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 June 30, 2004.

|_|   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 registrant as specified in its charter)

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

                        10600 N. De Anza Blvd., Suite 250
                           Cupertino, California 95014
        -----------------------------------------------------------------
               (address of principal executive offices) (Zip Code)

                    Issuer's telephone number: (408) 873-0400

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, $0.01 par value
(the only class of voting stock), as of August 16, 2004 was 5,050,000.


                                       1
<PAGE>

                                TABLE OF CONTENTS

INDEX

PART I FINANCIAL INFORMATION

Item 1.  Financial Statements................................................  3

Interim Balance Sheet........................................................  3

Interim Statements of Operations.............................................  4

Interim Statements of Cash Flows.............................................  5

Notes to Interim Financial Statements........................................  6

Item 2.  Management's Discussion and Analysis or Plan of Operations.......... 12

Item 3.  Control and Procedures.............................................. 16

PART II   OTHER INFORMATION

Item 1. Legal Proceedings.................................................... 17

Item 2. Changes in Securities................................................ 17

Item 3. Defaults Upon Senior Securities...................................... 17

Item 4. Submission of Matters to a Vote of Security Holders.................. 17

Item 5. Other Information.................................................... 17

Item 6. Exhibits and Reports on Form 8-K..................................... 17

Signatures


                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

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
                                  June 30, 2004
ASSETS
Current Assets
   Cash                                                             $     1,704
                                                                    -----------
Total Current Assets                                                      1,704

Fixed assets, net                                                           982
                                                                    -----------

Total Assets                                                        $     2,686
                                                                    ===========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
   Accounts payable and accrued liabilities                         $     3,860
   Loans from shareholders                                                4,000
                                                                    -----------
Total Current Liabilities                                                 7,860

Stockholders' Equity
   Preferred stock: $0.25 Par Value; Authorized Shares,
      5,000,000, Issued and Outstanding, None                                --
   Common stock: $0.01 Par Value; Authorized Shares,
      100,000,000; Issued and Outstanding, 5,050,000                     50,500
   Additional paid-in capital                                         4,652,324
   Deficit accumulated during the development stage                  (4,707,998)
                                                                    -----------
Total stockholders' deficiency                                           (5,174)
                                                                    -----------

Total Liabilities and Stockholders' Deficiency                      $     2,686
                                                                    ===========

                  See condensed notes to financial statements.


                                       3
<PAGE>

                       TECHNOLOGY ACQUISITION CORPORATION
                          (A Development Stage Company)
                   Interim Unaudited Statements of Operations

<TABLE>
<CAPTION>
                                                         Three Months  Three Months
                                                            Ended         Ended         Cumulative
                                                           June 30,      June 30,         From
                                                             2004         2003          Inception
                                                         -----------------------------------------
<S>                                                      <C>            <C>            <C>
Revenues                                                 $        --    $        --    $        --

Operating Expenses
   General and administrative expenses                        57,327         13,894      1,155,328
                                                         -----------------------------------------

Operating Loss                                               (57,327)       (13,894)    (1,155,328)

Other Expenses
   Other income - product demo                                    --             --         21,935
      sales
   Management fees - related party                                --             --         34,524
   Gain on conversion of liabilites                           12,065             --         12,065
   Realized losses on permanent declines in marketable
      equity securities                                           --             --     (1,574,100)
   Interest expense                                               --             --       (359,826)
                                                         -----------------------------------------
Total Other Expenses                                              --             --     (1,865,402)
                                                         -----------------------------------------

Net Loss Before Discontinued Operations                      (45,262)       (13,894)    (3,020,730)

Provision for Income Taxes                                        --             --             --

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

Net Loss Available to Common Stockholders                $   (45,262)   $   (13,894)   $(4,707,998)
                                                         =========================================

Basic and diluted loss per share of common stock:
   Net loss before discontinued operations               $     (0.01)   $     (0.03)   $     (9.47)
   Discontinued operations                                        --             --          (5.29)
                                                         -----------------------------------------
   Net loss per common share                             $     (0.01)   $     (0.03)   $    (14.76)
                                                         =========================================
</TABLE>

                  See condensed notes to financial statements.


