UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14C

Definitive Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934

Check the appropriate box:

[X] Preliminary information statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14c-6(d)(2))
[ ] Definitive information statement

Company Name: TECHNOLOGY CONNECTIONS, INC.

Payment of filing fee (check the appropriate box):

[ ] No fee required

[X] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11

(1) Title of each class of securities to which transaction applies: Common
Stock, $.001 par value ("Common Stock") and Class A Voting Convertible
Preferred Stock, $.001 par value ("Class A Convertible Preferred"),
convertible into 10 shares of Common Stock.

(2) Aggregate number of securities to which transaction applies: 27,288,732
shares of Common Stock and 1,000,000 shares of Class A Convertible
Preferred, representing a total of 37,288,732 shares of Common Stock
equivalents issued in the Merger.

(3) Per unit price/underlying value pursuant to Exchange Act Rule 0-11: $.39
per share average of the closing bid and asked price on April 20, 2004.

(4) Proposed maximum aggregate value of transaction: $14,542,605

(5) Total fee paid: $2,908.52

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number or the form or schedule and the date of its filing.

(1) Amount previously paid: -0-
(2) Form, schedule or registration statement no.: Schedule 14C
(3) Filing party: Technology Connections, Inc.
(4) Date filed: April 21, 2004

By Order of the Board of Directors

Kevin Kyzer
Chairman

Charlotte, North Carolina

May 1, 2004

MANAGEMENT HOPES THAT STOCKHOLDERS WILL ATTEND THE MEETING. YOUR COOPERATION
WILL BE APPRECIATED. STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR STOCK
PERSONALLY, OTHERWISE YOUR VOTE WILL NOT BE COUNTED.

TECHNOLOGY CONNECTIONS, INC.

May 1, 2004

To the Shareholders of
Technology Connections, Inc.

Dear Fellow Shareholders:

Attached please find a notice of special meeting of the shareholders of
Technology Connections, Inc. (hereinafter "TLGY" or the "Company"), that will be
held at the Company's headquarters, 301C Verbena Street, Charlotte, North
Carolina 28217, on May 21, 2004, at 10:00 a.m. Eastern Standard Time. The
purpose of this meeting is to consider, discuss, vote and act upon the
following:

(i) Amending the Company's Articles of Incorporation in order to change
its name from Technology Connections, Inc. to "HouseRaising, Inc."

(ii) Approving an Agreement and Plan of Merger, dated February 19, 2004
(the "Merger Agreement"), pursuant to which HouseRaising, Inc., a
Delaware corporation ("HouseRaising"), will merge with and into (the
"Merger") the Company, a North Carolina corporation, with the Company
being the surviving corporation in the Merger, and 27,288,732 shares
of Common Stock of the Company and 1,000,000 shares of Class A Voting
Convertible Preferred Stock of the Company will be issued in exchange
for all of issued and outstanding shares of HouseRaising.

(iii)Electing a new Board of Directors.

Certain officers, directors, affiliates and five percent holders of the Company
who own in excess of 50.00% of the outstanding voting shares of the Company have
advised the Company that they intend to vote in favor of each item set forth
above. Consequently, the proposals will be approved at the special meeting of
stockholders.

Since shareholders of the Company are entitled to Dissenter's Rights as a result
of the Merger, the Company hereby offers its shareholders the rights provided
for in Article 55-13-01 through 55-13-31 of the North Carolina Business
Corporation Act (the "NCBCA"), as amended. If a Company shareholder elects to
exercise their Dissenter's Rights in accordance with Article 55-13-02, said
shareholder of the Company will be paid the fair value thereof as determined by
the Board of Directors. The Board of Directors has determined the fair value of
each share of Common Stock to be $0.05. The determination of the per share fair
value was computed based on a number of considerations including the following:

(i) the Company has had minimal operations for approximately two years;

(ii) The Company has had negative book value of $(234,692), assets of only
$35,136 and debt of $269,828 for the year ended December 31, 2003;

(iii)the bid price for most of 2002 and 2003 prior to the announcement of
this potential Merger was between $0.01 and $0.25 per share.

(iv) other public shell companies which have no debt have in effect been
sold in the marketplace for cash consideration of $250,000 to
$400,000, which would result in a fully diluted per share value after
repayment of debt of approximately $0.00 to $0.06 per share.

In the event a shareholder elects to exercise Dissenter's Rights, such
shareholder must comply with the applicable procedures set forth in Articles
55-13-01 through 55-13-31 of the NCBCA in order to receive payment of the fair
value of any Common Shares. In compliance with Article 55-13-20 of the NCBCA, a
copy of Article 13 of the NCBCA is set forth at Item 3 of the accompanying
Information Statement filed on Schedule 14C (the "Information Statement"), dated
May 1, 2004.

The Company is also including herewith a copy of its Annual Report on Form
10-KSB, filed as an exhibit to the Information Statement. If there are any
questions or further information is required with respect to the meeting and the
transactions contemplated thereby, please contact me at 704-400-9042 or Harold
H. Martin, Esq., Law Offices of Harold H. Martin, P.A., 17111 Kenton Drive,
Suite 204B, Cornelius, North Carolina 28031, Tel: (704) 894-9760.

Warmest Regards,

/s/ Kevin Kyzer
-----------------
Kevin Kyzer
Chairman

DATED: May 1, 2004

TECHNOLOGY CONNECTIONS, INC.
301C Verbena Street
Charlotte, NC 28217
- --------------------------------------------------------------------------------

NOTICE OF SPECIAL MEETING

Dated as of May 1, 2004
- --------------------------------------------------------------------------------

TECHNOLOGY CONNECTIONS, INC.

- --------------------------------------------------------------------------------

To the Stockholders of Technology Connections, Inc.:

Pursuant to the provisions of the North Carolina Business Corporation Act, the
Undersigned, being the Secretary of Technology Connections, Inc., provides that:

- --------------------------------------------------------------------------------

Notice is hereby given that a special meeting (the "Meeting") of the
stockholders of Technology Connections, Inc. (hereinafter referred to as "TLGY"
or the "Company"), a North Carolina corporation, will be held at the Company
headquarters, 301C Verbena Street, Charlotte, North Carolina 28217, on May 21,
2004, at 10:00 a.m., Eastern Standard Time.

- --------------------------------------------------------------------------------

The purpose of this meeting is to consider, discuss, vote and act upon the
following:

(i) Amending the Company's Articles of Incorporation to change its name
from "Technology Connections, Inc." to "HouseRaising, Inc."

(ii) Approving an Agreement and Plan of Merger, dated February 19, 2004
(the "Merger Agreement"), pursuant to which HouseRaising, Inc., a
Delaware corporation ("HouseRaising"), will merge with and into (the
"Merger") the Company, a North Carolina corporation, with the Company
being the surviving corporation in the Merger, and 27,288,732 shares
of Common Stock of the Company and 1,000,000 shares of Class A Voting
Preferred Stock of the Company will be issued in exchange for all of
issued and outstanding shares of HouseRaising.

(iii)Electing a new Board of Directors.

The Board of Directors has determined the fair value of each share of Common
Stock to be $0.05. The determination of the per share fair value was computed
based on a number of considerations including the following: (i) the Company has
had minimal operations for approximately two years; (ii) the Company has had
negative book value of $(234,692), assets of only $35,136 and debt of $269,828
for the year ended December 31, 2003; (iii) the bid price for most of 2002 and
2003 prior to the announcement of this potential Merger was between $.01 and
$0.25 per share; (iv) other similar public shell companies with no debt have in
effect been sold in the marketplace for cash consideration of $250,000 to
$400,000, which would result in a fully diluted per share value after the
repayment of debt of approximately $0.00 to $.06 per share.

In the event a shareholder elects to exercise Dissenter's Rights, such
shareholder must comply with the applicable procedures set forth in Articles
55-13-01 through 55-13-31 of the NCBCA in order to receive payment of the fair
value of any Common Shares. In compliance with Article 55-13-20 of the NCBCA, a
summary of Article 13 of the NCBCA is set forth at Item 3 of the accompanying
Information Statement and a copy of the entire text of Article 13 is attached as
an exhibit to such Information Statement.

In order to obtain the fair value payment for Company shares, a shareholder must
mail or deliver their intention no later than June 30, 2004, to the following
address:

The Board of Directors
Technology Connections, Inc.
301C Verbena Street
Charlotte, North Carolina 28217

The Board of Directors of the Company believes that the Merger will be in the
best interests of the Company shareholders. However, shareholders are entitled
to assert the above stated Dissenter's Rights (fair value of $0.05 per share) no
later than June 30, 2004, as a result of this transaction as explained in
Article 55-13-22 of the NCBCA. We are not asking you for a proxy in conjunction
with the Meeting, but you are urged to attend the Meeting to vote your shares in
person.

Upon approval of the three proposals, the Company and HouseRaising will
immediately file appropriate Articles of Merger in accordance with North
Carolina law to effect the Merger and file articles of amendment to the Articles
of Incorporation of the Company to effect a change in its name. The Merger will
become effective upon the completion of the filing of the Articles of Merger.
At the completion of the proposed Merger, each Company shareholder will maintain
their current shares of Company common stock. The HouseRaising shareholders
will receive 27,288,732 shares of Company common stock and 1,000,000 shares of
Class A Voting Convertible Preferred Stock in exchange for all of their shares
of common stock. In addition, the new members of the Board of Directors of the
Company will be elected upon approval of that proposal. The Board of Directors
of the Company believes that the three proposals are in the best interests of
the Company shareholders and recommends their adoption.

The Company is also including herewith a copy of its Annual Report on Form
10-KSB, filed as an exhibit to the Information Statement.

If there are any questions or further information is required with respect to
the two proposals, please contact Kevin Kyzer at 301C Verbena Street, Charlotte,
North Carolina 28217, Tel: (704) 400-9042.

By order of the Board of Directors

/s/ Stacey Kyzer
------------------
Stacey Kyzer
Secretary

DATED: May 1, 2004

----------------------------------

INFORMATION STATEMENT
ON
SCHEDULE 14C

SPECIAL MEETING OF STOCKHOLDERS
To be held May 21, 2004

----------------------------------

TECHNOLOGY CONNECTIONS, INC.
301C VERBENA STREET
CHARLOTTE, NORTH CAROLINA 28217

May 1, 2004

GENERAL INFORMATION

This Information Statement is furnished in connection with a Special Meeting of
Stockholders called by the Board of Directors (the "Board") of Technology
Connections, Inc. (the "Company"), to be held at 301C Verbena Street, Charlotte,
North Carolina 28217 at 10:00 local time on May 21, 2004, and at any and all
postponements, continuations or adjournments thereof (collectively, the
"Meeting"). This Information Statement and the accompanying Notice of Special
Meeting will be first mailed or given to the Company's stockholders on or about
May 1, 2004.

All shares of the Company's common stock, $.001 par value, represented in person
will be eligible to be voted at the Meeting.

WE ARE NOT ASKING FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY.

ITEM 1. DATE, TIME AND PLACE INFORMATION

The enclosed information statement is provided by the Board of Directors of the
Company for use at the Special Meeting of Stockholders to be held at the
Company's headquarters at 301C Verbena Street, Charlotte, North Carolina 28217
at 10:00 a.m. on May 21, 2004, and at any and all postponements, continuations,
or adjournments thereof.

Stockholders of record at the close of business on April 30, 2004 (the
"Record Date") will be entitled to vote at the meeting or any adjournment or
continuation thereof. On that date the Company had outstanding 2,352,893 shares
of Common Stock entitled to one (1) vote per share. The affirmative vote of the
holders of a majority of the Company's Common Stock is required to approve each
of the three proposals.

The presence of the holders of a majority of the issued and outstanding shares
of common stock voting as a single class, entitled to vote at the meeting is
necessary to constitute a quorum for the transaction of business at the meeting.

BACKGROUND INFORMATION

A Plan and Agreement of Merger (the "Merger Agreement") was executed on February
19, 2004, by and among the Company, HouseRaising, and the HouseRaising
Stockholders, who joined in the execution of the Agreement for the purpose of
making certain covenants regarding the transaction contemplated therein. The
Company is a corporation duly organized and validly existing under the laws of
the state of North Carolina, with its principal executive office at 301C Verbena
Street, Charlotte, North Carolina 28217 and its phone number is (704) 400-9042.
HouseRaising is a corporation duly organized and validly existing under the laws
of the state of Delaware, with its principal executive office at 4801 East
Independence Blvd., Ste 201, Charlotte, North Carolina 28212. Kevin Kyzer is
the Chairman and President of the Company. Robert V. McLemore is the Chairman
and President of HouseRaising.

The respective boards of directors of the Company and HouseRaising deem it
desirable and in the best interests of their respective corporations, for
HouseRaising to merge with and into the Company in exchange for the issuance of
shares of common stock and class A voting convertible preferred stock of the
Company in exchange for the outstanding capital stock of HouseRaising and have
proposed, declared advisable and approved such merger pursuant to the Merger
Agreement, which agreement has been duly approved by resolutions of the
respective boards of directors of the Company and HouseRaising, and action by
majority written consent of the shareholders of HouseRaising. The Board of
Directors of the Company ordered that a shareholders' meeting be called by the
Company for the purposes of approving the Merger prior to closing.

PROPOSAL ONE
AMENDMENT TO ARTICLES OF INCORPORATION

The Board of Directors has unanimously approved, and recommends for shareholder
approval, the amendment of the Company's Articles of Incorporation in order to
change the Company's name to "HouseRaising, Inc."

PROPOSAL TWO
APPROVAL OF PLAN AND AGREEMENT OF MERGER

The Board of Directors has unanimously approved, and recommends for shareholder
approval, the Merger, whereby HouseRaising will be merged with and into the
Company.

PROPOSAL THREE
ELECTING A NEW BOARD OF DIRECTORS

The Board of Directors unanimously approved, and recommends for shareholder
approval, the election of a new Board of Directors of the Company.

The following table sets forth the ages of and positions and offices presently
held by each nominee director of the Company. For information about ownership
of the Company's Voting Securities by each nominee director, see "BENEFICIAL
OWNERSHIP OF VOTING SECURITIES."

Date First
Became Offices Held
Name* Age Director With the Company
- ----------------------- ---- ----------- ---------------------

Robert V. McLemore 61 N/A None

Robert M. Burroughs 67 N/A None

Linda W. McLemore 62 N/A None

Elizabeth A. McLemore 30 N/A None

Kristy M. Carriker 42 N/A None

Thomas E. Schubert 63 N/A None

James O'Connor 70 N/A None

Kevin Kyzer 32 2001 President & CEO
- ---------------------------------------------------
* Nominees for election at this meeting.
Please see personal biographies at Item. 7

ITEM 2. REVOCABILITY OF PROXY

Not applicable.

