SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            Form S-8
                     Registration Statement
                           Under the
                     Securities Act of 1933

               TECHNOLOGY ACQUISITION CORPORATION
    (Exact Name of Registrant as specified in its Charter.)

State   of   Nevada                               870299034
State or Other Jurisdiction       (IRS Employer Identification No.)
of Incorporation or Organization

      2807 Allen Street, Suite 713, Dallas, Texas 75204
   (Address of Principal Executive Offices)       (Zip Code)

                Payment of Officer Compensation
                    (Full Title of the Plan)

      Mr. Wilhelm H. Liesner, 2807 Allen Street, Suite 713,
   Dallas, Texas 75204 (Name and Address of Agent for Service)

                         (214) 948-2990
 (Telephone Number, Including Area Code, of Agent for Service)

     If  any of the securities being registered on this Form  are
to  be offered on a delayed or continuous basis pursuant to  Rule
415  under  the  Securities Act of 1933,  other  than  securities
offered only in connection with dividend or interest reinvestment
plans, check the following line: ______.
                CALCULATION OF REGISTRATION FEE
                            Proposed       Proposed
Title of       Amount       Max. Offering  Maximum          Amount of
securities to  to be        Price          Aggregate        Registration
be Registered  Registered(1)Per Share      Offering Price(2)Fee (2)
Common Stock   1,500,000    $0.01          $15,000          $1.90

(1)  Consists of 1,500,000 shares issued to the Company's President in
consideration for his services and in lieu of cash compensation,  as
approved by the Company's Board of Directors.
(2) The Proposed Maximum Aggregate Offering Price is estimated solely
for the purpose of calculating the registration fee pursuant to Rule
457 and based on the closing price of the Company's common stock.

                             PART  I
                     INFORMATION REQUIRED IN THE
                       SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.

  On  February  18, 2004, the Company's Board of Directors  approved
the  award  of  1,500,000 shares of the Company's  Common  Stock  to
Wilhelm  H.  Liesner, the Company's President, in consideration  for
his services to the Company and in lieu of cash compensation.

  The  document containing the information specified in  Part  I  of
Form  S-8  will  be  sent  or given to the  Company's  President  as
specified  by  Rule  428(b)(1) promulgated  by  the  Securities  and
Exchange Commission (the "Commission") under the Securities  Act  of
1933  (the "Securities Act").  Such document is not being filed with
the   Commission,   but  constitute  (along   with   the   documents
incorporated  by reference into the Registration Statement  pursuant
to  Item  3  of  Part  II  hereof),  a  prospectus  that  meets  the
requirements of Section 10(a) of the Securities Act.

Item 2.  Registration Information and Employee Plan Annual Information

  The  Company  hereby undertakes to provide the  President  without
charges,  upon written or oral request, with copies of all documents
incorporated  by reference in Item 3 of Part II of this Registration
Statement.   Such  documents are incorporated by  reference  in  the
Section  10(a) prospectus.  Other documents required to be delivered
to the President pursuant to Rule 428(b) under the Securities Act of
1933 are also available without charge upon written or oral request.
Requests  for documents should be addressed to the Company  at  2807
Allen  Street, Suite 713, Dallas, Texas 75204.  Telephone:  214-948-
2990.

                               PART II
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference

  The  following documents previously filed by the Company with  the
Commission   are   hereby  incorporated  by  reference   into   this
Registration Statement:

  (a)  The  Company's  Annual Report filed on Form  10-KSB  for  the
       fiscal  year  ending  March  31, 2003 (the  "Annual  Report")
       filed  by  the Company under the Securities Exchange  Act  of
       1934;

  (b)  All other reports filed pursuant to Section 13(a) or 15(d) of
       the Exchange act since the end of the fiscal year covered  by
       the Annual Report referred to in (a) above.



