U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-KSB/A
                                AMENDMENT NO. 2

(Mark  One)
[X]  ANNUAL  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934  for  the  year  ended:  December  31,  2003

                                       OR

[ ]  TRANSITION  REPORT  UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT  OF  1934

For  the  transition  period  from  ___  to  ________

Commission  file  number:  333-86000
------------------------------------

                          TECHNOLOGY CONNECTIONS, INC.
                          ----------------------------
                 (Name of small business issuer in our charter)

                                 North Carolina
                                 --------------
         (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

                 1731                                    56-2253025
                 ----                                    ----------
       (PRIMARY  STANDARD  INDUSTRIAL                (I.R.S.  EMPLOYER
        CLASSIFICATION  CODE  NUMBER)                IDENTIFICATION  NO.)

              301C Verbena Street, Charlotte, North Carolina 28217
                                 (704) 400-9042
                                 --------------
          (ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)

                                 Kevin G. Kyzer

              301C Verbena Street, Charlotte, North Carolina 28217
                                 (704) 400-9042
                                 --------------
               (NAME, ADDRESS AND TELEPHONE OF AGENT FOR SERVICE)

Securities  registered  under  Section  12(b)  of  the  Act:  NONE

Securities  registered  under  Section 12(g) of the Act: common stock, par value
$.001  per  share;  preferred  stock,  par  value  $.001  per  share

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 [ ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  SB  is  not  contained  in  this  form,  and  no  disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any amendment to this Form 10-KSB.                                       [x]

State  issuer's  revenues  for  its  most  recent  fiscal  year:  $44,665.

As  of  April  20,  2004  there were 2,152,893 common shares outstanding and the
aggregate  market  value of the common shares (based upon the average of the bid
price  of  $.39  and  the  asked  price  of  $.46  reported  by brokers) held by
non-affiliates  was  approximately  $914,980.

Transitional  Small  Business  Disclosure  Format  (check  one):  Yes[  ]  No[X]

Number  of  shares  of  common stock outstanding as of April 20, 2004: 2,152,893
Number  of  shares of preferred stock outstanding as of April 20, 2004:      -0-

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

The  discussion  contained  in  this 10-KSB under the Securities Exchange Act of
1934,  as amended, (the "Exchange Act") contains forward-looking statements that
involve  risks  and  uncertainties.  The  issuer's  actual  results could differ
significantly  from  those  discussed herein. These include statements about our
expectations,  beliefs,  intentions  or  strategies  for  the  future,  which we
indicate  by  words or phrases such as "anticipate," "expect," "intend," "plan,"
"will,"  "we believe," "the Company believes," "management believes" and similar
language,  including  those  set  forth  in the discussion under "Description of
Business,"  including  the  "Risk  Factors"  described  in  that  section,  and
"Management's  Discussion  and  Analysis  or Plan of Operation" as well as those
discussed  elsewhere in this Form 10-KSB. We base our forward-looking statements
on  information currently available to us, and we assume no obligation to update
them. Statements contained in this Form 10-KSB that are not historical facts are
forward-looking  statements,  and  our actual results could differ significantly
from  such  statements.



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                -------------------------------------------------

Part  I

Item  1.  Description  of  Business.

BUSINESS  DEVELOPMENT.

Since  our  inception, we have focused on market opportunities in the Charlotte,
North  Carolina  market. We plan to become the leading provider in our market of
home  wiring products. We currently staff three employees in our business. We do
not  have  signed  employment  agreements with our employees, but they do sign a
confidentiality agreement with respect to our business practices and technology.
Additionally,  we  plan  to  focus  on  hiring additional employees to undertake
regional  expansion.

We  have  successfully  engaged in selling and integrating audio/visual/security
devices  in residential new construction homes. The typical home that we sell to
costs  approximately  $350,000  and up, and are 3,000 square feet and larger. We
also  sell  to  pre-existing  homes.

Our  method  of distribution typically involves agreements entered into with the
home  builders.  We  compensate  our  sales people on solely a commission basis.
There is direct correlation between the demand for our products and services and
the home building industry as a whole. If mortgage interest rates are considered
low  (typically  below  8%), the housing market usually expands which we believe
will  help  drive  demand  for  our  products  and  services.

The  industry  that we compete in is relatively new. Our products and technology
are  displayed in model homes developed by the home builders and when a purchase
decision  is  made,  the  price of our products and services can conveniently be
added  into  the  new  mortgage.

Sales  on  our equipment and installations are billed upon delivery. However, we
typically  do  not collect payment in full until the new home is completed. This
can occur as much as 90 days after installation and cause cash flow problems for
our  company  should  our receivable accumulate or become uncollectible. We have
not  had  any  material  bad  debt  to  date.

Our  competition  is  primarily from sole proprietors who focus on local service
areas  and  are  very  limited  in  their  product  offering  and  installation
capabilities.  There  are  no  significant barriers to entry in our industry and
start  up  costs  for  a  comparable  business  would  typically be minimal. Our
products  and  services  are  typically  bundled  together and we believe we can
obtain  a  competitive  advantage by offering more variety of products at better
prices  as well as supply the labor to complete larger projects. We also plan to
forge  strategic  relationships  with local and national home builders to expand
our  sales. Currently, we are working with several new home builders, a national
new  home  builder,  to  offer  our  products  and  services to their customers.

Our  management  makes  technical reviews of all sales quotes to ensure that our
technology  is  being  properly  used  for  our  customers.  We also make use of
Internet  based  scheduling,  which  offers more involvement for the builder and
help  prevents  scheduling  errors.  We  believe  we  will  see  an  increase in
competition  as  a  result  of  the  increasing  popularity  of  home electronic
equipment  and  as  prices  for  consumer  electronics  become  more affordable.
Our  major suppliers of technical devices and wiring are ADI, Graybar and USTec.
We  do  not currently have any specific purchase contracts with them. Pricing is
based on volume of products purchased. Additionally, we have at least four other
alternative  suppliers  should  we  have  additional  product  delivery  needs.

We  have  worked out a special pricing and priority scheduling with our new home
builders,  of  whom  we  are  a subcontractor. Although we do not have a written
contract,  we  have oral agreements. In addition to our relationships with these
new  home  builders, we are also actively pursuing relationships with other home
builders  of  comparable  volume.

The  sale of electrical wiring and electrical equipment carries certain inherent
liability  for us. To manage this risk, we carry general liability insurance. We
also  carry  workers  compensation  insurance,  vehicle  insurance.

We  believe  our  level  of  insurance  is  adequate  for  our  current level of
operations. We do not offer health insurance at this time, although we intend to
offer  it  as  soon  as  is  practicable  for  the  Company.

Our  return policy maintains that defective electronic equipment may be returned
for credit.  In addition, we offer our customer written product and installation
warranties.  For  example,  damaged  wires  are replaced at no charge. We do not
estimate  these  costs  to  be  material  to  our  operations.

We  are  considering  expansion  plans  to  increase  sales  and brand awareness
including  purchasing  additional  companies  providing our type of products and
services in other markets. We do not currently have enough capital to consummate
such  an acquisition. If we choose to pursue this means of expansion, additional
capital  raising  activities  may  be  necessary. There can be no assurance that
capital  will  be  available  to  us on favorable terms. Additional expenditures
needed to facilitate this transaction could include travel, inventory, equipment
and  administrative  expenses.  We  may  also  need to hire and train additional
personnel  in  the  sales  and  installation  areas.  Furthermore,  we may incur
expenses  to  open  additional  offices  in  the  regional  areas.

A  regulatory  requirement  for  our business is that we must maintain a burglar
alarm license. We currently are licensed within our areas and may need to expand
this  licensure if we expand our operations. Costs of maintaining our license is
not  material  to  our  financial  statements.  We  also  remain  current in our
licensure  requirements  with  the  State of North Carolina, such as the need to
have  a  business  license.

Our  business  is built around the concept of a networked home. A networked home
is a home that is built on a foundation of a structured cabling system that runs
into  a central distribution point and is enclosed and situated in a closet or a
basement.  The  homeowner  is  provided  with the capacity to deliver all of the
networked  systems,  such  as  security  systems,  satellite  television  or
entertainment  technology throughout the home. The homeowner selects the modules
and  services  that  are  consistent  with  his  or  her  particular  lifestyle.
Additional modules and services can be added very efficiently at a later date as
the  consumer's  needs  and  desires change. Cost-effectiveness, convenience and
flexibility is often cited as the advantages of a networked home. The market for
our  services  should  grow  as  the  concept of a networked home becomes better
understood  by  potential  customers.

Home builders benefit from our integrated services. They are able to subcontract
for  all  low-voltage  wiring  with  one  company,  thereby  reducing  costs and
increasing  efficiency.  The  company  also  saves  the  home builder money, and
increases  their  profits with upgrades and add-ons that our consultants sell to
the  homebuyer  with  the  home  builder's  profit margin included in the quote.

Home  buyers  also  benefit  from  our integrated services. A home buyer has the
convenience  of  creating  a  "wired  home"  with  different  types of technical
equipment.  By  having the payment for all wiring and most equipment included in
their  mortgage,  the  home  buyer  may be able to obtain more of the technology
features that they want for their home. They have low or no initial cash outlays
and  are  still  able  to  buy the products and services that they desire. These
products  and  services  are  financed  as  part  of  the  mortgage.

Our  operating  philosophy  centers on delivering quality products and services.
Our  technical  consultants  familiarize  themselves with the standard operating
procedures  of  each  builder  and  they  strive  to  develop  a  good  business
relationship with the builder's sales agents. Each customer proposal is reviewed
by  one  of our technical consultants before it is presented to the client. Upon
the  acceptance  of  a  customer proposal, the builder submits a purchase order.
Once  it  is  received,  it  is then submitted to our scheduling staff, which is
responsible  for  coordinating  with  the  construction  management  team of the
builder.  Our  installation  team  then  performs  the  actual installation. Our
installers  are experienced professionals who are primarily dedicated to working
for  a  particular  builder.  Each project is inspected by our Quality Assurance
Manager  within  twenty-four  hours  of  installation  to  verify  that the work
performed  is  of  the  highest  quality  and matches the purchase order. If any
changes  are  required,  the Quality Assurance Manager is capable of making them
immediately.

We maintain an entertainment and technology showroom located at our headquarters
in  Charlotte,  North Carolina. This gives the consumer the chance to experience
the  features  and  benefits  of  our  communication,  entertainment  and  other
technologies  first-hand.

We  are in the process of developing a program for regional expansion. The first
thrust  will  be  to  attempt to open offices in the Southeastern United States.
Potential cities identified for expansion include the following: Greensboro, NC,
Raleigh, NC and Wilmington, NC; Greenville, SC, Columbia, SC, Charleston, SC and
Myrtle  Beach,  SC;  Atlanta,  GA;  and  Orlando,  FL  and  Tampa,  FL.

We  will  only  embark  upon  an  expansion  program  once our operations in the
Charlotte,  NC  market  is  cash  flow  positive.

We  focus  on  four  market  segments,  as  follows:

     Residential  new  home  construction
     Existing  home  residential  dwellings
     Multiple  dwelling  units
     Small  commercial  buildings

The  products  that  we  install  include Direct TV, high speed Internet access,
security  systems,  central  vacuum systems, solar power systems, home theatres,
structured  wiring,  landscaping  lighting  and  home  electrical  improvements.

MARKET  RESEARCH
----------------

According to our studies, about two-thirds of Americans own their own homes, and
about  one  and  one-half  million  new homes are constructed each year. Despite
general  slowdown in the American economy over the last year, the housing market
has  been  relatively resistant to recession. While housing starts were slightly
weaker in 2002 than the previous year on a national basis, some regional housing
markets have shown signs of strength. For example, Charlotte, North Carolina and
Mecklenburg County were among the few areas in the country that experienced real
growth  in  economic  and  housing  activity  over  the  last  ten  years.

Our  target  customers are new home buyers with home purchase prices of $350,000
and  higher,  which  is  higher than the median house sale price of $200,000. We
believe  that  this  segment  of  the  housing market will be less affected by a
general  economic  slowdown.

LOCATION  OF  FACILITIES
------------------------

In  2003  we moved into our new facilities. The headquarters are located at 301C
Verbena  Street,  Charlotte,  North Carolina 28217. We have a showroom set up at
this  location.  We  occupy  approximately 1,000 square feet for which we pay no
rent per month as the landlord is allowing us to rent the space gratuitously. We
believe  our new location has sufficient space to conduct our operation over the
next  five  years.

SALES  TECHNIQUES
-----------------

We  are  currently  negotiating  with  several  local  home  builders to provide
subcontracting  services for all low voltage wiring and technology equipment for
new  homes.  When  we  act  as subcontractor for a home builder, the cost of the
equipment  is included in the sales price for the home. It gets financed through
the  home  buyer's  mortgage.

Our  showroom  gives  potential  customers  an opportunity to experience all the
equipment  features  before  they  are  installed  in  the  home.

