U.S. SECURITIES AND EXCHANGE COMMISSION

FORM 10-QSB

(Mark One)

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

For the quarterly period ended:	September 30, 2003

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

For the transition period from to

Commission file number 0-17232

TERRA NOSTRA TECHNOLOGY LTD.



|NEVADA                                                        | 86-0875500                      
|------------------------------------------------------------- | --------------------------------
|(State or other jurisdiction ofincorporation or organization) | (IRS EmployerIdentification No.)

Suite 720, 2160 rue de la Montagne,

(514) 845-7756

(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 las practicable date:

30,145,471 shares of Class A common stock, $0.001 par value, as of November 4, 2003

Transitional Small Business Disclosure Format (check one):	Yes  No X

PART I - 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 nine month periods ended September 30, 2003 and 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. For further information refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2002.

|                                                     | Page  
|---------------------------------------------------- | ------
|                                                     |       
|Unaudited Consolidated Financial Statements          |       
|Balance Sheets                                       | 3     
|Statements of Operations                             | 4     
|Statements of Cash Flows                             | 5 to 6
|Statements of Stockholders' Equity                   | 7     
|Notes to Unaudited Consolidated Financial Statements | 8     

2



|TERRA NOSTRA TECHNOLOGY LTD. (formerly Terra Nostra Resources Ltd.)(A Development Stage Company)Consolidated Balance Sheets(unaudited)
|--------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                      
|                                                                                                                                      
|ASSETS                                                                                                                                
|Current Assets                                                                                                                        
|Cash                                                                                                                                  
|Accounts receivable                                                                                                                   
|Loans receivable                                                                                                                      
|Prepaid expenses                                                                                                                      
|Total Current Assets                                                                                                                  
|                                                                                                                                      
|Property and Equipment                                                                                                                
|Equipment                                                                                                                             
|Oil & Gas Leases                                                                                                                      
|Less accumulated depletion and impairment                                                                                             
|Total Fixed Assets                                                                                                                    
|                                                                                                                                      
|Research and Development                                                                                                              
|Inventory                                                                                                                             
|Goodwill                                                                                                                              
|                                                                                                                                      
|Total Assets                                                                                                                          
|                                                                                                                                      
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                  
|                                                                                                                                      
|Current Liabilities                                                                                                                   
|Accounts payable                                                                                                                      
|Accounts payable (related parties)                                                                                                    
|Accrued expenses                                                                                                                      
|Loans payable                                                                                                                         
|Total Current Liabilities                                                                                                             
|                                                                                                                                      
|Future Site Restoration                                                                                                               
|                                                                                                                                      
|Stockholders' Equity                                                                                                                  
|Common Stock - authorized 100,000,000 shares of 0.001 par value; 29,615,471 and 14,568,900 issued and outstanding for 2003 and 2002   
|Proceeds due from the issue of common stock                                                                                           
|Accumulated deficit                                                                                                                   
|Total Stockholders' Equity                                                                                                            
|Total Liabilities and Stockholders' Equity                                                                                            

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

3



|TERRA NOSTRA TECHNOLOGY LTD. (formerly Terra Nostra Resources Ltd.)(A Development Stage Company)Consolidated Statements of Operations(unaudited)
|------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                
|                                                                                                                                                
|Revenues                                                                                                                                        
|Petroleum & natural gas (net of royalties)                                                                                                      
|Related costs (including depletion and impairment)                                                                                              
|Insecticides                                                                                                                                    
|                                                                                                                                                
|                                                                                                                                                
|Costs and Expenses                                                                                                                              
|Insecticides                                                                                                                                    
|Legal                                                                                                                                           
|Consulting Fees                                                                                                                                 
|Other Administrative expenses                                                                                                                   
|                                                                                                                                                
|                                                                                                                                                
|Loss from operations                                                                                                                            
|                                                                                                                                                
|Other income and expenses                                                                                                                       
|Gain from disposal of assets                                                                                                                    
|                                                                                                                                                
|                                                                                                                                                
|Provision for income taxes                                                                                                                      
|                                                                                                                                                
|Net Loss                                                                                                                                        
|                                                                                                                                                
|Net Loss per Common Share                                                                                                                       
|                                                                                                                                                
|Weighted Average Number of Common Shares Used in Calculation                                                                                    
|                                                                                                                                                

