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, 2002

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934 For the transition period from -------- to -----------

                            Commission File Number:

                       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 75211
               --------------------------------------------------
               (Address of principal executive offices) (Zip Code)

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

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

Check whether the issuer

     (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorter period that the
registrant was required to file such reports), and

    (2) has been subject to such filing requirements for the past 90 days.

    [] Yes [X] No

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


<PAGE>

State issuer's revenues for its most recent fiscal year. -0-

     State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was sold, or the average bid and asked price of such common equity, as of
a specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) $-0-

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date. As of July 16, 2002 there were
5,771,115 shares of common stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     If the following documents are incorporated by reference, briefly describe
them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) any annual report to security holders;
(2) any proxy or information statement; and (3) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed
documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990).

N/A.

    Transitional Small Business Disclosure Format (Check one):

    Yes [ ]; No [X] .

<PAGE>


                                TABLE OF CONTENTS

Item Number and Caption

PART I

ITEM 1. Description of Business............................................... 2

ITEM 2. Description of Property............................................... 9

ITEM 3. Legal Proceedings.....................................................10

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

PART II

ITEM 5. Market for Common Equity and Related Stockholder Matters..............10

ITEM 6. Management's Discussion and Analysis of Financial
        Condition and Results of Operations...................................13

ITEM 7. Financial Statements..................................................16

ITEM 8. Changes in and Disagreements with Accountants on
        Accounting and Financial Matters......................................16

PART III

ITEM 9. Directors, Executive Officers, Promoters and Control
        Persons; Compliance with Section 16(a) of the Exchange
     Act......................................................................17

ITEM 10. Executive Compensation.............................................. 19

ITEM 11. Security Ownership of Certain Beneficial Owners and
Management....................................................................21

ITEM 12. Certain Relationships and Related Transactions...................... 22

ITEM 13. Exhibits and Reports on Form 8-K.................................... 22


SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     To the extent that the information presented in this Annual Report on Form
10-KSB for the year ended March 31, 2002 discusses financial projections,
information or expectations about the products or markets of our company, or
otherwise makes statements about future events, such statements are
forward-looking. We are making these forward-looking statements in reliance on
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. Although we believe that the expectations reflected in these
forward-looking statements are based on reasonable assumptions, there are a
number of risks and uncertainties that could cause actual results to differ
materially from such forward-looking statements. These risks and uncertainties
are described, among other places in this Annual Report, in "Management's
Discussion and Analysis". Readers are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date hereof. In
addition, we disclaim any obligations to update any forward-looking statements
to reflect events or circumstances after the date of this Annual Report. When
considering such forward-looking statements, readers should keep in mind the
risks referenced above and the other cautionary statements in this Annual
Report.



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                                     PART I

     Item 1. Description of Business.

     a. Business 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
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 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(R) Waste Disposal
System, as well as a number of sterilizer modules used in hospital and medical
waste disposal applications. The valuation of the shares relating to the
issuance of the 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(R) II
Disposal System. The Company had contracted with United Systems, Inc. to
manufacture the waste disposal system products. In January, 1999, due to a lack
of funding, the Company sold its patent rights as well as all of the Company's
other assets pursuant to an Asset Exchange Agreement ("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

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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. Because, 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
continues to hold. Following the sale, the Company ceased engaging in any
business activity. In July, 2000, by amendment to its Articles of Incorporation,
the Company changed its name to Technology Acquisition Corporation. In November,
2001, TAC entered into a licensing agreement with its 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 Allershausen and Munich, which began marketing
the System in the European Economic Community in July, 2001. In October, 2001,
Oxywell GmbH entered into an agreement with Mr. Liesner ( the "Oxywell
Agreement") pursuant to which it granted Mr. Liesner exclusive rights to market
the Oxywell System in the United States, Puerto Rico and Canada and an option to
market and sell the System in Mexico. The license agreement between Mr. Liesner
and the Company is virtually co-extensive with the Oxywell Agreement. (See
paragraph 7. "Patents, trademarks, licenses, franchises, concessions, royalty
agreements or labor contracts" below).


     Our  principal  offices are located at 509 N. Winnetka, Suite 207, Dallas,
Texas 75211

     b. Business of Issuer.

1. 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 2002. In November, 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


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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, 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.

         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.

         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.

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         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 likelihood 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 geographically 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.


2. 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 metropolitan
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 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 last quarter of calendar 2002.

         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


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as serve as one of the ordering locations. The website will be expanded and
linked to other sites and search engines as funds permit. As market interest
increases, printed brochures will be used to educate consumers and will contain
an order form, which will be distributed opportunistically to health and fitness
establishments, media people, at health and fitness trade shows, and any other
venues that represent an interest. Powerpoint presentations will be created to
educate PR professionals, media people and prominent health and fitness
authorities. Interviews with the lifestyle and health and fitness writers with
local newspapers and magazines, then writers with regional, then national
magazines, will be arranged in order to secure articles for the product. Ads in
local newspapers and magazines, then regional, then national magazines will be
placed as the stages of introduction progress. Local television
commercials/infomercials will be created and aired as markets develop. Targeted
national e-mail campaigns will be considered.


         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.

3. 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 September 2002.

4. Competitive business conditions and the small business issuer's competitive
position in the industry and methods of competition;

         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


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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 provides 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.

5. 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.

6. 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.

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

         In November, 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 are 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. In the event that the
Company does not actually purchase the minimum number of units of the product,
the principal shareholder has the right to reduce the geographic scope of the
territory or add other distributors to the territory at which time the minimum
number of units which the Company is required to purchase would be decreased


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proportionately. Under the terms of its agreement with the principal
shareholder, Oxywell, which has no fiduciary duty to or affiliation with the
Company, has the identical right to change the licensing agreement with the
shareholder to a non-exclusive license or reduce the geographic scope of the
territory in the event that the Company does not meet its minimum monthly
purchase commitment, which could materially affect the Company's right to sell
the Oxywell product in the United States. The term of the licensing agreement
between the principal shareholder and the Company is for an initial period of
sixty-one months 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. 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.