  All  documents  filed by the Company pursuant to  Sections  13(a),
13(c),  14  or  15(d) of the Securities Exchange  Act  of  1934,  as
amended, subsequent to the date hereof and prior to the filing of  a
post-effective amendment which indicates that all securities offered
hereby  have been sold or which de-registers all securities  covered
hereby  then remaining unsold shall be deemed to be incorporated  by
reference  herein and to be part hereof from the date of  filing  of
such  documents,  except as to any portion of any future  Annual  or
Quarterly  Report to Stockholders which is deemed to be modified  or
superseded for purposes of this Registration Statement to the extent
that such statement is replaced or modified by a statement contained
in  a  subsequently  dated  document incorporated  by  reference  or
contained in this Registration Statement.

Item 4.   Description of Securities

     The Common Stock are securities which are registered under Section
12(g) of the Securities Exchange Act of 1934.

Item 5.  Interests of Named Experts and Counsel

     Not Applicable.

Item 6.  Indemnification of Directors and Officers

     Pursuant  to  Section 78.7501 of the Nevada Revised Statutes,  the
Company  has  the power to indemnify any person made  a  party  to  any
lawsuit  by  reason of being a director or officer or  serving  at  the
Company's request as a director, officer, employee, or agent of another
corporation,  partnership, joint venture, trust,  or  other  enterprise
against  expenses  (including attorney's fees),  judgments,  fines  and
amounts paid in settlement actually and reasonably incurred by  him  in
connection with such actions, suit, or proceeding if he acted  in  good
faith and in a manner he reasonably believed to be in or not opposed to
the  best interests of the corporation and with respect to any criminal
action  or  proceeding, had no reasonable cause to believe his  conduct
was  unlawful.   Insofar as indemnification for liabilities  under  the
Securities  Act  of  1933 may be permitted to directors,  officers,  or
other  persons  controlling  the  Company  pursuant  to  the  foregoing
provisions,  the Company has been informed that in the opinion  of  the
Commission, such indemnification is against public policy as  expressed
in the Securities Act of 1933 and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed

     Not Applicable.

Item 8.  Exhibits

     The  following  is  a list of Exhibits filed as  a  part  of  this
Registration Statement:

     5.1  Opinion of William M. Aul, Esq. regarding the legality of the
          securities registered hereunder.

     23.1 Consent of Clancy and Co. P.L.L.C.

     23.2 Consent of Legal Counsel (included as part of Exhibit 5.1)

Item 9.   Undertakings

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are
               being made, a post-effective amendment to this
               Registration Statement:

               (i)  To include any prospectus required by Section
                    10(a)(3) of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of the Registration
                    Statement (or the most recent post-effective
                    amendment thereof) which, individually or in the
                    aggregate, represent a fundamental change in the
                    information set forth in the Registration Statement.
                    Notwithstanding the forgoing, any increase or
                    decrease in volume of securities offered (if the
                    total dollar value of securities offered would not
                    exceed that which was registered) and any deviation
                    from the low or high end of the estimated maximum
                    offering range may be reflected in the form of
                    prospectus filed with the Commission pursuant to
                    Rule 424(b) if, in the aggregate, the changes in
                    volume and price represent no more than a 2 percent
                    change in the maximum aggregate offering price set
                    forth in the "Calculation of Registration Fee"
                    table in the effective Registration Statement.

               (iii)To include any material information with respect to
                    the plan of distribution not previously disclosed
                    in the Registration Statement or any material change
                    to such information in the Registration Statement;
                    provided, however, that paragraphs (1)(a)(i) and
                    (1)(a)(ii)do not apply if the Registration Statement
                    is on Form S-3, S-8, or Form F-3, and the
                    information required to be included in a post-
                    effective amendment by those paragraphs is contained
                    in periodic reports filed with or furnished to the
                    Commission by the registrant pursuant to Section 13
                    or 15(d) of the Securities Exchange Act of 1934 that
                    are incorporated by reference in the Registration
                    Statement. That, for the purpose of determining
                    any liability under the Securities Act of 1933,
                    each such post-effective amendment shall be deemed
                    to be a new registration statement relating to the
                    securities offered therein, and the offering of
                    such securities at that time shall be deemed to
                    be the initial bonafide offering thereof.

(1)  To remove from registration by means of a post-effective amendment
any  of  the  securities being registered which remain  unsold  at  the
termination of the offering.

