U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                                   Form 10-KSB

                   |X| ANNUAL REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    FOR THE FISCAL YEAR ENDED MARCH 31, 2004

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

     For the transition period from  --------------  to ---------------

                       Commission File Number: 000-049635

                       TECHNOLOGY ACQUISITION CORPORATION
             (Exact name of registrant as specified in its charter)

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

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

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

                          2807 Allen Street, Suite 713
                               Dallas, Texas 75204
                                 (214) 948-2990
-------------------------------------------------------------------------------
(Former address and telephone number of principal executive offices) (Zip Code)

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par
value $0.01

Indicate by check mark whether the registrant: (1) has filed all reports
required by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing for the
past 90 days. Yes |X|  No |_|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of the 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]

Revenues for last fiscal year were $0.

Aggregate market value of Common Stock, $0.01 par value, held by non-affiliates
of the registrant as of June 7, 2004: $69,399 based on the average closing bid
and ask price for the common stock on June 7, 2004.

Numberof shares of Common  Stock,  $0.01 par  value,  outstanding  as of June 7,
2004: 4,980,900.

Transitional Small Business Disclosure Format:  Yes |_|  No |X|


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<PAGE>

                       TECHNOLOGY ACQUISITION CORPORATION
                          ANNUAL REPORT ON FORM 10-KSB
                    FOR THE FISCAL YEAR ENDED MARCH 31, 2004

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
PART I                                                                    PAGE
------                                                                    ----
<S>   <C>                                                                 <C>
Item  1. Description of Business                                          3

Item  2. Description of Property                                          10

Item  3. Legal Proceedings                                                10

Item  4. Submission of Matters to a Vote of Security Holders              10

PART II
-------

Item  5. Market for Common Equity and Related Stockholder Matters         11

Item  6. Management's Discussion and Analysis or Plan of Operation        11

Item  7. Financial Statements                                             13, F-1 - F-21

Item  8. Changes in and  Disagreements  with  Accountants  on
         Accounting  and Financial Disclosure                             13

Item 8A. Controls and Procedures

PART III
--------

Item  9. Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16 (a) of the Exchange Act               13

Item 10. Executive Compensation                                           15

Item 11. Security Ownership of Certain Beneficial Owners and Management   17

Item 12. Certain Relationships and Related Transactions                   18

Item 13. Exhibits and Reports on Form 8-K                                 19

Item 14.  Principal Accountant Fees and Services                          20

         Signatures                                                       21
</TABLE>


                                       2
<PAGE>

                       TECHNOLOGY ACQUISITION CORPORATION
                          ANNUAL REPORT ON FORM 10-KSB
                    FOR THE FISCAL YEAR ENDED MARCH 31, 2004

INTRODUCTORY NOTE

This Annual Report on Form 10-KSB may be deemed to contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. The Company intends that
such forward-looking statements be subject to the safe harbors created by such
statutes. The forward-looking statements included herein are based on current
expectations that involve a number of risks and uncertainties.

Accordingly, to the extent that this Annual Report contains forward-looking
statements regarding the financial condition, operating results, business
prospects or any other aspect of the Company, please be advised that the
Company's actual financial condition, operating results and business performance
may differ materially from that projected or estimated by the Company in
forward-looking statements. The differences may be caused by a variety of
factors, including but not limited to adverse economic conditions, intense
competition, lack of operating history, limited revenues since inception, loss
or retirement of key executives and dependence on key personnel, capacity
restraints, inability to obtain funding, adverse effect of shares eligible for
future sale, potential fluctuations in quarterly results, misappropriation of
proprietary information, environmental matters, adverse federal, state and local
government regulation, litigation and administrative proceedings involving the
Company, resulting in unanticipated losses, and other specific risks that may be
alluded to in this Annual Report or in other reports issued by the Company.

In addition, the business and operations of the Company are subject to
substantial risks, which increase the uncertainty inherent in the
forward-looking statements. In light of the significant uncertainties inherent
in the forward-looking information included herein, the inclusion of such
information should not be regarded as a representation by the Company or any
other person that the objectives or plans of the Company will be achieved.

                                     PART I

ITEM 1: DESCRIPTION OF BUSINESS

FORWARD-LOOKING STATEMENTS

The information in this Annual Report on Form 10-KSB contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
These forward-looking statements involve risks and uncertainties, including
statements regarding the Company's capital needs, business plans and
expectations. Factors that could cause differences include those discussed below
in "Risk Factors", as well as those discussed elsewhere herein and other risks
detailed in the Company's periodic report filings with the Securities and
Exchange Commission. The Company undertakes no obligation to update publicly any
forward-looking statements as a result of new information, future events or
otherwise, unless required by law.

Any statements contained herein that are not statements of historical facts may
be deemed to be forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may", "will", "should",
"expect", "plan", "intend", "anticipate", "believe", "estimate", "predict",
"potential" or "continue", the negative of such terms or other comparable
terminology. Actual events or results may differ materially. In evaluating these
statements, you should consider various factors, including the risks outlined
below, and, from time to time, in other reports the Company files with the SEC.
These factors may cause the Company's actual results to differ materially from
any forward-looking statement. The information constitutes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Given these uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements.

THE COMPANY'S HISTORICAL DEVELOPMENT

Technology Acquisition Corporation, a Nevada corporation ("TAC" or the
"Company"), has been a development stage company since its inception. The
Company was originally incorporated in the State of Utah on June 21, 1972 under
the name Loadmatic Corporation as an investment management company. On March 24,
1986, by amendment to its Articles of Incorporation, the Company changed its
name to


                                       3
<PAGE>

Cignal Oil Company and commenced operations in the development of several oil
and gas properties through a series of subsidiaries until approximately March
1996 at which time management ceased operations when financing efforts to
continue its business were unsuccessful. Prior to the discontinuance of oil
and gas operations, the Company had ceased its investment management business.
In January 1996, the Company acquired Win Tex Corporation from Win Tex's
founder and majority owner, Wilhelm Liesner, the Company's former CEO, President
and majority shareholder, in exchange for which it issued to Mr. Liesner a total
of 240,000 (2,400,000 pre-split) shares of the Company's Common Stock. WinTex
owned patents, intellectual and marketing rights to the Redloc((R) Waste
Disposal System, as well as a number of sterilizer modules used in hospital and
medical waste disposal applications. The valuation of the shares relating to the
issuance of the shares was negotiated by Mr. Liesner and the Company and was
based upon a negotiated agreed price. The transaction was recorded at the book
value of Wintex Corp. in the amount of $2,520,009.

In April 1996, by amendment to its Articles of Incorporation, the Company
changed its name to Roatan Medical Technologies, Inc. In June 1996, Roatan was
incorporated as a Nevada entity and in the following July a migratory merger
from Utah to Nevada was completed. Roatan Medical Technologies, Inc. engaged in
business as a development stage company with the intent of producing and
marketing medical devices and procedures. Roatan's primary focus was the
production and marketing of its self-contained infectious waste disposal system
known as the Redloc(R) Disposal System. The Company had contracted with United
Systems, Inc. to manufacture the waste disposal system products.

In January 1999, due to a lack of funding, the Company sold its patent rights as
well as all of the Company's other assets pursuant to an Asset Exchange
Agreement to Healthbridge, Inc., which thereafter became a publicly traded
company, in consideration for which the Company received 330,000 shares of
Healthbridge common stock acquired at a market value of $1,650,000. In addition
to the Company, the Agreement also contemplated the sale of certain assets to
Healthbridge by United Systems, Inc. ("United"). At the time that United had
originally contracted with the Company to manufacture the product, the two
companies had no affiliation. However, while Healthbridge insisted upon
purchasing all assets relating to the waste disposal system and facilitated the
sale between the Company and Healthbridge, the Company's former majority
shareholder purchased a majority shareholder interest in United after which
United became a party to the Agreement. Additionally, as part of the Agreement,
Mr. Liesner was elected as a director of Healthbridge, which position he
resigned effective January 2003. Following the sale, the Company ceased engaging
in any business activity.

In July 2000, by amendment to its Articles of Incorporation, the Company changed
its name to Technology Acquisition Corporation. In November 2001, TAC entered
into a licensing agreement with its former majority shareholder, Wilhelm
Liesner, pursuant to which it acquired the exclusive rights to market and sell
the Oxywell water-oxygenating system in North America (the "Oxywell System" or
"System"). The System was originally developed by Oxywell GmbH, a German company
headquartered in Munich, which began marketing the System in the European
Economic Community in July 2001.

In October 2001, Oxywell GmbH entered into an agreement with Mr. Liesner ( the
"Oxywell Agreement") pursuant to which it granted Mr. Liesner exclusive rights
to market the Oxywell System in the United States, Puerto Rico and Canada and an
option to market and sell the System in Mexico. The license agreement between
Mr. Liesner and the Company was co-extensive with the Oxywell Agreement, with
the exception that under the Oxywell Agreement, Oxywell is not entitled to any
royalty on the sale of the product. The Company does not hold any patents or
trademark or trade name propriety rights relating to the Oxywell Product, but
relies on the patent and trademark/trade name rights held by Oxywell GmbH, which
had applied for protection in the United States.

Effective September 1, 2002, Liesner became President of Oxywell GmbH. Prior to
that date, there was no relationship with Liesner and Oxywell GmbH, other than
as an independent representative. On June 6, 2003, the shareholders of Oxywell
GmbH filed for liquidation of the Company due to the inability to generate
sufficient cash for operations. This also ended the tenure of Liesner and the
Company's ongoing business efforts related to the Oxywell water-oxygenating
system.

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


                                       4
<PAGE>

Pursuant to a Securities Purchase Agreement dated May 20, 2004, (a) Wilhelm H.
Liesner ("WL"), the Corporation's largest stockholder, who owned 1,140,000
shares of the 2,010,900 shares of Common Stock of the Corporation which are
issued and outstanding as of March 31, 2004, (the only class of stock for which
the Corporation has issued shares), (b) Kae Velmeden ("KV") who owned 180,000
shares of Common Stock of the Corporation, and (c) W. Markus Liesner ("ML") who
owned 180,000 shares of the Corporation, (WL, KV and ML collectively, the
"Sellers") collectively sold 1,500,000 of these shares in a private sale to the
buyers (the "Buyers") identified in that certain Securities Purchase Agreement
(the "Securities Purchase Agreement"). Under the terms of the Assignment and
Assumption Agreement dated May 20, 2004, attached as Exhibit A to the Securities
Purchase Agreement, a promissory note in the original principal amount of
$75,000 was executed by the Company in favor of Liesner and was assigned to
International Capital Advisory, Inc., Eric McAfee and Laird Cagan ("the
assignees"). The buyers and the assignees paid $10,000 in cash to the Sellers.
The Company filed an 8-K on May 27, 2004 which sets forth the details of the
change in control. As a result of the change in control, the Company's principal
offices are now located at 10600 N. De Anza Blvd., Suite 250, Cupertino,
California 95014.

On May 21, 2004, the Board of Directors of the Company approved the following
actions:

     o    the conversion of the $75,000 note pursuant to the Assignment and
          Assumption Agreement and the issuance of 1,875,000 shares of common
          stock valued at $0.04 per share in full satisfaction thereof;

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

     o    the issuance of 900,000 shares of common stock in consideration for
          services rendered under certain consulting and advisory agreement as
          follows: (a) 400,000 shares to Liviakis Financial Communications, Inc.
          ("LFCI") for public relations services and (b) 250,000 shares to Cagan
          McAfee Capital Partners, LLC ("CMCP") and 250,000 shares to
          International Capital Advisory, Inc. ("ICA") for merchant bank and
          merger and acquisition advisory services in assisting the Company in
          structuring and negotiating a potential merger and acquisition
          transaction; and

     o    the increase in the Company's common stock to 100,000,000 shares and
          authorization for the Company's officers to file an amendment to the
          Company's Articles of Incorporation with the State of Nevada to
          effectuate the change.

All of the above shares were issued as of May 21, 2004.

On May 24, 2004, the Board of Directors of the Company approved the issuance of
70,000 shares of common stock to compensate certain of its directors and
advisors for services rendered pursuant to an amended Registration Statement on
Form S-8. As of the date of this filing, these shares have not been issued.

SELECTION OF A BUSINESS.

Since the Company has no current business, its plan of operation is to seek one
or more suitable business combinations or acquisitions to create value for our
shareholders. We have no day-to-day operations at the present time. Our officers
and directors devote limited time and attention to the affairs of the Company.
Management has adopted a conservative policy of seeking opportunities that they
consider to be of exceptional quality, and to accept that the Company may have
to wait longer, as a result of that policy, before consummating any transactions
to create value for our shareholders. Management recognizes that the higher the
standards it imposes upon itself, the greater may be its competitive
disadvantages with other acquiring interests or entities.

