UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-QSB




x   QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
ACT OF 1934




For
the quarterly period ended September 30, 2006




o   TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
ACT OF 1934




For
the transition period from _________ to ___________




Commission
File No. 000-32673




TRANSWORLD
BENEFITS INTERNATIONAL, INC.


(Exact
name of small business issuer as specified in its charter)




California
            
            98-0218912(State or
      other jurisdiction of

              incorporation
      or organization)
            
            (IRS Employer
      Identification No.)




4675
MacArthur Court, Suite 550, Newport Breach, California 92660


(Address
of Principal Executive Offices)





(949)
851-7775


(Issuer's
telephone number)





Check
whether the issuer (1) has filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.




Yes o No x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).




Yes o No x











APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING GTHE PRECEDING FIVE YEARS





Check
whether the registrant filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Not
Applicable      Yes o No o





APPLICABLE
ONLY TO CORPORATE ISSUERS





State the
number of shares outstanding of each of the issuer's classes common equity,
as of THE LATEST PRACTICABLE DATE: June 1, 2008: 99,960,362 shares of common
stock outstanding, $0.001 par value.





Transitional
small business disclosure format (check
one):    Yes o No x













Part
      I-- FINANCIAL INFORMATIONItem
      1.
              Financial
      Statements
              4Unaudited
      Condensed Consolidated Balance Sheets at September 30,  2006 and
      June 30, 2006Unaudited
      Condensed Consolidated Statements of Operations for the  Three
      Months Ended September 30, 2006 and 2005Unaudited
      Condensed Consolidated Statements of Cash Flow for the Three Months Ended
      September 30, 2006 and 2005.Item
      2.
              Management's
      Discussion and Analysis of Financial Condition
              18Item
      3.
              Controls
      and Procedures
              21Part
      II-- OTHER INFORMATIONItem
      1.
              Legal
      Proceedings
              21Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              22Item
      6.
              Exhibits
              23





3


PART
I -- FINANCIAL INFORMATION
  Item
1. Financial Statements


Transworld
Benefits International, Inc. and Subsidiary


(A
Development Stage Company)


Condensed
Consolidated Balance Sheets


(Unaudited)











As
      ofSeptember
      30, 2006
            
            
            
            June
      30,
              2006Assets
      - Furniture and equipment, net of accumulated depreciation of
      $73
            
            $
            1,670
            
            
            $
            0Total
      assets
            
            $
            1,670
            
            
            $
            0Liabilities
      and stockholders’ deficiencyCurrent
      liabilities:Accounts
      payable and accrued expenses
            
            $
            265,223
            
            
            $
            247,226Accrued
      consulting
            
            
            358,973
            
            
            
            358,973Accounts
      payable to related parties
            
            
            1,451,597
            
            
            
            1,418,986Advances
      from related parties
            
            
            109,500
            
            
            
            109,500Notes
      payable to related party
            
            
            154,067
            
            
            
            154,067Accrued
      interest on notes payable related party
            
            
            116,597
            
            
            
            111,470Advances
      payable
            
            
            27,000
            
            
            
            27,000Accrued
      interest on convertible debenture
            
            - _
            
            
            
            47,6382,482,957
            
            
            
            2,474,860Convertible
      debenture payable
            
            -_
            
            
            
            148,750Total
      liabilities
            
            
            2,482,957
            
            
            
            2,623,610Stockholders’
      deficiency:Preferred
      stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and
      outstanding
            
            
            -
            
            
            
            -Common
      stock, $0.001 par value; 100,000,000 shares authorized; 35,069,898 shares
      issued and outstanding
              at
      September 30 and June 30, 2006
            
            
            35,070
            
            
            
            35,070Additional
      paid-in capital
            
            
            1,965,165
            
            
            
            1,765,908Accumulated
      deficit
            
            
            (4,481,522
            )
            
            
            (4,424,588
            )Total
      stockholders’ deficiency
            
            
            (2,481,287
            )
            
            
            (2,623,610
            )Total
      liabilities and stockholders’ deficiency
            
            $
            1,670
            
            
            $
            0




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






4






Transworld
Benefits International, Inc. and Subsidiary


(A
Development Stage Company)


Consolidated
Statements of Operations


For
the Three Months Ended September 30, 2006 and 2005 And


Cumulative
Amounts from Inception September 16, 1996 through September 30,
2006


(Unaudited)




CumulativeThree
      Months Ended
              September
      30
            
            
            
            Amounts
              From2006
            
            
            
            2005
            
            
            
            InceptionRevenues
            
            $
            -
            
            
            $
            -
            
            
            $
            -General
      and administrative expenses
            
            
            48,939
            
            
            
            69,638
            
            
            
            4,751,271Loss
      before other income (expense)
            
            
            (48,939
            )
            
            
            (69,638
            )
            
            
            (4,751,271
            )Other
      income (expense):Other
      income
            
            
            -
            
            
            
            -
            
            
            
            8,902Gain
      on settlement of debt
            
            
            -
            
            
            
            -
            
            
            
            189,024Gain
      on decrease in fair value of  warrants and stock purchase rights
      liabilities
            
            
            -
            
            
            
            -
            
            
            
            475,510Interest
      expense, net
            
            
            (7,995
            )
            
            
            (15,471
            )
            
            
            (403,687
            )Net
      (loss)
            
            
            (56,934
            )
            
            
            (85,109
            )
            
            
            (4,481,522
            )Beginning
      of period accumulated deficit
            
            
            (4,424,588
            )
            
            
            (4,137,062
            )
            
            
            0End
      of period accumulated deficit
            
            $
            (4,481,522
            )
            
            $
            (4,222,171
            )
            
            $
            (4,481,522
            )Loss
      per share: Basic and diluted
            
            $
            (0.002
            )
            
            $
            (0.002
            )Weighted
      average number of shares outstanding: Basic and diluted
            
            
            35,069,898
            
            
            
            35,069,898




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






5






Transworld
Benefits International, Inc. and Subsidiary


(A
Development Stage Company)


Consolidated
Statements of Cash Flow


For
the Three Months Ended September 30, 2006 and 2005 And


Cumulative
Amounts from Inception September 16, 1996 through September 30,
2006


(Unaudited)




CumulativeThree
      Months Ended

              September
      30
            
            
            Amounts

              From2006
            
            
            2005
            
            
            InceptionCash
      flows from Operating Activities:Net
      (loss)
            
            $
            (56,934
            )
            
            $
            (85,109
            )
            
            $
            (4,481,522
            )Adjustments
      to reconcile net (loss) to net cash (used in) operating
      activities:Depreciation
            
            
            73
            
            
            
            -
            
            
            
            73Amortization
      of deferred financing costs
            
            
            -
            
            
            
            7,154
            
            
            
            193,750Stocks
      and warrants issued for services and debt
            
            
            -
            
            
            
            -
            
            
            
            1,763,309Gain
      of settlement of debt
            
            
            -
            
            
            
            -
            
            
            
            (202,024
            )Subscription
      receivable exchanged for services
            
            
            -
            
            
            
            -
            
            
            
            20,000(Gain)
      on decrease in fair value of warrants and stock purchase rights
      liabilities
            
            
            -
            
            
            
            -
            
            
            
