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

FORM 10-QSB

(Mark One)



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



For the quarterly period ended: June 30,2004



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



For the transition period from ___ to ____



Commission file number 0-17232



TERRA NOSTRA TECHNOLOGY LTD.(Exact name of small business issuer as specified in its charter)



|NEVADA                                                        | 86-0875500                       
|------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of
incorporation or organization | (IRS Employer
Identification No.)



Suite, 740, 2160 rue de la Montagne,Montreal, Quebec, Canada H3G 2T3
 (Address of principal executive offices)

(514) 285-4433
(Issuer's telephone number)

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



Check whether the issuer (1) 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 X

No __





State the number of shares outstanding of each of the issuer's classes of common equity, as of the last practicable date:



30,758,727 shares of common stock, $0.001 par value per share, as of August 10, 2004.



Transitional Small Business Disclosure Format (check one): Yes

No  __X__







PART 1 - FINANCIAL INFORMATION







ITEM 1.

FINANCIAL STATEMENTS



The accompanying unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-QSB and Rule 10-01 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  All such adjustments are of a normal recurring nature.  Operating results for the six month periods ended June 30, 2004 and 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.  For further information refer to the financial statements and footnotes thereto included in  the Companys Annual Financial Statements filed on Form 10-KSB filed with the Securities and Exchange Commission on April 15, 2004.





2

















TERRA NOSTRA TECHNOLOGY LTD.

(Formerly known as Terra Nostra Resources Ltd.)

(A Development Stage Company)

Consolidated Financial Statements



June 30, 2004







|Consolidated Balance Sheet                     | F-2        
|---------------------------------------------- | -----------
|Consolidate Statement of Stockholders Equity  | F-3 to F-4 
|Consolidated Statement of Operations           | F-5        
|Consolidated Cash Flow Statement               | F-6        
|Notes to the Consolidated Financial Statements | F-7 to F-11







F-1





|TERRA NOSTRA TECHNOLOGY LTD.
(Formerly known as Terra Nostra Resources Ltd.)
(A Development Stage Company)
Consolidated Balance Sheet
(Expressed in US Dollars)

As at June 30, 2004 and December 31, 2003
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|Assets                                                                                                                                                                                                    
|Current                                                                                                                                                                                                   
|Cash                                                                                                                                                                                                      
|Receivable (Note 2)                                                                                                                                                                                       
|Note receivable                                                                                                                                                                                           
|Income taxes                                                                                                                                                                                              
|Advance to a director                                                                                                                                                                                     
|Prepaid expenses                                                                                                                                                                                          
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|Research and Development                                                                                                                                                                                  
|                                                                                                                                                                                                          
|Capital Assets (Note 3)                                                                                                                                                                                   
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|Liabilities                                                                                                                                                                                               
|Current                                                                                                                                                                                                   
|Accounts payable (Note 4)                                                                                                                                                                                 
|Accounts payable (related party)                                                                                                                                                                          
|Deferred Income                                                                                                                                                                                           
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|                                                                                                                                                                                                          
|Stockholders Equity                                                                                                                                                                                      
|Common Stock                                                                                                                                                                                              
|Comprehensive loss                                                                                                                                                                                        
|Accumulated deficit                                                                                                                                                                                       
|                                                                                                                                                                                                          
|Total Stockholders Equity                                                                                                                                                                                
|                                                                                                                                                                                                          
|Total Liabilities and Stockholders Equity                                                                                                                                                                 





See accompanying notes to the financial statements.

F-2



TERRA NOSTRA TECHNOLOGY LTD.

(Formerly known as Terra Nostra Resources Ltd.)

(A Development Stage Company)

Consolidated Statement of Stockholders Equity

(Expressed in U.S. Dollars)

June 30, 2004





|                                                        
|--------------------------------------------------------
|                                                        
|                                                        
|Balance at December 31, 2000                            
|Issue of common stock                                   
|Net (loss)  year 2001                                  
|Balance at December 31, 2001                            
|Forward split at 7500:1                                 
|Issue of Common Stock                                   
|Proceeds due from the issue of Common Stock             
|Stock issued to acquire oil & gas leases                
|Loss for the year                                       
|Balance at December 31, 2002                            
|Issue of Common Stock for CCIP                          
|Reduction in proceeds due from the issue of Common Stock



See accompanying notes to the financial statements.

F-3



TERRA NOSTRA TECHNOLOGY LTD.

(Formerly known as Terra Nostra Resources Ltd.)

