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, 2003

[ ] 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.)

                          509 N. Winnetka, Suite 207
                               Dallas, Texas 75208
          (Address of principal executive offices, including zip code)

                          2807 Allen Street, Suite 713
                               Dallas, Texas 75204
                         (Registrant's Mailing Address)

                                 (214) 948-2990
              (Registrant's Telephone Number, Including Area 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 $56,459.

Aggregate market value of Common Stock, $0.01 par value, held by
non-affiliates of the registrant as of March 31, 2003:  $10,711.
Number of shares of Common Stock, $0.01 par value, outstanding as
of March 31, 2003: 4,858,616.

Transitional Small Business Disclosure Format:  Yes [   ] No [X]

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ANNUAL REPORT ON FORM 10-KSB
FOR THE FISCAL YEAR ENDED MARCH 31, 2003


TABLE OF CONTENTS

PART I                                                            PAGE

Item  1.    Description of Business..................................3

Item  2.    Description of Property.................................18

Item  3.    Legal Proceedings.......................................18

Item  4.    Submissions of Matters to a Vote of Security Holders....18

PART II

Item  5.    Market for Common Equity and Related Stockholder........19
            Matters

Item  6.    Management's Discussion and Analysis or Plan of ........20
            Operations

Item  7.    Financial Statements....................................24

Item  8.    Changes in and Disagreements with Accountants on........56
            Accounting and Financial Disclosure

PART III

Item  9.    Directors, Executive Officers, Promoters and Control....56
            Persons; Compliance with Section 16(a) of the Exchange Act

Item 10.    Executive Compensation..................................58

Item 11.    Security Ownership of Certain Beneficial Owners and.....60
            Management
Item 12.    Certain Relationships and Related Transactions..........60

Item 13.    Exhibits and Reports on Form 8-K........................63

Item 14.    Controls and Procedures.................................64

Item 15.    Principal Accountant Fees and Services..................64

Signatures..........................................................66

Certifications......................................................67

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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 uncer-
tainties 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.
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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
<http://www.secinfo.com/$/SEC/Registrant.asp?CIK=925894>'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 con-
stitutes 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 ("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 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
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continue its business were unsuccessful. Prior to the dis-
continuance of the 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 current CEO, President and majority
shareholder of the Company, in exchange for which it issued to Mr.
Liesner a total of 2,400,000 shares of the Company's Common Stock.
WinTex owned patents, intellectual and marketing rights to the
Redloc 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 2.4 million
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 of 1996, by amendment to its Articles of Incorporation,
the Company changed its name to Roatan Medical Technologies, Inc.
In June of 1996, Roatan was incorporated as a Nevada entity and in
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 Disposal System. The Company had contracted
with United Systems, Inc. to manufacture the waste disposal system
products.

In January of 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 ("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, 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, Mr. Liesner
was elected as a director  of Healthbridge, which position he re-
signed effective January 2003.  Following the sale, the Company ceased
engaging in any business activity.
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In July of 2000, by amendment to its Articles of Incorporation, the
Company changed its name to Technology Acquisition Corporation. In
November of 2001, TAC entered into a licensing agreement with its
majority shareholder, Wilhelm Liesner, pursuant to which it acquired
the exclusive rights to market and sell the Oxywell water-oxygenating
system in North America (the "Oxywell System" or "System"). The
System was originally developed by Oxywell GmbH, a German company
headquartered in Munich, which began marketing the System in the
European Economic Community in July of 2001.

In October of 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 is virtually co-extensive with the Oxywell Agreement.
(See caption "Patents, trademarks, licenses, franchises, concessions,
royalty agreements or labor contracts" below).

Our  principal  offices are located at 509 N. Winnetka, Suite 207,
Dallas, Texas 75208.

Principal products or services and their markets

TAC is a development stage company, which intends to engage in the
business of the marketing and sale of the Oxywell water oxygenating
system, initially in the United States market, commencing in the
fourth quarter of calendar 2003. In November of 2001, the Company
acquired the exclusive right to market and sell the Oxywell water-
oxygenating system (the "Oxywell System" or the "System") in the United
States, Puerto Rico and Canada and an option to market and sell the
System in Mexico. 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. The Systems have
not yet been offered for sale in the U.S.

At present, Oxywell GmbH has filed three separate patent applications
for the Oxywell System; an application for the "Procedure for
enriching fluids with gas", "Procedure for preventing germination and
bacterial multiplication" and "Withdrawal facility for oxygenic gas"
in Germany. A patent application or applications in the United States
are currently under consideration by Oxywell GmbH, but no definitive
decision has been made to do so. There is no guaranty that Oxywell
will in fact prosecute patent applications in the United States or
elsewhere in North America. In addition Oxywell GmbH has filed for
trademark and trade name protection in targeted markets throughout
the world, including, the United States and Canada in North America;
Germany, Austria and the EU in Europe; and India, China, South Korea,
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Taiwan and Hong Kong in Asia. Oxywell's application for the "Procedure
for enriching fluids with gas" covers the entire Oxywell System and
its process for infusing water with oxygen.

In August 1999, Oxywell GmbH introduced their System for making
freshly oxygenated water to the German market. It soon became apparent
that product flaws were causing consumer disappointment and the company
pulled back in order to re-design. The current "market-ready" product
was re-introduced in July 2001. It is now available in Germany,
Austria, Switzerland, France, Spain, Poland, Lithuania and Czechia.
By December 2001, Systems were selling at the rate of 2,200 per month
= 26,000 units annualized. In addition, in the autumn of 2001,
Taiwan/Hong Kong ordered 3,000 Systems and South Korea ordered 2,100
Systems.  Sales of the system have since slowed down very sub-
stantially due to the economic downturn and the fact that the
previous sales channels do not address the fact that the added value
of drinking Oxygen enriched water have to be explained "person to
person" which is difficult to achieve thru current sales channels.
Oxywell is currently changing its sales approach to multi-level-
marketing to overcome this obstacle.

The Oxywell water oxygenating System is a simple three-part system
consisting of a decanter, a sophisticated oxygenating/dispensing
head and a single-use, disposable and recyclable O2 cartridge.  The
heart of the System is the oxygenating/dispensing head. It is a
complex, high-precision device crafted from high-quality stainless
steel, titanium and other highly durable materials designed to
provide a product life of 10 years. Vintage classic heads are
currently available in 5 colors.

The key to the System is a single-use, disposable and recyclable
cartridge of pressurized oxygen developed in-house by Oxywell GmbH.
To use, the decanter is filled with drinking water from any source.
The head is screwed on tightly to form an airtight seal. The oxygen
cartridge is slipped into the cartridge key, which is then screwed onto
the valve on the head to a depth that automatically opens the seal on
the cartridge. The pressurized oxygen flows from the cartridge through
the head into the water, infusing it with 70 mg of pure oxygen per
liter. The consumer then spritzes out a glass full of freshly made
oxygenated water.

Since the early nineties, a number of companies in Europe and North
America have introduced bottled brands of oxygenated water in an
effort to capitalize on the reports of its beneficial effects. As
yet, hard data on bottled oxygenated waters' sales volume is not
available.
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Anyone who drinks water is a potential user of the Oxywell System.
But, realistically, people who already think of their water as a
special-purpose product, rather than a simple public commodity, will
probably be more inclined to buy the System's proposition at first.
While bottled water users are not the only potential for the System,
the market resulting from their behavior gives direction to our
efforts.

Bottled waters of any sort are used by 35% of the U.S. population 18
years of age and older. That is approximately 70 million people.
Bottled water as a category comprises 12.2% of the entire beverage
market's gallonage, behind only soft drinks (49%), beer (19.4%) and
fruit beverages (13.2%). The category is now more than $5 billion at
retail annually and grew an average 10% per annum over the decade of
the `90's. (Source: International Bottled Water Association, 2001).
For all that, U.S. per capita spending on bottled water lags the
European rate by a considerable margin, suggesting that the like-
lihood of continued serious growth is great.

According to I.B.W.A. the bottled water category is heavily skewed
toward young adults - particularly young women whose index of usage
is 127 compared to the all-adult index of 100 - and usage is geo-
graphically skewed to the Pacific, Southwest and Northeast regions
which collectively comprise 75% of the total gallonage of bottled
waters compared to 50% of the population.

The Company anticipates that initial acceptance for the Oxywell
System will demonstrate a similar demographic and geographic pattern,
but has no objective assurance that this will be the case.

Distribution methods of the products or services

The basic business concept is to realize profitable revenues from
the ongoing sales of single-use O2 cartridges by aggressively
stimulating the purchase of the System.  The Company has made the
strategic decision to initially market the Systems and cartridges
directly to the consumer.

The Company intends to initiate distribution through selected health,
fitness and sports retailers and clubs, and, in retail merchandisers
catering to the carriage trade, when sufficient consumer acceptance has
been satisfactorily demonstrated to the Company.

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

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

Local television commercials/infomercials will be created and aired
as markets develop. Targeted national e-mail campaigns will be
considered.  Distribution will occur in selected health, fitness and
sports clubs, and, in retail merchandisers catering to the carriage
trade, when these establishments approach the Company because their
customers have been asking for the Oxywell System.

Status of any publicly announced new product or service

The Company is in the final stages of completing its marketing and
financing plans. The Company's present objective is to introduce the
product to the initial test marketing in Southern California in the
fourth quarter of calendar 2003.

