U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2004

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934


                          Commission File No. 000-32673

                     TRANSWORLD BENEFITS INTERNATIONAL, INC.
        (Exact name of small business issuer as specified in its charter)


             Nevada                                         98-0218912
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                        Identification No.)


            18201 Karman Avenue, Suite 1170, Irvine, California 92612
                    (Address of Principal Executive Offices)

                                 (949) 975-0077
                           (Issuer's telephone number)

      (Former name, address and fiscal year, if changed since last report)

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 preceding 12 months (or for
such shorter period that the issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

State the number of shares outstanding of each of the issuer's classes common
equity, as of May 26, 2004: 35,049,889 shares of common stock outstanding,
$0.001 par value.

<PAGE>

Part I-- FINANCIAL INFORMATION

      Item 1. Financial Statements

      Item 2. Management's Discussion and Analysis of Financial Condition

      Item 3. Controls and Procedures

Part II-- OTHER INFORMATION

      Item 1. Legal Proceedings

      Item 2. Changes in Securities

      Item 3. Defaults Upon Senior Securities
      Item 4. Submission of Matters to a Vote of Security Holders

      Item 5. Other Information

      Item 6. Exhibits and Reports on Form 8-K

Item 1. Financial Information

<PAGE>

                     TransWorld Benefits International, Inc.
                          (A Development Stage Company)
                           Consolidated Balance Sheet
<TABLE>
<CAPTION>
                                                                           March  31,
                                                                              2004
                                                                          -------------
                                                                           (Unaudited)
ASSETS
<S>                                                                       <C>
Cash                                                                      $          --
         Total Assets                                                     =============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:

     Accrued salaries and related                                         $  287,613.14
     Accrued salaries officers and related                                   188,588.41
     Accounts payable                                                        211,017.94
     Accounts payable employee                                                70,985.26
     Accounts payable officers                                               107,845.38
     Accounts payable related party                                          336,059.73
     Notes payable                                                           199,000.00
     Advance from related party                                               32,500.00
     Notes payable officer                                                   154,067.00
     Accrued interest officer                                                 52,184.44
                                                                          -------------
         Total current liabilities                                         1,639,861.30

Convertible debenture,                                                       183,750.00

Subscription Common Stock                                                     34,013.09

         Total liabilities                                                 1,857,624.39
                                                                          -------------

Commitments and contingencies

Equity:

     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; 34,999,889 shares issued and outstanding                   36,507.34
     Additional paid-in capital                                            2,491,449.75
     Deficit accumulated during the development stage                     (4,385,581.48)
                                                                          -------------
         Total stockholders' deficit                                      (1,857,624.39)
         Total liabilities and stockholders' deficit                                 --
                                                                          =============
</TABLE>




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



<PAGE>




                     TransWorld Benefits International, Inc.
                          (A Development Stage Company)
                      Consolidated Statement of Operations


<TABLE>
<CAPTION>

                                                                                                              FOR THE PERIOD FROM
                                         FOR THE NINE     FOR THE NINE       FOR THE THREE    FOR THE THREE   SEPTEMBER 16, 1996
                                         MONTHS ENDED     MONTHS ENDED       MONTHS ENDED     MONTHS ENDED    (DATE OF INCEPTION) TO
                                         MARCH 31, 2004   MARCH  31, 2003    MARCH 31, 2004   MARCH 31,2003   MARCH 31, 2004
                                         ---------------   -------------     -------------    -----------        --------------
                                          (UNAUDITED)       (UNAUDITED)       (UNAUDITED)      (UNAUDITED)         (UNAUDITED)
<S>                                      <C>               <C>               <C>               <C>               <C>
Revenue                                  $         --      $         --      $         --      $        --       $            --

Operating expense
     General and administrative               904,739.80      274,334.00        237,780.00      209,330.00          4,150,861.00
                                         ---------------   -------------     -------------     -----------        --------------
Loss before other income (expense)           (904,739.80)    (274,334.00)      (666,960.00)    (209,330.00)        (4,150,861.00)
                                         ---------------   -------------     -------------     -----------        --------------
Other income (expense):
     Other income                              35,493.21                                                               36,395.00
     Loss on increase in fair value
       Of warrants and stock purchase rights                                                                         (122,217.00)

