    $          -  $         -   $          -

Operating Expenses
  General and
   administrative expenses         (3,082)          (8,586)        (18,170)     (11,541)      (770,422)
  Research and development
   expenses                             -                -          (5,800)           -         (5,800)
                              _________________________________________________________________________
Total operating expenses           (3,082)          (8,586)        (23,970)     (11,541)      (776,222)

Operating Loss                     (3,082)          (8,586)        (23,970)     (11,541)      (776,222)

Other Expenses
  Realized losses on per-
    manent declines in
    marketable equity
    securities                          -                -               -            -     (1,574,100)
   Interest expense                     -                -               -            -       (359,826)
                              _________________________________________________________________________
Total other expenses                    -                -               -            -     (1,933,926)

Net loss before discontinued
  operations                      (3,082)           (8,586)         (23,970)     (11,541)   (2,710,148)

Discontinued operations
  Operating loss (Note 6)               -                -                -            -    (2,400,617)
  Gain on disposal of
    discontinued operations
    (Note 6)                            -                -                -            -       713,349
                              _________________________________________________________________________
Loss from discontinued
   operations                           -                -                -            -    (1,687,268)

Net loss available to
  common stockholders         $    (3,082)    $     (8,586)    $    (23,970)   $ (11,541) $ (4,397,416)
                              =========================================================================

Basic and diluted loss per
share ofcommon stock
  Net loss before discon-
   tinued operations                    -                -                -            -   $     (1.13)
   Discontinued operations              -                -                -            -         (0.70)
                              _________________________________________________________________________
   Net loss per common share            -                -                -            -   $     (1.83)


Weighted average number of
  common shares outstanding     5,771,115        4.106,115        5,771,115    4.106,115     2,395,806
</TABLE>
                          See condensed notes to financial statements.

4
<PAGE>
<TABLE>
<CAPTION>

                       TECHNOLOGY ACQUISITION CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                    Interim Unaudited Statements of Cash Flows
               For the Six Months Ended September 30, 2002 and 2001,
                             and for the period from
                 Inception (June 21, 1972) to September 30, 2002

                                                                        Deficit
                                     Six Months       Six Months        Accumulated
                                     Ended            Ended             During the
                                     September 30,    September 30,     Development
                                     2002             2001              Stage
______________________________________________________________________________________
<S>                                  <C>              <C>               <C>

Cash flows from operating
   activities
Net loss                             $   (23,970)     $    (11,541)     $ (4,397,416)
Adjustments to reconcile net
  loss to net cash used in
    operating activities
  Depreciation                                 -                 -           434,010
  Common stock issued for services             -                 -           257,500
  Common stock issued for licensing
    agreement                                  -                 -            10,000
  Transfer of asset for
    past services rendered                     -                 -            14,595
  Notes payable incurred for
    services rendered                          -                 -           220,000
  Write down of inventory                      -                 -           572,829
  Gain on asset exchange                       -                 -          (713,349)
  Realized losses on marketable
    securities                                 -                 -         1,574,100
Changes in Assets and Liabilities
  Increase (decrease) in accounts
    payable                               (2,673)           (9,669)          374,677
  Increase (decrease) in accrued
    liabilities                                -                 -           240,966
                                    _________________________________________________
Total adjustments                         (2,673)           (9,669)        2,985,328
Net cash used in operating
  activities                             (26,643)          (21,210)       (1,412,088)

Cash flows from financing
  activities
  Checks issued in excess of cash            (94)                -                 -
  Proceeds from the sale of common
     stock                                     -                 -           187,226
  Loans from shareholders                 27,000            21,190            88,305
  Capital contributions                        -                 -            82,412
  Proceeds on notes payable                    -                 -         1,054,408
                                    _________________________________________________
Net cash provided by financing
  activities                              26,906            21,190         1,412,351

Increase (decrease) in cash and
  cash equivalents                           263               (20)              263

Cash and cash equivalents,
  beginning of period                          0                25                 0
                                    _________________________________________________
Cash and cash equivalents,
  end of period                     $        263      $          5   $           263
                                    =================================================