Competitive business conditions and the small business issuer's
competitive position in the industry and methods of competition
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North American marketers of bottled oxygenated waters include Life O2,
Aqua Clara, Oxy Water, hiOsilver, Athletic Super Water, Oxy Up,
Oxygen 8 and Oxyganic. Clearly Canadian introduced "Super-Oxygenated
Water" in 3 flavors in 1999. The major difference between the Oxywell
System and bottled oxygen waters is that the latter are prepared in
bulk in commercial bottling plants while the Oxywell System allows
consumers to make fresh oxygen water as they want it, in their home
or office, one liter at a time.

As yet, there are no hard statistics on the size of the bottled
oxygenated waters' segment of the bottled water market. It is too new
and, relatively, small for publicly available studies to break out
separately.  However, an indicator of the appeal of the category is
that there were three brands in 1999 and ten in 2001.

Generally speaking, bottled oxygenated waters are available for $1.19
to $1.39 per 1 Liter bottle in grocery, variety, health food and other
retail stores, as well as by direct-to-consumer channels. The Oxywell
System is projected to retail for $159.95 for the 1 Liter size and
$199.95 for the 2 Liter size and will, initially, put its marketing
emphasis on direct-to-consumer channels. The pressurized oxygen
cartridges, whose ongoing sale is key to keeping the Systems working,
are projected to retail for 65 cents each, or, per Liter. When one
amortizes the cost of the Systems over 5 years, daily usage costs the
consumer 77 cents per Liter with the 1 Liter System, and 66 cents per
Liter with the 2 Liter System.

Based upon its analysis of the existing market and available products,
the Company believes the Oxywell System will be the first portable
system for infusing drinking water with efficacious oxygen. It provide
the consumer with an alternative to purchasing the bottled oxygen
waters presently being sold in retail stores. The Company will be
marketing not only a new brand, but also a new concept and category.
Accordingly, the communication approach will reinforce the continued
building of the idea that drinking water infused with extra oxygen is
a smart thing to do, and, communicate that the Oxywell System is the
best way to do that smart thing fresh daily in one's own home or
office.

Sources and Availability of Raw Materials and the Names of
Principal Suppliers

The Company will be marketing and selling the Oxywell System through
the exclusive license agreement, which it has and will be dependant
exclusively on Oxywell GmbH, the manufacturer of the System, for supply
of the product, which is contractually obligated to manufacture and
deliver the System to the Company.
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Dependence on one or a few major customers

Currently, the Company has not begun marketing the Oxywell System and
therefore has no customer base at present.

Patents, trademarks, licenses, franchises, concessions, royalty
agreements or labor contracts, including duration

In November of 2001, the Company entered into a licensing agreement
with its principal shareholder pursuant to which it was granted an
exclusive right to market and sell the Oxywell System in North America
(the "territory"). Under the terms of the agreement, the Company has
sole authority over the method and manner of the sale and marketing of
the product.  Both the exclusivity and the geographic scope of the
license were originally subject to the Company maintaining a minimum
purchase commitment of 1,000 units for the period December 1, 2002
through February 28, 2003, 5,000 units monthly for the period from
March 1 through November 30, 2003 and an increase of thirty per cent
annually for each succeeding year of the remaining term of the
agreement.   By letter of agreement dated September 17, 2002, the
President of the Company and Oxywell agreed to amend the terms of
the agreement as defined in the "Independent Representation Agreement"
dated October 2, 2001.  Specifically, the geographic scope of the
territory and the restrictions imposed thereon were deleted without
substitution. Additionally, the minimum purchase requirements are
newly defined as follows:

1. starting with the day that Oxywell GmbH can guaranty long-term
delivery viability, a period of three months begins;

2. starting with the first day of the following calendar month,
the Company will accept delivery of a least 1,000 oxygen units per
month for six months and thereafter 3,000 devices per month;

3. the rate of increase is deleted without substitution;

4. the duration of the contract is extended based on the above; and

5. the "payment of product" definition by an irrevocable commercial
Letter of Credit is changed to "30 days, 2% discount from the date of
shipment or 60 days net from date of shipment."  Oxywell GmbH has not
yet guaranteed long-term production viability. The contract ter-
mination date changes from December 31, 2006 to April 30, 2008, and
may be extended for two consecutive two-year periods.  Thereafter, the
agreement is to be renewed annually subject to a right of termination
by either party prior to the beginning of the next succeeding year.
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Under the terms of the agreement, the Company is to pay the principal
shareholder as licensor, a royalty fee equal to two per cent of the
Company's gross sales of the Oxywell product. The foregoing material
terms of the agreement are identical to the terms of the licensing
agreement between the principal and Oxywell GmbH (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
proprietary rights relating to the Oxywell Product, but relies on
the patent and trademark/trade name rights held by Oxywell GmbH,
which has applied for  trademark protection in the United States.

Need for any government approval of principal products or services
The Oxywell System is not subject to any governmental pre-approvals.
It is possible that certain laws and regulations may be adopted at the
local, state, national and international level that could effect the
Company's operations.  Changes to such laws could create uncertainty in
the marketplace which could reduce demand for the Company's products
or increase the cost of doing business as a result of costs of
litigation or a variety of other such costs, or could in some other
manner have a material adverse effect on the Company's business,
financial condition, results of operations and prospects. If any such
law or regulation is adopted it could limit the Company's ability to
operate and could force the business operations to cease, which would
have a significantly negative effect on the shareholder's investment.

Effect of existing or probable governmental regulations on the business
Because of the nature of the product, it is not anticipated that the
Company or the Oxywell System will be subject to any governmental
regulations in its sale of the product or otherwise.  With reference to
the requirement to comply with the Federal and State Securities laws,
the failure to comply with any of these laws, rules or regulations
could have a material adverse effect on our Company.   As a public
company, we are subject to the reporting requirements, anti-fraud and
other Federal and State Securities laws and regulations, and the laws
and regulations applicable to businesses generally.  Other than main-
taining its good standing in the State of Nevada, complying with
applicable local business licensing requirements, preparing its
periodic reports under the Securities Exchange Act of 1934, as amended
(the  "Exchange Act"), and complying with other applicable securities
laws, rules and regulations as set forth above, the Company does not
believe that existing or probable governmental regulations will have
a material effect on its operations.
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Research and development

During the fiscal year ended March 31, 2003, the Company incurred
$10,312 in research and development expenses.  As a licensee of the
Oxywell System product, the Company will not be engaging in any
significant research and development activities, but will be relying
on its manufacturer, Oxywell GmbH, for improvements and innovations
in the Oxywell System.

Costs and effects of compliance with environmental laws (federal,
state and local).

The Company does not anticipate that it or the Oxywell product will
be subject to environmental laws or regulations.

Number of total employees and number of full time employees

At present there are no employees of the Company other than its
president. Since the Company will be focusing on direct sales to
consumers, the Company does not intend to hire employees, other
than office personnel, but rather will be utilizing independent
contractors to perform the various marketing and sales functions
involved in the sale of the Oxywell System directly to the consumer,
which includes primarily call center personnel to process the purchase
of the product and credit card processors. Continued marketing
analysis and development will continue to be done by a consultant of
the Company.

Risk Factors

In addition to other information in this 10-KSB, 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,
2003, 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
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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 and there can
be no assurance that we will achieve profitable business operations.

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 senior management team, other key personnel and advisors, and
their ability to operate effectively, both individually and as a
group. If any of our existing senior management or other key
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 key employees.

Our success will also depend on our ability to recruit, retain and
motivate additional highly skilled sales, marketing and engineering
personnel. We believe we will face significant competition for
individuals with the skills required to develop, market and support
our products and services.

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.
14
<PAGE>

Significant fluctuations in quarterly operating results

Our quarterly operating results may vary significantly in the future.
Moreover, as a result of our limited operating history it is difficult
to accurately forecast our 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

Our principal shareholders, executive officers, directors and their
affiliates, in the aggregate, own approximately 83% of our outstanding
common stock. These shareholders, if they act together, will be able
to control our management and affairs and all matters requiring share-
holder 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.

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 directors and executive
officers and their family members are not under lockup letters or
other forms of restriction on the sale of their common stock. Sales
of a large number of shares of common stock in the public market could
adversely affect the market price of the common stock and could
materially impair our future ability to generate funds through sales
of common stock or other equity securities.

We may not have a majority of independent directors.

We cannot guarantee our Board of Directors will have a majority of
independent directors in the future. In the absence of a majority of
independent directors, our executive officers, which are also principal
stockholders and 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 <http://www.secinfo.com/$/SEC/Registrant.asp?CIK=925894> and
its stockholders generally and the controlling officers, stockholders
or directors.
15
<PAGE>

"Penny Stocks"

Our common stock was recently 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
  <http://www.secinfo.com/$/SEC/Documents.asp?CIK=1145328&Type=EX-99>;

- "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.
16
<PAGE>

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

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

Rule 15g-9 of the  Commission  requires  broker-dealers  in penny
stocks to approve the account of any investor for transactions in such
stocks before selling any penny stock to that investor.   This pro-
cedure 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.

Potential alleged intellectual property rights infringement

We are in a market in which a growing number of companies provide
similar services. We cannot be certain that our services do not
infringe on patents or other intellectual property rights of others
that may relate to our services. We may be subject to legal
proceedings and claims from time to time in the ordinary course of
our business, including claims of alleged infringement of the trade-
marks and other intellectual property rights of third parties. Any
claims against us relating to the infringement of third-party
proprietary rights, even if not meritorious, could result in
substantial costs, diversion of resources and management attention
and in injunctions preventing us from distributing these services.
17
<PAGE>

A successful infringement claim against us could materially and
adversely affect us in the following ways:
-   we may be liable for damages and litigation costs, including
    attorneys' fees;
-   we may be enjoined from further use of the intellectual property;
-   we may have to license the intellectual property, incurring
    licensing fees;
-   we may have to develop a non-infringing alternative, which could be
    costly and delay projects; and
-   we may have to indemnify users of our web site with respect to
    losses incurred s a result of our infringement of the
    intellectual property.