     Interest expense, net                    (14,564.17)       6,351.00          3,480.00       (8,711.00)          (148,898.00)
                                         ---------------   -------------     -------------     -----------        --------------

         Total other income (expense)          20,929.04       (6,351.00)        (3,480.00)      (8,711.00)          (234,720.00)
                                         ---------------   -------------     -------------     -----------        --------------

Net income (loss)                        $   (883,810.76)  $ (280,041.00)      (241,260.00)    (218,041.00)      $ (4,385,581.00)
                                         ===============   =============      =============    ============      ================

Income (loss) available to common
 stockholders per common share:
     Basic and diluted                   $         (.038)  $        (.01)    $     (0.020)            (.01)
                                         ===============   =============      =============    ============

</TABLE>

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

<PAGE>

                     TransWorld Benefits International, Inc.
                             (A Development Stage Company)
                      Consolidated Statement of Cash Flows

<TABLE>
<CAPTION>
                                                                                                FOR THE PERIOD FROM
                                                          FOR THE NINE        FOR THE NINE      SEPTEMBER 16, 1996
                                                          MONTHS ENDED        MONTHS ENDED     (DATE OF INCEPTION) TO
                                                          MARCH 31, 2004      MARCH 31, 2003      MARCH 31, 2003
                                                        ------------------  -----------------    -----------------
                                                            (UNAUDITED)          (UNAUDITED)          (UNAUDITED)

Cash flows from operating activities:
<S>                                                       <C>                  <C>                <C>
   Net loss for period                                    $    (883,811.00)    $  (280,685.00)    $  (4,385,581.00)

   Changes in operating assets and liabilities,
     net of effects of merger:
     Amortization of deferred financing costs                                        2,729.00            36,844.00
     Other current assets                                                            1,979.00
     Stocks and warrants issued for services                    635,486.00                              990,996.00
     Loss on increase in fair value of warrants and
        stock purchase rights liabilities                                                               122,217.00
     Changes in operating assets and liabilities
        net of effects of merger:
          Accounts payable and accrued expenses                  (2,322.00)                             825,529.00
          Accounts payable to related parties                                                         1,025,708.00
          Accrued interest on notes payable
              to a related party                                                                         60,474.00
     (Increase) Decrease in other current assets                                    20,655.00
     (Decrease) Current liabilities                                                 50,283.00
                                                          ----------------     --------------     ----------------



   Net Cash used by operating activities                       (250,647.00)       (205,039.00)       (1,326,542.00)
                                                          ----------------     --------------     ----------------

Cash flows from investing activities:
   Payments received on note receivable
        Net cash provided by investing activities                                                       205,400.00
                                                          ----------------     --------------     ----------------

Cash flows from financing activities:
   Proceeds from notes payable                                                                           44,500.00
   Proceeds from convertible debenture                          149,635.00         163,750.00           313,385.00
   Proceeds from sale of stock- common stock                     98,690.00          31,652.00           464,690.00
   Advances (to) from related parties                                              (15,500.00)          144,500.00
   Proceeds from notes payable to a related party                                                       154,067.00
                                                          ----------------     --------------     ----------------

   Net cash provided by financing activities                    248,325.00         148,250.00         1,121,142.00
                                                          ----------------     --------------     ----------------

Net decrease in cash                                             (2,322.00)        (25,137.00)    $           0
Cash, beginning of period                                         2,322.00          25,476.00     $           0
                                                          ----------------     --------------     ----------------

Cash, end of period                                       $           0        $       339.00     $           0
                                                          ================     ==============     ================

</TABLE>



During the nine month period ended March 31, 2004, the Company issued 15,614,000
shares of common stock To settle $1,361,591 of current obligations.