(A Development Stage Company)

Consolidated Statement of Stockholders Equity

(Expressed in U.S. Dollars)

June 30, 2004







|                                                        
|--------------------------------------------------------
|                                                        
|                                                        
|Cancellation of stock issued to acquire oil & gas leases
|Issue of Common Stock for Biointegra                    
|Loss to December 31, 2003                               
|Stock issuances related to private placements           
|Stock issuances to settle debt                          
|Warrants to settle debt                                 
|Balance at December 31, 2003                            
|(Loss) income to June 30, 2004                          
|Balance at June 30 , 2004                               



See accompanying notes to the financial statements.

F-4





|TERRA NOSTRA TECHNOLOGY LTD.
(Formerly known as Terra Nostra Resources Ltd.)
(A Development Stage Company)
Consolidated Statement of Operations
(Expressed in U.S. Dollars)
June 30, 2004 |                                               |                                             |                                                        
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------- | ------------------------------------------- | -------------------------------------------------------
|                                                                                                                                                                                          | For the Three Months Ended
June 30,
unaudited | For the Six Months
Ended June 30,
unaudited | From Inception (February 7, 1994) Through June 30, 2004
|                                                                                                                                                                                          | 2004                                          | 2003                                        | 2004                                                   
|Revenues                                                                                                                                                                                  |                                               |                                             |                                                        
|Petroleum & Natural Gas   (net of royalties)                                                                                                                                              | -                                             | 1,418                                       | -                                                      
|Insecticides                                                                                                                                                                              | -                                             | 32,285                                      | 21,807                                                 
|Grant                                                                                                                                                                                     | -                                             | -                                           | -                                                      
|Gain on disposition                                                                                                                                                                       | -                                             | 14,230                                      | -                                                      
|                                                                                                                                                                                          |                                               | 47,933                                      | 21,807                                                 
|                                                                                                                                                                                          |                                               |                                             |                                                        
|Costs and Expenses                                                                                                                                                                        |                                               |                                             |                                                        
|Petroleum and natural gas related costs
(including depletion and impairment)                                                                                                              | -                                             | 1,516                                       | -                                                      
|Goodwill                                                                                                                                                                                  | -                                             | -                                           | -                                                      
|Legal                                                                                                                                                                                     | -                                             | 11,260                                      | 993                                                    
|Consulting fees                                                                                                                                                                           | 10,312                                        | 1,001                                       | 29,087                                                 
|Other Administrative Expenses                                                                                                                                                             | 17,825                                        | 78,047                                      | 79,300                                                 
|Loss on disposition of subsidiary                                                                                                                                                         | 52,758                                        | -                                           | 52,758                                                 
|                                                                                                                                                                                          | 80,895                                        | 91,824                                      | 162,138                                                
|Earnings (Loss) from operations                                                                                                                                                           | (80,895)                                      | (43,891)                                    | (140,331)                                              
|Other income and expenses                                                                                                                                                                 |                                               |                                             |                                                        
|Write off loan receivable                                                                                                                                                                 | -                                             | -                                           | -                                                      
|                                                                                                                                                                                          |                                               |                                             |                                                        
|                                                                                                                                                                                          |                                               |                                             |                                                        
|Provision for income taxes                                                                                                                                                                | -                                             | -                                           | -                                                      
|Net Income (Loss)                                                                                                                                                                         | (80,895)                                      | (43,891)                                    | (140,331)                                              
|Net Income (Loss)  per Common Share                                                                                                                                                       | (0.005)                                       | (0.004)                                     | (0.005)                                                
|Weighted average number of  Common Shares Used in Calculation                                                                                                                             | 30,758,727                                    | 22,604,259                                  | 30,758,727                                             

See accompanying notes to the financial statements.