In  addition,  by  contracting  with  service  dispatch firms we will be able to
obtain  customers  with  little or no acquisition cost. Those customers will not
only provide us with sales but they will also provide us with opportunities from
up-sales  and  cross-sales  for  other  products.

CUSTOMER  CREDIT  TERMS
-----------------------

The  customer typically locates their own source of credit. The credit terms for
our  new  homebuyer  customers  depends  on  the terms of the mortgage that they
obtain.  If they obtain a mortgage for a period of 15-30 years, our equipment is
paid off over that time with the mortgage. We collect on our receivable when the
mortgage  is  funded.

For other customers who want to install our products in their existing homes, we
are  in the process of arranging contracts with several lenders who will provide
credit  to  our  customers at reasonable rates. The loans will may be secured or
unsecured  based  on  the customers needs and usually carry an interest close to
the  prime  rate  as  published  by  the  Wall  Street  Journal.

HOURS  OF  BUSINESS
-------------------

The  business  office at our headquarters is open from 8:00 a.m. to 5:00 p.m. on
Monday  through Friday. The showroom at our headquarters is open from 10:00 a.m.
to 6:00 p.m. Monday through Saturday, and 12:00 p.m. to 6:00 p.m. on Sundays. We
expect to expand our showroom hours of operation on regular business days in the
near future. Our installers and service technicians work in two shifts from 8:00
a.m.  to  9:00  p.m.  Monday  through  Saturday.

COMPETITORS
-----------

Our competition is somewhat fragmented and consists primarily of sole proprietor
installers and home electronic stores. We are not aware of any direct competitor
that  markets a complete turn-key technology package like ours to homeowners. We
believe  that  this  opens  a window of opportunity to market our concept. It is
possible  that  other  well-capitalized companies could realize the value of our
business  concept  and  expand or enter into our market quickly. There can be no
assurance  that  we  will  be  successful  in managing profitability in a highly
competitive  market.

CHANNELS  OF  DISTRIBUTION
--------------------------

Our  approach to delivering our products and services to customers is four-fold:
Establishing  agreements with new home builders which allow us to have access to
their  home-building  customers  during  the  construction phase of their homes.

Commercial  sales representatives establish contacts in the local small business
markets  and  offers  them  our  products  and  services.

We  utilize service contracts with mailed brochures and door to door salespeople
in  an  effort  to  capture  the existing home market for wireless technologies.

We  will  act  as  subcontractor  for  high  speed Internet access companies and
providers  of security services in order to place these products and services in
the  home.

PRICING  POLICY
---------------

As  we  mentioned earlier, our products are relatively expensive for the average
home  buyer's  budget.  In  a  typical  $300,000 home, between $3,000 and $6,000
(1-2%)  on  average would be used toward a 'wired' home. In addition, we have to
include  the  builder's  profit margin in the final price. However, by including
the  cost  of our equipment in the home sales price, the buyer is able to spread
payment  over  the  lifetime  of their mortgage. Existing home owners may take a
home  equity  loan  for  home  improvements  that could include our products and
services.  Competitive  market  conditions  could  have an adverse affect on our
pricing  policy.

ADVERTISING  AND  PROMOTIONS
----------------------------

Advertising  and  promotions  are  an  important part of our sales strategy. Our
advertising  and  promotional  activities  fall  into  five  key  areas:

     Public  relations
     Showrooms
     Internet  Web  site
     Customer  Relations
     Press  advertising.

Our  company  puts  a  significant  effort  into  preparing  and disseminating a
consistent array of press releases. These include information about the products
and  services  we  provide,  location  of  our  showroom,  and contact telephone
numbers.  We  regularly  attempt  to prepare and place advertisement pieces with
editors  of  publications.  We currently have advertisements with home builder's
magazines,  newspapers,  radio  and  highway  billboards.

We  have  an  informative  and  actively  managed  showroom at our headquarters.
Customers are able to experience all of the advantages of having our products in
their  homes  first-hand,  before they are ever installed. Sales representatives
help  customers  to  choose  a package of equipment and services that suit their
needs  the  best.  We  plan to open additional showroom locations in the future.
We  have established an internet web site advertising the company's products and
services.  The  cost to build was approximately $15,000. Further information can
be  found  by  visiting  our  site  at  www.connect2technology.com.

Customer  relations  are a very important part of our business strategy. We keep
records  of  every  sales  contact.  Customer  data  such  as source of inquiry,
existing  services,  customer  needs,  and  customer  job  and  income  level is
included.  By  effectively  keeping  these  types of records, we can offer truly
personalized  service  when  the  opportunity  arises.

OPERATIONS
----------

In  order to successfully sell our products and services to customers, our sales
force  must  be  dedicated, knowledgeable about our products and services and be
well-trained.  We  provide  one  week  of training to our sales people when they
start,  in order to teach them the skills that they will need to succeed. In the
future,  we  may  hire  an  outside  trainer  to  teach  sales  techniques.

Supplies and equipment are shipped directly from the suppliers to our facilities
upon  us receiving a customer order. This eliminates the need for the company to
carry  inventory or rent a warehouse facility. We must pay for our products upon
delivery  even  though  we may not receive collection of our customer receivable
until  a  home's  closing.  This  time  lag  may require us to obtain additional
financing  that  may  range from $100,000 to $250,000, depending on the level of
our  business.  We  are  investigating  into  what  sources  of financing may be
available  for us including issuing notes payable, a follow on stock offering or
a  bank  credit  line.

SOURCES  AND  AVAILABILITY  OF  RAW  MATERIALS
----------------------------------------------

As  of  the  date  of  this filing, we have no raw materials requirements. We do
have  several  suppliers  that  we  rely  on  and  their  names  are as follows:

     ADI
     Graybar
     USTec

No  supplier  represents  more  than  20%  of our purchases. We have alternative
suppliers  available  if  we  are not able to receive deliveries from one of the
above  suppliers.

INTELLECTUAL  PROPERTY
----------------------

At  present,  we  do  not  have  any  patents, trademarks, licenses, franchises,
concessions,  and  royalty  agreements,  labor  contracts  or  other proprietary
interests.

GOVERNMENT  REGULATION  ISSUES
------------------------------

We  are  subject  to  minimal  federal  and state regulation. Our operations are
subject  to  regulations  normally  incident  to  business  operations,  such as
occupational  safety  and  health  acts,  workmen's  compensation  statutes,
unemployment  insurance  legislation  and income tax and social security related
regulations.  We  will  make every effort to comply with applicable regulations.

RESEARCH  AND  DEVELOPMENT
--------------------------

We  have  spent  no  funds  on  research  and  development.

ENVIRONMENTAL  LAW  COMPLIANCE
------------------------------

There  are  no  current  existing  environmental  concerns  for  our products or
services. If this changes in the future, we make every effort to comply with all
such  applicable  regulations.

EMPLOYEES
---------

Currently,  we have a staff of three employees. We have no employment agreements
with  any  of  our  employees.

REPORTS  TO  SECURITY  HOLDERS
------------------------------

We are a reporting company under the requirements of the Securities Exchange Act
of  1934  and  will file quarterly, annual and other reports with the Securities
and  Exchange  Commission.  This  annual  report  contains  the required audited
financial  statements.  We  are  not  required  to  deliver  an annual report to
security holders and will not voluntarily deliver a copy of the annual report to
security  holders.  The  reports  and  other  information  filed  by  us will be
available  for  inspection and copying at the public reference facilities of the
Commission,  450  Fifth  Street,  N.W.,  Washington,  D.C.  20549.

Copies  of  such  material  may  be  obtained  by mail from the Public Reference
Section  of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.  Information on the operation of the Public Reference Room may
be  obtained  by  calling the SEC at 1-800-SEC-0330. In addition, the Commission
maintains  a  World  Wide  Website  on  the  Internet at http://www.sec.gov that
contains  reports,  proxy  and  information  statements  and  other  information
regarding  registrants  that  file  electronically  with  the  Commission.

RISK  FACTORS
-------------

BECAUSE  OUR  STOCK  IS  CONSIDERED A PENNY STOCK ANY INVESTMENT IN OUR STOCK IS
CONSIDERED  TO  BE  A  HIGH-RISK  INVESTMENT  AND  IS SUBJECT TO RESTRICTIONS ON
MARKETABILITY.

Our Shares are "penny stocks" within the definition of that term as contained in
the  Securities Exchange Act of 1934, which are generally equity securities with
a price of less than $5.00. Our shares will then be subject to rules that impose
sales  practice and disclosure requirements on certain broker-dealers who engage
in  certain  transactions  involving  a  penny  stock.  Under  the  penny  stock
regulations,  a  broker-dealer  selling  penny  stock  to  anyone  other than an
established  customer  or  "accredited investor" must make a special suitability
determination for the purchaser and must receive the purchaser's written consent
to  the  transaction  prior  to  the sale, unless the broker-dealer is otherwise
exempt.  Generally,  an  individual  with a net worth in excess of $1,000,000 or
annual  income  exceeding $200,000 individually or $300,000 together with his or
her  spouse  is  considered  an  accredited  investor.  In  addition, unless the
broker-dealer  or  the  transaction  is  otherwise  exempt,  the  penny  stock
regulations  require  the  broker-dealer  to  deliver,  prior to any transaction
involving  a  penny  stock, a disclosure schedule prepared by the Securities and
Exchange  Commission relating to the penny stock market. A broker-dealer is also
required to disclose commissions payable to the broker-dealer and the Registered
Representative  and  current  bid  and  offer  quotations for the securities. In
addition  a  broker-dealer  is  required  to  send monthly statements disclosing
recent  price  information  with respect to the penny stock held in a customer's
account,  the  account's  value  and information regarding the limited market in
penny stocks. As a result of these regulations, the ability of broker-dealers to
sell  our  stock  may  affect  the  ability of selling security holders or other
holders  to  sell  their  shares in the secondary market. In addition, the penny
stock  rules generally require that prior to a transaction in a penny stock, the
broker-dealer  make  a  special  written determination that the penny stock is a
suitable  investment  for  the  purchaser  and  receive  the purchaser's written
agreement  to the transaction. These disclosure requirements may have the effect
of  reducing  the  level of trading activity in the secondary market for a stock
that  becomes  subject to the penny stock rules. These additional sales practice
and  disclosure  requirements could impede the sale of the Company's securities,
if  our  securities  become  publicly traded. In addition, the liquidity for the
Company's securities may be adversely affected, with concomitant adverse affects
on  the  price of the Company's securities. Our shares may someday be subject to
such  penny  stock  rules  and our shareholders will, in all likelihood, find it
difficult  to  sell  their  securities.

WE HAVE SUBSTANTIAL NEAR-TERM CAPITAL NEEDS AND WITHOUT ADEQUATE FUNDS WE MAY BE
REQUIRED  TO  CURTAIL  OUR  OPERATIONS.

We  require  additional  funding.  We  estimate  that  we  will need $100,000 in
additional  funds  over  the  next  twelve months to fund our operations without
curtailing  operations.  While  this estimate is given, our capital requirements
will  depend  on  many factors including, but not limited to, opening additional
sales centers in our area, aggressiveness of product marketing and the hiring of
additional  employees.  Presently, we have only limited amounts of liquid assets
with  which  to  pay  our  expenses.  We do not have sufficient liquid assets to
continue  to  grow  our  company.  Accordingly,  we will seek outside sources of
capital such as conventional bank financing; however, additional capital may not
be  available  on favorable terms to us. If adequate funds are not available, we
may  be  required  to  curtail  operations  or  to obtain funds by entering into
collaboration  agreements  on  unattractive  terms.

In  addition,  we have no credit facility or other committed sources of capital.
We  may  be  unable  to  establish credit arrangements on satisfactory terms. If
capital  resources  are insufficient to meet our future capital requirements, we
may have to raise funds to continue development of our operations. To the extent
that  additional capital is raised through the sale of equity and/or convertible
debt securities, the issuance of such securities could result in dilution to our
shareholders  and/or  increased  debt service commitments. If adequate funds are
not available, we may be unable to sufficiently develop our operations to become
profitable.

BECAUSE  WE  HAVE  ONLY A LIMITED OPERATING HISTORY, YOU WILL HAVE NO ABILITY TO
EVALUATE  OUR  BUSINESS  PROSPECTS  AND  STRATEGIES.

We  have  been  in  existence  only  since  May  18, 2001, and we have a limited
history  of  actually  providing our services to customers. We have only limited
revenues  and  no  other  established  funding  sources.  We  are  still  in our
developmental  stages  and  we  will require significant expenses to develop our
business  and  future losses are likely before our operations become profitable.

You  should  be aware of the risks and difficulties that we may encounter in our
business.  We  may not be able to generate revenues or otherwise obtain funds to
adequately  conduct  our  operations.  Moreover, we may not be successful in our
business  plans  or  we  may not be able to operate profitably. Accordingly, you
have  no  basis  upon which to judge our ability to develop our business and you
will  be  unable  to  forecast  our  future  growth.