            (475,510
            )Changes
      in operating assets and liabilities, net of effects of
    mergerAccounts
      payable and accrued expenses
            
            
            17,997
            
            
            
            -
            
            
            
            545,632Accrued
      consulting
            
            
            -
            
            
            
            8,292
            
            
            
            (70,383
            )Accounts
      payable to related parties
            
            
            32,611
            
            
            
            61,906
            
            
            
            1,451,597Accrued
      interest on notes payable related party
            
            
            5,127
            
            
            
            3,883
            
            
            
            116,597Accrued
      interest on convertible debenture
            
            
            (47,638
            )
            
            
            3,874
            
            
            
            -Net
      cash from (used in) Operating Activities
            
            
            (48,764
            )
            
            -_
            
            
            
            (1,138,481
            )Cash
      flows from Investing Activities:Purchases
      of furniture and equipment
            
            
            (1,743
            )
            
            
            -
            
            
            
            (1,743
            )Payments
      received on related party notes receivable
            
            -_
            
            
            -_
            
            
            
            205,400Net
      cash from (used in) Investing Activities
            
            
            (1,743
            )
            
            -_
            
            
            
            203,657Cash
      flows from Financing Activities:Proceeds
      from advances
      payable
            
            
            -
            
            
            
            -
            
            
            
            89,500Repayments
      to advances
      payable
            
            
            -
            
            
            
            -
            
            
            
            (62,500
            )Proceeds
      from convertible debenture
            
            
            -
            
            
            
            -
            
            
            
            193,750Payment
      of debt by related parties
            
            
            199,257
            
            
            
            -
            
            
            
            244,257Repayments
      to convertible debentures
            
            
            (148,750
            )
            
            
            
            
            
            
            (193,750
            )Proceeds
      from common stock issuance
            
            
            -
            
            
            
            -
            
            
            
            400,000Proceeds
      from related parties
            
            
            -
            
            
            
            -
            
            
            
            159,500Repayments
      to related parties
            
            
            -
            
            
            
            -
            
            
            
            (50,000
            )Proceeds
      from related party notes payable
            
            
            -
            
            
            
            -
            
            
            
            154,067Net
      cash from (used in) Financing Activities
            
            
            (50,507
            )
            
            
            -
            
            
            
            934,824Net
      change in cash
            
            
            -
            
            
            
            -
            
            
            
            -Cash,
      beginning of period
            
            
            -
            
            
            
            -
            
            
            
            -Cash,
      end of period
            
            $
            -
            
            
            $
            -
            
            
            $
            -Supplemental
      disclosure of cash flow information:Cash
      paid for interest
            
            $
            -
            
            
            $
            -Cash
      paid for income taxes
            
            $
            -
            
            
            $
            -




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






6




TransWorld
Benefits International, Inc. and Subsidiary


(A
Development Stage Company)


Notes
to Condensed Consolidated Financial Statements


For
the Period From the Date of Inception September 16, 1996


Through
September 30, 2006


(Unaudited)




NOTE 1.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





The
accompanying condensed consolidated financial statements of TransWorld Benefits
International, Inc. and subsidiary have been prepared in accordance with
accounting principles generally accepted in the United States for interim
financial information and with the rules and regulations for reporting on
Form 10-QSB. Accordingly, they do not include certain information
and disclosures required for complete financial statements. In the opinion
of management, all adjustments considered necessary for a fair presentation
have been included and are of a normal recurring nature.





These
statements should be read in conjunction with the consolidated financial
statements and footnotes included in the Company's comprehensive filing of
Form 10-KSB for the years ended June 30, 2006, 2005, and 2004. The
accounting policies used in preparing these condensed consolidated
financial statements are the same as those described in Note 1 to the
consolidated financial statements in the Company's Form 10-KSB.




NOTE 2.
ORGANIZATION AND BACKROUND





The
Company was incorporated in 1996 in Nevada. The Company is a development stage
company formed to provide emergency travel services to the funeral, insurance,
travel, Internet, and credit card industries. The Company will generate revenue
through direct sales or licensing of the Company's proprietary products such as
the return of remains of the deceased by private executive aircraft. The Company
also intends to market and sell insured plans for the repatriation of remains
benefit, medical evacuation and necessary repatriation as well as accidental
death and dismemberment benefits. The Company expects to sell its products to
customers both domestically and internationally.





Pursuant
to a Share Purchase Agreement dated October 4, 2002 by and among Thinka
Weight-Loss Corporation (the “Company”), TransWorld Benefits, Inc.
(“TransWorld”), and certain shareholders of TransWorld, the Company acquired
5,600,000 shares of the common stock of TransWorld, which represented 100% of
the issued and outstanding capital stock of TransWorld, in exchange for
4,500,000 newly issued shares of its common stock and 5,721,435 of outstanding
common stock shares (the “Reverse Acquisition”).  The parties to the
Reverse Acquisition originally contemplated that the shareholders of TransWorld
would receive an aggregate of 10,221,435 shares of the Company’s common stock at
the closing of the Reverse Acquisition, which together would have represented
53.7% of the Company’s total outstanding capital stock.  However, due
to a disputed claim made by a shareholder of the Company, the 5,721,435 shares
of the Company’s common stock were not transferred to the TransWorld
shareholders until June 2004.





As a
result of the Reverse Acquisition, TransWorld became a wholly owned subsidiary
of the Company effective on January 30, 2003, and two shareholders of TransWorld
were elected to two of the three seats on the Company’s Board of
Directors.  Through their acquisition of the shares of the Company’s
outstanding common stock as described herein, certain shareholders of TransWorld
now exercise control of the Company, which in turn controls TransWorld as a
wholly owned subsidiary.  As a result, the related transactions
together have been accounted For as a “reverse acquisition.” Under reverse
acquisition accounting, TransWorld is considered the




7




TransWorld
Benefits International, Inc. and Subsidiary


(A
Development Stage Company)


Notes
to Condensed Consolidated Financial Statements


For
the Period From the Date of Inception September 16, 1996


Through
September 30, 2006


(Unaudited)





accounting
acquirer and the Company is considered the accounting acquiree.  The
historical financial statements of TransWorld have now become those of the
Company.





Development  Stage  Enterprise





The
Company is a development stage company as defined in Statement of Financial
Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by Development
Stage Enterprises." The Company is devoting substantially all of its present
efforts to establish a new business, and its planned principal operations have
not yet commenced. The Company has not generated any revenues from operations
and has no assurance of any future revenues. All losses accumulated since
inception have been considered as part of the Company's development stage
activities. The Company will require substantial additional funding for
continuing research and development, obtaining regulatory approval and for the
commercialization of its products. There is no assurance that the Company will
be able to obtain sufficient additional funds when needed, or that such funds
will be obtainable on terms satisfactory to the Company.





NOTE
3 - RELATED PARTY TRANSACTIONS





Accounts payable to related
parties





In 1999
the Company entered into a due on demand convertible promissory note at 8% per
annum with the Company's majority stockholder. The initial amount was for $1,500
with additional amounts advanced thereafter in accordance with the terms of the
note. The principal and accrued interest were convertible at any time into
shares of the Company's common stock at a conversion price equal to the lesser
of $1.00 per share or such lower price as determined by the Board of Directors
of the Company. In October 2001, the stockholder agreed to relinquish its
conversion right and any accrued and unpaid interest (which was approximately
$42,000 as of  October 2001), and reclassify the outstanding principal
balance to accounts payable to related parties in the accompanying consolidated
balance sheet. The balance is $560,318 as of September 30 and June 30,
2006.