ITEM 3. DISSENTERS' RIGHT OF APPRAISAL

Since the Company is a party to a merger, its shareholders have the right to
dissent and receive payment for their shares. As a result, the Company hereby
offers its shareholders Dissenter's Rights as provided for in Section 55-13-01
through 55-13-31 of the NCBCA. If a Company shareholder elects to exercise their
Dissenter's Rights in accordance with Section 55-13-02, said shareholder of the
Company will be paid the fair value thereof as determined by the Board of
Directors.

(i) the Company has had minimal operations for approximately two years;

(iv) the Company has had negative book value of $(234,692), assets of only
$35,136 and debt of $269,828 for the year ended December 31, 2003;

(ii) the bid price for most of 2002 and 2003 prior to the announcement of
this potential transaction was between $0.01 and $0.25 per share;

(v) other similar public shell companies with no debt have in effect been
sold in the marketplace for cash consideration of $250,000 to
$400,000, which would result in a fully diluted per share value after
the repayment of debt of approximately $0.00 to $0.06 per share.

The Board of Directors of the Company believe that the Merger will be in the
best interest of Company shareholders. However, shareholders are entitled to
assert their Dissenter's Rights (fair market value of $.05 per share) no later
than June 30, 2004, as a result of this transaction as explained in Article
55-13-22 of the NCBCA.

In order to obtain the fair market value payment for Company shares, a
shareholder must mail or deliver their intention to the following address:

The Board of Directors
Technology Connections, Inc.
301C Verbena Street
Charlotte, North Carolina 28217

Pursuant to Article 55-13-02 of the NCBCA, each shareholder has the right and is
entitled to dissent from the consummation of the Merger and receive payment of
the fair value of the Common Shares owned by any such shareholder ("Dissenters'
Rights"). In the event a shareholder elects to exercise Dissenters' Rights, such
shareholder must comply with the applicable procedures set forth in Articles
55-13-21 through 55-13-31 of the NCBCA, as summarized below, in order to receive
payment of the fair value of any Common Shares. In compliance with Section
55-13-20 of the NCBCA, a summary of Article 13 of the NCBCA is set forth below
and a copy of Article 13 of the NCBCA in its entirety is attached as an exhibit
to this Information Statement.

Summary of Article 13 of the NCBCA

THE FOLLOWING IS ONLY A SUMMARY OF THE PROCEDURES FOR
DISSENTING SHAREHOLDERS PRESCRIBED BY SECTIONS 55-13-01
THROUGH 55-13-31 OF THE NCBCA AND IS QUALIFIED IN ITS ENTIRETY BY THE FULL
TEXT OF ARTICLE 13 OF THE NCBCA ATTACHED HERETO AS AN EXHIBIT.

Section 55-13-02 of the NCBCA provides that each record or beneficial
shareholder of the Company is entitled to dissent from the Merger and demand
payment of the fair value of the shares of Common Stock owned by such
shareholder. In accordance with Section 55-13-21 of the NCBCA, in order for a
shareholder to exercise Dissenters' Rights, such shareholder must, prior to the
taking of the vote of the shareholders on the Merger, deliver to the Company
written notice of such shareholder's intent to demand payment for shares in the
event the Merger is approved and shall not vote such shareholder's shares in
favor of the Merger.

In accordance with Section 55-13-22 of the NCBCA, within ten days after the
Merger is effected, the Company must deliver a written dissenter's notice
("Dissenter's Notice") to all shareholders who satisfy the requirements of
Section 55-13-21 of the NCBCA. The Dissenter's Notice must state that the Merger
was authorized and the effective date of the Merger, set forth the address at
which the Company will receive payment demands and where stock certificates
shall be deposited, supply a form for demanding payment, and set the date by
which the Company must receive the payment demand, which date shall not be less
than 30 days nor more than 60 days after the date the Dissenter's Notice was
mailed. Furthermore, the Dissenter's Notice must be accompanied by a copy of
Article 13 of the NCBCA.

Pursuant to Section 55-13-23 of the NCBCA, a shareholder receiving the
Dissenter's Notice must demand payment in writing and deposit such shareholder's
stock certificates in accordance with the terms of the Dissenter's Notice. A
shareholder who does not comply with the foregoing requirements is not entitled
to the fair value of such shareholder's shares under Section 55-13-23 of the
NCBCA.

Upon the later of the effective date of the Merger, or within 30 days after
receipt of a demand for payment by a dissenting shareholder, the Company must
pay each dissenting shareholder who complies with Section 55-13-23 the amount
the Company estimates to be the fair value of such shares, plus accrued interest
to the date of payment in accordance with Section 55-13-25 of the NCBCA. The
payment must be accompanied by (i) the Company's balance sheet as of the fiscal
year ending not more than sixteen months before the date of payment, an income
statement for that year, a statement of cash flows for that year, and the latest
available interim financial statements, if any; (ii) an explanation of how the
Company estimated the fair value of the shares; (iii) an explanation by the
Company of how the interest was calculated; (iv) a statement of the dissenting
shareholder's right to demand payment under Section 55-13-28 of the NCBCA; and
(v) a copy of Article 13 of the NCBCA.

In the event a dissenting shareholder is dissatisfied with the Company's payment
or offer of payment, such dissenting shareholder, pursuant to Section 55-13-28
of the NCBCA, may notify the Company in writing of such shareholder's own
estimate of the fair value of such shares and the amount of interest due,
within 30 days after the Company made payment for his shares or failure to
perform, and demand payment of such shareholder's estimate, less any payment
already made by the Company under Section 55-13-28, or reject the Company's
payment under Section 55-13-25 and demand payment for the fair value of the
shares and interest due. A dissatisfied dissenting shareholder may effect the
foregoing if: (i) the dissenting shareholder believes that the amount paid or
offered is less than the fair value of the shares or that the interest due is
incorrectly calculated; (ii) the Company has failed to make payment under
Section 55-13-25; or (iii) the Company does not return the deposited stock
certificates or release the transfer restrictions imposed on uncertificated
shares within 60 days after the date set for demanding payment as specified by
Section 55-13-28 of the NCBCA. In the event a demand for payment under Section
55-13-28 remains unsettled, the dissenter may commence a court proceeding to
determine the fair value of the shares and accrued interest within 60 days after
the earlier of (i) the date payment is made under Section 55-13-25, or (ii) the
date of the dissenter's payment demand under Section 55-13-28.

ITEM 4. PERSONS MAKING THE SOLICITATION

This Information Statement is distributed by the Board of Directors (the "Board
of Directors") of the Company. The cost of distribution will be borne by the
Company. In addition to the distribution by mail, officers and employees of the
Company may distribute in person. The Company may reimburse brokers or persons
holding stock in their names, or in the names of their nominees, for their
expenses in sending the information statement to the beneficial owners.

ITEM 5. INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Not Applicable

ITEM 6. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

BENEFICIAL OWNERSHIP OF VOTING SECURITIES

The following table sets forth certain information regarding beneficial
ownership of Common Stock as of March 31, 2004 by (i) each person known by the
Company to own beneficially more than 5% of the outstanding Common Stock, (ii)
each director, and (iii) all executive officers and directors as a group. Each
person has sole voting and sole investment or dispositive power with respect to
the shares shown except as noted.

COMMON STOCK
- --------------------------------------------------------------------------------
Name and address #of %of Nature of Beneficial
Shares Class Ownership
- --------------------------------------------------------------------------------

Kevin Kyzer (1) 426,350 18.1% Direct
10812 Kenderly Court
Charlotte, NC 28277

Stacey Kyzer (2) 392,000 16.7% Direct
10812 Kenderly Court
Charlotte, NC 28277

Shari Limud (3) 200,000 8.5% Direct
13 Eahal Ct., Unit 101
Monroe, New York 10950

Robert C. Cottone 150,000 6.4% Direct
555 S. Powerline Rd.
Pompano Beach, FL 33069

Michael J. Bongiovanni 230,000 9.8% Direct
17111 Kenton Drive, Ste. 204B
Cornelius, NC 28031

RRInvHoldings, Inc. 140,000 5.9% Direct
3224 N.E. 167th Street
N. Miami Beach, BL 33160

All Executive Officers
and Directors as a
Group (2 persons) 818,350 34.8% Direct

Total Shares
Outstanding 2,352,893 100.0%

(1) Mr. Kyzer owns, as community property, one half of the shares of stock set
forth beside the name of his wife, Ms. Kyzer, and may be deemed the
beneficial owner of such shares.

(2) Ms. Kyzer owns, as community property, one half of the shares of stock set
forth beside the name of her husband, Mr. Kyzer, and may be deemed the
beneficial owner of such shares.

(3) Represents warrants to purchase shares of common stock at $.40 per share.

Management of the Company has advised that they may acquire additional shares of
Company Common Stock from time to time in the open market at prices prevailing
at the time of such purchases.

BENEFICIAL OWNERSHIP OF HOUSERAISING SECURITIES

The following table sets forth certain information regarding beneficial
ownership of HouseRaising Common Stock as of March 31, 2004 by (i) each person
known by HouseRaising to own beneficially more than 5% of the outstanding Common
Stock, (ii) each director, and (iii) all executive officers and directors as a
group. Each person has sole voting and sole investment or dispositive power.

COMMON STOCK
--------------------------------------
Name and address # of %of
of beneficial owner shares Class Options
- --------------------------------------------------------------------------------

Robert V. McLemore 10,000,000 (1) 100.0% (1) -
C/O HouseRaising, Inc.
4801 East Independence Blvd., Ste 201
Charlotte, NC 28212

Kristy M. Carriker 1,549,327 5.7% -
C/O HouseRaising, Inc.
4801 East Independence Blvd., Ste 201
Charlotte, NC 28212

Elizabeth A. McLemore 1,549,327 5.7% -
C/O HouseRaising, Inc.
4801 East Independence Blvd., Ste 201
Charlotte, NC 28212

Linda W. McLemore 6,197,306 22.7% -
C/O HouseRaising, Inc.
4801 East Independence Blvd., Ste 201
Charlotte, NC 28212

McLemore Family Trust 6,704,040 24.6% -
C/O HouseRaising, Inc.
4801 East Independence Blvd., Ste 201
Charlotte, NC 28212

All Executive Officers and
Directors As A Group (5 persons) 19,295,960 70.7% -

Total Shares Outstanding 27,288,732 100.0%

- -----------------------------
(1) Represents 10,000,000 shares of Class B Common Stock, which has a par value
of $.001 per share and has five (5) votes on all matters considered by
shareholders. All the remaining shares of common stock of the corporation
listed in the table are designated as Class A Common Stock, which has a par
value of $.001 and has one (1) vote on all matters considered by
shareholders. Mr. McLemore's shares represent 36.6% of the total Class A
Common and Class B Common shares outstanding.

PRICE RANGE OF COMMON STOCK

During the 2002 through 2003 period, the Company's common stock traded on the
Over-the-Counter Bulletin Board. The range of high and low bid quotations for
the Common Stock for the two most recently completed fiscal years and the
current fiscal year are provided below. The volume of trading in the Company's
Common Stock has been limited and the bid prices as reported may not be
indicative of the value of the Common Stock or of the existence of an active
trading market. These over-the-counter market quotations were provided by the
Over-the-Counter Bulletin Board and may not necessarily represent actual
transactions; they reflect inter-dealer prices without retail markup, markdown
or commissions.

High Bid Low Bid
--------- --------

2002 Fiscal Year
- ------------------
First Quarter (1) $ NA $ NA
Second Quarter(1) $ NA $ NA
Third Quarter (1) $ NA $ NA
Fourth Quarter(2) $ 5.00 $ 4.00

High Bid Low Bid
--------- --------

2003 Fiscal Year
- ------------------

First Quarter (2) $ 0.42 $ 0.30
Second Quarter(2) $ 0.66 $ 0.24
Third Quarter (2) $ 0.64 $ 0.16
Fourth Quarter(2) $ 0.80 $ 0.40

High Bid Low Bid
--------- --------

2004 Fiscal Year
- ------------------

First Quarter (2) $ 0.65 $ 0.15

- ---------------------
(1) Trading on the OTC Bulletin Board was first reported on 12/09/02.
(2) Adjusted to reflect a 1:20 reverse stock split for holders of record as of
12/31/03.

On April 14, 2004, the reported closing price for the Company's Common Stock was
$0.41. The number of record holders of the Company's Common Stock on December
31, 2003 was 46.

The Company has never paid dividends with respect to the Common Stock and
currently does not have any plans to pay cash dividends in the future. There
are no contractual restrictions on the Company's present or future ability to
pay dividends. Future dividend policy is subject to the discretion of the Board
of Directors and is dependent upon a number of factors, including future
earnings, capital requirements and the financial condition of the Company. The
North Carolina Business Corporation Act provides that a corporation may not pay
dividends if the payment would render the corporation unable to pay its debts as
they become due in the usual course of business or the corporation's total
assets would be less than the sum of its total liabilities plus amounts
constituting a liquidation preference to other security holders.

ITEM 7. DIRECTORS AND EXECUTIVE OFFICERS

In 2002 and 2003, the Board of Directors met informally on a number of
occasions, voting on corporate actions by written consent.

THE DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

The directors and executive officers of the Company, their ages and positions
held in the Company are as follows:

Name Age Position with the Company Since
- ----------------------------------------------------------------------------

Stacey Kyzer 31 Secretary and Director 2001

Kevin Kyzer 32 President, Chief Executive 2001
Officer, Chief Financial
Officer, Chairman and Director

The above directors will hold office until the Special Meeting of Shareholders,
which is noticed hereby. Thereafter, only Mr. Kyzer will continue to hold
office as a Director. His term will begin upon election and will end at the
next annual meeting.

The officers of the Company are elected by the Board of Directors at the first
meeting after each annual meeting of the Company's shareholders, and hold office
until their successors are elected and shall have qualified, or until
resignation or removal from office.

Summary of Experience and Responsibilities
- ----------------------------------------------

Kevin G. Kyzer - Mr. Kyzer has been the President and a Director of
Technology Connections, Inc. since its incorporation on May 23, 2001. Mr.
Kyzer's experience as a technical officer working in technical fields over the
last five years consists of the following:

Mr. Kyzer was employed by Lifestyle Technologies as Chief Technical Officer
from February 2000 until February 2001. As Chief Technical Officer, he
maintained and implemented communications systems, including computer and
Telecommunications for all office locations. He advised the Board of Lifestyle
Technologies on all technology aspects of the business. The average staff size
that Mr. Kyzer supervised was three persons.

Mr. Kyzer was employed by Pilot Home Technologies as Chief Technical
Officer from March 1999 until February 2000. As Chief Technical Officer, he
designed and implemented company telecom and data network, advised other members
of management on planning and business strategy, created job cost budgets and
supervised budget performance and performed research and development for new
products and services.