The Company does not intend to restrict its consideration to any particular
business or industry segment. However, due to the Company's limited financial
resources, the scope and number of suitable candidate business ventures
available is limited, and most likely the Company will not be able to
participate in more than a single business venture. Accordingly, it is
anticipated that the Company will not be able to diversify, but may be limited
to one merger or acquisition. This lack of diversification will not permit the
Company to offset potential losses from one business opportunity against profits
from another.


                                       5
<PAGE>

The decision to participate in a specific business opportunity will be made upon
management's analysis of the quality of the other firm's management and
personnel, the anticipated acceptability of new products or marketing concepts,
the merit of technological changes and numerous other factors which are
difficult, if not impossible, to analyze through the application of any
objective criteria. In many instances, it is anticipated that the historical
operations of a specific venture may not necessarily be indicative of the
potential for the future because of the necessity to substantially shift a
marketing approach, expand operations, change product emphasis, change or
substantially augment management, or make other changes. The Company will be
dependent upon the management of a business opportunity to identify such
problems and to implement, or be primarily responsible for the implementation
of, required changes.

Since the Company may participate in a business opportunity with a newly
organized business or with a business which is entering a new phase of growth,
it should be emphasized that the Company may incur further risk due to the
failure of the target's management to have proven its abilities or
effectiveness, or the failure to establish a market for the target's products or
services, or the failure to realize profits.

We will not acquire or merge with any company for which audited financial
statements cannot be obtained. It may be anticipated that any opportunity in
which the Company participates will present certain risks. Many of these risks
cannot be adequately identified prior to selection of the specific opportunity,
and the Company's shareholders must, therefore, depend on the ability of
management to identify and evaluate such risk. In the case of some of the
opportunities available to the Company, it may be anticipated that the founders
thereof have been unable to develop a going concern or that such business is in
its development stage in that it has not generated significant revenues from its
principal business activities prior to the Company's participation.

In implementing a structure for a particular business acquisition, the Company
may become a party to a merger, consolidation, reorganization, joint venture,
franchise or licensing agreement with another corporation or entity. It may also
purchase stock or assets of an existing business. On the consummation of a
transaction, it is possible, or even likely, that the present management and
shareholders of the Company will not be in control of the Company. In addition,
a majority or all of the Company's officers and directors may, as part of the
terms of the acquisition transaction, resign and be replaced by new officers and
directors without a vote of the Company's shareholders.

It is anticipated that any securities issued in any such reorganization would be
issued in reliance on exemptions from registration under applicable federal and
state securities laws. In some circumstances, however, as a negotiated element
of this transaction, the Company may agree to register such securities either at
the time the transaction is consummated, under certain conditions, or at a
specified time thereafter. The issuance of substantial additional securities and
their potential sale into any trading market may have a depressive effect on
such market.

While the actual terms of a transaction to which the Company may be a party
cannot be predicted, it may be expected that the parties to the business
transaction will find it desirable to avoid the creation of a taxable event and
thereby structure the acquisition in a so called "tax-free" reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code").
In order to obtain tax-free treatment under the Code, it may be necessary for
the owners of the acquired business to own 80% or more of the voting stock of
the surviving entity. In such event, the shareholders of the Company would
retain less than 20% of the issued and outstanding shares of the surviving
entity, which could result in significant dilution in the equity of such
shareholders.

As part of our investigation, officers and directors of the Company may meet
personally with management and key personnel, may visit and inspect material
facilities, obtain independent analysis or verification of certain information
provided, check reference of management and key personnel, and take other
reasonable investigative measures, to the extent of the Company's limited
financial resources and management expertise.

The manner in which each Company participates in an opportunity will depend on
the nature of the opportunity, the respective needs and desires of the Company
and other parties, the management of the opportunity, and the relative
negotiating strength of the Company and such other management. With respect to
any mergers or acquisitions, negotiations with target company management will be
expected to focus on the percentage of the Company that target company
shareholders would acquire in exchange for their shareholdings in the target
company. Depending upon, among other things, the target company's assets and
liabilities, the Company's shareholders will in all likelihood hold a lesser
percentage ownership interest in the Company following any merger or
acquisition. The percentage ownership may be subject to significant reduction in
the event the Company acquires a target company with substantial assets. Any
merger or acquisition effected by the Company can be expected to significantly
dilute the percentage of shares held by and owned by the Company's then
shareholders.


                                       6
<PAGE>

OPERATION OF BUSINESS AFTER ACQUISITION

The Company's operation following its merger or acquisition of a business will
be dependent on the nature of the business and the interest acquired. We expect
that following a merger or acquisition of a business, our current officers and
directors will not be in control of the Company following the acquisition;
however, we are unable to determine at this time such matters. It may be
expected that the business will present various challenges that cannot be
predicted at the present time.

GOVERNMENT REGULATION

We cannot anticipate the government regulations, if any, to which the Company
may be subject until it has acquired an interest in a business. The use of
assets to conduct a business that the Company may acquire could subject it to
environmental, public health and safety, land use, trade, or other governmental
regulations and state or local taxation. In selecting a business in which to
acquire an interest, management will endeavor to ascertain, to the extent of the
limited resources of the Company, the effects of such government regulation on
the prospective business of the Company. In certain circumstances, however, such
as the acquisition of an interest in a new or start-up business activity, it may
not be possible to predict with any degree of accuracy the impact of government
regulation. The inability to ascertain the effect of government regulation on a
prospective business activity will make the acquisition of an interest in such
business a higher risk.

COMPETITION

Management anticipates the Company will be involved in intense competition with
other business entities, many of which will have a competitive edge over the
Company by virtue of their stronger financial resources and prior experience in
business. There is no assurance that the Company will be successful in obtaining
suitable business opportunities.

EMPLOYEES

The Company currently has no employees. Our two directors and officers devote as
much time to the affairs of the Company as they deem necessary. Management of
the Company expects to use consultants, attorneys, and accountants as necessary,
and does not anticipate a need to engage any full-time employees as long as
business needs are being identified and evaluated. The need for employees and
their availability will be addressed in connection with a decision concerning
whether or not to acquire or participate in a specific business venture.

RISK FACTORS

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

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

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


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<PAGE>

We do not intend to pay dividends in the foreseeable future

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

Dependence on key management personnel

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

Uncertainty of future financing

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

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

Significant fluctuations in quarterly operating results

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

Concentration of voting power

As of March 31, 2004, and June 7, 2004, our principal shareholders, executive
officers, directors and their affiliates, in the aggregate, own approximately
95% and 87%, respectively, of our outstanding common stock. These shareholders,
if they act together, will be able to control our management and affairs and all
matters requiring shareholder approval, including the election and removal of
directors and approval of significant corporate transactions. This influence
over our affairs might be adverse to the interest of our other shareholders. In
addition, this concentration of ownership may delay or prevent a change in
control and might have an adverse effect on the market price of our common
stock.

Potential and actual conflicts of interest with advisors

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

Future sales of large amounts of common stock

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


                                       8
<PAGE>

We may not have a majority of independent directors

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

"Penny Stocks"

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

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

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

      -     Control  of  the  market   for  the   security   by  one  or  a  few
            broker-dealers that are often related to the promoter or issuer;

      -     Manipulation of prices through prearranged matching of purchases and
            sales and false and misleading press releases;

      -     "Boiler room"  practices  involving  high pressure sales tactics and
            unrealistic price projections by inexperienced sales persons;

      -     Excessive  and  undisclosed  bid-ask  differentials  and  markups by
            selling broker-dealers; and

      -     The  wholesale  dumping  of the same  securities  by  promoters  and
            broker-dealers  after  prices  have  been  manipulated  to a desired
            level,  along with the  inevitable  collapse  of those  prices  with
            consequent investor losses.

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

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

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


                                       9
<PAGE>

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

REPORTS TO SECURITY HOLDERS

As a reporting company, we are required to file annual and quarterly reports,
proxy and information statements, and other information regarding our Company
with the Securities and Exchange Commission. The Company is not required to
deliver an annual report to security holders and will not voluntarily deliver a
copy of the annual report to the security holders. The public may read and copy
any materials we file with the SEC at the SEC's Public Reference Room at 450
Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers, like us, that file
electronically with the SEC at (http://www.sec.gov).

ITEM 2: DESCRIPTION OF PROPERTY

As of May 21, 2004, the Company maintains limited office space on a
month-to-month basis located at 10600 N. De Anza Blvd., Suite 250, Cupertino,
California 95014. The Company does not currently pay any rent. We do not believe
that we will need to obtain additional office space at any time in the
foreseeable future until we have acquired a suitable business opportunity.

During the fiscal year ended March 31, 2004, the Company's executive offices
were located at 2807 Allen Street, Suite 713, Dallas, Texas 75204 and Munich,
Germany, on a monthly basis with two companies owned by the Company's former
principal shareholder and executive officer. The Company accrued rent of $250
and $300 per month, respectively, for the leased space, through December 31,
2003. There were no written documents memorializing the foregoing leasehold.

ITEM 3: LEGAL PROCEEDINGS

The Company is not a party to any material pending legal proceeding nor is it
aware of any proceeding contemplated by any governmental authority involving the
Company.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the fourth
quarter of the fiscal year ended March 31, 2004.


                                       10
<PAGE>

                                     PART II

ITEM 5: Market for Common Equity and Related Stockholder Matters

(a) Market Information

The Company's common stock is quoted on the Over-the-Counter Bulletin Board, a
service maintained by the National Association of Securities Dealers, Inc.,
under the symbol, "TAQC.OB". Trading in the common stock in the over-the-counter
market has been limited and sporadic and the quotations set forth below are not
necessarily indicative of actual market conditions. Further, these prices
reflect inter-dealer prices without retail mark-up, mark-down, or commission,
and may not necessarily reflect actual transactions. The high and low sales
prices for the quarters presented have been adjusted to reflect stock splits:

QUARTER ENDING:                    HI                LOW
------------------                ---                ---

June 30, 2002                       *                 *
September 30, 2002                  *                 *
December 31, 2002                   *                 *
March 31, 2003                      *                 *

June 30, 2003                      .04               .01
September 30, 2003                 .06               .04
December 31, 2003                  .06               .05
March 31, 2004                     .11               .06


* no available quoted prices during these periods


(b) Holders

As of March 31, 2004, there are approximately 220 shareholders of record of the
Company's common stock.

(c) Dividends

We have not paid any dividends since our inception and do not anticipate paying
any dividends in the foreseeable future. We currently intend to retain all
available funds and any future earnings of our business for use in the operation
of our business and do not anticipate paying any cash dividends in the
foreseeable future. The declaration, payment and amount of future dividends, if
any, will depend upon the future earnings, results of operations, financial
position and capital requirements of our Company, among other factors, and will
be at the sole discretion of our board of directors.

(d) Recent Sales of Securities

There were no recent sales of unregistered securities during the fourth quarter
of the fiscal year ended March 31, 2004.

(e) Equity Compensation Plan Information

As of March 31, 2004, the Company had no (a) compensation plans previously
approved by security holders or (b) compensation plans not previously approved
by security holders.

(f) Purchases of Equity Securities.

During the period covered by this report, no purchases were made by or on behalf
of the Company of shares or other units of any class of the Company's equity
securities pursuant to publicly-announced plans or programs.

ITEM 6: Management's Discussion and Analysis or Plan of Operation

This Management's Discussion and Analysis or Plan of Operation and other parts
of this Report contain forward-looking statements that involve risks and
uncertainties. All forward-looking statements included in this Report are based
on information available to the Company on the date hereof, and the Company
assumes no obligation to update any such forward-looking statements. The
Company's actual results may differ materially from those anticipated in these
forward-looking statements as a result of a number of factors, including those
set forth in the Section captioned "Risk Factors" in Item 1 and elsewhere in
this Report. The following should be read in conjunction with the audited
financial statements of the Company included in Item 7.


                                       11
<PAGE>

PLAN OF OPERATIONS

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

In 2003, the Company ceased its efforts to develop the Oxywell water-oxygenating
business. The Company did not own any intellectual property rights to the
Oxywell products, but instead had limited territorial marketing rights. Due to
Oxywell Gmbh inability to raise sufficient capital to support its products, the
shareholders of Oxywell Gmbh voted to liquidate the business on June 6, 2003. As
a result, the Company has not marketed Oxywell's products since that time.

Our plan of operation for the coming year is to identify and acquire a favorable
business opportunity and we are exploring the possibility of selling or merging
with another Company. We do not plan to limit our options to any particular
industry, but will evaluate each opportunity on its merits. Although we have not
entered into any binding agreement to effect such a transaction, our board of
directors does consider such offers and would consider all of the terms of any
such offer as part of its fiduciary duty to determine whether any such
transaction is in the best interest of the Company's stockholders. If the our
board of directors does determine that a sale or merger of the Company is in the
best interest of the Company's stockholders, our board of directors may
determine to pursue such a transaction and the consideration to be paid in
connection with such transaction would be used to expand the acquired business
and fund future operations. We believe that despite the financial hurdles and
funding uncertainties going forward, we can successfully merge with another
company if properly funded and executed.