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 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

The Company's executive offices are currently located at 509 N.
Winnetka, Suite 207, Dallas, Texas 75208 and Munich, Germany, on a
monthly basis with two companies owned by the Company's principal
shareholder and executive officer. The Company pays rent of $250 and
$300 per month, respectively, for the leased space. There are no
written documents memorializing the foregoing. The Company is not
responsible for reimbursement for out-of-pocket office expenses, such
as telephone, postage or supplies.

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

During the fourth quarter of our fiscal year ended  March 31, 2003,
no matters were submitted to a vote of security holders.
18
<PAGE>

PART II

ITEM 5: Market for Common Equity and Related Stockholder Matters

(a) Market Information

There is presently no trading market for the Company's common
stock. There is no assurance that a trading market will ever
develop or, if such a market does develop, that it will continue.
The Company was recently approved for quotation on the OTCBB by the
National Association of Securities Dealers ("NASD") under the symbol
TEAQ.

 (b) Holders

According to our transfer agent, there are approximately 300
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.

On January 3, 2003 the Company sold 15,000 shares of common stock to
the certain individuals at $1.00 per share for a total of $15,000
pursuant to the terms of a subscription agreement, relying on
exemptions provided by Regulation S and Section 4(2) of the
Securities Act of 1933 ("Securities Act"), as amended.

Regulation S provides generally that any offer or sale that occurs
outside of the United States is exempt from the registration
requirements of the Securities Act, provided that certain conditions
are met. Regulation S has two safe harbors. One safe harbor applies
to offers and sales by issuers, securities professionals involved in
the distribution process pursuant to contract, their respective
affiliates, and persons acting on behalf of any of the foregoing (the
"issuer safe harbor"), and the other applies to resales by persons
other than the issuer, securities professionals involved in the
distribution process pursuant to contract, their respective affiliates
(except certain officers and directors), and persons acting on behalf
19
<PAGE>

of any of the forgoing (the "resale safe harbor"). An offer, sale or
resale of securities that satisfied all conditions of the applicable
safe harbor is deemed to be outside the United States as required by
Regulation S. The distribution compliance period for shares sold in
reliance on Regulation S is one year.

The Company complied with the requirements of Regulation S by having
no directed selling efforts made in the United States, by selling only
to buyers who were outside the United States at the time the buy
orders originated, and ensuring that each person is a non-U.S. person
with an address in a foreign country.

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

This Management's Discussion and Analysis and Plan of Operations 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.

Plan of Operations

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

The Company is planning to introduce the product in five stages.
The first stage will be a "test market" in a single metro location,
San Diego, to confirm the consumer acceptance our consumer
research and market investigations have led us to expect. We
anticipate this first stage will last three to six months and
will cost approximately $65,000.  The second stage will be a
"rehearsal market" in the Southern California region to ensure all
20
<PAGE>

our Distribution Logistics and Ordering Systems are as fault-free as
they can be made. The third, fourth and fifth stages will complete
national distribution with the third stage likely to include the
remainder of the Pacific Region and the Southwest Region, the fourth
stage - the Northeast Region, and the fifth and final stage - the
remainder of the U.S.A.  The Company is in the final stages of
completing its marketing and financing plans. Current objective is
to introduce to the test market in the fourth quarter of calendar
2003.

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

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

We do not expect any significant purchases or sales of plant and
significant equipment. We do not expect significant changes in the
number of our employees or in our business operations; provided,
however, that if we are unable to successfully market the Oxywell
System we may be required to change our business or cease
operations altogether.
21
<PAGE>

Liquidity and Capital Resources

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

We anticipate we will begin marketing the product in
approximately three to six months after completing an initial
market assessment to gauge interest in the product.  We do not
presently generate profits and we expend approximately $3,000
to $5,000 per month for working capital and general corporate
purposes, including any marketing expenses.  We anticipate our
monthly operating costs to increase to $25,000 per month once
operations commence, excluding any amounts committed for
purchases.

Currently, the President and majority stockholder has committed to and
is in the process of advancing the Company the necessary funds over
the next several weeks, which the Company estimates will bring it to
a point in its development where it can introduce the product into
the test market. Additionally, the President and majority stockholder
has committed to advancing funds to the Company over the next twelve
months, as necessary, to ensure that the Company can continue as a
going concern.  During the fiscal year ended March 31, 2003,
the President advanced $27,000 to meet working capital requirements.
Additionally, the Company raised $15,000 through the issuance of
15,000 shares of its common stock at $1.00 per share pursuant to
certain REG S securities purchase agreements.

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

Due to the "start up" nature of the Company's business, the Company
expects to incur losses as it expands.  The Company expects to raise
additional funds through private or public equity investment in order
22
<PAGE>

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.

Critical Accounting Policies

Our discussion and analysis or plan of operations are 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 on-going basis, we evaluate our estimates,
including those related to income taxes and 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.

Management believes the following critical accounting policies reflect
its more significant estimates and assumptions used in the preparation
of its financial statements.

Income Taxes

We record a valuation allowance to reduce our deferred tax assets to
the amount that is more likely than not to be realized. We have
considered future market growth, forecasted earnings, future taxable
income, and prudent and feasible tax planning strategies in
determining the need for a valuation allowance. We currently have
recorded a full valuation allowance against net deferred tax assets
as we currently believe it is more likely than not that the
deferred tax assets will not be realized.
23
<PAGE>

Contingencies

We may be subject to certain asserted and unasserted claims
encountered in the normal course of business. It is our belief that
the resolution of these matters will not have a material adverse
affect on our financial position or results of operations,
however, we cannot provide assurance that damages that result
in a material adverse affect on our financial position or results
of operations will not be imposed in these matters.  During
the fiscal year ended March 31, 2003, we canceled 927,499 of
shares of previously issued common stock because we determined
that consideration was never given or the services were never
rendered.  We account for contingent liabilities when it is probable
that future expenditures will be made and such expenditures can be
reasonably estimated.

ITEM 7.  FINANCIAL STATEMENTS

The financial statements of our Company follow on pages 25-55.

TECHNOLOGY ACQUISITION CORPORATION
Index to the Financial Statements
_____________________________________________________________________

Independent Auditors' Report .................................25

Balance Sheet at March 31, 2003 ..............................27

Statements of Operations for the years ended March 31, 2003
and 2002, and for the period from inception (June 21, 1972)
to March 31, 2003 ............................................28

Statements of Changes in Stockholders' Equity (A Deficit)
for the period from inception (June 21, 1972) to
March 31, 2003 ............................................29-31

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, 2003 .........................................32-33

Notes to the Financial Statements .........................34-55

<PAGE>
24
<PAGE>

INDEPENDENT AUDITORS' REPORT

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, 2003, and the related statements of
operations, changes in stockholders' equity (a deficit), and cash
flows for the years ended March 31, 2003 and 2002, and for the period
from April 1, 1995 through March 31, 2003.  These financial statements
are the responsibility of the Company's management.  Our respon-
sibility is to express an opinion on these statements based on our
audits.  The related statements of operations, stockholders' equity,
and cash flows of Technology Acquisition Corporation from inception of
the development stage on June 21, 1972 through March 31, 1995 were
audited by other auditors whose report, dated June 28, 1995,
expressed an unqualified opinion with an explanatory paragraph
discussing an uncertainty to continue as a going concern.  Our
opinion on the statements of operations, stockholders' equity (a
deficit)and cash flows from inception of the development stage on
June 21, 1972 through March 31, 2003, insofar as it relates to amounts
for prior periods through March 31, 1995, is based solely on the
report of other auditors.

We conducted our audits in accordance with generally accepted
auditing standards in the United States of America.  Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free 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 audits and the reports of other auditors
provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other
auditors, the financial statements referred to above present fairly,
in all material respects, the financial position of Technology
Acquisition Corporation as of March 31, 2003, 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,
25
<PAGE>

and a net stockholders' deficit, 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 the 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

May 17, 2003
26
<PAGE>
<PAGE>
                TECHNOLOGY ACQUISITION CORPORATION
                   (A Development Stage Company)
                           Balance Sheet
                           March 31, 2003

ASSETS

Current Assets
   Cash                                                     $   1,165
Total current assets

Fixed Assets, net (Note 4)                                      1,351

Total Assets                                                $   2,516

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                          $  25,380
  Accrued consulting fees - related party (Note 3)             31,476
  Accrued expenses - related party (Note 3)                    80,350
Total current liabilities                                     137,206

Commitments and Contingencies

Stockholders' Equity
  Preferred stock:  $0.25 par value; authorized:   5,000,000;
          issued and outstanding: none	                          -
  Common stock:$0.01 par value; authorized shares:30,000,000;
           issued and outstanding:  4,858,616	               48,586
   Additional paid-in capital	      4,259,613
   Deficit accumulated during the development stage        (4,442,889)
Total stockholders' equity (a deficit)                       (134,690)

Total Liabilities and Stockholders' Equity                  $   2,516



The accompanying notes are an integral part of these financial statements.
27
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                    TECHNOLOGY ACQUISITION CORPORATION
                      (A DEVELOPMENT STAGE COMPANY)
                        Statements of Operations
       For the years ended March 31, 2003 and 2002, and for the period
               from Inception (June 21, 1972) to March 31, 2003

                                            Year Ended    Year Ended    Cumulative
                                            March 31,     March 31,     from
                                            2003          2002          inception
__________________________________________________________________________________
<S>                                        <C>             <C>        <C>
Revenues
  Product Sales                             $    21,935     $    -       $  21,935
  Management fees - related party (Note 3)       34,524          -          34,524
                                            ______________________________________
Total Revenues                                   56,459          -          56,459

