TECNOMATIC INTERNATIONAL CORP
8-K, 2000-11-30
BLANK CHECKS
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                        SECURITIES AND EXCHANGE COMMISSION


                              Washington, D.C. 20549


                                     FORM 8-K

                                  CURRENT REPORT


                      Pursuant to Section 13 or 15(d) of the
                             Securities Exchange Act

                                 November 7, 2000
                                  Date of Report
                        ---------------------------------
                        (Date of Earliest Event Reported)


                       TECNOMATIC INTERNATIONAL CORPORATION
              -----------------------------------------------------

                      (Exact Name of Registrant as Specified in
                                   its Charter)

                              923 15th Street, N.W.
                              Washington, D.C. 20005
                     ----------------------------------------

                     (Address of principal executive offices)



                                   202/628-2606
                          ------------------------------
                         (Registrant's telephone number)


    Delaware                   0-28951                         52-2201500
(State or other              (Commission                     (IRS Employer
jurisdiction of               File Number)                 Identification No.)

                       INDEPENDENT ACQUISITION CORPORATION
                               1504 R Street, N.W.
                              Washington, D.C. 20009

                         --------------------------------
                         (Former name and former address)

            ITEM 1.     CHANGES IN CONTROL OF REGISTRANT

                         (a) On November 7, 2000 the
            Registrant issued an aggregate of 59,900,000
            shares of its common stock and the
            Registrant redeemed 4,750,000 shares of its
            outstanding shares of common stock from its
            sole shareholder at a redemption price equal
            to the par value of the shares, $.0001 per
            share.  Incident to those transactions, new
            directors of the Registrant were elected and
            the Board of Directors accepted the
            resignation of the original officer and
            director of the Registrant.

                         The Registrant agreed to the
            change in control in light of the new
            management's anticipated business
            operations.  The Registrant had no assets or
            liabilities and in evaluating the change in
            control, new management placed a primary
            emphasis on the Registrant's  status as a
            reporting company under Section 12(g) of the
            Securities Exchange Act of 1934, as amended.

                         The new management of
            Tecnomatic International anticipates that it
            will participate in the acquisition of
            existing United States or European
            technology companies or formation of new
            technology companies concentrating on energy
            and water technology, bioremediation,
            biotechnology and telecommunications.

                    The following table contains
            information regarding the shareholdings of
            Tecnomatic International's current directors
            and executive officers and those persons or
            entities who beneficially own more than 5%
            of its common stock (giving effect to the
            exercise of any warrants held by each such
            person or entity which are exercisable
            within 60 days of the date of this report):

                         Number of shares of             Percent of
                         Common Stock Beneficially       Common Stock
Name                     Owned (1)                       Beneficially Owned(2)

Jacques de Groote              1,000,000                       1.8%
President and director

Vincenzo Carrieri               100,000                        *
Secretary/Treasurer and
   director

PowerTek Holdings SA (3)      50,000,000                     90.0%
3054 Rancho Boulevard
Suite H
Rancho Cordova, California 95742

Rocco Guarnaccia (4)           1,500,000                      2.7%
3054 Rancho Boulevard
Suite H
Rancho Cordova, California 95742

All executive officers and     1,100,000                     1.98%
directors of the Company
as a group (2 persons)

* Less than 1%
(1)     Includes options and warrants which are exercisable within 60 days of
        the date of this report.
(2)     Based upon 60,150,000 shares outstanding as of the date of this
        report.
(3)     An affiliated water and power systems development-stage Delaware
        company.  Jacques de Groote, President and a director of the
        Registrant, and Rocco Guarnaccia, a shareholder of the Registrant,
        are founders of PowerTek and serve on its board of directors.  Dr.
        Guarnaccia also serves as PowerTek Holdings' president.
(4)     Dr. Guarnaccia holds 1,000,000 shares directly and may be
        considered the beneficial owner of an additional 500,000 shares
        held by family members.  An additional 1,600,000 shares are
        held by other family members of Dr. Guarnaccia over which
        shares Dr. Guarnaccia disclaims any beneficial ownership.