Payments
for additional Company expenses and loans to the Company were made by our
majority stockholder from 2003 forward.





The
following table presents the balances in Accounts payable to related
parties:





September 30, 2006
            June 30, 2006$1,451,597
            $1,418,986





Advances from Related
Parties





From 2001
through 2003, the Company received non-interest bearing, due on demand advances
of $15,000, $124,000 and $33,000, respectively, from related parties to fund its
operating expenses. The Company made payments on these advances of 2,500 and
$50,000 during 2003 and 2005, respectively.





The
following table presents the balances in Advances from related
parties:





September 30, 2006
            June 30, 2006$109,500
            $109,500






8


TransWorld
Benefits International, Inc. and Subsidiary


(A
Development Stage Company)


Notes
to Condensed Consolidated Financial Statements


For
the Period From the Date of Inception September 16, 1996


Through
September 30, 2006


(Unaudited)





Notes Payable and Accrued
Interest on Notes Payable to a Related Party





In 1996
and 1997, the Company entered into due on demand unsecured promissory notes at
10% per annum simple interest with its majority shareholder. The Company amended
the interest calculation to annual compounding commencing July 1, 2003. The
Company has paid no interest since June 30, 2003. There has been no change in
the principal note balance of $154,067 since 1997.





The
following table presents balances in Accrued interest on Notes Payable to a
related party:





September 30, 2006
            June 30, 2006$116,597
            $111,470





NOTE 4 -
CONVERTIBLE DEBENTURE





On
January 29, 2003 (as amended on August 14, 2003) the Company entered into a
Securities Purchase Agreement (the "Agreement") with La Jolla Cove investors,
Inc. ("La Jolla"), pursuant to which the Company issued an 8% convertible
debenture in the amount of $300,000 (the "Convertible Debenture"). The
Convertible Debenture was due on January 29, 2005. The Company received $163,750
and $30,000 of the principal amount of the Convertible Debenture in January 2003
and January 2004, respectively.  In connection with the Agreement, the
Company issued La Jolla a three year warrant for the purchase of 1,500,000
shares of common stock at $1.00 per share, which expired unexercised on January
29, 2006.  Provided the Company obtained additional financing from a
third party of at least $1,000,000 by July 29, 2003, the Company had the right
to reject La Jolla's request to exercise all or any portion of the warrant. This
did not occur and the warrant terms were in full force and
effect.  Pursuant to the terms of the Agreement, La Jolla shall
simultaneously  with  the  conversion of the
Convertible Debenture at any time, exercise the warrant at the rate of at least
5 times the dollar amount of the debenture being converted.





The terms
of the Agreement permit La Jolla to convert the Convertible Debenture into
common shares of the Company at any time during the term of the Agreement. The
number of shares issued upon conversion of the debenture is equal to the
following: the dollar amount of the debenture being converted (a maximum of
$300,000), multiplied by 6, minus the product of the Conversion Price (which is
the lesser of $0.20 or 80% of the lowest market rate over the previous 20
trading days, less 3% for every month or partial month following June 8, 2003,
until the registration statement is declared effective) multiplied by 5 times
the amount of the debenture being converted, and the entire result shall be
divided by the Conversion Price.  In connection with the Agreement,
the Company is required to register the sale of the underlying common stock to
be issued upon conversion of the Convertible Debenture.  Upon the
effective date of the registration statement, the Company will receive any
balance due on the Convertible Debenture.  Thirty days following the
effective date of the registration statement, the Company has the right
to  cause La Jolla to convert up to 10% of the Convertible Debenture
and exercise up to $150,000 of the warrant per month. As of September 11, 2003,
the registration statement was cancelled.





As  the  Convertible  Debenture  allows  La  Jolla  to  convert  the
outstanding principal amount into shares of the Company's common stock at a
price below fair value at the time of conversion, the Company has recorded a
beneficial conversion




9






TransWorld
Benefits International, Inc. and Subsidiary


(A
Development Stage Company)


Notes
to Condensed Consolidated Financial Statements


For
the Period From the Date of Inception September 16, 1996


Through
September 30, 2006


(Unaudited)





feature
in the amount of $108,600. This amount computed pursuant to the Black Scholes
pricing model under Statement of Financial Accounting Standards ("SFAS") No.
123, has been recorded as a debt discount and is being amortized as interest
expense over the life of the Convertible Debenture. The debt discount related to
the warrants issued to La Jolla of $85,150 was recorded based on the relative
fair value of the debt and warrants computed pursuant to the Black Scholes
pricing model under Statement of Financial Accounting Standards ("SFAS") No. 123
as a debt discount and will be amortized as interest expense over the remaining
life of the Convertible Debenture.





A Put and
Call agreement related to the Convertible Debenture was entered into between
three related parties of the Company and La Jolla. The agreement obligated La
Jolla to sell shares of stock during a ‘call period’ and obligated the related
parties to purchase shares of stock during a ‘put period’.  The shares
of Stock could be either the shares that would be obtained by La Jolla through
the conversion or could be the shares obtained through the actual exercise of
the warrant if the conversion occurred. Pursuant to La Jolla’s rights in the Put
& Call agreement, La Jolla elected to exercise its Put right and obligated
the related parties to purchase the number of shares of stock that would have
been obtained thru conversion. The related parties did not fulfill their
obligations and La Jolla filed suit in March 2005.  La Jolla received
a judgment for approximately $268,000 in October 2005. The debenture was paid in
full and the related parties and the Company received a full release of
liability. One related party paid approximately $68,000 in  2006 and
2007.  This related party has relinquished any rights he may have for
recourse to the Company. Another related party paid approximately $200,000 in
September 2006.  This related party has filed a law suit to recover
this payment but the ultimate outcome is not determinable at this time. (See
Note 7 - Litigation)




NOTE 5 -
STOCKHOLDERS' EQUITY





Preferred  Stock





On
September 30, 2003, the Company's stockholders authorized the amending of the
Articles of Incorporation to allow for the issuance of up to 5,000,000 shares of
$0.001 par value preferred stock.  Shares of preferred stock may be
issued in one or more
classes or series at such time the Board of Directors determine.  As
of September 30, 2006, there were no shares of preferred stock issued and
outstanding and no classes or series have been designated by the Board of
Directors.





Common  Stock





The
Company has one class of common stock, par value $0.001 per share. Each share is
entitled to one vote on all matters submitted to stockholders. As of September
30, 2006, 100,000,000 common shares are authorized and 35,069,898 shares are
issued and outstanding.





The
following is a description of the issuances of common stock since inception and
other common stock information.





During
the year ended December 31, 2001, the Company issued 64,286 shares of restricted
common stock to a related party at $3.11 per share (which represents
management's estimated fair market value of its common stock on the date
of






10






TransWorld
Benefits International, Inc. and Subsidiary


(A
Development Stage Company)


Notes
to Condensed Consolidated Financial Statements


For
the Period From the Date of Inception September 16, 1996


Through
September 30, 2006


(Unaudited)





issuance,
as approved by the Board of Directors), for which the Company received a
promissory note in the principal amount of $200,000.