Cash paid for interest and
  income taxes:                                -                 -                 -
</TABLE>
               See condensed notes to financial statements.
5
<PAGE>
<TABLE>
<CAPTION>
                 TECHNOLOGY ACQUISITION CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
              Interim Unaudited Statements of Cash Flows
         For the Six Months Ended September 30, 2002 and 2001,
                     and for the period from
           Inception (June 21, 1972) to September 30, 2002

                                                                            Deficit
                                         Six Months       Six Months        Accumulated
                                         Ended            Ended             During the
                                         September 30,    September 30,     Development
                                         2002             2001              Stage
__________________________________________________________________________________________
<S>                                      <C>              <C>               <C>

Supplemental noncash investing
 and financing activities:
   Common stock issued for services
     rendered                               -              -      $     257,500
   Common stock issued for
     licensing agreement                    -              -      $      10,000
   Gain on exchange of net assets
     for common stock of
     Healthbridge, Inc.                     -              -      $     713,349
   Transfer of 330,000 shares of
     Healthbridge, Inc. to
     majority stockholder in full
     satisfaction of shareholder
     loans and for past services
     rendered                               -              -      $      14,595
   Realized losses on marketable
     securities                             -              -      $   1,574,100
   Notes payable incurred for
     services rendered                      -              -      $     220,000
   Conversion of debt to equity             -              -      $   1,143,002
   Common stock exchanged for
     subsidiary                             -              -      $   2,520,009
   Notes payable exchanged for
     inventory                              -              -      $     638,010
   Common stock issued for
     organization costs                     -              -      $     102,500
   Write down of inventory                  -              -      $     572,829
 </TABLE>

                   See condensed notes to financial statements.
6
<PAGE>
                 TECHNOLOGY ACQUISITION CORPORATION
                    (A DEVELOPMENT STAGE COMPANY)
               NOTES TO INTERIM FINANCIAL STATEMENTS
                          SEPTEMBER 30, 2002

NOTE 1.  STATEMENT OF INFORMATION FURNISHED

The accompanying unaudited interim financial statements have been prepared
in accordance with Form 10-QSB instructions and in the opinion of management
contains all adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the financial position as of September 30, 2002,
and the results of operations and cash flows for the three and six months
ended September 30, 2002 and 2001.  These results have been determined on
the basis of generally accepted accounting principles and practices and
applied consistently with those used in the preparation of the Company's
2002 Annual Report on Form 10-KSB, as amended.

Certain information and footnote disclosure normally included in the
financial statements presented in accordance with generally accepted
accounting principles have been condensed or omitted.  It is suggested
that the accompanying financial statements be read in conjunction with
the accompanying financial statements and notes thereto incorporated by
reference in the Company's 2002 Annual Report on Form 10-KSB, as amended.

NOTE 2.  GOING CONCERN, FINANCIAL RESULTS AND LIQUIDITY

The Company has been a development stage company and has incurred net
operating losses since inception, June 21, 1972.  The accompanying
financial statements have been prepared in conformity with generally
accepted accounting principles in the United States, which contemplates
continuation of the Company as a going concern, which is dependent upon the
Company's ability to establish itself as a profitable business. Management
is devoting substantially all of its present efforts in securing and
establishing a new business and has generated no revenues.  Management plans
to conduct limited operations to minimize operating expenses until external
funds can be raised or internal cash flows are generated.  Management
believes that it will continue to incur losses for at least the next twelve
months, and as a result will require additional funds through loans from
shareholders, debt or equity financing, to insure that there is sufficient
capitalization of the Company in marketing the Oxywell System.

The company is planning to introduce the product in five stages. The first
stage will be a "test market" in a single metro location, San Diego, to
confirm the consumer acceptance of the product.  The Company anticipates this
first stage will last three to six months and costs approximately $65,000.
The second stage will be a "rehearsal market" in the Southern California
region to ensure Distribution Logistics and Ordering Systems are as
fault-free as they can be made.  The third, fourth and fifth stages will
complete national distribution with the third stage likely to include
the remainder of the Pacific Region and the Southwest Region, the fourth
stage, the Northeast Region, and the fifth and final stage, the remainder
of the U.S.A. The Company is in the final stages of completing its
marketing and financing plans. Current objective is to introduce to the test
market in the first quarter of calendar 2003.