            MANAGEMENT

                         The following table sets forth
            certain information regarding the members of
            the Registrant's board of directors and its
            executive officers:

                         Name          Age              Position

            Jacques de Groote         72         President and director

            Vincenzo Carrieri         31        Secretary/Treasurer and
                                                        director

                    Tecnomatic International's directors
            have been elected to serve until the next
            annual meeting of the stockholders of the
            Registrant and until their respective
            successors have been elected and qualified
            or until death, resignation, removal or
            disqualification.  The Registrant's
            Certificate of Incorporation provides that
            the number of directors to serve on the
            Board of Directors may be established, from
            time to time, by action of the Board of
            Directors.  Vacancies in the existing Board
            are filled by a majority vote of the
            remaining directors on the Board.  The
            Registrant's executive officers are
            appointed by and serve at the discretion of
            the Board of Directors.

                         JACQUES DE GROOTE serves as the
            President and a director of Tecnomatic
            International.  From 1995 to the present,
            Dr. de Groote has been in private economic
            development consulting.  From November, 1973
            to April, 1994, Dr. de Groote was appointed
            to serve as one of Executive Directors of
            the 24-member Executive Director Board of
            the International Monetary Fund as voting
            representative for, initially, Belgium,
            Austria, Luxembourg and Turkey.  His
            constituency also eventually included
            Belarus, the Czech Republic, Hungary,
            Kazakhstan, the Slovak Republic and
            Slovenia.  From November, 1973 to April,
            1994, Dr. de Groote was appointed to serve
            as one of the Executive Directors of the
            24-member Executive Director Board of three
            of the World Bank's five affiliated groups:
            The International Bank for Reconstruction
            and Development (IBRD), The International
            Finance Corporation (IFC), and The
            International Development Assistance (IDA).
            Dr. de Groote received his juris doctor
            degree from the University of Leuven,
            Belgium, and his Masters Degree in Economics
            from Cambridge University, England.

                         VINCENZO CARRIERI serves as the
            Secretary and Treasurer and a director of
            Tecnomatic International.  From 2000 to the
            present Mr. Carrieri has served as a
            management consultant to the Institute of
            Business Excellence, Dietikon/Zurich,
            Switzerland.  From 1997 to 2000, Mr.
            Carrieri served as a business consultant to
            Information Management Group, St. Gallen,
            Switzerland and from 1995 to 1997 he served
            as the vice-manager of the Albisriederplatz
            branch of the Swiss Bank Cooperation,
            Zurich.  From 1993 to 1995, Mr. Carrieri
            served as a consultant and key account
            manager for commercial accounts for CCZ
            Project Finance Ltd., Milan, Italy and from
            1990 to 1993 he served as credit-control
            manager and sales finance administrator,
            Switzerland, for Hewlett-Packard, Ltd.  In
            1989, Mr. Carrieri received a certificate of
            specialization in bank business and
            management from the School of Bank and
            Management, Union Bank of Switzerland.  In
            1994, Mr. Carrieri received a certificate of
            Swiss School of Business Administration from
            the Swiss School of Business Administration,
            Zurich.  In 1998, Mr. Carrieri received his
            Bachelor of Business degree from the
            Graduate School of Business Administration,
            Zurich and is currently a candidate for his
            Master of Business Administration degree
            from the Graduate School of Business
            Administration, Zuirich and the State
            University of New York at Albany.

            PROPERTY

                    The Registrant's United States
            headquarters are located in the offices of
            The Appian Group, a company of which Jacques
            de Groote, President of the Registrant, is
            the president at 923 15th Street, N.W.,
            Washington, D.C. 20005. Its telephone number
            is 202/628-2606.  The Registrant has
            arranged to utilize this space without
            charge until such time as it begins to
            generate income.  The Registrant also has
            offices in Switzerland.

