SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                  Form 10-QSB Quarterly or Transitional Report


_X_  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES ACT OF 1934 FOR THE QUARTERLY PERIOD
ENDED DECEMBER 31, 2002

                                     OR

___TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

                         Commission File No. 2-97732

TECHNOLOGY GENERAL CORPORATION
----------------------------------------------------------------------------
(Exact name of Small Business Issuer in its charter)

New Jersey                                               22-1694294
---------------------------         -----------------------------------------
(State or jurisdiction of                (I.R.S. Employer Identification No.)
incorporation or organization)

12 Cork Hill Road, Franklin, New Jersey                    07416
----------------------------------------               -----------
(Address of principal executive offices)                (Zip Code)

Issuer's telephone number, including area code: (973) 827-4143

Indicated by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
and (2) has been subject to such filing requirements for the past 90 days.

        Yes X                         No
       -------                      -------

As of December 31, 2002, the Registrant had 5,811,912 shares
of Common Stock outstanding and 131,839 shares of Class A Common Stock
outstanding.


                                       1




                       TECHNOLOGY GENERAL CORPORATION

                                    INDEX

                                                                     PAGE NO.
Part 1.  Financial Information

         Item 1.  Consolidated Financial Statement (unaudited)

                      Consolidated Balance Sheet - December 31, 2002     3

                      Consolidated Statement of Operations
                      For the nine months ended
                      December 31, 2002 and 2001                         4

                      Consolidated Statement of Cash Flows
                      For the nine months ended
                      December 31, 2002 and 2001                         5

                      Notes to Consolidated Financial Statements         6

          Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of Operation         7-9

          Signatures                                                    10


                                      2




                TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY

                         CONSOLIDATED BALANCE SHEET

                                 (UNAUDITED)
                              DECEMBER 31, 2002

                                   ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                                      $165,910
  Accounts receivable, net of allowance for doubtful
  accounts of $5,700                                              198,225
  Inventories                                                     270,929
  Prepaid expenses and other current assets                         3,246
                                                               ----------
        Total current assets                                      638,310

PROPERTY, PLANT AND EQUIPMENT, net                              1,853,551

OTHER ASSETS, NET                                                  54,889
                                                               ----------

                                                               $2,546,750
                                                               ==========

LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
   Current maturities of long-term debt                          $ 70,572
   Accounts payable and accrued expenses                          475,029
                                                               ----------
         Total current liabilities                                545,601

LONG - TERM DEBT:
   Long-term obligations, net of current maturities             1,374,870
   Reserve for contingency                                        500,000
   Security deposits                                               68,862
                                                               ----------
    Total long - term debt                                      1,943,732

STOCKHOLDERS' EQUITY:
   Common stock, $.001 par value
   authorized 30,000,000 shares, issued 5,886,228 shares,
   outstanding 5,811,912 shares                                     5,886
   Class A common stock, $.001 par value, 1/10th vote per share,
   authorized 15,000,000 shares, issued and
   outstanding 131,839 shares                                         132
   Capital in excess of par value                               2,421,124
   Accumulated deficit                                         (2,359,894)
                                                               ----------
                                                                   67,248

  Less treasury stock, at cost, 74,316                             (9,831)
                                                                ---------
     Total stockholders' equity                                    57,417
                                                                ---------
                                                               $2,546,750
                                                               ==========




          See accompanying notes to consolidated financial statements
                                       3




                 TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                  (UNAUDITED)


                            Three Months Ended         Nine Months Ended
                                December 31              December 31
                             ------------------        ------------------
                               2002      2001            2002      2001

REVENUES:
   Product sales            $301,782  $411,983      $1,090,777 $1,207,888
   Rentals                   201,445   199,997         616,183    614,582
                           ---------  --------        --------  ---------
                             503,227   611,980       1,706,960  1,822,470