Mr. Kyzer owned and operated a computer consultant corporation from April
1997 until March 1999. During this time he advised businesses on network
solutions, implemented telecom and data networks for small businesses and sold
small business computer hardware products on a retail level.

Stacey Kyzer - Ms. Kyzer is married to Kevin Kyzer, our President, and has
served the Company as a Vice President, Secretary and Director since the
Company's incorporation on May 23, 2001.

Compliance with Section 16(a) of the Securities Exchange Act of 1934
- ------------------------------------------------------------------------------

Section 16(a) of the Exchange Act, requires the Company's officers,
directors and persons who beneficially own more than ten percent of the
Common Stock to file reports of securities ownership and changes in such
ownership with the Securities and Exchange Commission. Officers, directors and
greater than ten percent beneficial owners also are required by rules
promulgated by the Securities and Exchange Commission to furnish the Company
with copies of all Section 16(a) forms they file.

Based solely upon review of the copies of such forms furnished to the
Company, or written representations that no Form 5 filings were required, the
Company believes that during 2003 all Section 16(a) filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with, other than compliance by Kevin Kyzer, who failed to
file a Form 4 in connection with sales of common stock of the Company on October
1, 2003, December 5, 2003 and January 6, 2004. Mr. Kyzer intends to file these
late Form 4s as soon as practicable.

Committees of the Board
- --------------------------

The Board of Directors delegates certain of its authority to a Compensation
Committee and an Audit Committee. There are currently vacancies on both of
these committees. The Board expects to fill such vacancies after it has filled
the vacancies on the Board of Directors.

The primary function of the Compensation Committee will be to review and make
recommendations to the Board with respect to the compensation, including bonuses
of the Company's officers and to administer the Company's Incentive Stock Option
Plan.

The function of the Audit Committee is to review and approve the scope of audit
procedures employed by the Company's independent auditors, to review and approve
the audit reports rendered by both the Company's independent auditors and to
approve the audit fee charged by the independent auditors. The Audit Committee
will report to the Board of Directors with respect to such matters and
recommends the selection of independent auditors.

Board and Committee Attendance
- ---------------------------------

In 2002 and 2003, the Board of Directors met informally on a number of
occasions, voting on corporate actions by written consent. At the Meeting, the
successors to the current Board of Directors will be elected for a term of
office, such term to commence on the effective date of the Merger. The nominee
directors who are chosen to fill vacancies on the Board shall hold office until
the next election for which those nominee directors are chosen, and until their
successors are duly elected by the shareholders.

THE NOMINEE DIRECTORS

The following table sets forth the ages of and positions and offices
presently held by each nominee director of the Company. For information about
ownership of the Company's securities by each nominee director, see "BENEFICIAL
OWNERSHIP OF VOTING SECURITIES."

Date First
Became Positions and Offices
Name Age Director With the Company
- --------------------------------------------------------------------------------

Robert V. McLemore* 61 N/A None
Charlotte, NC

Kristy M. Carriker* 42 N/A None
Indian Trail, NC

Robert M. Burroughs* 67 N/A None
Charlotte, NC

Elizabeth A. McLemore* 30 N/A None
Shelbyville, KY

James O'Connor* 70 N/A None
Palm Springs, CA

Thomas E. Schubert* 63 N/A None
Warren, OH

Linda W. McLemore* 62 N/A None
Charlotte, NC

Kevin Kyzer* 32 2001 Director, President
Charlotte, NC and CEO since 2001
- --------------------------------------------------------------------------------
* Nominees for election at this meeting.

Personal Biographies and Summary of Experience
- ---------------------------------------------------

Robert V. McLemore
Founder, Director and Chief Executive Officer of HouseRaising, Inc.

Mr. McLemore, HouseRaising's Founder, has been President and Chief Executive
Officer of HouseRaising since June of 1999. Mr. McLemore brings nearly 40 years
of experience managing regional custom homebuilding operations to HouseRaising
and its affiliated companies. For many years, Mr. McLemore served as director
for two Charlotte banks, trustee for the areas leading private school and was a
national director for the American Morgan Horse Association. The experiences
gained from four decades of selling, designing and building some 2,000 custom
homes are now being developed into a computerized management system that has
become the HouseRaising Franchise. Mr. McLemore is currently developing the
HouseRaising Franchise into a patented business methodology and national support
operation capable of managing design/build and renovation projects in multiple
regions around the country. In addition to system development, Mr. McLemore will
monitor HouseRaising's activities as it expands its Regional Franchising
activities.

Kristy M. Carriker
Director, Co-Founder and Senior Vice President, HouseRaising, Inc.

Ms. Carriker is a Co-Founder of HouseRaising and has served since 1999. She is
responsible for all of HouseRaising's Builder Service and Support activities
that include project cost budgeting, new home customer financing, accounting and
administrative services. Prior to participating in the founding of HouseRaising,
for 20 years Ms. Carriker was Vice President of Administration for a large
custom homebuilding company in Charlotte.

Honorable Robert M. Burroughs
Director and VP Public Relations, HouseRaising, Inc.

"Judge" Burroughs has been a Vice President since HouseRaising was organized in
1999. Judge Burroughs directs HouseRaising's public relations efforts throughout
the Carolinas and promotes HouseRaising as a quality product. He also assists
HouseRaising by consulting on various legal matters pertaining to contracts
HouseRaising enters with its Franchisees. Prior to joining HouseRaising, Judge
Burroughs was for many years a Senior Judge for the North Carolina Superior
Court.

Elizabeth A. McLemore
Director and VP of Human Resources, HouseRaising, Inc.

"Libby" has been a Director in HouseRaising since its inception in 1999. A
graduate of Queens College in Charlotte, Libby received a bachelor's degree in
Psychology. Her background and personal skills support her desire to assist
officers and employees to enjoy success through proper roles within the
HouseRaising organization. With a commitment to why before how, Libby focuses
her energies and attention to updating HouseRaising's operating and procedure
manuals that have been developed from the Founder's four decades of experiences.
As an investor in HouseRaising, her financial contribution played a major role
in early development. Libby's personal commitment to HouseRaising and attention
to detail supports the organization's creed that things are done at HouseRaising
"For All the Right Reasons".

James O'Connor
Director

Mr. O'Connor is a Private Investor residing in Palm Springs, CA who joined
HouseRaising's Board of Directors at its inception in 1999. He brings decades of
corporate management experience to HouseRaising, and has organized independent
firms that he subsequently sold to public companies over the years.

Thomas E. Schubert, J.D.
Director

Mr. Schubert is a former Family Court Judge and currently heads a litigation
practice in Warren, Ohio. Prior to becoming a member of HouseRaising's Board,
Mr. Schubert represented the McLemore family and its companies. He has
committed to an active investment and management role in the Company's Northern
Zone.

Linda W. McLemore
Director

Ms. McLemore is a co-founder of HouseRaising has served on its Board of
Directors since its inception in 1999. She has been active in certain
administrative areas of HouseRaising and has assisted in the organization and
management of homebuyer relations division. She has been directly involved in
the custom homebuilding business for nearly forty years.

Kevin Kyzer
Director

Mr. Kyzer is the Founder and CEO of Technology Connections, Inc. and has been
since its inception. As part of HouseRaising, Inc., Kevin Kyzer will be Zone
Operations Officer, where he will manage vendor development throughout North
Carolina and South Carolina.

ITEM 8. COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

SUMMARY COMPENSATION TABLE FOR TECHNOLOGY CONNECTIONS, INC.

Long Term Compensation
___________________________________________________________________________
Annual Compensation Awards Payouts
___________________________________________________________________________
(a) (b) (c) (d) (e) (f) (g) (h) (i)

Other Restr. All
Name and Annual Stock LTIP Other
Principal Calend. Comp. Award(s) Opt P/outs
Position Year Salary Bonus($) ($)(1) ($) SARs(#) ($) ($)
___________________________________________________________________________

Kevin
Kyzer 2003 - - - - - - -
Chief 2002 - - - - - - -
Executive 2001 $9,000 - - 31,900 (2) - - -
Officer

Stacey
Kyzer 2003 - - - - - - -
Secty. 2002 - - - - - - -
2001 - - - - - - -

- -----------------
(1) Includes perquisites and other benefits, unless the aggregate amount of
such compensation is the lesser of $50,000 or 10% of the total of annual
salary and bonus reported for the named executive officer.

(2) Represents an award of 290,000 shares of common stock under the Company's
2003 Employee Stock Incentive Plan for Employees and Consultants on January
30, 2003. The shares closed on January 30, 2003 at a price of $0.11 per
share, representing an aggregate fair market value of $31,900.

2003 Employee Stock Incentive Plan for Employees and Consultants
- ------------------------------------------------------------------------

The Company adopted a 2003 Employee Stock Incentive Plan for Employees and
Consultants on January 30, 2003 and filed a Registration Statement on Form S-8
with the Commission to register shares awarded under the Plan on the same date.
The Compensation Committee of the Board of Directors issues common stock and
awards options to employees, directors, officers, consultants, advisors and
other persons associated with our Company. The 2003 Plan was intended to
provide a method whereby our company would be stimulated by the personal
involvement of our employees, directors, officers, consultants, advisors and
other persons in our business and reward such involvement, thereby advancing the
interests of our Company and all of its shareholders. A total of 1,800,000
shares of common stock were authorized and awarded under the 2003 Plan, and of
those shares, 290,000 shares were awarded to management.

2004 Non-Qualified Stock Compensation Plan
- ----------------------------------------------

The Company adopted a 2004 Non-Qualified Stock Compensation Plan on January 27,
2004, and filed a Registration Statement on Form S-8 with the Commission to
register shares awarded under the Plan on the same date. The Compensation
Committee of the Board of Directors issues common stock and awards options to
employees, directors, officers, consultants, advisors and other persons
associated with our Company. The 2004 Plan is intended to provide a method
whereby our company would be stimulated by the personal involvement of our
employees, directors, officers, consultants, advisors and other persons in our
business and reward such involvement, thereby advancing the interests of our
Company and all of its shareholders. A total of 400,000 shares of common stock
were authorized under the 2004 Plan. All 400,000 shares have been awarded and
100,000 of those shares were awarded to management.

No Indemnification and Limitation of Liability
- ---------------------------------------------------

Our By-Laws do not provide for indemnification of each person who is or was a
director, officer, agent, employee or representative of the Company to the
fullest extent permitted or authorized by current or future legislation or
judicial or administrative decision in North Carolina against all fines,
liabilities, costs and expenses, including attorneys' fees, arising out of his
or her status as a director, officer, agent, employee or representative. We may
amend our By-Laws in the future to provide the foregoing right of
indemnification.

No employee of the Company receives any additional compensation for his
services as a director. The Company has no retirement, pension or profit
sharing program for the benefit of its directors, officers or other employees.
The Board of Directors may recommend one or more such programs for adoption in
the future.

SUMMARY COMPENSATION TABLE FOR HOUSERAISING

Long Term Compensation
___________________________________________________________________________
Annual Compensation (1) Awards Payouts
___________________________________________________________________________
(a) (b) (c) (d) (e) (f) (g) (h) (i)

Other Restr.
Name and Annual Stock LTIP All
Principal Calend. Comp. Award(s) Opt P/outs
Position Year Salary Bonus($) ($) ($) SARs(#) ($) ($)
___________________________________________________________________________

McLemore, 2003 $15,000 - - - - - -
Robert 2002 - - - $1,040,975 (2) - - -
Chairman 2001 - - - - - - -

Carriker, 2003 $20,500 - - - - - -
Kristy 2002 $38,005 - - $ 161,276 (3) - - -
Senior VP 2001 $18,050 - - - - - -

(2) Represents the aggregate fair market value of 10,000,000 shares of Class B
Common Stock and 341 shares of Class A Common Stock which were awarded in
fiscal 2002. The fair market value per share was calculated by dividing
stockholders' equity by the total number of shares outstanding at December
31, 2002, and amounted to $.104094. Accordingly, the aggregate fair market
value awarded was equal to $1,040,975.

(3) Represents the aggregate fair market value of 1,549,327 shares Class A
Common Stock which were awarded in fiscal 2002. The fair market value per
share was calculated by dividing stockholders' equity by the total number
of shares outstanding at December 31, 2002, and amounted to $.104094.
Accordingly, the aggregate fair market value awarded was equal to $161,276.

ITEM 9. INDEPENDENT PUBLIC ACCOUNTANTS

The Company hereby incorporates by reference the information required by Item 13
of the Company's Form 10-KSB, filed with the Securities and Exchange Commission
on April 20, 2004.

ITEM 10. COMPENSATION PLANS

Not applicable.

ITEM 11. AUTHORIZATION OR ISSUANCE OF SECURITIES OTHERWISE THAN FOR EXCHANGE

Action will be taken by the shareholders of the Company with respect to the
issuance pursuant to the Merger of 27,288,732 shares of common stock and
1,000,000 shares of Class A Voting Convertible Preferred Stock, which is
convertible into ten (10) shares of common stock, to the shareholders of
HouseRaising in exchange for all of their shares of common stock of
HouseRaising. Simultaneously with the issuance of the common and preferred
stock HouseRaising will be merged with and into the Company. After the merger
has been consummated, the Company will change its name to HouseRaising, Inc.
Other than as described above, no other action is to be taken by the Company
with respect to the authorization or issuance of any class of securities of the
Company, otherwise than for exchange.

ITEM 12. MODIFICATION OR EXCHANGE OF SECURITIES

No action is to be taken by the Company with respect to the modification of any
class of securities of the Company, or the issuance or authorization for
issuance of securities of the Company in exchange for outstanding securities of
the Company.

ITEM 13. FINANCIAL AND OTHER INFORMATION

The Company hereby incorporates by reference any of the information required by
paragraph (a) of this Item, that is contained in the annual report to security
holders and the Company's Form 10KSB, Item 8, filed with the Securities and
Exchange Commission on April 20, 2004, and interim reports filed on Form 10QSB
for the periods ended March 31, June 30 and September 30, 2003.