 General and
 administrative expenses                        125,902       121,703      878,154
                                            ______________________________________
Operating Loss                                  (69,443)     (121,703)    (821,695)

Other Expenses
 Realized losses on permanent declines in
 marketable equity securities (Note 8)                         (6,600)  (1,574,100)
 Interest expense                                                 -       (359,826)
                                            ______________________________________
Total other expenses                                 -         (6,600)  (1,933,926)

Net loss before income taxes and
 discontinued operations                       (69,443)           -     (2,755,621)

Provision for income taxes (Note 5)                  -            -             -

Discontinued operations (note 7)
 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   $ (69,443)    $  (128,303) $(4,442,889)
                                            =======================================
Basic and diluted loss per share
 of common stock
   Continuing operations                    $   (0.01)    $     (0.03) $     (1.10)
   Discontinued operations                                                   (0.68)
                                            _______________________________________
Net loss                                    $   (0.01)    $     (0.03) $     (1.78)
Weighted average number of common shares
  outstanding                               5,642,553       4,708,251    2,492,960
</TABLE>
The accompanying notes are an integral part of these financial statements.
28
<PAGE>
                 TECHNOLOGY ACQUISITION CORPORATION
                    (A Development Stage Company)
     Statements of Changes in Stockholders' Equity (A Deficit)
  For the Period from Inception (June 21, 1972) to March 31, 2003
<TABLE>
<CAPTION>
                                                                                                         Loss
                                                                                                     Accumulated
                                                                                      Additional      During the
                                              Preferred      Common         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 $0.05
     per share                                    -           20,000           200            800             -
Common stock issued for cash at $0.075 per
     share                                        -        1,040,600        10,406         69,210             -
Net loss from inception on June 21, 1972
     through March 31, 1987                       -                              -              -        (30,220)
                                                  -      ------------   ----------     ----------        --------
                                                                   -
Balance, March 31, 1987                           -        1,060,600        10,606         70,010        (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                           -        1,060,600        10,606         70,060        (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                           -        1,060,600        10,606         72,734        (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                           -        1,060,600        10,606         74,334        (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                           -        1,060,600        10,606         74,902        (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                           -        1,060,600        10,606         76,418        (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                                 -  1,060,600        10,606         76,939        (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                           -        1,060,600        10,606         76,984        (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                           -        1,060,600        10,606         77,384        (87,883)              -
</TABLE>
The accompanying notes are an integral part of these financial statements.
29                                   5
<PAGE>
                 TECHNOLOGY ACQUISITION CORPORATION
                    (A Development Stage Company)
     Statements of Changes in Stockholders' Equity (A Deficit)
  For the Period from Inception (June 21, 1972) to March 31, 2003
<TABLE>
<CAPTION>
                                                                                                        Loss
                                                                                                     Accumulated
                                                                                      Additional      During the
                                              Preferred    Common         Stock        Paid In       Development
                                                Stock      Shares        Amount        Capital          Stage
                                                -----      ------        ------        -------          -----
<S>                                           <C>      <C>           <C>           <C>           <C>
Common stock issued for cash at $0.65 per
     share                                        -        19,400           194         12,416                -
Distribution to stockholders                      -             -             -        (9,450)                -
Net loss, year ended March 31, 1996               -                           -              -          (3,267)
                                                  -   ------------    ----------    ----------          -------
                                                                -
Balance, March 31, 1996                           -     1,080,000        10,800         80,350         (91,150)
Common issued for the acquisition of 100%
     of the outstanding stock of Wintex
     Corp., April 2, 1996                         -     2,400,000        24,000      2,496,009                -
Shares canceled, May 23, 1996                     -          (80)           (1)              1                -
Capital contribution                              -             -             -         34,900                -
Common stock issued in exchange for
     organization expenses paid, August
     14, 1996                                     -       177,500         1,775        100,725                -
Common stock issued for cash at an average
     price of $0.335 per share during the
     six months ended September 30, 1996
                                                  -       208,695         2,087         67,913                -
Net loss, year ended March 31, 1997               -                           -                       (854,511)
                                                  -   -----------    -----------   ------------       ---------
                                                                -                            -
Balance, March 31, 1997                           -     3,866,115        38,661      2,779,898        (945,661)
Common stock issued for services rendered
     at $1.00 per share, June 20, 1997
                                                  -        40,000           400         39,600        -
Common stock issued for cash at $0.50 per
     share, June 23, 1997                         -        50,000           500         24,500        -
Common stock issued for services rendered
     at $1.00 per share, July 24, 1997
                                                           50,000           500         49,500
Common stock issued for services rendered
     at $1.00 per share, August 26, 1997
                                                  -       100,000         1,000         99,000        -
Net loss, year ended March 31, 1998               -                           -                     (1,385,535)
                                                  -   ------------   -----------  -------------     -----------
                                                                -                            -
Balance, March 31, 1998                           -     4,106,115        41,061      2,992,498      (2,331,196)
Net loss, year ended March 31, 1999               -                           -                       (771,722)
                                                  -   ------------   -----------  -------------       ---------
                                                                -                            -
Balance, March 31, 1999                           -     4,106,115        41,061      2,992,498      (3,102,918)
Debt converted to apic                            -             -             -      1,079,022                -
Accounts payable converted to apic                -             -             -         63,980                -
Capital contributions                             -             -             -         29,338                -
</TABLE>


The accompanying notes are an integral part of these financial statements.

30
<PAGE>
<PAGE>
                 TECHNOLOGY ACQUISITION CORPORATION
                    (A Development Stage Company)
     Statements of Changes in Stockholders' Equity (A Deficit)
  For the Period from Inception (June 21, 1972) to March 31, 2003
<TABLE>
<CAPTION>
                                                                                                          Loss
                                                                                                      Accumulated
                                                                                       Additional      During the
                                              Preferred     Common         Stock        Paid In       Development
                                                Stock       Shares        Amount        Capital          Stage
                                                -----       ------        ------        -------          -----
<S>                                         <C>          <C>           <C>          <C>             <C>

Net loss, year ended March 31, 2000               -             -              -             -          (915,678)
                                                  -      ----------   -----------      ---------        ---------
                                                                  -                            -
Balance, March 31, 2000                           -       4,106,115        41,061      4,164,838      (4,018,596)
Net loss, year ended March 31, 2001               -                             -                       (226,547)
                                                  -      ----------   -----------   ------------        ---------
                                                                  -                            -
Balance, year ended March 31, 2001                -       4,106,115        41,061      4,164,838      (4,245,143)
Common stock issued for legal services
     rendered at $0.10 per share, November
     19, 2001                                     -          40,000           400          3,600                -
Common stock issued for consulting services
     rendered at $0.10 per share, November
     19, 2001 (Note 1)                            -         750,000         7,500         67,500                -
Common stock issued in exchange for
     licensing agreement at $0.01 per
     share, November 19, 2001 (Note 1)            -       1,000,000        10,000              -                -
Cancellation of shares on January 30,
     2002, previously issued on
     November 19, 2001                            -       (125,000)        (1,250)       (11,250)               -
Expenses paid on behalf of the
     Company by a stockholder                     -               -             -         10,800                -
Net loss, year ended March 31, 2002               -               -             -                       (128,303)
                                                  -      ----------   -----------     ----------       ----------
Balance, December 31, 2002                        -      $5,771,115    $   57,771     $4,235,488     $(4,373,446)

Common stock issued for cash at $1.00
     per share pursuant to REG S on
     January 3, 2003                                         15,000           150         14,850                -
Cancellation of previously issued
     common stock in prior years                           (927,499)       (9,275)         9,275                -
Net loss, year ended March 31, 2003                -              -             -              -         (69,443)
                                                          =========       =======      =========      ===========
Balance, December 31, 2002                        -      $4,858,616    $   48,586     $4,259,613     $(4,442,889)
</TABLE>


The accompanying notes are an integral part of these financial statements.
31
<PAGE>
<TABLE>
<CAPTION>

                       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, 2003


                                     Year Ended       Year Ended         Cumulative
                                     March 31,        March 31,          from
                                     2003             2002               Inception
______________________________________________________________________________________
<S>                                  <C>              <C>               <C>

Cash flows from operating activities
Net loss                             $  (69,443)      $ (128,303)       $(4,442,889)
Adjustments to reconcile net loss
 to net cash used in operating
 activities
  Depreciation                              123               -                 123
  Common stock issued for services            -           66,500            257,500
  Common stock issued for licensing
      agreement                               -           10,000             10,000
  Transfer of asset for
    past services rendered                    -           14,595             14,595
  Notes payable incurred for
    services rendered                         -               -             220,000
  Realized losses on marketable
    securities                                -            6,600          1,574,100
Changes in Assets and Liabilities
  Increase (decrease) in accounts
    payable                               20,227          (4,516)            20,227
  Increase (decrease) in accrued
    expenses (related party)               5,350              -              80,350
  Increase (decrease) in accrued
    consulting fees                       31,476              -              31,476
Net non-cash activities related to
  dicontinued operations                      -               -             836,806
                                    _________________________________________________
Net cash used in operating
  activities                             (12,276)        (35,124)        (1,397,712)

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

Cash flows from financing
  activities
  Checks issued in excess of cash            (94)             94                 -
  Proceeds from the sale of common
     stock                                15,000              -             202,226
  Loans from shareholders                 27,000            24,205           88,305
  Repaymentes to shareholders            (27,000)             -             (27,000)
  Capital contributions                        -            10,800           82,412
  Proceeds on notes payable                    -              -           1,054,408
                                    _________________________________________________
Net cash provided by financing
  activities                              14,906            35,099        1,400,351