During
the year ended December 31, 2001, the Company sold 96,428 shares of common stock
at $3.11 per share to related parties for $300,000 in cash.





On
January 30, 2003, pursuant to the terms of the Purchase Agreement, all of the
outstanding common stock of Transworld of 5,600,000 shares was sold to TWLO in
exchange for 10,221,435 shares of TWLO common stock. As Transworld is considered
the surviving entity in this transaction (see  Note 1),  the
reduction in outstanding shares from 5,600,000 to 4,500,000 has been considered
a reverse stock split and all historic references to shares and price per share
prior to January 30, 2003 have been retroactively adjusted for this split
ratio.





On
January 30, 2003, pursuant to the terms of the Purchase Agreement, the
14,534,600 shares of previously outstanding common stock of TWLC were accounted
for as an issuance of shares in a recapitalization of the Company as part of the
transaction (see Note 1).  In connection with the transaction, the
Company also assumed $148,947 of TWLC liabilities.





On
January 30, 2003, the Company's stockholders approved an increase in the number
of authorized common shares to 100,000,000.





On April
29, 2003, the Company entered into a Subscription Agreement with a third party
investor, pursuant to which the investor agreed to purchase 1,000,000 shares of
the Company's common stock at $0.10 per share for $100,000.  If during
the 90 days following the closing date, the price of the Company's common stock
falls below the purchase price of $0.10, the purchase price should be adjusted
to equal the lowest trading price, but not less than $0.01 per share, and the
Company should issue to the investor the additional shares.  During
the six months ended June 30, 2003, the Company received $66,000 for 1,320,000
shares ($0.05 per share) committed to be issued by the Company to this investor.
The Company subsequently received the $34,000 balance and the Company issued a
total of 2,000,000 shares (as adjusted) of its common stock.





On June
28, 2003, the Company entered into an Engagement Agreement with a third party
for consulting services to be provided over a period of six months with the
following compensation terms to the third party for the services
provided:





i)   an  initial
non-refundable retainer fee in an amount equal to $10,000 payable
in cash or in registered common stock upon acceptance of the Engagement
Agreement;




ii)  a
monthly retainer thereafter in an amount equal to $10,000 payable in cash
or  in  registered  common  stock for
the term of the Engagement Agreement;




iii)  250,000
unrestricted shares of the Company's common stock upon acceptance
of the Engagement Agreement;




iv)  a
warrant to purchase 250,000 shares of the Company's common stock upon
acceptance of the Engagement  Agreement, exercisable for five years at
an exercise price equal to 110% of the Company's closing price on
the date of the Engagement Agreement; and




v)  a
right to purchase up to $300,000 of the Company's unrestricted common
stock at a price equal to a 30% discount to the closing bid price of
the Company's common stock as of the date of exercise.




11






TransWorld
Benefits International, Inc. and Subsidiary


(A
Development Stage Company)


Notes
to Condensed Consolidated Financial Statements


For
the Period From the Date of Inception September 16, 1996


Through
September 30, 2006


(Unaudited)





Pursuant
to the terms of the Engagement Agreement, the Company issued a total of 340,909
shares of its common stock, valued at $45,000 ($0.13 per share, which was the
fair market value of the common stock on the date the shares were earned),
related to the initial non-refundable retainer fee and the 250,000 shares
upon  finalization  of  the Engagement Agreement.
The Company issued 197,000 registered common shares in June 2003 at $.10 per
share for a $20,000 subscription receivable pursuant to the right to purchase up
to $300,000 of the Company's common stock at a 30% discount. During the three
months ended September 30, 2003, the Company issued an additional 194,094
registered common shares for $8,000 at an average price of $0.07 per share
pursuant to the same 30% discount provision.  The monthly retainers in
August and September 2003 totaling $20,000 were paid with 288,115 registered
common shares at an average price of $0.08 per share.





On July
17, 2003, the Company adopted a stock incentive plan that authorized the
issuance of 6,000,000 shares of the Company's registered common stock. Options
will


vest at
the discretion of the Board of Directors as determined at the grant date and the
2003 Plan terminates on July 1, 2013.





During
the year ended June 30, 2004, the Company issued 4,629,076 common shares at
prices between $0.045 and $0.175 for services valued at $356,838.





During
the year ended June 30, 2004 the Company exchanged 8,868,313 common shares at
prices between $0.05 and $0.25 per share for debt valued at $848,937. Of this,
the Company’s majority shareholder accounted for 4,835,177 shares at $0.055 per
share valued at $265,935.





See Note
8 - Subsequent Events, for additional issuances of common shares.




NOTE 6 -
BASIC AND DILUTED LOSS PER COMMON SHARE





The
following table presents the
basic  and  diluted  loss per common share at each
period end:





Three
      Months endedSept 30,
      2006
            
            
            Three
      Months endedSept 30,
      2005Numerator
      - net income (loss)
            
            $
            (56,934
            )
            
            $
            (85,109
            )Denominator
      - weighted average shares basic and diluted
            
            
            35,069,898
            
            
            
            35,069,898Income
      (loss) per common share
            
            $
            (0.002
            )
            
            $
            (0.002
            )





NOTE 7 -
LITIGATION





The
Company may become involved in various legal proceedings and claims which arise
in the ordinary course of its business.  Management does not believe
that these matters will have a material adverse effect on the Company’s
financial position or results of operations.





On or
about February 25, 2004, a firm who leased office space to the Company filed an
unlawful detainer lawsuit in the Superior Court of California, County of Orange,
against TWBI.  On or about July 14, 2004, the lessor obtained a
judgment against the TWBI for $102,580 for lease damages which is included in
accounts payable.




12






TransWorld
Benefits International, Inc. and Subsidiary


(A
Development Stage Company)


Notes
to Condensed Consolidated Financial Statements


For
the Period From the Date of Inception September 16, 1996


Through
September 30, 2006


(Unaudited)




On or
about July 23, 2007, an individual hired to perform accounting and other
services for the Company on a contract basis filed a claim for unpaid wages in
front of the labor board. Said individual obtained an award against TWBI from
the Labor Commissioner for the State of California in the amount of $233,486 the
(“Award”).  On August 7, 2007, TWBI timely filed an appeal of the
award with the Superior Court of California, County of Orange, entitling TWBI to
a new trial of the issues adjudicated in the award (the “Appeal”). On December
10, 2007 the Court issued a ruling determining that the individual was not an
employee during the period in question and is not entitled to any wages from the
Company and granted judgment in favor of the Company.





On June
4, 2007, TWBI filed a lawsuit against the individual referenced above, who made
an unsuccessful claim for wages against the Company, in the Superior Court of
California, County of Orange, seeking damages in excess of $1 million from the
individual. The lawsuit alleges claims for Breach of Fiduciary Duty, Negligence,
Fraud, Conversion and Declaratory Relief.  Defendant has defaulted in
the lawsuit, and the Court has entered judgment on behalf of TWBI for
$5,000,000. The collection of this judgment is unlikely.