8. Need for any government approval of principal products or services. If
government approval is necessary and the small business issuer has not yet
received that approval, discuss the status of the approval within the government
approval process;

         The Oxywell System is not subject to any governmental pre-approvals. As
a public company, we are subject to the reporting requirements, anti-fraud and
other Federal and State Securities laws.

9. 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.

10. Estimate of the amount spent during each of the last two fiscal years on
research and development activities, and if applicable the extent to which the
cost of such activities are borne directly by customers;

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         As a licensee of the Oxywell System product, the Company will not be
engaging in any research and development activities, but will be relying on its
manufacturer, Oxywell GmbH, for improvements and innovations in the Oxywell
System.

11. 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.

12. 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 continued to be done by a consultant of
the Company.

     (c) 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 75211 under a month-to-month sub-lease with
Wilhelm Liesner, the Company's principal shareholder and executive officer. The
Company pays rent of $250.00 per month 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.


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     Item 3. Legal Proceedings.

         The are no legal proceedings pending or, to our knowledge, threatened
against us.

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

         No matters were submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders, through the solicitation
of proxies or otherwise.



                                     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. Upon the effective date of this
Registration Statement, the Company intends to cause to be filed a Form 15C-211
with the National Association of Securities Dealers ("NASD") to permit the
Company's common stock to be quoted on the NASDQ Bulletin Board. Subject to
approval of the NASD, the Company's shares of common stock will trade on the
Bulletin Board under the symbol TACC, if available. There are no outstanding
warrants to purchase or securities convertible into the Company's common stock.
The Company has issued a total of 200,000 options to an outside consultant,
convertible into an equal number of shares of the Company's common stock at an
exercise price of $1.00 a share for 100,000 shares and $2.00 a shares for the
remaining 100,000 shares all of which expire on November 6, 2006, or sooner if
the optionee's consulting relationship with the Company ceases prior to that
date. The granting of the options to the consultant represents consideration in
lieu of a salary or other monetary compensation for the work to be performed by
the consultant on behalf of the Company, primarily in establishing a commercial
distribution network for promotion of the product in major resort areas. Under
the terms of the contractual grant, the consultant may exercise his options at
any time. The grant price was negotiated between the Company and the consultant
which was substantially greater than the per share value of the stock at the
date of grant and was arrived at for the primary purpose of providing incentive
to the consultant to develop the market so that the options would have value in


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the future. With the exception of the grant of options to the consultant, the
Company has granted no other options nor established a stock option plan for its
employees, directors or consultants. The Securities and Exchange Commission has
adopted a Rule which established the definition of a "penny stock," for purposes
relevant to our company, as any equity security that has a market price of less
than $5.00 per share or with an exercise price of less than $5.00 per share,
subject to certain exceptions. For any transaction involving a penny stock,
unless exempt, the rules require: (i) that a broker or dealer approve a person's
account for transactions in penny stocks; and (ii) the broker or dealer receive
from the investor a written agreement to the transaction, setting forth the
identity and quantity of the penny stock to be purchased. In order to approve a
person's account for transactions in penny stocks, the broker or dealer must (i)
obtain financial information and investment experience and objectives of the
person; and (ii) make a reasonable determination that the transactions in penny
stocks are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stock in both public offering and in
secondary trading, and about commissions payable to both the broker-dealer and
the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks. Effective January 4, 1999, the National
Association of Securities Dealers, Inc. (the "NASD") requires that companies
listed for trading on the Bulletin Board must file a Form 10-SB that must become
effective by operation of law and have no outstanding comments before trading
may commence.

     (b) Holders.

         According to our transfer agent, there are 236 shareholders of record
of the Company's common stock.

     (c) Dividends. We have not paid any dividends since ours 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.

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     (d) Recent sales of securities.

         In November, 2001, the Company issued to outside counsel 40,000 shares
of its common stock, at a price of $0.10 per share, aggregating $4,000.00 as
payment for legal services. The price per share was negotiated and agreed upon
by the parties. The Company relied on exemptions provided by Section 4(2) of the
Securities Act of 1933 (the "Act") as amended, for the issuance of the shares of
common stock. No underwriting or other commissions were paid in connection with
the issuance of these shares.

         In November 2001, the Company issued 250,000 shares of the Company's
Common Stock at $.10 a share to the Company's President, Wilhelm Liesner in
consideration for the Company's receipt of past services rendered to the
Company, including management and consulting services. All of the shares were
issued pursuant to Section 4(2) of the Act. No underwriting or other commissions
were paid in connection with the issuance of these shares.

         In November 2001, the Company issued 1,000,000 shares of the Company's
Common Stock to the Company's President, Wilhelm Liesner, in consideration for
Mr. Liesner's granting to the Company an exclusive license to market and sell
the Oxywell water-oxygenating system in North America. The transaction was
valued at $0 because there was no consideration paid by Liesner for the license
prior to Liesner granting the licensing rights to the Company. All of the shares
were issued pursuant to Section 4(2) of the Act. No underwriting or other
commissions were paid in connection with the issuance of these shares.

         In November, 2001, the Company issued 200,000 shares of the Company's
Common Stock at $.10 a share to C.W. Conn in consideration for past marketing
and consulting services rendered to the Company. All of the shares were issued
pursuant to Section 4(2) of the Act. No underwriting or other commissions were
paid in connection with the issuance of these shares.

         In November, 2001, the Company issued 50,000 shares of the Company's
Common Stock at $.10 a share to Tanja Leonard in consideration for past
accounting and bookkeeping services rendered to the Company. All of the shares
were issued pursuant to Section 4(2)of the Act. No underwriting or other
commissions were paid in connection with the issuance of these shares.

                                       12
<PAGE>

         In November, 2001, the Company had issued 200,000 shares of the
Company's Common Stock at $.10 a share to an outside consultant to the Company
in consideration for past consulting services rendered to the Company.
Subsequent to December 31, 2001, the Company negotiated with the consultant for
a reduction of the total number of shares to a total of 75,000 shares. The
remaining 125,000 shares were subsequently cancelled. Issuance of the shares to
the outside consultant was in payment for advice and assistance provided to the
Company since 2000. All of the shares were issued pursuant to Section 4(2) of
the Act. No underwriting or other commissions were paid in connection with the
issuance of these shares.