IF  WE  ARE  UNSUCCESSFUL IN ACQUIRING A GROWING BACKLOG OF CONTRACTS, WE MAY BE
UNABLE  TO  SUCCESSFULLY  DEVELOP  OUR  OPERATIONS

We  have  a limited backlog of contracts at any given point in time to assist us
in  developing  our  operations.  We  currently  have  three  employees.  We are
prepared  to  hire  additional  employees  only  if  and  when  our  contracts
increase.

BECAUSE  OUR  FINANCIAL CONDITION IS POOR WE MAY BE UNABLE TO ADEQUATELY DEVELOP
OUR  OPERATIONS,  AND  OUR  LOSSES  MAY  ACCUMULATE.

Because  we  have only a limited operating history, assets, and revenue sources,
we  may  not  adequately  develop  our operations. During the last twelve months
ended  December  31,  2003,  we  generated  losses totaling $302,444 compared to
$725,776  in  2002.  These losses were primarily due to $201,000 and $469,430 of
expenses  relating  to stock issued for services in 2003 and 2002, respectively.

As  a  result  of  these  losses, as of December 31, 2003, we had an accumulated
deficit  in  retained  earnings of $1,028,220 and  total  assets of only $35,136
with which to operate. We anticipate that we will experience continued financial
difficulties  without  an  immediate  infusion  of  capital. Moreover, we may be
unable  to  operate  profitably,  even if we obtain immediate funding or further
develop  our operations or increase our revenues. Our  poor  financial condition
could adversely affect our ability to expand our operations through acquisitions
in  a  timely  fashion.  Accordingly, we may experience  future losses if we are
unable  to  adequately  develop  our  operations.

OUR  PRINCIPAL  STOCKHOLDERS CONTROL OUR BUSINESS AFFAIRS IN WHICH CASE YOU WILL
HAVE  LITTLE  OR  NO  PARTICIPATION  IN  OUR  BUSINESS  AFFAIRS.

Currently,  our  principal stockholders, Kevin G. Kyzer and Stacey A. Kyzer, own
approximately  38.0%  of  our  common  stock.  As  a  result,  they  will  have
significant  influence  over  all matters requiring approval by our stockholders
without  the  approval  of minority stockholders. In addition, they will be able
to  elect  all of the members of our Board of Directors, this will allow them to
significantly  control  our  affairs  and  management. They will also be able to
affect most corporate matters requiring stockholder approval by written consent,
without  the  need  for  a  duly  noticed and duly-held meeting of stockholders.
Accordingly,  you  will  be  limited  in your ability to affect change in how we
conduct  our  business.

IF  WE  LOSE  THE  SERVICES  OF  OUR  PRESIDENT,  OUR  BUSINESS MAY BE IMPAIRED.

Our  success is heavily dependent upon the continued active participation of our
president,  Mr.  Kevin  G.  Kyzer. Mr. Kyzer has over ten years of experience in
technology  businesses.  The  loss  of  Mr.  Kyzer's  services  could  have  a
material adverse effect upon the development of our business. We do not maintain
"key  person"  life  insurance on Mr. Kyzer. We do not have a written employment
agreement  with Mr. Kyzer. We may be unable to recruit or retain other qualified
personnel,  should  it  be  necessary  to  do  so.

WE DO NOT HAVE ANY IMMEDIATE PLANS TO HIRE ADDITIONAL PERSONNEL, WHICH MAY CAUSE
SUBSTANTIAL  DELAYS  IN  OUR  OPERATIONS.

Although  we  plan  to  expand our business and operations, we have no immediate
plans  to  hire  additional  personnel.  As we expand our business there will be
additional  strains  on our operations due to increased cost. In addition, there
may  be  additional  demand  for  our services. We now only have the services of
Kevin  G. Kyzer, our president, Stacey A. Kyzer, our Vice President ,in addition
to  our  other  employees,  to  accomplish  our current business and our planned
expansion.  If  our  growth outpaces their ability to provide services and we do
not hire additional personnel it may cause substantial delays in our operations.

WE FACE COMPETITION IN OUR BUSINESS, AND POTENTIAL COMPETITORS FACE FEW BARRIERS
TO  ENTRY;  WE  MUST  OVERCOME THIS COMPETITION IF WE ARE TO OPERATE PROFITABLY.

We  face competition from companies engaged in similar businesses. We anticipate
that  competition  will  intensify  within  as the opportunities inherent in our
business  become  more  apparent.  Some  of  our  competitors have significantly
greater customer bases, operating histories, financial, technical, personnel and
other  resources  than  we  do.  As  a  response  to  changes in the competitive
environment,  we may from time to time make certain service, marketing or supply
decisions  or  acquisitions  that  could  negatively  impact  our operations and
financial  condition.

WE  HAVE  NEVER  PAID  DIVIDENDS  AND  WE  DO  NOT  INTEND  TO  PAY  DIVIDENDS.

We  have  never  paid  dividends.  We  intend  to  retain  earnings,  if any, to
finance  the  development  and expansion of our business. Future dividend policy
will  be at the discretion of the Board of Directors and will be contingent upon
future  earnings, if any, our financial condition, capital requirements, general
business  conditions and other factors. Future dividends may also be affected by
covenants  contained in loan or other financing documents, which may be executed
by  us  in  the future. Therefore, cash dividends of any kind may never be paid.

THE  RISK  OF  WAR  AND  TERRORISM  NEGATIVELY  AFFECTS  THE LOCAL HOME BUILDING
INDUSTRY  AND  ADVERSELY  AFFECTS  OUR  NEW  HOME  INSTALLATIONS  MARKET

Terrorist  acts  of  war (wherever located around the world) may cause damage or
disruption  to  our  business and could have an adverse effect on our operations
and  financial  results. Travel, tourism and building development throughout the
United  States  and the world, have been significantly effected since the events
of  September  11, 2001. Our revenue is generated, in part, from businesses that
rely  on  home  building  development.  If  this  industry is weak, our new home
installations  will  likely  be  adversely  affected.  The  economic uncertainty
stemming  from the terrorist attacks of September 11, 2001, may continue through
the  pending wartime economy. At this time, we are unable to predict what impact
a prolonged war on terrorism will have on the respective economies of the United
States  or  how  it  will  effect  our  operations.

NEGATIVE  TRENDS  IN  RESIDENTIAL HOMEBUILDING CAN ADVERSELY AFFECT OUR BUSINESS

Negative  trends  in residential homebuilding can adversely affect our business.
New  home  installations  are  the largest component of our revenues, and if new
homebuilding  slows  down,  it  can negatively impact our revenues. Factors that
affect  residential  homebuilding  include  downturns  in  interest  rates  and
worsening  general  economic  conditions.

IF  WE  ARE  UNABLE  TO  EXPAND OUR INFRASTRUCTURE, WE WILL NOT BE SUCCESSFUL IN
MANAGING  OUR  PLANNED  GROWTH.

Our anticipated growth could significantly strain our operational infrastructure
and financial resources. Our business and results of operations may be adversely
affected  if  we  are unable to increase our financial resources and improve our
operational  infrastructure.

THE  PRICE  OF  OUR  COMMON  STOCK  MAY  BE  HIGHLY  VOLATILE.

The  price  of  our  common  stock  may  be  highly  volatile.  Numerous factors
could  have  a  significant  effect on the market price  of  our  common  stock.
Such  factors  include  the  announcements of fluctuations in operating results,
new  contracts  or  customers.  In  addition,  the  stock market has experienced
significant  price  and  volume  fluctuations  in  recent  years  that have been
unrelated  or  disproportionate to the operating performance of companies. These
broad  fluctuations may adversely affect the market price of our  common  stock.

FUTURE  SALES  OF  OUR  COMMON  STOCK  COULD  ADVERSELY  AFFECT THE STOCK PRICE.

Future  sales  of  substantial  amounts  of  our  common  stock  in  the  public
market,  or  the  perception that such sales could occur, could adversely affect
the  market  price  of  our  common  stock.

Controls  and  Procedures

(a)  On  December  31,  2003,  our  Chief  Executive Officer and Chief Financial
     Officer  made  an  evaluation of our disclosure controls and procedures. In
     our  opinion,  the  disclosure controls and procedures are adequate because
     the  systems of controls and procedures are designed to assure, among other
     items,  that  1) recorded transactions are valid; 2) valid transactions are
     recorded; and 3) transactions are recorded in the proper period in a timely
     manner  to  produce financial statements which present fairly the financial
     condition,  results of operations and cash flows for the respective periods
     being  presented.  Moreover,  the evaluation did not reveal any significant
     deficiencies  or  material  weaknesses  in  our  disclosure  controls  and
     procedures.

(b)  There have been no significant changes in our internal controls or in other
     factors  that  could  significantly  affect  these  controls since the last
     evaluation.

Item  2.  Description  of  Property.

We  do  not  own any property nor do we have any contracts or options to acquire
any  property  in the future. Between January and May 2002, we operated from the
residence  of  our  president  while  we  were  awaiting  readiness  of  our new
headquarters.  In  2003,  we  moved into our new offices located at 301C Verbena
Street,  Charlotte,  North  Carolina 28217. We occupy approximately 1,000 square
feet  for  which  we pay no rent per month as the landlord is allowing us to use
the space gratuitously. We believe this space to be adequate for our present and
forecasted  levels  of  operations.

We  have  no  policy  with respect to investments in real estate or interests in
real  estate.

Item  3.  Legal  Proceedings.

At  December  31,  2003,  the Company faced two lawsuits filed by a vendor and a
consultant.  The  vendor  suit  is  for  an  alleged illegal fax blast and seeks
$7,500  in  damages.  It is the Company's position that it did not cause the fax
blast  at  issue  and should not be legally responsible for it.  The Company has
been  successful  in  settling  this  lawsuit, originally brought in the Circuit
Court  for St. Louis County, Missouri, for $1,550.  The consultant suit is for a
claim  brought  in  Superior  Court  for Mecklenburg County, North Carolina, for
approximately  $18,000  in  unpaid  fees.  It is the Company's position that the
consultant  did  not  perform  the  required  services and that the Company will
counter  sue  should  the  suit  continue. The Company has not accrued for these
lawsuits  filed  and  the unfavorable outcome of the lawsuits, in the opinion of
management and legal counsel, are remote under Statement of Financial Accounting
Standards  No.  5.

Our  officer, Kevin G. Kyzer, individually, and the Company, were the subject of
a  judgment  for $70,102.74 as of June 23, 2003, plus interest at the rate of 8%
until  paid  in full, against them during the year ended December 31, 2003. This
was  for  non-payment  of  a  loan  and was filed in Superior Court, Mecklenburg
County, North Carolina. The loan in question was made to the Company, and not to
Mr.  Kyzer,  and so the default judgment against Mr. Kyzer will be challenged at
the  appropriate  point  in  time.

In  addition, we are not aware of any pending or threatened legal proceedings in
which  entities affiliated with our officers, directors or beneficial owners are
involved.

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

None

PART  II

Item  5.  Market  for  Common  Equity  and  Related  Stockholder  Matters.

Our  stock  is  qualified  for  quotation on the over the counter bulletin board
under  the  symbol  "TLGY",  formerly  "TGYC"  in  2003.

During  the  2002  through 2003 period, the Company's common stock traded on the
Over-the-Counter  Bulletin  Board.  The range of high and low bid quotations for
the  Common  Stock  for  the  two  most  recently completed fiscal years and the
current  fiscal  year are provided below. The volume of trading in the Company's
Common  Stock  has  been  limited  and  the  bid  prices  as reported may not be
indicative  of  the  value  of the Common Stock or of the existence of an active
trading  market.  These  over-the-counter market quotations were provided by the
Over-the-Counter  Bulletin  Board  and  may  not  necessarily  represent  actual
transactions;  they  reflect inter-dealer prices without retail markup, markdown
or  commissions.

                                        High  Bid           Low  Bid
                                        ---------           --------

2002  Fiscal  Year
------------------
First  Quarter  (1)                       $   NA             $   NA
Second  Quarter  (1)                      $   NA             $   NA
Third  Quarter  (1)                       $   NA             $   NA
Fourth  Quarter  (2)                      $ 5.00             $ 4.00


                                        High  Bid           Low  Bid
                                        ---------           --------

2003  Fiscal  Year
------------------
First  Quarter  (2)                       $ 0.42             $ 0.30
Second  Quarter  (2)                      $ 0.66             $ 0.24
Third  Quarter  (2)                       $ 0.64             $ 0.16
Fourth  Quarter  (2)                      $ 0.80             $ 0.40

(1)  Trading  on  the  OTC  Bulletin  Board  was  first  reported  on  12/09/02.
(2)  Adjusted  to reflect a 1:20 reverse stock split for holders of record as of
     12/31/03.

Holders

The  number  of  recorded  holders of the Company's common stock as of April 20,
2004  is  approximately  46.