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




<PAGE>

                     TransWorld Benefits International, Inc.
                          (A Development Stage Company)



              Notes to Unaudited Consolidated Financial Statements


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BACKGROUND AND ORGANIZATION

Effective January 30, 2003, Thinka Weight-Loss Corporation ("TWLO") entered into
a Share Purchase Agreement dated October 4, 2002 ("Purchase Agreement") with
TransWorld Benefits, Inc. ("TransWorld"). Pursuant to the terms of the Purchase
Agreement, all of the outstanding stock of TransWorld was sold to TWLO for
4,500,000 shares of TWLO's common stock. TransWorld merged with and into TWLO
and TWLO continued as the surviving entity (TransWorld and TWLO as a combined
entity are referred to as the "Company"). In October 2003, the Company's
stockholders approved changing the name of the Company to TransWorld Benefits
International, Inc., which was filed and completed in December 2003. The
Purchase Agreement also required that two stockholders of TransWorld be given
two of the three existing seats on the Board of Directors of the Company. In
addition, the majority stockholders of TransWorld entered into an option with a
stockholder of TWLO to purchase an additional 5,300,000 shares of the Company's
outstanding common stock from one of TWLO's stockholders, which expired
unexercised on September 21, 2003.

As the stockholders of TransWorld exercised control of the combined entity after
the completion of the merger, the transaction has been accounted for as a
"reverse acquisition." Under reverse acquisition accounting, TransWorld is
considered the accounting acquiror and TWLO is considered the accounting
acquiree, and the 14,534,600 shares of TWLO common stock outstanding at the date
of the transaction are considered issued to stockholders of the Company in a
recapitalization of the Company. In connection with the transaction, the Company
agreed to assume certain liabilities of TWLO totaling $148,947; as a result, the
net value of the shares recorded by the Company for the recapitalization was
$(148,947). The historical financial statements of the Company have now become
those of TransWorld. In addition, the Company agreed to change from its
historical December 31 year end to the June 30 fiscal year end of TWLO.
Therefore, these financials present the nine month results through March 31,
2004.

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.

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared by the management of the Company pursuant to the rules and regulations
of the Securities and Exchange Commission and in accordance with accounting
principles generally accepted in the United States of America for interim
financial information. The information furnished herein reflects all adjustments
(consisting of normal recurring accruals and adjustments) which are, in the
opinion of management, necessary to fairly represent the financial position and
operating results for the respective periods. Certain information and footnote
disclosures normally present in the annual financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been omitted pursuant to such rules and regulations. It is
suggested that these unaudited financial statements be read in conjunction with
the audited financial statements and notes thereto for the six-month period
ended June 30, 2003, included in the Company's Form 10-KSB filed with the
Securities and Exchange Commission on October 17, 2003. The results of the nine
months ended March 31, 2004 are not necessarily indicative of the results to be
expected for the period ending June 30, 2003.


<PAGE>

                     TransWorld Benefit International, Inc.
                          (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

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 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.

PRINCIPLES OF CONSOLIDATION

The accompanying condensed consolidated financial statements include the
accounts of TransWorld Benefits International Inc. and its wholly owned
subsidiary. All significant intercompany transactions and balances have been
eliminated in consolidation. Certain amounts in the nine months ended March 31,
2003 have been reclassified to conform to the nine months ended March 31, 2004
presentation.

GOING CONCERN

The accompanying consolidated financial statements have been prepared in
conformity with accounting principles generally accepted in the United States of
America, which contemplate continuation of the Company as a going concern. The
Company has incurred cumulative losses of $ 4,385,581.00 since inception, had no
revenue during the period ended March 31, 2004, had a cash balance of $ 0 at
March 31, 2004 and had a working capital deficit of $ 1,639,861 at March 31,
2004. Management recognizes that the Company must generate additional resources
for the eventual achievement of sustained profitable operations. The Company's
success is dependent upon numerous items, including the successful development
of effective marketing strategies to customers in a competitive market.
Management believes that its products will have a significant effect on future
profitability. Management's plans also include obtaining additional capital
through equity or debt financing. However, no assurance can be given that
additional capital, if needed, will be available when required or upon terms
acceptable to the Company. These factors, among others, raise substantial doubt
about the Company's ability to continue as a going concern. The accompanying
condensed consolidated financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might result from the outcome
of these uncertainties.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
respective reporting period. Actual results could differ from those estimates.
Significant estimates made by management include, among others, the valuation
allowance on deferred tax assets.