7
<PAGE>
Financing of the first stage is anticipated to come from shareholder loans
and investors' funds. Financing of the second stage is anticipated to
come from a blend of investors' funds and profits from sales. Financing of
stages three, four and five is anticipated to come from profits from sales.
Specific timing of each succeeding stage is thus totally dependent upon
the rate of sales success. The company currently anticipates complete
national availability will be achieved within two years from the start
of marketing.

The Company has identified and mapped out its logistics network associates
which include an inbound carrier in Mississauga, Ontario, Canada, a
warehouse and fulfillment center located in Buffalo, New York, and
customer delivery carriers that will provide three-day delivery service
anywhere in the lower 48 states. Sales channels will include an Internet
website, telephone and fax call centers, and mail order facilities.
The Company has established payment methods to be accepted via the four
major credit card companies.

Consumers will be made aware of the product's benefits and informed about
how to order it by a combination of paid and unpaid media.  Specific details
and timings of the company's communications' program will ultimately depend
upon budget availability.   The company's basic starter website will educate
consumers as well as serve as one of the ordering locations. The website
will be expanded and linked to other sites and search engines as funds
permit.  As market interest increases, printed brochures
will be used to educate consumers and will contain an order form, which will
be distributed opportunistically to health and fitness establishments,
media people, at health and fitness trade shows, and any other venues that
represent an interest.  Powerpoint presentations will be created to educate
PR professionals, media people and prominent health and fitness authorities.
Interviews with the lifestyle and health and fitness writers with local
newspapers and magazines, then writers with regional, then national
magazines, will be arranged in order to secure articles for the product.
Ads in local newspapers and magazines, then regional, then national magazines
 will be placed as the stages of introduction progress. Local television
commercials/infomercials will be created and aired as markets develop.
Targeted national e-mail campaigns will be considered.

The Company expects to begin marketing the product in approximately three
to six months after completing an initial market assessment to gauge
interest in the product.  The Company does not presently generate profits
and expends approximately $3,000 to $5,000 per month for working capital
and general corporate purposes, including any marketing expenses.  The
Company anticipates its monthly operating costs to increase to $25,000
per month once operations commence, excluding any amounts committed for
purchases.  The Company expects its cash requirements over the next twelve
months ended September 30, 2003, to be approximately $999,520 as follows:

Product commitment costs............................. $   786,000       79%
Other product costs.................................. $    56,520        6%
Operating Expense.....................................$    74,000        7%
Marketing and advertising.............................$    83,000        8%
Total.................................................$   999,520      100%

8
<PAGE>
Currently, the President and majority stockholder has committed to and is
in the process of advancing the Company $45,000 over the next several weeks
which the Company estimates will bring it to a point in its development where
it can introduce the product into the test market. During the three months
ended September 30, 2002, the Company received $27,000 from the President
and majority stockholder. Additionally, the President and majority stock-
holder has committed to advancing funds to the Company over the next twelve
months, as necessary, to ensure that the Company can continue as a going
concern.

The majority of the Company's cash requirements results from the minimum
monthly purchase commitments pursuant to the Oxywell Agreement.
The Company does not have any financing arrangement with Oxywell GmbH and
the unit cost per the Oxywell Agreement is $65.50.  On September 17, 2002,
the President of the Company and Oxywell GmbH agreed to amend the terms
of the agreement as defined in the "Independent Representation Agreement"
dated October 2, 2001.  Specifically, the geographic scope of the
territory and the restrictions imposed thereon are deleted without
substitution.  Additionally, the minimum requirements are newly defined as
follows:  (i) starting with the day that Oxywell can guaranty long-term
delivery viability, a period of three months begins; (ii) starting with the
first day of the following calendar month, TAC will accept delivery of at
least 1,000 oxygen units per month for six months and thereafter 3,000
devices per month; (iii) the rate of increase is deleted without
substitution; (iv) the duration of the contract is extended based on the
above; and (v) the "payment of product" definition by an irrevocable
commercial Letter of Credit is changed to "30 days, 2% discount from the
date of shipment or 60 days net from date of shipment.  Oxywell has
guaranteed long-term viability and February 2003 is the first month TAC
will accept delivery pursuant to the revised agreement as discussed in item
(ii) above.  The contract termination date changes from December 31, 2006
to April 30, 2008, and may be extended for two consecutive two-year periods
with an option to renew by the Company for two consecutive two-year periods.
Thereafter, the agreement is to be renewed annually subject to a right of
termination by either party prior to the beginning of the next succeeding
year.