F-5



|TERRA NOSTRA TECHNOLOGY LTD.
(Formerly known as Terra Nostra Resources Ltd.)
(A Development Stage Company)
Consolidated Cash Flow Statement
(Expressed in U.S. Dollars)
June 30, 2004 |                                           |                                          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | -----------------------------------------
|                                                                                                                                                                                      | Quarter Ended June 30, 2004
(Unaudited)
$ | Quarter Ended
June 30, 2003
(Unaudited)
$
|Operating Activities                                                                                                                                                                  |                                           |                                          
|(Net loss)                                                                                                                                                                            | (140,331)                                 | (84,224)                                 
|Adjustments for:                                                                                                                                                                      |                                           |                                          
|Depreciation expense                                                                                                                                                                  | 5,758                                     | 68                                       
|Gain on disposal of assets                                                                                                                                                            | -                                         | (14,553)                                 
|Writedown of goodwill                                                                                                                                                                 | -                                         | (8,944,753)                              
|Changes in operating assets and liabilities:                                                                                                                                          |                                           |                                          
|Accounts
Receivable                                                                                                                                                                   | 4,122                                     | (3,237)                                  
|Income taxes                                                                                                                                                                          | (12,834)                                  | -                                        
|Advance to a director                                                                                                                                                                 | 36,939                                    | -                                        
|Prepaid expenses                                                                                                                                                                      | 11,673                                    | -                                        
|Accounts payable and accrued expenses                                                                                                                                                 | 23,763                                    | 105,422                                  
|Deferred income                                                                                                                                                                       | (7,025)                                   | 4,655                                    
|Accrued expenses                                                                                                                                                                      | -                                         | -                                        
|Net cash flow from operating activities                                                                                                                                               | (77,935)                                  | (8,942,768)                              
|Investing Activities                                                                                                                                                                  |                                           |                                          
|Loan receivable                                                                                                                                                                       | -                                         | 2,981                                    
|Disposition of fixed assets (net)                                                                                                                                                     | 77,336                                    | -                                        
|Acquisition of fixed assets (net)                                                                                                                                                     | (1,820)                                   | (91,182)                                 
|Research and development (net of I.T.C.)                                                                                                                                              | (4,468)                                   | -                                        
|                                                                                                                                                                                      | 71,048                                    | 88,201                                   
|Financing Activities                                                                                                                                                                  |                                           |                                          
|Issue of common stock                                                                                                                                                                 | -                                         | 9,000,000                                
|Proceeds due from the issue of common stock                                                                                                                                           | -                                         | 14,764                                   
|Cancellation of stock issue                                                                                                                                                           | -                                         | -                                        
|Loans payable                                                                                                                                                                         | -                                         | 27,480                                   
|Shareholders loan                                                                                                                                                                    | -                                         | -                                        
|                                                                                                                                                                                      | -                                         | 9,042,244                                
|Effects of Exchange Rates on Cash                                                                                                                                                     | 4,563                                     | -                                        
|                                                                                                                                                                                      |                                           |                                          
|Cash Increase                                                                                                                                                                         | (2,324)                                   | 11,275                                   
|Cash, Beginning of Period                                                                                                                                                             | 5,032                                     | 8,187                                    
|Cash End of Period                                                                                                                                                                    | 2,708                                     | 13,940                                   
|                                                                                                                                                                                      |                                           |                                          

See accompanying notes to the financial statements.

F-6









TERRA NOSTRA TECHNOLOGY LTD.

(FORMERLY KNOWN AS TERRA NOSTRA RESOURCES LTD.)

(A Development Stage Company)

Notes to the consolidated financial statements

JUNE 30, 2004 AND DECEMBER 31, 2003

(EXPRESSED IN U.S. DOLLARS)

1.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



This summary of significant accounting policies of TERRA NOSTRA TECHNOLOGY LTD. is presented to assist in understanding the Companys consolidated financial statements. The consolidated financial statements and notes are representations of the companys management who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles in the United States of America and have been consistently applied in the preparation of the financial statements are stated in United States of America dollars.



Basis of Consolidated Financial Statement Presentation



These consolidated financial statements for 2004 and 2003 include the Company and its wholly owned subsidiaries, Corporation CCIP and Biointegra Inc.  All significant inter-company accounts and transactions have been eliminated.



Organization and Operations



The company was incorporated as Renegade Recreational Rentals Inc. under the laws of the State of Nevada on February 7, 1994 for the purpose of renting jet boats.  The Companys Charter was revoked on November 1, 1996 and subsequently re-instated on October 11, 2000.  The Companys name was changed to Terra Nostra Resources Ltd. on January 25, 2002 and further changed to Terra Nostra Technology Ltd. on April 2, 2003.  The Company acquired oil and gas assets in 1996 and 1997.



On March 26, 2003, the Company entered into a Share Exchange Agreement whereby it acquired all of the issued and outstanding shares of capital stock of Corporation CCIP Inc., a private Quebec, Canada corporation (CCIP), which consists of 100 Class A shares and 115,000 Class B shares.  Under the terms of the acquisition, 15,000,000 common shares of the Companys Stock were issued to the stockholders of CCIP for a value of $9,000,000 ($0.60 per share).  The issuance and delivery of the Companys shares pursuant to the acquisition took place on April 7, 2003. On March 30, 2004, the Company entered into a Share Exchange Agreement with 9126-9338 Quebec Inc. (Quebec Inc.) in settlement of a dispute between the Company and Quebec Inc. Under the terms of the Share Exchange Agreement, the Company was to form a wholly-owned subsidiary (CCIP2) to acquire all of the assets and liabilities of Corporation CCIP and distribute the shares of CCIP2 to the Companys stockholders.  Quebec Inc. was to return to the Company 14,586,000 shares of Terra Nostras common stock and be responsible for drafting of an information statement on Schedule 14C regarding the spin-off.  Louis Nadeau, Marc Fournier, and Philippe LaMontagne resigned as officers and directors of the Company at the time of the Share Exchange Agreement.