The Company and HouseRaising hereby provides the information as required by
paragraph (a) of this Item as follows:

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

TECHNOLOGY CONNECTIONS, INC. & HOUSERAISING, INC.
CONSOLIDATED (UNAUDITED) CONDENSED PRO FORMA BALANCE SHEET
DECEMBER 31, 2003
===========================================================================================================

(Unaudited) (Unaudited)
Technology House ProForma ProForma
Connections Raising Adjustments Total
----------- ----------- ----------- ----------

ASSETS

CURRENT ASSETS
Cash and Cash Equivalents $ 382 $ - $ - $ 382
Inventory 3,000 - - 3,000
Accounts Receivable, net of allowance
for doubtful accounts of $31,564 7,434 59,595 - 67,029
----------- ----------- ----------- ----------
TOTAL CURRENT ASSETS 10,816 59,595 - 70,411
----------- ----------- ----------- ----------

PROPERTY AND EQUIPMENT
Property and Equipment 33,787 115,496 - 149,283
Accumulated Depreciation (9,467) (59,151) - (68,618)
----------- ----------- ----------- ----------
Net Property and Equipment 24,320 56,345 - 80,665
----------- ----------- ----------- ----------

OTHER ASSETS
Other Assets - 1,818 - 1,818
Capitalized Software - 7,529,532 - 7,529,532
----------- ----------- ----------- ----------
Net Other Assets - 7,531,350 - 7,531,350
----------- ----------- ----------- ----------

TOTAL ASSETS $ 35,136 $ 7,647,290 $ - $7,682,426
=========== =========== =========== ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts Payable and Accrued Expenses $ 202,428 227,447 - $ 429,875
Excess of Outstanding Checks Over
Bank Balance - 16,429 - 16,429
Notes Payable 67,400 502,712 - 570,112
----------- ----------- ----------- ----------
TOTAL CURRENT LIABILITIES 269,828 746,588 - 1,016,416
----------- ----------- ----------- ----------

STOCKHOLDERS' DEFICIT
Preferred Stock ($.001 par value,
5,000,000 authorized:
none issued and outstanding) - - - $ -
Preferred Stock ($.001 par value,
20,000,000 authorized:
none issued and outstanding) - - - -
Preferred Stock Class A Convertible
($.001 par value, 5,000,000 authorized:
1,000,000 issued and outstanding) - - 1,000 B 1,000
Common Stock ($.001 par value, 100,000,000
shares authorized: 1,347,893 shares
issued and outstanding) 1,348 - (1,348) A -
Common Stock ($.001 par value, 100,000,000
shares authorized: 27,288,273 additional
shares to be issued issued in merger) - - 28,636 B 28,636
Common Stock Series A ($.001 par value,
90,000,000 shares authorized: 17,160,574
shares issued and outstanding) - 17,161 (17,161) A,B -
Common Stock Series B ($.001 par value,
10,000,000 shares authorized: 10,000,000
shares issued and outstanding) - 10,000 (10,000) B -
Common Stock Subcribed but not Issued - 1,978,735 - 1,978,735
Additional Paid-in-Capital 792,180 5,675,432 (1,029,347) A,B 5,438,265
Accumulated Deficit (1,028,220) (780,626) 1,028,220 A (780,626)
----------- ----------- ----------- ----------
TOTAL STOCKHOLDERS' DEFICIT (234,692) 6,900,702 - 6,666,010
----------- ----------- ----------- ----------

TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT $ 35,136 $ 7,647,290 $ - $7,682,426
=========== =========== =========== ==========

See accompanying notes to (unaudited) pro forma financial statements.

TECHNOLOGY CONNECTIONS, INC. & HOUSERAISING, INC.
CONSOLIDATED (UNAUDITED) CONDENSED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
===========================================================================================================

(Unaudited) (Unaudited)
Technology House ProForma ProForma
Connections Raising Adjustments Total
----------- ----------- ----------- ----------

SALES AND COST OF SALES:
Sales $ 44,665 $ 26,043 $ - $ 70,708
Cost of Sales 16,166 - - 16,166
----------- ----------- ----------- ----------
Gross Profit 28,499 26,043 - 54,542
----------- ----------- ----------- ----------

OPERATING EXPENSES:
Selling, general and administrative 41,267 377,045 - 418,312
Consulting fees 263,456 - - 263,456
----------- ----------- ----------- ----------
304,723 377,045 - 681,768
----------- ----------- ----------- ----------

OPERATING LOSS (276,224) (351,002) - (627,226)

Gain from Sale of 50% Subsidiary - 300,000 - 300,000

OTHER EXPENSE:
Interest Expense 26,220 - - 26,220
----------- ----------- ----------- ----------

NET LOSS $ (302,444) $ (51,002) $ - $ (353,446)
=========== =========== =========== ==========

See accompanying notes to (unaudited) pro forma financial statements.

TECHNOLOGY CONNECTIONS, INC. & HOUSERAISING, INC.
CONSOLIDATED (UNAUDITED) CONDENSED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2002
===========================================================================================================

(Unaudited) (Unaudited)
Technology House ProForma ProForma
Connections Raising Adjustments Total
----------- ----------- ----------- ----------

SALES AND COST OF SALES:
Sales $ 276,445 $ 653,146 $ - $ 929,591
Cost of Sales 248,646 - - 248,646
----------- ----------- ----------- ----------
Gross Profit 27,799 653,146 - 680,945
----------- ----------- ----------- ----------

OPERATING EXPENSES:
Selling, general and administrative 268,595 311,107 - 579,702
Consulting fees 438,570 - - 438,570
----------- ----------- ----------- ----------
707,165 311,107 - 1,018,272
----------- ----------- ----------- ----------

OPERATING INCOME (LOSS) (679,366) 342,039 - (337,327)

OTHER EXPENSE:
Interest Expense 46,410 - - 46,410
----------- ----------- ----------- ----------

NET LOSS $ (725,776) $ 342,039 $ - $ (383,737)
=========== =========== =========== ==========

See accompanying notes to (unaudited) pro forma financial statements.

INDEPENDENT AUDITOR'S REPORT
------------------------------

To the Board of Directors and Stockholders
HouseRaising, Inc. (FKA HouseRaisingUSA, Inc.) and Subsidiaries
4801 East Independence Blvd, Ste. 200
Charlotte, NC 28212

I have audited the accompanying consolidated balance sheet of HouseRaising Inc.,
(FKA HouseRaisingUSA, Inc.) and Subsidiaries as of December 31, 2003 and the
related consolidated statements of operations, stockholders' equity, and cash
flows for the years ended December 31, 2003 and 2002. These financial statements
are the responsibility of the Company's management. My responsibility is to
express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that I plan and
perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free from material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall consolidated financial statement presentation. I
believe that my audits provide a reasonable basis for my opinion.

In my opinion, the consolidated financial statements referred to above present
fairly, in all material respect, the consolidated financial position of
HouseRaising, Inc. (FKA HouseRaisingUSA, Inc.) and Subsidiaries as of December
31, 2003, and the consolidated results of its operations and its cash flows for
the years ended December 31, 2003 and 2002 in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming HouseRaising,
Inc. (FKA HouseRaisingUSA, Inc.) will continue as a going concern.
HouseRaising, Inc. (FKA HouseRaisingUSA, Inc.) has suffered recurring losses and
has yet to generate an internal cash flow that raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are described in Note D. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

/s/ Traci J. Anderson, CPA
- ------------------------------
Traci J. Anderson, CPA
Huntersville, NC
March 26, 2004

HOUSERAISING, INC. AND SUBSIDIARIES (FKA HOUSERAISINGUSA, INC.)
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 2003
================================================================================

ASSETS

CURRENT ASSETS
- ---------------
Cash and cash equivalents $ -
Due from builders 59,595
--------------

TOTAL CURRENT ASSETS 59,595

PROPERTY AND EQUIPMENT
- ------------------------
Computer and office equipment 78,196
Furniture and fixtures 37,300
Accumulated Depreciation (59,151)
--------------

NET FIXED ASSETS 56,345

OTHER ASSETS
- -------------
Other Assets 1,818
Capitalized Software 7,529,532
--------------

NET OTHER ASSETS 7,531,350

TOTAL ASSETS $ 7,647,290
==============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
- --------------------
Excess of outstanding checks over bank balance $ 16,429
Accounts Payable & credit cards 103,286
Due to Builders 4,097
Buydowns and other accruals 45,078
Interest Payable 74,986
Current portion of notes payable 502,712
--------------

TOTAL CURRENT LIABILITIES 746,588

TOTAL LIABILITIES 746,588

STOCKHOLDERS' EQUITY
- ---------------------
Common stock series A (.001 par value, 90,000,000
shares authorized; 17,160,574 issued and
outstanding at December 31, 2003) 17,161
Common stock series B (.001 par value, 10,000,000
shares authorized; 10,000,000 issued and
outstanding at December 31, 2003) 10,000
Preferred stock ($.001 par value; 20,000,000 shared
authorized; none issued and outstanding at
December 31, 2003) -
Common stock subscribed but not yet issued 1,978,735
Additional paid-in capital 5,675,432
Retained deficit (780,626)
--------------

TOTAL STOCKHOLDERS' EQUITY 6,900,702

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,647,290
==============

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

HOUSERAISING, INC. AND SUBSIDIARIES (FKA HOUSERAISINGUSA, INC.)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
================================================================================

2003 2002
---------- ----------

REVENUES:
- ---------
Management fees $ 23,528 $ 629,347
Other Income 2,515 $ 23,799
---------- ----------
TOTAL REVENUE $ 26,043 $ 653,146
---------- ----------

EXPENSES:
- ---------
General and administrative 377,045 311,107
---------- ----------
TOTAL EXPENSES 377,045 311,107

OPERATING INCOME (LOSS) (351,002) 342,039
---------- ----------

Gain from sale of 50% of Subsidiary 300,000 -
---------- ----------

NET NCOME (LOSS) $ (51,002) $ 342,039

Net (loss) per share - basic and fully diluted * $ 0.02
========== ==========
Weighted average shares outstanding 16,995,497 16,522,154
========== ==========

* Less than ($.01)

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

HOUSERAISING, INC. AND SUBSIDIARIES (FKA HOUSERAISINGUSA, INC.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
================================================================================

2003 2002
---------- ----------

CASH FLOWS FROM OPERATING ACTIVITIES:
- -----------------------------------------
Net income (loss) $ (51,002) $ 342,039
Adjustments to reconcile net income (loss)
to net cash (used in) operating activities
Depreciation 15,307 15,308
Gain from sale of 50% of subsidiary (300,000) -
Incurrence of notes payable in exchange
for services rendered 154,329 263,579
Common stock subscribed for services but
not yet received 1,233,885 603,867
(Increase) in Capitalized Software (1,365,941) (1,808,044)
(Increase) in Other Assets - (1,818)
(Increase) in due from builders - (59,595)
Increase in accounts payable and accruals 134,905 16,676
Increase (decrease) in outstanding checks
in excess of bank balance 8,410 (7,614)
Increase (decrease) in due to builders (130,074) 134,171
---------- ----------

NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES (300,181) (501,431)

CASH FLOWS FROM FINANCING ACTIVITIES:
- -----------------------------------------
Expenditures for fixed assets - (7,278)
Proceeds from sale of 50% of subsidiary 300,000 -
Proceeds from capital contribution 181 500,169
---------- ----------

NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES 300,181 492,891

NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS - (8,540)

CASH AND CASH EQUIVALENTS:
BEGINNING OF THE YEAR - 8,540
========== ==========

END OF THE YEAR $ - $ -
========== ==========

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

HOUSERAISING, INC. AND SUBSIDIARIES (FKA HOUSERAISINGUSA, INC.)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
=============================================================================================================================

Series A Series A Series B Series B
Common Common Common Common Preferred Preferred Additional
Shares Stock Shares Stock Shares Stock Paid-in Retained
(000's) $ (000's) $ (000's) $ Capital Deficit
-------- -------- -------- -------- --------- --------- ---------- ------------

Balances, January 1, 2002 16,480 $ 16,480 - - - - $3,329,555 $ (1,071,663)
Contribution of capital 500 500 10,000 $ 10,000 - - 2,451,342 -
Net Income (loss) for the year - - - - - - - 342,039
-------- -------- -------- -------- --------- --------- ---------- ------------
Balances, December 31, 2002 16,980 $ 16,980 10,000 $ 10,000 - - 5,780,897 (729,624)
Distribution of Capital - - - - - - (1,288,529) -
Issuance of Series B shares - - - - - - - -
Issuance of Series A shares 181 181 - - - - 181 -
Common Stock Subscribed - - - - - - 1,233,885 -
Net income (loss) for the year - - - - - - (51,002) (51,002)
-------- -------- -------- -------- --------- --------- ---------- ------------
Balances, December 31, 2003 17,161 $ 17,161 10,000 $ 10,000 - - $5,675,432 $ (780,626)
======== ======== ======== ======== ========= ========= ========== ============

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

HOUSERAISING, INC. (FKA HOUSERAISINGUSA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended December 31, 2003

NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ------------------------------------------------------

Business Activity-HouseRaising, Inc. (FKA HouseRaisingUSA, Inc.) and
- ------------------
Subsidiaries (the Company) was organized under the laws of the State of Delaware
in 1999. On May 5, 2003, HouseRaising, Inc. (FKA HouseRaisingUSA, Inc.) and
subsidiaries legally amended its Articles of Incorporation to effect a name
change from HouseRaisingUSA, Inc.

The Company provides a proprietary turnkey home design and build management
system that it markets to regional homebuilders. Its customers are principally
located in the Southeast USA with a current concentration in North and South
Carolina. The Company operates three subsidiaries: MBSI of the Carolinas,
Inc., MBSI Realty, Inc., and MBSI Service Corp. On May 24, 2003, the Company
approved the dissolution on MBSI of the Carolinas, Inc. and its three regional
subsidiaries: MBSIHOMES of Western North Carolina, Inc., MBSIHOMES of Eastern
North Carolina, Inc., and MBSIHOMES of South Carolina, Inc. At that time the
Company decided to replace MBSI of the Carolinas, Inc. and its three regional
subsidiaries with thirteen separately incorporated limited liability companies
to be located in thirteen regions:

* HouseRaising of Greater Charlotte, LLC-50% ownership by the Company-50% was
sold in June 2003 to three unrelated individuals.
* HouseRaising of the Triangle, LLC-100% ownership by the Company
* HouseRaising of the Triad, LLC-100% ownership by the Company
* HouseRaising of Greenville, LLC-100% ownership by the Company
* HouseRaising of Columbia, LLC-100% ownership by the Company
* HouseRaising of Asheville, LLC-100% ownership by the Company
* HouseRaising of Wilmington, LLC-100% ownership by the Company
* HouseRaising of Myrtle Beach, LLC-100% ownership by the Company
* HouseRaising of Charleston, LLC-100% ownership by the Company
* HouseRaising of Blowing Rock, LLC-100% ownership by the Company
* HouseRaising of OBX, LLC-100% ownership by the Company
* HouseRaising of Pinehurst, LLC-100% ownership by the Company
* HouseRaising of Central North Carolina, LLC--100% ownership by the Company

These limited liability companies provide managerial services to the Company's
homebuilding operations. These limited liability companies operate within
specific guidelines and operating procedures established by HouseRaising, Inc.
documents. The Company enters into a fee based management contract with each
homebuilder that is required to be properly licensed. Each custom, design and
built home is financed in the name of the homebuyer.