                                       4
<PAGE>

                       TECHNOLOGY ACQUISITION CORPORATION
                          (A Development Stage Company)
                   Interim Unaudited Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                               Three Months     Three Months
                                                                                  Ended            Ended         Cumulative
                                                                                 June 30,         June 30,          From
                                                                                   2004             2003          Inception
                                                                               ---------------------------------------------
<S>                                                                            <C>              <C>              <C>
Cash flows from operating activities
Net loss                                                                       $   (45,262)     $   (13,894)     $(4,707,998)
                                                                               ---------------------------------------------
Adjustments to reconcile net loss to net cash used in operating activities
     Depreciation                                                                       74               74              492
     Common stock issued for services                                               38,800               --          398,300
     Common stock issued for licensing agreement                                        --               --           10,000
     Debt converted to additional paid-in capital                                       --               --          117,375
     Transfer of asset for past services rendered and satisfaction of
         shareholder loans outstanding                                                  --               --           75,900
     Notes payable incurred for services rendered                                       --               --          220,000
     Realized losses on marketable securities                                           --               --        1,574,100
     Write off stock subscription receivable                                            --               --           50,000
Changes in Assets and Liabilities
    Increase (decrease) in accounts payable and accrued liabilities                (31,050)           1,565            3,860
    Increase (decrease) in accrued expenses and consulting fees  (related               --           10,649               --
      party)
Net noncash activities related to discontinued operations                               --               --          831,653
                                                                               ---------------------------------------------
Net cash used in operating activities                                              (37,438)          (1,606)      (1,426,318)

Cash flows from investing activities
   Capital expenditures                                                                 --               --           (1,474)
                                                                               ---------------------------------------------
Net cash flows used in investing activities                                             --               --           (1,474)

Cash flows from financing activities
   Proceeds from the sale of common stock                                            7,800               --          210,026
   Loans from shareholders                                                          27,500              500          140,305
   Repayments to shareholders                                                           --               --          (61,305)
   Capital contributions                                                             3,650               --           86,052
   Proceeds on notes payable                                                            --               --        1,054,408
                                                                               ---------------------------------------------
Net cash provided by financing activities                                           38,950              500        1,429,496
                                                                               ---------------------------------------------

Increase (decrease) in cash and cash equivalents                                     1,512           (1,106)           1,704

Cash and cash equivalents, beginning of period                                         192            1,165               --
                                                                               ---------------------------------------------

Cash and cash equivalents, end of period                                       $     1,704      $        59      $     1,704
                                                                               =============================================

Cash paid for interest and income taxes:                                                --               --               --
</TABLE>


                  See condensed notes to financial statements.


                                       5
<PAGE>

                       TECHNOLOGY ACQUISITION CORPORATION
                          (A Development Stage Company)
                   Interim Unaudited Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                      Three Months     Three Months
                                                                          Ended           Ended
                                                                        March 31,       March 31,   Cumulative From
                                                                          2004             2003        Inception
                                                                      ---------------------------------------------
<S>                                                                     <C>                    <C>    <C>
Supplemental noncash investing and financing activities:
   Common stock issued for services rendered                            $   38,800             --     $  398,300
                                                                        ==========                    ==========
   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 ($61,305)
    and for past services rendered ($14,595)                                    --             --     $   75,900
                                                                                                      ==========
   Realized losses on marketable securities                                                           $1,574,100
                                                                                                      ==========
   Notes payable incurred for services rendered                                 --             --     $  220,000
                                                                                                      ==========
   Conversion of debt to equity                                         $   75,000             --     $1,335,377
                                                                        ==========                    ==========
   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
                                  JUNE 30, 2004

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 June 30, 2004, and the
results of operations and cash flows for the three months ended June 30, 2004
and 2003. 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 2004 Annual Report on Form 10-KSB as filed with
the Securities and Exchange Commission.

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 2004 Annual Report on
Form 10-KSB as filed with the Securities and Exchange Commission.

Certain accounts from prior periods have been reclassified to conform to the
current period's presentation. These changes had no effect on previously
reported results of operations or total stockholders' equity.

2.    CHANGE IN CONTROL

On May 20 and 21, 2004, the Company effected a change in control. On May 20,
2004, the Company's former officers and directors resigned in all capacities as
officers of the Corporation and the Board of Directors appointed John Kinney and
Steve Obana as directors. On May 21, 2004, the Board elected John Kinney as
Chairman of the Board, Chief Executive Officer, and President of the Corporation
and elected Steve Obana as Chief Financial Officer, Treasurer and Secretary of
the Corporation.