            LITIGATION

                     There is no current outstanding
            litigation in which Tecnomatic International
            is involved other than routine litigation
            incidental to ongoing business.

            DESCRIPTION OF SECURITIES

                         Tecnomatic International's
            Certificate of Incorporation, by-laws and
            corporate governance are subject to the
            provisions of the Delaware General
            Corporation Law, as amended and interpreted
            from time to time.

            COMMON STOCK

                         Tecnomatic International is
            authorized to  issue 500,000,000 shares of
            common stock, $.0001 par value per share, of
            which 60,150,000 shares were outstanding as
            of the date of this report.

                         Holders of shares of common
            stock are entitled to one vote for each
            share on all matters to be voted on by the
            stockholders.  Holders of common stock do
            not have cumulative voting rights.  Holders
            of common stock are entitled to share
            ratably in dividends, if any, as may be
            declared from time to time by the Board of
            Directors in its discretion from funds
            legally available therefor.  In the event of
            a liquidation, dissolution or winding up of
            the Registrant, the holders of common stock
            are entitled to share pro rata all assets
            remaining after payment in full of all
            liabilities.

                         Holders of common stock have no
            preemptive rights to purchase the
            Registrant's common stock.  There are no
            conversion or redemption rights or sinking
            fund provisions with respect to the Common
            Stock.

            PREFERRED STOCK

                         Tecnomatic International is
            authorized to issue 100,000,000 shares of
            preferred stock, $.0001 par value per share.
            As of the date of this report, there were no
            shares of preferred stock outstanding.  The
            Board of Directors is authorized to provide
            for the issuance of shares of preferred
            stock in series and, by filing a certificate
            pursuant to the applicable law of the State
            of Delaware, to establish from time to time
            the number of shares to be included in each
            such series, and to fix the designation,
            powers, preferences and rights of the shares
            of each such series and the qualifications,
            limitations or restrictions thereof without
            any further vote or action by the
            shareholders.  Any shares of preferred stock
            so issued would have priority over the
            common stock with respect to dividend or
            liquidation rights.  Any future issuance of
            preferred stock may have the effect of
            delaying, deferring or preventing a change
            in control of Tecnomatic International
            without further action by the shareholders
            and may adversely affect the voting and
            other rights of the holders of common stock.
             At present, Tecnomatic International has no
            plans to issue any preferred stock nor adopt
            any series, preferences or other
            classification of preferred stock.

            MARKET FOR TECNOMATIC INTERNATIONAL'S SECURITIES

                         There is currently no trading
            market for Tecnomatic International's
            securities. Tecnomatic International intends
            to file a registration statement on Form
            SB-2, or such other form as may be required,
            to register certain of the securities held
            by its shareholders and such other
            securities as it may deem advisable.

                         After effectiveness of the
            registration statement, Tecnomatic
            International intends to apply for quotation
            of its securities on the NASD OTC Bulletin
            Board.  If Tecnomatic International's
            securities are not quoted on the NASD OTC
            Bulletin Board, a securityholder may find it
            more difficult to dispose of, or to obtain
            accurate quotations as to the market value
            of, Tecnomatic International's securities.
            The over-the-counter market ("OTC") differs
            from national and regional stock exchanges
            in that it (1) is not cited in a single
            location but operates through communication
            of bids, offers and confirmations between
            broker-dealers and (2) securities admitted
            to quotation are offered by one or more
            broker-dealers rather than the "specialist"
            common to stock exchanges.  When qualified,
            if ever (of which there can be no
            assurance), Tecnomatic International intends
            to apply for quotation of its securities on
            the Nasdaq SmallCap Market.