<PAGE>

                     TransWorld Benefit International, Inc.
                          (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

ACCRUED LIABILITY RELATED TO WARRANTS AND STOCK PURCHASE RIGHTS

The Company accounts for freestanding derivative financial instruments
potentially settled in its own common stock under Emerging Issues Task Force
("EITF") Issue No. 00-19, "Accounting for Derivative Financial Instruments
Indexed to, and Potentially Settled in, a Company's Own Stock." As the Company
potentially does not have sufficient authorized shares available to settle its
open stock-based contracts, the initial fair value of the applicable contracts
(consisting primarily of non-employee stock warrants and rights to purchase
common stock - (see Notes 4 and 5) has been classified as "accrued liability
related to warrants and stock purchase rights" on the accompanying balance sheet
and measured subsequently at fair value (based on a Black-Scholes computation),
with gains and losses included in the statement of operations.

REVENUE RECOGNITION

The Company anticipates generating future sales revenue from sales of its
products. The Company will recognize revenue at the time products are sold or
services are performed for customers.

STOCK-BASED COMPENSATION

The Company accounts for equity instruments issued to non-employees in
accordance with the provisions of SFAS No. 123, "Accounting for Stock-Based
Compensation" and EITF Issue No. 96-18, "Accounting for Equity Instruments that
are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling
Goods or Services." All transactions in which goods or services are the
consideration received for the issuance of equity instruments are accounted for
based on the fair value of the consideration received or the fair value of the
equity instrument issued, whichever is more reliably measurable. The measurement
date used to determine the fair value of the equity instrument issued is the
earlier of the date on which the third-party performance is complete or the date
on which it is probable that performance will occur.

The Company has elected, pursuant to SFAS No. 123, to account for purchase
rights granted to employees under Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," as amended. The Company adopted a
stock incentive plan on July 17, 2003. At March 31, 2004, the Company has not
granted any options to employees.

LOSS PER SHARE

Basic loss per share is computed by dividing loss available to common
stockholders by the weighted-average number of common shares assumed to be
outstanding during the period of computation. Diluted loss per share is computed
similar to basic loss per share except that the denominator is increased to
include the number of additional common shares that would have been outstanding
if the potential common shares had been issued and if the additional common
shares were dilutive. As of March 31, 2004 and, there were 34,999,889 shares
issued and outstanding, potentially dilutive securities that would effect loss
per share if they were to be included have not been considered since the effect
of such shares would be anti-dilutive.

COMPREHENSIVE INCOME

Comprehensive income is not presented in the Company's condensed consolidated
financial statements since the Company did not have any items of comprehensive
income in any period presented.


<PAGE>

                     TransWorld Benefit International, Inc.
                          (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION

As the Company operates in one segment, the Company has not made segment
disclosures in the accompanying condensed consolidated financial statements.

NEW ACCOUNTING PRONOUNCEMENTS

In May 2003, the Financial Accounting Standards Board ("FASB") issued SFAS No.
150, "Accounting for Certain Financial Instruments with Characteristics of Both
Liabilities and Equity." SFAS No. 150 establishes standards for how an issuer
classifies and measures certain financial instruments with characteristics of
both liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances). SFAS No. 150 is effective for financial instruments entered into
or modified after May 31, 2003, and otherwise is effective at the beginning of
the first interim period beginning after June 15, 2003. It is to be implemented
by reporting the cumulative effect of a change in an accounting principle for
financial instruments created before the issuance date of SFAS No. 150 and still
existing at the beginning of the interim period of adoption. Restatement is not
permitted. The adoption of SFAS No. 150 did not have a material impact on the
Company's financial position, cash flows or results of operations.

NOTE 2 - NOTES PAYABLE

The Company has received non-interest bearing advances from unrelated parties
that are due on demand. The total outstanding balance of these notes is $199,000
as of March 31, 2004.

In 2002, the Company entered into a secured promissory note payable with an
unrelated party with a principal balance of $45,000, which bears interest of 10%
per annum, and was due on October 31, 2002. The Company is currently in
negotiations with the unrelated party to extend the note payable maturity date.

NOTE 3 - RELATED PARTY TRANSACTIONS

NOTES PAYABLE TO RELATED PARTIES

The Company has unsecured promissory notes payable to one of the Company's
officers which bear interest at 10% per annum and are due on demand. The
principal balance on the notes is $154,067 as of March 31, 2004. The Company
also has unsecured promissory notes payable to one of the Company's shareholders
which bear interest at 8% per annum and were due on demand. The principal
balance on the note is $ 77,000 as of March 31, 2004. The accrued interest
payable on the notes payable to related parties is $ 52,184 as of March 31,
2004. The Company recorded interest expense of $ 14,564 and $ 3,480 for the nine
months ended March 31, 2004 and 2003, respectively.