Increase (decrease) in cash and
  cash equivalents                         1,165               (25)           1,165

Cash and cash equivalents,
  beginning of period                         -                 25               -
                                    _________________________________________________
Cash and cash equivalents,
  end of period                     $      1,165      $        -     $        1,165
                                    =================================================

Cash paid for interest and
  income taxes:                               -                -                 -
</TABLE>
The accompanying notes are an integral part of these financial statements.
32
<PAGE>
<TABLE>
<CAPTION>
                 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, 2003


                                     Year Ended       Year Ended         Cumulative
                                     March 31,        March 31,          from
                                     2003             2002               Inception
__________________________________________________________________________________________
<S>                                 <C>              <C>               <C>

Supplemental noncash investing
 and financing activities:
 Common stock issued for services
    rendered                               -          $  66,500         $  257,500
   Common stock issued for
     licensing agreement                   -          $  10,000         $   10,000
   Gain on exchange of net assets
     for common stock of
     Healthbridge, Inc.                    -                -           $  713,349
   Transfer of 330,000 shares of
    Healthbridge, Inc. to majority
    stockholder in full satisfaction
    of shareholder loans and for
    past services rendered                 -          $  14,595         $   14,595
   Realized losses on marketable
     securities                            -              6,600         $1,574,100
   Notes payable incurred for
     services rendered                     -                -           $  220,000
   Conversion of debt to equity            -                -           $1,143,002
   Common stock exchanged for
     subsidiary                            -                -           $2,520,009
   Notes payable exchanged for
     inventory                             -                -           $  638,010
   Common stock issued for
     organization costs                    -                -           $  102,500
   Write down of inventory                 -                -           $  572,829
 </TABLE>

The accompanying notes are an integral part of these financial statements.
33
<PAGE>
TECHNOLOGY ACQUISITION CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2003

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 current Chief Executive Officer, President and majority shareholder
of the Company, in exchange for 2,400,000 shares of the Company's
common stock.  Wintex owned patents, intellectual and marketing rights
to the Redloc 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 pre-
ferred 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 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
34
<PAGE>

other assets pursuant to an Asset Exchange Agreement dated
January 27, 1999, to Healthbridge, Inc., which thereafter became a
publicly traded company, in consideration for which the Company
received 330,000 shares of Healthbridge, Inc. common stock acquired at
a market value of $1,650,000.  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 Health-
bridge, which position he resigned effective January 2003.  Following
the sale, the Company ceased engaging in any business activity.

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 is virtually
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.

Nature of operations.  The Company is a development stage company,
which intends to engage in the business of marketing and sale of a
water oxygenation system, initially in the United States market,
commencing in the fourth quarter of calendar 2003.  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,
35
<PAGE>

and (iii) obtaining sufficient working capital from loans and from
equity obtained through private placement offerings.

Capital Formation.  On June 21, 1972, the Company issued 20,000
shares of common stock for services rendered at $0.05 per share,
or $1,000.  Additionally, the Company issued 1,040,600 shares of
common stock for cash at $0.075 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 19,400
shares of common stock for cash at $0.65 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 per share and per share information have been adjusted
retroactively to reflect changes in par value and stock splits.

On April 2, 1996, the Company exchanged 2,400,000 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, is also the current 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 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 80 shares of its common stock
that were issued in error.

On August 14, 1996, the Company issued 177,500 shares of its
restricted common stock in exchange for organization costs paid,
or $102,500.
36
<PAGE>

During the six months ended September 30, 1996, the Company issued
208,695 shares of restricted common stock for cash at an average
price per share of $0.335, or $70,000.

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

On June 20, 1997, the Company issued 40,000 shares of restricted
common stock for services rendered at $1.00 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 50,000 shares of restricted
common stock for cash at $0.50 per share, or $25,000.

On July 24, 1997, the Company issued 50,000 shares of restricted
common stock for services rendered at $1.00 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 100,000 shares of
restricted common stock for services rendered at $1.00 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 665,000 shares of
restricted common stock for services rendered at $0.10 per share,
or $66,500, as follows: 40,000 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; 250,000 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; 50,000 shares to a related party,
(the daughter of the majority stockholder) for accounting and
bookkeeping services; 50,000 shares to an unrelated party for
director fees; 200,000 shares to an unrelated  consultant to
formulate a marketing strategy for the Oxywell product, of
which 125,000 shares were subsequently canceled on January 30,
2002; and 200,000 shares to an unrelated consultant for business
37
<PAGE>

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 1,000,000 shares of
restricted common stock to its 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 $0.01 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 is uncertain.    (See Note 3.)

The Oxywell System was originally developed by Oxywell GmbH.
Liesner, an independent representative, holds the marketing rights
through an agreement entered between Liesner and Oxywell GmbH,
which holds the patent and other proprietary rights to the
Oxywell System and trade names and trademarks associated with
the System.  The exclusive license to market and sell the Oxywell
System in North America was originally subject to the Company main-
taining minimum purchases of the product of 1,000 units monthly for
the period from December 2002 through February 2003; 5,000 units
monthly through November 2003, and an increase of thirty per cent
annually on each December 1 for each succeeding year of the
remaining term of the agreement.   By letter of agreement dated
September 17, 2002, the President of the Company and Oxywell
agreed to amend the terms of the agreement as defined in the
"Independent Representation Agreement" dated October 2, 2001.
Specifically, the geographic scope of the territory and the
restrictions imposed thereon were deleted without substitution.
Additionally, the minimum purchase requirements are newly defined
as follows:

1. starting with the day that Oxywell GmbH can guaranty long-term
delivery viability, a period of three months begins;
2. starting with the first day of the following calendar month,
the Company will accept delivery of a least 1,000 oxygen units per
month for six months and thereafter 3,000 devices per month;
38
<PAGE>

3. the rate of increase is deleted without substitution;
4. the duration of the contract is extended based on the above; and
5. the "payment of product" definition by an irrevocable
commercial Letter of Credit is changed to "30 days, 2% discount
from the date of shipment or 60 days net from date of shipment."
Oxywell GmbH has not yet guaranteed long-term production viability.
The contract termination date changes from December 31, 2006 to
April 30, 2008, and may be extended for two consecutive two-year
periods.  Thereafter, the agreement is to be renewed annually
subject to a right of termination by either party prior to the
beginning of the next succeeding year.
The Company assumes the risks and rewards of ownership and has
no right of return policy with Oxywell GmbH.  There is no royalty
due to Oxywell.  Pursuant to the agreement dated November 28, 2001,
the Company agreed to pay Liesner two percent of gross sales of the
Oxywell product.  The Company is required to provide Liesner with
a certified written statement of the quantity of Oxywell products
sold and the royalty calculation within 30 days of the end of each
quarter.  The agreement terminates on December 31, 2006 and may be
extended for two consecutive two-year periods with an option to
renew by the Company for two consecutive two-year periods.
Thereafter, the agreement is to be renewed annually subject to a
right of termination by either party prior to the beginning of
the next succeeding year.
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,
1,500,000 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 1,500,000
shares of the Company's common stock.  No final written agreement
was reached and the shares were canceled on March 13, 2003.
On February 7, 2003, the Company canceled 927,499 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
15,000 shares of common stock at $1.00 per share pursuant to
certain REG S stock purchase agreements.

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,
39
<PAGE>

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.
Revenues from product sales represent one customer within the United
States of America.  Revenues from management fees (see Note 3)
represent fees earned for management services provided to Oxywell
GmbH, a company controlled by the same President as this Company.

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.
40
<PAGE>

Fair value of financial instruments - For certain of the Company's
financial instruments, including cash and cash equivalents, accounts
payable and accrued expenses, 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.

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, and for the period
from inception to March 31, 2003, were $10,312.

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

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, 2003.

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
41
<PAGE>

taxes, until realized.  Realized gains and losses are included in
the statement of operations in the period they arise.

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 anti-
dilutive.  All per share and per share information are adjusted
retroactively to reflect stock splits and changes in par value.

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,
42
<PAGE>

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 of SFAS No. 123.

Comprehensive income - The Company includes items of other com-
prehensive income by their nature in a financial statement and displays
the accumulated balance of other comprehensive income separately from
retained earnings and additional paid-in capital in the equity section
of the balance sheet.  For the periods presented, other comprehensive
income (loss) includes unrealized losses on marketable equity
securities.

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 re-
classified 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:

April 2002 - SFAS No. 145, "Rescission of FASB Statements No. 4, 44,
and 64, Amendment of FASB Statement No. 13, and Technical Corrections."
Under SFAS No. 4, all gains and losses from extinguishment of debt
were required to be aggregated and, if material, classified as an
extraordinary item, net of related income tax effect.  This
Statement eliminates SFAS No. 4 and, thus, the exception to
applying APB No. 30 to all gains and losses related to
extinguishments of debt.  As a result, gains and losses from
extinguishment of debt should be classified as extraordinary
43
<PAGE>

items only if they meet the criteria in APB No. 30.  Applying
the provisions of APB No. 30 will distinguish transactions that
are part of an entity's recurring operations from those that are
unusual or infrequent or that meet the criteria for classification
as an extraordinary item.  Under SFAS No. 13, the required
accounting treatment of certain lease modifications that have
economic effects similar to sale-leaseback transactions was
inconsistent with the required accounting treatment for sale-
leaseback transactions.  This Statement amends SFAS No. 13 to
require that those lease modifications be accounted for in the
same manner as sale-leaseback transactions.  This statement also
makes technical corrections to existing pronouncements.  While
those corrections are not substantive in nature, in some instances,
they may change accounting practice.