In July 2004, the parties entered into an Amendment to Share Exchange Agreement, whereby certain provisions of the Share Exchange Agreement were modified. The parties agreed that the shares of CCIP would not be delivered to the shareholders of the Company in a spin-off but rather that they would be delivered to Quebec Inc. in exchange for 14,588,667 shares of Terra Nostra common stock delivered to it by Quebec Inc. prior thereto. Terra Nostra also agreed to the cancellation of a debt owed to it by CCIP or its director in the amount of $36,939.  The parties agreed that the effective date of the amendment was April 1, 2004.



On June 15, 2003, the Company disposed of its interest in producing oil and gas properties located in Washington County, Colorado and exploration oil and gas leases in Rosebud County, Montana.  The Company no longer has any oil and gas assets.

F-7



TERRA NOSTRA TECHNOLOGY LTD.

(FORMERLY KNOWN AS TERRA NOSTRA RESOURCES LTD.)

(A Development Stage Company)

Notes to the consolidated financial statements

JUNE 30, 2004 AND DECEMBER 31, 2003

(EXPRESSED IN U.S. DOLLARS)

During the quarter ended September 30, 2003 the Company entered into a Share Exchange Agreement whereby it acquired all of the issued and outstanding shares of capital stock of Biointegra Inc., a private Quebec, Canada corporation (Biointegra), a company which develops fungal bio-insecticides, which consists of 50 class A shares and 11,075 Class B shares.  The acquisition was effective as of August 31, 2003.  Under the terms of the acquisition, 86,571 shares of the Companys Common Stock were issued to the shareholder of Biointegra, 23,738 shares for the acquisition, 7,833 shares to settle outstanding loans and 55,000 shares for accrued salaries.  The issuance and delivery of the Companys shares pursuant to the acquisition took place on September 24, 2003.



On September 15, 2003, the Company entered into a debt settlement agreement with an outside creditor whereby the Company issued a total of 643,256 units at a deemed price of $0.40 per unit in settlement of $257,302 of debt on the balance sheet of the Company, each unit consisting of one share and two share purchase warrants entitling the Investor to purchase one additional share of common stock for a period of one year from the effective day at $0.40 per share and one additional share of common stock for a period of two years from the effective date at $0.50 per share (the Units) pursuant to Regulation S promulgated by the Securities and Exchange Commission under the Securities Act of 1933.  The balance sheet as presented reflects the settlement of the debt by including the shares noted above in the issued and outstanding common stock, however, said shares were issued on March 12, 2004.



Use of Estimates



In conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and reported amounts of revenue and expenses during the year. Actual results could differ from these estimates.



Intangible Assets and Goodwill



The Company accounts for intangible assets and goodwill in accordance with statement of financial accounting standards (SFAS).



Goodwill and other intangible which was adopted by the Company January 1, 2003 in accordance with that statement of goodwill and intangible assets with indefinite are no longer amortized but rather test for impairment at least annually.



Goodwill represents the excess of purchase price over the fair value of identifiable assets acquired in a purchase business combination.  For the year 2003 the goodwill has been fully expensed to the statement of operations.



Foreign Currency Translation



The Company uses the Canadian dollar as its functional currency. Monetary assets and liabilities are translated at the exchange rate in effect at the balance sheet date and non-monetary assets and liabilities at the exchange rates in effect at the time of the acquisition or issue. Items appearing in the statement of income, except for cost of inventories and depreciation, are translates at average period rates. Exchanges gains and losses are included in the statements of shareholders equity.



F-8



TERRA NOSTRA TECHNOLOGY LTD.

(FORMERLY KNOWN AS TERRA NOSTRA RESOURCES LTD.)

(A Development Stage Company)

Notes to the consolidated financial statements

JUNE 30, 2004 AND DECEMBER 31, 2003

(EXPRESSED IN U.S. DOLLARS



Capital Assets



Capital assets are recorded at cost less accumulated depreciation. Depreciation is applied on the declining balance basis to write off the cost of capital assets over their estimated lives are as follows:



Office furniture

20 %

Production equipment

20 %



Deferred Income Taxes



The Company follows the assets and liability method of accounting for income taxes, whereby deferred tax assets and liabilities are recognized for the expected deferred tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled. A valuation allowance is required when it is more likely than not that some portion or all of the deferred tax asset will not be realized.