(2)  The undersigned registrant hereby undertakes that, for purposes of
determining  a liability under the Securities Act of 1933, each  filing
of  the registrant's annual report pursuant to Section 13(a) or Section
15(d)  of  the Securities Exchange act of 1934 (and, where  applicable,
each  filing  of an employee benefit plan's annual report  pursuant  to
Section  15(d)  of  the  Securities  Exchange  Act  of  1934)  that  is
incorporated by reference in the Registration Statement shall be deemed
to  be  a new Registration Statement relating to the securities offered
therein,  and  the offering of such securities at that  time  shall  be
deemed to be the initial bonafide offering thereof.

(3)   Insofar  as  indemnification for liabilities  arising  under  the
Securities  Act  of 1933 may be permitted to directors,  officers,  and
controlling  persons  of  the  registrant  pursuant  to  the  foregoing
provisions, or otherwise, the registrant has been advised that  in  the
opinion  of the Securities and Exchange Commission such indemnification
is  against  public policy as expressed in the Act and  is,  therefore,
unenforceable.   In the event that a claim for indemnification  against
such  liabilities (other than by payment by the registrant of  expenses
incurred or paid by a director, officer, or controlling person  of  the
registrant in the successful defense of any action, suit or proceeding)
is  asserted  by  such  director, officer,  or  controlling  person  in
connection  with the securities being registered, the registrant  will,
unless  in  the opinion of its counsel the matter has been  settled  by
controlling  precedent,  submit to a court of appropriate  jurisdiction
the  question  whether  such indemnification by it  is  against  public
policy  as  expressed  in the Act and will be  governed  by  the  final
adjudication of such issue.
                              SIGNATURES

     Pursuant  to the requirements of the Securities Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that  it
meets  all  of  the requirements for filing of Form S-8  and  has  duly
caused  this Registration Statement to be signed on its behalf  of  the
undersigned, thereunto duly authorized, in the City of Dallas, state of
Texas, on April 2, 2004

TECHNOLOGY ACQUISITION CORPORATION
     (Registrant)


By:    /s/ Wilhelm H. Liesner                President
     Wilhelm H. Liesner                 (Principal Executive Officer)

     Pursuant  to the requirements of the Securities Act of 1933,  this
Registration  Statement has been signed below by the following  persons
in the capacities and on the dates indicated.

     Name
                                        Title

By:    /s/ Tanja Leonard                Secretary and Treasurer
     Tanja Leonard                      (Principal Financial and
                                        Accounting Officer)

By:    /s/ Wilhelm H. Liesner           Director
     Wilhelm H. Liesner



By:    /s/ Walter Brinkmann             Director
     Walter Brinkman



By:    /s/ Charles W. Conn              Director
     Charles W. Conn




                         INDEX TO EXHIBITS

Exhibit No.             Description


5.1                     Opinion of William M. Aul, Esq.

23.1.                   Consent of Clancy and Co., P.L.L.C.

23.2                    Consent   of  Legal   Counsel
                        (included as part of Exhibit 5.1)




















Exhibit 5.1

                           William M. Aul
                          Attorney At Law
                7676 Hazard Center Drive, Suite 500
                    San Diego, California 92108
                      Telephone (619) 497-2555
                     Telecopier (619) 542-0555

                                   April 2, 2004

Mr. Wilhelm H. Liesner
President &
The Board of Directors
Technology Acquisition Corporation
2807 Allen Street, Suite 713
Dallas, Texas 75204

          RE:       Opinion of Counsel; Consent of Counsel;
               Issuance of Common Stock Pursuant to Form S-8
               Registration Statement & Securities Act of 1933

Dear Mr. Liesner:

          I have conducted a review of the Registration Statement
No.   33-__  on  Form  S-8  (the  "Registration  Statement")  for
Technology  Acquisition  Corporation, a Nevada  corporation  (the
"Company")  to  be  filed with the U.S. Securities  and  Exchange
Commission  to  be  filed with the U.S. Securities  and  Exchange
Commission (the "Commission") pursuant to the Securities  Act  of
1933 (the "Act").

          The  Registration Statement is for the registration  of
1,500,000  shares of the Company's Common Stock to be  issued  in
accordance with the resolution adopted by the Company's Board  of
Directors and the oral understanding you have with the  Board  of
Directors (the "Agreement").