         In November, 2001, the Company issued 50,000 shares of the Company's
Common Stock at $.10 a share to Walter Brinkmann in consideration for director's
fees. All of the shares were issued pursuant to Section 4(2) of the Act. No
underwriting or other commissions were paid in connection with the issuance of
these shares.

         In issuing the above shares, the Company relied on the fact that it was
neither a reporting company, nor an investment company; that it has a specific
business plan and purpose; the total value of the sales did not exceed
$1,000,000.00; each of the sales was in a private transaction; there was no
general solicitation or general advertising involved in the sale of the shares
and the shares which were issued were restricted shares.

         All the persons who were issued shares of the Company's common stock
have been made aware by the Company in writing that the shares are restricted
under the Act and that the shares must be held indefinitely until the shares are
registered or an exemption from registration is available.



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

         The following discussion should be read in conjunction with the
Company's financial statements and the notes thereto and the other financial
information appearing elsewhere in this document. In addition to historical
information, the following discussion and other parts of this document contain
certain forward-looking information. When used in this discussion, the words
"believes", "anticipates", "expects", and similar expressions are intended to
identify forward-looking statements. Such statements are subject to certain


                                       13
<PAGE>

risks and uncertainties, which could cause actual results to differ materially
from those projected due to a number of factors beyond the Company's control.
The Company does not undertake to publicly update or revise any of its
forward-looking statements even if experience or future changes show that the
indicated results or events will not be realized. Readers are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of
the date hereof. Readers are also urged to carefully review and consider the
Company's discussions regarding the various factors, which affect its business
included in this section and elsewhere in this Registration Statement.

                               Plan of Operation.

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

         The company is planning to introduce the product in five stages. The
first stage will be a "test market" in a single metro location, San Diego, to
confirm the consumer acceptance our consumer research and market investigations
have led us to expect. We anticipate this first stage will last three to six
months and will cost approximately $65,000. The second stage will be a
"rehearsal market" in the Southern California region to ensure all our
Distribution Logistics and Ordering Systems are as fault-free as they can be
made. The third, fourth and fifth stages will complete national distribution
with the third stage likely to include the remainder of the Pacific Region and
the Southwest Region, the fourth stage - the Northeast Region, and the fifth and
final stage - the remainder of the U.S.A. The Company is in the final stages of
completing its marketing and financing plans. Current objective is to introduce
to the test market in the fourth quarter of calendar 2002.

         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 an one of the ordering locations. The
website will be expanded and linked to other sites and search engines as funds
permit. As market interest develops, printed brochures will be used to educate
consumers and will contain an order form, which will be distributed
opportunistically to health and fitness establishments, media people, at health
and fitness trade shows and any other venues that represent an interest.
Powerpoint presentations will be created to educate PR professionals, media
people and prominent health and fitness authorities. Interviews with the
lifestyle and health and fitness writers with local newspapers and magazines,
then writers with regional, then national magazines, will be arranged in order
to secure articles for the product. Ads in local newspapers and magazines, then
regional, then national magazines will be placed as the stages of introduction
progress. Local television commercials/infomercials will be created and aired as
markets develop. Targeted national e-mail campaigns will be considered.

                                       14
<PAGE>

         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.

                        Liquidity and Capital Resources.

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

         We anticipate we will begin marketing the product in approximately
three to six months after completing an initial market assessment to gauge
interest in the product. We do not presently generate profits and we expend
approximately $3,000 to $5,000 per month for working capital and general
corporate purposes, including any marketing expenses. We anticipate our monthly
operating costs to increase to $25,000 per month once operations commence,
excluding any amounts committed for purchases. We expect our cash requirements
over the next twelve months ending March 31, 2003 to be approximately $675,680
as follows:

Product commitment costs.......................      $ 524,000         77%
Other product costs...........................      $   37,680          6%
General operating expenses ......................   $   49,000          7%
Marketing and advertising.......................    $   65,000         10%
                                                     ----------------------
Total............................................... $ 675,680        100%

         Currently, the President and majority stockholder has committed to and
is in the process of advancing the Company $45,000 over the next several weeks
which the Company estimates will bring it to a point in its development where it
can introduce the product into the test market. Additionally, the President and
majority stockholder has committed to advancing funds to the Company over the
next twelve months, as necessary, to ensure that the Company can continue as a
going concern.

         The majority of the Company's cash requirements results from the
minimum monthly purchase commitments pursuant to the Oxywell Agreement. The
Company does not have any financing arrangement with Oxywell GmbH and the unit
cost per the Oxywell Agreement is $65.50. 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. If the Company is
unsuccessful in developing and maintaining a market for the Oxywell product and


                                       15
<PAGE>

does not obtain the minimum purchase levels, the principle shareholder has the
right to reduce the geographic scope of the territory or add other distributors
to the territory at which time the minimum purchase levels would be decreased
proportionately. Notwithstanding these provisions, the Company has the right to
retain both the geographic scope and exclusivity, if the Company purchases the
minimum number of units required by the agreement. There can be no assurance
that any of the Company's business activities will result in any operating
revenues or profits. Investors should be aware that they might lose all or
substantially all of their investment.

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

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


Contractual Obligations

         The exclusive license to market and sell the Oxywell System in North
America is subject to the Company maintaining minimum purchases of the product
of 1,000 units monthly for the period from December 2002 through February 2003;
5,000 units monthly through August 2003, and an increase of thirty per cent
annually on each September 1 for each succeeding year of the remaining term of
the agreement. Future minimum purchase commitments over the next five years for
the twelve months ended March 31 are as follows: (2003: $524,000; 2004:
$4,617,750; 2005: $6,003,075; and 2006: $7,803,998; 2007: $7,339,078). In the
event that the Company does not obtain the minimum purchase levels, the
principle shareholder has the right to reduce the geographic scope of the
territory or add other distributors to the territory at which time the minimum
purchase levels would be decreased proportionately. Notwithstanding these
provisions, the Company has the right to retain both the geographic scope and
exclusivity, if the Company purchases the minimum number of units required by
the agreement

     Item 7. Financial Statements.