ADVANCES FROM A RELATED PARTY

From time to time, the Company receives advances from a related party to fund
its operating expenses. The advances are non-interest bearing and are due on
demand. The balance due on advances from a related party is $ 32,500 at March
31, 2004.

<PAGE>

                     TransWorld Benefit International, Inc.
                          (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

NOTE 3 - RELATED PARTY TRANSACTIONS, CONTINUED

OTHER EXPENSES

The accounts payable to related parties balance of $ 336,059 as of March 31,
2004 represents accruals for consulting services and general and administrative
expenses payable to various related parties, including consultants, officers
and/or stockholders of the Company.

LEASES

The Company leases one of its office facilities from a related party. The rent
expense paid to the related party was $10,800 and $96,067 during the nine months
ended March 31, 2004 and 2003, respectively, and is included in general and
administrative expenses in the accompanying condensed consolidated statements of
operations.

NOTE 4 - CONVERTIBLE DEBENTURE

On January 29, 2003 (as amended on August 14, 2003 to clarify the intent of the
parties), 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 is due on January 29, 2005.
On January 30, 2003, the Company received $163,750 of the principal amount of
the Convertible Debenture. In connection with the Agreement, the Company issued
La Jolla a warrant for the purchase of 1,500,000 shares of common stock at $1.00
per share, which expires on January 29, 2006. Provided the Company was to obtain
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; thus, the warrant terms are 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 (as
defined in the debenture 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 the balance of the Convertible Debenture of $136,250. 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 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 feature in the amount of $78,600. This amount has been recorded as a
debt discount and is being amortized as interest expense over the life of the
Convertible Debenture. The warrants issued to La Jolla of $85,150 were recorded
based on the relative fair value of the debt and warrants (computed pursuant to
the Black Scholes pricing model under SFAS No. 123) as a debt discount and are
amortized as interest expense over the remaining life of the Convertible
Debenture.


<PAGE>

                     TransWorld Benefit International, Inc.
                          (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

NOTE 5 - STOCKHOLDERS' EQUITY

PREFERRED STOCK

In July 2003, the Company issued 2,693,651 registered shares of its common stock
valued at $471,389 (or $0.175 per share which was the estimated fair market
value of the common stock on the date the shares were issued) under the 2003
Plan to employees and consultants for settlement of $673,413 of the accrued
salaries and consulting fees outstanding as of June 30, 2003. The Company agreed
to settle the remaining balance owed to these employees and consultants totaling
approximately $2,402,000 in restricted shares. The Company has issued 4,835,177
of the restricted shares to the employees and consultants.

COMMON STOCK

Common Stock in the company during the period ending March 31, 2004 was issued
according to the following schedule:

<TABLE>
<CAPTION>

      Name           Date      Number of Shares at Price    Stock Type   Resolution Date         Purpose
----------------------------------------------------------------------------------------------------------------
<S>                <C>           <C>                           <C>          <C>              <C>
Noah Clark         10/07/2003    1,500,000 shares @$0.045           S-8      10/2/2003       Consulting Services
Peter Nasca        10/08/2003       44,445 shares @ $0.045          S-8      10/3/2003       Consulting Services
Richard Anslow     10/14/2003       77,778 shares @ $0.08           S-8     10/14/2003       Legal Services
Gregg Jaclin       10/14/2003       33,333 shares @ $0.08           S-8     10/14/2003       Legal Services
CDI Holdings       10/29/2003      229,888 shares @ $0.026     Rule 144     10/29/2003       Consulting Services
CDI Holdings       10/29/2003      241,135 shares@ $0.26       Rule 144     10/29/2003       Consulting Services
CDI Holdings       10/29/2003    1,028,979 shares @ $0.026     Rule 144     10/30/2003       Consulting Services
Charles C. Seven   10/31/2003    4,835,177 shares @$0.055      Rule 144     10/30/2003       Consulting Services
J. Basso           11/13/2003      160,000 shares @ $0.25      Rule 144     11/12/2003       Consulting Services
Darrell Seven      11/30/2003       25,000 shares @ $0.20      Rule 144     11/20/2003       Consulting Services
Lonene Fontagne    12/08/2003    2,000,000 shares @0.05        Rule 144      12/5/2003       Subscritpiton
Peter Nasca        12/08/2003       12,500 shares @$0.08            S-8      12/5/2003       Consulting Services
Sonny O'Sullivan   12/12/2003      333,334 shares @ $0.09           S-8     12/11/2003       Consulting Services
Jeff Klein         01/07/2004        8,333 shares @$0.10            S-8     12/26/2003       Legal Services
Irwin Newman       01/07/2004        8,333 shares @$0.10            S-8     12/26/2003       Legal Services
Kenneth Pollock    01/07/2004        8,333 shares @$0.10            S-8     12/26/2003       Legal Services
Shaniqua McPhee    01/07/2004      961,738 shares @$0.09            S-8     12/26/2003       Loan
Frank McKenna      01/07/2004       70,000 shares @$0.25       Rule 144     12/26/2003       Loan
H.E. Capital       01/07/2004      693,225 shares @$0.09       Rule 144     12/26/2003       Loan

</TABLE>

                     TransWorld Benefits International, Inc.
                          (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

NOTE 5 - STOCKHOLDERS' EQUITY, CONTINUED

In July 2003, the Company issued 2,693,651 registered shares of its common stock
valued at $471,389 (or $0.175 per share which was the estimated fair market
value of the common stock on the date the shares were issued) under the 2003
Plan to employees and consultants for settlement of $673,413 of the accrued
salaries and consulting fees outstanding as of June 30, 2003. The Company agreed
to settle the remaining balance owed to these employees and consultants totaling
approximately $2,402,000 in restricted shares. The Company has issued 4,835,177
of the restricted shares to the employees and consultants. (see Note 7).

STOCK OPTIONS

On July 17, 2003, the Company adopted 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. The number of shares available for
grant under the 2003 Plan was 2,286,231 as of March 31, 2004.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

LITIGATION

On December 23, 2002, an individual filed a lawsuit against TransWorld and other
related parties (the "Lawsuit"). On November 17, 2003, the Company and the other
related parties entered into a settlement agreement pursuant to which the
Company was to pay $45,000 to the individual on or before January 16, 2004. If
the Company failed to make the payment by the due date, the Company was to pay
$58,000 to the individual on or before March 1, 2004 or judgement may be
entered. Upon execution of the settlement agreement, the Company was to deliver
1,500,000 shares of restricted common stock into an escrow as security for
payment of the amounts due to the individual. In the event the Company failed to
pay $45,000 on or before January 16, 2004, the Company was to deliver additional
shares into the escrow account in an amount equal to the average selling price
of the Company's shares for the period of February 1 through February 15, 2004,
divided into $174,000 less the stock already in escrow of 1,500,000. If the
Company makes the required payment, the shares in escrow will be returned to the
Company; otherwise, the shares will be delivered to the individual. As of March
31, 2004, the Company accrued $45,000 in accounts payable and other accrued
expenses in the accompanying condensed consolidated balance sheet with a
corresponding amount recorded as other expense in the accompanying consolidated
statement of operations for the nine months ended March 31, 2004.
The Company may become involved in other legal proceedings and claims which
arise in the ordinary course of its business. Management does not believe that
any other matters will have a material adverse effect on the Company's financial
position or results of operations.


<PAGE>

                     TransWorld Benefit International, Inc.
                          (A Development Stage Company)

              Notes to Unaudited Consolidated Financial Statements

NOTE 6 - COMMITMENTS AND CONTINGENCIES, CONTINUED

INDEMNITIES AND GUARANTEES

During the normal course of business, the Company has made certain indemnities
and guarantees under which it may be required to make payments in relation to
certain transactions. These indemnities include certain agreements with the
Company's officers, under which the Company may be required to indemnify such
person for liabilities arising out of their employment relationship. The
duration of these indemnities and guarantees varies and, in certain cases, is
indefinite. The majority of these indemnities and guarantees do not provide for
any limitation of the maximum potential future payments the Company could be
obligated to make. Historically, the Company has not been obligated to make
significant payments for these obligations and no liabilities have been recorded
for these indemnities and guarantees in the accompanying condensed consolidated
balance sheet.