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

The Company's ability to continue as a going concern is subject to the ability
of the Company to realize a profitable business and /or obtain funding from
outside sources. Management's plan to address the Company's ability to continue
as a going concern includes: (1) obtaining funding from private placement
sources; (2) obtaining additional funding from the sale of the Company's
securities; (3) establishing net revenues from a suitable business opportunity;
(4) obtaining loans and grants from various financial institutions where
possible. However, there is no assurance that such additional funds will be
available for the Company to finance its operations on acceptable terms, if at
all. Furthermore, there is no assurance the net proceeds from any successful
financing arrangement will be sufficient to cover cash requirements as the
Company expands its business operations.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2004, the Company had no significant assets. Management believes
that it can satisfy its cash requirements for the next twelve months from loans
from shareholders, debt or private equity offerings, and private placements.
However, there can be no assurances to that effect, as the Company has no
revenues and the Company's need for capital may change dramatically if it
acquires an interest in a business opportunity during that period.

Our future funding requirements will depend on numerous factors, some of which
are beyond our control. These factors include our ability to operate profitably,
our ability to recruit and train management and personnel, and our ability to
compete with other, better-capitalized and more established companies that have
much greater resources. There can be no assurance that any of the Company's
business activities will result in any operating revenues or profits. Investors
should be aware that they might lose all or substantially all of their
investment.

We do not expect any significant purchases or sales of plant and significant
equipment. We do not expect significant changes in the number of our employees
or in our business operations. If we are unable to successfully find a suitable
merger or business acquisition target, we may be required to cease operations
altogether.


                                       12
<PAGE>

CRITICAL ACCOUNTING POLICIES

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

ITEM 7. FINANCIAL STATEMENTS

The financial statements of our Company follow on pages F-1 through F-21.

ITEM 8: CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

We have had no disagreements with our certified public accountants with respect
to accounting practices, procedures or financial disclosure.

ITEM 8A. CONTROLS AND PROCEDURES

The Company's chief executive officer and the chief financial officer conducted
an evaluation of the effectiveness of the design and operation of its disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as of the end of the period covered by this
report (the "Evaluation Date"). Based on this evaluation, the Company's chief
executive officer and chief financial officer concluded as of the Evaluation
Date that the Company's disclosure controls and procedures were effective such
that the material information required to be included in our Securities and
Exchange Commission ("SEC") reports is recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms relating to
the Company, including our consolidating subsidiaries, and was made known to
them by others within those entities, particularly during the period when this
report was being prepared.

Additionally, there were no significant changes in the Company's internal
controls or in other factors that could significantly affect these controls
subsequent to the Evaluation Date. We have not identified any significant
deficiencies or material weaknesses in our internal controls, and therefore
there were no corrective actions taken.


                                    PART III

ITEM  9: DIRECTORS AND OFFICERS,  PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
SECTION 16 (A) OF THE EXCHANGE ACT

(a) Directors and Executive Officers

Executive officers and directors of the Company are appointed at the discretion
of the Board of Directors and serve until the next annual meeting of
shareholders or until their successors are elected. There are no family
relationships between or among any of the current executive officers or
directors of the Company.


                                       13
<PAGE>

The following is a brief description of each director's and executive officer's
business experience:

NAME                    AGE  POSITION HELD
--------               ----  -------------
John Kinney [1]         45   Chairman of the Board, CEO, President and Director
Steve Obana [1]         37   CFO, Treasurer, Secretary and Director
Wilhem Liesner [2]      69   Former Chairman of the Board, CEO, CFO and Director
Charles Conn [2]        66   Former Director
Walter Brinkman [2]     61   Former Director

(1) Appointed to the Board of Directors as of May 21, 2004.
(2) Resigned from the Board of Directors as of May 20, 2004.

John Kinney has been the Chairman, Chief Executive Officer and President of the
Company since May 21, 2004. Mr. Kinney is the Chief Executive Officer of
Club Resources, Inc., a club management and investment firm based in Tiburon,
California which he founded in 1987. From 1990 until 2003, Mr. Kinney was
the founding Chief Executive Officer of Club One, Inc., which owns and operates
over 100 athletic clubs, including Frog's, Club One and the Sporting Club at the
Aventine. Mr. Kinney remains on the Board of Directors of Club One. Mr. Kinney
presently is the President of the Tiburon Volunteer Fire Department. Mr. Kinney
received his Bachelor's degree, Masters Degree in Industrial Engineering, and
Masters Degree in Business Administration from Stanford University.

Steve Obana has been the Chief Financial Officer, Treasurer, Secretary and
Director of the Company since May 21, 2004. Mr. Obana has been the President of
the OB Group, a strategic management consulting firm in Redwood City, California
which he founded, since 1999. From 1992 through 1998, Mr. Obana was Vice
President and General Manager, Western Region of MicroFinancial, Inc.
(NYSE:MFI), a financial intermediary. Mr. Obana received his Bachelor's degree
from the University of California, Berkeley.

Wilhelm Liesner was the CEO, President and a Director of the Company from 1996
until May 2004. Mr. Liesner has been an investor, operator, financier and
manager of trading, manufacturing and real estate ventures in Europe and the
United States for 25 years. He founded his own investment company in 1982 and
continues to serve as its president. He is the General Partner of numerous
private partnerships. Until January 2003, he served on the Board of Directors of
Healthbridge, Inc., an OTCBB company. Mr. Liesner resigned his officer and
director positions held with the Company on May 20, 2004.

Charles W. Conn was a Director of the Company from November 2001 until May 20,
2004. Mr. Conn began his career at Young & Rubicam Advertising in Toronto,
Canada. After a brief tenure as Senior Brand Manager at Libby's, Mr. Conn joined
Young & Rubicam in New York where he spent three years working on major
accounts. Mr. Conn subsequently assumed the position of Vice President, Group
Account Manager at J. Walter Thompson, Canada and was subsequently promoted to
Vice President General Manager of the company. In 1983 Mr. Conn became Director
of Marketing for Bright's Wines, Canada's largest winery.

Walter Brinkmannn was a Director of the Company from December 2001 until May 20,
2004. Mr. Brinkmann started working at Colgate-Palmolive in Brussels where he
eventually became New Products Manager, Benelux after earning his degree from
the Technical University of Berlin and his MBA from INSEAD at Fontainebleau.
Thereafter, Mr. Brinkmannn was employed by McKinsey & Co., Dusseldorf, where he
specialized in developing new consumer brand strategies for major European
companies and U.S. subsidiaries operating in Europe. In 1984, Mr. Brinkmannn
joined Bayer AG as Director of Marketing, Consumer Products Division, and became
General Manager of Bayer's German operations in 1987. From 1990 onward, he
created and managed the European Affairs Office for the Coca-Cola Company and a
European governmental affairs network within the EU and candidate countries.
Since late 2000, Mr. Brinkmannn has operated from the United Kingdom as an
independent consultant in his fields of expertise.

(B) SIGNIFICANT EMPLOYEES

There are presently no other employees of the Company other than its two
directors and executive officers, John Kinney and Steve Obana.


                                       14
<PAGE>

(C) FAMILY RELATIONSHIPS

Ms. Tanja Leonard, who is the former Secretary and Treasurer of the Company,
resigned her position as of May 20, 2004. She is the daughter of the former
President of the Company, Wilhelm Liesner.

(D) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.

During the past five years, none of the directors or officers of the Company (i)
has had any bankruptcy petitions filed by or against them, (ii) has been
convicted in a criminal proceeding or been subject to a pending criminal
proceeding, (iii) has been subject to any order, judgment, or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining, barring, suspending or
otherwise limiting his involvement in any type of business, securities or
banking activities; (iv) has been found by a court of competent jurisdiction (in
a civil action), the Commission or the Commodity Futures Trading Commission to
have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended, or vacated.

(E) COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, the
Company is not aware of any individuals who during the period ended March 31,
2004 were directors, officers, or beneficial owners of more than ten percent of
the common stock of the Company, and who failed to file, on a timely basis,
reports required by Section 16(a) of the Securities Exchange Act of 1934.

(F) CODE OF ETHICS AND AUDIT COMMITTEE

The Company has not adopted a Code of Ethics within the meaning of Item 406(b)
of Regulation S-B of the Securities Exchange Act of 1934. The Company has had
minimal operations since June 2003. Accordingly, in view of the Company's lack
of operations, new management, and since the change of control on May 20, 2004,
has not yet adopted a Code of Ethics.

The Company does not currently have a separately-designated standing audit
committee or committee performing similar functions. The entire Board of
Directors is acting as the audit committee.

ITEM 10: EXECUTIVE COMPENSATION

Remuneration And Executive Compensation

The following table shows, for the three-year period ended March 31, 2004, the
cash compensation paid by the Company, as well as certain other compensation
paid for such year, to the Company's Chief Executive Officer and the Company's
other most highly compensated executive officers. Except as set forth on the
following table, no executive officer of the Company had a total annual salary
and bonus for fiscal 2004 that exceeded $100,000.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                       Annual Compensation                            Long Term Compensation

                                                                                Awards                      Payouts

                                                                                         Securities
                                                                           Restricted    Underlying     LTIP        All Other
Name and Principal                                       Other Annual    Stock Award(s)  Options      payouts    Compensation
Position                Year   Salary($)   Bonus ($)    Compensation ($)      ($)         SARs(#)       ($)           ($)
------------------      ----   ---------   ---------    ---------------- --------------   -------     -------    ------------
<S>                     <C>    <C>        <C>           <C>               <C>            <C>           <C>          <C>
Wilhelm Liesner,
President, Chief        2004   $27,000(1) $90,000(4)       - - -             - - -          - - -       - - -        - - -
Executive Officer,
and Director *
                        2003   $39,000(1)   - - -          - - -             - - -          - - -       - - -        - - -

                        2002   $     0      - - -          - - -          $25,000(1)        - - -       - - -        - - -

Walter Brinkmann,       2004   $     0      - - -          - - -          $ 1,500(5)        - - -       - - -        - - -
Director *

                        2003   $     0      - - -          - - -             - - -          - - -       - - -        - - -

                        2002   $     0      - - -          - - -          $ 5,000(2)        - - -       - - -        - - -

Charles Conn,           2004   $     0      - - -          - - -          $ 3,000(5)        - - -       - - -        - - -
Director *

                        2003   $ 6,000      - - -          - - -             - - -          - - -       - - -        - - -

                        2002   $     0      - - -          - - -          $20,000(3)        - - -       - - -        - - -
</TABLE>

----------
* ALL OF THE ABOVE OFFICERS AND DIRECTORS RESIGNED THEIR POSITIONS HELD AS OF
MAY 20, 2004. THE CURRENT OFFICERS AND DIRECTORS DID NOT RECEIVE ANY
COMPENSATION OF ANY KIND FOR ANY OF THE LAST THREE FISCAL YEARS LISTED.


                                       15
<PAGE>

(1) The amount of $27,000 and $39,000 shown for Mr. Liesner in 2004 and 2003 was
accrued but not paid. During 2002, Mr. Liesner was issued 25,000 (250,000
pre-split) restricted shares of the Company's Common Stock for past services
rendered to the Company. These shares were valued at $25,000. Mr. Liesner was
also issued 100,000 (1,000,000 pre-split) restricted shares in consideration for
the license agreement between Mr. Liesner and the Company. Those shares have
been valued at $0.10 ($0.01 pre-split) per share. In November 2001, the Company
entered into a License Agreement with Mr. Liesner whereby Mr. Liesner granted
the Company an exclusive license to market and sell the Oxywell System in the
United States, Puerto Rico, and Canada (the "License Agreement").

On January 2, 2002, the Company's Board of Directors agreed to transfer 330,000
shares of common stock held in Healthbridge, Inc. to Mr. Liesner in payment for
past services rendered and in full satisfaction of $61,305 in shareholder loans
advanced through December 31, 2001. The shares were valued at the closing bid
price of January 2, 2002 of $0.23 per share totaling a value of $75,900.

In addition, the Company accrued, but did not pay, for the nine months ended
December 31, 2003, $4,950 and owed as of March 31, 2003, certain monies for
office space from two companies controlled by Mr. Liesner, which totaled $5,350.
These amounts were converted to additional paid-in capital during the fiscal
year ended March 31, 2004 are no longer owed to Mr. Liesner.

(2) Mr. Brinkmann was issued a total of 5,000 (50,000 pre-split) restricted
shares, which have been valued at $5,000 for services rendered to the Company.

(3) Mr. Conn was issued a total of 2,000 (200,000 pre-split) restricted shares,
which have been valued at $20,000 for services rendered to the Company.