Penny  Stock  Considerations

Our  shares  will  be  "penny  stocks"  as that term is generally defined in the
Securities  Exchange  Act of 1934 to mean equity securities with a price of less
than  $5.00. Our shares thus will be subject to rules that impose sales practice
and disclosure requirements on broker-dealers who engage in certain transactions
involving  a  penny  stock.  Under  the penny stock regulations, a broker-dealer
selling a penny stock to anyone other than an established customer or accredited
investor  must  make a special suitability determination regarding the purchaser
and must receive the purchaser's written consent to the transaction prior to the
sale,  unless  the  broker-dealer  is otherwise exempt. Generally, an individual
with  a  net  worth  in excess of $1,000,000 or annual income exceeding $100,000
individually  or  $300,000  together  with  his  or  her spouse is considered an
accredited  investor.

In addition, under the penny stock regulations the broker-dealer is required to:

o    Deliver,  prior  to  any  transaction involving a penny stock, a disclosure
     schedule  prepared  by  the Securities and Exchange Commissions relating to
     the  penny  stock  market,  unless the broker- dealer or the transaction is
     otherwise  exempt;
o    Disclose  commissions  payable  to  the  broker-dealer  and  our registered
     representatives  and  current  bid and offer quotations for the securities;
o    Send  monthly  statements disclosing recent price information pertaining to
     the  penny  stock  held  in  a  customer's account, the account's value and
     information  regarding  the  limited  market  in  penny  stocks;  and
o    Make  a  special  written  determination that the penny stock is a suitable
     investment  for the purchaser and receive the purchaser's written agreement
     to  the transaction, prior to conducting any penny stock transaction in the
     customer's  account.

Because of these regulations, broker-dealers may encounter difficulties in their
attempt  to  sell  shares  of  our common stock, which may affect the ability of
selling  shareholders  or  other  holders  to sell their shares in the secondary
market  and  have  the  effect  of reducing the level of trading activity in the
secondary  market.  These  additional sales practice and disclosure requirements
could  impede  the  sale  of  our securities. In addition, the liquidity for our
securities  may  be decreased, with a corresponding decrease in the price of our
securities.  Our  shares  in all probability will be subject to such penny stock
rules  and  our  shareholders will, in all likelihood, find it difficult to sell
their  securities.

Dividends

We  have not declared any cash dividends on our common stock since our inception
and  do  not anticipate paying such dividends in the foreseeable future. We plan
to  retain  any  future  earnings  for  use in our business. Any decisions as to
future  payments of dividends will depend on our earnings and financial position
and  such  other  facts  as  the  board  of  directors  deems  relevant.

Dividend  Policy

All  shares  of  common  stock  are  entitled  to  participate proportionally in
dividends  if  our  Board  of  Directors  declares them out of the funds legally
available. These dividends may be paid in cash, property or additional shares of
common  stock.  We have not paid any dividends since our inception and presently
anticipate  that  all  earnings, if any, will be retained for development of our
business.  Any  future  dividends  will  be  at  the  discretion of our Board of
Directors  and  will  depend  upon,  among  other  things,  our future earnings,
operating  and  financial  condition,  capital  requirements, and other factors.

Item  6.  Management's  Discussion  and  Analysis  or  Plan  of  Operation.

SPECIAL  INFORMATION  REGARDING  FORWARD  LOOKING  STATEMENTS

Some  of  the  statements  in this Form 10K-SB are "forward-looking statements."
These  forward-looking  statements  involve  certain  known  and  unknown risks,
uncertainties  and other factors which may cause our actual results, performance
or  achievements to be materially different from any future results, performance
or  achievements expressed or implied by these forward-looking statements. These
factors include, among others, the factors set forth above under "Risk Factors."
The  words  "believe,"  "expect,"  "anticipate,"  "intend,"  "plan," and similar
expressions  identify  forward-looking  statements.  We caution you not to place
undue  reliance  on these forward-looking statements. We undertake no obligation
to  update and revise any forward-looking statements or to publicly announce the
result  of  any  revisions  to  any  of  the  forward-looking statements in this
document  to  reflect  any  future  or  developments.

Overview
--------

We  were  incorporated  in  North  Carolina  on  May  23, 2001, to engage in the
business of installing structured wiring capacities into newly constructed homes
and  retrofitting  existing homes with the same integrated technology components
and  systems.  Such  integrated technology and systems include security systems,
Internet  technology,  satellite  television  delivery  systems,  indoor/outdoor
lighting,  solar  energy  systems  and  entertainment/communication  technology.

Our  executive  offices  are  located  at  301C Verbena Street, Charlotte, North
Carolina  28217. Our telephone number is (704) 400-9042. We currently have three
employees.  We  are  authorized  to  issue common and preferred stock. Our total
authorized  common  stock  consists  of  100,000,000 shares, with a par value of
$.001  per  share,  of  which  2,152,893  shares are issued and outstanding. Our
total  authorized  preferred  stock  consists of 5,000,000  shares,  with  a par
value  of  $.001  per  share,  of  which no shares are issued  and  outstanding.

RESULTS  OF  OPERATIONS
-----------------------

For  the  12  months  ended  December  31,  2003.

Sales.

Sales  consisted  primarily  of  setup  and  installation  of  the  following:

     Security  systems
     Outdoor  landscape  lighting
     Audio  systems
     Central  home  wiring  centers
     Video  and  monitoring  systems
     Home  theater  installation
     Computer  networks
     Central  vacuum  systems
     Indoor  lighting
     Home  automation  systems,  including  remote  appliance  capabilities

All  revenues were from unrelated third parties and were made primarily from new
home  buyers.

December  31,  2003  vs.  December  31,  2002

Revenues decreased from $276,445 in 2002 to $44,665 in 2003 due to a decrease in
our  relationships  with  new  home  builders and weaker operating efficiencies.

Cost  of  Revenues  decreased  from  $248,646  in 2002 to $16,166 in 2003 due to
decreased  sales  in  2003.

Gross  Profit  increased  from  $27,799 in 2002 to $28,499 in 2003 due to better
pricing  resulting  from  volume  purchasing  from  suppliers.

Operating  Expenses:

Interest  expense  decreased  from $46,410 in 2002 to $26,220 in 2003 due to the
$206,480  forgiveness  of  shareholder  loans  in  2003.

Total operating expenses decreased from $707,165 in 2002 to $304,723 in 2003 due
primarily to decreased costs associated with common shares issued to consultants
in  2003  compared  to  2002.  Operating  expenses  also  consists  primarily of
salaries,  general  overhead,  and  technical  personnel.  We  anticipate  that
Operating  Expenses  will  continue  to  decrease  as  business  decreases.

Basic  EPS equals diluted EPS because of the net loss above. Preferred stock had
no  effect  on  the  calculation  of  EPS.

Plan  of  operations:

We  plan  to  conduct a minimum of $50,000 in research in the development of our
sales  and  operations  procedures during the next 12 months, provided the funds
are  available. In addition, one aspect of our strategy to grow is to expand the
scope  of  our  operations  by  acquiring  other  businesses  in  audio/video
entertainment  technology  related  industries, such as providers of low voltage
services and products. We believe that our public company status will make us an
attractive  buyer  to  certain  entertainment  technology  related  acquisition
candidates  in  this  area.  We have not developed any acquisition discipline or
criteria  to  evaluate  acquisition  opportunities. Accordingly, any acquisition
candidate that is selected may be a financially unstable company or an entity in
an  early stage of development or growth, including entities without established
records  of  sales  or  earnings.

Liquidity  and  Capital  Resources

Cash flows used in operations was $109,786 for the year ended December 31, 2003,
and  $94,250  for  the  year ended December 31, 2002. The use of cash flows from
operating  activities  for  the  years  ended  December  31,  2003  and 2002 are
primarily  attributable  to losses from operations, partially offset by non-cash
expenses,  such  as  common  stock  issued  for  services.

Cash  flows  used  in investing activities were $-0- for the year ended December
31,  2003  and  $53,759 for the same period in 2002. Cash used in investing were
solely  attributable  to  $53,759  in  equipment purchases during 2003 and 2002.

Cash  flows  provided by financing activities were $105,711 and $151,276 for the
years ended December 31, 2003 and 2002, respectively. The positive cash flows in
2003 and 2002 were primarily due to the $61,000 equity placement of common stock
sold  during  2002  and proceeds from a shareholder loan made by our officer and
director  of  $113,125  and  $61,468  in  2003  and  2002,  respectively.

We  have  funded  our cash needs from inception through December 31, 2003 with a
series  of  debt  and  equity  transactions,  including  private  placements.

We  have  suffered  recurring  losses  and have yet to generate an internal cash
flow.  We  project that current and projected revenues and capital reserves will
sustain it for six months. If the projected revenues of these sources fall short
of  needed capital because of a decrease in demand for the company's services as
well  as other factors, we may not be able to sustain its capital needs for more
than  six  months. We will then need to obtain additional capital through equity
or  debt  financing  to  sustain  operations  for  an additional year. A lack of
significant  revenues  beginning  in  the  first  two  quarters  of  2004  will
significantly affect the cash position of us. Additional funds through equity or
debt  financing  will  be  necessary.

On  a  long-term  basis, liquidity is dependent on continuation and expansion of
operations,  receipt  of  revenues,  additional  infusions  of  capital and debt
financing.  We  are considering launching a wide scale marketing and advertising
campaign.  Our  current  capital  and revenues are not sufficient to fund such a
campaign.  If  we choose to launch such a campaign it well require substantially
more  capital. If necessary, we plan to raise this capital through an additional
follow-on  stock  offering.  The funds raised from this offering will be used to
develop  and execute the marketing and advertising strategy that may include the
use of television, radio, print and Internet advertising. However, we may not be
able  to obtain additional equity or debt financing in the future, if at all. If
we  are  unable  to  raise  additional  capital,  the  growth  potential will be
adversely  affected.  Additionally,  we  will  have  to significantly modify its
plans.

Critical  Accounting  Policies  (FR-60)

Revenue  recognition is a critical accounting policy of ours since it represents
the  majority  of  our  entire financial statements taken as a whole. It is also
important in light of the Staff Accounting Bulletins published by the Securities
and  Exchange  Commission  the  past  few  years.

Income  Taxes

Income  taxes  are provided in accordance with Statement of Financial Accounting
Standards  No. 109 (SFAS No. 109), "Accounting for Income Taxes." A deferred tax
asset  or  liability is recorded for all temporary differences between financial
and  tax  reporting  and  net  operating  loss-carry  forwards.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that, some portion or all of the deferred
tax asset will not be realized. Deferred tax assets and liabilities are adjusted
for  the  effect  of  changes  in  tax  laws and rates on the date of enactment.

Recent  Sales  of  Unregistered  Securities

During  the  quarter  ending  December  31, 2003, we did not issue any common or
preferred  shares.

Item  7.  Financial  Statements.


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



To  the  Board  of  Directors  and  Shareholders  of
  Technology  Connections,  Inc.

We  have  audited the accompanying balance sheet of Technology Connections, Inc.
as  of  December  31,  2003,  and  the  related  statements  of  operations  and
stockholders'  deficit  and cash flows for the years ended December 31, 2003 and
2002.  These  financial  statements  are  the  responsibility  of  the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements  are free from material misstatement. An audit includes examining, on
a  test  basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all material respects, the financial position of Technology Connections, Inc. as
of  December  31, 2003, and the results of its operations and its cash flows for
the  year  ended  December  31,  2003  and  2002  in  conformity with accounting
principles  generally  accepted  in  the  United  States  of  America.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed  in  Note  C, notes to the
financial  statements,  the  Company has experienced losses from operations, has
yet  to  generate  an  internal  cash  flow, has negative working capital, has a
stockholders'  deficit  and  has  outstanding  and delinquent payables including
payroll  taxes as of December 31, 2003, which raises substantial doubt about the
Company's  ability to continue as a going concern.  Management's plans in regard
to  these  matters  are  described  in  Note C.  The financial statements do not
include  any  adjustments  that might result from the outcome of these risks and
uncertainties.


/s/  Perrella  &  Associates,  P.A.
-----------------------------------
Perrella  &  Associates,  P.A.