         The financial statements of our company and supplementary data are
included beginning immediately following the signature page to this report. See
Item 13 for a list of the financial statements and financial statement schedules
included.

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

         There have been no changes in, and no disagreements with, our company's
public accountants.


                                       16
<PAGE>

                                    PART III

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

     (a) Directors and Executive Officers.

         The table below reflects certain information about each of our officers
and directors.

  Name                       Age          Position

  Wilhelm H. Liesner         68           Chairman, Chief Executive Officer and
                                          President

  Charles W. Conn            64           Director

  Mr. Walter Brinkman        59           Director


         Directors of the Company serve for a term of one year or until their
successors are elected. 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 and has been, since 1998, on the Board of Directors of Healthbridge
Inc. a NASDAQ-listed company.

         Charles W. Conn, Age 64. 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.

                                       17
<PAGE>

         Mr. Walter Brinkmann, Age 59. 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 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.

     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 president and a director of HITK Corporation.

     (b) Significant Employees.

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


     (c)  Family  relationships.  Ms. Tanya Leonard, who is the Secretary/
Treasurer of the Company is the daughter of the President, Wilhelm Liesner.

                                       18
<PAGE>

     (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.

         To our company's knowledge, no officers, directors, beneficial owners
of more than ten percent of any class of our company's equity securities
registered pursuant to Section 12 of the Exchange Act or any other person
subject to Section 16 of the Exchange Act with respect to our company, failed to
file on a timely basis reports required by Section 16(a) of the Exchange Act
during the most recent fiscal year, which ended March 31, 2002.


    Item 10. Executive Compensation.

         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.
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, 2001. Also in November, 2001, the


                                       19
<PAGE>

Company issued to Mr. Liesner a total of 250,000 shares of its common stock in
consideration for past services rendered as an officer of the Company. 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 satisfaction 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
$75,900.00. With the exception of the foregoing, Mr. Liesner has received no
monetary or other compensation from the Company in the Company's last three
fiscal years.

         No retirement, pension, profit sharing, stock option plans or other
compensatory programs have been adopted by the Company for its officers or
directors.

         Directors serve without fees or any other compensation for their
services.

         The following table sets forth the compensation paid during the fiscal
year ended March 31, 2002, to our company's chief executive officer and each of
our company's officers and directors. No person received compensation equal to
or exceeding $100,000 in fiscal 2002 and no bonuses were awarded during fiscal
2002.


                           SUMMARY COMPENSATION TABLE


                             Long Term Compensation

                        Annual Compensation Awards Payouts


                              Restricted Securities
<TABLE>
<S>             <C>     <C>       <C>      <C>           <C>         <C>             <C>           <C>
Name and                                   Other Annual     Stock       Underlying       LTIP          All Other
Principal        Year    Salary    Bonus   Compensation    Award(s)    Options/SARs    Payouts       Compensation
Position         2002     ($)       ($)        ($)           ($)           (#)           ($)              ($)
--------         ----    ------    -----   ------------  ----------   -------------     -------      -------------
Wilhelm
Liesner          -0-      -0-      -0-         -0-        $25,000.00*
President and
Director         2001     -0-       -0-        -0-          -0-           -0-

                 2000     -0-       -0-        -0-          -0-           -0-
Walter
Brinkman         2002     -0-       -0-        -0-          $5,000**      -0-
Director         2001     -0-       -0-        -0-          -0-           -0-

                 2000     -0-       -0-        -0-          -0-           -0-

Charles          2002     -0-       -0-        -0-          $20,000***    -0-
Conn
Director         2001     -0-       -0-        -0-          -0-           -0-
                 2000     -0-       -0-        -0-          -0-           -0-
</TABLE>


     * 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 $-0-.

     ** Mr. Brinkman was issued a total of 50,000 restricted shares which have
been valued at $5,000.00 for services rendered to the company.

     *** Mr. Conn was issued a total of 200,000 restricted shares which have
been valued at $20,000.00 for services rendered to the company.


                                       20
<PAGE>

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

         The following table sets forth certain information regarding the
beneficial ownership of common stock, the only class of voting securities of the
Company outstanding as of the filing date of this registration statement, by (i)
each person known by the Company to beneficially own more than five percent of
the Company's common stock; (ii) each director and executive officer of the
Company; and (iii) all current directors and executive officers of the Company
as a group. The beneficial holder of more than five per cent of the Company's
common stock as of the filing date of this registration statement is as follows:


                      Name and            Amount and              Percentage
Title of              Address of          Nature of               of Class*
Class                 Beneficial Owner    Beneficial Ownership
 --------             ----------------      --------------------  ----------
common stock, par     Wilhelm Liesner       3,737,500(1)             65 %
value $.01           2807 Allen Street,       Direct
per share            Suite 713
                     Dallas, Texas 75204


   *Based on 5,771,115 shares issued and outstanding as of the filing date of
this registration statement.

(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.
           The number of shares of common stock of the Company owned by the
Directors and Executive Officers of the Company as of the filing date of this
registration statement is as follows:

                       Name and              Amount and        Percentage
Title of              Address of             Nature of             of
 Class              Beneficial Ownership          Class            Class*
 --------            ----------------   --------------------    ----------
Common stock, par    Wilhelm Liesner         3,737,500(1)          65 %
value $.01           2807 Allen Street,          Direct
per share            Suite 713
                     Dallas, Texas

Common stock, par    Walter Brinkmann          50,000(1)          .01%
value, $.01          16 Colgrove Down Direct
per share            Cumnor Hill
                     Oxford, OX2 9HT
                     England



Common stock, par    Charles Conn             200,000  (1)        .03%
value, $.01          350 Rathburn Rd. W.       Direct
per share            Suite 1903
                     Mississauga, Ont. L5B 3Y2

All Officers and Directors as a Group (3 persons)                  69 %

*     Based on 5,771,115 shares issued and outstanding.

(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.

                                       21
<PAGE>


     Item 12. Certain Relationships and Related Transactions.