(4) Mr. Liesner was issued a total of 1,500,000 shares of free trading common
stock at $0.06 per share for business and management services rendered, which
have been valued at $90,000 representing the quoted market price on the date of
issuance. The shares were subsequently registered on Form S-8 in April 2004.

(5) Mr. Brinkmann and Mr. Conn were issued 2,500 and 5,000 shares restricted
shares, respectively, which have been valued at the fair market value on the
date of issuance, for business management consulting services rendered to the
Company.


                                       16
<PAGE>

COMPENSATION OF DIRECTORS

Except as may be approved from time to time by the Company's Board of Directors,
the Company's directors are not currently compensated on a regular basis for
their services as a director of the Company and each does not receive any
reimbursement for out-of-pocket costs incurred in attending meetings. The
Company's compensation policies are subject to change and the Board of Directors
may approve or establish such compensation arrangements from time to time as it
deems appropriate in view of the Company's requirements.

BOARD OF DIRECTORS COMMITTEES

The Board of Directors has not yet established an audit committee or a
compensation committee. An audit committee typically reviews, acts on and
reports to the board of directors with respect to various auditing and
accounting matters, including the recommendations and performance of independent
auditors, the scope of the annual audits, fees to be paid to the independent
auditors, and internal accounting and financial control policies and procedures.
Certain stock exchanges currently require companies to adopt a formal written
charter that establishes an audit committee that specifies the scope of an audit
committee's responsibilities and the means by which it carries out those
responsibilities. In order to be listed on any of these exchanges, we will be
required to establish an audit committee.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the ownership of
the Company's common stock with respect to: (i) each person known to the Company
to be the beneficial owner of more than five percent of the Company's common
stock as of March 31, 2004; (ii) all directors; and (iii) all directors and
executive officers of the Company as a group.

<TABLE>
<CAPTION>
TITLE OF CLASS   NAME AND ADDRESS                  NATURE OF OWNERSHIP   NUMBER OF SHARES  % OF CLASS *
--------------   ----------------                  -------------------   ----------------  ------------
<S>             <C>                                      <C>                <C>             <C>
                Tobin Family Trust
   Common       10600 N. De Anza Blvd., Suite 250        Legal                845,000       17%(1)(2)(3)(4)(5)
                Cupertino, CA 95014

                Laird Q. Cagan
   Common       10600 N. De Anza Blvd., Suite 250        Legal                844,375       17%(1)(2)(3)(4)(5)
                Cupertino, CA 95014

                Eric McAfee
   Common       10600 N. De Anza Blvd., Suite 250        Legal                845,375       17%(1)(2)(3)(4)(5)
                Cupertino, CA 95014

                Liviakis Financial Communications, Inc.
   Common       10600 N. De Anza Blvd., Suite 250        Legal                400,000        8%(1)(2)(3)(4)(5)
                Cupertino, CA 95014

                John Liviakis
   Common       10600 N. De Anza Blvd., Suite 250        Legal                400,000        8%(1)(2)(3)(4)(5)
                Cupertino, CA 95014

                International Capital Advisory, Inc.
   Common       10600 N. De Anza Blvd., Suite 250        Legal                700,000       14%(1)(2)(3)(4)(5)
                Cupertino, CA 95014

                Cagan McAfee Capital Partners, LLC
   Common       10600 N. De Anza Blvd., Suite 250        Legal                250,000        5%(1)(2)(3)(4)(5)
                Cupertino, CA 95014

   All executive officers and directors as a group                                  0        0%(1)
</TABLE>

----------
* Percentages based on 4,980,900 shares outstanding as of May 21, 2004.


                                       17
<PAGE>

Notes:

(1) On May 20 and 21, 2004, the Company effectuated a change of control as
described in the Form 8-K filed by the Company on May 27, 2004, which filing is
incorporated herein by this reference. As of the date of this filing, John
Kinney and Steve Obana are the sole directors and officers of the Company. As of
the date of this filing, neither Mr. Kinney nor Mr. Obana owns shares of the
Company, although the Company has authorized the issuance of 10,000 shares to
each of them pursuant to the Company's amended Registration Statement on Form
S-8 filed by the Company on June 29, 2004, which filing is incorporated herein
by this reference.

(2) For purposes of this table, beneficial ownership is determined in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, and generally includes voting or investment power with respect to
securities.

(3) All of the persons shown hold only shares of the Company's Common Stock.

(4) The address shown for each person is, for convenience, the Company's mailing
address at 10600 N. De Anza Blvd., Suite 250 Cupertino, CA 95014. All of the
shares shown are held directly by the named stockholder. Finally, all of the
amounts shown are computed after giving effect to the Reverse Split of the
Company's Common Stock approved by a majority of the Company's shareholders on
October 13, 2003.

(5) Pursuant to a Securities Purchase Agreement dated May 20, 2004, (a) Wilhelm
H. Liesner ("WL"), the Corporation's largest stockholder, who owned 1,140,000
shares of the 2,010,900 shares of Common Stock of the Corporation which are
issued and outstanding as of March 31, 2004, (the only class of stock for which
the Corporation has issued shares), (b) Kae Velmeden ("KV") who owned 180,000
shares of Common Stock of the Corporation, and (c) W. Markus Liesner ("ML") who
owned 180,000 shares of the Corporation, (WL, KV and ML collectively, the
"Sellers") collectively sold 1,500,000 of these shares in a private sale to the
buyers (the "Buyers") identified in that certain Securities Purchase Agreement
(the "Securities Purchase Agreement"). The buyers and the assignees paid $10,000
in cash to the Sellers. The Company's 8-K filed on May 27, 2004 contains the
details of the change in control.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Loans from shareholders - From time to time, the Company's former President, WL,
or one of his related entities, advanced funds to pay expenses incurred on
behalf of the Company. These loans are unsecured, non-interest bearing and due
on demand. As of March 31, 2004, unpaid loans from shareholders totaled $51,500.

Consulting fees - related party - Consulting fees, such as maintaining the books
and records, overseeing and meeting compliance requirements, and other general
and administrative duties as deemed necessary for the fiscal years ended March
31, 2004 and 2003 were $27,000 and $39,000, respectively.

Rent expense - related party - During the fiscal years ended March 31, 2004 and
2003, the Company accrued $550 per month for the use of office facilities in
Dallas and Munich, Germany. There are no rental agreements and the monthly rents
are $250 and $300, respectively.

Accrued expenses converted to equity - The Company's former President agreed to
convert $117,375 of accrued expenses owed him to additional paid-in capital due
to insufficient capital resources and the Company's inability to repay. The
balance converted represented (a) $42,375 in unpaid accrued expenses such as
accrued rent and accrued consulting fees and (b) $75,000 due and payable for
services rendered related to the Company's development, production, and
marketing of its prior self-contained infectious waste disposal system (Redloc
II Disposal System) by two companies that are wholly-owned by the former
President of this Company. The services were performed during the period October
1, 1996 to December 31, 1997 and there was no contract.

Common stock issued - On October 3, 2003, the Company issued 10,000 shares of
common stock at $0.60 per share, or $6,000 as follows: (i) 7,500 shares were
issued for consideration of services rendered to two former directors of the
Company for business management consulting services rendered and 2,500 shares
were issued for accounting services rendered to the Company's former treasurer
and secretary, who is also the daughter of the former President, Wilhelm
Liesner. On February 18, 2004, the Company issued 1,500,000 shares of common
stock at $0.06 per share to the Company's former President for business and
management services rendered. The shares were valued at the fair market value on
the date of issuance. The shares were subsequently registered on a Registration
Statement pursuant to Form S-8 in April 2004.


                                       18
<PAGE>

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(A) THE FOLLOWING EXHIBITS ARE INCLUDED AS PART OF THIS REPORT:

EXHIBIT
NUMBER                            DESCRIPTION
-------- -----------------------------------------------------------------------

3.2    Certificates of Amendment to Certificate of Incorporation of Registrant*

3.3    Certificates of Amendment to Certificate of Incorporation of Registrant*

3.4    Articles of Incorporation of Registrant*

3.5    Articles of Merger of Registrant*

3.6    Certificate of Amendment to Certificate of Incorporation of Registrant*

3.7    Bylaws of Registrant*

3.8    Amended Bylaws of Registrant*

10.1   License Agreement between Registrant and Wilhelm Liesner*

10.2   License Agreement between Wilhelm Liesner and Oxywell GmbH*

10.3   Agreement of Amendment between Wilhelm Liesner and Oxywell GmbH**

10.4   Securities Purchase Agreement dated May 20, 2004 ***

10.5   Assignment and Assumption Agreement dated May 20, 2004 ***

10.6   Advisory Agreement dated May 21, 2004 ***

10.7   Consulting Agreement dated May 21, 2004 ***

31(a) Certification of the Chief Executive Officer pursuant to Rule 13a-15(e)
and 15d-15(e) of the Securities and Exchange Act of 1934, as amended, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31(b) Certification of the Chief Financial Officer pursuant to Rule 13a-15(e)
and 15d-15(e) of the Securities and Exchange Act of 1934, as amended, as adopted
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32(a) Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32(b) Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section
1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

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

*** Exhibits 10.4, 10.5, 10.6 and 10.7 have been filed with Form 8-K filed on
May 27, 2004, and are incorporated by reference herein.

(b) Reports on Form 8-K.

None.

Item 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees


                                       19
<PAGE>

The firm of Clancy and Co., P.L.L.C. ("Clancy") provided audit services to the
Company in connection with its annual report for the fiscal years ended March
31, 2004 and 2003. The aggregate fees billed by Clancy for the 2004 audit of the
Company's annual financial statements and the quarterly reviews for the fiscal
year ended March 31, 2004 of the Company's quarterly financial statements were
approximately $15,825. The aggregate fees billed by Clancy for the 2003 audit of
the Company's annual financial statements and the quarterly reviews for the
fiscal year ended March 31, 2003 of the Company's quarterly financial statements
were approximately $12,500.

Audit Related Fees

Clancy did not bill the Company for any fees in 2003 or 2004 for professional
services that are reasonably related to the audit or review of the Company's
financial statements that are not disclosed in "Audit Fees" above.

Tax Fees

Clancy did not bill the Company any fees in 2003 or 2004 for professional
services rendered in connection with the preparation of the Company's tax
returns or tax advice for those periods.

All Other Fees

Clancy did not bill the Company any fees in 2003 or 2004 for other professional
services rendered or any other services not disclosed above.

Audit Committee Pre-Approval

The Company does not have a standing audit committee. Therefore, all services
provided to the Company by Clancy as detailed above, were pre-approved by the
Company's board of directors. The Company's independent auditors performed all
work using only their own full time permanent employees.

                                   SIGNATURES

Pursuant to the requirements of Sections 13 or 15 (d) of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on this 29 day of June,
2004.

                                        Technology Acquisition Corporation

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

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in capacities and on the dates indicated.

Signature        Title                                             Date
----------       -----                                             -------------

/s/ John Kinney  Chairman, President, Chief Executive Officer      June 29, 2004
---------------
John Kinney

/s/ Steve Obana  Chief Financial Officer, Treasurer and Secretary  June 29, 2004
---------------
Steve Obana


                                       20
<PAGE>

                       TECHNOLOGY ACQUISITION CORPORATION
                        INDEX TO THE FINANCIAL STATEMENTS
                        ---------------------------------

<TABLE>
<S>                                                                               <C>
Independent Auditors' Report ..................................................   2

Balance Sheet at March 31, 2004 ...............................................   3

Statements of Operations for the years ended March 31, 2004 and 2003, and for
the period from inception (June 21, 1972) to March 31, 2004
.. .............................................................................   4

Statements of Changes in Stockholders' Deficiency for the period from inception
(June 21, 1972) to March 31, 2004 .............................................   5-7

Statements of Cash Flows for the years ended March 31, 2004 and 2003, and for
the period from inception (June 21, 1972) to March 31, 2004
.. .............................................................................   8-9

Notes to the Financial Statements .............................................   10-21
</TABLE>


                                      F-1
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of
Technology Acquisition Corporation

We have audited the accompanying balance sheet of Technology Acquisition
Corporation, a Nevada Corporation, (A Development Stage Company) as of March 31,
2004, and the related statements of operations, changes in stockholders'
deficiency, and cash flows for the years ended March 31, 2004 and 2003, and
cumulative amounts from inception to March 31, 2004. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of 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 audit provides 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 Acquisition
Corporation as of March 31, 2004, and the results of its operations and its cash
flows for the periods indicated in conformity with generally accepted accounting
principles 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 2 to the financial
statements, the Company has incurred net operating losses since inception (June
21, 1972), a working capital deficiency and a net stockholders' deficiency,
which raises substantial doubt about the Company's ability to continue as a
going concern. The continued existence of the Company is dependent upon its
ability to meet its future financing requirements and the success of future
operations. Management's plans regarding these matters are also disclosed in
Note 2 to the financial statements. The accompanying financial statements do not
include any adjustments that might result from the outcome of this uncertainty.