The Company's ability to meet these cash requirements is dependent upon
the Company's ability to successfully obtain external financing, to market
and develop national marketing channels, and to generate revenues.  The
Company operates in an intensely competitive industry and many of its
competitors have much greater resources.  There can be no assurance that
any of the Company's business activities will result in any operating
revenues or profits.  Investors should be aware that they might lose all
or substantially all of their investment.

9
<PAGE>
Due to the "start up" nature of the Company's business, the Company
expects to incur losses as it expands. The Company expects to raise
additional funds through private or public equity investment in order to
expand the range and scope of its business operations, but there is no
assurance that such additional funds will be available for the Company
to finance its operations on acceptable terms, if at all.  Furthermore,
there is no assurance the net proceeds from any successful financing
arrangement will be sufficient to cover cash requirements during the
initial stages of the Company's operations.

The continued existence of the Company is dependent upon its ability
to meet future financing requirements and the success of future
operations.  These factors raise substantial doubt about the Company's
ability to continue as a going concern.  Management believes that actions
presently taken to revise the Company's operating and financial
requirements provide the opportunity for the Company to continue as a
going concern.  The Company's ability to achieve these objectives cannot
be determined at this time.

NOTE 3.  EARNINGS PER SHARE

Basic earnings or loss per share is based on the weighted average number
of shares outstanding during the period of the financial statements.
Diluted earnings or loss per share are based on the weighted average number
of common shares outstanding and dilutive common stock equivalents.  All
per share and per share information are adjusted retroactively to reflect
stock splits and changes in par value, when applicable.  All earnings or
loss per share amounts in the financial statements are basic earnings or
loss per share.

The computation of basic loss per share is as follows for the three and
six months ended September 30:
<TABLE>
<CAPTION>

                           Three Months    Three Months   Six Months    Six Months
                           Ended           Ended          Ended         Ended
                           September 30,   September 30,  September 30, September 30,
                           2002            2001           2002          2001
<S>                        <C>             <C>            <C>           <C>
Numerator-net loss
available to common
stockholders               $    (3,082)    $     (8,586)  $   (23,970)  $   (11,541)    $(4,397,416)

Denominator-weighted
average number of
common shares
outstanding                  5,771,115        4.106,115     5,771,115     4.106,115       2,395,806

Basic and diluted loss
per common share                     -                -             -             -     $     (1.83)
</TABLE>

10
<PAGE>
NOTE 4.  RELATED PARTIES

On September 1, 2002, Wilhelm Liesner ("Liesner"), President and majority
stockholder of TAC, became President of Oxywell Gmbh ("Oxywell"), a
German company headquartered in Allershausen and Munich.  In October 2001,
Oxywell entered into an agreement with Liesner pursuant to which it
granted Liesner exclusive rights to market the Oxywell System in the
United States, Puerto Rico and Canada and an option to market and sell the
System in Mexico.  In November 2001, TAC entered into a licensing agreement
with its majority shareholder, Wilhelm Liesner, pursuant to which it
acquired the exclusive rights to market and sell the Oxywell water-
oxygenating system in North America (the "Oxywell System" or "System"). The
System was originally developed by Oxywell GmbH, which began marketing the
System in the European Economic Community in July, 2001.  The license
agreement between Mr. Liesner and the Company is virtually co-extensive
with the Oxywell Agreement.

