SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended June 30, 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: 000-049635
TECHNOLOGY ACQUISITION CORPORATION
----------------------------------
(Exact name of small business issuer 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 107, Dallas, Texas 75211
(Address of principal executive office) (Postal Code)
(214) 948-2990
(Issuer's telephone number)
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____
The number of outstanding shares of the issuer's common stock, $0.001 par value
(the only class of voting stock), as of August 6, 2002 was 5,771,115.
TABLE OF CONTENTS
PART I
ITEM 1. FINANCIAL STATEMENTS
Unaudited Balance Sheet as of June 30, 2002................................... 3
Unaudited Statement of Operations for the three months ended June 30, 2002
and 2001 and the period from inception to June 30, 2002...................... 4
Unaudited Statement of Cash Flows for the three months ended June 30, 2002
and the period from inception to June 30, 2002............................... 5
Notes to Unaudited Financial Statements...................................... 7
ITEM 2. MANAGEMENT'S PLAN OF OPERATION.......................................10
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................................... 12
SIGNATURES.................................................................. 13
INDEX TO EXHIBITS.............................................................13
PART I
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to Technology Acquisition Corporation,
a Nevada corporation, unless otherwise indicated. In the opinion of management,
the accompanying unaudited financial statements included in this Form 10-QSB
reflect all adjustments (consisting only of normal recurring accruals) necessary
for a fair presentation of the results of operations for the periods presented.
The results of operations for the periods presented are not necessarily
indicative of the results to be expected for the full year.
TECHNOLOGY ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
Interim Unaudited Balance Sheet
June 30, 2002
ASSETS
Current Assets
Cash $ 466
-------------
Total Current Assets 466
Total Assets $ 466
-------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities $ 78,600
Loans from shareholders 23,000
-------------
Total Current Liabilities 101,600
Stockholders' Equity
Preferred Stock: $0.25 Par Value; Authorized Shares, 5,000,000, Issued
and Outstanding, None
Common Stock: $0.01 Par Value; Authorized Shares, 30,000,000; Issued and
Outstanding, 5,771,115 57,711
Additional Paid In Capital 4,235,488
Deficit Accumulated During the Development Stage (4,394,333)
-------------
Total Stockholders' Equity (A Deficit)
(101,134)
-------------
Total Liabilities and Stockholders' Equity $ 466
=============
See condensed notes to financial statements.
3
TECHNOLOGY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Interim Unaudited Statements of Operations
For the Three Months Ended June 30, 2002 and 2001, and for
the period from
Inception (June 21, 1972) to June 30, 2002
Deficit
Accumulated
Three Months Three Months During the
Ended Ended Development
June 30, 2002 June 30, 2001 Stage
Revenues $ $ $
- - -
Operating Expenses
General and administrative expenses (15,087) (2,955) (767,339)
Research and development expenses (5,800) - (5,800)
---------------------------------------------------
Total operating expenses (20,887) (2,955) (773,139)
---------------------------------------------------
Operating Loss (20,887) (2,955) (773,139)
Other Expenses
Realized losses on permanent declines in marketable
equity securities - - (1,574,100)
Interest expense - - (359,826)
---------------------------------------------------
Total Other Expenses - - (1,933,926)
---------------------------------------------------
Net Loss Before Discontinued Operations (20,887) (2,955) (2,707,065)
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 $ (20,887) $ (2,955) $ (4,394,333)
---------------------------------------------------
Basic and diluted loss per share of common stock
Net loss before discontinued operations $ (0.004) - $ (0.47)
Discontinued operations - - (0.29)
---------------------------------------------------
Net loss per common share $ (0.004) - $ (0.76)
---------------------------------------------------
Weighted average number of common shares outstanding 5,771,115 4,106,115 5,771,115
---------------------------------------------------
See condensed notes to financial statements.