Pursuant to a Securities Purchase Agreement dated May 20, 2004, certain
individuals (the "sellers") collectively sold 1,500,000 shares of their common
stock in a private sale to the buyers (identified in that certain Securities
Purchase Agreement). Under the terms of the Assignment and Assumption Agreement
dated May 20, 2004 attached as Exhibit A to the Securities Purchase Agreement, a
promissory note in the original principal amount of $75,000 was executed by the
Company in favor of Wilhelm Liesner, former President of the Company, and was
assigned to International Capital Advisory, Inc., Eric McAfee and Laird Cagan
("the assignees"). The buyers and the assignees paid $10,000 in cash to the
Sellers.

On May 21, 2004, the Board of Directors of the Corporation (the "Board"), acting
pursuant to Nevada law and the articles of incorporation and bylaws of the
Corporation, gave unanimous written consent (the "Consent"), without a meeting,
to the issuance of 100,000 shares of Common Stock to the Tobin Family Trust in
consideration of $4,000, 37,500 shares of Common Stock to Eric McAfee in
consideration of $1,500, 37,500 shares of Common Stock to Laird Cagan in
consideration of $1,500, 10,000 shares of Common Stock to John Pimentel in
consideration of $400, and 10,000 shares of Common Stock Thomas Caleel in
consideration of $400. Under the Consent, the Board authorized the conversion
and retirement of the Note in exchange for the issuance of 745,000 shares of
Common Stock to the Tobin Family Trust, 565,000 shares of Common Stock to Eric
McAfee, and 565,000 shares of Common Stock to Laird Cagan, and issued (x)
400,000 shares of Common Stock to Liviakis Financial Communications, Inc.
("LFCI"), (y) 250,000 shares of Common Stock to Cagan McAfee Capital Partners,
LLC ("CMCP"), and (z) 250,000 shares of Common Stock to International Capital
Advisory, Inc. ("ICA"), in consideration for services rendered under advisory
agreements.

Set forth below is graphic description of the percentage of voting securities of
the registrant now beneficially owned directly or indirectly by the person(s)
who acquired control.


                                       7
<PAGE>

                   VOTING SECURITIES OWNED BY CONTROL PERSONS

Name                                     Common Shares             Percentage
----                                     -------------             ----------

Tobin Family Trust                          845,000                    17%
Laird Q. Cagan                              844,375                    17%
Eric McAfee                                 844,375                    17%
LFCI                                        400,000                     8%
John Liviakis                               400,000                     8%
ICA                                         700,000                    14%
CMCP                                        250,000                     5%

Laird Cagan and Eric McAfee each own 50 percent of CMCP, and John Liviakis owns
LFCI. The percentage of shares beneficially owned by directors and nominees,
individually or as a group, does not exceed one percent of any class of stock of
the Corporation.

3. 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 of America, 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
insignificant revenues. Management plans to conduct limited operations to
minimize operating expenses until external funds can be raised or a successful
merger has been completed.

To date, the Company has not been profitable and it faces all the risks common
to companies in their early stages of development, including undercapitalization
and uncertainty of funding sources, high initial expenditure levels and
uncertain revenue streams, an unproven business model, and difficulties in
managing growth. The Company's recurring losses raise substantial doubt about
its ability to continue as a going concern. The financial statements do not
reflect any adjustments that might result from the outcome of this uncertainty.

Management believes that it will continue to incur losses for at least the next
twelve months, and will require additional funds through loans from
shareholders, debt or equity financing to insure that there is sufficient
capitalization of the Company during 2005. The satisfaction of cash requirements
hereafter will depend in large part on the Company's ability to successfully
raise capital from external sources to fund growth for the foreseeable future.
The Company expects to aggressively pursue additional sources of funds, the form
of which will vary depending on the prevailing market and other conditions, and
may include a sale transaction or the issuance of debt or equity securities.
However, 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 as the
Company attempts to complete a merger acquisition.

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.


                                       8
<PAGE>

4. 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 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 and diluted loss per share is as follows for the
periods indicated:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
                                                                                                               Cumulative
                                                                                 3 m/e           3 m/e            From
                                                                                6/30/04         6/30/03         Inception
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>             <C>           <C>
Numerator-net loss available to common stockholders                              $ (45,262)      $ (13,894)    $(4,707,998)

Denominator-weighted average number of common shares outstanding                 3,366,703         488,554         318,906

Basic and diluted loss per common share                                          $   (0.01)      $   (0.03)    $    (14.76)
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

5. STOCKHOLDERS' EQUITY

Common stock issued:

      (1) Conversion of Debt

      On May 21, 2004, the Board of Directors of the Company approved the
      conversion of a $75,000 note pursuant to an Assignment and Assumption
      Agreement dated May 20, 2004, and issued 1,875,000 shares of common stock
      valued at $0.04 per share in full satisfaction thereof.