HOUSERAISING, INC. (FKA HOUSERAISINGUSA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended December 31, 2003

NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT')
- ---------------------------------------------------------------

Business Activity (cont')
- ---------------------------

In July 2003, the Company formed 2 new subsidiaries, HouseRaisingAcademy, LLC
and HouseRaisingUSA, LLC. HouseRaisingAcademy, LLC develops and manages the
Company's internet based E-Learning and Homebuilder Management System currently
in development. HouseRaisingUSA, LLC is responsible for organizing and owning
the 13 regional franchise limited liability companies.

Cash and Cash Equivalents-For purposes of the Consolidated Statement of Cash
- ----------------------------
Flows, the Company considers liquid investments with an original maturity of
three months or less to be cash equivalents.

Management'sUse of Estimates-The preparation of consolidated financial
- ------------------------------
statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of consolidated financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Revenue Recognition-The Company's revenue is derived primarily from providing
- --------------------
the design and build management system to homebuilders on a percentage of such
home's contract price. The sales and service fee portion is recognized in the
initial construction stage and approximates 10% of the home's contract price.
The balance of the Company's management fee approximates 50% of the home's
profit and is recognized at closing.

Capitalized Software-Certain capitalized software assets have been contributed
- ---------------------
to the Company from related entities under common ownership and control. The
capitalized software assets include certain external direct costs of materials
and services consumed in developing internal-use software for home plans and
designs, and operating systems and policies for homebuilders. These costs
include payroll and payroll-related costs for employees and contractors who are
directly associated with and who devote time to the internal-use computer
software project (to the extent of the item spent directly on the project)
during the application development stage. Training costs, data conversion
costs, internal costs for upgrades and enhancements, and internal costs incurred
for maintenance are all expensed as incurred. General and administrative costs
and overhead costs are also expensed as incurred. The assets will commence
amortization when the asset is considered to be placed in service (i.e. when the
development of internal use software is completed) which is projected to be
sometime in early 2005. At such time, the capitalized software costs will be
amortized on a straight-line basis over the estimated economic life of the asset
to be determined.

HOUSERAISING, INC. (FKA HOUSERAISINGUSA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended December 31, 2003

NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT')
- ---------------------------------------------------------------

Comprehensive Income (Loss)-The Company adopted Financial Accounting Standards
- -----------------------------
Board Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income", which establishes standards for the reporting and display
of comprehensive income and its components in the consolidated financial
statements. There were no items of comprehensive income (loss) applicable to
the Company during the periods covered in the consolidated financial statements.

Advertising Costs-Advertising costs are expensed as incurred. The Company does
- ------------------
not incur any direct-response advertising costs. Advertising expense totaled
$31,372 and $20,798 for the years ended December 31, 2003 and 2002,
respectively.

Net Loss per Common Share-Statement of Financial Accounting Standard (SFAS) No.
- --------------------------
128 requires dual presentation of basic and diluted earnings per share (EPS)
with a reconciliation of the numerator and denominator of the EPS computations.
Basic earnings per share amounts are based on the weighted average shares of
common stock outstanding. If applicable, diluted earnings per share would
assume the conversion, exercise or issuance of all potential common stock
instruments such as options, warrants and convertible securities, unless the
effect is to reduce a loss or increase earnings per share. Accordingly, this
presentation has been adopted for the period presented. There were no
adjustments required to net loss for the period presented in the computation of
diluted earnings per share.

Income Taxes-Income taxes are provided in accordance with Statement of Financial
- ------------
Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes." A deferred
tax asset or liability is recorded for all temporary differences between
financial and tax reporting and net operating loss-carryforwards.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that, and some portion or the entire
deferred tax asset will not be realized. Deferred tax assets and liabilities
are adjusted for the effect of changes in tax laws and rates on the date of
enactment.

Fair Value of Financial Instruments-The carrying amounts reported in the
- ---------------------------------------
consolidated balance sheet for cash, accounts receivable and payable approximate
fair value based on the short-term maturity of these instruments.

Accounts Receivable-Accounts deemed uncollectible are written off in the year
- --------------------
they become uncollectible. All accounts receivable at December 31, 2003 are
fully collectible.

HOUSERAISING, INC. (FKA HOUSERAISINGUSA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended December 31, 2003

NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT')
- ---------------------------------------------------------------

Impairment of Long-Lived Assets-The Company evaluated the recoverability of its
- --------------------------------
property and equipment, and other assets in accordance with Statements of
Financial Accounting Standards (SFAS) No. 121, "Accounting for the Impairment of
Long-Lived Assets to be Disposed of" which requires recognition of impairment of
long-lived assets in the event the net book value of such assets exceeds the
estimated future undiscounted cash flows attributable to such assets or the
business to which such intangible assets relate.

Property and Equipment-Property and equipment is stated at cost. Depreciation
- ------------------------
is provided by the straight-line method over the estimated economic life of the
property and equipment remaining from five to seven years.

Recent Accounting Pronouncements-In June 2001, the Financial Accounting
- ----------------------------------
Standards Board issued Statement of Financial Accounting Standards (SFAS) No.
143, "Accounting for Asset Retirement Obligations" which addresses the
accounting and reporting for obligations associated with the retirement of
tangible long-lived assets and the associated retirement costs. SFAS No. 143
requires that the fair value of a liability for an asset retirement obligation
be recognized in the period in which it is incurred if a reasonable estimate of
fair value cannot be made. SFAS No. 143 is effective for financial statements
issued for fiscal years beginning after June 15, 2002. The Company does not
expect SFAS No. 143 to have a material effect on its consolidated financial
condition or consolidated cash flows.

In August 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". SFAS No. 144 generally establishes a standard
framework to measure the impairment of long-lived assets and expands the
Accounting Principles Board ("APB") 30, "Reporting the Results of
Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions" to
include a component of the entity (rather than a segment of the business). SFAS
No.144 is effective for financial statements issued for fiscal years beginning
after December 15, 2001. The Company does not expect SFAS No. 144 to have a
material effect on its consolidated financial condition and consolidated cash
flows.

HOUSERAISING, INC. (FKA HOUSERAISINGUSA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended December 31, 2003

NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT')
- ---------------------------------------------------------------

Recent Accounting Pronouncements (cont')
- -------------------------------------------

In April of 2002, Statement of Financial Accounting Standards (SFAS) No. 145 was
issued which rescinded SFAS Statements 4, 44, and 64, amended No. 13 and
contained technical corrections. As a result of SFAS No. 145, gains and losses
from extinguishments of debt will be classified as extraordinary items only if
they meet the criteria in APB Opinion No. 30, that they are unusual and
infrequent and not part of an entity's recurring operations. The Company does
not expect SFAS No. 145 to have a material effect on its financial condition or
cash flows. The Company will adopt SFAS on January 1, 2004.

In July of 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (SFAS) No. 146, which addresses significant issues
regarding the recognition, measurement, and reporting of costs that are
associated with exit and disposal activities, including restructuring activities
that are currently accounted for pursuant to the guidance that the Emerging
Issues Task Force (EITF) has set forth in EITF Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (Including Certain Costs Incurred in a Restructuring)". SFAS No. 146
revises the accounting for certain lease termination costs and employee
termination benefits, which are generally recognized in connection with
restructuring charges. The provisions of SFAS 146 are effective for exit or
disposal activities that are initiated after December 31, 2002. The Company
does not expect SFAS No. 146 to have an impact its financial statements once
adopted on January 1, 2004.

In November 2002, the Financial Accounting Standards Board issued Interpretation
No. 45 (FIN 45), "Guarantor's Accounting and Disclosure Requirements for
Guarantee, Including Indirect Guarantees or Indebtedness of Others", which
addresses the disclosures to be made by a guarantor in its interim and annual
financial statements about its obligations under guarantees. FIN 45 also
requires the recognition of a liability by a guarantor at the inception of
certain guarantees that are entered into or modified after December 31, 2002.

HOUSERAISING, INC. (FKA HOUSERAISINGUSA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended December 31, 2003

NOTE A-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT')
- ---------------------------------------------------------------

Recent Accounting Pronouncements (cont')
- -------------------------------------------

In December 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (SFAS) No. 148, "Accounting for Stock-Based
Compensation Transition and Disclosure"-an amendment to SFAS No. 123 (SFAS No.
148), which provides alternative methods of transition for companies voluntarily
planning on implementing the fair value recognition provisions of SFAS No. 123.
SFAS No. 148 also revises the disclosure provisions of SFAS No. 123 to require
more prominent disclosure of the method of accounting for stock-based
compensation, and requiring disclosure of pro forma net income and earnings per
share as if the fair value recognition provisions of SFAS No. 123 had been
applied from the original effective date of SFAS No. 123. The Company adopted
the disclosures provisions of SFAS No. 148 for the quarters ending after
December 15, 2002.

In January 2003, Financial Accounting Standards Board issued FIN No. 46,
"Consolidation of Variable Interest Entities". FIN No. 46 requires the
consolidation of entities that cannot finance their activities without the
support of other parties and that lack certain characteristics of a controlling
interest, such as the ability to make decisions about the entity's activities
via voting rights or similar rights. The entity that consolidates the variable
interest entity is the primary beneficiary of the entity's activities. FIN No.
46 applies immediately to variable interest entities created after January 31,
2003, and must be applied in the first period beginning after June 15, 2003 for
entities in which an enterprise holds a variable interest entity that it
acquired before February 1, 2003. The Company plans to adopt this
Interpretation in the first quarter of fiscal 2004.

In January 2003, the EITF released Issue No. 00-21, (EITF 00-21), "Revenue
Arrangements with Multiple Deliveries", which addressed certain aspects of the
accounting by a vendor for arrangement under which it will perform multiple
revenue-generating activities. Specifically, EITF 00-21 addresses whether an
arrangement contains more than one unit of accounting and the measurement and
allocation to the separate units of accounting in the arrangement. EITF 00-21
is effective for revenue arrangements entered into in fiscal periods beginning
after June 15, 2003. The adoption of this standard will not have an impact on
the Company's financial statements.

In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies accounting for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities under SFAS
No. 133. SFAS No. 149 is effective for contracts entered into or modified after
June 30, 2003 and for hedging relationships designated after June 30, 2003. The
Company does not believe that there will be any impact on its financial
statements.

HOUSERAISING, INC. (FKA HOUSERAISINGUSA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended December 31, 2003

Recent Accounting Pronouncements (cont')
- -------------------------------------------

In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150
establishes standards for how companies classify and measure certain financial
with characteristics of both liabilities and equity. It requires companies to
classify a financial instrument that is within its scope as a liability (or an
asset in some characteristics). SFAS No. 150 is effective for financial
instruments entered into or modified after May 31, 2003. The standard will not
impact the Company's financial statements.

NOTEB-SUPPLEMENTAL CASH FLOW INFORMATION
- -------------------------------------------

Supplemental disclosures of cash flow information for the years ended December
31, 2003 and 2002 are summarized as follows:

Cash paid during the years for interest and income taxes:

2003 2002
---- ----
Income Taxes $--- $---
Interest $--- $---

NOTE C-INCOME TAXES
- ---------------------

Due to the operating loss and the inability to recognize an income tax benefit
therefrom, there is no provision for current or deferred federal or state income
taxes for the years ended December 31, 2003 and 2002.

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amount used for federal and state income tax purposes.

The Company's total deferred tax asset, calculated using federal and state
effective tax rates, as of December 31, 2003 is as follows:

Total deferred tax assets $297,000
Valuation allowance (297,000)
---------

Net deferred tax asset $ ----
=========

HOUSERAISING, INC. (FKA HOUSERAISINGUSA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended December 31, 2003

NOTE C-INCOME TAXES (CONT')
- ------------------------------

The reconciliation of income taxes computed at the federal statutory income tax
rate to total income taxes for the years ended December 31, 2003 and 2002 is as
follows:
2003 2002
---- ----
Income tax computed at the federal statutory rate 34% 34%
State income taxes, net of federal tax benefit 4% 4%
---- ----
Valuation allowance (38%) (38%)
---- ----
Total deferred tax asset 0% 0%
==== ====

Because of the Company's lack of earnings history, the deferred tax asset has
been fully offset by a valuation allowance. The valuation allowance increased
(decreased) by $20,000 and $(130,000) in 2003 and 2002, respectively.

As of December 31, 2003, the Company had federal and state net operating loss
carryforwards in the amount of approximately $781,000, which expire at various
times through the year 2024.

NOTE D-GOING CONCERN
- ----------------------

As shown in the accompanying financial statements, the Company has suffered
recurring losses from operations to date. It experienced a significant decrease
in revenues, a net loss of $51,002 in 2003, had a net deficiency of $780,626 and
a net working capital deficit of $686,993 as of December 31, 2003. These
factors raise substantial doubt about the Company's ability to continue as a
going concern.

Management's plans in regard to this matter are to raise equity capital and seek
strategic relationships and alliances in order to increase sales in an effort to
generate positive cash flow. Management has 3 new home sales in Region I
(HouseRaising of Greater Charlotte, LLC) for the first quarter of 2004 which are
expected to generate revenue. Additionally, the Company must continue to rely
upon equity infusions from investors in order to improve liquidity and sustain
operations. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

HOUSERAISING, INC. (FKA HOUSERAISINGUSA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended December 31, 2003

NOTE E-SALE OF A PORTION OF A SUBSIDIARY
- -----------------------------------------------

In June 2003, the Company sold 50% of its ownership in HouseRaising of Greater
Charlotte, LLC to three unrelated individuals for $300,000. Each individual's
share and contribution is as follows:

Lane Ostrow 1/3 share for $100,000
Jack H. Marks 1/3 share for $100,000
Richard Brasser 1/3 share for $100,000

NOTE F-SEGMENT REPORTING
- --------------------------

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information." This statement requires companies to
report information about operating segments in interim and annual consolidated
financial statements. It also requires segment disclosures about products and
services, geographic areas and major customers. The Company determined that it
did not have any separately reportable operating segments as of December 31,
2003 and 2002.

NOTE G-EQUITY
- --------------

In November 2003, the Company issued 180,232 Series A common shares to unrelated
parties for $181. In 2002 the Company issued 499,842 Series A common shares to
related parties $500,169.

NOTE H-COMMITMENTS
- -------------------

The Company leases its office facilities. The Company also has one vehicle under
leases that has been classified as an operating lease expiring in September
2006. Payment due under the lease is $1,384 per month.

Rent expense was $79,024 and $79,124 in 2003 and 2002, respectively.