                         In order to qualify for
            admission for listing on the Nasdaq SmallCap
            Market, an equity security must, in relevant
            summary, (1) be registered under the
            Securities Exchange Act of 1934; (2) have at
            least three registered and active market
            makers, one of which may be a market maker
            entering a stabilizing bid; (3) for initial
            inclusion, be issued by a company with
            $4,000,000 in net tangible assets, or
            $50,000,000 in market capitalization, or
            $750,000 in net income in two of the last
            three years (if operating history is less
            than one year then market capitalization
            must be at least $50,000,000); (4) have a
            public float of at least 1,000,000 shares
            with a value of at least $5,000,000; (5)
            have a minimum bid price of $5.00 per share;
            and (6) have at least 300 beneficial
            shareholders.

                         In order to qualify for
            quotation on the NASD OTC Bulletin Board, an
            equity security must have one registered
            broker-dealer, known as the market maker,
            willing to list bid or sale quotations and
            to sponsor such a Company listing.  If it
            meets the qualifications for trading
            securities on the NASD OTC Bulletin Board
            Tecnomatic International's securities will
            trade on the NASD OTC Bulletin Board until
            such future time, if at all, that it applies
            and qualifies for admission for listing on
            the Nasdaq SmallCap Market.  Tecnomatic
            International's securities may never qualify
            for trading on the NASD OTC Bulletin Board
            or listing on the NASD SmallCap Market.

            RISK FACTORS

            TECNOMATIC INTERNATIONAL CORPORATION HAS NO
            OPERATIONS AND NO ASSETS

                         Tecnomatic International is a
            development stage company and currently has
            no assets or operations.  Tecnomatic will
            need to raise capital through the
            development of operations, the sale of its
            securities or from debt or equity financing.
             If Tecnomatic International is not able to
            raise such financing or obtain alternative
            sources of funding, Tecnomatic International
            will not be able to commence or develop its
            business plan which includes the acquisition
            by cash or stock of technology-related
            companies.

            LIMITED TIME AVAILABLE FOR MANAGEMENT TEAM
            TO DEVOTE AFFAIRS OF TECNOMATIC INTERNATIONAL

                         Tecnomatic International
            intends that its management team will
            identify and acquire technology companies.
            Tecnomatic's management team consists of
            individuals who are concurrently involved in
            other activities and careers and will be
            spending only a limited amount of time on
            the affairs of Tecnomatic International.

            NO OPERATING HISTORY ON WHICH TO MAKE AN
            INVESTMENT DECISION

                         Tecnomatic International has no
            operating history upon which an investor may
            evaluate making an investment in it.  While
            Tecnomatic International intends to acquire
            technology companies in exchange for cash or
            the issuance of securities, no acquisitions
            have been consummated and any future
            acquisitions may not be consummated.

            THERE IS NO CURRENT TRADING MARKET FOR
            TECNOMATIC INTERNATIONAL SECURITIES

                    There is currently no established
            public trading market for Tecnomatic
            International's securities.  Tecnomatic
            International can give no assurance that a
            trading market in its securities will
            develop or, if developed, that it will be
            sustained.  Tecnomatic International intends
            to apply for admission to quotation of its
            securities on the NASD OTC Bulletin Board
            and, if and when qualified, intends to apply
            for admission to quotation on the Nasdaq
            SmallCap Market.  If for any reason
            Tecnomatic International's common stock is
            not listed on the NASD OTC Bulletin Board or
            a public trading market does not otherwise
            develop, shareholders may have difficulty
            selling their common stock should they
            desire to do so. Various factors, such as
            operating results, changes in laws, rules or
            regulations, general market fluctuations,
            changes in financial estimates by securities
            analysts and other factors may have a
            significant impact on the market price of
            Tecnomatic International's securities.

            TECNOMATIC INTERNATIONAL'S ACQUISITION
            STRATEGY MAY INVOLVE SPECULATIVE INVESTMENTS

                    Tecnomatic International's success
            depends on its ability to develop or select
            companies that will be ultimately
            successful.  These acquisitions may be
            speculative and such acquired companies may
            not succeed and the value of Tecnomatic
            International's assets, its results of
            operations and the price of Tecnomatic
            International's common stock could decline.