June 2002 - SFAS No. 146, "Accounting for Costs Associated with Exit
or Disposal Activities."   This Statement addresses financial
accounting and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force (EITF) Issue
No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)."  The principal difference
between this Statement and EITF 94-3 relates to its requirements for
recognition of a liability for a cost associated with an exit or
disposal activity.  This Statement requires that a liability for a
cost associated with an exit or disposal activity be recognized when
the liability is incurred.  Under EITF 94-3, a liability was
recognized at the date of an entity's commitment to an exit plan.
This Statement is effective for exit or disposal activities that
are initiated after December 31, 2002.

October 2002 - SFAS No. 147, "Acquisitions of Certain Financial
Institutions, an amendment of FASB Statements No. 72 and 144 and
FASB Interpretation No. 9," which applies to the acquisition of all
or part of a financial institution, except for a transaction between
two or more mutual enterprises.  SFAS No. 147 removes the requirement
in SFAS No. 72 and Interpretation 9 thereto, to recognize and amortize
any excess of the fair value of liabilities assumed over the fair value
of tangible and identifiable intangible assets acquired as an un-
identifiable intangible asset. This statement requires that those
transactions be accounted for in accordance with SFAS No. 141,
"Business Combinations," and SFAS No. 142, "Goodwill and Other
Intangible Assets." In addition, this statement amends SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets," to
include certain financial institution-related intangible assets. This
statement is effective for acquisitions for which the date of
acquisition is on or after October 1, 2002, and is not applicable to
the Company.
44
<PAGE>

November 2002 - FASB issued FASB Interpretation No. 45 ("FIN 45"),
"Guarantor's Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others." FIN 45
requires that a liability be recorded in the guarantor's balance sheet
upon issuance of a guarantee. In addition, FIN 45 requires disclosures
about the guarantees that an entity has issued, including a roll-
forward of the entity's product warranty liabilities.  Initial
recognition and measurement provisions of the Interpretation are
applicable on a prospective basis to guarantees issued or modified
after December 31, 2002. The disclosure requirements are effective
for financial statements of interim or annual periods ending after
December 15, 2002. As of March 31, 2003, the Company did not have
any outstanding guarantees.

December 2002 - SFAS No. 148, "Accounting for Stock Based
Compensation-Transition and Disclosure."  This statement was
issued to provide alternative methods of transition for a voluntary
change to the fair value based method of accounting for stock-based
employee compensation. In addition, this Statement amends the
disclosure requirements of Statement 123 to require prominent
disclosures in both annual and interim financial statements about
the method of accounting for stock-based employee compensation
and the effect of the method used on reported results.  This
statement is effective for financial statements for fiscal
years ending after December 15, 2002.  This statement does not
have any impact on the Company because the Company does not
plan to implement the fair value method.

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
45
<PAGE>

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 circum-
stances).  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.

Pending accounting pronouncements - It is anticipated that current
pending accounting pronouncements will not have an adverse impact
on the financial statements of the Company.

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 to insure that there is
sufficient capitalization of the Company in marketing the Oxywell
System.  Due to certain developments occurring within Oxywell GmbH,
adequate and orderly delivery of the apparatus and cartridges to the
Company is not guaranteed in the long term by Oxywell GmbH.  The
start-up costs in the U.S.A. and Canada are large and, therefore,
it would be fatal if the supply were not available past the intro-
ductory phase.
46
<PAGE>

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

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

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

Consumers will be made aware of the product's benefits and informed
about how to order it by a combination of paid and unpaid media.
Specific details and timings of the Company's communications'
program will ultimately depend upon budget availability.
The Company's basic starter website will educate consumers as well
as serve as one of the ordering locations. The website will be
expanded and linked to other sites and search engines as funds
permit.  As market interest increases, printed brochures will be
used to educate consumers and will contain an order form, which
will be distributed opportunistically to health and fitness
establishments, media people, at health and fitness trade shows,
and any other venues that represent an interest.  Powerpoint
presentations will be created to educate PR professionals, media
people and prominent health and fitness authorities. Interviews
with the lifestyle and health and fitness writers with local news
47
<PAGE>

papers and magazines, then writers with regional, then national
magazines, will be arranged in order to secure articles for the
product. Ads in local newspapers and magazines, then regional,
then national magazines will be placed as the stages of intro-
duction progress.  Local television commercials/infomercials will
be created and aired as markets develop. Targeted national e-mail
campaigns will be considered.

The Company expects to begin marketing the product in the fourth
quarter of calendar 2003 after Oxywell confirms that it can
guarantee adequate and orderly delivery of the product to the Company.
In the event, however, that the expectations of management do not
materialize, within the next twelve months, the Company may be
forced to deal with customary minimal costs involved in the
maintenance of corporate franchise and filing reports and
reporting obligations under the Securities Exchange Act of 1934.
These expenses would involve legal and auditing expenses.  The
expenses of the Company's audit, legal and professional
requirements (including expenses in connection with complying with
the Securities Exchange Act 1934) have been and continue to be advanced
by the Company's President and majority shareholder.

To meet these objectives, the President and majority stockholder
advanced the Company $27,000 during the fiscal year ended March 31,
2003, and raised $15,000 from the sale of common 15,000 shares of its
common stock pursuant to certain REG S stock purchase agreements.
Additionally, the President and majority stockholder has committed to
advancing funds to the Company over the next twelve months, as
necessary, and plans to continue to raise additional funds under the
REG S private placement offering to ensure that the Company can
continue as a going concern.

Once Oxywell GmbH is able to guarantee long-term delivery of the
product, the Company's cash requirements will increase significantly
as a result of the minimum monthly purchase commitments pursuant to
the Oxywell Agreement.  The Company does not have any financing
arrangement with Oxywell GmbH and the cost per the Oxywell Agreement
is $65.50.  The Company's ability to meet these cash requirements is
dependent upon the Company's ability to successfully obtain external
financing, to market and develop national marketing channels, and to
generate revenues.  The Company operates in an intensely competitive
industry and many of its competitors have much greater resources.
There can be no assurance that any of the Company's business
activities will result in any operating revenues or profits.
Investors should be aware that they might lose all or substantially
all of their investment.
48
<PAGE>

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

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

NOTE 3 - RELATED PARTY TRANSACTIONS

Accrued consulting fees - related party - As of March 31, 2003, the
Company owes its President $31,476 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.  Consulting
fees included in general and administrative expenses for the fiscal
year ended March 31, 2003 and for the period from inception to
March 31, 2003, were $39,000.

Accrued expenses - related party - As of March 31, 2003, accrued
expenses-related party totaled $80,350 as follows:

(1)   $75,000 is due and payable for services rendered by two
companies that are wholly-owned by the President of this Company.
The payables incurred represent consulting services rendered related
to the Company's development, production, and marketing of its prior
self-contained infectious waste disposal system (Redloc II Disposal
System.)  The services were performed during the period October 1,
1996 to December 31, 1997. There was no contract.
(2)   As of March 31, 2003, the Company owes two companies wholly-
owned by the President of this Company $5,350 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.
Rental expense included in general and administrative expenses for
the fiscal year ended March 31, 2003, and for the period from
inception to March 31, 2003, was $9,350.
49
<PAGE>

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.  All
of the income from management services is from Oxywell, a
company controlled by the same President as the Company.
Included in the statement of operations for the fiscal year
ended March 31, 2003 and for the period from inception to
March 31, 2003, are fees earned for management services provided
totaling $34,524.

Loans from shareholders - From time to time, the Company's president
or one of his related entities, advances funds to pay expenses
incurred on behalf of the Company.  These loans are unsecured, non-
interest bearing and due on demand.  During the fiscal years ended
March 31, 2003 and 2002, the Company's President advanced
$27,000, which was repaid during the fiscal year ended March 31,
2003, and $10,800, which was treated as a capital contribution
during the fiscal year ended March 31, 2002, respectively.  On
January 2, 2002, the Board of Directors agreed to transfer the
330,000 shares of common stock held in Healthbridge, Inc. to
its 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, Inc. shares were valued at the closing bid price on
January 2, 2002 of $0.23.  As of March 31, 2003, there are no
loans from shareholders outstanding.

Common stock

(1)   On November 19, 2001, the Company issued 1,000,000 shares of
restricted common stock to its 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 $0.01 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 is uncertain.
(2)	On November 19, 2001, the Company issued 250,000 shares of
restricted common stock for services rendered at $0.10 per share, or
$25,000, to the majority stockholder for management and consulting
services provided to the Company, such as maintaining the books and
50
<PAGE>

records, overseeing and meeting compliance requirements, and other
general and administrative duties as deemed necessary; and 50,000
shares to the daughter of the majority stockholder for accounting
and bookkeeping services rendered at $0.10 per share or $25,000.

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

NOTE 4 - FIXED ASSETS

Fixed assets consist of computer equipment with a stated cost of
$1,474 and accumulated depreciation of $123, for a net book value
of $1,351.  Depreciation expense for the fiscal year ended March 31,
2003 and for the period from inception to March 31, 2003, was $123.

NOTE 5 - 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:

                                      2003       2002      Inception
Expected federal income tax benefit	$23,600	$43,600   $1,510,000
Increase in valuation allowance	(23,600)	(43,600)  (1,510,000)
Income tax expense (benefit)	         -           -            -
51
<PAGE>

At March 31, 2003, non-current deferred tax asset of approximately
$1,510,000 results from the deferred tax benefit of net operating loss
carryforwards of $970,000, which have a 100% valuation allowance, and
capital loss carryforwards of $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, 2003, the Company has available net operating loss
carryforwards for federal income tax purposes of approximately
$2,854,000, which expire through 2023, 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 6 - OPTIONS

On November 6, 2001, the Company granted a total of 200,000 options
to purchase an equal number of shares of the Company's common stock
at an exercise price of $1.00 per share for 100,000 shares and $2.00
a share for 100,000 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 since that date.  The remaining weighted average contractual
life is 3.58 years.