HOUSERAISING, INC. (FKA HOUSERAISINGUSA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended December 31, 2003

NOTE H-COMMITMENTS (CONT')
- ----------------------------

Future minimum rental payments as of December 31, 2003 in the aggregate and for
each of the two succeeding years are as follows:

Year Amount
---- ---------

2004 $ 78,574
2005 $ 78,574
---------
Total $ 157,148
=========

NOTE I-NOTES PAYABLE
- ----------------------

Notes payable at December 31, 2003 consist of the following:

Unsecured note payable to an unrelated party.
Bearing 8% interest. Balloon payment of principal
and interest was due April 2002 $ 5,640

Unsecured note payable to an unrelated party.
Bearing 8% interest. Balloon payment of principal
and interest was due May 2002. $ 13,177

Secured note payable to an unrelated party.
Bearing 18% interest. Note matured October 2003. $ 30,000

Secured note payable to an unrelated party.
Bearing 18% interest. Note matured April 2003. $ 50,000

Secured note payable to an unrelated party.
Bearing 5% interest. Note matured May 2003.
Original balance was $15,000. $ 2,600

Secured note payable to an unrelated party.
Bearing 18% interest. Note matured October 2003. $ 50,000

Secured note payable to an unrelated party.
Bearing 8% interest. Note matures May 2004. $ 55,000

HOUSERAISING, INC. (FKA HOUSERAISINGUSA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended December 31, 2003

NOTE I-NOTES PAYABLE (CONT')
- -------------------------------

Secured note payable to an unrelated party.
Bearing 20% interest. Note matured December 2003. $100,000

Secured note payable to an unrelated party.
Bearing 0% interest. Note matures May 2004. $ 55,000

Unsecured note payable to an unrelated party.
Bearing 0% interest. $ 1,851

Secured note payable to an unrelated party.
Bearing 18% interest. Note matured August 2003. $ 50,000

Secured note payable to an unrelated party.
Bearing 18% interest. Note matured November 2003. $ 37,500

Secured note payable to an unrelated party.
Bearing 18% interest. Note matured August 2003. $ 25,000

Secured demand note payable to an unrelated party.
Bearing 0% interest. $ 21,944

Secured demand note payable to an unrelated party.
Bearing 0% interest. $ 5,000

Total Current Portion $502,712
========

On 0% interest bearing notes, the Company imputed interest on the notes using a
rate of 5%. The effects of these notes are included in the consolidated
financial statements therein.

HOUSERAISING, INC. (FKA HOUSERAISINGUSA, INC.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended December 31, 2003

NOTEJ-SUBSEQUENT EVENTS
- ------------------------

On February 19, 2004, the Company signed a Definitive Agreement to be merged
into a publicly traded company, Technology Connections, Inc. (Technology). The
HouseRaising, Inc.'s stockholders acquired the majority of the outstanding
common stock of this publicly held corporation (Technology). The acquisition
resulted in a tax-free exchange for federal and state income tax purposes. The
name of the corporation will be changed to HouseRaising, Inc. as HouseRaising,
Inc. merged into the publicly traded corporation (Technology). The transaction
was accounted for as a reverse merger in accordance with Accounting Principles
Board (APB) Opinion No. 16 wherein the stockholders of HouseRaising, Inc.
retained the majority of the outstanding common stock of the Company after the
merger. The publicly traded corporation did not have a material operating
history over the prior couple of years.

HouseRaising, Inc. Management's Discussion and Analysis of
Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Financial
Statements and related notes thereto included elsewhere in this section.

Other than commitments from vendors to develop HouseRaising's software in
exchange for shares of stock, and fee revenues and profits from existing sales,
HouseRaising does not currently have any external sources of working capital.
HouseRaising's Management has not entered into any commitments for significant
capital expenditures, except the software development contract mentioned above
whereby common stock will be issued as work is performed. Furthermore, there
are no plans to hire employees unless Management is successful in securing a
substantial capital infusion.

On February 19, 2004, HouseRaising entered into an Agreement to be acquired by
Technology Connections, Inc. This transaction is being structured as a reverse
acquisition whereby the existing shareholders of HouseRaising will obtain
control of Technology Connections. Upon completion of this business combination
transaction, there can be no assurance that the combined companies will have
sufficient funds to undertake any significant development, marketing and
design/build activities.

Accordingly, the combined companies will seek additional debt or equity
financing or obtain funding from third parties, in exchange for which the
combined companies might be required to issue a substantial equity position.
There is no assurance that the combined companies will be able to obtain
additional financing on terms acceptable to the combined companies. If
Management is successful in obtaining additional funding, these funds will be
used primarily to provide working capital needed for repayment of outstanding
notes payable, continued software development, for new home and renovation sales
and marketing expense and to finance research, development and advancement of
intellectual property concerns. A description of the HouseRaising business is
provided in Item 14.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2004 Compared to Three Months Ended March 31, 2003.

Revenues and Gross Profits:

HouseRaising is a development stage company with virtually no revenues.
HouseRaising of Greater Charlotte, LLC is supplying revenues from current
operations in the Greater Charlotte region. Revenues for the three months ended
March 31, 2004 of $65,262 compared to "0" income in the first three months of
2003. The company's revenue derives primarily from designing and building homes
and renovations and providing the design and build management system to
affiliated homebuilders on a percentage of such home's contract price. The
company recognizes sales and service fee portion in the initial construction
stage, amounting to approximately 9-10% of the home's contract price. The
balance of the Company's income is approximately 50% of the home's profit
recognized at closing.

Selling, General and Administrative Expenses: Selling expenses, general and
administrative expenses for the three-month period ending March 31, 2004 was
$97,114, an increase of $64,178 from $32,936 in 2003. This increase is a result
of personnel and marketing expenses for Region 1.

Net Loss: Net loss for the three-month period ending March 31, 2004 decreased
$1,084. The company had losses of $31,852 in 2004 compared to $32,936 in 2003,
representing a 3.4% decrease. This decrease is net of software development
expenditures that have been capitalized during the three-month period ending
March 31, 2004.

Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

Revenues and Gross Profits:

Revenues for the year ended December 31, 2003 decreased $327,103 from $653,146
to $326,043, a 50% decrease compared to year ended 2002. In June 2003, the
company sold 50% of its ownership in one of its regional design/build companies
to three unrelated individuals for $300,000. This $300,000 in income offset the
majority of losses for the period. During 2003, management diverted its
resources primarily to software development, thus intentionally accepting fewer
projects in 2003 than the previous year. HouseRaising will expand sales in 2004
as the software becomes available for use online. Region 1 expects to resume
sales in 2004, designing and building homes and renovation projects with the use
of HouseRaising's software and electronic management process. The company's 2003
total revenue includes this $300,000 gain of sale for this region.
HouseRaising's revenues derive primarily from providing the design and build
management system to affiliated homebuilders on a percentage of such home's
contract price. The sales and service fee portion is recognized in the initial
construction stage and approximates 9-10% of the home's contract price. The
balance of the Company's income approximates 50% of the home's profit and is
recognized at closing. During 2004, HouseRaising's revenues will include fees
and profits from other regions which are in the development stage at January
2004.

Selling, General and Administrative Expenses: Selling, general and
administrative expenses for the period ending December 31, 2003 increased
$65,938 from $311,107 to $377,045, a 21% increase compared to the twelve months
of 2002. This increase in administrative expenses is primarily associated with
costs related to creating HouseRaising's first regional center and design/build
operation in Charlotte, NC. These costs include advertising, payroll,
payroll-related costs for employees and contractors who are directly associated
with and who devote time to selling, designing and building pre-sold homes and
renovation projects in Region 1.

Other Income: The Company earned no other income for the period.

Net Loss: Net loss for the year ended December 31, 2003 of $51,002 compares to
a gain in 2002 of $342,039, a 115% increase compared to 2002. This increase is
primarily associated with expenses incurred in establishing Region 1. A typical
region is expected to become cash flow positive during its second year.

LIQUIDITY AND CAPITAL RESOURCES

Net cash used by operating activities decreased $2,152,923 from ($2,453,104) for
the year ended December 31, 2002 to ($300,181) for the year ended December 31,
2003. $2,393,776 of that difference represents an increase in capitalized
assets in 2002. Without those adjusting entries, the difference in 2002 and
2003 would have been $240,853 in cash provided by operating activities. Net
cash provided by financing activities decreased $192,710 from $492,891 for the
year ended December 31, 2002 to $300,181 for the year-ended December 31, 2003.

Financing activities in 2003 included the sale of 50% of one the company's
regional subsidiaries which provided a gain of $300,000 from the sale.
Financing activities in 2002 included proceeds from capital contributions which
provided $500,169 in the aggregate and the issuance of notes payable.

In 2003, HouseRaising completed a debt offering to a select group of accredited
investors providing net proceeds of $502,712. Substantially all of the
remaining interest expense in first quarter 2004 is directly associated with
these outstanding notes payable.

During 2003, the company experienced a decrease in revenues. During 2003,
revenues were $326,043 as compared to $653,146 in 2002. Management's plan in
regards to this matter are to begin operating Region 1 as a functioning region
and to raise equity capital and seek strategic relationships and alliances in
order to increase sales in an effort to generate positive cash flow. As of
March 31st, 2004, Region 1 (HouseRaising of Greater Charlotte, LLC) has three
new home and renovation sales for the first quarter of 2004.

Over the past two years, all of HouseRaising's debt financing has been through
bridge loans. The loans can only be repaid if combined companies successfully
raise additional equity or debt financing. In addition to the cash requirement
to repay these bridge loans, HouseRaising's design/build operations will be
dependent to raising equity to mount a sizable advertising campaign to generate

ITEM 14. MERGERS, CONSOLIDATIONS, ACQUISITIONS AND SIMILAR MATTERS

The Company, HouseRaising and the HouseRaising Stockholders entered into an
Agreement and Plan of Merger, dated February 19, 2004 (the "Merger Agreement"),
pursuant to which HouseRaising will merge with and into the Company at the
Effective Time (as defined), and all outstanding shares of common stock of
HouseRaising will be converted, in the aggregate, into 27,288,732 shares of
common stock and 1,000,000 shares of Class A Voting Convertible Preferred Stock
of the Company. The shares of Class A Voting Convertible Preferred Stock issued
in the Merger are convertible into ten (10) shares of fully paid and
non-assessable shares of common stock, and they have a class vote to approve or
disapprove any merger, sale of assets, combination or reorganization involving
the Company, or other fundamental corporate transaction involving the Company.
The terms of the Class A Voting Convertible Preferred Stock should be considered
to have anti-takeover or takeover deterrent effect. The series of Class A
Voting Convertible Preferred Stock will be established by action of the Board of
Directors of the Company pursuant to NCBCA Section 55-06-02. The Company will
file an amendment to its Articles of Incorporation setting forth the terms of
the Class A Voting Convertible Preferred Stock, which amendment is effective
with the affirmative vote of the Board of Directors of the Company. As part of
the Merger Agreement, the Company has agreed to change its name to
"HouseRaising, Inc.", pursuant to an amendment to its Articles of Incorporation.
A copy of the executed Merger Agreement and the proposed Amendment to the
Company's Articles of Incorporation to change its name are attached hereto as
Exhibits 2 and 3 hereto, respectively.

The respective boards of directors of the Company and HouseRaising deem it
desirable and in the best interests of their respective corporations, for
HouseRaising to merge with and into the Company in exchange for the issuance of
shares of common stock and Class A Voting Convertible Preferred Stock of the
Company and have proposed, declared advisable and approved the Merger pursuant
to the Merger Agreement, which Agreement has been duly approved by resolutions
of the respective boards of the Company and HouseRaising, and by action by
written consent of the majority shareholders of HouseRaising. The NCBCA
requires that a shareholders' meeting be called by the Company for the purposes
of approving the Merger prior to closing.

The Merger will be effective at the "Effective Time", such time being when the
Company and HouseRaising file a Certificate of Merger with the Secretary of
State of North Carolina. The Closing under the Merger Agreement will occur on
the second day after the satisfaction or waiver of all conditions to the
obligations of the parties to consummate the transactions contemplated by the
Merger Agreement. The Merger is conditioned on, among other things, the Company
and HouseRaising obtaining the written consent of a majority of their
shareholders to approve the transactions contemplated by the Merger Agreement.
In addition, the obligation of the Company to consummate the transactions
contemplated by the Merger Agreement is conditioned on the Company's
satisfactory completion of a due diligence investigation of HouseRaising. The
obligation of HouseRaising to consummate the transactions contemplated by the
Merger Agreement is conditioned on the Company's accounts payable and notes
payable to vendors, lessors, subcontractors, governmental entities and other
creditors not exceeding $200,000. In addition, the obligation of the Company to
consummate the transactions contemplated by the Merger Agreement is conditioned
on the new board of directors of the Company having caused the Company to issue
as promptly as practicable 100,000 "free trading" shares of common stock to
Kevin Kyzer, President of the Company, as payment for consulting services, and
agreeing to issue and register such shares pursuant to a Registration Statement
on Form S-8.

The Company has previously reported executing the Merger Agreement in a
Current Report on Form 8-K, filed with the Commission on February 20, 2004.
The Company is a corporation duly organized and validly existing under the laws
of the state of North Carolina, with its principal place of business at 301C
Verbena, Charlotte, North Carolina 28217, and its telephone number is (704)
400-9042. HouseRaising is a corporation duly organized and validly existing
under the laws of the state of Delaware, with its principal place of business at
4801 East Independence Boulevard, Suite 201, Charlotte, North Carolina 28212,
and its telephone number is (704) 531-1781.

The Effect of the Merger

In all other respects, the identity, existence, purposes, powers, objects,
franchises, rights, and immunities of the Company shall continue unaffected and
unimpaired by the Merger, and the corporate identity, existence, purposes,
powers, objects, franchises, rights, and immunities of HouseRaising shall be
wholly merged with and into the Company, and the Company shall be fully vested
therewith. Accordingly, at the Effective Time, the separate existence of
HouseRaising, except insofar as continued by statute, shall cease.

The laws of the state of North Carolina shall continue to govern the Company.
On and after the Effective Time, the articles of incorporation of the Company
shall remain the articles of incorporation of the Company without any
modification or amendment resulting solely as a result of the Merger, except for
the change of name to "HouseRaising, Inc." On and after the Effective Time, the
By-Laws of the Company shall remain the By-Laws of the Company without any
modification or amendment solely as a result of the Merger.

Conversion of HouseRaising Securities

At and as of the Effective Time, each share of HouseRaising Class "A" common
stock and each share of HouseRaising Class "B" common stock (each being referred
to herein as a "HouseRaising Common Share"), other than any Dissenting Share,
shall be converted into 1.0 shares of common stock of the Company and .036645
shares of Class A Voting Convertible Preferred Stock ("Class A Convertible
Preferred") of the Company (the ratios of 1.0 common shares and .036645 Class A
Convertible Preferred of the Company to one HouseRaising common share are
referred to herein as the "Conversion Ratios"). The Conversion Ratios shall be
subject to equitable adjustment in the event of any stock split, stock dividend,
reverse stock split, or other change in the number of HouseRaising common shares
outstanding. No HouseRaising common share shall be deemed to be outstanding or
to have any rights other than those set forth above after the Effective Time.