            DEPENDENCE ON KEY PERSONNEL

                         Tecnomatic International's
            success in achieving its growth objectives
            is dependant to a substantial extent upon
            the  continuing efforts and abilities  of
            certain key management personnel. Tecnomatic
            International does not have employment
            agreements with any of its executive
            officers.  The loss of the services of any
            of the executive officers may have a
            material adverse effect on Tecnomatic
            International's business, financial
            condition, results of operations and
            liquidity. Tecnomatic International can give
            no assurance that it will be able to
            maintain and achieve its growth objectives
            should Tecnomatic International lose any or
            all of these individuals' services.

            COMPLIANCE WITH THE INVESTMENT COMPANY ACT

                    Tecnomatic International's ownership
            interest in companies that it seeks to
            acquire could result in it being classified
            as an investment company under the
            Investment Company Act of 1940. If
            Tecnomatic International is required to
            register as an investment company, then it
            will incur substantial additional expenses
            as the result of the Investment Company Act
            of 1940's record keeping, reporting, voting,
            proxy disclosure and other legal
            requirements. Tecnomatic International has
            obtained no formal determination from the
            Securities and Exchange Commission as to its
            status under the Investment Company Act of
            1940.  Any violation of such Act could
            subject Tecnomatic International to material
            adverse consequences.  In the event
            Tecnomatic International engages in business
            combinations which result in it holding
            passive investment interests in a number of
            entities, Tecnomatic International could be
            subject to regulation under the Investment
            Company Act of 1940.  Passive investment
            interests, as used in the Investment Company
            Act, essentially means investments held by
            entities which do not provide management or
            consulting services or are not involved in
            the business whose securities are held.  In
            such event, Tecnomatic International would
            be required to register as an investment
            company and could be expected to incur
            significant registration and compliance
            costs. Restrictions on transactions between
            an investment company and its affiliates
            under the Investment Company Act of 1940
            would make it difficult, if not impossible,
            for Tecnomatic International to implement
            its business strategy of actively managing,
            operating and promoting collaboration among
            Tecnomatic International's to be acquired
            network of affiliated entities.

            SHARES AVAILABLE FOR FUTURE SALE MAY AFFECT
            THE LIQUIDITY OF TECNOMATIC INTERNATIONAL
            COMMON STOCK

                         If a market is developed for
            the securities of Tecnomatic International,
            the market price could drop, assuming a
            trading market for its shares is
            established,  if substantial amounts of
            shares are sold in the public market or if
            the market perceives that such sales could
            occur. A drop in the market price could
            adversely affect holders of the stock and
            could also harm Tecnomatic International's
            ability to raise additional capital by
            selling equity securities.

            ADDITIONAL SHARES ENTERING THE MARKET, IF
            ONE SHOULD DEVELOP, PURSUANT TO RULE 144
            WITHOUT ADDITIONAL CAPITAL CONTRIBUTION

                         The outstanding restricted
            shares of Tecnomatic International may
            become eligible for sale in the public
            market pursuant to Rule 144 without
            additional capital contribution to
            Tecnomatic International. The addition of
            such shares to the shares already available
            to the public market may reduce the then
            current market price of Tecnomatic
            International's shares without any increase
            to Tecnomatic International's capital which
            may result in a reduction in the value of
            the outstanding shares.