      (2) Private Offering for Cash

      On May 21, 2004, the Board of Directors of the Company approved a private
      offering of 195,000 shares of common stock at $0.04 per shares in
      consideration of $7,800. The purpose of the offering was to raise
      additional capital for satisfying the Company's continuing operating
      expenses, such as legal and accounting fees.

      (3) Services Rendered

      Consulting and advisory agreements - On May 21, 2004, the Board of
      Directors of the Company approved the issuance of 900,000 shares of common
      stock in consideration for services rendered under certain consulting and
      advisory agreements as follows: (a) 400,000 shares to Liviakis Financial
      Communications, Inc., (b) 250,000 shares to Cagan McAfee Capital Partners,
      LLC, and (c) 250,000 shares to International Capital Advisory, Inc. The
      services have been valued at $0.04 per share.

      Compensatory services rendered - On May 24, 2004, the Board of Directors
      of the Company approved the issuance of 70,000 shares of common stock to
      compensate certain of its directors (20,000) and advisors (50,000), who
      are unrelated parties, for services rendered during the first quarter of
      2005. The services were valued at $0.04 per share.

Authorized Capital:

On May 21, 2004, the Company's Board of Directors authorized an increase in the
Company's common stock to 100,000,000 shares and authorized the officers to file
an amendment to the Company's Articles of Incorporation with the State of Nevada
to effectuate the change.


                                       9
<PAGE>

Stock Options:

On May 20, 2004, the Company's former officers and directors resigned in all
capacities as officers of the Corporation. As such, all stock options were
canceled on that date. The Company does not have any stock options outstanding
as a result.

6. RELATED PARTY TRANSACTIONS

From time to time, certain shareholders of the Company advance funds to pay
expenses incurred on behalf of the Company. Shareholder loans outstanding as of
June 30, 2004 were $4,000. These loans are unsecured, non-interest bearing and
due on demand. During the quarter ended June 30, 2004, shareholder advances
totaled $27,500 and captial contributions from shareholders totaled $3,650.

Pursuant to an Assignment and Assumption Agreement dated May 20, 2004, between
the Company's former President and certain parties, the Company's former
President assigned all of the rights and obligations of a Promissory Note in the
principal amount of $75,000 to those certain parties, who later converted the
principal assumed into 1,875,000 shares of the Company's common stock at $0.04
per share. As a result of the debt purchaesd by those certain parties, a gain of
$12,065 resulted from the cancellation of the remaining agreed upon debt.

7. COMMITMENTS AND CONTINGENCIES

On May 21, 2004, the Board of Directors authorized the engagement of a merchant
bank and merger and acquisition advisory firm to assist the Corporation in
structuring and negotiating a potential merger and acquisition transaction. The
Board of Directors authorized and directed the President and the Secretary to
execute and deliver an Advisory Agreement to engage the services of Cagan McAfee
Capital Partners, LLC and International Capital Advisory, Inc. The agreement
terminates on May 30, 2005 and consideration is 250,000 shares of common stock
to each entity valued at $0.04 per share. The Board also authorized the
engagement of Liviakis Financial Communications, Inc. to serve as the public
relations firm for the Company. The term of the agreement is effective and
ending 12 months after the date upon which the Company has completed its merger
with an operating company and consideration is 400,000 shares of common stock
valued at $0.04 per share.

See note 8 for proposed merger transaction.

8. SUBSEQUENT EVENTS

On July 16, 2004, the Company announced that it had entered into an Agreement
and Plan of Reorganization (the "Reorganization Agreement") among Minrad, Inc.,
a Delaware corporation ("Minrad"), and Technology Acquisition Subsidiary, Inc.,
a Delaware corporation and a wholly-owned direct subsidiary of TAC ("Merger
Sub"), formed solely for the purpose of the merger transaction, having no assets
or liabilities, contracts or obligations of any kind whatsoever.