COSTS AND EXPENSES:
  Cost of product sales     178,070    254,554         635,765    726,574
  Cost of rentals            97,352     99,710         306,632    308,802
  Selling, general and
  administrative expenses   320,038    423,486         997,371    909,574
                           --------   --------        --------   --------
                            595,460    777,750       1,939,768  1,944,950
                           --------   --------       ---------  --------
(LOSS) FROM
OPERATIONS                  (92,233)  (165,770)       (232,808)  (122,480)

OTHER INCOME (EXPENSE):
  Interest expense           (1,751)       191          (2,689)    (2,867)
  Interest and Dividend
  Income                        543      1,456           1,579      7,353
  Other                      (1,213)     1,755             787      7,748
                           --------   --------         -------   --------
                             (2,421)     3,402            (323)    12,234
                           --------   --------         -------   --------

NET(LOSS)
BEFORE INCOME TAXES         (94,654)  (162,368)       (233,131)  (110,246)
INCOME TAXES                      -          -             240        240
                            -------    -------        --------   --------
                          ($ 94,654) ($162,368)      $(233,371) ($110,486)
                           ========    =======        ========   ========


          See Accompanying notes to consolidated financial statements
                                       4




                TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                 NINE MONTHS ENDED DECEMBER 31, 2002 AND 2001

                                 (UNAUDITED)


                                                       Nine Months Ended
                                                         December 31
                                                        2002       2001
                                                      -------     -------
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                             $ (233,371)  ($110,486)
     Adjustments to reconcile net loss
      to net cash provided by
      (used in) operating activities:
     Depreciation and amortization                    118,517     157,680
Increase (decrease) in cash attributable to
 changes in operating assets and liabilities:
     Accounts receivable                               95,998      16,958
     Inventories                                        1,895      22,705
     Prepaid expenses and other current assets         20,203        (101)
     Other assets                                       2,465      19,005
     Accounts payable and accrued expenses            (20,672)   (172,960)
     Security deposits                                      -           -
                                                      -------    --------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES                                  (14,965)    (67,199)
                                                      -------    --------
NET CASH USED IN INVESTING ACTIVITIES:
    Purchases of property, plant,
      and equipment                                    (8,994)     (9,737)
                                                      -------    --------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Principal payments on long-term debt              (41,691)    (51,571)
                                                      --------    -------

INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                     (65,650)   (128,507)

CASH AND CASH EQUIVALENTS,
 beginning of period                                  231,560     368,910
                                                      -------    --------

CASH AND CASH EQUIVALENTS, end of period             $165,910    $240,403
                                                     ========    ========


         See accompanying notes to consolidated financial statements
                                       5




                 TECHNOLOGY GENERAL CORPORATION AND SUBSIDIARY

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  (UNAUDITED)

COMMITMENTS AND CONTINGENCIES

     On September 1, 1994, the Company received a memorandum from the United
States Justice Department outlining proposed settlement terms relating to
toxic chemical contamination at a site formerly occupied by a subsidiary of
the Company.  In March of 1997, the Company made a counter-proposal to the
U.S.G. seeking reduction in the proposed terms for restoration expenditures
incurred by the Company resulting from zoning changes following the cleanup
phase.

     In July of 1997, the New Jersey Department of Environmental Protection
("D.E.P.") instituted suit against the Company related to toxic chemical
contamination at the site mentioned in the preceding paragraphs. The civil
action is brought pursuant to the Spill Compensation and Control Act ("Spill
Act"), whereby the D.E.P. seeks to recover costs which it has expended and
intends to expend in the future for the cleanup of the hazardous substances.
As of July 6 1997, the D.E.P. had incurred costs in excess of $1,150,000 and
is attempting to recover an amount equal to three times the cleanup costs
incurred, and to be incurred, in accordance with a provision in the Spill
Act.