          In rendering the following opinion, I have examined and
relied  upon  the  documents, and certificates  of  officers  and
directors  of the Company as are described below.  In the  course
of  my  examination,  I  have assumed  that  all  signatures  and
documents provided by the Company are genuine and authentic as if
the  same  were  accurate and complete originals  and  that  each
document examined conforms in its entirety with the original copy
of  the  documents.   My  review and inquiry  was  based  on  the
following documents:





Page Two
Mr. Wilhelm H. Liesner
April 2, 2004

  (A) The Company's Certificate of Incorporation, as amended;

  (B) The Company's By-laws, as amended;

  (C)  The  Resolution of the Board of Directors of  the  Company
authorizing the issuance of the Shares pursuant to the Agreement;
and

  (D)  The Registration Statement.

     I  have  not  undertaken,  nor  do  I  intend  to  undertake,  any
independent  review  or  inquiry into any other  matters,  records,  or
documents.   I also do not intend to undertake any further  efforts  to
verify  the accuracy, completeness, or conformity of the copies that  I
have  received  and which have been represented as accurate,  complete,
and in conformity with the originals.

                              Opinion
     On  this  basis, it is my opinion that the Shares of the Company's
Common Stock to be issued under the Agreement, subject to effectiveness
of  the Registration Statement and compliance with applicable blue  sky
laws,  and  when  issued pursuant to the Agreement, will  be  duly  and
validly  authorized,  fully  paid, and non-assessable.   I  express  no
opinion as to compliance with the securities or "blue sky" laws of  any
state  or  other  jurisdiction in which the Shares are proposed  to  be
offered  and  sold  or as to the effect, if any, of any  non-compliance
with such laws might have on the validity of the issuance of the Shares
or the actions of the Company in connection with such matters.

     I  consent  to  the filing of this Opinion as an  exhibit  to  any
filing  made with the U.S. Securities and Exchange Commission or  under
any  state  or other jurisdiction's securities act for the  purpose  of
registering,  qualifying, or establishing eligibility for an  exemption
from  registration  or  qualification of the Shares  described  in  the
Registration  Statement  in  connection  with  the  Offering  described
therein.   Other  than  as  provided in the  preceding  sentence,  this
opinion is: (a) addressed solely to you; (b) may not be relied upon  by
any other party; (c) covers only matters of federal law and nothing ion
this  opinion  shall  be  deemed to apply to  the  laws  of  any  other
jurisdiction; (d) not be quoted or relied upon for any other purpose or
by any other person.

     With your receipt of this Opinion, you and the Company acknowledge
and  agree  that  I am not an expert with respect to any  part  of  the
Registration  Statement or Prospectus within the meaning  of  the  term
"expert"  as  used in Section 11 of the Securities Act of 1933  or  the
Rules  and  Regulations  promulgated by  the  Securities  and  Exchange
Commission thereunder.

                                        Sincerely,
                                        William M. Aul



















































     Exhibit 23.1


                      CLANCY AND CO., P.L.L.C.
                    Certified Public Accountants
                      2935 E. Clarendon Avenue
                       Phoenix, Arizona 85016



The Board of Directors
Technology Acquisition Corporation
2807 Allen Street, Suite 713
Dallas, Texas 75204



          RE:  Consent to Use Our Audited Financial Statements as
               an  Exhibit to Technology Acquisition Corporation,
               Form S-8 Registration Statement

To the Board of Directors,

     We  hereby consent to the incorporation by reference in this
Registration   Statement  on  Form  S-8  of our report, dated
May 17, 2003 with respect to the financial statements of Technology
Acquisition Corporation, a Nevada corporation.  The audited financial
statements of Technology Acquisition Corporation were included in the
Company's Annual Report for the year ended March 31, 2003 on Form 10-
KSB filed with the Securities and Exchange Commission.


Yours truly,

/s/ Clancy and Co., P.L.L.C.

Clancy and Co., P.L.L.C




Phoenix, Arizona
April 5, 2004
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SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            Form S-8
                     Registration Statement
                           Under the
                     Securities Act of 1933

               TECHNOLOGY ACQUISITION CORPORATION
    (Exact Name of Registrant as specified in its Charter.)