Stock options outstanding and exercisable on March 31, 2003 are as follows:
<TABLE>
<CAPTION>
Range of exercise       Shares Under Option      Weighted average  Weighted average
price per share	 		                   Exercise Price	 remaining life in years
Outstanding and
Exercisable:
<C>                     <C>                      <C>               <C>
$1.00	                  100,000                  $0.33             1.19
$2.00                   100,000                  $1.33             2.39

</TABLE>

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
$0.10 per share, expected volatility of 0%, dividend yield of 0%,
risk-free interest rate of 5%, and expected lives of three years.
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
52
<PAGE>

or above the fair market value of the Company's common stock.  The
Company's net loss and net loss per common share would have been
reduced to the pro forma amounts indicated below if compensation
cost been determined under SFAS No. 123, based on the fair market
value on the grant dates:

Net loss            2003              2002
As reported $     69,443      $    128,303
Pro forma   $    128,001      $    186,861
Basic loss per share
As reported $       0.01	$       0.03
Pro forma   $       0.02      $       0.04

NOTE 7 - 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, Inc.
(Healthbridge) common stock, fair market value of $5.00 per share
per published closing prices.  (See Note 3)  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 con-
version 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.
53
<PAGE>

The gain on the disposal is as follows:

Sales Price:  330,000 shares of Healthbridge, Inc.
              common stock at fair market value      $  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) (see below)               233,215
Accrued interest forgiven              83,814           1,317,029

Gain on disposal                                     $    713,349

The loss from discontinued operations follows:

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




On January 2, 2002, the Board of Directors agreed to transfer the
330,000 shares of common stock held in Healthbridge, Inc., to its
president and majority stockholder for management services rendered
and in full satisfaction of $61,305 in shareholder loans advanced
through December 31, 2001.  (See Note 8.)

NOTE 8 - MARKETABLE EQUITY SECURITIES

Marketable equity securities represent 330,000 shares of restricted
common stock of Healthbridge, Inc., which trades on the OTCBB.  The
shares were acquired at fair market value of $5.00 per share, or
$1,650,000, pursuant to an Asset Purchase Agreement dated
January 27, 1999, between the Company, a stockholder and other
affiliated companies, and Healthbridge, Inc.  Prior to executing
the Agreement, there was no affiliation of the Company with
Healthbridge, Inc.  Subsequent to, the majority stockholder, Liesner,
became a director of Healthbridge, Inc., a position he has since
resigned effective January 2003.
54
<PAGE>

At March 31, 2001, 2000 and 1999, these securities were written down
to their estimated realizable values, because, in the opinion of
management, the decline in market value of those securities is
considered to be other than temporary.  For the years ended March
31, 2002 and 2001, and for the period from inception to March 31,
2002, are realized losses considered to be other than temporary of
$6,600, $184,800, and $1,574,100, respectively.    On January 2,
2002, the Board of Directors agreed to transfer the 330,000 shares
of common stock held in Healthbridge, Inc. to its 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, Inc.
shares were valued at the closing bid price on January 2, 2002
of $0.23.  (See Note 7.)

The following is a summary of 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                                       $     -


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
927,499 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, there has been no
amount of estimated loss can be determined at this time.  However,
it 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 1.)
55
<PAGE>

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.

PART III

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

(a)  Set forth below is certain information regarding each of the
directors and officers of the Company. Our board of directors is
comprised of only one class of directors. Directors of our Company
serve for a term of one year or until their successors are duly
elected and qualified.  Officers are appointed by, and serve at the
pleasure of, the Board.

The Directors and Executive Officers of the Company are as follows:

Wilhelm Liesner, age 68. CEO, President and Director. Mr. Liesner
has held the offices of CEO, President and has been a Director of the
Company since 1996.  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 OTBB company.

Charles W. Conn, Age 65. Director. 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. Mr. Conn has been a Director of the Company since
November, 2001.

Mr. Walter Brinkmann, Age 60. Director. 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. Brinkmann was employed by
56
<PAGE>

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. Brinkmann 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. Brinkmann has operated from the United Kingdom as an
independent consultant in his fields of expertise. Mr. Brinkmann
has been a Director of the Company since December, 2001.

(b) Significant Employees.

There are presently no other employees of the Company other than
its executive officer, Wilhelm Liesner.


(c) Family relationships.

Ms. Tanja Leonard, who is the Secretary/Treasurer of the Company
is the daughter of the President of the Company.


(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; nor
(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, 2003 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.
57
<PAGE>
ITEM 10: EXECUTIVE COMPENSATION

Remuneration and Executive Compensation
The following table shows, for the three-year period ended March 31,
2003, 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 2003 that exceeded $100,000.

<TABLE>
<CAPTION>
              SUMMARY COMPENSATION TABLE
                   Annual Compensation                              Long Term Compensation
                                                                    Awards                           Payouts
                                                                                      Securities                All Other
Name and Principal                             Other Annual         Restricted Stock  Underlying     LTIP       Compen
Position             Year   Salary($) Bonus($) Compensation ($)     Award(s) ($)      Options SARs(#)payouts($) -sation ($)
<S>                  <C>    <C>       <C>      <C>                  <C>               <C>            <C>        <C>
Wilhelm Liesner,     2003   39,000    ---       ---                 ---               ---            ---        ---
President,           2002   0         ---       ---                 $25,000 (1)       ---            ---        ---
Chief Executive      2001   0         ---       ---                 ---               ---            ---        ---
Officer,and Director

Walter Brinkman,     2003   0         ---       ---                 ---               ---            ---        ---
Director             2002   0         ---       ---                 $5,000 (2)        ---            ---        ---
                     2001   0         ---       ---                 ---               ---            ---        ---

Charles Conn,        2003   $6,000    ---       ---                 ---               ---            ---        ---
Director             2002   0         ---       ---                 ---               ---            ---        ---
                     2001   0         ---       ---                 $20,000 (3)       ---            ---        ---
</TABLE>
(1)  Mr. Liesner was issued 250,000 restricted shares of common stock
for past services rendered to the Company, which has been valued at
$25,000. Mr. Liesner was also issued 1,000,000 restricted shares in
consideration for the license agreement between Mr. Liesner and the
Company. Those shares have been valued at $.01 per share.  In November,
2001, the Company entered into a License Agreement with Wilhelm Liesner,
its principal shareholder, who is also an officer and director of the
Company pursuant to which Mr. Liesner granted to the Company an
exclusive license to market and sell the Oxywell System in the United
States, Puerto Rico and Canada (the "License Agreement"). Mr. Liesner
holds the foregoing marketing rights through an agreement entered into
between Mr. Liesner and Oxywell GmbH, a German company, which holds
the patent and other proprietary rights to the Oxywell System and trade
names and trademarks associated with the System. Pursuant to the
License Agreement, Mr. Liesner is to receive a royalty of two per
cent (2%) of the gross revenues from sale of the Oxywell products.
58
<PAGE>

Additionally Mr. Liesner was issued 1,000,000 shares of the Company's
common stock in consideration for the granting by him of the exclusive
license to the Company, which were issued to him in November of 2001.

On January 2, 2002, the Board of Directors agreed to transfer 330,000
shares of common stock held in Healthbridge, Inc. to its president
and majority stockholder for past services rendered and in full satis-
faction of $61,305 in shareholder loans advanced through December 31,
2001. The shares were valued at the closing bid price on January 2,
2002 of $0.23 per share totaling a value of $75,900.

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

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

Compensation of Directors
The Company's directors are not currently compensated for their
services as director of the Company. Directors currently are not
reimbursed for out-of-pocket costs incurred in attending meetings.

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.

The board of directors has not yet established a compensation committee.
59
<PAGE>
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 as of March 31, 2003, 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; (ii) all
directors; and (iii) directors and executive officers of the Company as
a group.

Title of                                Nature of   Number of  % of
Class     Name and Address              Ownership   Shares     Class*

Common    Wilhelm Liesner
          2807 Allen Street Dallas, TX  Legal       3,737,500  76.14%
Common    Walter Brinkman
          16 Colgrove Down Direct
          Cumnor Hill Oxford,
          England OX2 9HT               Legal          50,000   1.02%
Common    Charles Conn
          350 Rathburn Road W.
          Suite 1903
          Mississauga, Ontario L5B 3Y2  Legal         200,000   4.07%

All executive officers and directors as a group     3,987,500  81.23%


* Percentages based on 4,908,616 shares outstanding as of June 17, 2003.

 (1)  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.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Accrued consulting fees - related party - As of March 31, 2003, the
Company owes its President $31,476 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.  Consulting
fees included in general and administrative expenses for the fiscal
year ended March 31, 2003 and for the period from inception to
March 31, 2003, were $39,000.

Accrued expenses - related party - As of March 31, 2003, accrued
expenses-related party totaled $80,350 as follows:

(3)	$75,000 is due and payable for services rendered by two
companies that are wholly-owned by the President of this Company.
The payables incurred represent consulting services rendered related
60
<PAGE>
to the Company's development, production, and marketing of its prior
self-contained infectious waste disposal system (Redloc II Disposal

System.)  The services were performed during the period October 1,
1996 to December 31, 1997. There was no contract.
(4)	As of March 31, 2003, the Company owes two companies wholly-
owned by the President of this Company $5,350 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.
Rental expense included in general and administrative expenses for
the fiscal year ended March 31, 2003, and for the period from
inception to March 31, 2003, was $9,350.