         In November, 2001, the Company entered into a licensing agreement with
its principal shareholder, Wilhelm Liesner, pursuant to which Mr. Liesner
granted the Company an exclusive right to market and sell the Oxywell System and
products in the United States, Canada and Puerto Rico and an option to sell and
market the Oxywell product in Mexico ("Licensing Agreement"). The rights granted
to the Company are virtually co-extensive with those rights which were granted
to Mr. Liesner under an exclusive marketing agreement entered into by Mr.
Liesner with Oxywell GmbH, the owner of the Oxywell system. (See paragraph 7 of
"Business of Issuer" entitled "Patents, trademarks, licenses, franchises,
concessions, royalty agreements or labor contracts"). Pursuant to the Licensing
Agreement, Mr. Liesner is to receive a royalty of two per cent (2%) of the gross
sales of the Oxywell product. Mr. Liesner also received 1,000,000 shares of the
Company's common stock as part of the consideration paid by the Company for the
License Agreement. In November, 2001, the Company issued to Mr. Liesner 250,000
shares of the Company's common stock in consideration for past services rendered
by Mr. Liesner as an officer of the Company. On January 2, 2002, the Board of
Directors agreed to transfer 330,000 shares of common stock held in
Healthbridge, Inc. to Mr. Liesner for past services rendered and in full
satisfaction of $61,305 in shareholder loans advanced through December 31, 2001.
The shares were valued at the closing bid price on January 2, 2002 of $0.23 per
share totaling a value of $75,900.00. The difference between the aggregate value
of the Healthbridge shares and the amount of the loans constitutes payment by
the Company for past services rendered by Mr. Liesner, which were valued at the
fair market value of the services rendered. The transaction was consumated on
terms equivalent to those that prevail in an arm's-length transaction that being
on terms that are at least as favorable to the Company as it would expect to
receive from an unaffiliated third party.

     There have been no other material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which our company or any of its subsidiaries was or is to be a
party, in which the amount involved exceeds $60,000 and in which any director or
executive officer, or any security holder who is known to our company to own of
record or beneficially more than five percent of our company's Common Stock, or
any member of the immediate family of any of the foregoing persons, had a
material interest.

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

    (a) The following documents are filed as part of this report.

     1. Financial Statements

     Report of Clancy & Co., Independent Certified Public Accountant

     Balance Sheet as of March 31, 2002

     Statement of Operations for the year ended March 31, 2002.

     Statement of Cash Flows for the year ended March 31, 2002.

     Statement of Stockholders' Equity for years ended March 31, 2002.

     Notes to Financial Statements

     2. Exhibits

    (a) The following exhibits are included as part of this report:

                                       22
<PAGE>


                                     EXHIBIT

NUMBER DESCRIPTION LOCATION
------- ---------------------------------------------------------



    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**

* 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.

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on it behalf by the undersigned, thereunto duly authorized.

                       TECHNOLOGY ACQUISITION CORPORATION


Date: July 16, 2002


                              By: /s/Wilhelm Liesner
                              --------------------
                                 Wilhelm Liesner
                                President and Director


                                       23
<PAGE>

                                    EXHIBITS

                              FINANCIAL STATEMENTS


                                TABLE OF CONTENTS


Independent Auditors' Report................................................   2

Balance Sheet at March 31, 2002............................................... 3

Statements of Operations for the years ended March 31, 2002 and 2001, and for
the period from inception (June 21, 1972) to March 31, 2002 .................. 4

Statements of Stockholders' Equity (A Deficit) for the period from inception
(June 21, 1972) to March 31, 2002....................................        5-7

Statements of Cash Flows for the years ended March 31, 2002 and 2001, and for
the period from inception (June 21, 1972) to March 31, 2002 .................. 8

Notes to the Financial Statements.................................          9-19


<PAGE>





                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
Technology Acquisition Corporation

We have audited the accompanying balance sheet of Technology Acquisition
Corporation (A Development Stage Company, the "Company") as of March 31, 2002,
and the related statements of operations, stockholders' equity (a deficit), and
cash flows for the years ended March 31, 2002 and 2001 and for the period from
April 1, 1995 through March 31, 2002. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these statements based on our audits. The related statements of
operations, stockholders' equity, and cash flows of the Company 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, 2002, 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. 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 provide a reasonable basis for our
opinion.

In our opinion the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of March 31, 2002,
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.

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.) The Company is devoting substantially all of its present efforts in
establishing its business. Management's plans regarding the matters which raise
substantial doubt about the Company's ability to continue as a going concern are
also disclosed in Note 2 to the financial statements. The continued existence of
the Company is dependent upon its ability to meet its future financing
requirements and the success of future operations. These factors raise
substantial doubt about the Company's ability to continue as going concern. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.


/s/  Clancy and Co., P.L.L.C.
Clancy and Co., P.L.L.C.
Phoenix, Arizona
June 24, 2002


<PAGE>


                       TECHNOLOGY ACQUISITION CORPORATION
                          (A Development Stage Company)
                                  Balance Sheet
                                 March 31, 2002

ASSETS

Current Assets                                                          $      0

Total Assets                                                       $           0
                                                                          ======

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
   Checks Issued in Excess of Cash                                     $      94
   Accounts Payable                                                       80,153
                                                                          ------
Total Current Liabilities                                                 80,247

Commitments and Contingencies                                               None

Stockholders' Equity
Preferred Stock:  $0.25 Par Value;
   Authorized:  5,000,000; Issued and outstanding: None                     None
Common Stock: $0.01 Par Value; Authorized Shares:
  30,000,000; Issued and Outstanding:  5,771,115                          57,711
Additional Paid In Capital                                             4,225,488
Loss Accumulated During the Development Stage                        (4,363,446)
                                                                     ----------
Total Stockholders' Equity (A Deficit)                                  (80,247)
                                                                        --------

Total Liabilities and Stockholders' Equity                         $          0
                                                                          ======


