4
TECHNOLOGY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Interim Unaudited Statements of Cash Flows
For the Three Months Ended June 30, 2002 and 2001, and for
the period from
Inception (June 21, 1972) to June 30, 2002
Deficit
Three Months Three Months Accumulated
Ended Ended During the
June 30, June 30, Development
2002 2001 Stage
---- ---- -----
Cash flows from operating activities
Net loss $ (20,887) $ (2,955) $ (4,394,333)
Adjustments to reconcile net loss to net cash used in operating
activities
Depreciation - - 434,010
Common stock issued for services - - 257,500
Common stock issued for licensing agreement - - 10,000
Transfer of asset for past services rendered - - 14,595
Notes payable incurred for services rendered - - 220,000
Write down of inventory - - 572,829
Gain on asset exchange - - (713,349)
Realized losses on marketable securities - - 1,574,100
Changes in Assets and Liabilities -
Increase (decrease) in accounts payable (1,553) (5,087) 375,797
Increase (decrease) in accrued liabilities - - 240,966
---------------------------------------------------
Total adjustments (1,553) (5,087) 2,986,448
---------------------------------------------------
Net cash used in operating activities (22,440) (8,042) (1,407,885)
Cash flows from financing activities
Checks issued in excess of cash (94) - -
Proceeds from the sale of common stock - - 187,226
Loans from shareholders 23,000 8,247 84,305
Capital contributions - - 82,412
Proceeds on notes payable - - 1,054,408
---------------------------------------------------
Net cash provided by financing activities 22,906 8,247 1,408,351
---------------------------------------------------
Increase (decrease) in cash and cash equivalents 466 205 0
Cash and cash equivalents, beginning of period 0 25 0
---------------------------------------------------
Cash and cash equivalents, end of period $ 466 $ 230 $ 466
---------------------------------------------------
Cash paid for interest and income taxes: - - -
See condensed notes to financial statements.
5
TECHNOLOGY ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
Interim Unaudited Statements of Cash Flows
For the Three Months Ended June 30, 2002 and 2001, and for
the period from
Inception (June 21, 1972) to June 30, 2002
Deficit
Three Months Three Months Accumulated
Ended Ended During the
June 30, June 30, Development
2002 2001 Stage
---- ---- -----
Supplemental noncash investing and financing activities:
Common stock issued for services rendered $ 66,500 - $ 257,500
====== =======
Common stock issued for licensing agreement $ 10,000 - $ 10,000
====== ======
Gain on exchange of net assets for common stock of Healthbridge,
Inc. - - $ 713,349
=======
Transfer of 330,000 shares of Healthbridge, Inc. to majority
stockholder in full satisfaction of shareholder loans and for
past services rendered $ 14,595 - $ 14,595
====== ======
Realized losses on marketable securities $ 6,600 $ 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
=======
See condensed notes to financial statements.
6
TECHNOLOGY ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO INTERIM FINANCIAL STATEMENTS
JUNE 30, 2002
NOTE 1. STATEMENT OF INFORMATION FURNISHED
The accompanying unaudited interim financial statements have been prepared in
accordance with Form 10-QSB instructions and in the opinion of management
contains all adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the financial position as of June 30, 2002, and the
results of operations and cash flows for the three months ended June 30, 2002
and 2001. These results have been determined on the basis of generally accepted
accounting principles and practices and applied consistently with those used in
the preparation of the Company's 2002 Annual Report on Form 10-KSB, as amended.
Certain information and footnote disclosure normally included in the financial
statements presented in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that the accompanying financial
statements be read in conjunction with the accompanying financial statements and
notes thereto incorporated by reference in the Company's 2002 Annual Report on
Form 10-KSB, as amended.
NOTE 2. GOING CONCERN, FINANCIAL RESULTS AND LIQUIDITY
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.
7
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 June 30, 2003, to be approximately
$1,420,780 as follows:
Product commitment costs........................ $ 1,179,000 83%
Other product costs........................... $ 84,780 6%
Operating Expense .............................. $ 74,000 5%
Marketing and advertising...................... $ 83,000 6%
----------------------
Total.............................................. $ 1,420,780 100%
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. During the three months ended June
30, 2002, the Company received $23,000 from the President and majority
stockholder. 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
8
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. EARNINGS PER SHARE
Basic earnings or loss per share is based on the weighted average number of
shares outstanding during the period of the financial statements. Diluted
earnings or loss per share are based on the weighted average number of common
shares outstanding and dilutive common stock equivalents. All per share and per
share information are adjusted retroactively to reflect stock splits and changes
in par value, when applicable. All earnings or loss per share amounts in the
financial statements are basic earnings or loss per share.