Financial Instruments



The Companys financial instruments consist of cash, receivables, prepaid expenses, accounts payable, accrued liabilities, deferred income and amount due to another company and to a director. Unless otherwise noted, it is managements opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximate their carrying value, unless otherwise noted.



|1.  Receivables | June 30 2004


$ | December 31, 2003

$
|--------------- | ---------------- | --------------------
|Trade           | -                | 4,122               
|                |                  |                     
|                | -                | 4,122               



|3. Capital Assets    |         |                            | June 30, 2004     | December 31, 2003
|-------------------- | ------- | -------------------------- | ----------------- | -----------------
|                     | Cost

$ | Accumulated Depreciation
$ | Net book Value

$ | Net Book Value

$
|Office furniture     | 7,484   | 1,688                      | 5,796             | 9,900            
|Production equipment | -       | -                          | -                 | 77,170           
|                     |         |                            |                   |                  
|                     | 7,484   | 1,688                      | 5,796             | 87,070           



F-9



TERRA NOSTRA TECHNOLOGY LTD.

(FORMERLY KNOWN AS TERRA NOSTRA RESOURCES LTD.)

(A Development Stage Company)

Notes to the consolidated financial statements

JUNE 30, 2004 AND DECEMBER 31, 2003

(EXPRESSED IN U.S. DOLLARS



|4.  Accounts Payable      | June 30 2004


$ | December 31, 2003

$
|------------------------- | ---------------- | --------------------
|Trade                     | 345,647          | 298,415             
|Wages and fringe benefits | 910              | 26,801              
|Sales tax                 | (17,533)         | (13,866)            
|                          |                  |                     
|                          | 329,024          | 311,350             



1.

Stockholders Equity



The Company is authorized to issue 100 million shares of common stock at a par value of $0.001 and had 32,045,239 shares of common stock issued and outstanding as of June 30, 2004 and 29,528,900 as at June 30, 2003.



2.

Income Taxes



The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," ("SFAS 109"). Under SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.



There were no current or deferred income tax expenses or benefits due to the fact that the Company did not have any material operations for the three years period.

The income taxes were calculated at the statutory rates of the federal and state franchise tax authorities.



The Company has incurred losses that can be carried forward to offset future earnings of condition of the Internal Revenue Codes are met.



3.

Business Acquisition



During the fiscal year 2003 the following acquisitions took place:



(a)

On March 26, 2003, the Company entered into a Share Exchange Agreement whereby it acquired all of the issued and outstanding shares of capital stock of Corporation CCIP Inc., a private Quebec, Canada corporation (CCIP), which consists of 100 Class A shares and 115,000 Class B shares.  Under the terms of the acquisition, 15,000,000 common shares of the Companys Stock were issued to the stockholders of CCIP for a value of $9,000,000 ($0.60 per share).  The issuance and delivery of the Companys shares pursuant to the acquisition took place on April 7, 2003. On March 30, 2004, the Company entered into a Share Exchange Agreement with 9126-9338 Quebec Inc. (Quebec Inc.) in settlement of a dispute between the Company and Quebec Inc. Under the terms of the Share Exchange Agreement, the Company was to form a wholly-owned subsidiary (CCIP2) to acquire all of the assets and liabilities of Corporation CCIP and distribute the shares of CCIP2 to the Companys stockholders.

F-10





TERRA NOSTRA TECHNOLOGY LTD.

(FORMERLY KNOWN AS TERRA NOSTRA RESOURCES LTD.)

(A Development Stage Company)

Notes to the consolidated financial statements

JUNE 30, 2004 AND DECEMBER 31, 2003

(EXPRESSED IN U.S. DOLLARS



Quebec Inc. was to return to the Company 14,586,000 shares of Terra Nostras common stock and be responsible for drafting of an information statement  on Schedule 14C

regarding the spin-off.  Louis Nadeau, Marc Fournier, and Philippe LaMontagne resigned as officers and directors of the Company at the time of the Share Exchange Agreement.



In July 2004, the parties entered into an Amendment to Share Exchange Agreement, whereby certain provisions of the Share Exchange Agreement were modified. The parties agreed that the shares of CCIP would not be delivered to the shareholders of the Company in a spin-off but rather that they would be delivered to Quebec Inc. in exchange for 14,588,667 shares of Terra Nostra common stock delivered to it by Quebec Inc. prior thereto. Terra Nostra also agreed to the cancellation of a debt owed to it by CCIP or its director in the amount of $36,939.  The parties agreed that the effective date of the amendment was April 1, 2004.