NOTE 7 - INCOME TAXES

At March 31, 2004, the Company had net operating loss carryforwards of
approximately $4,386,000 for income tax purposes, available to offset future
taxable income expiring on various dates through 2020. This tax asset has been
fully reserved through a valuation allowance due to the uncertainty of future
operations generating income to realize such deferred tax asset.

<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation

The following discussion and analysis provides information which management
believes is relevant to an assessment and understanding of our results of
operations and financial condition. The discussion should be read in conjunction
with our financial statements and footnotes. The following discussion and
analysis contains forward-looking statements, which involve risks and
uncertainties. Our actual results may differ significantly from the results,
expectations and plans discussed in these forward-looking statements.

Going Concern. We recognize that we must generate additional resources in order
for us to eventually reach a level of sustained profitable operations. We are
dependent on the development of effective marketing strategies for our products
to customers in a competitive market coupled with the timeliness of the delivery
of our services. We anticipate bringing our services to market as described
below, which will generate revenue flow to the Company. Our plans also include
obtaining additional working capital through equity or debt financing. However,
no assurances can be made that we will attain profitability and that the
additional working capital will be available when needed or on terms acceptable
to us.

We have incurred losses from operations since our inception, are still in the
development stage, and have a working capital deficit of approximately
$1,754,119 as of March 31, 2004. These factors, among others, raise substantial
doubt regarding our ability to continue as a going concern. The accompanying
financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might result from the outcome of these
uncertainties.

Plan of Operations

We plan to be a world-wide provider of Bridge Medical Coverage that will
reimburse up to $2,500 of a medical deductible or co-pay. The policy pays for
the costs associated with sickness or injury while traveling 100 miles or more
from home. We plan to be the first company in the world that provides for the
return of remains by contracted private executive aircraft as a standard
feature. Not only will our service provide this dignified and respectful
service, but up to three members of the deceased's family may also accompany the
remains. Of the world's airports, 90% are unable to accommodate a commercial
airplane. The TransWorld solution will provide privacy and convenience at a time
of need.

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.

Insurance underwriting on our trip products and other short-term products as
well as annual products have a commitment from an A-rated insurance company.
Completion of insurance underwriting on all products and services are expected
in July or August 2004 with underwriter approval of all marketing materials,
i.e. video tapes, brochures, certificates, I.D. cards and the initial website
wherein their guarantee is referenced in early December 2003. Marketing
materials will be available at that time, and we intend to begin sales in
November 2003.

<PAGE>

Our corporate legal, insurance and auditing cost for the twelve months ended
June 30, 2004, is expected to be approximately $250,000. Current liabilities
scheduled to be paid through the period ending June 30, 2004, amount to
$500,000. Hardware and software purchases through the period ending June 30,
2004 are estimated at approximately $150,000. General and administrative costs
through the period June 30, 2004 will be approximately $200,000. Sales expenses
are estimated at approximately $100,000 through the period ending June 30, 2004.
We estimate our marketing expenses (video tapes, brochures, advertising) at
approximately $ 250,000 through the period ending June 30, 2004. The total
estimated cost to get us to market through the period ending September 30, 2004
is $1,500,000 with a $50,000 contingency for outside contractors and data
processing needs.

We project that following our initial phase until we begin receiving operating
revenue sufficient to cover operating expenses, our monthly expenses will be
approximately $535,000 per month which includes the cost of sales. We further
project our earnings and positive cash flow to be very strong by the eighth
month, in the amount of $500,000 per month or more, after the financing has been
completed.

Prior to reaching profitability and after the initial $1,500,000 capital
investment, we will require additional capital of $3,000,000, which if all prior
liabilities were paid (optional), would leave us with a projected minimum
positive cash flow of approximately $400,000 in month seven. The $3,000,000
additional capital is expected to come from the factoring of a potential
strategic alliance or from a private placement of common stock or one of two
loan opportunities.