On May
26, 2007, a former executive of the Company filed suit against the Company,
alleging that he is owed compensation, benefits, common stock in the
Company , plus indemnification for amounts he paid to a third party
financier pursuant to execution of a judgment.  The plaintiff's operative
complaint asserts alleged causes of action for fraud, breach of contract, breach
of fiduciary duty, indemnity, accounting, and unfair competition.  The
plaintiff dismissed its case against the Company in exchange for each party
paying its own legal fees.




NOTE 8 -
SUBSEQUENT EVENTS




Stock
Issuances





During
the quarter ended June 30, 2007, the Company issued 1,850,000 common shares at
$0.005 for services valued at $9,250. See the following section “Advisory
Committee” which further details this event.





During
the quarter ended June 30, 2007, the Company exchanged 62,210,264 common shares
at prices between $0.005 and $0.05 per share for debt valued at $316,091. Of
this, two related parties of the Company accounted for 62,098,264 shares at
$0.005 per share valued at $310,491.




Sale of Subsidiary
TransWorld Benefits, Inc.





The
majority stockholder of the Company acquired the Company’s subsidiary TransWorld
Benefits, Inc. (TWBI) as of July 1, 2007. (See Exhibit 10.33) This divesture was
required by potential investors and partners because of excessive debt and
litigation in TWBI. TWBI had approximately $21,000 in assets and $2,610,000 in
liabilities on July 1, 2007. As consideration for the purchase, the Company
received $10,000 cash and assumed $490,000 worth of liabilities of TWBI.
Immediately prior to the sale, the Company contributed $1,812,617 of
inter-company





13






TransWorld
Benefits International, Inc. and Subsidiary


(A
Development Stage Company)


Notes
to Condensed Consolidated Financial Statements


For
the Period From the Date of Inception September 16, 1996


Through
September 30, 2006


(Unaudited)





debt to
the capital of TWBI which originated from Company issuances of stock for debt or
services of TWBI.





A Form
14C was filed on July 17, 2007.  The Securities and Exchange
Commission commented that the 14C would not be approved until the company became
current with its filings.





Advisory
Committee





In May
2007 the Company formed an Advisory Committee and issued 1,850,000 common shares
at $0.005 per share for services totaling $9,250.





The Board
of Advisors shall have the following general responsibilities:





(a) Advise
regarding the general policies and activities of the Companyin the area of
loyalty programs and overall business and salespractices.





(b) Advise on
the design and effectiveness of programs, products and services of the
Company.





(c) Advise on
the programs, products and services of competitors and potential customers of
the Company to identify strategic and marketplace opportunities for the Company
and its products and services.





(d) Review
and advise regarding the Company’s general business and
financial  policies and procedures.





(e) Assist in
public relations.





(f) Make
recommendations about potential market opportunities to explore and sales
opportunities to pursue.




The
Committee of Advisors shall consist of various individuals with relevant sales,
marketing, technical, commercial, financial expertise or legal.  The
Committee of Advisors is not expected to have regular business meetings each
calendar year, however, Committee members will be called periodically to offer
advice and counsel and may elect to attend a meeting annually.




On July
10, 2007, the Company held an Advisory Committee meeting.  At that
meeting, the Company announced a name change to 7G Inc.  We have the
domain name registration of 7Ginc.com.




Graham Companies Assets
Acquisition





On March
1, 2008, the Company acquired certain assets and liabilities of Stuart Graham.
(See Exhibit 10.34) Graham will receive 67,000,000 shares of the Company’s
common stock and $400,000. As a further condition, the major stockholder of the
Company, was required to buy the subsidiary of the Company, TransWorld Benefits,
Inc. which is burdened with debt and litigation.







14




TransWorld
Benefits International, Inc. and Subsidiary


(A
Development Stage Company)


Notes
to Condensed Consolidated Financial Statements


For
the Period From the Date of Inception September 16, 1996


Through
September 30, 2006


(Unaudited)





As with
all of our pending or completed acquisitions, proprietary aspects of the
Company’s business methods and related proprietary technologies are covered by
pending patents and trademarks in appropriate jurisdictions. The following are
programs acquired by the Company from the Graham Group including proprietary
patents:




1.
            THANKS
      Gift Certificates


2.
            Local
      Loyalty Programs


3.
            CheckMate
      Rewards


4.
            Consulting
      Services


5.
            Anchor
      Store Program


6.
            Payroll
      Debit Card


7.
            Restaurant
      Search Engine





The
following is a summary of each program





THANKS Gift Certificates are
used as both a reward and an incentive by major media partners, employers and
associations. THANKS Gift Certificates are a discounted online gift certificate
that promotes local merchants, primarily restaurants. The sponsoring
organization initiates the program promoting it to their members or customers
through a variety of methods. THANKS Gift Certificates are the vehicle used to
quickly acquire merchants in a city and prepare the way for all the Company’s
loyalty programs.





The Local Loyalty Program is a
new program that will follow once a geographic market is opened by the Company
with our THANKS Gift Certificates program. Most local merchants cannot afford an
electronic loyalty program because of the prohibitive cost of
entry.





The Local
Loyalty program offers a merchant the opportunity to capture their loyal
customers’ data, create a data base, and reward them with a variety of offers
(that are predetermined) while tracking the effectiveness of each offer. The
merchant can go online at anytime and see what offers have been redeemed by
which customers, how much was spent by customers and when it was
spent.





The Local
Loyalty program will be presented in a checkbook format, using barcodes so each
check can be recorded and tracked. This offers the merchant a loyalty- reward
program at a very inexpensive price, while still being profitable to the
Company.  At the same time, the program develops an extremely valuable
database of loyal customers for the Company with excellent personal and spending
data.




CheckMate Rewards. Unlike
coupon books, people tend to hold on to checkbooks and view them as a form of
payment and not a discount vehicle. CheckMate Rewards is a unique concept that
allows merchants to market their product or service in a unique format to large
corporations both locally and nationally. With the local merchant base that the
Company will secure, it is a natural fit for CheckMate to create a local
checkbook that can be sold as a premium to auto dealers, banks, credit unions,
etc. that will use CheckMate to reward loyal customers or incentives for
specific buying behavior. CheckMate can also be used by nonprofit groups to sell
as a fundraiser or as a premium for donating a specified amount.





Anchor Store
Program.  The company’s unique gift certificate program will
revolutionize current grocery loyalty programs.  We call this model
our Anchor




15






TransWorld
Benefits International, Inc. and Subsidiary


(A
Development Stage Company)


Notes
to Condensed Consolidated Financial Statements


For
the Period From the Date of Inception September 16, 1996


Through
September 30, 2006


(Unaudited)





Store
model because we always have an anchor store or company involved like a grocery
store. We will roll out this program in a test market in 2008.





Payroll Debit
Card.  Retail merchants, multi-level companies, and many other
organizations that have large numbers of employees can benefit by this payroll
card. It is especially useful for companies whose employees do not have a
traditional direct demand checking account. The prepaid debit card; used as a
payroll card, can help "unbanked" workers save money, add convenience and
security.  It also allows employees to add health benefits offered
through the card even if not otherwise offered by their employers. As the
Company builds relationships with merchants and restaurants, opportunities will
emerge to market prepaid debit cards. The Company has existing connections with
large organizations and associations that are perfect candidates for our payroll
card.