State   of   Nevada                               870299034
State or Other Jurisdiction       (IRS Employer Identification No.)
of Incorporation or Organization

      2807 Allen Street, Suite 713, Dallas, Texas 75204
   (Address of Principal Executive Offices)       (Zip Code)

                Payment of Officer Compensation
                    (Full Title of the Plan)

      Mr. Wilhelm H. Liesner, 2807 Allen Street, Suite 713,
   Dallas, Texas 75204 (Name and Address of Agent for Service)

                         (214) 948-2990
 (Telephone Number, Including Area Code, of Agent for Service)

     If  any of the securities being registered on this Form  are
to  be offered on a delayed or continuous basis pursuant to  Rule
415  under  the  Securities Act of 1933,  other  than  securities
offered only in connection with dividend or interest reinvestment
plans, check the following line: ______.
                CALCULATION OF REGISTRATION FEE
                            Proposed       Proposed
Title of       Amount       Max. Offering  Maximum          Amount of
securities to  to be        Price          Aggregate        Registration
be Registered  Registered(1)Per Share      Offering Price(2)Fee (2)
Common Stock   1,500,000    $0.01          $15,000          $1.90

(1)  Consists of 1,500,000 shares issued to the Company's President in
consideration for his services and in lieu of cash compensation,  as
approved by the Company's Board of Directors.
(2) The Proposed Maximum Aggregate Offering Price is estimated solely
for the purpose of calculating the registration fee pursuant to Rule
457 and based on the closing price of the Company's common stock.

                             PART  I
                     INFORMATION REQUIRED IN THE
                       SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

  On  February  18, 2004, the Company's Board of Directors  approved
the  award  of  1,500,000 shares of the Company's  Common  Stock  to
Wilhelm  H.  Liesner, the Company's President, in consideration  for
his services to the Company and in lieu of cash compensation.

  The  document containing the information specified in  Part  I  of
Form  S-8  will  be  sent  or given to the  Company's  President  as
specified  by  Rule  428(b)(1) promulgated  by  the  Securities  and
Exchange Commission (the "Commission") under the Securities  Act  of
1933  (the "Securities Act").  Such document is not being filed with
the   Commission,   but  constitute  (along   with   the   documents
incorporated  by reference into the Registration Statement  pursuant
to  Item  3  of  Part  II  hereof),  a  prospectus  that  meets  the
requirements of Section 10(a) of the Securities Act.

Item 2.  Registration Information and Employee Plan Annual Information

  The  Company  hereby undertakes to provide the  President  without
charges,  upon written or oral request, with copies of all documents
incorporated  by reference in Item 3 of Part II of this Registration
Statement.   Such  documents are incorporated by  reference  in  the
Section  10(a) prospectus.  Other documents required to be delivered
to the President pursuant to Rule 428(b) under the Securities Act of
1933 are also available without charge upon written or oral request.
Requests  for documents should be addressed to the Company  at  2807
Allen  Street, Suite 713, Dallas, Texas 75204.  Telephone:  214-948-
2990.

                               PART II
          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents By Reference

  The  following documents previously filed by the Company with  the
Commission   are   hereby  incorporated  by  reference   into   this
Registration Statement:

  (a)  The  Company's  Annual Report filed on Form  10-KSB  for  the
       fiscal  year  ending  March  31, 2003 (the  "Annual  Report")
       filed  by  the Company under the Securities Exchange  Act  of
       1934;

  (b)  All other reports filed pursuant to Section 13(a) or 15(d) of
       the Exchange act since the end of the fiscal year covered  by
       the Annual Report referred to in (a) above.

  All  documents  filed by the Company pursuant to  Sections  13(a),
13(c),  14  or  15(d) of the Securities Exchange  Act  of  1934,  as
amended, subsequent to the date hereof and prior to the filing of  a
post-effective amendment which indicates that all securities offered
hereby  have been sold or which de-registers all securities  covered
hereby  then remaining unsold shall be deemed to be incorporated  by
reference  herein and to be part hereof from the date of  filing  of
such  documents,  except as to any portion of any future  Annual  or
Quarterly  Report to Stockholders which is deemed to be modified  or
superseded for purposes of this Registration Statement to the extent
that such statement is replaced or modified by a statement contained
in  a  subsequently  dated  document incorporated  by  reference  or
contained in this Registration Statement.