The Relative Rights and Preferences of the Class A Convertible Preferred

Except as otherwise required by law, the holders of Class A Convertible
Preferred shall be entitled to notice of any stockholders' meeting and to vote
as a single class (and not together with the common stockholders as one combined
class) to approve any merger, sale of assets, combination or reorganization
involving the Company, or other fundamental corporate transaction involving the
Company, with the holders of Class A Convertible Preferred having one vote per
share of such stock owned. On all other matters, the Class A Convertible
Preferred shall vote with the common stockholders as one combined class, with
the holders of Class A Convertible Preferred having ten (10) votes per share of
such stock owned. Each share of Class A Convertible Preferred shall be
convertible, at the option of the holder thereof, at any time after five (5)
years from the date of issuance into ten (10) shares of fully paid and
non-assessable shares of Common Stock. The holders of the Class A Convertible
Preferred shall not be entitled to receive any dividend. The Class A
Convertible Preferred shall be senior to the common stock and all other shares
of preferred stock that may be later authorized. Finally, the holders of the
Class A Convertible Preferred shall be entitled to, among other things, receive,
prior to the holders of the other series of preferred stock and prior and in
preference to any distribution of the assets or surplus funds of the Company to
the holders of any other shares of stock of the Company by reason of their
ownership of such stock, an amount equal to $1.00 per share with respect to each
share of Class A Convertible Preferred. The foregoing description of the
relative rights, preferences and terms and conditions of the shares of Series A
Convertible Preferred is qualified in its entirety to text of the Series A
Convertible Preferred provisions, a copy of which is attached as Exhibit 4
hereto.

Tax Treatment of the Merger

The Merger is intended to qualify as a tax-free reorganization within the
meaning of Section 368(a)(1)(A) of the Internal Revenue Code. However, none of
the parties to the Merger Agreement is seeking tax counsel or legal or
accounting opinions on whether the merger qualifies for tax-free treatment and
tax-free treatment of the merger is not a condition precedent to the obligations
of the parties to consummate the Merger.

HOUSERAISING DESCRIPTION OF BUSINESS.

General
HouseRaising, Inc., ("HRI") is a Delaware corporation formed in April 1999 by
Robert V. McLemore. It is a development stage company and has not implemented
its business plan to date. When this section uses the words "the company,"
"we," "us," and "our," they refer to HouseRaising and its subsidiaries, unless
the context otherwise requires.
HouseRaising's Founder formed the company to develop a design/build business
process capable of turning complicated pre-sold homebuilding projects into
predictable experiences for buyers and builders. Utilizing four decades of
experience in the design/build industry, Mr. McLemore has turned those
experiences into a framework that is now capable of bringing predictability to
pre-sold design/build and renovation projects. Distributed through establishing
regional franchise operations and supported electronically through the Internet,
expectations are Mr. McLemore's proprietary invention will have an important
impact on the way of conducting home projects.
Our Business:
HouseRaising is a development stage company and has revenue of $326,043 and net
income of $(51,003) in fiscal 2003. Its business plan includes the completion
of the company's proprietary business system and management process that will be
utilized in selling, designing and managing of design/build projects and
renovation projects. HouseRaising plans to accomplish this through specific
tasks performed at an exact time and precise manner on each project.
HouseRaising does not own land, nor does the company build speculative homes.
HouseRaising is a design/build company that markets its products and services to
homebuyers and small builders who have customers desiring to build a unique
home. HouseRaising's builder-franchisees utilize an electronic management
process to pre-sell, design and build quality residences on a lot owned by the
homebuyers. HouseRaising is investigating the possibility of pre-arranging
financing for projects that would be secured in the names of the home buyers.
However, there can be no assurances that such a financing program can or will be
implemented.
Management estimates that there is a substantial market for its design/build
services, which will be accessed through affiliated relationships with small,
hands-on builders who commit to conduct the business of building homes the
HouseRaising way. Management believes this market exists based on the size of
the current design/build market and its anticipated growth over the next five
years. HouseRaising's plan is to develop small builder relationships in small
markets and in isolated places where most large builders cannot feasibly develop
operations. HouseRaising will operate on a smaller scale than that of many of
the large regional builders. From this strategy HouseRaising hopes to produce
significant revenues over a five year period of time.
While HouseRaising will establish builders in large cities, our emphasis is in
developing multiple builder relationships in small towns across America.
Thousands of homebuyers each year enter the design/build arena by developing
house plans from their dreams. They take incomplete plans and specs and set out
to obtain bids from small builders, hoping to obtain fair prices and a quality
product. Without realizing it, these homebuyers are creating a nearly impossible
business endeavor, pitting their dream homes in a battle with small builders and
vendors. By connecting all parties to the contract and by utilizing
HouseRaising's unique design/build system and management process, HRI allows
homebuyers to develop financially sound and enjoyable homebuilding experiences.
HouseRaising eliminates surprises by establishing quality standards and
management processes utilized by all participants in the project.
HouseRaising's unique process does not reduce builder creativity nor does it
restrict the ability to create "one of a kind" residences demanded by
discriminating buyers. HouseRaising's invention encourages unique homebuilding
by defining the what, when, how and why of creating quality residences in a fun
and financially sound manner. HouseRaising is a tried, tested and proven process
appreciated by builders, vendors, and homebuyers alike.
HouseRaising's Invention:
Through review and analysis of thousands of design/build projects and hundreds
of small hands-on builder relationships, Mr. McLemore identified 1,269 critical
problem points that exist in every custom home project. Based on the analysis,
we realized that each of the critical problem points led to an emotional
component in the construction process. HouseRaising's system and management
process establishes 3,400 precise tasks and business requirements that solve the
1,269 issues, each time and every time.
In addition to the specific tasks defined by the 3,400-part process,
HouseRaising has developed a proprietary "Design/Price Module" that
electronically prices unique homes without investing in house plans. This unique
module assists homebuyers and builders to create and price their dream home
within minutes, reducing the anxieties created by paying for house plans that do
not meet the financial needs of the participants. Historically, this
pricing/designing process predicts costs of unique home projects to within of
1% of actual costs.

Management believes that because the design/build industry consists of thousands
of small builders functioning as independent companies without organization and
structure, they have no viable means to predict outcomes of their projects.
HouseRaising will solve these issues for the small builders. Small builders and
discriminating homebuyers- who seek quality homes at fair prices- come to
HouseRaising for workable solutions to their complex projects. In addition to
developing industry-wide construction standards, homebuyers and builders
creating special homes realize HouseRaising provides them a way to enjoy the
experience.

HouseRaising Operates Though Regional Design/Build Franchises and as an Internet
Based Homebuilder Training and Management Operation:

HouseRaising plans to expand its operation nationally through regional
franchises. The franchise establishes clear and precise procedures and processes
that bring organization and accountability to a fragmented industry. HRI creates
regional franchise relationships in various ownership structures. The company
creates regional operations that are 100% owned by the company; they create
regional franchise relationships owned 50% by HouseRaising and 50% by local
investors; as well as the company sells 100% ownership interest of a franchise
to outside parties. The company structures marketing and personnel in each
regional franchise capable of selling, designing and building 50 home projects
and 50 renovation projects annually.

HouseRaisingUSA, LLC ("HR-USA"):

HouseRaisingUSA, LLC is a wholly-owned subsidiary of the company. HRI issued a
master franchise for the continental United States to HouseRaisingUSA. HR-USA is
the operational arm of the franchise and it is the people side of the business,
connecting the franchise and digital system to homebuyers and local builders,
turning design and build projects into successful endeavors. HR-USA creates
revenues for the company by establishing and managing regional design/build
operations.

HouseRaisingAcademy, LLC ("HRA"):

HouseRaisingAcademy, LLC is a wholly-owned subsidiary of the company. HRA is an
internet-based portal and digital framework for our proprietary design/build
management system named HouseRaising. The system addresses 1,269 issues through
implementation of 3,400 business requirements. The Academy is an online learning
program utilized to teach users the what, when how and why of HouseRaising's
---- ---- --- ----
superior design/build process. HouseRaisingAcademy links homebuyers,
homebuilders and vendors in an organized and focused experience designed to
achieve predictable results. Additionally, by linking classroom and Internet
learning programs, HRA retrains out-of-work individuals to become successful
entrepreneurs in the design/build industry.

HouseRaising has formed 13 Regional Operations in Zone 1, North and South
Carolina:

REGION LEVEL OF OPERATION REGION NAME
====== ==================== ============
Region 1 Level I HouseRaising of Greater Charlotte, LLC
- --------- -------- ------------------------------------------
Region 2 Level I HouseRaising of Triangle NC, LLC
- --------- -------- ------------------------------------
Region 3 Level I HouseRaising of Triad NC, LLC
- --------- -------- ---------------------------------
Region 4 Level I HouseRaising of Greenville SC, LLC
- --------- -------- --------------------------------------
Region 5 Level I HouseRaising of Asheville, LLC
- --------- -------- ---------------------------------
Region 6 Level I HouseRaising of Wilmington, LLC
- --------- -------- ----------------------------------
Region 7 Level I HouseRaising of Myrtle Beach, LLC
- --------- -------- -------------------------------------
Region 8 Level I HouseRaising of Charleston, LLC
- --------- -------- ----------------------------------
Region 9 Level I HouseRaising of Blowing Rock, LLC
- --------- -------- -------------------------------------
Region 10 Level I HouseRaising of OBX, LLC
- ---------- -------- ---------------------------
Region 11 Level I HouseRaising of Pinehurst, LLC
- ---------- -------- ---------------------------------
Region 12 Level I HouseRaising of Central NC, LLC
- ---------- -------- -----------------------------------
Region 13 Level I HouseRaising of Columbia SC, LLC
- ---------- -------- ------------------------------------

Region 1 - Houseraising of Greater Charlotte, LLC:

HouseRaising of Greater Charlotte, LLC is the first regional franchise operation
owned 50% by HouseRaising, Inc. and 50% by local investors and is presently
marketing, selling, and designing new home projects and remodeling projects in
the greater Charlotte areas. As of today, Region 1 has approximately $1 million
in new home and remodeling projects under development during 1st Quarter 2004.
Competition:

The homebuilding business is highly competitive and fragmented. However,
HouseRaising's competition is not the large national homebuilders, we compete
with the small craftsman or craftswoman builders that bid against other small
builders for projects provided by customers. Currently, we know of no companies
developing the type affiliations and support structure HouseRaising offers small
builders.

HouseRaising Involves Only the Design/Build Segment of Homebuilding Industry:

Throughout the country, custom homebuyers will continue to purchase lots and
build second homes. They are building in resort areas, on special lots purchased
in the mountains and in coastal areas where they design and build the home of
their dreams. Additionally, families living in urban and suburban areas
throughout America will continue to locate further and further away from large
metropolitan areas. Developers are finding customers to purchase lots in golf
course communities developed in rural areas, which entail drives of close to an
hour from the city. Low interest rates and low inflation have teamed to provide
homebuyers the opportunity to not only build a fine home, they can now afford to
include upgrades, making the home truly a dream home.

Protection for HouseRaising's Intellectual Property
HouseRaising has engaged the law firm of Ostrolenk, Faber, Gerb & Soffen, LLP to
file a patent application on its processes as a new invention. It is hoped that
patent pending status will protect the company's intellectual properties in the
near future.
HouseRaising's Marketing Plan:
HouseRaising, Inc. markets the use of its unique and proprietary design/build
management system directly to builders and buyers and to regional franchises
nationally through HouseRaisingUSA, a master franchise company. We train
professionals and technical advisors through our own educational system called
HouseRaisingAcademy. In addition to profits derived from designing and building
houses through regional design/build franchisees, HouseRaisingAcademy earns fees
from small builders and homebuyers for the use of its system provided on an
individual project basis.

Marketing Option #1- Marketing HouseRaising Through Independent Builders, and
- ---------------------
Their Homebuyers:

A homebuyer and builder can electronically link with HouseRaisingAcademy as a
team to become certified to utilize HouseRaising for developing their unique
home project. They pay to use the system and select other services from a menu
of support available to them through a HouseRaising regional center in their
area.

In areas where a HouseRaising Regional operation is in place, homebuyers and
their selected builder are required to utilize HouseRaising's support teams
throughout the project from A to Z. HouseRaising provides sales staff, design
staff, budgeting and engineering staff, financial management personnel and CPA's
that coordinate cash flow management and oversee the projects through 56
affiliated vendor relationships.

Marketing Option #2- Marketing the Designing and Building of Unique Homes
- ---------------------
Directly to Homebuyers:

Homebuyers deal directly with HouseRaising's regional design/build operations to
have the company design and build them a unique home. In this option,
HouseRaising assumes full responsibility for the projects, recruiting, training,
and certifying builders to function as in-house builders or builder partners,
whereby they manage projects as employees. Buyers receive fixed priced
contracts that lower the cost of their homes with "no surprises."

The 10-Year Outlook for Homebuilding is Positive:

The homebuilding industry is enjoying record sales and has done so for close to
a decade. Low interest rates coupled with population growth, forming millions
of new households each year has created record profits for the nation's largest
builders. HouseRaising's research indicates the current level of homebuilding
throughout America is sustainable as long as interest rates stay between 6% and
7%. Most economists support the theory that the current 5% rates will likely
rise a percentage point during 2004. However, most of these economists believe
it unlikely that rates will rise above the 6-7% target rate in the near future.
Many analysts estimate that - as short-term rates rise with the pick up in the
GDP, long-term rates, used to set mortgage rates, may remain level or even dip
lower. Our forecast of another decade of the continuing homebuilding boom was
supported by comments from the Chairman and CEO of Fannie Mae Corporation on
CNBC carried live on 2/19/04. Whatever the outcome of interest rates and the
economy, it is obvious that homebuilding in general should remain brisk through
2010.

Our Home Products and Services:

HouseRaising's product and services are offered in three (3) divisions: Division
I sells, designs and builds residences priced from $150,000 to $499,000;
Division II designers and builders market to homebuyers in the $500,000 to
$999,000 price range and Division III specializes in estates $1 million and up.

Regulation and Environmental Matters:

Since HouseRaising does not develop subdivisions or communities, the company is
less effected by environmental and regulation matters. We are subject to various
local, state and federal statutes, ordinances, rules and regulations concerning
zoning, building designs, construction and similar matters. In addition, we are
subject to various licensing, registration and filing requirements in connection
with construction, advertising and sale of design/build projects in our regional
operations. We are also subject to a variety of local, state and federal
statutes, ordinances, rules and regulations concerning protection of public
health and the environment. We maintain a policy of engaging engineers and
environmental consultants to evaluate certain sites located in environmental
sensitive areas.