Clancy and Co., P.L.L.C.
Phoenix, Arizona

June 10, 2004


                                      F-2
<PAGE>

                       TECHNOLOGY ACQUISITION CORPORATION
                          (A Development Stage Company)
                                  Balance Sheet
                                 March 31, 2004

<TABLE>
<CAPTION>
<S>                                                                           <C>
ASSETS
CURRENT ASSETS
   Cash                                                                       $       192
                                                                              -----------
Total current assets                                                                  192

Fixed Assets, net (Note 5)                                                          1,056
                                                                              -----------
Total Assets                                                                  $     1,248
                                                                              ===========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities
   Accounts payable                                                           $    34,910
   Loans from shareholder (Note 4)                                                 51,500
                                                                              -----------
Total current liabilities                                                          86,410

COMMITMENTS AND CONTINGENCIES (NOTES 9, 10)

STOCKHOLDERS' DEFICIENCY
   Preferred stock:  $0.25 par value; authorized: 5,000,000;
            issued and outstanding: none                                               --
   Common stock: $0.01 par value; authorized shares: 100,000,000 (Note 10);
            issued and outstanding: 2,010,900                                      20,109
   Additional paid-in capital                                                   4,557,465
   Deficit accumulated during the development stage                            (4,662,736)
                                                                              -----------
Total stockholders' deficiency                                                    (85,162)
                                                                              -----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                $     1,248
                                                                              ===========
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                      F-3
<PAGE>

                       TECHNOLOGY ACQUISITION CORPORATION
                          (A Development Stage Company)
                            Statements of Operations
         For the years ended March 31, 2004 and 2003, and for the period
                from inception (June 21, 1972) to March 31, 2004

<TABLE>
<CAPTION>
                                                           YEAR ENDED       YEAR ENDED    CUMULATIVE FROM
                                                         MARCH 31, 2004   MARCH 31, 2003     INCEPTION
                                                         ------------------------------------------------
<S>                                                        <C>             <C>             <C>
REVENUES                                                   $      --       $      --       $        --

GENERAL AND ADMINISTRATIVE EXPENSES                          219,847         125,902         1,098,001
                                                         ------------------------------------------------

OPERATING LOSS                                              (219,847)       (125,902)       (1,098,001)

OTHER INCOME (EXPENSES)
   Other income - product demo sales                              --          21,935            21,935
   Management fees - related party (Note 4)                       --          34,524            34,524
   Realized losses - permanent declines in
      marketable equity securities (Note 8)                       --              --        (1,574,100)
   Interest expense                                               --              --          (359,826)
                                                         ------------------------------------------------
Total other expenses                                              --          56,459        (1,877,467)
                                                         ------------------------------------------------

NET LOSS BEFORE INCOME TAXES AND DISCONTINUED OPERATIONS    (219,847)        (69,443)       (2,975,468)

PROVISION FOR INCOME TAXES (Note 6)                               --              --                --

DISCONTINUED OPERATIONS (Note 8)
   Operating loss                                                 --              --        (2,400,617)
   Gain on disposal of discontinued operations                    --              --           713,349
                                                         ------------------------------------------------
Loss from discontinued operations                                 --              --        (1,687,268)
                                                         ------------------------------------------------

NET LOSS AVAILABLE TO COMMON STOCKHOLDERS                  $(219,847)      $ (69,443)      $(4,662,736)
                                                         ================================================

BASIC AND DILUTED LOSS PER SHARE OF COMMON STOCK:
   Continuing operations                                   $   (0.33)      $   (0.12)      $    (10.85)
   Discontinued Operations                                        --              --             (6.15)
                                                         ------------------------------------------------
   Net loss                                                $   (0.33)      $   (0.12)      $    (17.00)
                                                         ================================================
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING         672,804         564,255           274,208
                                                         ================================================
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                      F-4
<PAGE>

                       TECHNOLOGY ACQUISITION CORPORATION
                          (A Development Stage Company)
                Statements of Changes in Stockholders' Deficiency
         For the Period from Inception (June 21, 1972) to March 31, 2004

<TABLE>
<CAPTION>

                                                                                                DEFICIT
                                                                                               ACCUMULATED
                                                        COMMON       COMMON       ADDITIONAL   DURING THE
                                           PREFERRED    STOCK        STOCK        PAID-IN      DEVELOPMENT
                                             STOCK      SHARES       AMOUNT       CAPITAL        STAGE
                                           ---------------------------------------------------------------
<S>                                            <C>    <C>           <C>         <C>            <C>
Inception, June 21, 1972                       -      $     --      $   --      $     --       $     --
Common stock issued for services at $0.50
     per share                                 -         2,000          20           980             --
Common stock issued for cash at $0.75 per
     share                                     -       104,060       1,041        78,575             --
Net loss from inception on June 21, 1972
     through March 31, 1987                    -            --          --            --        (30,220)
                                           ------------------------------------------------------------
Balance, March 31, 1987                        -       106,060       1,061        79,555        (30,220)
Expenses paid on behalf of the Company by
     a stockholder                             -            --          --            50             --
Net loss, year ended March 31, 1988            -            --          --            --        (27,497)
                                           ------------------------------------------------------------
Balance, March 31, 1988                        -       106,060       1,061        79,605        (57,717)
Expenses paid on behalf of the Company by
     a stockholder                             -            --          --         2,674             --
Net loss, year ended March 31, 1989            -            --          --            --        (25,904)
                                           ------------------------------------------------------------
BALANCE, MARCH 31, 1989                        -       106,060       1,061        82,279        (83,621)
Expenses paid on behalf of the Company by
     a stockholder                             -            --          --         1,600             --
Net loss, year ended March 31, 1990            -            --          --            --         (1,275)
                                           ------------------------------------------------------------
BALANCE, MARCH 31, 1990                        -       106,060       1,061        83,879        (84,896)
Expenses paid on behalf of the Company by
     a stockholder                             -            --          --           568             --
Net loss, year ended March 31, 1991            -            --          --            --           (914)
                                           ------------------------------------------------------------
BALANCE, MARCH 31, 1991                        -       106,060       1,061        84,447        (85,810)
Expenses paid on behalf of the Company by
     a stockholder                             -            --          --         1,516             --
Net loss, year ended March 31, 1992            -            --          --            --         (1,087)
                                           ------------------------------------------------------------
BALANCE, MARCH 31, 1992                        -       106,060       1,061        85,963        (86,897)
Expenses paid on behalf of the Company by
     a stockholder                             -            --          --           521             --
Net loss, year ended March 31, 1993            -            --          --            --           (193)
                                           ------------------------------------------------------------
BALANCE, MARCH 31, 1993                        -       106,060       1,061        86,484        (87,090)
Expenses paid on behalf of the Company by
     a stockholder                             -            --          --            45             --
Net loss, year ended March 31, 1994            -            --          --            --           (494)
                                           ------------------------------------------------------------
BALANCE, MARCH 31, 1994                        -       106,060       1,061        86,529        (87,584)
Expenses paid on behalf of the Company by
     a stockholder                             -            --          --           400             --
Net loss, year ended March 31, 1995            -            --          --            --           (299)
                                           ------------------------------------------------------------
BALANCE, MARCH 31, 1995                        -       106,060       1,061        86,929        (87,883)
Common stock issued for cash at $6.50 per
     share                                     -         1,940          19        12,591             --
Distribution to stockholders                   -            --          --        (9,450)            --
Net loss, year ended March 31, 1996            -            --          --            --         (3,267)
                                           ------------------------------------------------------------
BALANCE, MARCH 31, 1996                        -       108,000       1,080        90,070        (91,150)
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                      F-5
<PAGE>

                       TECHNOLOGY ACQUISITION CORPORATION
                          (A Development Stage Company)
           Statements of Changes in Stockholders' Equity (Deficiency)
         For the Period from Inception (June 21, 1972) to March 31, 2004

<TABLE>
<CAPTION>
                                                                                                            DEFICIT
                                                                                                          ACCUMULATED
                                                           COMMON STOCK       COMMON       ADDITIONAL     DURING THE
                                                PREFERRED     SHARES          STOCK         PAID-IN       DEVELOPMENT
                                                  STOCK                       AMOUNT        CAPITAL          STAGE
                                            ---------------------------------------------------------------------------
<S>                                                <C>       <C>           <C>              <C>            <C>
Common issued for the acquisition of 100%
     of the outstanding stock of Wintex
     Corp., April 2, 1996                           --       240,000            2,400       2,517,609              --
Shares canceled, May 23, 1996                       --            (8)              (1)              1              --
Capital contribution                                --            --               --          34,900              --
Common stock issued in exchange for
     organization expenses paid, August
     14, 1996                                       --        17,750              178         102,322              --
Common stock issued for cash at an average
     price of $3.35 per share during the
     six months ended September 30, 1996
                                                    --        20,869              209          69,791              --
Net loss, year ended March 31, 1997                 --            --               --              --        (854,511)
                                            ---------------------------------------------------------------------------
BALANCE, MARCH 31, 1997                             --       386,611            3,866       2,814,693        (945,661)
Common stock issued for services rendered
     at $10.00 per share, June 20, 1997
                                                    --         4,000               40          39,960              --
Common stock issued for cash at $5.00 per
     share, June 23, 1997                           --         5,000               50          24,950              --
Common stock issued for services rendered
     at $10.00 per share, July 24, 1997
                                                    --         5,000               50          49,950              --
Common stock issued for services rendered
     at $10.00 per share, August 26, 1997
                                                    --        10,000              100          99,900              --
Net loss, year ended March 31, 1998                 --            --               --              --      (1,385,535)
                                            ---------------------------------------------------------------------------
BALANCE, MARCH 31, 1998                             --       410,611            4,106       3,029,453      (2,331,196)
Net loss, year ended March 31, 1999                 --            --               --              --        (771,722)
                                            ---------------------------------------------------------------------------
BALANCE, MARCH 31, 1999                             --       410,611            4,106       3,029,453      (3,102,918)
Debt converted to apic                              --            --               --       1,079,022              --
Accounts payable converted to apic                  --            --               --          63,980              --
Capital contributions                               --            --               --          29,338              --
Net loss, year ended March 31, 2000                 --            --               --              --        (915,678)
                                            ---------------------------------------------------------------------------
BALANCE, MARCH 31, 2000                             --       410,611            4,106       4,201,793      (4,018,596)
Net loss, year ended March 31, 2001                 --            --               --              --        (226,547)
                                            ---------------------------------------------------------------------------
BALANCE, YEAR ENDED MARCH 31, 2001                  --       410,611            4,106       4,201,793      (4,245,143)
Common stock issued for legal services
     rendered at $1.00 per share, November
     19, 2001                                       --         4,000               40           3,960              --
Common stock issued for consulting
     services rendered at $1.00 per share,
     November 19, 2001 (Note 3)                     --        75,000              750          74,250              --
Common stock issued in exchange for
     licensing agreement at $0.10 per
     share, November 19, 2001 (Note 3)              --       100,000            1,000           9,000              --
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                      F-6
<PAGE>

                       TECHNOLOGY ACQUISITION CORPORATION
                          (A Development Stage Company)
           Statements of Changes in Stockholders' Equity (Deficiency)
         For the Period from Inception (June 21, 1972) to March 31, 2004

<TABLE>
<CAPTION>
                                                                                                                   DEFICIT
                                                                                                                  ACCUMULATED
                                                                   COMMON           COMMON        ADDITIONAL       DURING THE
                                                   PREFERRED        STOCK           STOCK          PAID-IN         DEVELOPMENT
                                                     STOCK          SHARES          AMOUNT          CAPITAL          STAGE
                                                  ----------------------------------------------------------------------------
<S>                                                    <C>         <C>               <C>           <C>              <C>
Cancellation of shares on January 30, 2002,
     previously issued on November 19, 2001            --          (12,500)           (125)          (12,375)               --
Expenses paid on behalf of the Company by a
     stockholder                                       --               --              --            10,800                --
Net loss, year ended March 31, 2002                    --               --              --                --          (128,303)
                                                  ----------------------------------------------------------------------------
BALANCE, MARCH 31, 2002                                --          577,111           5,771         4,287,428        (4,373,446)
Common stock issued for cash at $10.00 per
     share pursuant to REG S on
     January 3, 2003                                   --            1,500              15            14,985                --
Cancellation of previously issued common
     stock in prior years                              --          (92,750)           (927)              927                --
Net loss, year ended March 31, 2003                    --               --              --                --           (69,443)
                                                  ----------------------------------------------------------------------------
BALANCE, MARCH 31, 2003                                --          485,861           4,859         4,303,340        (4,442,889)
Common stock issued for cash at $10.00 per
     share pursuant to REG S on May 12, 2003
                                                       --            5,000              50            49,950                --
Common stock issued for services rendered
     at $0.60 per share, October 3, 2003               --           20,000             200            11,800                --
Capital contribution by majority
     shareholder - forgiveness of debt                 --               --              --           117,375                --
Common stock issued for services rendered
     at $0.06 per share, February 18, 2004             --        1,500,000          15,000            75,000                --
Fractional shares adjustment                           --               39              --                --                --
Net loss, year ended March 31, 2004                    --               --              --                --          (219,847)
                                                  ----------------------------------------------------------------------------
BALANCE, MARCH 31, 2004                                --        2,010,900       $  20,109       $ 4,557,465       $(4,662,736)
                                                  ============================================================================
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                      F-7
<PAGE>