11
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS.  When used in this discussion,
the words "believes", "anticipates", "expects", and similar expressions are
intended to identify forward-looking statements. Such statements are subject
to certain risks and uncertainties, which could cause actual results to
differ materially from those projected. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of
the date hereof. Technology Acquisition Corporation (TAC) undertakes no
obligation to republish revised forward-looking statements to reflect events
or circumstances after the date hereof or to reflect the occurrence of
unanticipated events. Readers are also urged to carefully review and consider
the various disclosures made by TAC which attempt to advise interested
parties of the factors which affect the Company's business, in this report,
as well as the TAC's periodic reports on Forms 10-KSB, 10-KSB, as amended,
10-QSB and 8-K filed with the Securities and Exchange Commission.

RISK FACTORS.  Factors that might cause actual results, performance or
achievements to differ materially from those projected or implied in such
forward-looking statements include, among other things: (i) the impact of
competitive products; (ii) changes in law and regulations; (iii) adequacy
and availability of insurance coverage; (iv) limitations on future financing;
(v) increases in the cost of borrowings and unavailability of debt or
equity capital; (vi) the effect of adverse publicity regarding our product
or similar products; (vii) the inability of the Company to gain and/or hold
market share; (viii) exposure to and expense of resolving and defending
product liability claims and other litigation; (ix) consumer acceptance of
the Company's products; (x) managing and maintaining growth; (xi) customer
demands; (xii) market and industry conditions including pricing, demand
for products, levels of trade inventories and raw materials availability,
(xiii) the success of product development and new product introductions
into the marketplace; (xiv) slow or negative growth in the industry;
(xv) the departure of key members of management; (xvi) the ability of
the Company to efficiently manufacture its products; as well as other
risks and uncertainties that are described from time to time in the
Company's filings with the Securities and Exchange Commission.

Plan of Operations

To date, we have not received any revenues and have incurred ongoing
operating losses since inception due to costs related to business
development, legal and accounting fees, consulting fees and other costs
associated with establishing a business. We have no internal sources of
liquidity and we do not currently generate any internal cash flow to
fund working capital needs. These factors raise substantial doubt about
our ability to continue as a going concern. We are currently conducting
limited operations and our operating expenses have been minimized until
we are able to raise external funds or generate internal cash flows.
The Company's current cash needs are funded by its President and
majority shareholder, Wilhelm Liesner.

12
<PAGE>
The company is planning to introduce the product in five stages. The
first stage will be a "test market" in a single metro location,
San Diego, to confirm the consumer acceptance our consumer research and
market investigations have led us to expect. We anticipate this first
stage will last three to six months and will cost approximately $65,000.
The second stage will be a "rehearsal market" in the Southern California
region to ensure all our Distribution Logistics and Ordering Systems are
as fault-free as they can be made. The third, fourth and fifth stages will
complete national distribution with the third stage likely to include the
remainder of the Pacific Region and the Southwest Region, the fourth stage
- the Northeast Region, and the fifth and final stage - the remainder of
the U.S.A. The Company is in the final stages of completing its marketing
and financing plans. Current objective is to introduce to the test market
in the first quarter of calendar 2003.

Financing of the first stage is anticipated to come from shareholder loans
and investors' funds. Financing of the second stage is anticipated to come
from a blend of investors' funds and profits from sales. Financing of
stages three, four and five is anticipated to come from profits from sales.
Specific timing of each succeeding stage is thus totally dependent upon the
rate of sales success. The company currently anticipates complete national
availability will be achieved within two years from the start of marketing.

Consumers will be made aware of the product's benefits and informed about
how to order it by a combination of paid and unpaid media. Specific details
and timings of the company's communications' program will ultimately depend
upon budget availability. The company's basic starter website will educate
consumers as well as serve as one of the ordering locations. The website
will be expanded and linked to other sites and search engines as funds
permit. As market interest develops, printed brochures will be used to
educate consumers and will contain an order form, which will be distributed
opportunistically to health and fitness establishments, media people, at
health and fitness trade shows and any other venues that represent an
interest.  Powerpoint presentations will be created to educate PR
professionals, media people and prominent health and fitness authorities.
Interviews with the lifestyle and health and fitness writers with local
newspapers and magazines, then writers with regional, then national
magazines, will be arranged in order to secure articles for the product.
Ads in local newspapers and magazines, then regional, then national
magazines will be placed as the stages of introduction progress. Local
television commercials/infomercials will be created and aired as markets
develop. Targeted national e-mail campaigns will be considered.