Factors That May Affect Our Future Results, a Cautionary Statement Under the
Private Securities Law Reform Act of 1995:
(1) As a result of growth in the number of builders and total projects in
each of its Design/Build and Proposed Renovation efforts, HouseRaising expects
significant growth in revenues, total assets and net income over the next five
years. Management bases this growth on the belief that small to medium sized
independent homebuilders will be attracted to HouseRaising as a solution to
their being unable to predict outcomes of projects. Existing homebuilders,
building 3 to 10 homes annually, will merge their existing organizations into
HouseRaising allowing our system and process to increase profits and bring
stability to their personal lives through organizing their companies.

(2) Certain information included in this report, or in other materials we
have filed or will file with the Securities and Exchange Commission, (as well as
information included in oral statements or other written statements made or to
be made by us) contains or may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended. You can
identify these statements by the fact that they do not relate strictly to
historical or current facts. They contain words such as "anticipate,"
"estimate," "expect," "project," "intend," "plan," "believe," "may," "can,"
"could," "might" and other words or phrases of similar meaning in connection
with any discussion of future operating or financial performance.

(3) Such statements include information relating to anticipated operating
results, financial resources, changes in revenues, changes in profitability,
interest expense, growth and expansion, anticipated income to be realized from
our investments in joint ventures and the ability to acquire land, the ability
to gain approvals and to open new communities, the ability to sell homes and
properties, the ability to deliver homes from backlog, the ability to secure
materials and subcontractors, the ability to produce the liquidity and capital
necessary to expand and take advantage of opportunities in the future, and stock
market valuations.

(4) Any or all of the forward-looking statements included in this business
description and in any other reports or public statements made by us may turn
out to be inaccurate. This can occur as a result of incorrect assumptions or as
a consequence of known or unknown risks and uncertainties. Many factors
mentioned in this report or in other reports or public statements made by us
such as government regulation and the competitive environment will be important
in determining our future performance. Consequently, actual results may differ
materially from those that might be anticipated from our forward--looking
statements.

(5) We undertake no obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise.
The following cautionary discussion of risks, uncertainties and possible
inaccurate assumptions relevant to our business includes factors we believe
could cause our actual results to differ materially from expected and historical
results. Other factors beyond those listed below, including factors unknown to
us and factors known to us, which we have not determined to be material, could
also adversely affect us. This discussion is provided as permitted by the
Private Securities Litigation Reform Act of 1995, and all of our forward-looking
statements are expressly qualified in their entirety by the cautionary
statements contained or referenced in this section.

Despite the fact we pre-sale our projects with financing in the names of the
homebuyers, we operate in a very competitive environment, which is characterized
by competition from a number of other homebuilders in each market in which we
operate. Actions or changes in plans by competitors may negatively affect us.

Our business can be affected by changes in general economic and market
conditions, as well as local economic and market conditions where our operations
are conducted and where prospective purchasers of our homes live.

The impact and uncertainties created by the September 11, 2001 terrorist
attacks and the consequences of any future terrorist attacks, as well as other
events affecting the national and world economies, may affect our business.

We operate in a very competitive environment, which is characterized by
competition from a number of other homebuilders in each market in which we
operate. Actions or changes in plans by competitors may negatively affect us.

Claims may be brought against us in various legal proceedings which have
not had, and are not expected to have, a material adverse effect on our business
or financial condition; however, additional legal and tax claims may arise from
time to time, and it is possible that our cash flows and results of operations
could be affected from time to time by the resolution of one or more of such
matters.

We are subject to construction defect and home warranty claims arising in
the ordinary course of business. These claims are common in the homebuilding
industry and can be costly. In addition, the costs of insuring against
construction defects and product liability claims are high, the amount of
coverage offered by insurance companies is currently limited, and the amounts of
deductibles and self-insured retentions are high. There can be no assurance that
this coverage will not be further restricted or become more costly. If we are
not able to obtain adequate insurance against these claims, we may experience
losses that could hurt our business.

There is intense competition to attract and retain management and key
employees in the markets where our operations are conducted. Our business could
be adversely affected if we are unable to recruit or retain key personnel in one
or more of the markets in which we conduct our operations.

HouseRaising's Typical Builder Candidate:

The small homebuilder/entrepreneur is the number one candidate for becoming a
HouseRaising Builder. These dedicated homebuilders manage 2 to 4 home projects
annually because they love it, and because building someone's home allows them a
way to express their creative talents. The builders are usually skilled in the
art of building, own a pick up and tools required to build a quality home.
Currently, there are 12,000 licensed homebuilders in North Carolina alone that
bid against each other on complex design/build projects. The majority of
homebuilder/ entrepreneurs fail because they cannot control their projects.
They usually earn less money per year than the subcontractors they employ to
erect the homes they build. HouseRaising recruits these builders into a
well-organized operation, where they can focus on building quality homes at fair
prices.

Builder Relationships:

Builder Relationship, In-House: Functioning in Management Platform #5, In-House
- ------------------------------
Builders manage HouseRaising home projects as employees in the regional
HouseRaising operation. These builders receive a weekly salary or draw and
obtain state licenses, listing themselves on HouseRaising's regional
homebuilding license.

Builder Relationship, Partner: Functioning in Management Platform #5, a Builder
- -----------------------------
Partner is one who has entered into a contract and developed a full-time
business relationship with a HouseRaising Regional franchise to build
HouseRaising homes. Profits created in these relationships divide on a 50%
basis between Builder and HouseRaising regional operation.

Builder Relationship, Associate: Functioning in Management Platform #5, Builder
- -------------------------------
Associates are homebuilders conducting independently owned businesses as
HouseRaising builders. These builders build only HouseRaising projects,
maintaining 100% of profits, paying HouseRaising fees for services on a project
basis.

Builder Relationship, Independent: Builders functioning independently, not 100%
- ---------------------------------
involved with HouseRaising projects. Independent builder relationships pay fees
to HouseRaising on a contract-by-contract basis. These relationships are in
locations whereby HouseRaising does not yet have a regional operation in place.

HouseRaising Creates Profiles of all Accredited Builders Maintained on
HouseRaising's Website:

In areas where HouseRaising does not yet have regional operations, where only
builder associates and independent builder relationships function, contacts go
directly to Homebuilders. In areas where regional staff members are in place,
HouseRaising manages sales through in-house personnel.

In all design/build transactions, regardless of builder relationship or
- -----------------------------------
classification, HouseRaising conducts support and services through six (6)
Management Platforms providing checks and balances for the design/build project.
Sales are introduced to HouseRaising through MP1; Prices are set, plans and
contracts developed in MP2; Working drawings, budgets, loan approvals, etc. are
provided by MP3; Financing, managing accounts payables, job costs and payment
disbursements are managed in MP4; the builder assigned the project functions as
MP5; and HouseRaising personnel provide review and reconciliation services in
MP6.

Builder Certification: A qualification and training process required to build
HouseRaising homes.

Three Builder Classifications:
Builder, Division I: A licensed individual qualified and trained to build homes
- -------------------
and renovation projects designed with specifications and floor plan details that
range in price from the $150,000's to $499,000.

Builder, Division II: A licensed individual qualified and trained to build
- ----------------------
homes and renovation projects designed with specifications and floor plan
details that range in price from $500,000 to $999,000.
Builder, Division III: A licensed individual qualified and trained to build
estate homes priced from $1 million.

Employees:

HouseRaising currently has 5 employees. They consist of management employees
who have been with HouseRaising since its inception.

ITEM 15. ACQUISITION OR DISPOSITION OF PROPERTY

No action is to be taken by the Company with respect to the acquisition or
disposition of any property.

ITEM 16. RESTATEMENT OF ACCOUNTS

No action is to be taken by the Company with respect to the restatement of any
asset, capital, or surplus account of the Company.

ITEM 17. ACTION WITH RESPECT TO REPORTS

No action is to be taken by the Company with respect to any report of the
Company or of its directors, officers, or committees or any minutes of a
meeting of its security holders.

ITEM 18. MATTERS NOT REQUIRED TO BE SUBMITTED

No action is to be taken by the Company with respect to any matter which is
not required to be submitted to a vote of security holders. Management
does not know of any other matters which may come before this meeting.
However, if any other matters are properly presented to the meeting, it is the
intention of the officers and directors named in the accompanying information
statement to vote, or otherwise act, in accordance with their judgment on
such matters.

ITEM 19. AMENDMENT OF ARTICLES, BYLAWS OR OTHER DOCUMENTS

Action will be taken by the Company with respect to the amendment of articles of
incorporation of the Company, whereby the name of the company will be changed
from "Technology Connections, Inc." to "HouseRaising, Inc." and an amendment
will be made to designate the Class A Voting Convertible Preferred Stock.
Approval of these amendments will not result in any other material amendment or
change to the Company's Articles of Incorporation. The amendments are proposed
in conjunction with the Merger Agreement between the Company, HouseRaising and
the HouseRaising Stockholders. A copy of the proposed Amendments to the
Articles of Incorporation are attached as Exhibit 3 and 4 hereto.

ITEM 20. OTHER PROPOSED ACTION

No action is to be taken by the Company on any matter not specifically
referred to in this Schedule 14C.

ITEM 21. VOTING PROCEDURES

The Board of Directors has fixed March 31, 2004, as the record date for the
determination of shareholders entitled to vote at the meeting. At the close
of business on that date there were outstanding and entitled to vote
2,352,893 shares of Common Stock entitled to one (1) vote per share. The
affirmative vote of the holders of a majority of the Company's Common Stock is
required to approve each of the three proposals.

The directors, officers, affiliates and five percent holders of the Company as a
group own or may be deemed to control 1,538,350 shares of Common Stock,
constituting approximately 65.4% percent of the outstanding shares of Common
Stock. Each of the directors, nominated directors and officers has indicated
his or her intent to vote all shares of Common Stock owned by him or her in
favor of each item set forth herein.

ITEM 22. INFORMATION REQUIRED IN INVESTMENT COMPANY PROXY STATEMENT

Not applicable

ITEM 3. INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED
UPON.

Kevin Kyzer, Chairman and President of the Company, owns 426,350 shares,
representing 18.1% of the outstanding shares, of common stock of the Company.
Mr. Kyzer will also receive an additional 100,000 shares, representing 4.3% of
the outstanding shares, of common stock of the Company for consulting services
in connection with the Merger. Finally, Mr. Kyzer is a member nominee to the
Board of Directors that will be elected at the Special Shareholders' Meeting and
he has been appointed Zone Operations Officer of HouseRaising.

Stacey Kyzer, Vice President, Secretary and Director of the Company, owns
392,000 shares, representing 16.7% of the outstanding shares, of common stock of
the Company. She will resign her positions with the Company at closing.

Four of the nominees for election as a director of the Company own shares of
Class A or Class B Common Stock of HouseRaising, as set forth in Item 6 above,
and will receive shares of Common Stock and Class A Voting Convertible Preferred
Stock in the Merger in the ratio of one (1) share of Common Stock of the Company
and 0.036645 shares of Class A Voting Convertible Preferred Stock of the Company
for each HouseRaising common share.

THIS INFORMATION STATEMENT IS PROVIDED TO YOU
FOR INFORMATIONAL PURPOSES ONLY. NO ACTION ON YOUR
PART IS SOUGHT OR REQUIRED.

PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
SAFE HARBOR COMPLIANCE STATEMENT
FOR FORWARD LOOKING STATEMENTS

In passing the Private Securities Litigation Reform Act of 1995 (the "Reform
Act"), 15 U.S.C.A. Sections 77z 2 and 78u 5 (Supp. 1996), Congress encouraged
public companies to make "forward looking statements" by creating a safe
harbor to protect companies from securities law liability in connection with
forward looking statements. Technology Connections, Inc. (the "Company")
intends to qualify both its written and oral forward looking statements for
protection under the Reform Act and any other similar safe harbor provisions.

"Forward looking statements" are defined by the Reform Act. Generally, forward
looking statements include expressed expectations of future events and the
assumptions on which the expressed expectations are based. All forward looking
statements are inherently uncertain as they are based on various expectations
and assumptions concerning future events and they are subject to numerous known
and unknown risks and uncertainties which could cause actual events or results
to differ materially from those projected. Due to those uncertainties and risks,
the investment community is urged not to place undue reliance on written or oral
forward looking statements of the Company. The Company undertakes no obligation
to update or revise this Safe Harbor Compliance Statement for Forward Looking
Statements (the "Safe Harbor
Statement") to reflect future developments. In addition, the Company undertakes
no obligation to update or revise forward looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes to future
operating results over time.

The Company provides the following risk factor disclosure in connection with its
continuing effort to qualify its written and oral forward looking statements for
the safe harbor protection of the Reform Act and any other similar safe harbor
provisions.

VOLATILITY OF STOCK PRICE

The Company believes factors such as the Company's liquidity and financial
resources and quarter to quarter and year to year variations in financial
results could cause the market price of the Company Common Stock to fluctuate
substantially. Any adverse announcement with respect to such matters or any
shortfall in revenue or earnings from levels expected by Management could have
an immediate and material adverse effect on the trading price of the Company's
Common Stock in any given period. As a result, the market for the Company's
Common Stock may experience material adverse price and volume fluctuations and
an investment in the Company's Common Stock is not suitable for any investor who
is unwilling to assume the risk associated with any such price and volume
fluctuations.

ITEM 4. OTHER AND GENERAL INFORMATION.

Our Annual Report on Form 10-KSB, for the year ended December 31, 2003,
including audited financial statements as of that date, and our Quarterly Report
on Form 10QSB, for the quarter ended September 30, 2003, are available from us
on request. Further information is available by request or can be accessed on
the Internet. We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files annual and quarterly reports, proxy statements and other
information with the Securities Exchange Commission (the "SEC"). Reports,
proxy statements and other information filed by TLGY can be accessed
electronically by means of the SEC's home page on the Internet at
ttp://www.sec.gov or at other Internet sites such as http://www.freeedgar.com or
http://www.pinksheets.com.

You can read and copy any materials that we file with the SEC at the SEC'S
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. A copy
of any public filing is also available, at no charge, from the Company.

ITEM 5. DOCUMENTS INCORPORATED BY REFERENCE.

(a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 2003 is hereby incorporated by reference.

(b) The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2003 is hereby incorporated by reference.

TECHNOLOGY CONNECTIONS, INC.

By /s/ Kevin Kyzer
-----------------
Kevin Kyzer
President

Dated: May 1, 2004

By the order of the Board of Directors

By /s/ Kevin Kyzer
-----------------
Kevin Kyzer
Chairman

EXHIBIT INDEX

Exhibit
Number Description
- ------ -----------

1. Article 13 of the North Carolina Business Corporation Act
2. Agreement and Plan of Merger, dated February 19, 2004
3. Articles of Amendment to Articles of Incorporation to Change Name
4. Articles of Amendment for Class A Voting Convertible Preferred Stock
5. Annual Report on Form 10-KSB for the year ended December 31, 2003 of
Technology Connections, Inc.