                       TECHNOLOGY ACQUISITION CORPORATION
                          (A Development Stage Company)
                            Statements of Cash Flows
         For the years ended March 31, 2004 and 2003, and for the period
                from inception (June 21, 1972) to March 31, 2004

<TABLE>
<CAPTION>
                                                                               YEAR ENDED       YEAR ENDED       CUMULATIVE
                                                                              MARCH 31, 2004  MARCH 31, 2003   FROM INCEPTION
                                                                              -----------------------------------------------
<S>                                                                             <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
Net loss                                                                        $(219,847)      $ (69,443)      $(4,662,736)
Adjustments to reconcile net loss to net cash used in operating activities
     Depreciation                                                                     295             123               418
     Write off stock subscription receivable                                       50,000              --            50,000
     Common stock issued for services                                             102,000              --           359,500
     Common stock issued for licensing agreement                                       --              --            10,000
     Debt converted to additional paid-in capital                                 117,375                           117,375
     Transfer of marketable securities for past services rendered and                  --              --
      satisfaction of shareholder loans outstanding                                                                  75,900
     Notes payable incurred for services rendered                                      --              --           220,000
     Realized losses on marketable securities                                          --              --         1,574,100
Changes in assets and liabilities
    Increase (decrease) in accounts payable                                         9,530          20,227            34,910
    Increase (decrease) in accrued expenses - related party                       (80,350)          5,350                --
    Increase (decrease) in accrued consulting fees                                 (4,476)          4,476                --
Net non-cash activities related to discontinued operations                             --              --           831,653
                                                                              -----------------------------------------------
Net cash flows used in operating activities                                       (25,473)        (39,267)       (1,388,880)

CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
   Capital expenditures                                                                --          (1,474)           (1,474)
                                                                              -----------------------------------------------
Net cash flows used in investing activities                                            --          (1,474)           (1,474)

CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
   Checks issued in excess of cash                                                     --             (94)               --
   Proceeds from the sale of common stock                                              --          15,000           202,226
   Loans from shareholders                                                         24,500          27,000           112,805
   Repayments to shareholders                                                          --              --           (61,305)
   Capital contributions                                                               --              --            82,412
   Proceeds from notes payable                                                         --              --         1,054,408
                                                                              -----------------------------------------------
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                                    24,500          41,906         1,390,546
                                                                              -----------------------------------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                     (973)          1,165               192

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                      1,165              --                --
                                                                              -----------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                        $     192       $   1,165       $       192
                                                                              ===============================================
CASH PAID FOR INTEREST AND INCOME TAXES:                                               --              --                --
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                      F-8
<PAGE>

                       TECHNOLOGY ACQUISITION CORPORATION
                          (A Development Stage Company)
                            Statements of Cash Flows
         For the years ended March 31, 2003 and 2002, and for the period
                from inception (June 21, 1972) to March 31, 2004

<TABLE>
<CAPTION>

                                                                             YEAR ENDED      YEAR ENDED     CUMULATIVE
                                                                           MARCH 31, 2004  MARCH 31, 2003 FROM INCEPTION
                                                                           ---------------------------------------------
<S>                                                                           <C>           <C>             <C>
Supplemental noncash investing and financing activities:
   Common stock issued for services rendered                                  $102,000              --      $  359,500
                                                                           =============================================
   Common stock issued for licensing agreement                                      --              --      $   10,000
                                                                           =============================================
   Gain on exchange of net assets for common stock of Healthbridge, Inc.            --              --      $  713,349
                                                                           =============================================
   Transfer of 330,000 shares of Healthbridge, Inc. to majority
    stockholder in full satisfaction of shareholder loans ($61,305) and
    for past services rendered ($14,595)                                            --              --      $   75,900
                                                                           =============================================
   Realized losses on marketable securities                                         --                      $1,574,100
                                                                           =============================================
   Notes payable incurred for services rendered                                     --              --      $  220,000
                                                                           =============================================
   Conversion of debt to equity                                               $117,375              --      $1,260,377
                                                                           =============================================
   Common stock exchanged for subsidiary                                            --              --      $2,520,009
                                                                           =============================================
   Notes payable exchanged for inventory                                            --              --      $  638,010
                                                                           =============================================
   Common stock issued for organization costs                                       --              --      $  102,500
                                                                           =============================================
   Write down of inventory                                                          --              --      $  572,829
                                                                           =============================================
</TABLE>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.


                                      F-9
<PAGE>

                       TECHNOLOGY ACQUISITION CORPORATION
                          (A Development Stage Company)
                        Notes to the Financial Statements

                                 March 31, 2004

NOTE 1 - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND NATURE OF OPERATIONS.

Organization. Technology Acquisition Corporation (A Development Stage Company)
(the "Company") was originally incorporated in the State of Utah on June 21,
1972 under the name of Loadmatic Corporation, as an investment management
company, with an authorized capital of 30,000,000 shares of $0.01 par value
common stock. On March 24, 1986, by amendment to its Articles of Incorporation,
the Company changed its name to Cignal Oil Company and commenced operations in
the development of several oil and gas properties through a series of
subsidiaries until approximately March 1996, at which time management ceased
operations when financing efforts to continue its business were unsuccessful.
Prior to the discontinuance of the oil and gas operations, the Company had
ceased its investment management business. In January 1996, the Company acquired
Wintex Corp. ("Wintex") from Wintex's founder and majority shareholder, Wilhelm
Liesner ("Liesner"), the former Chief Executive Officer, President and majority
shareholder of the Company, in exchange for 240,000 shares of the Company's
common stock. Wintex owned patents, intellectual and marketing rights to the
Redloc(R) II Disposal System, as well as a number of sterilizer modules used in
hospital and medical waste disposal applications.

On April 17, 1996, by amendment to its Articles of Incorporation, the Company
changed its name to Roatan Medical Technologies, Inc. ("Roatan") and increased
its authorized capital to 35,000,000 shares consisting of 30,000,000 shares of
$0.01 par value common stock and 5,000,000 shares of $0.25 par value preferred
stock. The common stock has voting rights of one vote per share. The preferred
stock rights and preferences are to be determined by the Board of Directors, who
has the authority to designate and issue the preferred stock in one or more
series. On June 24, 1996, Roatan was incorporated in the State of Nevada with
the same authorized capital as the Utah Corporation, and on July 23, 1996, by
migratory merger, Roatan (a Utah corporation) was merged into Roatan (a Nevada
corporation). Roatan developed its business with the intent of producing and
marketing medical devices and procedures, with its primary focus as producing
and marketing the Redloc(R) II Disposal System.

The Company contracted with United Systems, Inc. ("United") to manufacture the
waste disposal system products, but due to lack of funding, the Company sold its
patent rights as well as the Company's other assets pursuant to an Asset
Exchange Agreement dated January 27, 1999, to Healthbridge, Inc.,
("Healthbridge"), which thereafter became a publicly traded company, in
consideration for which the Company received 330,000 shares of Healthbridge
common stock acquired at a market value of $1,650,000, per published closing
market prices. In addition, the Agreement also contemplated the sale of certain
assets to Healthbridge by United. At the time that United had originally
contracted with the Company to manufacture the product, the two companies had no
affiliation. However, Healthbridge was insisting upon purchasing all assets
relating to the waste disposal system and to facilitate the sale between the
Company and Healthbridge, the Company's majority shareholder purchased a
majority shareholder interest in United after which United became a party to the
Agreement. Additionally, as part of the agreement, Liesner was elected as a
director of Healthbridge, which position he resigned effective January 2003.
Following the sale, the Company ceased engaging in any business activity. (See
Note 8)

On August 7, 2000, by amendment to its Articles of Incorporation, the Company
changed its name to Technology Acquisition Corporation. In November 2001, the
Company entered into a licensing agreement with its majority shareholder,
Liesner, pursuant to which it acquired the exclusive rights to market and sell
the Oxywell water-oxygenating system in North America (the "Oxywell System" or
"System"). The Oxywell System was originally developed by Oxywell GmbH, a German
company headquartered in Munich, which began marketing the System in the
European Economic Community in July 2001. In October 2001, Oxywell GmbH entered
into an agreement with Liesner (the "Oxywell Agreement") pursuant to which it
granted Liesner exclusive rights to market the Oxywell System in the United
States, Puerto Rico and Canada and an option to market and sell the System in
Mexico. The license agreement between Liesner and the Company was virtually
co-extensive with the Oxywell Agreement, with the exception that under the
Oxywell Agreement, Oxywell was not entitled to any royalty on the sale of the
product. The Company did not hold any patents or trademark or trade name
propriety rights relating to the Oxywell Product, but relied on the patent and
trademark/trade name rights held by Oxywell GmbH, which had applied for
protection in the United States. Effective September 1, 2002, Liesner became
President of Oxywell GmbH. Prior to that date, there was no relationship with
Liesner and Oxywell GmbH, other than as an independent representative. On June
6, 2003, the shareholders of Oxywell GmbH filed for liquidation of the Company
due to the inability to generate sufficient cash for operations. This also ended
the tenure of Liesner and essentially the Company's ongoing business efforts
related to the Oxywell water-oxygenating system.


                                      F-10
<PAGE>

Nature of operations. The Company is a development stage company, actively
seeking merger candidates. To date, management has devoted the majority of its
efforts to (i) developing its marketing strategy and plans, (ii) pursuing and
assembling a management team to attain its business goals, and (iii) obtaining
sufficient working capital from loans and from equity obtained through private
placement offerings.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

Development stage company - A business is a defined as a development stage
company if it is devoting substantially all of its efforts to establishing a new
business and its planned principal operations either (i) have not commenced or
(ii) have commenced, but have not produced any significant revenues. (See Note
2)

Accounting method - The Company uses the accrual method of accounting for
financial statement and tax return purposes.

Use of estimates - The preparation of financial statements in conformity with
generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Management makes its best
estimate of the ultimate outcome for these items based on historical trends and
other information available when the financial statements are prepared. Changes
in estimates are recognized in accordance with the accounting rules for the
estimate, which is typically in the period when new information becomes
available to management. Actual results could differ from those estimates.

Cash and cash equivalents - The Company considers all highly liquid instruments
purchased with an original maturity of three months or less to be cash
equivalents.

Foreign currency translation - Transaction gains and losses that arise from
exchange rate fluctuations on transactions denominated in a currency other than
the local functional currency are included in the results of operations at the
average exchange rate during the period.

Concentration of credit risk - The Company maintains cash balances at a
financial institution that is insured by the FDIC up to $100,000.

Related party transactions - A related party is generally defined as (i) any
person that holds 10% or more of the Company's securities and their immediate
families, (ii) the Company's management, (iii) someone that directly or
indirectly controls, is controlled by or is under common control with the
Company, or (iv) anyone who can significantly influence the financial and
operating decisions of the Company. A transaction is considered to be a related
party transaction when there is a transfer of resources or obligations between
related parties.

Fair value of financial instruments - For certain of the Company's financial
instruments, including cash and cash equivalents, accounts payable, and loans
from shareholders, the carrying amounts approximate fair value due to their
short maturities.

Revenue recognition - Revenues from product sales are recognized when the
product is shipped, net of an allowance for estimated returns, and the risks and
rewards of ownership have transferred to the customer. Since the Company takes
title to the inventory, bears the risk of loss for collection, delivery, or
returns, and is responsible for order fulfillment, revenues are recognized at
the gross sales amounts billed to the customer. Revenues from management fees
are recognized when the services are performed.


                                      F-11
<PAGE>

Cost recognition - Cost of sales includes all direct material and labor costs
and those indirect costs of bringing raw materials to sale condition, including
shipping and handling costs. General and administrative costs, including
research and development expenses, are expensed when incurred. Research and
development costs for the fiscal year ended March 31, 2003, 2004, and for the
period from inception to March 31, 2004, were $10,312, $0 and $10,312.

Advertising costs - Advertising costs are expensed as incurred and totaled $0
for 2004, and $5,199 for 2003 and for the period from inception to March 31,
2004.

Allowance for doubtful accounts and return allowances - The Company presents
accounts receivable, net of allowances for doubtful accounts and returns. The
allowances are calculated on detailed review of customer accounts based on how
recently payments have been received, overall historical rates and an estimation
of the overall economic conditions affecting the Company's customer base. The
Company reviews a customer's credit history before extending credit. There is no
allowance for doubtful accounts as of March 31, 2004.