Pompano  Beach,  Florida
April  12,  2004



<TABLE>
<CAPTION>

                          TECHNOLOGY CONNECTIONS, INC.
                                  BALANCE SHEET
                                DECEMBER 31, 2003
================================================================================
<S>                                                               <C>

                                     ASSETS

                                                                       2003
                                                                  --------------


CURRENT ASSETS
   Cash and Cash Equivalents                                      $          382
   Inventory                                                               3,000
   Accounts Receivable, net of allowance for doubtful
     accounts of $31,564                                                   7,434
                                                                  --------------
      TOTAL CURRENT ASSETS                                                10,816
                                                                  --------------

PROPERTY AND EQUIPMENT
   Property and Equipment                                                 33,787
   Accumulated Depreciation                                               (9,467)
                                                                  --------------
      Net Property and Equipment                                          24,320
                                                                  --------------

      TOTAL ASSETS                                                $       35,136
                                                                  ==============


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
   Accounts Payable and Accrued Expenses                          $      202,428
   Notes Payable                                                          67,400
                                                                  --------------
      TOTAL CURRENT LIABILITIES                                          269,828
                                                                  --------------


STOCKHOLDERS' DEFICIT
   Preferred Stock ($.001 par value, 5,000,000 authorized:
     none issued and outstanding)                                              -
   Common Stock ($.001 par value, 100,000,000 shares authorized:
     1,347,893 shares issued and outstanding)
                                                                           1,348
   Additional Paid-in-Capital                                            792,180
   Accumulated Deficit                                                (1,028,220)
                                                                  --------------
      TOTAL STOCKHOLDERS' DEFICIT                                       (234,692)
                                                                  --------------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                 $       35,136
                                                                  ==============


    The accompanying notes are an integral part of the financial statements

</TABLE>


<TABLE>
<CAPTION>

                          TECHNOLOGY CONNECTIONS, INC.
                            STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
================================================================================


                                                      2003               2002
                                                   ----------         ----------
<S>                                                <C>                <C>

SALES AND COST OF SALES:
   Sales                                           $   44,665         $  276,445
   Cost of Sales                                       16,166            248,646
                                                   ----------         ----------
      Gross Profit                                     28,499             27,799
                                                   ----------         ----------

OPERATING EXPENSES:
   Selling, general and administrative                 41,267            268,595
   Consulting fees                                    263,456            438,570
                                                   ----------         ----------
                                                      304,723            707,165
                                                   ----------         ----------

      OPERATING LOSS                                 (276,224)          (679,366)

OTHER EXPENSE:
   Interest Expense                                    26,220             46,410
                                                   ----------         ----------


      NET LOSS                                     $ (302,444)        $ (725,776)
                                                   ==========         ==========

   Net Loss Per Common Share
     Basic & Fully Diluted                         $    (0.23)        $    (0.65)
                                                   ==========         ==========

   Weighted Average Common Shares Outstanding
     - Basic and Fully Diluted                      1,302,900          1,125,200
                                                   ==========         ==========




    The accompanying notes are an integral part of the financial statements

</TABLE>



<TABLE>
<CAPTION>

                                              TECHNOLOGY CONNECTIONS, INC.
                                    STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                                    FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
==========================================================================================================================
<S>                                <C>         <C>         <C>       <C>         <C>          <C>                <C>

                                   Preferred   Preferred    Common   Common      Additional   Accumulated          Total
                                   Shares      Shares       Shares   Stock       Paid-in      Deficit
                                               $.001 Par             $.001 Par   Capital
                                   ---------   ---------   --------  ---------   ----------   -----------        ---------

Balances, January 1, 2002                  -   $       -    992,500  $     993   $   61,007   $  (206,382)       $(144,382)

Reclassification of Subchapter S
corporation accumulated losses             -           -          -          -     (206,382)      206,382                -

Issuances of common stock for services     -           -    254,443        254      469,176             -          469,430

Issuances of common stock for cash         -           -     10,950         11       60,989             -           61,000

   Net loss                                -           -          -          -            -      (725,776)        (725,776)
                                   ---------   ---------   --------  ---------   ----------   -----------        ---------

Balances, January 1, 2003                  -   $       -  1,257,893  $   1,258   $  384,790   $  (725,776)       $(339,728)

Issuances of common stock for services     -           -     90,000         90      200,910             -          201,000

Foregiveness of stockholders' loans        -           -          -          -      206,480             -          206,480

Net loss                                   -           -          -          -            -      (302,444)        (302,444)
                                   ---------   ---------   --------  ---------   ----------   -----------        ---------

Balances, December 31, 2003                -   $       -  1,347,893  $   1,348   $  792,180   $(1,028,220)       $(234,692)
                                   =========   =========   ========  =========   ==========   ===========        =========


    The accompanying notes are an integral part of the financial statements

</TABLE>



<TABLE>
<CAPTION>

                          TECHNOLOGY CONNECTIONS, INC.
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
================================================================================


                                                      2003               2002
                                                   ----------         ----------
<S>                                                <C>                <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                        $ (302,444)        $ (725,776)
   Adjustments to reconcile net loss to net
   cash used in operating activities:
      Depreciation                                      7,363              6,136
      Stock issued for services                       201,000            469,430
      Loss on disposal of vehicle, net                    363                  -
      Forgiveness of interest on Loans
        from Stockholders                              12,947                  -
      Noncash interest on Loans from Stockholders           -              4,601
     (Increase) decrease in operating assets:
         Accounts receivable                           (3,638)            35,728
         Inventory                                      3,411             (6,411)
      Increase (decrease) in operating liabilities:
         Accounts payable and accrued expenses        (28,788)           122,042
                                                   ----------         ----------

         NET CASH USED IN OPERATING ACTIVITIES       (109,786)           (94,250)
                                                   ----------         ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                      -            (53,759)
                                                   ----------         ----------

         NET CASH USED IN INVESTING ACTIVITIES              -            (53,759)
                                                   ----------         ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from sales of common stock                      -             61,000
   Proceeds from stockholder loans                    113,125             61,468
   Repayments of stockholders loans                    (6,754)           (13,488)
   Borrowings on notes payable                          2,400             50,357
   Repayments of notes payable                         (3,060)            (8,061)
                                                   ----------         ----------

         NET CASH PROVIDED BY FINANCING ACTIVITIES    105,711            151,276
                                                   ----------         ----------

         NET INCREASE (DECREASE) IN CASH AND
         CASH EQUIVALENTS                              (4,075)             3,267

CASH AND CASH EQUIVALENTS:
   Beginning of period                                  4,457              1,190

   End of period                                   $      382         $    4,457
                                                   ==========         ==========

SUPPLEMENTAL CASH FLOW INFORMATION:
   Cash paid during the year for interest          $      161         $   19,712
   Decrease in note payable bank due
     to repossessed vehicle                        $   30,158         $        -


    The accompanying notes are an integral part of the financial statements

</TABLE>



                          TECHNOLOGY CONNECTIONS, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


NOTE  A  -  NATURE  OF  THE  BUSINESS
-------------------------------------

THE  ORGANIZATION  AND OPERATIONS - Technology Connections, Inc. (the "Company")
was  organized  under  the  laws of the State of North Carolina on May 18, 2001.

The  Company  provides  technical equipment installation and structured security
wiring  capacities  for  homes  and  offices.  The Company's sales are performed
primarily  under  fixed  price  contracts  and  individual  orders  that vary in
completion  time,  generally  less  than  two  weeks.

NOTE  B  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
----------------------------------------------------------

CASH  AND  CASH  EQUIVALENTS  - For purposes of the Statement of Cash Flows, the
Company  considers  liquid investments with an original maturity of three months
or  less  to  be  cash  equivalents.

INVENTORY  -  Inventory  is  valued  at  the  lower  of cost (which approximates
computation  on  a  first-in first out basis) or market (net realizable value or
replacement  cost).  Inventory  consists  of  finished  goods  and  installation
supplies.

PROPERTY AND EQUIPMENT - Property and equipment are stated at cost.  Fixed asset
additions  are  capitalized,  while  repair and maintenance costs are charged to
operations  as  incurred.  Depreciation  is provided utilizing the straight-line
method  over  the estimated useful lives of the related assets, which range from
five  to  seven  years.

IMPAIRMENT  OF  LONG-LIVED  ASSETS - The Company evaluates the recoverability of
its  property  and  equipment  and  other assets in accordance with Statement of
Financial  Accounting  Standards  No.144,  "Accounting  for  the  Impairment  or
Disposal  of  Long-Lived  Assets"("SFAS 144").  SFAS 144 requires recognition of
impairment  of  long-lived assets in the event the net book value of such assets
exceeds the estimated future undiscounted cash flows attributable to such assets
or  the  business  to  which such assets relate.  SFAS 144 excludes goodwill and
intangible  assets.  When  an  asset  exceeds  its  expected  cash  flows, it is
considered to be impaired and is written down to fair value, which is determined
based  on  either  discounted  future  cash  flows  or  appraised  values.  The
provisions  of SFAS 144 are effective for financial statements issued for fiscal
years  beginning  after December 15, 2001.  The Company adopted the statement on
January 1, 2002.  No impairments were recognized during the years ended December
31,  2003  and  2002.

REVENUE  RECOGNITION - The Company obtains written purchase orders and contracts
from its customers for its products and services. Revenue is recognized when the
related  service  revenue  is  complete,  provided  collection  of  the  related
receivable  is  reasonably  assured.  The  Company  performs  ongoing  credit
evaluations of its customers and establishes a reserve for those accounts deemed
uncollectible.  Bad  debt  expense  is  $0  for  2003  and  $31,564  for  2002.

NOTE  B  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)
-----------------------------------------------------------------------

ADVERTISING  COSTS - Advertising costs are expensed as incurred. The Company has
not  incurred  any  direct-response  advertising  costs  from  inception.

INCOME  TAXES  - The Company elected to be an "S" Corporation under the Internal
Revenue  Code  until  January 1, 2002, the Company terminated its' S corporation
election  with  the  intent  to  offer its shares in an initial public offering.
Prior  to  this  date  all  taxable  income  or  losses  flowed  through  to the
stockholders.

As  of  January  1,  2002  the  Company  accounts  for income taxes according to
Statement  of  Financial  Accounting  Standard  No.  109  "Accounting for Income
Taxes",  which  requires an asset and liability approach to financial accounting
and  reporting for income taxes.  Deferred income tax assets and liabilities are
computed  annually for differences between the financial and tax basis of assets
and liabilities that will result in taxable or deductible amounts in the future,
based  on  enacted  tax  laws  and  rates applicable to the periods in which the
differences  are  expected  to  affect  taxable income.  Deferred tax assets are
reduced  by a valuation allowance when, in the opinion of management, it is more
likely  than  not  that,  some  or  the  entire  deferred  tax asset will not be
realized.

LOSS  PER  SHARE  -  Statement  of Financial Accounting Standard ("SFAS") No.128
requires dual presentation of basic and diluted EPS with a reconciliation of the
numerator  and  denominator  of  the  EPS computations. Basic earnings per share
amounts are based on the weighted average shares of common stock outstanding. If
applicable, diluted earnings per share would assume the conversion, exercise, or
issuance of all potential common stock instruments such as options, warrants and
convertible  securities,  unless  the  effect  is  to  reduce a loss or increase
earnings  per  share.  Accordingly,  this  presentation has been adopted for the
years  presented.  There  were no adjustments required to net loss for the years
presented  in  the  computation  of  diluted  earnings  per  share.

MANAGEMENT'S  USE  OF  ESTIMATES  -  The  preparation of financial statements in
conformity  with  accounting  principles generally accepted in the United States
requires  management  to make estimates and assumptions that affect the reported
amounts  of  assets  and  liabilities,  disclosures  of  contingent  assets  and
liabilities  at  the  date  of  financial statements and the reported amounts of
revenues  and  expenses during the reporting period. Actual results could differ
from  those  estimates.

NOTE  B  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)
-----------------------------------------------------------------------

RECENT  ACCOUNTING  PRONOUNCEMENTS

In  April  of 2002, Statement of Financial Accounting Standards ("SFAS") No. 145
was  issued which rescinded SFAS Statements No. 4, 44 and 64, amended No. 13 and
contained technical corrections.  As a result of SFAS 145, gains and losses from
extinguishments  of  debt will be classified as extraordinary items only if they
meet  the  criteria  in APB Opinion No. 30, that they are unusual and infrequent
and  not  part of an entity's recurring operations.  The Company does not expect
SFAS No. 145 to have a material effect on its financial condition or cash flows.

In  July  2002,  the  FASB  issued  SFAS 146, which addresses significant issues
regarding  the  recognition,  measurement,  and  reporting  of  costs  that  are
associated with exit and disposal activities, including restructuring activities
that  are  currently  accounted  for  pursuant to the guidance that the Emerging
Issues  Task  Force  ("EITF")  has  set forth in EITF Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity  (Including  Certain  Costs  Incurred  in  a Restructuring)".  SFAS 146
revises  the  accounting  for  certain  lease  termination  costs  and  employee
termination  benefits,  which  are  generally  recognized  in  connection  with
restructuring  charges.  The  provisions  of  SFAS 146 are effective for exit or
disposal  activities  that  are  initiated  after  December  31,  2002.  The
implementation  of  the  pronouncement  did  not  have  a material effect on our
financial  condition  or  cash  flow.