Restaurant Search Engine has a
filed a patent and is a very unique site. Unlike other restaurant sites that
will only allow you to search by cuisine or area, Restaurant Search Engine will
also allow you to utilize over 100 other search filtering criteria. For example,
you might say I feel like shrimp. The site will present all the restaurants in
your area that offer shrimp, detailing prices and including reviews inputed by
diners of the restaurants. You can narrow your search by requesting an ocean
view, piano bar, or dozens of other criteria and you will be presented with
restaurants meeting your criteria. We currently have over 470,000 restaurants on
the site and we are in the process of fully populating those restaurant
profiles.




ChatStat Letter of
Intent





The
Company executed a letter of intent in September 2007 which has been amended at
various times thru June 2008 to purchase assets of ChatStat Technologies, Inc.
(“ChatStat”).  The terms of the offer upon satisfactory review of all
due diligence by the Company: 6,000,000 shares of common stock; an additional
performance based 4,000,000 common shares in increments of 800,000 shares for
achieving certain benchmarks; and approximately $468,000.





ChatStat
provides every website owner and eCommerce store with live customer interaction
via instant messaging utilizing all IM platforms, tracking technology, web
analytics, multilingual language translation, VoIP, and patented moving graph
display software.  ChatStat also has a patent pending technology on a
method and system for Computer Spam elimination, in addition, ChatStat has
technology that provides public conference rooms with capability for language
translation between all participants in real time with GEO-location of
participants.





Loans and Marketing
Agreement





On
December 19, 2007, the Company borrowed $250,000 and executed a Subordinated
Secured Convertible Promissory Note with the company. (See exhibit 10.31) As
part of the transaction, the Company entered into a marketing agreement with a
firm related to the lender, Card Flex, a virtual bank pay card. If the Company
sells the Card flex program to individuals, it will receive $1,250,000 of
additional borrowings at $4.50 per card. The company will also receive income of
approximately $2 per month per card. All borrowings are guaranteed by the
Company’s majority shareholder. The note bears interest at 8% per annum, due
quarterly, and matures December 22, 2010. However, the note becomes due April
20, 2008 if the Company






16




TransWorld
Benefits International, Inc. and Subsidiary


(A
Development Stage Company)


Notes
to Condensed Consolidated Financial Statements


For
the Period From the Date of Inception September 16, 1996


Through
September 30, 2006


(Unaudited)





fails to
sell 100,000 Flex Cards by that date. The Company has not sold the required
100,000 Flex cards as of April 20, 2008 and is in the process of obtaining a 90
day extension. The note balance is convertible into the Company’s common stock
at $0.25 per share at any time prior to the maturity date. The company also
received warrants for 500,000 shares of common stock at $0.25 per share
exercisable thru April 20, 2010.





On
February 15, 2008, the Company borrowed and executed a Subordinated Secured
Promissory Note for $200,000 from an individual. (See Exhibit 10.32) The note
bears interest at 10% per annum, payable quarterly, and matures August 1, 2008.
As inducement to make the loan, the individual will receive 500,000 shares of
the Company’s common stock.





Office
Lease





On April
19, 2007, the Company signed an operating sublease for six months at 4675
MacArthur Court, Suite 550, Newport Beach, CA.  The sublease was
extended through March 2008 and extended again to a monthly
basis.  The lease terms are $5750 a month for four furnished offices
totaling approximately 1,000 square feet.







17






Item 2.
Management's Discussion and Analysis





Management’s
discussion and analysis (“MD&A”) provides supplemental information which
sets forth the major factors that have affected the Company’s financial
condition and results of operations and should be read in conjunction with the
Unaudited Consolidated Financial Statements and related notes.  The
MD&A is divided into subsections entitled “Forward Looking Information”,
“Development Stage Business Plans”, “Results of Operations”, and “Liquidity and
Capital Resources”.





Forward Looking
Information





This
quarterly report on Form 10-QSB contains "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995. In addition, the Company may make other written and oral
communications from time to time that contain such statements.
Forward-looking statements include statements as to company and industry
trends, future expectations of the Company and other matters that do not
relate strictly to historical facts and are based on certain assumptions by
management. These statements are often identified by the use of words such
as "may," "will," "expect," "believe," "anticipate," "intend," "could,"
"estimate," or "continue," and similar expressions or variations. These
statements are based on the beliefs and assumptions of the management of
the Company based on information currently available to management. Such
forward-looking statements are subject to risks, uncertainties and other
factors that could cause actual results to differ materially from future
results expressed or implied by such forward looking statements. We
caution the reader to carefully consider such factors. Furthermore, such
forward-looking statements speak only as of the date of this report. We
undertake no obligation to update any forward-looking statements to reflect
events or circumstances after the date of such statements.











18








Item 2.
Management's Discussion and Analysis, Continued





Development Stage Business
Plans





Product
Development. We have developed our unique product line utilizing the experience
of our staff and officers in aircraft management, death care and insurance
resulting in the development of a product with unique, state-of-the-art features
and benefits. Our actuarial analysis and aircraft network constitute a
significant barrier to entry for competitors. We believe we have completed our
product research and development for the foreseeable future and


do not
intend to spend significant resources on research and development over the next
twelve (12) months.





The
Opportunity. A business opportunity, the sales of emergency travel assistance,
with both living and death benefit, including medical evacuation and
repatriation, and more, exists. We have developed a proprietary, one-of-a-kind
benefits package to capture this opportunity. The benefits are guaranteed by "A"
rated insurance companies.





Business  Strategy.  We
will employ the following business strategies and goals:





- Bundle
living benefits and repatriation services to customer driven
time frames.





-
Leverage sales effort through strategic alliances with established
sales organizations serving primary markets.





- Offer
exceptional value, being the low cost provider whenever possible.





- Become
the "brand name" for Emergency Travel Assistance Programs worldwide.





- Offer
cooperative advertising funds to expedite market penetration.





- Develop
Emergency Travel Assistance products for emerging markets,
and distribution channels, such as the internet.





- Hire,
motivate, and retain top quality sales and marketing personnel
influence" sales and marketing personnel.





- Provide
product enhancement on a regular basis.





- Use
technology to lower product costs - becoming a virtual organization.





- Excel
in customer service and support.





We will
be implementing our strategies and goals the following ways:





We are
planning to offer easy-to-understand, and simple to purchase, Emergency Travel
Insurance products, which provide valuable living and death benefits. Consumers
will be able to purchase short term, annual, or lifetime policies through our
wholesale network of insurance companies, brokers, travel agencies, or funeral
homes, as well as the Internet, and other mass marketing venues.





We will
continue detailed research on current and future products, thereby offering
exceptional value, and in most cases, being the lowest cost provider of these
services. When funded, we are projecting a substantial advertising budget,
cooperative advertising program, and media discount opportunities, and
we






19




Item 2.
Management's Discussion and Analysis, Continued





believe
this will position us as the "brand name" in the Emergency Travel Insurance
business. Our advertising programs will target the consumer from this When
position of strength, generating leads for our wholesale partners, with whom we
will be developing strategic alliances for quick product rollout.





We will
continue to supply our immense target markets with product enhancements and new
products, while taking our current product line to Asia and Europe by December
31, 2008.





We have a
strong focus on experienced and talented management and are conveying that focus
into the sales department, where very strong "center of influence" personnel are
being hired as funding allows, with an outstanding incentive program, and the
best product line available in the industry. The diversity of the product,
purchase periods, and diverse markets, can only be managed using state of the
art technology, and substantial customer service and support all of our strong
assets.