(a)

On August 31, 2003 the Company entered into a Share Exchange Agreement whereby it acquired 100% of Biointegra Inc., a Quebec private company which will develop the bio insecticide.  The consideration paid was 23 738 common shares of the company valued at $0.40 per share.



c)

The allocation of the purchase prices for the foregoing acquisitions was as follows:



|                    | Corporation CCIP
$ | Biointegra Inc.
$
|------------------- | ------------------ | -----------------
|                    |                    |                  
|Current assets      | 13,251             | 3,663            
|Capital assets      | 82,281             | -                
|Current liabilities | (40,285)           | (3,423)          
|                    |                    |                  
|                    | 55,247             | 240              



8.  RELATED PARTY TRANSACTIONS



On March 30, 2004, the Company entered into a Share Exchange Agreement with 9126-9338 Quebec Inc. (Quebec Inc.), a private Quebec corporation controlled by Mr. Louis Nadeau,  who was a member of the Companys Board of Directors at the time of the Agreement, pursuant to which the Company will distribute sharesof a newly formed wholly-owned subsidiary, CCIP2, on a pro rata basis in exchange for 14,586,000 shares of the Companys common stock.  The share exchange is subject to compliance with certain regulatory requirements.



In July 2004, the parties entered into an Amendment to Share Exchange Agreement, whereby certain provisions of the Share Exchange Agreement were modified. The parties agreed that the shares of CCIP by Quebec Inc. would not be delivered to the shareholders of the Company in a spin-off but rather that they would be delivered to Quebec Inc. in exchange for 14,588,667 shares of Terra Nostra common stock delivered to it prior thereto. Terra Nostra also agreed to the cancellation of a debt owed to it by CCIP or its director in the amount of $36,939.  The parties agreed that the effective date of the amendment was April 1, 2004.







F-11



ITEM 2.  MANAGEMENTS DISCUSSION AND ANALYSIS





CHANGES IN FINANCIAL CONDITION



As of December 31, 2003, the Company had total assets of $742,426 and $623,396 in total assets as of June 30, 2004.  The Companys cash and cash equivalents decreased from $5,032 on December 31, 2003 to $2,708 on June 30, 2004.  The Company had accounts receivable of $4,122 on December 31, 2003 as compared to no accounts receivable as at June 30, 2004. This was due to the fact that the Company disposed of its wholly-owned subsidiary, Corporation CCIP (CCIP), by delivering all of the issued and outstanding shares of CCIP to a private Quebec corporation owned by Mr. Louis Nadeau, who was a director of the Company at the time of the transaction, in exchange for 14,588,667 shares of the Companys common stock.



The Company's management believes that upon achieving further capitalization of $1 million that its wholly owned subsidiary, Biointegra Inc. (Biointegra), will generate sufficient revenues to meet the operating expenses of Terra Nostra and Biointegra.  There are no guarantees that such capitalization can be achieved at this time. The commercialization of the Biointegra technology will be necessary for the Company to be able to generate sufficient revenues for operations of the Company and its wholly owned subsidiary, Biointegra.



The Company entered into a subscription agreement with TGLP Capital Inc. (TGLP) on October 21, 2003, whereby TGLP agreed to fund a total of $500,000 to the Company for operations.  The Company has not yet received the proceeds from this offering.  Should the Company receive the proceeds such funds will be used towards the capital requirements of the Company for the commercialization of Biointegra.  The Company cannot be assured that it will receive the proceeds from this offering.  Presently this amount is carried on the books of the Company as a note receivable.



Biointegra presently does not generate any revenues.  Should the Company be successful in financing the commercialization of the Biointegra technology it expects to generate revenues by the fourth quarter of 2004.



Balance Sheet Data:

|                           |   | June 30, 2004 |   | December 31, 2003
|-------------------------- | - | ------------- | - | -----------------
|Cash and cash equivalents  | $ | 2,708         | $ | 5,032            
|Accounts receivable        | $ | -             | $ | 4,122            
|Note receivable            | $ | 500,000       | $ | 500,000          
|Income taxes               | $ | 57,778        | $ | 44,944           
|Advances to a director     | $ | -             | $ | 36,939           
|Prepaid expenses           | $ | 2,695         | $ | 14,368           
|Total assets               | $ | 623,396       | $ | 742,426          
|Total stockholders equity | $ | 86,495        | $ | 222,263          
|                           |   |               |   |                  



3



RESULTS OF OPERATIONS



Revenues



Terra Nostra earned revenues of $21,807 for the six months ended June 30, 2004, with revenues during the same period ended June 30, 2003 of $49,057. The revenues earned as at June 30, 2004 were derived from the operations of CCIP.  The only revenues derived during the six months ended 2004 were $21,807 from the operations of CCIP as compared to June 30, 2003 revenues of $32,890 from the operations of CCIP, $1,937 from petroleum and natural gas sales and $14,230 from a gain in disposition of the oil and gas assets.  On March 30, 2004, the Company entered into an agreement with certain of the shareholders of the Company, who were also members of the Companys Board of Directors, regarding the spin-off of CCIP.  The Agreement was amended and the shares of CCIP were delivered to a private Quebec corporation owne by Mr. Louis Nadeau, a prior officer and director of the Company. The Company will no longer generate revenues from the CCIP operations.  The Company presently does not generate any revenues and is focusing its efforts around commercializing the technology owned by Biointegra in order to generate revenues. In order to generate revenues from Biointegra, the Company will need toraise sufficient capital to commercialize the technology.  The Company hopes to have a product ready for commercial application in Canada and the U.S. and to have commenced sales by the first quarter of 2005.