Pursuant to the Reorganization Agreement and subject to the terms and conditions
set forth therein, Minrad's shares will be exchanged for TAC's shares, and TAC
will then be merged with and into Merger Sub, with Merger Sub being the
surviving corporation of such merger (the "Merger"). Under the transaction, TAC
will issue approximately 22.9 million shares in exchange for all the outstanding
Minrad common stock. After completion of the transaction, total outstanding TAC
shares will be approximately 27.9 million shares. Assuming the exercise of
outstanding options, warrants, and other convertible securities after the
transaction, TAC would have a fully diluted capitalization of approximately 34.2
million shares. If the transaction is completed, the directors and the managers
of Minrad would become the directors and management of TAC, and TAC will
re-incorporate in Delaware under the Minrad name.


                                       10
<PAGE>

Minrad is a privately-held, acute care medical device and pharmaceutical
company. Its medical device products incorporate patented real time
image-guidance technologies. Its present pharmaceutical products are generic,
inhalation anesthetics that are primarily used for surgical interventions with a
patentable drug/drug delivery system

The completion of the transaction is subject to approval by the shareholders of
each corporation, fulfillment of certain closing conditions, and completion of
government filings.


                                       11
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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 business, in this report, as
well as the TAC's periodic reports on Forms 10-KSB, 10-QSB and 8-K filed with
the Securities and Exchange Commission.

PLAN OF OPERATION

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles in the United States of America, 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. We have
been a development stage company and have incurred net operating losses since
inception (June 21, 1972). To date, we have not been profitable and we face all
the risks common to companies in their early stages of development, including
undercapitalization and uncertainty of funding sources, high initial expenditure
levels and uncertain revenue streams, an unproven business model, and
difficulties in managing growth. The Company's recurring losses raise
substantial doubt about our ability to continue as a going concern. The
financial statements do not reflect any adjustments that might result from the
outcome of this uncertainty.

Our plan of operation for the coming year is to complete a favorable merger
acquisition. We plan to conduct limited operations to minimize operating
expenses until external funds can be raised or a merger is completed. We believe
we will continue to incur losses for at least the next twelve months and will
require additional funds through a combination of loans from shareholders and
debt or equity financing to insure that there is sufficient capitalization. The
Company's minimal costs involve the maintenance of corporate franchise and
filing reports and reporting obligations under the Securities Exchange Act of
1934. These expenses primarily involve accounting fees, auditing fees, filing
fees, legal and professional fees, which have been, and continue to be, advanced
by loans from shareholders.

The Company's ability to continue as a going concern is subject to the ability
of the Company to realize a profitable business and /or obtain funding from
outside sources. Management's plan to address the Company's ability to continue
as a going concern includes: (1) obtaining funding from private placement
sources; (2) obtaining additional funding from the sale of the Company's
securities; (3) establishing net revenues from a suitable business opportunity;
(4) obtaining loans and grants from various financial institutions where
possible. However, 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 as the
Company expands its business operations.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2004, the Company had no significant assets. Management believes
that it can satisfy its cash requirements for the next twelve months from loans
from shareholders, debt or private equity offerings, and private placements.
However, there can be no assurances to that effect, as the Company has no
revenues and the Company's need for capital may change dramatically if it
acquires an interest in a business opportunity during that period.


                                       12
<PAGE>

Our future funding requirements will depend on numerous factors, some of which
are beyond our control. These factors include our ability to operate profitably,
our ability to recruit and train management and personnel, and our ability to
compete with other, better-capitalized and more established companies that 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.

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. If we are unable to successfully consummate a
suitable merger target, we may be required to cease operations altogether

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis or plan of operation is based upon our financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of these financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. On an ongoing basis, we evaluate our
estimates, including those related to contingencies. We base our estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

An accounting policy is deemed to be critical if it requires an accounting
estimate to be made based on assumptions about matters that are highly uncertain
at the time the estimate is made, and if different estimates that reasonably
could have been used or changes in the accounting estimate that are reasonably
likely to occur could materially change the financial statements. We do not
believe we currently have any critical accounting policies requiring further
discussion.

RELATED PARTY TRANSACTIONS

From time to time, certain shareholders of the Company advance funds to pay
expenses incurred on behalf of the Company. Shareholder loans outstanding as of
June 30, 2004 were $4,000. These loans are unsecured, non-interest bearing and
due on demand. During the quarter ended June 30, 2004, shareholder advances
totaled $27,500 and captial contributions from shareholders totaled $3,650.