In  January  2003, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation  No. 46, ("FIN 46') "Consolidation of Variable Interest Entities"
which  changes  the criteria by which one company includes another entity in its
consolidated financial statements. FIN 46 requires a variable interest entity to
be  consolidated  by  a  company if that company is subject to a majority of the
risk  of  loss  from  the  variable  interest entity's activities or entitled to
receive  a  majority of the entity's residual returns or both. The consolidation
requirements  of  FIN 46 apply immediately to variable interest entities created
after  January  31,  2003,  and apply in the first fiscal period beginning after
June 15, 2003, for variable interest entities created prior to February 1, 2003.
The  implementation  of  the pronouncement did not have a material effect on our
financial  condition  or  cash  flows.

In May 2003, the FASE issued Statement of Financial Accounting Standard ("SFAS")
No.  150,  'Accounting for Certain Financial Instruments with Characteristics of
both  Liabilities  and  Equity'.  The  SFAS  No.150  improves the accounting for
certain  financial  instruments  that,  under  previous  guidance, issuers could
account  for  as  equity  and  requires  that those instruments be classified as
liabilities in statements of financial position. In addition to its requirements
for  the  classification  and measurement of financial instruments in its scope,
SFAS  No.  150  also requires disclosures about alternative ways of settling the
instruments  and

NOTE  B  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)
-----------------------------------------------------------------------

the capital structure of entities, all of whose shares are mandatory redeemable.
Most  of the guidance in SFAS No. 150 is effective for all financial instruments
entered  into  or modified after May 31, 2003, and otherwise is effective at the
beginning  of  the  first interim period beginning after September 15, 2003. The
implementation  of  the  pronouncement  did  not  have  a material effect on our
financial  condition  or  cash  flows.

NOTE  C  -  LIQUIDITY  AND  GOING  CONCERN
------------------------------------------

The  Company  has  experienced  losses  from operations of $302,444 and $725,776
during  the  years  ended  December  31, 2003 and 2002, respectively, has yet to
generate  an  internal  cash  flow,  has  negative  working  capital,  has  a
stockholders'  deficit  and  has  outstanding  and delinquent payables including
payroll  taxes  as  of  December 31, 2003. These factors raise substantial doubt
about  the  Company's  ability  to  continue  as  a going concern. The Company's
continued  existence  is  dependent  upon  its  ability to resolve its liquidity
problems,  principally  by  obtaining  equity  funding,  increasing  sales  and
achieving  profitable  operations.  In  regard  to  management's  plans in these
matters,  the Company entered into a "Merger Agreement" dated February 19, 2004,
whereby  the  Company  is  expected  that  its operations will become a business
segment  in  the  merged entity and that certain liabilities will be paid by the
merged  entity  (See  Note  J  Subsequent  Events).

The  eventual outcome, however, of management's plans cannot be ascertained with
any  degree  of certainty.  The accompanying financial statements do not include
any  adjustments  that  might  result  from  the  outcome  of  these  risks  and
uncertainties.


NOTE  D  -  PROPERTY  AND  EQUIPMENT
------------------------------------

Property  and  equipment  consisted  of  the  following as of December 31, 2003:

          Office  furniture                  $       619
          Office  equipment                       33,168
          Accumulated  depreciation               (9,467)
                                             -----------

          Net  property  and  equipment      $    24,320
                                             ===========

Depreciation  expense  for the years ended December 31, 2003 and 2002 was $7,363
and  $6,136  respectively.

NOTE  E  -  ACCOUNTS  PAYABLE  AND  ACCRUED  EXPENSES
-----------------------------------------------------

Accounts  payable  and accrued expenses consist of the following on December 31,
2003:

          Accounts  payable                  $   137,692
          Withholding  taxes  payable             51,297
          Accrued  interest                       13,439
                                             -----------

                                             $   202,428
                                             ===========

NOTE  F  -  NOTES  PAYABLE
--------------------------

Notes  payable  at  December  31,  2003  includes  an unsecured note payable for
$50,000 to an unrelated individual dated April 12, 2001. The note bears interest
at the rate of 10% per annum and is due April 2004.  As of December 31, 2003 the
note  has  accumulated  accrued  interest of $12,395 that is included in accrued
expenses.

The  second note is an unsecured non-interest bearing note payable due on demand
from  an unrelated individual dated December 23, 2002.  The Company has received
various  advances  on  the  note  and  at December 31, 2003, the note balance is
$17,400  with  imputed  interest  of  $1,044  included  in  accrued  expenses.

On June 12, 2002, the Company purchased a vehicle that is secured with a note in
the  amount of $34,151 at 4.9% interest per annum payable over 60 months through
July  12, 2007.  During 2003, the Company returned the vehicle to the lender and
was  later  sold  at  auction  for  a  net  loss  to  the  Company  of  $363.

NOTE  G  -  EQUITY
------------------

On  January  16,  2002, the Company's Board of Directors amended its articles of
incorporation  to  increase the amount of authorized common stock to 100,000,000
shares,  change  its common stock par value to $.001 per share, and authorized a
20,000  for  1  stock split on the common stock. All per share amounts have been
restated  retroactive.  In addition, the Board of Directors authorized 5,000,000
shares  of  preferred  stock  to  be  issued.

In  February 2002, the Company issued 10,950 shares of commons stock for $61,000
to  accredited  investors  in  a  private  placement.

NOTE  G  -  EQUITY  (CONTINUED)
-------------------------------

During  the  year  ended  December  31,  2002, the Company issued 247,500 common
shares,  valued at $400,000, as payment for professional services related in the
initial  public  offering  and  6,943  common  shares,  valued  at  $69,430  to
subcontractors  for services rendered.  The stock was expensed as the fair value
for  2002  services.

In  January  and February 2003, The Company issued 90,000 shares of common stock
at  a  fair  value  of  $201,000,  as  payment  for  consulting and professional
services.  The  stock  was  valued expensed as the fair value for 2003 services.

On  April  1,  2003,  the Company's Board of Directors approved a one-for-twenty
reverse  stock split of the Company's common stock. As of the record date, there
were 26,957,860 shares of common stock outstanding. Each twenty shares of common
stock  were  converted  into  one  share,  resulting  in 1,347,893 common shares
outstanding  at  December  31,  2003.

The  loans  payable  to  stockholders at December 31, 2003 and 2002 consisted of
unsecured  notes payable to the Company's President and majority stockholder and
its Vice President. As of December 31, 2003, the amounts due on these loans were
$206,480  and  included  accrued  interest  of  $12,947. In contemplation of the
impending merger (see Note J), the shareholders agreed to forgive their loans to
the Company as of December 31, 2003 whereby the loan balances are transferred to
equity  as  additional  paid-in-capital.

NOTE  H  -  INCOME  TAXES
-------------------------

The Company has approximately $703,000 of federal and state net operating losses
available  that  expire  in  various  years  through  the  year  2018.

Due  to  operating  losses,  there  is no provision for current federal or state
income  taxes  for  the  years  ended  December  31,  2003  and  2002.

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes  and  the  amount  used  for  federal  and  state  income tax purposes.

The  Company's deferred tax asset at December 31, 2003 consists of net operating
loss  carry  forwards  calculated  using  federal  and state effective tax rates
equating  to  approximately $118,000 less a valuation allowance in the amount of
approximately  $118,000.  Because of the Company's lack of earnings history, the
deferred  tax  asset  has  been  fully  offset  by  a  valuation  allowance.

NOTE  H  -  INCOME  TAXES  (CONTINUED)
--------------------------------------

The  Company's  total  deferred tax asset as of December 31, 2003 is as follows:

     Net  operating  loss  carry  forwards   $   118,000
     Valuation  allowance                       (118,000)
                                             -----------
        Net  deferred  tax  asset            $        --
                                             ===========

The  reconciliation of income taxes computed at the federal statutory income tax
rate  to total income taxes for the years ended December 31, 2003 and 2002 is as
follows:

                                                              2003        2002
                                                              ----        ----
     Income tax computed at the federal statutory rate         34%         34%
     State  income  taxes,  net  of  federal  tax  benefit      5%          5%
                                                              ----        ----
                                                               39%         39%
Less  Valuation  allowance                                    (39%)       (39%)
                                                              ----        ----
Total  deferred  tax  asset                                     0%          0%
                                                              ====        ====

NOTE  I  -  COMMITMENTS  AND  CONTINGENCIES
-------------------------------------------

On  April 15, 2002, the Company entered into a lease agreement for its executive
offices  under  a non-cancelable operating lease that expires on April 30, 2007.
Rent  expense  for  the  years ended December 31, 2003 and 2002, was $10,685 and
$29,120,  respectively.  During 2003, the Company defaulted on the lease and the
Lessor  waived  the  collection  of  past rent in the amount of $22,748 and took
possession  of  the  property.

The  Company is currently occupying space at 301C Verbena Street on a gratuitous
basis.

At  December  31,  2003,  the Company faces two lawsuits filed by a vendor and a
consultant.  The  vendor  suit  is  for  an  alleged illegal fax blast and seeks
damages  in the amount of $7,500. The action was brought in Circuit Court in St.
Louis  County,  Missouri,  and  Company  has  taken  the position that it is not
responsible  for  the  fax  blast,  and,  it  settled  the claim for $1,550. The
consultant  suit  was  brought  in  Superior  Court,  Mecklenburg  County, North
Carolina, and is for a claim of approximately $18,000 in unpaid fees.  It is the
Company's  position  that the consultant did not perform their required services
and  that the Company will counter sue should the suit continue. The Company has
not  accrued  for  these  lawsuits  filed  and  the  unfavorable  outcome of the
lawsuits,  in  the  opinion  of  management  and legal counsel, are remote under
Statement  of  Financial  Accounting  Standards  No.  5.

NOTE  J  -  SUBSEQUENT  EVENTS
------------------------------

During  January,  February  and March 2004, the Company issued 805,008 shares of
common  stock  to  various  consultants  for  services.

On  February 19, 2004, the Company executed an Agreement and Plan of Merger (the
"Merger  Agreement"), pursuant to which an unrelated company will merge with and
into the Company, with the unrelated company's stockholders receiving 27,288,732
shares  of  common  stock and 1,000,000 shares of Class A Convertible Preferred.
The  Company's  stock will be exchanged for the shares of the unrelated company.
In  addition,  pursuant  to  this  agreement,  the  Company agreed to change its
corporate name from "Technology Connections, Inc." to "HouseRaising, Inc." prior
to  the closing. The merger closing will be on the second business day following
satisfaction  or  waiver  of all conditions to the obligations of the Parties as
stated in the Merger Agreement. As of April 12, 2004, the merger has not closed.

The  Company's  accounts  payable  and  notes  payable  to  vendors,  lessors,
subcontractors,  governmental  entities  and  other  creditors  shall not exceed
$200,000  that  is  to be paid by the merged entity and that certain liabilities
will  be  paid  by  the  merged  entity.

The  shares  of  Class  A  Convertible  Preferred Stock issued in the Merger are
convertible  into  ten  (10)  shares  of fully paid and non-assessable shares of
common  stock  five  (5) years after the date of issuance, and they have a class
vote  to  approve  or  disapprove  any  merger,  sale  of assets, combination or
reorganization  involving  the  Company,  or  other  fundamental  corporate
transaction  involving  the  Company.  In  addition,  each  share  of  Class  A
Convertible  Preferred  Stock issued in the Merger is entitled to ten (10) votes
per  share  on all matters on which the common stock votes on upon issuance. The
Company's  Board  of  Directors  agreed  to take action to designate the Class A
Convertible  Preferred  Stock  under  North Carolina law between the signing and
closing  of  the  Merger.

On January 27, 2004, the Company adopted a non-qualified stock compensation plan
to  register  400,000  shares  of  its  common  stock  for the offer and sale to
employees,  directors,  officers,  consultants,  advisors  and  other  persons
associated with the Company.  The common stock is not subject to any restriction
on  transferability.

Item  8.  Changes  In  and  Disagreements  With  Accountants  on  Accounting and
          Financial  Disclosure.

None

ITEM 8a.  Controls  and  Procedures

Quarterly  Evaluation  of Controls.  As of the end of the period covered by this
annual  report  on Form 10-KSB, we evaluated the effectiveness of the design and
operation of (i) our disclosure controls and procedures ("Disclosure Controls"),
and  (ii)  our  internal control over financial reporting ("Internal Controls").
This  evaluation  ("Evaluation")  was  performed  by  our  President  and  Chief
Executive Officer, Kevin G. Kyzer ("CEO"), and by Kevin G. Kyzer who is also our
Chief  Financial Officer ("CFO"). In this section, we present the conclusions of
our  CEO and CFO based on and as of the date of the Evaluation, (i) with respect
to  the  effectiveness  of our Disclosure Controls, and (ii) with respect to any
change  in  our  Internal  Controls  that occurred during the most recent fiscal
quarter  that  has  materially  affected,  or is reasonably likely to materially
affect  our  Internal  Controls.