Results of
Operations





For the
three months months ended September 30 2006 and 2005, the Company has incurred
general and administrative expenses of approximately $49,000 and $70,000
respectively, in its development stage. The majority of expenses have been for
consultants, professional fees, travel, interest expense and office leases. The
reduction in our expenses has been a direct result of insufficient loans and
investments in our Company. Before any revenues are earned we expect to incur
substantial expenses to further develop our business plan.  We need
additional loans and investments in the near future for our business plan to
succeed in a timely manner.





Liquidity and Capital
Resourses





We had $0
in cash and a working capital deficit of approximately $2,483,000 at September
30, 2006.  We are a development stage Company and have earned no
revenues since inception.





We  do  not  currently
have any material commitments for capital expenditures in the  short
term other than those expenditures incurred in the ordinary course of
business.





Since
inception, our operating and investing activities have used all cash from
financing activities. We need to raise additional capital to develop and conduct
our operations. Such additional capital may be raised through public or private
financing as well as borrowings and other sources. We are currently negotiating
potential investments with several separate groups or individuals to raise money
through a private sale of stock or convertible debentures, but there can be no
assurance that additional funding will be available on favorable terms, if at
all. If adequate funds are not available, we believe that our officers and
directors will contribute funds to pay for our basic expenses, but this will not
meet our cash requirements to market according to our business plan. Therefore,
we have not contemplated any plan of liquidation in the event that we do not
generate additional capital in the near term.











20







Item 3.
Controls and Procedures





We have
no formal controls and procedures. Our principal executive and financial
officers are involved in all day to day management and operation of our
business, and our Chief Executive Officer is responsible for making all public
disclosures of material, non-public information. Each of the principal executive
officer and principal financial officer reviews all information in the periodic
reports filed with the Securities and Exchange Commission and works with
company's corporate counsel regarding the content of public disclosure of
material, non-public information through press releases and the filing of Form
8-Ks with the Securities and Exchange Commission. We obtain the advice of our
outside legal counsel when discussing potential, material transactions such as
potential sales and capital investment. On the first Tuesday of each quarter,
our Principal Financial Officer and our Senior Vice President review our
controls and procedures to evaluate their effectiveness. Because we do not have
revenue from operations and our company is relatively small, we believe that our
informal controls and procedures are effective.




PART II. OTHER
INFORMATION





Item
1.  LegalProceedings





The
Company may become involved in various legal proceedings and claims which arise
in the ordinary course of its business.  Management does not believe
that these matters will have a material adverse effect on the Company’s
financial position or results of operations.





On or
about February 25, 2004, a firm who leased office space to the Company filed an
unlawful detainer lawsuit in the Superior Court of California, County of Orange,
against TWBI.  On or about July 14, 2004, the lessor obtained a
judgment against the TWBI for $102,580 for lease damages which is included in
accounts payable.





On or
about July 23, 2007, an individual hired to perform accounting and other
services for the Company on a contract basis filed a claim for unpaid wages in
front of the labor board. Said individual obtained an award against TWBI from
the Labor Commissioner for the State of California in the amount of $233,486 the
(“Award”).  On August 7, 2007, TWBI timely filed an appeal of the
award with the Superior Court of California, County of Orange, entitling TWBI to
new trial of the issues adjudicated in the award (the “Appeal”). On December 10,
2007 the Court issued a ruling determining that the individual was not an
employee during the period in question and is not entitled to any wages from the
Company and granted judgment in favor of the Company.





On June
4, 2007, TWBI filed a lawsuit against the individual referenced above, who made
an unsuccessful claim for wages against the company, in the Superior Court of
California, County of Orange, seeking damages in excess of $1 million from the
individual. The lawsuit alleges claims for Breach of Fiduciary Duty, Negligence,
Fraud, Conversion and Declaratory Relief.  Defendant has defaulted in
the lawsuit, and the Court has entered judgment on behalf of TWBI for
$5,000,000. The collection of this judgment is unlikely.





On May
26, 2007, a former executive of the Company filed suit against the Company,
alleging that he is owed compensation, benefits, common stock in the
Company , plus indemnification for amounts he paid to a third party
financier pursuant to execution of a judgment.  The plaintiff's operative
complaint asserts alleged causes of action for fraud, breach of contract, breach
of fiduciary duty, indemnity, accounting, and unfair competition.  The
plaintiff dismissed its case against the Company in exchange for each party
paying its own legal fees.







21







Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds




On January 30,
2003, pursuant to the terms of the Purchase Agreement, all of the outstanding
common stock of Transworld of 5,600,000 shares was sold to TWLO in exchange for
10,221,435 shares of TWLO common stock. As Transworld is considered the
surviving entity in this transaction (see  Note 1),  the
reduction in outstanding shares from 5,600,000 to 4,500,000 has been considered
a reverse stock split and all historic references to shares and price per share
prior to January 30, 2003 have been retroactively adjusted for this split
ratio.




On January 30,
2003, pursuant to the terms of the Purchase Agreement, the 14,534,600 shares of
previously outstanding common stock of TWLC were accounted for as an issuance of
shares in a recapitalization of the Company as part of the transaction (see Note
1).  In connection with the transaction, the Company also assumed
$148,947 of TWLC liabilities.




On April 29, 2003, the
Company entered into a Subscription Agreement with a third party investor,
pursuant to which the investor agreed to purchase 1,000,000 shares of the
Company's common stock at $0.10 per share for $100,000.  If during the
90 days following the closing date, the price of the Company's common stock
falls below the purchase price of $0.10, the purchase price should be adjusted
to equal the lowest trading price, but not less than $0.01 per share, and the
Company should issue to the investor the additional shares.  During
the six months ended June 30, 2003, the Company received cash of $66,000 for
1,320,000 shares ($0.05 per share) committed to be issued by the Company to this
investor.  The Company received the balance of $34,000 and the Company
issued a total of 2,000,000 shares (as adjusted) of its common
stock.




On June 28, 2003, the
Company entered into an Engagement Agreement with a third party for consulting
services to be provided over a period of six months with the following
compensation terms to the third party for the services provided:




i)  an initial
non-refundable retainer fee in an amount equal to $10,000 payable in cash or in
registered common stock upon acceptance of the Engagement
Agreement;




ii)  a monthly
retainer thereafter of $10,000 payable in cash or
in    registered  common  stock for the
term of the Engagement Agreement;





iii) 250,000 unrestricted
shares of the Company's common stock upon acceptance of the Engagement
Agreement;




iv)  a warrant
to purchase 250,000 shares of the Company's common stock upon acceptance of the
Engagement  Agreement, exercisable for five years at an exercise price
equal to 110% of the Company's closing price on the date of the Engagement
Agreement; and




v)  a right to
purchase up to $300,000 of the Company's unrestricted common stock at a price
equal to a 30% discount to the closing bid price of the Company's common stock
as of the date of exercise.