Pursuant to an Assignment and Assumption Agreement dated May 20, 2004, between
the Company's former President and certain parties, the Company's former
President assigned all of the rights and obligations of a Promissory Note in the
principal amount of $75,000 to those certain parties, who later converted the
principal assumed into 1,875,000 shares of the Company's common stock at $0.04
per share. As a result of the debt purchaesd by those certain parties, a gain of
$12,065 resulted from the cancellation of the remaining agreed upon debt.

RISK FACTORS

In addition to other information in this Form 10-QSB, the following risk factors
should be carefully considered in evaluating our business since the Company
operates in a highly changing and complex business environment that involves
numerous risks, some of which are beyond our control. The following discussion
highlights a few of these risk factors, any one of which may have a significant
adverse impact on our business, operating results and financial condition. As a
result of the risk factors set forth below and elsewhere in this 10-QSB, and the
risks discussed in our other Securities and Exchange Commission filings, actual
results could differ materially from those projected in any forward-looking
statements.


                                       13
<PAGE>

Auditor's opinion expresses doubt about the Company's ability to continue as a
"going concern"

The independent auditor's report issued in connection with the audited financial
statements of the Company for the period ended March 31, 2004, expresses
"substantial doubt about its ability to continue as a going concern," due to the
Company's status as a development stage company and its lack of significant
operations. If the Company is unable to develop its operations, the Company may
have to cease to exist, which would be detrimental to the value of the Company's
common stock. The Company can make no assurances that its business operations
will develop and provide the Company with significant cash to continue
operations. We have only recently commenced business operations and we face a
high risk of business failure. There can be no assurance that we will achieve
profitable business operations. As of June 30, 2004, there is still substantial
doubt about our ability to continue as a going concern.

We do not intend to pay dividends in the foreseeable future

We have never declared nor paid a dividend on our common stock. We intend to
retain earnings, if any, for use in the operation and expansion of our business
and, therefore, do not anticipate paying any dividends in the foreseeable
future.

Dependence on key management personnel

Our future success depends on the skills, experience and performance of our
two-person management team, and advisors, and their ability to operate
effectively, both individually and as a group. If other of our existing
management personnel were to leave the Company, it would be difficult to replace
them, and our business would be materially harmed. There are no employment
agreements with any employee, nor do we maintain any key person life insurance
policies for any of our employees.

Uncertainty of future financing

We may not be able to obtain additional funding when needed, which could limit
future expansion and marketing opportunities and result in lower than
anticipated revenues. We may require additional financing to further develop our
business and to pursue other business opportunities.

If the market price of the common stock declines, some potential financiers may
either refuse to offer us any financing or will offer financing at unacceptable
rates or unfavorable terms. To the extent that we raise additional capital
through the sale of equity or debt securities, the issuance of such securities
could result in dilution to our existing stockholders. If additional funds are
raised through the issuance of debt securities, the terms of such debt could
impose additional restrictions on our operations. If we are unable to obtain
financing on favorable terms, or at all, this unavailability could prevent us
from expanding our business, which could materially impact our future potential
revenues and our business.

Significant fluctuations in quarterly operating results

Our quarterly operating results may vary significantly in the future. Moreover,
as a result of our past operating history, it is difficult to accurately
forecast our potential revenue in any given period. Accordingly, we believe that
period-to-period comparisons of our historical results of operations are not
necessarily meaningful and should not be relied upon as indications of
sustainable trends or other future performance. If our revenues, operating
results or earnings are below the levels expected by investors, our stock price
is likely to decline. Volatile trends and fluctuations are typically the result
of the combination of general economic, political and market conditions. These
factors are beyond our ability to control or predict.

Concentration of voting power

As of June 30, 2004, our principal shareholders, executive officers, directors
and their affiliates, in the aggregate, own approximately 87% of our outstanding
common stock. These shareholders, if they act together, will be able to control
our management and affairs and all matters requiring shareholder approval,
including the election and removal of directors and approval of significant
corporate transactions. This influence over our affairs might be adverse to the
interest of our other shareholders. In addition, this concentration of ownership
may delay or prevent a change in control and might have an adverse effect on the
market price of our common stock.