The computation of basic loss per share is as follows for the three months ended
June 30:
2002 2001
- ------------------------------------------------------------------- ------------- -----------------
Numerator-net loss available to common stockholders $ (20,887) $ (2,955)
- ------------------------------------------------------------------- ------------- -----------------
Denominator-weighted average number of common shares outstanding $ (0.004) -
- ------------------------------------------------------------------- ------------- -----------------
Basic and diluted loss per common share 5,771,115 4,106,115
- ------------------------------------------------------------------- ------------- -----------------
9
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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 risks and uncertainties, which could
cause actual results to differ materially from those projected. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date hereof. Technology Acquisition Corporation (TAC)
undertakes no obligation to republish revised forward-looking statements to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events. Readers are also urged to carefully review
and consider the various disclosures made by TAC which attempt to advise
interested parties of the factors which affect the Thor's business, in this
report, as well as the TAC's periodic reports on Forms 10-KSB, 10-QSB and 8-K
filed with the Securities and Exchange Commission.
Plan of Operations
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
10
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.
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 June 30, 2003 to be approximately $1,420,780 as follows:
Product commitment costs........................ $ 1,179,000 83%
Other product costs........................... $ 84,780 6%
Operating Expense .................................. $ 74,000 5%
Marketing and advertising........................ $ 83,000 6%
---------------------
Total.............................................. $ 1,420,780 100%
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. During the three months ended June
30, 2002, the Company received $23,000 from the President and majority
stockholder, which have been classified as loans on the balance sheet as of June
30, 2002. 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.
11
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:$1,506,500; 2004:$4,617,750;
2005:$6,003,075; and 2006:$7,803,998; 2007:$4,532,960).
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
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. See Index to Exhibits.
(b) Reports on Form 8-K. None.
12
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, hereunto duly
authorized, this ____ day of August, 2002.
TECHNOLOGY ACQUISITION CORPORATION
/s/ Wilhelm Liesner
- -------------------
Wilhelm Liesner, President and Director
INDEX TO EXHIBITS
EXHIBIT PAGE
NO. NO. DESCRIPTION
3.1 (a)Articles of incorporation
3.2 (a)Certificates of Amendment to Certificate of Incorporation of Registrant
3.3 (a)Certificates of Amendment to Certificate of Incorporation of Registrant
3.4 (a)Articles of Incorporation of Registrant
3.5 (a)Articles of Merger of Registrant
3.6 (a)Certificate of Amendment to Certificate of Incorporation of Registrant
3.7 (a)Bylaws of Registrant
3.8 (a)Amended Bylaws of Registrant
10.1 (a)License Agreement between Registrant and Wilhelm Liesner
10.2 (a)License Agreement between Wilhelm Liesner and Oxywell GmbH
10.3 (b)Agreement of Amendment between Wilhelm Liesner and Oxywell GmbH
99.1 14 Certification Pursuant to 18 U.S.C. Section 1350.
- --------------------------------------------------------------
(a) Incorporated by reference from the 10-SB filed with the Securities
Exchange Commission on February 20, 2002
(b) Incorporated by reference from the 10-SB/A filed with the Securities
Exchange Commission on July 9, 2002
13
Exhibit 99.1
CERTIFICATION
Pursuant to Section 906 of the Corporate Fraud Accountability Act of
2002 (18 U.S.C. Section 1350, as adopted), Wilhelm Liesner, Chief Executive
Officer and Chief Financial Officer of Technology Acquisition Corporation (the
"Company"), hereby certifies that, to the best of their knowledge:
The Company's Quarterly Report on Form 10-QSB for the period ended June
30, 2002, and to which this Certification is attached as Exhibit 99.1 (the
"Periodic Report"), fully complies with the requirements of section 13(a) or
section 15(d) of the Securities Exchange Act of 1934, as amended, and the
information contained in the Periodic Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
IN WITNESS WHEREOF, the undersigned have set their hands hereto as of
this ___ day of August 2002.
/s/ Wilhelm Liesner
---------------------
Wilhelm Liesner
CHIEF EXECUTIVE OFFICER AND
CHIEF FINANCIAL OFFICER
14