We do not expect any significant purchases or sales of plant and
significant equipment. We do not expect significant changes in the number
of our employees or in our business operations; provided, however, that
if we are unable to successfully market the Oxywell System we may be
required to change our business or cease operations altogether.

13
<PAGE>
Liquidity and Capital Resources

The Company's future funding requirements will depend on numerous
factors, some of which are beyond the Company's control. These factors
include the Company's ability to operate profitably, its ability to
recruit and train management and personnel, and its ability to compete
with other, better-capitalized and more established competitors who
offer alternative or perhaps similar products to those of the Company.
Management believes that the Company can satisfy its cash requirements
over the next twelve months by advances from its President and majority
shareholder and/or through debt or equity offerings and private
placements.

We anticipate we will begin marketing the product in approximately three
to six months after completing an initial market assessment to gauge
interest in the product. We do not presently generate profits and we
expend approximately $3,000 to $5,000 per month for working capital and
general corporate purposes, including any marketing expenses. We anticipate
our monthly operating costs to increase to $25,000 per month once operations
commence, excluding any amounts committed for purchases. We expect our cash
requirements over the next twelve months ending September 30, 2003 to be
approximately $999,520 as follows:

Product commitment costs............................. $   786,000       79%
Other product costs.................................. $    56,520        6%
Operating Expense.....................................$    74,000        7%
Marketing and advertising.............................$    83,000        8%
Total.................................................$   999,520      100%

Currently, the President and majority stockholder has committed to and is
in the process of advancing the Company $45,000 over the next several
weeks which the Company estimates will bring it to a point in its
development where it can introduce the product into the test market.
During the six months ended September 30, 2002, the Company received
$27,000 from the President and majority stockholder, which have been
classified as loans on the balance sheet as of September 30, 2002.
Additionally, the President and majority stockholder has committed to
advancing funds to the Company over the next twelve months, as necessary,
to ensure that the Company can continue as a going concern.

The majority of the Company's cash requirements results from the minimum
monthly purchase commitments pursuant to the Oxywell Agreement. The
Company does not have any financing arrangement with Oxywell GmbH and the
unit cost per the Oxywell Agreement is $65.50. On September 17, 2002, the
President of the Company and Oxywell GmbH agreed to amend the terms of
the agreement as defined in the "Independent Representation Agreement"
dated October 2, 2001.  Specifically, the geographic scope of the
territory and the restrictions imposed thereon are deleted without
substitution.  Additionally, the minimum requirements are newly defined

14
<PAGE>
as follows:  (i) starting with the day that Oxywell can guaranty long-
term delivery viability, a period of three months begins; (ii) starting with
the first day of the following calendar month, TAC will accept delivery of
at least 1,000 oxygen units per month for six months and thereafter 3,000
devices per month; (iii) the rate of increase is deleted without
substitution; (iv) the duration of the contract is extended based on the
above; and (v) the "payment of product" definition by an irrevocable
commercial Letter of Credit is changed to "30 days, 2% discount from the
date of shipment or 60 days net from date of shipment.  Oxywell has
guaranteed long-term viability and February 2003 is the first month TAC
will accept delivery pursuant to the revised agreement as discussed in item
(ii) above.  The contract termination date changes from December 31, 2006
to April 30, 2008, and may be extended for two consecutive two-year
periods with an option to renew by the Company for two consecutive two-year
periods.  Thereafter, the agreement is to be renewed annually subject to a
right of termination by either party prior to the beginning of the next
succeeding year.