                                       14
<PAGE>

Potential and actual conflicts of interest with advisors

Certain advisors of the Company, including LFCI, ICH, and CMCP (collectively,
the "Advisors" are also major shareholders of the Company because the Company
paid them in stock for their services. The details of the Advisors' contracts,
and the amount their respective shareholdings, are set forth in the Form 8-K
filed by the Company on May 27, 2004. Potential or actual conflicts exist that
could place the interests of the Advisors as shareholders at odds with the best
interests of the Company, including with respect to the Company's contracts with
the Advisors.

Future sales of large amounts of common stock

Future sales of our common stock by existing stockholders pursuant to Rule 144
under the Securities Act of 1933 could adversely affect the market price of our
common stock. Our two directors and executive officers and their family members
are not under lockup letters or other forms of restriction on the sale of their
common stock. Sales of a large number of shares of common stock in the public
market could adversely affect the market price of the common stock and could
materially impair our future ability to generate funds through sales of common
stock or other equity securities.

We may not have a majority of independent directors

We cannot guarantee that our Board of Directors will have a majority of
independent directors in the future. In the absence of a majority of independent
directors, our two executive officers, who are also directors, could establish
policies and enter into transactions without independent review and approval
thereof. This could present the potential for a conflict of interest between the
Company and its stockholders generally and the controlling officers,
stockholders or directors.

"Penny Stocks"

Our common stock has been approved for quotation on the OTC Bulletin Board.
Since our common stock trades below $5.00 per share, our common stock is
considered a "penny stock" and is subject to SEC rules and regulations, which
impose limitations upon the manner in which our shares can be publicly traded.

These regulations require the delivery, prior to any transaction involving a
penny stock, of a disclosure schedule explaining the penny stock market and the
associated risks. Under these regulations, certain brokers who recommend such
securities to persons other than established customers or certain accredited
investors must make a special written suitability determination regarding such a
purchaser and receive such purchaser's written agreement to a transaction prior
to sale. These regulations have the effect of limiting the trading activity of
our common stock and reducing the liquidity of an investment in our common
stock.

Stockholders should be aware that, according to the Securities and Exchange
Commission Release No. 34-29093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. These patterns include:

      o     Control of the market for the security by one or a few
            broker-dealers that are often related to the promoter or issuer;
      o     Manipulation of prices through prearranged matching of purchases and
            sales and false and misleading press releases;
      o     "Boiler room" practices involving high pressure sales tactics and
            unrealistic price projections by inexperienced sales persons;
      o     Excessive and undisclosed bid-ask differentials and markups by
            selling broker-dealers; and
      o     The wholesale dumping of the same securities by promoters and
            broker-dealers after prices have been manipulated to a desired
            level, along with the inevitable collapse of those prices with
            consequent investor losses.


                                       15
<PAGE>

Furthermore, the "penny stock" designation may adversely affect the development
of any public market for the Company's shares of common stock or, if such a
market develops, its continuation. Broker-dealers are required to personally
determine whether an investment in "penny stock" is suitable for customers.

Penny stocks are securities (i) with a price of less than five dollars per
share; (ii) that are not traded on a "recognized" national exchange; (iii) whose
prices are not quoted on the NASDAQ automated quotation system (NASDAQ-listed
stocks must still meet requirement (i) above); or (iv) of an issuer with net
tangible assets less than $2,000,000 (if the issuer has been in continuous
operation for at least three years) or $5,000,000 (if in continuous operation
for less than three years), or with average annual revenues of less than
$6,000,000 for the last three years.

Section 15(g) of the Exchange Act, and Rule 15g-2 of the Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in the Company's
common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be "penny stock."

Rule 15g-9 of the Commission requires broker-dealers in penny stocks to approve
the account of any investor for transactions in such stocks before selling any
penny stock to that investor. This procedure requires the broker-dealer to (i)
obtain from the investor information concerning his or her financial situation,
investment experience and investment objectives; (ii) reasonably determine,
based on that information, that transactions in penny stocks are suitable for
the investor and that the investor has sufficient knowledge and experience as to
be reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives. Compliance with these requirements may make it more
difficult for the Company's stockholders to resell their shares to third parties
or to otherwise dispose of them.