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


<PAGE>


                       TECHNOLOGY ACQUISITION CORPORATION
                          (A Development Stage Company)
                            Statements of Operations
         For the years ended March 31, 2002 and 2001, and for the period
                from inception (June 21, 1972) to March 31, 2002
<TABLE>
<CAPTION>
                                                                                                         From
                                                                                                       Inception
                                                                                                    (June 21, 1972)
                                                                        Year Ended      Year Ended          to
                                                                      March 31, 2002  March 31, 2001  March 31, 2002
                                                                             ----            ----            ----
<S>                                                                  <C>                <C>             <C>

Revenues                                                                    $     0        $     0          $      0

General and Administrative Expenses                                         111,703       (41,747)         (742,252)
                                                                            -------       --------         ---------

Operating Loss                                                            (111,703)       (41,747)         (742,252)

Other Expenses
   Realized losses on permanent declines in marketable equity
      securities                                                            (6,600)      (184,800)       (1,574,100)
   Interest expense                                                               -              -         (359,826)
                                                                         ---------    -------------       ---------
Total Other Expenses                                                        (6,600)      (184,800)       (1,933,926)
                                                                            -------      ---------       -----------

Net Loss Before Discontinued Operations                                           -      (226,547)       (2,676,178)

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

Net Loss Available to Common Stockholders                               $ (118,303)    $ (226,547)     $ (4,363,446)
                                                                          =========      ========        ===========

Basic Loss Per Share of Common Stock
   Net Loss Before Discontinued Operations                               $   (0.03)     $   (0.06)       $    (0.57)
                                                                             =====          ======
   Discontinued Operations                                                        -              -
                                                                                                              (0.36)
   Net Loss Per Common Share                                             $   (0.03)     $   (0.06)       $    (0.93)
                                                                             =====          ======           =======

Weighted Average Number of
Common Shares Outstanding                                                 4,708,251      4,106,115         4,708,251
                                                                          =========      =========         =========

</TABLE>








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


<PAGE>


                       TECHNOLOGY ACQUISITION CORPORATION
                          (A Development Stage Company)
                                   Statements of Stockholders' Equity (A
                          Deficit) For the Period from Inception (June 21, 1972)
                                to March 31, 2002
<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 $0.01
     per share                                    -               20,000           200            800                -
Common stock issued for cash at $0.015 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.

<PAGE>


                       TECHNOLOGY ACQUISITION CORPORATION
                          (A Development Stage Company)
                      Statements of Stockholders' Equity (A
             Deficit) For the Period from Inception (June 21, 1972)
                                to March 31, 2002
<TABLE>
<S>                                         <C>              <C>            <C>          <C>           <C>
                                                                                                               Loss
                                                                                                           Accumulated
                                                                                            Additional      During the
                                              Preferred          Common         Stock        Paid In       Development
                                                Stock            Shares        Amount        Capital          Stage
                                                -----            ------        ------        -------          -----
Common stock issued for cash at $0.13 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.

<PAGE>


                       TECHNOLOGY ACQUISITION CORPORATION
                          (A Development Stage Company)
                      Statements of Stockholders' Equity (A
             Deficit) For the Period from Inception (June 21, 1972)
                                to March 31, 2002
<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       (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               -                    -             -                       (118,303)
                                                  -       -------------    -----------  - ----------------  ---------

Balance, March 31, 2002                           -            5,771,115    $   57,711     $4,225,488     $(4,363,446)
                                                               =========       =======      =========      ===========
</TABLE>










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

<PAGE>


                       TECHNOLOGY ACQUISITION CORPORATION
                          (A Development Stage Company)
                            Statements of Cash Flows
         For the years ended March 31, 2002 and 2001, and for the period
                from inception (June 21, 1972) to March 31, 2002
<TABLE>
<CAPTION>
                                                                                                              From
                                                                                                            Inception
                                                                                                            (June 21,
                                                                                                            1972) to
                                                                             Year ended     Year ended   March 31, 2002
                                                                           March 31, 2002  March 31,2001
                                                                                     ----       -----          --------
<S>                                                                          <C>             <C>           <C>
Cash flows from operating activities
Net loss                                                                       $ (118,303)   $ (226,547)    $(4,363,446)
Adjustments to reconcile net loss to net cash used in operating activities
     Depreciation                                                                        0             0         434,010
     Common stock issued for services                                               66,500             0         257,500
     Transfer of asset for past services rendered                                   14,595             0          14,595
     Notes payable incurred for services rendered                                        0             0         220,000
     Write down of inventory                                                             0             0         572,829
     Gain on asset exchange                                                              0             0       (713,349)
     Realized losses on marketable securities                                        6,600       184,800       1,574,100
Changes in Assets and Liabilities
    Increase (decrease) in accounts payable                                        (4,516)         9,669         377,350
    Increase (decrease) in accrued liabilities                                           0             0         240,966
                                                                                 ---------     - ----------     -------
Total adjustments                                                                   83,179       194,469       2,978,001
                                                                           -        ------       -------       ---------
Net cash used in operating activities                                             (35,124)      (32,078)     (1,385,445)

Cash flows from financing activities
   Checks issued in excess of cash                                                      94             0              94
   Proceeds from the sale of common stock                                                0             0         187,226
   Loans from shareholders                                                          24,205        32,000          61,305
   Capital contributions                                                            10,800             0          82,412
   Proceeds on notes payable                                                             0            0        1,054,408
                                                                                 ---------     - ---------      ---------
Net cash provided by financing activities                                           35,099        32,000       1,385,445
                                                                                    ------        ------       ---------

Increase (decrease) in cash and cash equivalents                                      (25)          (78)               0
Cash and cash equivalents, beginning of period                                          25           103               0
                                                                                        --           ---               -
Cash and cash equivalents, end of period                                         $       0      $     25  $            0
                                                                                        ==            ==              ==

Cash paid for interest and income taxes:                                          -              -              -

Supplemental noncash investing and financing activities:
   Common stock issued for services rendered                                    $   66,500       -            $  257,500
                                                                                    ======                       =======
   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          $   14,595       -            $   14,595
                                                                                    ======                        ======
    services rendered
   Realized losses on marketable securities                                     $    6,600    $  184,800     $ 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.