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

4



|TERRA NOSTRA TECHNOLOGY LTD. (formerly Terra Nostra Resources Ltd.)Consolidated Statements of Cash Flows(Unaudited)
|-------------------------------------------------------------------------------------------------------------------
|                                                                                                                   
|                                                                                                                   
|Cash From Operating Activities:                                                                                    
|Net (Loss) from continuing operations                                                                              
|Reconciling adjustments                                                                                            
|Depreciation and amortization                                                                                      
|Gain on disposal of assets                                                                                         
|Changes in operating assets and liabilities                                                                        
|Loan receivable                                                                                                    
|Other asset                                                                                                        
|Accounts receivable                                                                                                
|Prepaid Expenses                                                                                                   
|Goodwill                                                                                                           
|Accounts payable and accrued expenses                                                                              
|Net Cash Flows From Operating Activities                                                                           
|                                                                                                                   
|Cash From Investing Activities:                                                                                    
|Acquisition of oil and gas properties                                                                              
|Acquisition of Inventory                                                                                           
|Research and Development Expenditures                                                                              
|Acquisition of equipment                                                                                           
|Net Cash Flows From Investing Activities                                                                           
|                                                                                                                   
|Cash From Financing Activities:                                                                                    
|Issue of common stock                                                                                              
|Loans payable                                                                                                      
|Proceeds due from the issue of common stock                                                                        
|Shareholders loan                                                                                                  
|Net Cash Flows From Financing Activities                                                                           
|                                                                                                                   
|Net change in cash and cash equivalents                                                                            
|Cash at beginning of period                                                                                        
|Cash at end of period                                                                                              
|                                                                                                                   

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

5

|TERRA NOSTRA TECHNOLOGY LTD. (formerly Terra Nostra Resources Ltd.)(A Development Stage Company)Supplemental Information to Statement of Cash Flows(unaudited)
|--------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                              
|Acquisition of Corporation CCIP Inc.                                                                                                                          
|Common stock issued to acquire CCIP                                                                                                                           
|Assets and Liabilities acquired:                                                                                                                              
|Cash                                                                                                                                                          
|Accounts Receivable                                                                                                                                           
|Prepaid expenses                                                                                                                                              
|Equipment                                                                                                                                                     
|Accounts payable                                                                                                                                              
|Deferred income                                                                                                                                               
|Loan payable                                                                                                                                                  
|                                                                                                                                                              
|                                                                                                                                                              
|Goodwill on acquisition                                                                                                                                       
|                                                                                                                                                              
|Acquisition of Biointegra Inc.                                                                                                                                
|Common stock issued to acquire Biointegra                                                                                                                     
|Assets and Liabilities acquired:                                                                                                                              
|Cash                                                                                                                                                          
|Accounts Receivable                                                                                                                                           
|Inventory                                                                                                                                                     
|Due to an administrator                                                                                                                                       
|                                                                                                                                                              
|                                                                                                                                                              
|Goodwill on acquisition                                                                                                                                       



6



|TERRA NOSTRA TECHNOLOGY LTD.(FORMERLY KNOWN AS TERRA NOSTRA RESOURCES LTD.)(a Development Stage Company)Statement of Shareholders' Equity(Unaudited)
|----------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                    
|                                                                                                                                                    
|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                                                                                            
|Cancellation of stock issued to acquire oil & gas leases                                                                                            
|Issue of Common Stock for Biointegra                                                                                                                
|Loss to September 30, 2003                                                                                                                          
|Stock Reserved for Issuance to settle debt (See Note 2)                                                                                             
|Balance at September 30, 2003                                                                                                                       

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

7

TERRA NOSTRA TECHNOLOGY LTD.(FORMERLY KNOWN AS TERRA NOSTRA RESOURCES LTD.)(A DEVELOPMENT STAGE COMPANY)Notes to Unaudited Financial StatementsSeptember 30, 2003

Note 1 - Management's Statement

The financial statements included herein have been prepared by Terra Nostra Technology Ltd. (the "Company") without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the December 31, 2002, audited financial statements and the accompanying notes included in the Annual Report on Form 10-KSB. While management believes the procedures followed in preparing these financial statements are reasonable, the accuracy of the amounts are in some respect's dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.

The management of the Company believes that the accompanying unaudited financial statements contain all adjustments (including normal recurring adjustments) necessary to present fairly the operations and cash flows for the periods presented.

Note 2 - Summary of Significant Accounting Policies

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 shareholders of CCIP for a value of $9,000,000 ($0.60per share). The issuance and delivery of the Company's shares pursuant to the acquisition took place on April 7, 2003.