Should we not meet our second tier of financing in a timely manner, we would
negotiate extensions of current liabilities to employees and we would reduce our
start-up marketing and advertising expenses. Hiring programs and equipment
purchases would be minimized. These cuts would allow us to maintain the quality
assets of the company, i.e. its management and unique product position in the
marketplace, although revenues would then be generated very slowly, and could
require us to within 4 to 6 months seek a "takeover" partner from one of the
company's many strategic alliance opportunities in the funeral, insurance and
travel markets.

Liquidity And Capital Resources.

We had $ 0 in cash at March 31, 2004. We had $ 1,639,861 in current liabilities
at March 31, 2004. During the nine months ended March 31, 2004, our net cash
position decreased by $2,322 from a balance of $ 2,322 as of June 30, 2003.
During the nine months ended March 31, 2004, we had a loss from operations of
$904,740, and generated no cash flows from operations.

<PAGE>

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 will have an ongoing need to raise additional capital
to meet working capital requirements in order to fund the growth and development
of the business.

Our forecast for the period for which our financial resources will be adequate
to support our operations involves risks and uncertainties and actual results
could fail as a result of a number of factors. 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 four 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 expenses. Therefore, we have not contemplated any plan of
liquidation in the event that we do not generate revenues.

<PAGE>

Item 3. Controls and Procedures

(a)  Evaluation of disclosure controls and procedures.

Our Chief Executive Officer and Chief Financial Officer (collectively the
"Certifying Officers") maintain a system of disclosure controls and procedures
that is designed to provide reasonable assurance that information, which is
required to be disclosed, is accumulated and communicated to management timely.
Under the supervision and with the participation of management, the Certifying
Officers evaluated the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rule [13a-14(c)/15d-14(c)]
under the Exchange Act) within 90 days prior to the filing date of this report.
Based upon that evaluation, the Certifying Officers concluded that our
disclosure controls and procedures are effective in timely alerting them to
material information relative to our company required to be disclosed in our
periodic filings with the SEC.

(b)  Changes in internal controls.

Our Certifying Officer has indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of his evaluation, and there were no such
control actions with regard to significant deficiencies and material weaknesses.

                          PART II - OTHER INFORMATION

Item 1. Legal Proceedings

On December 23, 2002, plaintiff Tom Clark filed a lawsuit in Superior Court for
the County of Orange, State of California, against TransWorld Benefits, Inc.
(the "Company") and others, entitled Clark v. Seven, et al., OCSC Case No.
02CC18901(the "Lawsuit"). The other defendants named in the Lawsuit are The
Senna Corporation, Charles Seven and Raymond A. Lee (Raymond Lee has been
dismissed). The only cause of action alleged against the Company in the Lawsuit,
which the company believes may have merit, is for breach of contract. In that
cause of action, Mr. Clark alleges that he lent $35,000 to the Company and has
not been repaid. Mr. Clark alleges that he is entitled to judgment for $45,000,
plus prejudgment interest and court costs. While fraud, interference with
contractual relations, and breach of fiduciary duty were alleged against all
parties, it is the company's understanding that other than breach of contract
all of the allegations are against Charles C. Seven personally and not against
the company. On October 6, 2003, the Company filed a cross-complaint against Mr.
Clark for breach of contract and fraud alleging that Mr. Clark has breached an
obligation to pay the Company $500,000 pursuant to a Stock Purchase Agreement
between Mr. Clark and the Company. This lawsuit was settled for a total of
$45,000 which is to be paid to Mr. Clark. If the settlement is not paid, then
the Company will pay a total of $58,000 which is to be secured by shares of the
Company's restricted common stock.

<PAGE>

Item 2. Changes in Securities.

None

Item 3. Defaults Upon Senior Securities.

Not Applicable

Item 4. Submission of Matters to a Vote of Security Holders.

None

Item 5. Other Information.

None

Item 6. Exhibits and Reports of Form 8-K.

(a) Exhibits

31.1 Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002

(b)  Reports of Form 8-K

     On March 25, 2004 we filed an 8K with the SEC based on a change in
     accountant.


<PAGE>


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                     TRANSWORLD BENEFITS INTERNATIONAL, INC.


Date:   May 26, 2004                 /s/ Charles Seven
                                         ---------------------------------------
                                         Charles Seven
                                         Chief Executive Officer and President