CEO  and  CFO  Certifications.  Attached to this annual report, as Exhibits 31.1
and  31.2,  are certain certifications of the CEO and CFO, which are required in
accordance  with  the  Exchange Act and the Commission's rules implementing such
section  (the  "Rule  13a-14(a)/15d-14(a)  Certifications"). This section of the
annual  report contains the information concerning the Evaluation referred to in
the  Rule 13a-14(a)/15d-14(a) Certifications. This information should be read in
conjunction with the Rule 13a-14(a)/15d-14(a) Certifications for a more complete
understanding  of  the  topic  presented.

Disclosure  Controls  and  Internal Controls. Disclosure Controls are procedures
designed  with  the  objective  of  ensuring  that  information  required  to be
disclosed  in our reports filed with the Commission under the Exchange Act, such
as  this  annual  report, is recorded, processed, summarized and reported within
the  time  period  specified  in  the  Commission's  rules and forms. Disclosure
Controls  are  also  designed  with  the  objective  of  ensuring  that material
information  relating  to  us  is  made  known to the CEO and the CFO by others,
particularly during the period in which the applicable report is being prepared.
Internal Controls, on the other hand, are procedures which are designed with the
objective  of  providing  reasonable  assurance  that  (i)  our transactions are
properly  authorized,  (ii)  the  Company's  assets  are  safeguarded  against
unauthorized  or  improper use, and (iii) our transactions are properly recorded
and  reported,  all to permit the preparation of complete and accurate financial
statements  in  conformity  with accounting principals generally accepted in the
United  States.

Limitations  on  the  Effectiveness  of Controls. Our management does not expect
that our Disclosure Controls or our Internal Controls will prevent all error and
all  fraud.  A  control  system,  no matter how well developed and operated, can
provide  only  reasonable, but not absolute assurance that the objectives of the
control  system are met.  Further, the design of the control system must reflect
the  fact that there are resource constraints, and the benefits of controls must
be  considered  relative  to their costs. Because of the inherent limitations in
all  control  systems,  no evaluation of controls can provide absolute assurance
that  all  control  issues and instances so of fraud, if any, within the Company
have  been  detected.  These  inherent  limitations  include  the realities that
judgments  in  decision-making  can  be  faulty,  and  that breakdowns can occur
because  of  simple error or mistake. Additionally, controls can be circumvented
by  the  individual acts of some persons, by collusion of two or more people, or
by  management  override of the control. The design of a system of controls also
is based in part upon certain assumptions about the likelihood of future events,
and  there  can  be  no  assurance that any design will succeed in achieving its
stated  objectives under all potential future conditions. Over time, control may
become  inadequate  because  of  changes in conditions, or because the degree of
compliance  with  the  policies  or  procedures  may deteriorate. Because of the
inherent  limitations  in  a cost-effective control system, misstatements due to
error  or  fraud  may  occur  and  not  be  detected.

Scope of the Evaluation. The CEO and CFO's evaluation of our Disclosure Controls
and  Internal  Controls  included a review of the controls' (i) objectives, (ii)
design,  (iii)  implementation,  and  (iv)  the  effect  of  the controls on the
information  generated  for  use  in  this  annual  report. In the course of the
Evaluation,  the  CEO  and CFO sought to identify data errors, control problems,
acts  of  fraud,  and they sought to confirm that appropriate corrective action,
including process improvements, was being undertaken. This type of evaluation is
done  on  a quarterly basis so that the conclusions concerning the effectiveness
of  our  controls  can  be  reported in our quarterly reports on Form 10-QSB and
annual  reports  on  Form  10-KSB. The overall goals of these various evaluation
activities are to monitor our Disclosure Controls and our Internal Controls, and
to  make  modifications  if  and as necessary. Our external auditors also review
Internal  Controls  in  connection  with their audit and review activities.  Our
intent  in this regard is that the Disclosure Controls and the Internal Controls
will  be  maintained  as dynamic systems that change (including improvements and
corrections)  as  conditions  warrant.

Among other matters, we sought in our Evaluation to determine whether there were
any  significant  deficiencies  or material weaknesses in our Internal Controls,
which  are reasonably likely to adversely affect our ability to record, process,
summarize  and  report  financial  information, or whether we had identified any
acts  of fraud, whether or not material, involving management or other employees
who  have  a  significant  role  in  our Internal Controls. This information was
important  for  both  the  Evaluation,  generally,  and  because  the  Rule
13a-14(a)/15d-14(a)  Certifications,  Item  5,  require  that  the  CEO  and CFO
disclose that information to our Board (audit committee), and to our independent
auditors, and to report on related matters in this section of the annual report.
In the professional auditing literature, "significant deficiencies" are referred
to  as  "reportable  conditions".  These  are  control  issues  that  could have
significant  adverse  affect  on  the  ability to record, process, summarize and
report  financial  data  in  the  financial statements. A "material weakness" is
defined  in  the  auditing  literature  as  a  particularly  serious  reportable
condition where the internal control does not reduce, to a relatively low level,
the  risk  that  misstatement  cause by error or fraud may occur in amounts that
would  be  material  in relation to the financial statements and not be detected
within  a  timely  period  by  employee in the normal course of performing their
assigned  functions.  We  also sought to deal with other controls matters in the
Evaluation,  and  in  each case, if a problem was identified, we considered what
revisions,  improvements  and/or  corrections  to  make  in  accordance with our
ongoing  procedures.

Conclusions.  Based  upon  the  Evaluation,  the  Company's  CEO  and  CFO  have
concluded  that, subject to the limitations noted above, our Disclosure Controls
are  effective  to  ensure  that material information relating to the Company is
made  known  to  management,  including the CEO and CFO, particularly during the
period  when  our  periodic  reports  are  being prepared, and that our Internal
Controls  are  effective  to  provide  reasonable  assurance  that our financial
statements  are  fairly  presented  inconformity  with  accounting  principals
generally  accepted in the United States. Additionally, there has been no change
in  our  Internal  Controls  that occurred during our most recent fiscal quarter
that  has  materially  affected, or is reasonably likely to affect, our Internal
Controls.

PART  III

Item  9.  Directors,  Executive  Officers,  Promoters  and  Control  Persons;
          Compliance With  Section  16(a)  of  the  Exchange  Act.

Directors  and  Executive  Officers.

Our  Bylaws  provide  that  we  must  have  a  minimum  and  maximum  of  two
directors.  Each  director will serve until our next annual shareholder meeting,
to  be  held  on  the 20th day of March of each year.  Directors are elected for
one-year  terms.  Our  officers  may be elected by our Board of Directors at any
regular  or  special meeting of the Board of Directors.  Vacancies may be filled
by a majority vote of the remaining directors then in office.  Our directors and
executive  officers  are  as  follows:

      Name                    Age                       Position
-----------------             ---         --------------------------------------
Kevin  G.  Kyzer               33         President  and  Director
-----------------             ---         --------------------------------------
Stacey  A.  Kyzer              32         Vice President, Secretary and Director
-----------------             ---         --------------------------------------

Kevin  G.  Kyzer  has  been  our  President  and  a  Director  since  our
incorporation  on  May  23,  2001.  He  will  serve as a director until our next
annual  shareholder  meeting,  or  until  a successor is elected who accepts the
position.  Mr.  Kyzer's  experience  as a technical officer working in technical
fields  over  the  last  five  years  consists  of  the  following.

Mr. Kyzer was employed by Lifestyle Technologies as Chief Technical Officer from
February  2000  until  February  2001.  As  Chief  Technical  Officer,  he
maintained  and  implemented  communications  systems,  including  computer  and
telecommunications  for all office locations.  He advised the Board of Lifestyle
Technologies  on  all technology aspects of the business. The average staff size
that  Mr.  Kyzer  supervised  was  three  persons.

Mr.  Kyzer  was  employed  by  Pilot  Home  Technologies  as  Chief  Technical
Officer  from  March  1999  until February 2000. As Chief Technical Officer, he:

     Designed  and  implemented  company  telecom  and  data  network.
     Advised  other  members  of  management  on planning and business strategy.
     Created  job  cost  budgets  and  supervised  budget  performance.
     Performed  research  and  development  for  new  products  and  services.

Mr.  Kyzer  owned  and  operated  a  computer  consultant business known as Data
Resources,  a sole proprietorship, from April 1997 until March 1999. During this
time  he  advised  businesses  on  network  solutions,  implemented  telecom and
data  networks  for  small  business  and  sold small business computer hardware
products  on  a  retail  level.

Mr.  Kyzer  was employed by CompUSA as an Account Executive from October 1996 to
April  1997. During this time he acted as liaison between CompUSA and Siemens to
facilitate  over  $10  million in annual computer hardware and software purchase
orders.

Stacey  A.  Kyzer  has been our Vice President, Secretary and Director since our
incorporation  on  May  23,  2001.  She  will serve as a director until our next
annual  shareholder  meeting  or  until  a  successor is elected who accepts the
position.

Ms.  Kyzer's  experience  over  the  last  five years consists of the following:
Ms.  Kyzer  was  employed as a Pharmacist by Walgreen's from January 1996 to the
present,  and  as  a  Pharmacy  Manager  by Walgreen's from August 1999 to April
2001.

Ms.  Kyzer  has been employed as a Vice President, Secretary and Director of our
Company  from  May  2001  to  the  present.

Family  Relationships

Kevin  G.  Kyzer,  our  President,  and  Stacey A. Kyzer, our Vice President are
husband  and  wife.  There  are  no  other  family  relationships.

Audit  Committee  Financial  Expert

The  Company  does  not  have  a separately designated standing audit committee.
Pursuant  to  Section  3(a)(58)(B)  of  the  Exchange  Act,  the entire Board of
Directors  acts  as  an  audit  committee  for  the  purpose  of  overseeing the
accounting  and  financial  reporting processes, and our audits of the financial
statements.  The  Commission  recently adopted new regulations relating to audit
committee  composition and functions, including disclosure requirements relating
to  the  presence  of an "audit committee financial expert" serving on its audit
committee.  In  connection  with  these new requirements, our Board of Directors
examined  the  Commission's definition of "audit committee financial expert" and
concluded  that  we  do  not  currently  have a person that qualifies as such an
expert. Presently, there are only two (2) directors serving on our Board, and we
are  not in a position at this time to attract, retain and compensate additional
directors  in  order  to acquire a director who qualifies as an "audit committee
financial  expert",  but  we  intend  to  retain an additional director who will
qualify  as  such an expert, as soon as reasonably practicable. While neither of
our  current directors meets the qualifications of an "audit committee financial
expert", each of our directors, by virtue of his past employment experience, has
considerable knowledge of financial statements, finance, and accounting, and has
significant  employment  experience  involving  financial  oversight
responsibilities.  Accordingly,  we  believe  that our current directors capably
fulfill  the duties and responsibilities of an audit committee in the absence of
such  an  expert.

Code  of  Ethics

We  are  presently working with our legal counsel to prepare and adopt a code of
ethics  that  applies  to  our  principal  chief  executive  officer,  principal
financial  officer,  principal  accounting  officer  or  controller,  or persons
performing  similar  functions  (the  "Code  of Ethics"). A draft of the Code of
Ethics is attached hereto as Exhibit 14.1.  The Code of Ethics is being designed
with  the  intent  to  deter  wrongdoing,  and  to  promote  the  following:

-    Honest  and  ethical  conduct,  including the ethical handling of actual or
     apparent  conflicts  if  interest  between  personal  and  professional
     relationships
-    Full,  fair,  accurate, timely and understandable disclosure in reports and
     documents  that  a  small  business  issuer  files with, or submits to, the
     Commission  and  in  other public communications made by the small business
     issuer
-    Compliance  with  applicable  governmental  laws,  rules  and  regulations
-    The  prompt  internal reporting of violations of the code to an appropriate
     person  or  persons  identified  in  the  code
-    Accountability  for  adherence  to  the  code

Section  16(a)  Beneficial  Ownership  Reporting  Compliance

Under  Section 16(a) of the Exchange Act, all executive officers, directors, and
each  person who is the beneficial owner of more than 10% of the common stock of
a  company  that  files  reports pursuant to Section 12 of the Exchange Act, are
required  to  report  the  ownership  of  such  common stock, options, and stock
appreciation  rights  (other  than  certain cash-only rights) and any changes in
that  ownership with the Commission.  Based on the fact that the Company was not
registered under Section 12 of  the Securities Exchange Act of 1934, as amended,
until  April  23,  2004, the officers, directors and ten percent shareholders of
the  Company  would  have  no  obligation to file a Form 3, 4 or 5 under Section
16(a)  of  the Exchange Act until such date.  Kevin Kyzer and Stacy Kyzer intend
to  file  a  Form  3  as  promptly as practicable.  To the best knowledge of the
Company  there  are  no  ten  percent  holders  of  its  common  stock.