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.  All
of the income from management services is from Oxywell, a company
controlled by the same President as the Company.  Included in the
statement of operations for the fiscal year ended March 31, 2003
and for the period from inception to March 31, 2003, are fees earned
for management services provided totaling $34,524.
Loans from shareholders - From time to time, the Company's president
or one of his related entities, advances funds to pay expenses
incurred on behalf of the Company.  These loans are unsecured,
non-interest bearing and due on demand.  During the fiscal years
ended March 31, 2003 and 2002, the Company's President advanced
$27,000, which was repaid during the fiscal year ended March 31,
2003, and $10,800, which was treated as a capital contribution
during the fiscal year ended March 31, 2002, respectively.  On
January 2, 2002, the Board of Directors agreed to transfer the
330,000 shares of common stock held in Healthbridge, Inc. to its
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,
Inc. shares were valued at the closing bid price on January 2, 2002
of $0.23.  As of March 31, 2003, there are no loans from
shareholders outstanding.

Common stock

(3)	On November 19, 2001, the Company issued 1,000,000 shares
of restricted common stock to its 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 $0.01 per share, because
(i) the fair market value of the common stock could not be measured
61
<PAGE>

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 is
uncertain.
(4)	On November 19, 2001, the Company issued 250,000 shares of
restricted common stock for services rendered at $0.10 per share,
or $25,000, 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; and 50,000
shares to the daughter of the majority stockholder for accounting
and bookkeeping services rendered at $0.10 per share or $25,000.

Oxywell Agreement - On September 1, 2002, Liesner became President
of Oxywell GmbH.  In October 2001, Oxywell GmbH entered into an
agreement with Liesner pursuant to which it granted Liesner exclusive
rights to market the Oxywell System in the United States, Puerto
Rico and Canada and an option to market and sell the System in
Mexico.  In November 2001, the Company entered into a licensing
agreement with its majority shareholder, Wilhelm Liesner, pursuant
to which it acquired the exclusive rights to market and sell the
Oxywell water-oxygenating system in North America.  The System was
originally developed by Oxywell GmbH, which began marketing the
System in the European Economic Community in July 2001.  The license
agreement between Liesner and the Company is virtually co-extensive
with the Oxywell Agreement.
62
<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**

99.1     Certification  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.

(b)	Reports on Form 8-K.  None.
63
<PAGE>

ITEM 14.  CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
It is the  Chief  Executive  Officer's  and the Principal Financial
Officer's responsibility  to ensure that we maintain  disclosure
controls and procedures designed to provide reasonable assurance
that material information, both financial and non-financial, and
other information required under the securities laws to be disclosed
is identified and communicated to senior management on a timely basis.
Our disclosure controls and procedures include periodic management
meetings to ensure communication of reportable events, receipt of
ongoing advice from legal council and outside auditors on new
legislation and updating, if required.

Changes in Internal Controls
During the fourth quarter of fiscal 2003, the management of the
Company, including the Chief Executive Officer and the Principal
Financial Officer, evaluated the Company's disclosure controls
and procedures. Under rules promulgated by the SEC, disclosure
controls and procedures are defined as those "controls or other
procedures of an issuer that are designed to ensure that
information required to be disclosed by the issuer in the reports
filed or submitted by it under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the
Commission's rules and forms."  There have been no significant
changes in internal controls, or in factors that could
significantly affect internal controls, subsequent to the date
that management, including the Chief Executive Officer and the
Principal Financial Officer, completed their evaluation.

ITEM 15.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

The firm of Clancy and Co., P.L.L.C. currently serves as the Company's
independent accountants.  The Board of Directors of the Company, in its
discretion, may direct the appointment of different public accountants
at any time during the year, if the Board believes that a change
would be in the best interests of the stockholders.  The Board of
Directors has considered the audit fees, audit-related fees, tax
fees and other fees paid to the Company's accountants, as disclosed
below, and had determined that the payment of such fees is compatible
with maintaining the independence of the accountants.
64
<PAGE>

Aggregate fees billed, including out-of-pocket expenses, for
professional services rendered by Clancy and Co., P.L.L.C. in
connection with the audit of the Company's financial statements
as of and for the year ended March 31, 2003, and the reviews of
the Company's quarterly unaudited condensed interim financial
statements during 2003 were approximately $12,500.  Other than
the fees disclosed above, the principal accountant did not bill
the Company for any audit-related fees, tax fees or other fees.

The Company does not currently have an audit committee.
65
<PAGE>

<PAGE>
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 27 day of June, 2003.

Technology Acquisition Corporation



/s/ Wilhelm Liesner
Wilhelm Liesner
Chief Executive Officer


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/ Wilhelm Liesner          Director , President,     June 27, 2003
Wilhelm Liesner              Chief Executive Officer


/s/ Walter Brinkmann         Director                  June 27, 2003
Walter Brinkman


/s/ Charles Conn             Director                  June 27, 2003
Charles Conn

66
<PAGE>
CERTIFICATION

I, Wilhelm Liesner, certify that:

1)   I have reviewed this annual report on Form 10-KSB of Technology
Acquisition Corporation

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

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

4)   The  Registrant's  other  certifying  officers  and I are
responsible  for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the Registrant, and we have:

a)   designed  such  disclosure controls and procedures to ensure
that material information relating to the Registrant is made known
to us by others within the entity, particularly during the period in
which this annual report is being prepared;

b)   evaluated the  effectiveness of the Registrant's  disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the "Evaluation Date"); and

c)   presented   in  this   annual   report  our   conclusions
about  the effectiveness  of the disclosure  controls and procedures
based on our evaluation as of the Evaluation Date;

5)   The Registrant's other certifying  officers and I have disclosed,
based on our most recent  evaluation,  to the  Registrant's  auditors
and the audit committee of  Registrant's  board of directors (or
persons  performing  the equivalent function):

a)   all  significant  deficiencies  in the design or operation of
internal controls  which could  adversely  affect the  Registrant's
ability to record,  process,   summarize  and  report  financial
data  and  have identified for the  registrant's  auditors any
material  weaknesses in internal controls; and
67
<PAGE>

b)   any fraud, whether or not material,  that involves management
or other employees who have a  significant  role in the
Registrant's  internal controls; and

6)   The  Registrant's  other  certifying  officers and I have
indicated in this annual  report  whether or not there were
significant  changes in internal controls  or in other  factors
that could  significantly  affect  internal controls  subsequent
to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material
weaknesses.


Date:  June 27, 2003    /s/ Wilhelm Liesner
                        Wilhelm Liesner
                        Chief Executive Officer
68
<PAGE>
<PAGE>
CERTIFICATION

I, Wilhelm Liesner, certify that:

1)   I have reviewed this annual report on Form 10-KSB of Technology
Acquisition Corporation

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

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

4)   The  Registrant's  other  certifying  officers  and I are
responsible  for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
for the Registrant, and we have:

a)   designed  such  disclosure  controls  and  procedures  to
ensure  that material information relating to the Registrant is
made known to us by others within the entity, particularly during
the period in which this annual report is being prepared;

b)   evaluated the  effectiveness of the Registrant's  disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this annual report (the "Evaluation Date"); and

c)   presented  in  this   annual   report  our   conclusions   about
the effectiveness  of the disclosure  controls and procedures based
on our evaluation as of the Evaluation Date;

5)   The Registrant's other certifying  officers and I have disclosed,
based on our most recent  evaluation,  to the  Registrant's  auditors
and the audit committee of  Registrant's  board of directors (or
persons  performing  the equivalent function):

a)   all  significant  deficiencies  in the design or operation of
internal controls  which could  adversely  affect the  Registrant's
ability to record,  process,   summarize  and  report  financial
data  and  have identified for the  registrant's  auditors any
material  weaknesses in internal controls; and
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<PAGE>
b)   any fraud, whether or not material,  that involves management
or other employees who have a  significant  role in the  Registrant's
internal controls; and

6)   The  Registrant's  other  certifying  officers and I have
indicated in this annual  report  whether or not there were significant
changes in internal controls  or in other  factors  that could
significantly  affect  internal controls  subsequent to the date of
our most recent  evaluation,  including any corrective actions with
regard to significant deficiencies and material weaknesses.



Date:  June 27, 2003    /s/ Wilhelm Liesner
                        Wilhelm Liesner
                        Principal Financial Officer
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                        Exhibit 99.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of  Technology Acquisition
Corporation (the "Company") on Form  10-KSB  for the  period  ending
March 31, 2003, as filed with the Securities and Exchange  Commission
on the date hereof (the  "Report"), I, Wilhelm Liesner,  Chief Executive
Officer  of the  Company, certify,  pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

     (1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Act of 1934; and

     (2)  The  information  contained  in the Report fairly presents,
in all material  respects, the financial condition and result of
operations of the Company.


Date:  June 27, 2003    /s/ Wilhelm Liesner
                        Wilhelm Liesner
                        Chief Executive Officer


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Annual Report of  Technology Acquisition
Corporation (the "Company") on Form  10-KSB  for the  period
ending  March 31, 2003, as filed with the Securities and Exchange
Commission on the date hereof (the  "Report"), I, Wilhelm
Liesner,  Principal Financial  Officer  of the  Company, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully  complies  with the  requirements  of
section 13(a) or 15(d) of the Securities Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly
presents,  in all material  respects,  the  financial  condition
and result of  operations of the Company.


Date:  June 27, 2003    /s/ Wilhelm Liesner
                        Wilhelm Liesner
                        Principal Financial Officer

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