ITEM 3. CONTROLS AND PROCEDURES

a. Evaluation of Disclosure Controls and Procedures:

Disclosure controls and procedures are designed to ensure that information
required to be disclosed in the reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported, within the time period
specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed in the reports filed under the Exchange Act
is accumulated and communicated to management, including the Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. As of the end of the period covered by this
report, the President, who is also the Chief Executive and Principal Financial
Officer, carried out an evaluation of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based upon and as
of the date of that evaluation, the President concluded that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed in the reports the Company files and submits under the
Exchange Act is recorded, processed, summarized and reported as and when
required.

b. Changes in Internal Control over Financial Reporting:

There were no changes in the Company's internal control over financial reporting
identified in connection with the Company's evaluation of these controls as of
the end of the period covered by this report that could have significantly
affected those controls subsequent to the date of the evaluation referred to in
the previous paragraph, including any correction action with regard to
significant deficiencies and material weakness.


                                       16
<PAGE>

                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings - None

Item 2. Changes in Securities - None

The Company issued the following securities during the quarter ended June 30,
2004:

(1) On May 21, 2004, the Company issued 1,875,000 shares of common stock valued
at $0.04 per share in full satisfaction of the conversion of a $75,000 note
pursuant to an Assignment and Assumption Agreement dated May 20, 2004.

(2) On May 21, 2004, the Company issued 195,000 shares of common stock at $0.04
per shares in consideration of $7,800 pursuant to a private offering.

(3) On May 21, 2004, the Company issued 900,000 shares of common stock in
consideration for services rendered under certain consulting and advisory
agreements as follows: (a) 400,000 shares to Liviakis Financial Communications,
Inc., (b) 250,000 shares to Cagan McAfee Capital Partners, LLC, and (c) 250,000
shares to International Capital Advisory, Inc. The services were valued at $0.04
per share.

(4) On May 24, 2004, the Company issued 70,000 shares of common stock to
compensate certain of its directors (20,000) and advisors (50,000), who are
unrelated parties, for services rendered during the first quarter of 2005. The
services were valued at $0.04 per share.

All of the above issuances were made by the Company pursuant to Section 4(2) of
the Securities Act of 1933, as amended. There were no underwriting discounts or
commissions paid in connection with the securities sold for cash.

Item 3. Defaults 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

(1) Exhibits

EXHIBIT
NO.        DESCRIPTION

3.1         Articles of incorporation
3.2         Certificates of Amendment to Certificate of Incorporation of
            Registrant *
3.3         Certificates of Amendment to Certificate of Incorporation of
            Registrant *
3.4         Articles of Incorporation of Registrant *
3.5         Articles of Merger of Registrant *
3.6         Certificate of Amendment to Certificate of Incorporation of
            Registrant *
3.7         Bylaws of Registrant *
3.8         Amended Bylaws of Registrant *
10.1        License Agreement between Registrant and Wilhelm Liesner *
10.2        License Agreement between Wilhelm Liesner and Oxywell GmbH *
10.3        Agreement of Amendment between Wilhelm Liesner and Oxywell GmbH **
10.4        Securities Purchase Agreement dated May 20, 2004 ***
31(a)       Certification of the Chief Executive Officer pursuant to Rule
            13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934,
            as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley
            Act of 2002.
31(b)       Certification of the Chief Financial Officer pursuant to Rule
            13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934,
            as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley
            Act of 2002.
32(a)       Certification of the Chief Executive Officer pursuant to 18 U.S.C.
            Section 1350 as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002.
32(b)       Certification of the Chief Financial Officer pursuant to 18 U.S.C.
            Section 1350 as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002.

----------

*     Exhibits 3.1 through 10.2 have been filed with the Form 10SB filed on
      February 20, 2002 and are incorporated by reference.

**    Exhibit 10.3 has been filed with the Form 10SB/A filed on July 9, 2002,
      and is incorporated by reference.

***   Exhibit 10.4 has been filed with Form 8-K filed on May 27, 2004, and is
      incorporated by reference.

      (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

      (2) Reports on Form 8-K filed during the three months ended June 30, 2004:

Form 8-K under Item 1, 5, and 7 was filed on May 27, 2004.

                                   SIGNATURES

Pursuant to the requirements of Sections 13 or 15 (d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on this 16 day of
August, 2004.

                                        Technology Acquisition Corporation


                                        /s/ John Kinney
                                        ----------------------------------------
                                        John Kinney
                                        Chairman, Chief Executive Officer
                                          and President


                                        /s/ Steve Obana
                                        ----------------------------------------
                                        Steve Obana
                                        Chief Financial Officer, Treasurer
                                          and Secretary


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