Item 4.   Description of Securities

     The Common Stock are securities which are registered under Section
12(g) of the Securities Exchange Act of 1934.

Item 5.  Interests of Named Experts and Counsel

     Not Applicable.

Item 6.  Indemnification of Directors and Officers

     Pursuant  to  Section 78.7501 of the Nevada Revised Statutes,  the
Company  has  the power to indemnify any person made  a  party  to  any
lawsuit  by  reason of being a director or officer or  serving  at  the
Company's request as a director, officer, employee, or agent of another
corporation,  partnership, joint venture, trust,  or  other  enterprise
against  expenses  (including attorney's fees),  judgments,  fines  and
amounts paid in settlement actually and reasonably incurred by  him  in
connection with such actions, suit, or proceeding if he acted  in  good
faith and in a manner he reasonably believed to be in or not opposed to
the  best interests of the corporation and with respect to any criminal
action  or  proceeding, had no reasonable cause to believe his  conduct
was  unlawful.   Insofar as indemnification for liabilities  under  the
Securities  Act  of  1933 may be permitted to directors,  officers,  or
other  persons  controlling  the  Company  pursuant  to  the  foregoing
provisions,  the Company has been informed that in the opinion  of  the
Commission, such indemnification is against public policy as  expressed
in the Securities Act of 1933 and is therefore unenforceable.

Item 7.  Exemption from Registration Claimed

     Not Applicable.

Item 8.  Exhibits

     The  following  is  a list of Exhibits filed as  a  part  of  this
Registration Statement:

     5.1  Opinion of William M. Aul, Esq. regarding the legality of the
          securities registered hereunder.

     23.1 Consent of Clancy and Co. P.L.L.C.

     23.2 Consent of Legal Counsel (included as part of Exhibit 5.1)

Item 9.   Undertakings

     (a)  The undersigned registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are
               being made, a post-effective amendment to this
               Registration Statement:

               (i)  To include any prospectus required by Section
                    10(a)(3) of the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events
                    arising after the effective date of the Registration
                    Statement (or the most recent post-effective
                    amendment thereof) which, individually or in the
                    aggregate, represent a fundamental change in the
                    information set forth in the Registration Statement.
                    Notwithstanding the forgoing, any increase or
                    decrease in volume of securities offered (if the
                    total dollar value of securities offered would not
                    exceed that which was registered) and any deviation
                    from the low or high end of the estimated maximum
                    offering range may be reflected in the form of
                    prospectus filed with the Commission pursuant to
                    Rule 424(b) if, in the aggregate, the changes in
                    volume and price represent no more than a 2 percent
                    change in the maximum aggregate offering price set
                    forth in the "Calculation of Registration Fee"
                    table in the effective Registration Statement.

               (iii)To include any material information with respect to
                    the plan of distribution not previously disclosed
                    in the Registration Statement or any material change
                    to such information in the Registration Statement;
                    provided, however, that paragraphs (1)(a)(i) and
                    (1)(a)(ii)do not apply if the Registration Statement
                    is on Form S-3, S-8, or Form F-3, and the
                    information required to be included in a post-
                    effective amendment by those paragraphs is contained
                    in periodic reports filed with or furnished to the
                    Commission by the registrant pursuant to Section 13
                    or 15(d) of the Securities Exchange Act of 1934 that
                    are incorporated by reference in the Registration
                    Statement. That, for the purpose of determining
                    any liability under the Securities Act of 1933,
                    each such post-effective amendment shall be deemed
                    to be a new registration statement relating to the
                    securities offered therein, and the offering of
                    such securities at that time shall be deemed to
                    be the initial bonafide offering thereof.

(1)  To remove from registration by means of a post-effective amendment
any  of  the  securities being registered which remain  unsold  at  the
termination of the offering.