.

Expenses

Statement of Operations Data:

|                                                            | SIX MONTH PERIOD ENDED JUNE 30, 2004 | SIX MONTH PERIOD
ENDED JUNE 30, 2003
|----------------------------------------------------------- | ------------------------------------ | ------------------------------------
|Net Sales                                                   | $                                    | 21,807                              
|Loss from operations                                        | $                                    | (162,138)                           
|Net loss                                                    | $                                    | (140,331)                           
|Net loss per common share                                   | $                                    | (0.005)                             
|Weighted average number of common shares outstanding, basic |                                      | 30,758,727                          



During the six months ended June 30, 2004 and 2003, we incurred operating expenses of $162,138 and $133,281 respectively.  The following table provides a breakdown of operating expenses by category.



General Operating Expenses

|                                                                     |   | SIX MONTH PERIOD ENDED JUNE 30, 2004 |   | SIX  MONTH PERIOD ENDED
JUNE, 2003
|-------------------------------------------------------------------- | - | ------------------------------------ | - | ----------------------------------
|Professional fees                                                    | $ | 993                                  | $ | 12,090                            
|Consulting fees                                                      | $ | 29,087                               | $ | 9,767                             
|Other administrative expenses                                        | $ | 79,300                               |   | 109,908                           
|Petroleum & Natural Gas related costs (incl. Depletion & impairment) | $ | -                                    | $ | 1,516                             
|TOTAL                                                                | $ | 162,138                              | $ | 133,281                           

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Other administrative expenses have decreased substantially during the first six months of 2004, compared to the same period in 2003 due to the divestiture of the operations of CCIP. Professional fees have decreased from due to the fact that the Company has not received any billings for the three-month period ended June 30, 2004 from its legal counsel. Consulting fees have increased due to the Company requiring additional consultants in regard to the divestiture of CCIP.



LIQUIDITY AND CAPITAL RESOURCES



As of June 30, 2004 we had cash of $2,708 and working capital of $26,280, compared to cash of $5,032 and working capital of $85,242 at December 2003.  The decrease in working capital is due in part to the write-off of an advance of $36,939 to one of the Companys directors in connection with the disposition of CCIP.



Funds used in operations for the first six

months of 2004 were $77,935 as compared to funds used in operations of $8,942,768 for the first six months of 2003.  The difference is due to the write down of good will during the period ended June 30, 2003.

At present, based on current operations, we do not have sufficient cash and liquid assets to satisfy its cash requirements on a monthly basis.  While we generated income from sales of insecticides during 2003 and the first quarter of 2004, we have entered into an agreement to divest the shares of CCIP and therefore we will not receive any further revenue from these operations. We will be required to raise funds to meet the Companys current monthly overhead, which will include the on-going business of one operational subsidiary.  The Company will require approximately $1,000,000 to cover its anticipated overhead and operational needs for the upcoming twelve-month period.  The Company expects that it will be able to obtain additional equity and/or debt financing to meet this need.

The Companys operational plans call for the expenditure of approximately $300,000 over the next twelve months on research and development, $200,000 on equipment and the establishment of a production facility, $200,000 for operational overhead of our subsidiary, and $300,000 for operational overhead of the Company including legal, accounting, management fees, and other general operating expenses.

We anticipate that we will be required to raise additional funds to finance our current plan of growth and existing operations through the next twelve months.  Our principal source of capital has been equity financing from investors and our founders. Meeting our future financing requirements is dependent on access to equity and debt capital markets. We may not be able to raise additional equity when required or on favorable terms that are not dilutive to existing shareholders or obtain loans that have terms and conditions that the Company can perform under.



FINANCING ACTIVITIES



The Company did not undertake any financing activities during the quarter ended June 30, 2004.



ITEM 3 - CONTROLS AND PROCEDURES



The Company's executive officers, Mr. Regis Bosse, who serves as the Company's principal executive officer and Mr. Daniel Julien, the Companys principal accounting officer, have implemented the Company's disclosure controls and procedures to ensure that material information relating to the Company is made known to Mr. Bosse and Mr. Julien.  Mr. Bosse and

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Mr. Julien have evaluated the effectiveness of the Company's disclosure controls and procedures as of June 30, 2004 (the Evaluation Date).