            THE APPLICATION OF THE "PENNY STOCK
            REGULATION" COULD ADVERSELY AFFECT THE
            MARKET PRICE OF TECNOMATIC INTERNATIONAL
            COMMON STOCK

                         Upon commencement of trading in
            Tecnomatic International's common stock, if
            such occurs (of which there can be no
            assurance) Tecnomatic International's common
            stock may be deemed a penny stock.  Penny
            stocks generally are equity securities with
            a price of less than $5.00 per share other
            than securities registered on certain
            national securities exchanges or quoted on
            the Nasdaq Stock Market, provided that
            current price and volume information with
            respect to transactions in such securities
            is provided by the exchange or system.
            Tecnomatic International's securities may be
            subject to "penny stock rules" that impose
            additional sales practice requirements on
            broker-dealers who sell such securities to
            persons other than established customers and
            accredited investors (generally those with
            assets in excess of $1,000,000 or annual
            income exceeding $200,000 or $300,000
            together with their spouse). For
            transactions covered by these rules, the
            broker-dealer must make a special
            suitability determination for the purchase
            of such securities and have received the
            purchaser's written consent to the
            transaction prior to the purchase.
            Additionally, for any transaction involving
            a penny stock, unless exempt, the "penny
            stock rules" require the delivery, prior to
            the transaction, of a disclosure schedule
            prescribed by the Commission relating to the
            penny stock market.  The broker-dealer also
            must disclose the commissions payable to
            both the broker-dealer and the registered
            representative and current quotations for
            the securities. Finally, monthly statements
            must be sent disclosing recent price
            information on the limited market in penny
            stocks.  Consequently, the "penny stock
            rules" may restrict the ability of
            broker-dealers to sell Tecnomatic
            International's securities and may have the
            effect of reducing the level of trading
            activity of Tecnomatic International's
            common stock in the secondary market. The
            foregoing required penny stock restrictions
            will not apply to Tecnomatic International's
            securities if such securities maintain a
            market price of $5.00 or greater. There can
            be no assurance that the price of Tecnomatic
            International's common stock will reach or
            maintain such a level.

            FUTURE AUTHORIZATION OF TECNOMATIC
            INTERNATIONAL PREFERRED STOCK MAY HAVE AN
            ADVERSE EFFECT ON THE RIGHTS OF HOLDERS OF
            THE COMMON STOCK.

                         Tecnomatic International may,
            without further action or vote by its
            shareholders, designate and issue additional
            shares of its preferred stock. The terms of
            any series of preferred stock, which may
            include priority claims to assets and
            dividends and special voting rights, could
            adversely affect the rights of holders of
            the common stock and thereby reduce the
            value of Tecnomatic International's common
            stock. The designation and issuance of
            preferred stock favorable to current
            management or shareholders could make a
            possible takeover of Tecnomatic
            International or the removal of its
            management more difficult and discharge
            hostile bids for control of Tecnomatic
            International which bids might have provided
            shareholders with premiums for their shares.

            ITEM 2.     ACQUISITION OR DISPOSITION OF ASSETS

                         Not applicable.



            ITEM 3.     BANKRUPTCY OR RECEIVERSHIP

                         Not applicable.


            ITEM 4.    CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

                         Not applicable.


            ITEM 5.     OTHER EVENTS

                         On November 3, 2000,
            Independent Acquisition Corporation filed a
            Certificate of Amendment in the State of
            Delaware to its Certificate of Incorporation
            changing the corporate name to Tecnomatic
            International Corporation and increasing the
            authorized capitalization of Tecnomatic
            International to 600,000,000 shares
            consisting of 500,000,000 shares of common
            stock and 100,000,000 shares of
            non-designated preferred stock.

            ITEM 6.     RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS

                     On November 7, 2000, the
            resignation of the sole officer and director
            of Independent was accepted.

            ITEM 7.     FINANCIAL STATEMENTS

                    Not applicable.

            ITEM 8.  CHANGE IN FISCAL YEAR


                    Not applicable.

            EXHIBITS

                         None

                                    SIGNATURES


                         Pursuant to the requirements of
            the Securities Exchange Act of 1934, the
            Registrant has duly caused this Current
            Report to be signed on its behalf by the
            undersigned hereunto duly authorized.


                          TECNOMATIC INTERNATIONAL CORPORATION



                          By___________________________________________
                             Jacques de Groote
                             President


November 21, 2000





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