Marketable equity securities - Marketable equity securities consist of Rule 144
restricted common stock stated at market value as determined by the most
recently traded price at the balance sheet date. All marketable equity
securities in these financial statements are defined as available-for-sale
securities under the provisions of Statement of Financial Accounting Standards
No. ("SFAS") 115, "Accounting for Certain Investments in Debt and Equity
Securities." Investments available for current operations are classified in the
balance sheet as current assets; investments held for long-term purposes are
classified as noncurrent assets. Unrealized gains or losses, net of the related
income tax effect, are excluded from earnings and are reported as a separate
component of stockholders' equity in comprehensive income (loss), net of taxes,
until realized. Realized gains and losses are included in the statement of
operations in the period they arise. There have been no unrealized gains/losses
since inception.

Inventory - Inventory is stated at cost.

Property and equipment - Property and equipment is stated at cost and is
depreciated under the straight-line method over the estimated useful lives of
the asset.

Pooling-of-interests method - Transfers of assets between related parties or
entities under common control are valued at historical costs (net book value) in
a manner similar to that in a pooling-of-interest accounting.

Income taxes - The Company accounts for income taxes under the provisions of
SFAS No. 109, "Accounting for Income Taxes." Under SFAS No. 109, deferred income
tax assets and liabilities are computed for differences between the financial
statements and tax bases 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. Valuation allowances are established when necessary, to reduce
deferred income tax assets to the amount expected to be realized. Income tax
expense is the tax payable or refundable for the period plus or minus the change
during the period in deferred tax assets and liabilities.

Earnings per share - Basic earnings or loss per share is based on the weighted
average number of common shares outstanding. Diluted earnings or loss per share
is based on the weighted average number of common shares outstanding and
dilutive common stock equivalents. Basic earnings/loss per share is computed by
dividing income/loss (numerator) applicable to common stockholders by the
weighted average number of common shares outstanding (denominator) for the
period. All earnings or loss per share amounts in the financial statements are
basic earnings or loss per share, as defined by SFAS No. 128, "Earnings Per
Share." Diluted earnings or loss per share does not differ materially from basic
earnings or loss per share for all periods presented. Convertible securities
that could potentially dilute basic earnings (loss) per share in the future such
as options were not included in the computation of diluted earnings (loss) per
share because to do so would be antidilutive. All share and per share
information are adjusted retroactively to reflect stock splits and changes in
par value.

                                      F-12
<PAGE>

Stock-based compensation - The Company accounts for stock-based compensation
using the intrinsic value method prescribed in Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees." Compensation cost
for stock options, if any, is measured as the excess of the quoted market price
of the Company's stock at the date of grant over the amount an employee must pay
to acquire the stock. SFAS No.123, "Accounting for Stock-Based Compensation,"
established accounting and disclosure requirements using a fair-value-based
method of accounting for stock-based employee compensation plans. The Company
has elected to remain on its current method of accounting as described above and
has adopted the pro forma disclosure requirements only of SFAS No. 123.

Comprehensive income - The Company includes items of other comprehensive income
by their nature in a financial statement and displays the accumulated balance of
other comprehensive income separately from deficit accumulated during the
development stage and additional paid-in capital in the equity section of the
balance sheet. The Company discloses total comprehensive income its components
and accumulated balances on its statement of stockholders' deficiency, when
applicable.

Long-lived assets - Long-lived assets and certain identifiable intangibles to be
held and used by the Company are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. The Company continuously evaluates the recoverability of its
long-lived assets based on estimated future cash flows and the estimated
liquidation value of such long-lived assets, and provides for impairment if such
undiscounted cash flows are insufficient to recover the carrying amount of the
long-lived assets. If impairment exists, an adjustment is made to write the
asset down to its fair value, and a loss is recorded as the difference between
the carrying value and fair value. Fair values are determined based on quoted
market values, discounted cash flows, or internal and external appraisals, as
applicable. Assets to be disposed of, when applicable, are carried at the lower
of carrying value or estimated net realizable value.

Reclassification - Certain prior period amounts have been reclassified to
conform to the current period presentation.

Recent accounting pronouncements - The Financial Accounting Standards Board
("FASB") has issued the following pronouncements, none of which are expected to
have a significant affect on the financial statements:

January 2003 - FASB issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation
of Variable Interest Entities, an Interpretation of ARB No. 51." FIN 46 requires
certain variable interest entities to be consolidated by the primary beneficiary
of the entity if the equity investors in the entity do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. FIN 46 is effective for all
new variable interest entities created or acquired after January 31, 2003. For
variable interest entities created or acquired prior to February 1, 2003, the
provisions of FIN 46 must be applied for the first interim or annual period
beginning after June 15, 2003.

April 2003 - SFAS No. 149, "Accounting for Amendment of Statement 133 on
Derivative Instruments and Hedging Activities," which amends and clarifies
financial accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities
under FASB Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities. This Statement is generally effective for contracts entered into or
modified after June 30, 2003, and all provisions should be applied
prospectively. This statement does not affect the Company.

May 2003 - SFAS No. 150, "Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity," which establishes standards for
how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. It requires that an issuer
classify a financial instrument that is within its scope as a liability (or an
asset in some circumstances). This Statement is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning after June 15,
2003. It is to be implemented by reporting the cumulative effect of a change in
an accounting principle for financial instruments created before the issuance
date of the Statement and still existing at the beginning of the interim period
of adoption. Restatement is not permitted. This statement does not affect the
Company.


                                      F-13
<PAGE>

NOTE 2 - GOING CONCERN

The Company has been a development stage company and has incurred net operating
losses since inception (June 21, 1972). The accompanying financial statements
have been prepared in conformity with generally accepted accounting principles
in the United States of America, which contemplates continuation of the Company
as a going concern, which is dependent upon the Company's ability to establish
itself as a profitable business. Management is devoting substantially all of its
present efforts in securing and establishing a new business and has generated
minimal revenues. Management plans to conduct limited operations to minimize
operating expenses until external funds can be raised or internal cash flows are
generated. Management believes that it will continue to incur losses for at
least the next twelve months, and as a result will require additional funds
through loans from shareholders, debt or equity financing.

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

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

NOTE 3 - STOCKHOLDERS' EQUITY

On June 21, 1972, the Company issued 2,000 shares of common stock for services
rendered at $0.50 per share, or $1,000. Additionally, the Company issued 104,060
shares of common stock for cash at $0.75 per share, or $79,616.

For the years ended March 31, 1988 through March 31, 1995, total capital
contributions of $7,374 were made to the Company to pay for expenses incurred on
behalf of the Company.

During the year ended March 31, 1996, the Company issued 1,940 shares of common
stock for cash at $6.50 per share, or $12,610. The proceeds were used to repay
shareholder loans and purchase common stock in various closely held companies.
The Company distributed the stock acquired directly to the shareholders on a pro
rata basis during March 1996, reducing its paid in capital by $9,450.

On April 2, 1996, the Board of Directors authorized a reverse split of 5:1 of
the Company's common stock, with the par value remaining the same. All share and
per share information have been adjusted retroactively to reflect the reverse
stock split.

On April 2, 1996, the Company exchanged 240,000 shares of restricted common
stock for 100% of the outstanding common stock of Wintex Corp., a Texas
corporation. Wintex Corp.'s founder and majority shareholder, Liesner, was also
the former Chief Executive Officer, President and majority shareholder of the
Company. The transaction was recorded at the net book value of Wintex Corp. in
the amount of $2,520,009, because exchanges or transfers of assets between
related parties or entities under common control are valued at historical costs
in a manner similar to that in pooling-of-interest accounting. Wintex owned
patents, intellectual and marketing rights to the Redloc(R) II Disposal System,
as well as a number of sterilizer modules used in hospital and medical waste
disposal applications. Wintex Corp. is no longer in existence.

On May 23, 1996, the Company canceled 8 shares of its common stock that were
issued in error.

On August 14, 1996, the Company issued 17,750 shares of its restricted common
stock in exchange for organization costs paid, or $102,500. During the six
months ended September 30, 1996, the Company issued 20,869 shares of restricted
common stock for cash at an average price per share of $3.35, or $70,000.


                                      F-14
<PAGE>

During the fiscal year ended March 31, 1997, the Company received $34,900 in
capital contributions.

On June 20, 1997, the Company issued 4,000 shares of restricted common stock for
services rendered at $10.00 per share, or $40,000. The shares were issued at the
fair market value of the services rendered.

On June 23, 1997, the Company issued 5,000 shares of restricted common stock for
cash at $5.00 per share, or $25,000.

On July 24, 1997, the Company issued 5,000 shares of restricted common stock for
services rendered at $10.00 per share, or $50,000. The shares were issued at the
fair market value of the services rendered.

On August 26, 1997, the Company issued 10,000 shares of restricted common stock
for services rendered at $10.00 per share, or $100,000. The shares were issued
at the fair market value of the services rendered.

On April 1, 1999, the Company converted notes payable and related accrued
interest totaling $1,079,022, and accounts payable of $63,980 to additional paid
in capital.

During the year ended March 31, 2000, the majority stockholder made cash
contributions of $29,338 to pay for various expenses of the Company.

On November 19, 2001, the Company issued 66,500 shares of restricted common
stock for services rendered at 1.00 per share, or $66,500, as follows: 4,000
shares of restricted common stock to an unrelated party for legal services
rendered in connection with filing a registration statement with the Securities
and Exchange Commission; 25,000 shares to the majority stockholder for
management and consulting services provided to the Company, such as maintaining
the books and records, overseeing and meeting compliance requirements, and other
general and administrative duties as deemed necessary; 5,000 shares to a related
party, (the daughter of the majority stockholder) for accounting and bookkeeping
services; 5,000 shares to an unrelated party for director fees; 20,000 shares to
an unrelated consultant to formulate a marketing strategy for the Oxywell
product, of which 12,500 shares were subsequently canceled on January 30, 2002;
and 20,000 shares to an unrelated consultant for business management services.
The value ascribed to the shares of common stock was based on the fair value of
the services received. The fair market value of the common stock could not be
measured objectively and reliably due to a lack of trading history and an
established trading market. The share issuances and values assigned were
consummated on terms equivalent to those that prevail in an arm's-length
transaction.

On November 19, 2001, the Company also issued 100,000 shares of restricted
common stock to its former President, Liesner, in consideration for his granting
to the Company an exclusive license to market and sell the Oxywell
water-oxygenating system in North America. There was no consideration paid by
Liesner for the license prior to Liesner granting the licensing rights to the
Company. The Board of Directors approved the transaction. The transaction was
recorded at a nominal value of $10,000, or $0.10 per share, because (i) the fair
market value of the common stock could not be measured objectively and reliably
due to a lack of trading history and an established trading market and (ii) the
fair value of the license could not be determined because future cash flows were
uncertain. No asset was recognized and the entire value ($10,000) was expensed
and included in general and administrative expenses for the year ended March 31,
2002, since the recoverability of this contract was uncertain. (See Note 4)

During the fiscal year ended March 31, 2002, the President and majority
stockholder made cash contributions of $10,800 to pay for various expenses of
the Company.

On November 19, 2002, the Company issued, but did not release, 150,000 shares of
common stock pending a final written agreement between Oxywell GmbH and the
Company, whereby Oxywell GmbH would sell certain of its assets to the Company in
exchange for 150,000 shares of the Company's common stock. No final written
agreement was reached and the shares were canceled on March 13, 2003.


                                      F-15
<PAGE>

On February 7, 2003, the Company canceled 92,750 shares of previously issued
common stock because Management of the Company determined that the consideration
was never given or the services were never rendered. (See Note 9)

On January 3, 2003, the Company raised $15,000 and issued 1,500 shares of common
stock at $10.00 per share pursuant to certain REG S stock purchase agreements.

On May 12, 2003, the Company issued 5,000 shares of common stock at $10.00 per
share pursuant to certain REG S stock purchase agreement. The funds were never
collected and management subsequently wrote off the balance due of $50,000,
which was charged to operations for the fiscal year ended March 31, 2004.

On October 3, 2003, the Company issued 20,000 shares of common stock at $0.60
per share, or $12,000 for consideration of services rendered. The shares were
issued at the fair market value on the date of issuance. The shares were issued
as follows: 7,500 shares were issued to two directors for business management
consulting services rendered, 2,500 shares were issued for accounting services
rendered, and 10,000 shares were issued for consulting services rendered.

On October 13, 2003, the Board of Directors authorized a reverse split of 10:1
of the Company's common stock, with the par value remaining the same. All share
and per share information have been adjusted retroactively to reflect the
reverse stock split.

On February 18, 2004, the Company issued 1,500,000 shares of common stock at
$0.06 per share to the Company's former President for business and management
services rendered. The shares were valued at the fair market value on the date
of issuance. The shares were subsequently registered on Form S-8 in April 2004.