Pursuant to the terms of
the Engagement Agreement, the Company issued a total of 340,909 shares of its
common stock, valued at $45,000 ($0.13 per share, which was the fair market
value of the common stock on the date the shares were earned), related to the
initial non-refundable retainer fee and the 250,000 shares
upon  finalization  of  the Engagement Agreement.
The Company issued 197,000 registered common shares in June 2003 at $.10 per
share to the third party for a $20,000 subscription receivable pursuant to the
right to purchase up to $300,000 of the Company's common stock at a 30%
discount. During the three months ended September 30, 2003, the Company issued
an additional 194,094 registered common shares for $8,000 at an average price of
$0.07 per share pursuant to the same 30% discount provision.  The
monthly retainers in August and September 2003 totaling $20,000 were paid with
288,115 registered common shares at an average price of $0.08 per
share.







22




PART
II. OTHER INFORMATION-Item
2. Unregistered Sales of Equity Securities and Use of Proceeds,
Continued





On July
17, 2003, the Company adopted a stock incentive plan (“the 2003 Plan”) that
authorized the issuance of 6,000,000 shares of the Company's registered common
stock. Options will vest at the discretion of the Board of Directors as
determined at the grant date and the 2003 Plan terminates on July 1,
2013.





During
the year ended June 30, 2004, the Company issued 4,629,076 common shares at
prices between $0.045 and $0.175 for services valued at $356,838.





During
the year ended June 30, 2004 the Company exchanged 8,868,313 common shares at
prices between $0.05 and $0.25 per share for debt valued at $848,937. Of this, the
Company’s majority shareholder accounted for 4,835,177 shares at $0.055 per
share valued at $265,935. See Note 11 to the financial statements, Subsequent
Events, for additional issuances of unregistered sales of equity
securities.





During
the quarter ended June 30, 2007, the Company issued 1,850,000 common shares at
$0.005 for services valued at $9,250. See the following section “Advisory
Committee” which further details this event.





During
the quarter ended June 30, 2007, the Company exchanged 62,210,264 common shares
at prices between $0.005 and $0.05 per share for debt valued at $316,091. Of
this, two related parties of the Company accounted for 62,098,264 shares at
$0.005 per share for $316,091 of debt.





See Note
8 to the Financial Statement, Subsequent Events, for additional sales of
unregistered equity securities.





All of
the proceeds from all unregistered sales of equity securities have been used in
the development stage of the Company to further accomplish its business plan and
to start earning revenues.





Item
6. Exhibits





3.1  Articles
of Incorporation (Charter Document)(1)





3.2  Bylaws(2)





4.1  8%
Convertible Debenture, dated January 29, 2003, issued to La Jolla Cove Investors,
Inc. (3)





4.2  Warrant
to Purchase Common Stock, dated January 29, 2003, issued to La Jolla Cove
Investors, Inc. (3)





4.3  Side
Letter Agreement between Thinka Weight-Loss Corporation and La Jolla Cove
Investors, Inc. regarding Warrant to Purchase Common Stock, dated January
29, 2003. (3)





4.4  Registration
Rights Agreement, dated January 29, 2003, regarding underlying
common stock to be issued upon conversion of 8% Convertible Debenture
and exercise of Warrant to Purchase Common Stock. (3)




4.5  Letter
Agreement amending 8% Convertible Debenture and Warrant to Purchase
Common Stock, dated August 14, 2003. (4)




10.1  Share
Purchase Agreement (5)







23




PART
II. OTHER INFORMATION–
Item 6. Exhibits, Continued





10.2  Sublease,
dated May 16, 2002, by and between Transworld Benefits, Inc., and DHR
International, Inc., an Illinois corporation, together with related
Indemnification Agreement, dated October 1, 2002. (6)





10.8  Note
Payable to Charles Seven on September 9, 1997. (4)





10.9  Note
Payable to Charles Seven on October 17, 1996. (4)





10.10  Note
Payable to Charles Seven on October 17, 1996. (4)





10.11  Note
Payable to Charles Seven on November 1, 1996. (4)





10.12  Note
Payable to Charles Seven on November 8, 1996. (4)





10.13  Note
Payable to Charles Seven on December 19, 1997. (4)





10.14  Note
Payable to Charles Seven on November 8, 1996. (4)





10.15  Note
Payable to Charles Seven on December 27, 1997. (4)





10.16  Note
Payable to Charles Seven on December 29, 1997. (4)





10.17  Note
Payable to Charles Seven on January 8, 1997. (4)





10.18  Note
Payable to Charles Seven on February 18, 1997. (4)





10.19  Note
Payable to Charles Seven on February 24, 1997. (4)





10.20  Note
Payable to Charles Seven on March 17, 1997. (4)





10.21  Note
Payable to Charles Seven on March 7, 1997. (4)





10.23  Note
Payable to Charles Seven on April 22, 1997. (4)




10.24  Note
Payable to Charles Seven on April 24, 1997. (4)





10.25  Note
Payable to Charles Seven on May 14, 1997. (4)





10.26  Note
Payable to Charles Seven on May 2, 1997. (4)





10.27  Note
Payable to Charles Seven on August 12, 1997. (4)





10.28  Note
Payable to Charles Seven on August 23, 1997. (4)





10.29  Note
Payable to Charles Seven on August 28, 1997. (4)





10.30  Note
Payable to Charles Seven on October 17, 1996. (4)





10.31  Subordinated
Secured Convertible Promissory Note, Pledge
Agreement,    Continuing Guaranty, and Common Stock Purchase
Warrant, dated February
15, 2008  (7)





10.32  Note
Payable to John Todd, dated February 15, 2008 (7)


10.33  Subsidiary
Stock Purchase Agreement Transworld Benefits Inc, dated
July 1, 2007  (7)





24




PART
II. OTHER INFORMATION–
Item 6. Exhibits, Continued





10.34  Asset
Purchase Agreement with Stuart Graham, dated March 1, 2008 (7)





31.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act





31.2
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule
15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act




32  
Certification of the Chief Executive Officer and Chief Financial Officer
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act.




Footnotes
to Exhibit Table:





(1)  Incorporated  by
reference to our registration statement on Form SB-2 filed with  the  Securities  and  Exchange  Commission  on  July  17,  2000.


(2)
Original incorporated by reference to our registration statement on SB-2 filed
with the Securities and Exchange Commission on July 17, 2000. Amendment
to Section 13 of the Bylaws included with this report.


(3)  Incorporated  by  reference  to  our
Form 8-K filed with the Securities and Exchange  Commission  on  February  14,  2003.


(4)
Incorporated by reference to our registration statement on Form SB-2 filed with the
Securities and Exchange Commission on August 26, 2003.


(5)  Incorporated  by  reference  to  our
Form 8-K filed with the Securities and Exchange  Commission  on  October  15,  2002.


(6)  Incorporated
by reference to our Form 10-QSB/A filed with the Securities and
Exchange  Commission  on  February  27,  2003.


(7)  Incorporated
by reference to our Form 10-KSB filed with the Securities and
Exchange  Commission  on  April 30,
2008.








25







SIGNATURES
   Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.
  TRANSWORLD
      BENEFITS INTERNATIONAL, INC.By:
                /s/
      Charles SevenCHARLES
      SEVENChief
      Executive OfficerDated:
                August
      29, 2008
  Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
  Name
                Title
                Date/s/
      Charles Seven
                Chief
      Executive Officer
                August
      29, 2008Charles
      Seven/s/
      Richard Diya
                Chief
      Financial Officer
                August
      29, 2008