Legal  Proceedings

At  December  31, 2003, we face two lawsuits filed by a vendor and a consultant.
The vendor suit is for an alleged illegal fax blast and seeks $7,500 in damages.
The  action was brought in Circuit Court in St. Louis County, Missouri, and, the
Company  has  settled  this  action  for  the  payment of the sum of $1,550. The
consultant  suit is in Superior Court in Mecklenburg County, North Carolina, for
a  claim  of  approximately  $18,000 in unpaid fees. It is our position that the
consultant  did not perform their required services and that we will counter sue
should  the  suit  continue.  We  not  accrued  for these lawsuits filed and the
unfavorable  outcome  of  the  lawsuits,  in the opinion of management and legal
counsel,  are  remote  under  Statement of Financial Accounting Standards No. 5.

Our  officer, Kevin G. Kyzer, individually, and the Company, were the subject of
a  judgment  for $70,102.74 as of June 23, 2003, with interest at the rate of 8%
until  satisfied.  This  was  for non-payment of a loan and is filed in Superior
Court  in  Mecklenburg  County, North Carolina. The loan in question was made to
the  Company,  and  not Mr. Kyzer, and so the default judgment against Mr. Kyzer
will  be  challenged  at  the  appropriate  point  in  time.  No  other officer,
director,  or  persons  nominated  for  such  positions, promoter or significant
employee  has  been  involved  in legal proceedings that would be material to an
evaluation  of  our  management.

Item  10.  Executive  Compensation.


<TABLE>
<CAPTION>

            Summary  Compensation  Table  As  of  December  31,  2003
            ---------------------------------------------------------

                                               Annual Compensation            Long Term Compensation
                                       -------------------------------        ----------------------
                                                          Other Annual            Other Restricted
Name and Principal Position   Year     Salary    Bonus    Compensation            Stock Award(s)
---------------------------   ----     ------    -----    ------------         ---------------------
<S>                           <C>      <C>       <C>      <C>                  <C>


Kevin  G.  Kyzer
President                     2002     $    0      0            0                        0
President                     2003     $    0      0            0                        0

Stacy  A.  Kyzer
Vice  President               2002     $    0      0            0                        0
Vice  President               2003     $    0      0            0                        0

</TABLE>


We  have  not  entered  into any other employment agreements with our employees,
Officers  or  Directors.  We  have  no standard arrangements under which we will
compensate  our  directors  for  their  services  provided  to  us.

Board  Compensation

Our  board  does  not  receive  cash  compensation  for  services  as directors.

Item 11.  Security  Ownership  of  Certain  Beneficial  Owners  and Management.

The  following  table  sets forth the ownership, as of December 31, 2003, of our
common  stock by each person known by us to be the beneficial owner of more than
5%  of  our  outstanding common stock, our directors, and our executive officers
and  directors  as a group. To the best of our knowledge, the persons named have
sole  voting  and  investment  power  with  respect  to  such  shares, except as
otherwise  noted.  Other than the proposed merger with HouseRaising, Inc., there
are  not  any  pending  or  anticipated  arrangements that may cause a change in
control.

Security  Ownership  of  Officers  and  Directors.

Title  of                                                   Current
Class          Name  and  Address           #  of  Shares   Ownership   %  Owned
---------      -----------------------      -------------  ----------   --------
Common         Kevin  G.  Kyzer
               10812  Kenderly  Ct.
               Charlotte,  N.C.  28277            426,350     Direct       19.8%
---------      -----------------------      -------------  ----------   --------
Common         Stacey  A.  Kyzer
               10812  Kenderly  Ct.
               Charlotte,  N.C.  28277            392,000     Direct       18.2%
---------      -----------------------      -------------  ----------   --------

This  table  is  based  upon  information derived from our stock records. Unless
otherwise  indicated  in  the  footnotes  to this table and subject to community
property  laws  where applicable, we believe that each of the stockholders named
in this table has sole or shared voting and investment power with respect to the
shares  indicated  as  beneficially owned. Applicable percentages are based upon
2,152,893  shares  of  common  stock  outstanding  as  of  April  20,  2004.

On  February  19, 2004, we executed an Agreement and Plan of Merger (the "Merger
Agreement"),  pursuant  to  which HouseRaising will merge with and into us, with
the  HouseRaising  stockholders  receiving  in  the aggregate 27,288,732  shares
of  common stock and 1,000,000 shares of Class A Convertible Preferred  Stock of
us  in  exchange  for  their shares of HouseRaising. In  addition,  pursuant  to
the  Merger  Agreement,  we  have  agreed  to  change  our  corporate  name from
"Technology  Connections, Inc." to HouseRaising, Inc."  prior  to  the  closing.

The  shares  of  Class  A  Convertible  Preferred Stock issued in the Merger are
convertible  into  ten  (10)  shares  of fully paid and non-assessable shares of
common  stock  five  (5) years after the date of issuance, and they have a class
vote  to  approve  or  disapprove  any  merger,  sale  of assets, combination or
reorganization  involving  the  Registrant,  or  other  fundamental  corporate
transaction  involving  the  Registrant.  In  addition,  each  share  of Class A
Convertible  Preferred  Stock issued in the Merger is entitled to ten (10) votes
per  share  on all matters on which the common stock votes on upon issuance. Our
Board  of  Directors  agreed to take action to designate the Class A Convertible
Preferred  Stock  under  North Carolina law between the signing and  closing  of
the  Merger. An executed copy of the Merger Agreement, together with  Exhibit  A
thereto  containing  the  Class  A Convertible Preferred Stock designation,  are
incorporated  by  reference  as  they are filed as Exhibits 10(a) and 10(b) in a
Form  8-K  filed  last  month.

The  Closing  under  the Merger Agreement will occur on the second day after the
satisfaction  or  waiver  of  all conditions precedent to the obligations of the
parties to consummate the transactions contemplated by the Merger Agreement. The
Merger  is conditioned on, among other things, us and HouseRaising obtaining the
written  consent of a majority of their shareholders to approve the transactions
contemplated  by  the Merger Agreement. Our Board of Directors and a majority of
the  Shareholders  of  us  and  of  HouseRaising have executed such consents and
thereby  approved  the  Merger  Agreement  and  the  Merger.

In  addition  to  filing  this Current Report on Form 8-K, we contemplate filing
with  the  Commission,  prior  to  the  Closing,  an  Information  Statement  on
Schedule  14C,  disclosing to its shareholders the details of the Merger and the
proposed  filing  with the Secretary of State of North Carolina of a Certificate
of  Designation  for  the  Class  A  Convertible  Preferred  Stock.


Item 12.  Certain  Relationships  and  Related  Transactions.

In  January and February 2003, we issued 90,000 shares of common stock at a fair
value  of  $201,000,  as  payment  for consulting and professional services. The
stock  was  valued  expensed  as  the  fair  value  for  2003  services.
On April 1, 2003, our Board of Directors approved a one-for-twenty reverse stock
split  of our common stock. As of that record date, there were 26,957,860 shares
of  common  stock outstanding. Each twenty shares of common stock were converted
into one share, resulting in 1,347,893 common shares outstanding at December 31,
2003.

The  loans  payable  to  stockholders at December 31, 2003 and 2002 consisted of
unsecured  notes payable to our President and majority stockholder and ours Vice
President. As of December 31, 2003, the amounts due on these loans were $206,480
and  included  accrued  interest  of  $12,947. In contemplation of the impending
merger (see Note K of the audited financial statements herein), the shareholders
agreed  to  forgive  their  loans to us as of December 31, 2003 whereby the loan
balances  are  transferred  to  equity  as  additional  paid-in-capital.


Item 13.  Exhibits  and  Reports  on  Form  8-K.

(a)  List  of  documents  filed  as  part  of  this  Report:

Our  financial  statements  are  included  in  Part  II,  Item  7:

Independent  Auditors'  Report                             14
Balance  Sheet-December  31,  2003                      15-16
Statements  of  Operations  -  years  ended
     December  31,  2003  and  2002                     17-18
Statements  of  Cash  Flows  -  years  ended
     December  31,  2003  and  2002                     19-20
Statements of Stockholders' Deficit - years ended
     December  31,  2003  and  2002                        21
Notes  to  Financial  Statements                        22-28

(b)  Exhibits:

The  following  exhibits  listed  are  filed  as  part  of  this  Report:

Articles  of  incorporation,  bylaws  and related amendments are incorporated by
reference  to  Exhibit  No.  1  of  Form  10-SB  filed  November  1999.

14.1.  Code  of  Ethics

31.1.  Rule  13a-14(a)/15d-14(a)  Certifications  of  Chief  Executive  Officer

31.2.  Rule  13a-14(a)/15d-14(a)  Certifications  of  Chief  Financial  Officer

32.1.  Section  1350  Certifications  of  Chief  Executive  Officer

32.1.  Section  1350  Certifications  of  Chief  Financial  Officer

Item 14.  Principal  Accountant  Fees  and  Services.

Fees  Billed  For  Audit  and  Non-Audit  Services

The  following table represents the aggregate fees billed for professional audit
services  rendered  to  the  independent  auditor,  Perrella  &  Associates,
("Perrella")  for  our  audit  of  the annual financial statements for the years
ended  December  31,  2002  and  2003,  and  all  fees billed for other services
rendered  by  Perrella  during  those  periods.

Year  Ended  December  31                  2003              2002
-------------------------                --------          --------
                                         Perrella          Perrella
                                         --------          --------
Audit  Fees  (1)                         $ 10,000   (2)    $ 10,000     (3)
Audit-Related  Fees  (2)                       --                --
Tax  Fees  (3)                                 --                --
All  Other  Fees  (4)                          --                --
Total  Accounting  Fees  and  Services   $ 10,000          $ 10,000

(1)  Audit  Fees.  These are fees for professional services for our audit of the
     annual financial statements, and for the review of the financial statements
     included  in our filings on Form 10-QSB, and for services that are normally
     provided  in  connection  with  statutory  and  regulatory  filings  or
     engagements.
(2)  Audit-Related  Fees.  These are fees for the assurance and related services
     reasonably  related  to  the  performance of the audit or the review of our
     financial  statements.
(3)  Tax  Fees.  These  are  fees  for professional services with respect to tax
     compliance,  tax  advice,  and  tax  planning.
(4)  All  Other  Fees.  These  are  fees for permissible work that does not fall
     within  any  of  the  other fee categories, i.e., Audit Fees, Audit-Related
     Fees,  or  Tax  Fees.

Pre-Approval  Policy  For  Audit  and  Non-Audit  Services

We  do  not  have  a  standing  audit committee, and the full Board performs all
functions  of  an  audit  committee, including the pre-approval of all audit and
non-audit  services before we engage an accountant. All of the services rendered
to  the  Company  by  Perrella  were  pre-approved  by  our  Board of Directors.

We are presently working with our legal counsel to establish formal pre-approval
policies  and  procedures  for  future  engagements  of our accountants. The new
policies  and  procedures  will  be  detailed as to the particular service, will
require  that  the  Board  or  an  audit  committee  thereof be informed of each
service,  and  will  prohibit the delegation of pre-approval responsibilities to
management. It is currently anticipated that our new policy will provide (i) for
an  annual  pre-approval,  by  the  Board  or  audit  committee,  of  all audit,
audit-related  and non-audit services proposed to be rendered by the independent
auditor  for  the  fiscal  year,  as  specifically  described  in  the auditor's
engagement  letter,  and  (ii) that additional engagements of the auditor, which
were  not  approved in the annual pre-approval process, and engagements that are
anticipated  to  exceed  previously  approved thresholds, will be presented on a
case-by-case  basis,  by  the  President  or Controller, for pre-approval by the
Board  or  audit  committee, before management engages the auditors for any such
purposes.  The  new  policy  and  procedures  may  authorize  the Board or audit
committee  to  delegate,  to  one  or  more  of  its  members,  the authority to
pre-approve  certain permitted services, provided that the estimated fee for any
such  service does not exceed a specified dollar amount (to be determined).  All
pre-approvals  shall  be contingent on a finding, by the Board, audit committee,
or  delegate, as the case may be, that the provision of the proposed services is
compatible  with the maintenance of the auditor's independence in the conduct of
its  auditing  functions.  In  no  event  shall any non-audit related service be
approved that would result in the independent auditor no longer being considered
independent  under  the  applicable  rules and regulations of the Securities and
Exchange  Commission.


                           --Signature Page Follows--

                                   Signatures

In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

            Title                  Name             Date            Signature

Principal Executive Officer    Kevin  Kyzer    August 5, 2004   /s/ Kevin  Kyzer

Principal Accounting Officer   Kevin  Kyzer    August 5, 2004   /s/ Kevin  Kyzer

Principal Financial Officer    Kevin  Kyzer    August 5, 2004   /s/ Kevin  Kyzer


Pursuant  to  the  requirements of the Securities Act of 1933, this Registration
Statement  has been signed by the following persons in the capacities and on the
date  indicated.


     SIGNATURE                 NAME              TITLE                 DATE

/s/  Kevin  Kyzer          Kevin  Kyzer         Director          August 5, 2004
/s/  Stacey Kyzer          Stacey Kyzer         Director          August 5, 2004