NOTE 4 - RELATED PARTY TRANSACTIONS

Loans from shareholders - From time to time, the Company's former President or
one of his related entities, advanced funds to pay expenses incurred on behalf
of the Company. These loans are unsecured, non-interest bearing and due on
demand. On January 2, 2002, the Board of Directors agreed to transfer the
330,000 shares of common stock held in Healthbridge to its former President and
majority stockholder for management services rendered and in full satisfaction
of $61,305 in shareholder loans advanced through December 31, 2001. The services
rendered were valued at the fair market value of the services rendered. The
Healthbridge shares were valued at the closing bid price on January 2, 2002 of
$0.23. As of March 31, 2004, unpaid loans from shareholders totaled $51,500.

Consulting fees - related party - Consulting fees, such as maintaining the books
and records, overseeing and meeting compliance requirements, and other general
and administrative duties as deemed necessary, which are included in general and
administrative expenses, for the fiscal year ended March 31, 2003 and 2004, and
for the period from inception to March 31, 2004, totaled $39,000, $27,000, and
$66,000, respectively.

Rent expense - related party - During the fiscal years ended March 31, 2004 and
2003, the Company accrued $550 per month for the use of office facilities in
Dallas and Munich, Germany. There are no rental agreements and the monthly rents
were $250 and $300, respectively. Rental expense included in general and
administrative expenses for the fiscal year ended March 31, 2003, 2004, and for
the period from inception to March 31, 2004, was $9,350, $4,950, and $14,300,
respectively.

Management Fees - During the fiscal year ended March 31, 2003, the Company
entered into an agreement with Oxywell GmbH to provide consulting services at
the rate of $5,500 Euros per month. Other income includes management fees for
management services provided to Oxywell, a company controlled by the same
president as the Company's former President. Included in the statement of
operations for the fiscal year ended March 31, 2003 and for the period from
inception to March 31, 2004, are fees earned for management services provided
totaling $34,524.

Accrued expenses converted to equity - The Company's former President agreed to
convert $117,375 of accrued expenses owed him to additional paid-in capital due
to insufficient capital resources and the Company's inability to repay. The
balance converted represented (a) $42,375 in unpaid accrued expenses such as
accrued rent and accrued consulting fees and (b) $75,000 due and payable for
services rendered related to the Company's development, production, and
marketing of its prior self-contained infectious waste disposal system (Redloc
II Disposal System) by two companies that were wholly-owned by the former
President of this Company. The services were performed during the period October
1, 1996 to December 31, 1997 and there was no contract.


                                      F-16
<PAGE>

Common stock and the Oxywell Agreement - See details in Note 3.

NOTE 5 - FIXED ASSETS

Fixed assets consist of computer equipment with a stated cost of $1,474 and
accumulated depreciation of $417, for a net book value of $1,056. Depreciation
expense for the fiscal year ended March 31, 2003, 2004, and for the period from
inception to March 31, 2004, was $123, $294, and $417, respectively.


NOTE 6 - INCOME TAXES

There is no current or deferred tax expense due to the Company's loss position
and the benefits of timing differences have not been previously recorded. The
deferred tax consequences of temporary differences in reporting items for
financial statement and income tax purposes are recognized, as appropriate.
Realization of the future tax benefits related to the deferred tax assets is
dependent on many factors, including the Company's ability to generate taxable
income within the net operating loss carryforward period. Management has
considered these factors in reaching its conclusion as to the valuation
allowance for financial reporting purposes and has recorded a 100% valuation
allowance against the deferred tax asset.

A reconciliation of expected federal income tax expense (benefit) based on the
U.S. Corporate income tax rate of 34% to actual expense (benefit) is as follows:

                                       2004             2003        INCEPTION
                                     -----------------------------------------
Expected federal income tax benefit  $ 74,700       $ 23,600       $ 1,585,000
Increase in valuation allowance       (74,700)       (23,600)       (1,585,000)
                                     -----------------------------------------
Income tax expense (benefit)               --             --                --
                                     =========================================

At March 31, 2004, non-current deferred tax asset of approximately $1,585,000
results from the deferred tax benefit of net operating loss carryforwards of
approximately $1,045,000, which have a 100% valuation allowance, and capital
loss carryforwards of approximately $540,000, which have also been fully offset
by a valuation reserve, as the ability of the Company to generate sufficient
taxable income in the future is uncertain. There are no other significant
deferred tax assets or liabilities.

As of March 31, 2004, the Company has available net operating loss carryforwards
for federal income tax purposes of approximately $3,100,000, which expire
through 2024, and capital loss carryforwards of $1,589,000, which expire through
2007. Pursuant to the Tax Reform Act of 1986, annual utilization of the
Company's net operating loss carryforwards may be limited if a cumulative change
in ownership of more than 50% is deemed to occur within any three-year period.

NOTE 7 - OPTIONS

On November 6, 2001, the Company granted a total of 20,000 options to purchase
an equal number of shares of the Company's common stock at an exercise price of
$10.00 per share for 10,000 shares and $20.00 a share for 10,000 shares expiring
on November 6, 2006, or sooner if the optionee's relationship with the Company
ceases prior to that date. The options vested immediately. There have been no
options granted, exercised, canceled, or forfeited since that date. (See Note
10)


                                      F-17
<PAGE>

The fair value of options granted during 2001 was estimated on the date of grant
using the Black-Scholes option pricing model and the following assumptions:
weighted-average grant-date fair value of $10.00 per share, expected volatility
of 0%, dividend yield of 0%, risk-free interest rate of 5%, and expected lives
of three years. The remaining contractual life of the options is 2.58 years.


Stock options outstanding and exercisable on March 31, 2004 are as follows:

                                               WEIGHTED AVERAGE     WEIGHTED
          RANGE OF                SHARES          EXERCISE          AVERAGE
       EXERCISE PRICE              UNDER            PRICE         REMAINING LIFE
         PER SHARE                OPTION                            IN YEARS
-------------------------------------------------------------------------------
Outstanding and Exercisable:
           $10.00                 10,000           $  3.33            0.86
           $20.00                 10,000           $ 13.33            1.72

The Company accounts for stock-based compensation using the intrinsic value
method prescribed by Accounting Principles Board No. 25, "Accounting for Stock
Issued to Employees," under which no compensation cost is recognized for stock
option awards granted at or above the fair market value of the Company's common
stock. Had compensation expense for the Company's stock-based compensation plans
been determined under FAS No. 123, based on the fair market value at the grant
dates, the Company's pro forma net loss and pro forma net loss per share would
have been reflected as follows:

<TABLE>
<CAPTION>
                                                              2004             2003           INCEPTION
                                                           ---------------------------------------------
<S>                                                        <C>              <C>              <C>
Net loss
   As reported                                             $ (219,847)      $  (69,443)      $(4,662,736)
   Stock-based employee compensation cost, net of tax              --               --          (175,675)
                                                           ---------------------------------------------
   Pro forma                                               $ (219,847)      $  (69,443)      $(4,838,411)
                                                           =============================================
Net loss per share
   As reported                                             $    (0.33)      $    (0.12)      $    (17.00)
                                                           =============================================

   Pro forma                                               $    (0.33)      $    (0.12)      $    (17.65)
                                                           =============================================
</TABLE>

NOTE 8 - DISCONTINUED OPERATIONS

Pursuant to an Asset Purchase Agreement dated January 27, 1999, the Company
transferred all of its assets, which included patents, inventories, machinery,
equipment, and intangibles and assumed certain liabilities in exchange for
330,000 shares of Healthbridge common stock (See Note 1). Certain assets such as
tax loss carryforwards, carrybacks, net operating losses, refunds, etc. were
excluded from the exchange.

On February 24, 1999, an "Assumption and Release Agreement," (ARA) was executed
by and among Healthbridge Delaware (the Assumptor), Roatan Medical Technologies,
Inc., Roatan Medical Services, Inc., and United Services, Inc. (the Original
Borrower Principals), Wilhelm Liesner (Liesner) and First Capital Invest Corp.,
BVI (FCIC). Healthbridge Delaware assumed all of the payment and performance
obligations of the Original Borrower Principals and Liesner to FCIC under the
various agreements. Additionally, FCIC was given a conversion right, which they
exercised on or around February 26, 1999, in connection with the transfer of the
assets in the APA, which applied to the principal balance of the note only for
the conversion of 4,850,000 shares of common stock in cancellation of $1,000,000
principal amount of the note. Interest accrued under the note was forgiven upon
the exercise of the conversion right. Certain FCIC "Expense Notes" were assumed
under the APA and are included in accounts payable per above, and bear interest
at 10% per annum.


                                      F-18
<PAGE>

THE LOSS FROM DISCONTINUED OPERATIONS FOLLOWS:

Revenue                            $    38,701
Operating costs                     (2,439,318)
                                   -----------
Net loss                           $(2,400,617)
                                   ===========

The gain on the disposal is as follows:
<TABLE>
<S>                                                                <C>                <C>
Sales price:  330,000 shares of  Healthbridge,  Inc. common
               stock at fair marke                                                   $ 1,650,000


Assets purchased:
Inventory                                                             40,395
Fixed assets, net                                                     10,778
Organization costs                                                   102,500
Patents, net                                                       2,100,007          (2,253,680)
                                                                   ---------

Liabilities assumed:
FCIC promissory note (FCIC)                                        1,000,000
Accounts  payable per  agreement  (includes  FCIC  "Expense
Notes" of $84,681)                                                   233,215
Accrued interest forgiven                                             83,814           1,317,029
                                                                   ---------         -----------

Gain on disposal                                                                     $   713,349
                                                                                     ===========
</TABLE>

The fair market value of the 330,000 Healthbridge shares was $1,650,000 and
these securities were written down by $1,574,100 to their estimated realizable
value, because, in the opinion of management, the decline in market value of
those securities was considered to be other than temporary.

The following is a summary of the activity relating to marketable equity
securities classified as "available-for-sale" securities as required by SFAS No.
115:

Cost                                                             $ 1,650,000
Gross realized losses-year ended 3/31/99                            (495,000)
                                                                 -----------
Estimated fair value, 3/31/99                                      1,155,000
Gross realized losses-year ended 3/31/00                            (887,700)
                                                                 -----------
Estimated fair value, 3/31/00                                        267,300
Gross realized losses, year ended 3/31/01                           (184,800)
                                                                 -----------
Estimated fair value, 3/31/01                                         82,500
Realized losses, year ended 3/31/01                                   (6,600)
                                                                 -----------
Estimated fair value before transfer to majority stockholder          75,900
Value of shares distributed to majority stockholder                  (75,900)
                                                                 -----------
Balance                                                          $         -

On January 2, 2002, the Board of Directors agreed to transfer the 330,000 shares
of common stock held in Healthbridge to its former president and majority
stockholder for management services rendered of $14,595 and in full satisfaction
of $61,305 in shareholder loans advanced through December 31, 2001. The services
rendered were valued at the fair market value of the services rendered. The
Healthbridge shares were valued at the closing bid price on January 2, 2002 of
$0.23. (See Note 4)

NOTE 9 - CONTINGENT LIABILITY

The Company accounts for contingent liabilities when it is probable that future
expenditures will be made and such expenditures can be reasonably estimated. On
February 7, 2003, the Company canceled 92,750 shares of previously issued common
stock because the Company determined that consideration was never given or the
services were never rendered. There was no significant effect on net loss per
common share for the comparative periods presented. It is the Company's belief
that the cancellation of shares will not have a future material adverse affect
on the Company's financial position or results of operations, if any.
Accordingly, no amount of estimated loss can be determined at this time.
However, the Company cannot provide assurance that damages that result in a
material adverse effect on its financial position or results of operations will
not be imposed in these matters. (See Note 3)


                                      F-19
<PAGE>

NOTE 10 - SUBSEQUENT EVENTS

Change in control.

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

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

Consulting and advisory agreements.

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

Common stock.

Conversion of debt - On May 21, 2004, the Board of Directors of the Company
approved the conversion of the $75,000 note pursuant to the Assignment and
Assumption Agreement and issued 1,875,000 shares of common stock valued at $0.04
per share in full satisfaction thereof. The shares have been issued as of the
date of issuance of these financial statements.

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

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

Director's fees - On May 21, 2004, the Board of Directors of the Company
approved the issuance of 10,000 shares of common stock to each member of the
Board of Directors for their services rendered on behalf of the Company.


                                      F-20
<PAGE>

Compensatory services rendered - On May 24, 2004, the Board of Directors of the
Company approved the issuance of 70,000 shares of common stock to compensate
certain of its directors (20,000) and advisors (50,000), who are unrelated
parties, for services rendered during the first quarter of 2005. As of the date
of issuance of these financial statements, these shares have not been issued.


Authorized Capital.

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

Stock Options.

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


                                      F-21