     The Company has received a consent decree from the United States Justice
Department outlining proposed settlement terms relating to toxic chemical
contamination at the site mentioned in the preceding paragraphs. The
memorandum stipulated that the USG and the DEP would receive $60,000 each,
for a total of $120,000 upon execution of the settlement, $500,000 payable
over five years, and 100% of the proceeds from the sale of the Superfund
site property. In addition, the USG and DEP would receive 60% of the net
rental income derived from the properties subject to claim from the date
of the execution of the settlement until the properties are sold. The
Company has requested a renegotiation of the settlement terms, relative
to the sale of a certain property, as provided in the agreement. In the
event of an unfavorable resolution to this matter, the Company could
experience a material adverse effect on its financial position, results
of operations and cash flows and may have no alternative means by which
to finance such resolution other than to sell certain of its assets.

     At December 31, 2002, the Company has accrued $600,000, $100,000 of
which is included in accrued expenses and other current liabilities, which
management believes will be sufficient to satisfy any liabilities which may
result in connection with the settlement of the above mentioned matters.

     The Company is a defendant in a lawsuit brought by a Canadian Bank for
the recovery of $208,000 US. The Company acted as a conduit in depositing
these funds and subsequently disbursing the $208,000 US to a non-affiliated
corporation. As of the date of this filing, a decision has not been rendered
by the Court.


                                       6




Item 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS

     For the nine-month period ended December 31,  2002, Technology General
Corporation and subsidiary had consolidated revenues of $1,706,960 and net
loss of $233,371.  Technology General Corporation, operating individually as
a holding company managing the various operating segments, does not generate
significant revenue other than allocating management expenses to the
operating entities and leasing space to two tenants.

     Clawson Machine manufactures a full line of ice crushing and ice shaving
equipment for the food service and related industries. The popular Hail Queen
and Princess Chipper ice crushers are specified as "standard equipment" in
many major restaurant chains. The patented In-line crusher that inserts
between a commercial ice cuber and storage bin, maximizes the functionality
of the standard cuber without increasing floor space usage. The In-Line
crusher will crush cubes to one side of a storage bin or bypass cubes to the
other side depending on demand. All three units are NSF (National Sanitary
Foundation) listed, a requirement for food handling equipment in most states.
The In-line crusher is also UL recognized.

     Clawson also manufactures ice shaving equipment for block and cubes
including several models specifically designed for snow cones used in the
amusement industries. These models include shaved ice storage areas, cup and
syrup dispensers.

     Sales are direct to end use customers and through an extensive network
of restaurant equipment distributors. An aggressive advertising, trade show
and internet program has historically proven successful. The continuation of
this program along with new innovative product designs will ensure future
growth.

     Eclipse Systems carries a diversified product line. The paint spray
products are the oldest of the Eclipse lines. In addition to the heavy duty
industrial Gat spray gun, Eclipse carries a complete line of siphon, pressure
and gravity feed guns in both standard and HVLP models.

     Additionally, Eclipse manufactures a full line of portable and fixed
position mixers for all industries. Standard models are available in air or
electric drive with gear reduction models in the larger sizes. With an
extensive parts inventory, Eclipse is able to produce made-to-order mixers at
a cost and turn-around time of the standard models. Specialty alloys,
elastomers and coatings are available to meet any demanding application.
Typical uses are found in the chemical, plating, paint, printing, food and
pharmaceutical industries.

     Eclipse has recently expanded its' capabilities to include the ancillary
equipment associated with the mixing and spraying industries. Current
capabilities include the design and manufacturing of instrumentation and
control systems available in stand alone and integrated designs.

     The Precision Metalform Division provides its products primarily two
domestic companies engaged in the manufacture of writing instruments and/or
cosmetics closures. Precision Metalform's marketing strategies include the
placement of selected ads in technical journals and/or the Thomas Register
and is generally know through information provided by the Writing Instruments
Association.


                                      7




     Precision Metalform is considered one of the major manufacturers of
metal writing instrument components in the United States. Their primary
products consist of caps, barrels and refill tubes which make up the main
components of writing instrument assemblies.  Cosmetic closures are directly
provided to the cosmetic companies that manufacture a variety of products
requiring metal closures.