Based on such evaluation, Mr. Bosee and Mr. Julien have concluded that, as of the Evaluation Date, the Company's disclosure controls and procedures are effective in alerting them on a timely basis to material information relating to the Company that is required to be included in our reports filed or submitted under the Securities Exchange Act of 1934.  Moreover, there were no significant changes in internal controls or in other factors that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.



PART II  OTHER INFORMATION



ITEM 1.

LEGAL PROCEEDINGS



Not Applicable



ITEM 2.

CHANGES IN SECURITIES



Not Applicable



ITEM 3.

DEFAULT UPON SENIOR SECURITIES



Not Applicable



ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



On May 4, 2004, the Company filed a preliminary information statement on Schedule 14C relating to the proposed spin off of CCIP.  The Company determined not to proceed with the proposed spin-off and therefore no definitive 14C-211 will be filed or distributed to the shareholders.



ITEM 5.

OTHER INFORMATION



On March 30, 2004, the Company entered into a Share Exchange Agreement with 9126-9338 Quebec Inc., (Quebec Inc.) more particularly described in the Companys quarterly report on Form 10-QSB for the period ended March 31, 2004 as filed with the Securities Exchange and Commission. The Share Exchange Agreement was amended effectively as of April 1, 2004 and the Company agreed to exchange all of the issued and outstanding shares of CCIP in for 14,588,667 shares of the Company, which are to be retained by the Company.



The Company has received the resignations of Louis Nadeau, Marc Fournier and Philippe LaMontagne.



ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K



a.

EXHIBITS-



Exhibits:

|3.1 | Articles of Incorporation and amendments thereto | Incorporated by reference to the Exhibits attached to the Companys Registration Statement on Form 10-SB filed with the SEC on February 19, 2002, file number 000- 49631.
|--- | ------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|3.2  | Bylaws                                                                                                                                 | Incorporated by reference to the Exhibits attached to the Companys Registration Statement on Form 10-SB filed with the SEC on February 19, 2002, file number 000- 49631.             
|---- | -------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4    | Form of Common Stock Specimen                                                                                                          | Incorporated by reference to the Exhibits attached to the Company's Registration Statement on Form 10-SB filed with the SEC on February 19, 2002, file number 000- 49631.             
|10.1 | General Conveyance Agreement dated September 1, 1996, by and between the Corporation and Buccaneer Holdings Inc., a Belize corporation | Incorporated by reference to the Exhibits attached to the Company's Registration Statement on Form 10-SB, Amendment No. 2, filed with the SEC on May 16, 2002, file number 000- 49631.
|10.2 | Purchase and Sale Agreement dated August 26, 2002 by and between the Company and FACT Corporation                                      | Incorporated by reference to the Exhibits attached to the Companys Quarterly Report on Form 10-QSB filed with the SEC on November 14, 2002.                                          
|10.3 | Share Exchange Agreement dated March 26, 2003 by and between the Company and 9126-2238 Quebec Inc.                                     | Incorporated by reference to the Exhibits attached to the Companys report on Form 8-K filed with the SEC on March 28, 2003                                                           
|10.4 | Purchase Agreement between the Company, Capital Reserve Canada Ltd., and FACT Corporation dated June 15, 2003.                         | Incorporated by reference to the Exhibits attached to the Companys Quarterly Report on Form 10-QSB filed with the SEC on November 14, 2003.                                          
|10.5 | Share Exchange Agreement between the shareholders of Biointegra, Inc. and the Company dated September 26, 2003.                        | Incorporated by reference to the Exhibits attached to the Companys Annual Report on Form 10-KSB filed with the SEC on April 15, 2004.                                                
|10.6 | Spin-off Agreement between the Company and 9126-2238 Quebec Inc. dated March 30, 2004                                                  | Incorporated by reference to the Exhibits attached to the Companys Annual Report on Form 10-KSB filed with the SEC on April 15, 2004.                                                
|10.7 | Amendment to Share Exchange Agreement between the Company and 9126-2238 Quebec Inc. dated July  30, 2004.                              | Filed herewith                                                                                                                                                                        
|31   | Section 302 Certification- Chief Executive Officer                                                                                     | Filed herewith                                                                                                                                                                        
|32   | Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                  | Filed herewith                                                                                                                                                                        



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(b)

Reports on Form 8-K   None

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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.

TERRA NOSTRA TECHNOLOGY LTD.

Date:  August 19, 2004



By:/s/ Regis BosseName: Regis Bosse 
Title:  President





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