The Company's ability to meet these cash requirements is dependent upon the
Company's ability to successfully obtain external financing, to market and
develop national marketing channels, and to generate revenues.  The Company
operates in an intensely competitive industry and many of its competitors have
much greater resources.  There can be no assurance that any of the Company's
business activities will result in any operating revenues or profits.
Investors should be aware that they might lose all or substantially all
of their investment.

Due to the "start up" nature of the Company's business, the Company expects
to incur losses as it expands. The Company expects to raise additional
funds through private or public equity investment in order to expand the
range and scope of its business operations, but there is no assurance that
such additional funds will be available for the Company to finance its
operations on acceptable terms, if at all. Furthermore, there is no
assurance the net proceeds from any successful financing arrangement will
be sufficient to cover cash requirements during the initial stages of
the Company's operations.

The continued existence of the Company is dependent upon its ability to
meet future financing requirements and the success of future operations.
These factors raise substantial doubt about the Company's ability to continue
as a going concern. Management believes that actions presently taken to
revise the Company's operating and financial requirements provide the
opportunity for the Company to continue as a going concern. The
Company's ability to achieve these objectives cannot be determined at
this time.

15
<PAGE>
Contractual Obligations

The exclusive license to market and sell the Oxywell System in North
America is subject to the Company maintaining minimum purchases of the
product of 1,000 units monthly for the period from February 2003 through
August 2003; 3,000 units monthly through April 2008. Future minimum purchase
commitments over the next five years for the twelve months ended September
30, 2003 are as follows: (2003:$786,000; 2004 - 2007:$2,358,000 per year;
2008:$1,375,500).

In the event that the Company does not obtain the minimum purchase levels,
the principle shareholder has the right to reduce the geographic scope
of the territory or add other distributors to the territory at which time
the minimum purchase levels would be decreased proportionately. Notwith-
standing these provisions, the Company has the right to retain both the
geographic scope and exclusivity, if the Company purchases the minimum
number of units required by the agreement

16
<PAGE>
ITEM 3. CONTROLS AND PROCEDURES

The President, who is also the chief executive officer and the chief
financial officer of the Registrant, has concluded based on his evaluation
as of a date within 90 days prior to the date of the filing of this Report,
that the Registrant's disclosure controls and procedures are effective to
ensure that information required to be disclosed by the Registrant in the
reports filed or submitted by it under the Securities Act of 1934, as amended,
is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms, and
include controls and procedures designed to ensure that information
required to be disclosed by the Registrant in such reports is accumulated
and communicated to the Registrant's management, including the president,
as appropriate to allow timely decisions regarding required disclosure.

There were no significant changes in the Company's internal controls
or in other factors that could significantly affect these controls
subsequent to the date of such evaluation.

17
<PAGE>
PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES

None

ITEM 3. DEFAULT 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.  See Index to Exhibits.
(b)  Reports on Form 8-K.  None.

18
<PAGE>
                                   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 ACQUISITION CORPORATION

                                      /s/  Wilhelm Liesner
                                      Wilhelm Liesner, President and Director


19
<PAGE>
CERTIFICATION
I, Wilhelm Liesner, certify that:

1. I have reviewed this quarterly report on Form 10QSB of Technology
   Acquisition Corporation;

2. Based on my knowledge, this quarterly report does not contain any
   untrue statement of a material fact or omit to state a material fact
   necessary to make the statements made, in light of the circumstances
   under which such statements were made, not misleading with respect to
   the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
   information included in this quarterly report, fairly present in all
   material respects the financial condition, results of operations and
   cash flows of the registrant as of, and for, the periods presented in
   this quarterly report;

4. The registrant's other certifying officers and I are responsible for
   establishing and maintaining disclosure controls and procedures (as
   defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
   and have:
   a) designed such disclosure controls and procedures to ensure that
      material information relating to the registrant, including its
      consolidated subsidiaries, is made known to us by others within those
      entities, particularly during the period in which this quarterly report
      is being prepared;
   b) evaluated the effectiveness of the registrant's disclosure controls
      and procedures as of a date within 90 days prior to the filing date of
      this quarterly report (the "Evaluation Date"); and
   c) presented in this quarterly report our conclusions about the
      effectiveness of the disclosure controls and procedures based on
      our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
   on our most recent evaluation, to the registrant's auditors and the
   audit committee of registrant's board of directors (or persons performing
   the equivalent functions):
   a) all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to
      record, process, summarize and report financial data and have
      identified for the registrant's auditors any material weaknesses in
      internal controls; and