(2)  The undersigned registrant hereby undertakes that, for purposes of
determining  a liability under the Securities Act of 1933, each  filing
of  the registrant's annual report pursuant to Section 13(a) or Section
15(d)  of  the Securities Exchange act of 1934 (and, where  applicable,
each  filing  of an employee benefit plan's annual report  pursuant  to
Section  15(d)  of  the  Securities  Exchange  Act  of  1934)  that  is
incorporated by reference in the Registration Statement shall be deemed
to  be  a new Registration Statement relating to the securities offered
therein,  and  the offering of such securities at that  time  shall  be
deemed to be the initial bonafide offering thereof.

(3)   Insofar  as  indemnification for liabilities  arising  under  the
Securities  Act  of 1933 may be permitted to directors,  officers,  and
controlling  persons  of  the  registrant  pursuant  to  the  foregoing
provisions, or otherwise, the registrant has been advised that  in  the
opinion  of the Securities and Exchange Commission such indemnification
is  against  public policy as expressed in the Act and  is,  therefore,
unenforceable.   In the event that a claim for indemnification  against
such  liabilities (other than by payment by the registrant of  expenses
incurred or paid by a director, officer, or controlling person  of  the
registrant in the successful defense of any action, suit or proceeding)
is  asserted  by  such  director, officer,  or  controlling  person  in
connection  with the securities being registered, the registrant  will,
unless  in  the opinion of its counsel the matter has been  settled  by
controlling  precedent,  submit to a court of appropriate  jurisdiction
the  question  whether  such indemnification by it  is  against  public
policy  as  expressed  in the Act and will be  governed  by  the  final
adjudication of such issue.
                              SIGNATURES

     Pursuant  to the requirements of the Securities Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that  it
meets  all  of  the requirements for filing of Form S-8  and  has  duly
caused  this Registration Statement to be signed on its behalf  of  the
undersigned, thereunto duly authorized, in the City of Dallas, state of
Texas, on April 2, 2004

TECHNOLOGY ACQUISITION CORPORATION
     (Registrant)

By:    /s/ Wilhelm H. Liesner                President
     Wilhelm H. Liesner                 (Principal Executive Officer)

     Pursuant  to the requirements of the Securities Act of 1933,  this
Registration  Statement has been signed below by the following  persons
in the capacities and on the dates indicated.

     Name
                                        Title

By:    /s/ Tanja Leonard                Secretary and Treasurer
     Tanja Leonard                      (Principal Financial and
                                        Accounting Officer)

By:    /s/ Wilhelm H. Liesner           Director
     Wilhelm H. Liesner

By:    /s/ Walter Brinkmann             Director
     Walter Brinkman

By:    /s/ Charles W. Conn              Director
     Charles W. Conn

                         INDEX TO EXHIBITS

Exhibit No.             Description

5.1                     Opinion of William M. Aul, Esq.

23.1.                   Consent of Clancy and Co., P.L.L.C.

23.2                    Consent   of  Legal   Counsel
                        (included as part of Exhibit 5.1)

Exhibit 5.1

                           William M. Aul
                          Attorney At Law
                7676 Hazard Center Drive, Suite 500
                    San Diego, California 92108
                      Telephone (619) 497-2555
                     Telecopier (619) 542-0555

                                   April 2, 2004

Mr. Wilhelm H. Liesner
President &
The Board of Directors
Technology Acquisition Corporation
2807 Allen Street, Suite 713
Dallas, Texas 75204

          RE:       Opinion of Counsel; Consent of Counsel;
               Issuance of Common Stock Pursuant to Form S-8
               Registration Statement & Securities Act of 1933

Dear Mr. Liesner:

          I have conducted a review of the Registration Statement
No.   33-__  on  Form  S-8  (the  "Registration  Statement")  for
Technology  Acquisition  Corporation, a Nevada  corporation  (the
"Company")  to  be  filed with the U.S. Securities  and  Exchange
Commission  to  be  filed with the U.S. Securities  and  Exchange
Commission (the "Commission") pursuant to the Securities  Act  of
1933 (the "Act").