     Precision Metalform's facilities include special operations, which
create unique designs on both writing instrument components and cosmetic
closures, which generally are made to customer specifications.

     Precision Metalform engages two agents, on a commission selling basis,
who represent the division in specified areas throughout the United States.

    The Eclipse and Clawson Divisions operate in combination with each other,
and total sales for the nine-month period amounted to $423,724 and $316,822
respectively, for a total of $740,546. The comparable sales for the nine-
month period ending December 31, 2001 were $389,161 for Eclipse and $341,773
for Clawson for a total of $730,934. The 2002 nine-month combined sales
increased $9,612 compared to the 2001 nine-month total.

     The current increase in Eclipse sales of $34,563 is due mainly to our
new advertising campaign and an expansion of our product line, which has
introduced our products to new markets. This positive growth trend is
anticipated by management to continue over the foreseeable future.

     The Precision Metalform Division reported sales for the nine-months
ended December 31, 2002 and 2001 of $350,231 and $476,954 respectively.
Management anticipates that sales for the balance of the year are expected
to remain stable in the writing instruments and cosmetic fields. Precision
Metalform, along with the Company's other operating divisions, has taken
positive steps to reduce its general and administration overhead, including
efforts to reduce inventories to conserve cash flow.

     Transbanc International Investors Corporation, a wholly-owned
subsidiary, is a real estate holding company which leases its 115,000 square
foot building to four (4) industrial tenants and three (3) commercial
tenants.

     Total rental revenue for the nine-months ended December 31, 2002
amounted to $457,382 a decrease of $16,130 compared to the nine-months ended
December 31, 2001. Management anticipates a modest increase in revenue from
this facility resulting from modified leases for an extended period of time.

     The Company's Aerosystems Technology Division owns a 24,000 square foot
industrially-zoned building situated on 22 acres located in Franklin, New
Jersey, of which 3.5 acres were the subject of an E.P.A. Superfund cleanup.
This property has been fully restored and is presently occupied by two (2)
tenants. Rental revenue for the nine-month period ended December 31, 2002,
totaled $47,184 compared to $41,393 for the comparable 2001 period, an
increase of $5,791.


                                      8




LIQUIDITY

   As of December 31, 2002, current assets amounted to $638,310 and current
liabilities totaled $545,601, reflecting a working capital of $92,709 and a
current ratio of 1.17 to 1.  There was a negative cash flow of $65,650 for
the current nine-month period due to the results of operations.

RESULTS OF OPERATIONS

     PRODUCT SALES.  Technology General Corporation's manufacturing segment
generated sales of $1,090,777 for the nine-month period ended December 31,
2002.

     RENTAL SALES.  Total consolidated rental billings for the nine-month
period ended December 31,, 2002 amounted to $616,183 an increase of $1,601
over the same period for 2001.

     GROSS MARGIN.  The consolidated gross profit margin for the nine-months
ended December 31, 2002, was 45 percent.

     SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  These expenses as a
percent of net sales were approximately 58 percent for the nine-months ended
December 31, 2002.

     INTEREST.  Total interest expense for the nine-months ended December 31,
2002 amounted to $93,195 of which $90,506 is reflected under "Cost of
Rentals" and the remainder of $2,689 is shown as a separate line item within
"Other Income (Expense)".

     NET INCOME/LOSS.  The net loss for the nine-months ended December 31,
2002 amounted to $233,371 and the net loss for the comparable 2001 nine-month
period was $110,486.


                                      9




SIGNATURES


     Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed onits behalf by the
undersigned thereunto duly authorized.



Date:  February 4, 2003     TECHNOLOGY GENERAL CORPORATION



       BY:./s/ Charles J. Fletcher
          ------------------------
               Charles J. Fletcher
               President, Chief Executive Officer
               Chairman of the Board





       BY:./s/ Helen S. Fletcher
          ----------------------
               Helen S. Fletcher
               Secretary/Treasurer




                                    10