20
<PAGE>
   b) any fraud, whether or not material, that involves management or
      other employees who have a significant role in the registrant's
      internal controls; and
6. The registrant's other certifying officers and I have indicated in
   this annual report whether there were significant changes in internal
   controls or in other factors that could significantly affect internal
   controls subsequent to the date of our most recent evaluation, including
   any corrective actions with regard to significant deficiencies and
   material weaknesses.

Date: November 8, 2002

/s/ Wilhelm Liesner

Chief Executive Officer and Chief Financial Officer





21
<PAGE>
INDEX TO EXHIBITS

EXHIBIT     PAGE
NO.         NO.   DESCRIPTION

3.1         (a)   Articles of incorporation
3.2         (a)   Certificates of Amendment to Certificate of Incorporation
                  of Registrant
3.3         (a)   Certificates of Amendment to Certificate of Incorporation
                  of Registrant
3.4         (a)   Articles of Incorporation of Registrant
3.5         (a)   Articles of Merger of Registrant
3.6         (a)   Certificate of Amendment to Certificate of Incorporation
                  of Registrant
3.7         (a)   Bylaws of Registrant
3.8         (a)   Amended Bylaws of Registrant
10.1        (a)   License Agreement between Registrant and Wilhelm Liesner
10.2        (a)   License Agreement between Wilhelm Liesner and
                  Oxywell GmbH
10.3        (b)	Agreement of Amendment between Wilhelm Liesner and
                  Oxywell GmbH
10.4        18    Agreement of Amendment between Wilhelm Liesner and
                  Oxywell GmbH

----------------------------------------------------------------------------
(a)  Incorporated by reference from the 10-SB filed with the Securities
     Exchange Commission on February 20, 2002
(b)  Incorporated by reference from the 10-SB/A filed with the Securities
     Exchange Commission on July 9, 2002

22
<PAGE>
Exhibit 10.4

Willy H. Liesner


Oxywell GmbH & Co.
Sauerstofftechnik KG
Dominikus-Kaeser-Str. 11
85391 Allershausen

                                                   September 17, 2002

Independent Representation Agreement

Dear Ladies and Gentlemen,

I am herewith referring to the "Independent Representation Agreement" dated
October 2, 2001, as well as the various correspondences, especially the
letters dated April 17, 2002, as well as our various conversations.

Considering the developments within Oxywell, an adequate and orderly
delivery of the apparatus and cartridges to TAC is at this time not
guaranteed for the long term.  The start-up costs in the USA and Canada
are substantial; therefore it would be fatal if the supply should not be
available past the introductory phase.  Therefore,the following
changes were agreed upon:

1.  item 2, paragraph 2, 3 and 4 are deleted without substitution.
2.  the minimum requirements detailed in item 5, are newly defined as follows:

Starting with the day, that Oxywell can guaranty long-term delivery viability,
a period of three months begins.  Starting with the first day of the
following calendar month, TAC will accept delivery of at least 1,000 oxygen
apparatus per month for six months and thereafter3,000 devices per month.
The rate of increase as defined in the Independent Representation Agreement
is deleted without substitution.  The parties agree that it is in the best
interest of TAC to achieve as high a rate of increase as possible.

3.  The defined duration of the contract item 11 is extended based on the above.
4.  The " payment of product " definition set forth in item 12, sub-
    paragraph 4, by an irrevocable commercial Letter of Credit is changed
    to "30 days, 2% discount from date of shipment or 60 days net from date
    of shipment."

Please confirm with your legally binding signature your acceptance of the
above changes, which we had already discussed orally.

Sincerely,
/s/ W. H. Liesner
........................

Agree with the above:

/s/ Oxywell GmbH & Co. Sauerstoff KG
........................



23