          The  Registration Statement is for the registration  of
1,500,000  shares of the Company's Common Stock to be  issued  in
accordance with the resolution adopted by the Company's Board  of
Directors and the oral understanding you have with the  Board  of
Directors (the "Agreement").

          In rendering the following opinion, I have examined and
relied  upon  the  documents, and certificates  of  officers  and
directors  of the Company as are described below.  In the  course
of  my  examination,  I  have assumed  that  all  signatures  and
documents provided by the Company are genuine and authentic as if
the  same  were  accurate and complete originals  and  that  each
document examined conforms in its entirety with the original copy
of  the  documents.   My  review and inquiry  was  based  on  the
following documents:

Page Two
Mr. Wilhelm H. Liesner
April 2, 2004

  (A) The Company's Certificate of Incorporation, as amended;

  (B) The Company's By-laws, as amended;

  (C)  The  Resolution of the Board of Directors of  the  Company
authorizing the issuance of the Shares pursuant to the Agreement;
and

  (D)  The Registration Statement.

     I  have  not  undertaken,  nor  do  I  intend  to  undertake,  any
independent  review  or  inquiry into any other  matters,  records,  or
documents.   I also do not intend to undertake any further  efforts  to
verify  the accuracy, completeness, or conformity of the copies that  I
have  received  and which have been represented as accurate,  complete,
and in conformity with the originals.

                              Opinion
     On  this  basis, it is my opinion that the Shares of the Company's
Common Stock to be issued under the Agreement, subject to effectiveness
of  the Registration Statement and compliance with applicable blue  sky
laws,  and  when  issued pursuant to the Agreement, will  be  duly  and
validly  authorized,  fully  paid, and non-assessable.   I  express  no
opinion as to compliance with the securities or "blue sky" laws of  any
state  or  other  jurisdiction in which the Shares are proposed  to  be
offered  and  sold  or as to the effect, if any, of any  non-compliance
with such laws might have on the validity of the issuance of the Shares
or the actions of the Company in connection with such matters.

     I  consent  to  the filing of this Opinion as an  exhibit  to  any
filing  made with the U.S. Securities and Exchange Commission or  under
any  state  or other jurisdiction's securities act for the  purpose  of
registering,  qualifying, or establishing eligibility for an  exemption
from  registration  or  qualification of the Shares  described  in  the
Registration  Statement  in  connection  with  the  Offering  described
therein.   Other  than  as  provided in the  preceding  sentence,  this
opinion is: (a) addressed solely to you; (b) may not be relied upon  by
any other party; (c) covers only matters of federal law and nothing ion
this  opinion  shall  be  deemed to apply to  the  laws  of  any  other
jurisdiction; (d) not be quoted or relied upon for any other purpose or
by any other person.

     With your receipt of this Opinion, you and the Company acknowledge
and  agree  that  I am not an expert with respect to any  part  of  the
Registration  Statement or Prospectus within the meaning  of  the  term
"expert"  as  used in Section 11 of the Securities Act of 1933  or  the
Rules  and  Regulations  promulgated by  the  Securities  and  Exchange
Commission thereunder.

                                        Sincerely,
                                        William M. Aul

     Exhibit 23.1

                      CLANCY AND CO., P.L.L.C.
                    Certified Public Accountants
                      2935 E. Clarendon Avenue
                       Phoenix, Arizona 85016

The Board of Directors
Technology Acquisition Corporation
2807 Allen Street, Suite 713
Dallas, Texas 75204

          RE:  Consent to Use Our Audited Financial Statements as
               an  Exhibit to Technology Acquisition Corporation,
               Form S-8 Registration Statement

To the Board of Directors,

     We  hereby consent to the incorporation by reference in this
Registration   Statement  on  Form  S-8  of our report, dated
May 17, 2003 with respect to the financial statements of Technology
Acquisition Corporation, a Nevada corporation.  The audited financial
statements of Technology Acquisition Corporation were included in the
Company's Annual Report for the year ended March 31, 2003 on Form 10-
KSB filed with the Securities and Exchange Commission.

Yours truly,

/s/ Clancy and Co., P.L.L.C.

Clancy and Co., P.L.L.C

Phoenix, Arizona
April 5, 2004