<PAGE>


                       TECHNOLOGY ACQUISITION CORPORATION
                          (A Development Stage Company)
                        Notes to the Financial Statements
                                 March 31, 2002

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(R) II Disposal System, as well as a number of sterilizer modules used in
hospital and medical waste disposal applications.

On April 17, 1996, by amendment to its Articles of Incorporation, the Company
changed its name to Roatan Medical Technologies, Inc. ("Roatan") and increased
its authorized capital to 35,000,000 shares consisting of 30,000,000 shares of
$0.01 par value common stock and 5,000,000 shares of $0.25 par value preferred
stock. The common stock has voting rights of one vote per share. The preferred
stock rights and preferences are to be determined by the Board of Directors, who
has the authority to designate and issue the preferred stock in one or more
series. On June 24, 1996, Roatan was incorporated in the State of Nevada with
the same authorized capital as the Utah Corporation, and on July 23, 1996, by
migratory merger, Roatan (a Utah corporation) was merged into Roatan (a Nevada
corporation). Roatan developed its business with the intent of producing and
marketing medical devices and procedures, with its primary focus as producing
and marketing the Redloc(R) II Disposal System. The Company contracted with
United Systems, Inc. ("United") to manufacture the waste disposal system
products, but due to lack of funding, the Company sold its patent rights as well
as the Company's other assets pursuant to an Asset Exchange Agreement dated
January 27, 1999, to Healthbridge, Inc., 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 to the Company, 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. Because, however, Healthbridge was insisting upon purchasing all
assets relating to the waste disposal system and to facilitate the sale between
the Company and Healthbridge, the Company's majority shareholder purchased a
majority shareholder interest in United after which United became a party to the
Agreement. Additionally, as part of the agreement, Liesner was elected as a
director of Healthbridge, which position he continues to hold. 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 Allershausen and 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. There is no relationship with Liesner and
Oxywell GmbH, other than as an independent representative as disclosed above.

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 2002. To date, management has devoted the majority of 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 System has not yet been offered for sale in the United States.

Capital Formation. 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 June 21, 1972, the Company issued 20,000 shares of common stock for services
rendered at $0.01 per share, or $1,000. Additionally, the Company issued
1,040,600 shares of common stock for cash at $0.015 per share, or $79,616.

During the year ended March 31, 1996, the Company issued 19,400 shares of common
stock for cash at $0.13 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.

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.

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(R) II Disposal System,
as well as a number of sterilizer modules used in hospital and medical waste
disposal applications. Wintex Corp. is no longer in existence.

On May 23, 1996, the Company canceled 80 shares of its common stock that were
issued in error.

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.

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

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
management services. The shares were valued at an agreed upon value of the
services rendered of $0.10 per share because 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, Wilhelm Liesner ("Liesner"), in consideration for
his granting to the Company an exclusive license to market and sell the Oxywell
water-oxygenating system in North America. The Oxywell System was originally
developed by Oxywell GmbH, a German company headquartered in Allershausen and
Munich. 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 is subject to the Company maintaining
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. Future minimum purchase
commitments over the next five years for the twelve months ended March 31 are as
follows: (2003: $524,000; 2004: $4,323,000; 2005: $5,619,900; and 2006:
$7,305,870; 2007: $6,691,513).

In the event that the Company does not obtain the minimum purchase levels, the
principle shareholder has the right to reduce the geographic scope of the
territory or add other distributors to the territory at which time the minimum
purchase levels would be decreased proportionately. Notwithstanding these
provisions, the Company has the right to retain both the geographic scope and
exclusivity, if the Company purchases the minimum number of units required by
the agreement. The actual geographic scope and right of exclusivity, therefore,
could be subject to change which could effect the amount of sales and resulting
revenues achieved by the Company from those sales which might be achieved if the
Company retains the exclusive rights to the North American market. 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.

The transaction was valued at $0 because there was no consideration paid by
Liesner for the license prior to Liesner granting the licensing rights to the
Company. The transaction was approved by the Board of Directors. 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 year ended March 31, 2002, the majority stockholder made cash
contributions of $10,800 to pay for various expenses of the Company.

Summary of Significant Accounting Policies.

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 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. 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.

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

Revenue Recognition - Revenue is 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.

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

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 per share in the future such as
options were not included in the computation of diluted earnings per share
because to do so would be antidilutive. 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, 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 disclosure requirements of SFAS No. 123.

Comprehensive Income - The Company includes items of other comprehensive income
by their nature in a financial statement and displays the accumulated balance of
other comprehensive income separately from 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.

Capital Structure - The Company discloses its capital structure in accordance
with SFAS No. 129, "Disclosure of Information about Capital Structure," which
establishes standards for disclosing information about an entity's capital
structure.

Start-up Expenses - The Company expenses start-up costs and organization costs
for financial statement purposes pursuant to AICPA Statement of Position 98-5,
"Reporting on the Costs of Start-up Activities." For income tax purposes, the
Company has elected to treat its organizational costs as deferred expenses and
amortize them over a period of sixty months beginning in the first month the
Company is actively in business.

Long-Lived Assets - The Company records impairment losses on long-lived assets
used in operation when indicators of impairment are present and the undiscounted
cash flows estimated to be generated by those assets are less than the assets'
carrying amount.

Reclassification - Certain prior period amounts have been reclassified to
conform to the current year 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:

SFAS No.141, "Business Combinations." SFAS No. 141 requires that all business
combinations be accounted for under the purchase method of accounting. SFAS No.
141 also changes the criteria for the separate recognition of intangible assets
acquired in a business combination. SFAS No. 141 is effective for all business
combinations initiated after June 30, 2001.

SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 142 addresses
accounting and reporting for intangible assets acquired, except for those
acquired in a business combination. SFAS No. 142 presumes that goodwill and
certain intangible assets have indefinite useful lives. Accordingly, goodwill
and certain intangibles will not be amortized but rather will be tested at least
annually for impairment. SFAS No. 142 also addresses accounting and reporting
for goodwill and other intangible assets subsequent to their acquisition. SFAS
No. 142 is effective for fiscal years beginning after December 15, 2001.

SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 143
addresses financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs. SFAS No. 143 is effective for financial statements issued for fiscal
years beginning after June 15, 2002.

FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets." This statement addresses financial accounting and reporting
for the impairment or disposal of long-lived assets. SFAS No. 144 is effective
for financial statements issued for fiscal years beginning after December 15,
2001, and interim periods within those fiscal years.

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, which contemplates continuation of the Company as a going
concern, which is dependent upon the Company's ability to establish itself as a
profitable business. Management is devoting substantially all of its present
efforts in securing and establishing a new business and has generated no
revenues. Management plans to conduct limited operations to minimize operating
expenses until external funds can be raised or internal cash flows are
generated. Management believes that it will continue to incur losses for at
least the next twelve months, and as a result will require additional funds
through loans from shareholders, debt or equity financing to insure that there
is sufficient capitalization of the Company in marketing the Oxywell System.

The company is planning to introduce the product in five stages. The first stage
will be a "test market" in a single metro location, San Diego, to confirm the
consumer acceptance of the product. The Company anticipates this first stage
will last three to six months and costs approximately $65,000. The second stage
will be a "rehearsal market" in the Southern California region to ensure
Distribution Logistics and Ordering Systems are as fault-free as they can be
made. The third, fourth and fifth stages will complete national distribution
with the third stage likely to include the remainder of the Pacific Region and
the Southwest Region, the fourth stage - the Northeast Region, and the fifth and
final stage - the remainder of the U.S.A. The Company is in the final stages of
completing its marketing and financing plans. Current objective is to introduce
to the test market in the last quarter of calendar 2002.

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

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

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

The Company expects to begin marketing the product in approximately three to six
months after completing an initial market assessment to gauge interest in the
product. The Company does not presently generate profits and expends
approximately $3,000 to $5,000 per month for working capital and general
corporate purposes, including any marketing expenses. The Company anticipates
its monthly operating costs to increase to $25,000 per month once operations
commence, excluding any amounts committed for purchases. The Company expects its
cash requirements over the next twelve months ending March 31, 2003 to be
approximately $675,680 as follows:




Product commitment costs........................     $ 524,000         77%
Other product costs...........................      $   37,680         6%
Operating Expense ...............................   $   49,000          7%
Marketing and advertising.......................    $   65,000         10%
                                                     ----------------------
Total.............................................   $ 675,680         100%

Currently, the President and majority stockholder has committed to and is in the
process of advancing the Company $45,000 over the next several weeks which the
Company estimates will bring it to a point in its development where it can
introduce the product into the test market. Additionally, the President and
majority stockholder has committed to advancing funds to the Company over the
next twelve months, as necessary, to ensure that the Company can continue as a
going concern.

The majority of the Company's cash requirements results from the minimum monthly
purchase commitments pursuant to the Oxywell Agreement. The Company does not
have any financing arrangement with Oxywell GmbH and the unit cost per the
Oxywell Agreement is $65.50. 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. If the Company is
unsuccessful in developing and maintaining a market for the Oxywell product and
does not obtain the minimum purchase levels, the principle shareholder has the
right to reduce the geographic scope of the territory or add other distributors
to the territory at which time the minimum purchase levels would be decreased
proportionately. Notwithstanding these provisions, the Company has the right to
retain both the geographic scope and exclusivity, if the Company purchases the
minimum number of units required by the agreement. There can be no assurance
that any of the Company's business activities will result in any operating
revenues or profits. Investors should be aware that they might lose all or
substantially all of their investment.

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

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

NOTE 3 - 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.



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 March 31, 1999                    (495,000)
                                                                   --------
Estimated Fair Value, March 31, 1999                              1,155,000
Gross realized losses-year ended March 31, 2000                    (887,700)
                                                                   --------
Estimated Fair Value, March 31, 2000                                267,300
Gross realized losses-year ended March 31, 2001                    (184,800)
                                                                    -------
Estimated Fair Value, March 31, 2001                                 82,500
Realized losses-year ended March 31, 2002                            (6,600)
                                                                      ------
Estimated Fair Value before transfer to majority stockholder         75,900
Value of shares distributed to majority stockholder                 (75,900)
                                                                      ------
Balance                                                   $             -

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.

NOTE 4 - LOANS FROM SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

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. 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.

Related party transactions. Included in accounts payable for all periods
presented is $75,000 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 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.

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.

The income tax effect of temporary differences comprising the deferred tax
assets primarily is a result of start-up expenses, which are capitalized for
income taxes. Applying a federal statutory rate of 34% to the pretax loss
results in a deferred tax benefit at March 31, 2002 and 2001 of approximately
$1,484,000 and $1,443,000, respectively, with a full valuation allowance
recorded against the benefit. The valuation account increased by $41,000 and
$77,000 for the years ended March 31, 2002 and 2001, respectively.

NOTE 6 - 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.

The gain on the disposal is as follows:

Sales Price:      330,000 shares of Healthbridge, Inc.
                  common stock                      $  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
                                                                         =======

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

The loss on 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. 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.

NOTE 7 - 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 vest immediately. At March 31,2002, all
of the options were outstanding.

The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted-average
assumptions used for those options granted in 2001: weighted-average grant-date
fair value of $0.10 per share, volatility of 0%, dividend yield of 0%, risk-free
interest rate of 5%, and expected lives of three years.

Stock options outstanding and exercisable on March 31, 2002 are as follows:


                                                                   Weighted
                                                 Weighted           Average
             Range of               Shares       Average           Remaining
           Exercise Price            Under     Exercise Price      Contractual
              per Share             Option       per Share         Life in Years
         --------------            ---------   --------------    -------------
 Outstanding and Exercisable:
            $1.00                   100,000       $0.33                 1.53
            $2.00                   100,000       $0.67                 3.05
                                    -------
                                    200,000

The Company accounts for stock-based compensation using the intrinsic value
method prescribed by Accounting Principles Board No. 25, "Accounting for Stock
Issued to Employees," under which no compensation cost is recognized for stock
option awards granted at or above the fair market value of the Company's common
stock. 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
  As reported                               $   118,303
  Pro forma                                 $   176,861

Net loss per common share
  As reported                               $    0.03
  Pro forma                                 $    0.04