CCIP offers viral bio insecticides produced by them to the North American market. CCIP owns the rights to three viral bio insecticide products registered in Canada.

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

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"), 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.

8

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 shares at a deemed price of $0.40 per share in settlement of $257,302 of debt on the balance sheet of the Company. 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, as of the date of this report the shares remain reserved for issuance but not yet issued.

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS

Certain information in this report, including the following discussion, may include forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. The Company intends the disclosure in these sections and throughout this report on Form 10-QSB to be covered by the safe harbor provisions for forward-looking statements. All statements regarding the Company's expected financial position and operating results, its business strategy, its financing plans, and the outcome of any contingencies are forward-looking statements. These statements can sometimes by identified by the Company's use of words such as "may", "believe", "plan", "will", "anticipate", "estimate", "expect", "intend", and other phrases of similar meaning. Known and unknown risks, uncertainties and other factors could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and was derived using numerous assumptions.

CHANGES IN FINANCIAL CONDITION

Commencing with the acquisition of CCIP Corporation ("CCIP") on March 26, 2003, the financial condition of Terra Nostra Technology Ltd. has changed significantly. As of December 31, 2002, the Company had total assets of $13,376. As a result of the acquisition of CCIP, related research and development activities over the past nine months and the acquisition of a second subsidiary, Biointegra Inc., the Company has total assets of $9,224,707 as at September 30, 2003. Almost all of the increases in the Company's assets is due to goodwill in the amount of $8,954,008 which relates to the deemed value of $9,000,000 ascribed to the 15,000,000 shares of common stock issued by the Company to acquire all of the outstanding shares of CCIP and $9,495 which relates to the goodwill ascribed to the 23,738 shares of common stock issued by the Company for the acquisition of Biotegra Inc. The Company's cash and cash equivalents increased from $2,665 on December 31, 2002 to $60,801 on September 30, 2003 and there was an increase in accounts receivable from $4,518 on December 31, 2002 to $6,807 on September 30, 2003. Prepaid expenses also increased from $1,193 as of December 31, 2002 to $20,238 as of September 30, 2003.

The Company's management believes that the operations of CCIP Corporation and Biointegra Inc. will generate sufficient revenues to meet the operating expenses of Terra Nostra, CCIP and Biointegra starting in the first quarter of year 2004. The Company has raised $500,000USD subsequent to the end of the September 30, 2003 quarterto finance its operations and the expansion of CCIP and Biointegra. In order to accelerate sales, the Company is seeking to raise an additional $1,500,000USD. There are no guarantees that such financing can be achieved at this time. The Company has entered into discussions with various funding sources regarding such fundraising.

Balance Sheet Data:

|                           |   | September 30, 2003 |   | December 31, 2002
|-------------------------- | - | ------------------ | - | -----------------
|Cash and cash equivalents  | $ | 60,801             | $ | 2,665            
|Account receivable         | $ | 6,807              | $ | 4,518            
|Loan receivable            | $ | -                  | $ | 5,000            
|Prepaid expenses           | $ | 20,238             | $ | 1,193            
|Other assets               | $ | 88,230             | $ | -                
|Goodwill                   | $ | 8,954,008          | $ | -                
|Oil and gas leases         | $ | -                  | $ | -                
|Total assets               | $ | 9,224,707          | $ | 13,376           
|Total stockholders' equity | $ | 9,032,697          | $ | (147,361)        
|                           |   |                    |   |                  

9

RESULTS OF OPERATIONS

Revenues

Terra Nostra earned revenues of $24,833 for the three months ended September 30, 2003, with revenues during the same period from the previous year being $1,011, with nil for the three months ended September 30, 2003, and $1,011 for the three months ended September 30, 2002 being derived from oil production from the Company's producing well and $24,833 derived from the sale of insecticides for the three months ended September 30, 2003 with no comparable revenue for the three months ended September 30, 2002. In June 2003, the Company sold its only producing well and the Company will not derive any further income from oil and gas activities in the future.

Expenses

Statement of Operations Data:

|                                               | NINE MONTH PERIOD ENDED SEPTEMBER 30, 2003 | NINE MONTH PERIODENDED SEPTEMBER 30, 2002
|---------------------------------------------- | ------------------------------------------ | -----------------------------------------
|Net Sales (net of oil and gas operating costs) | 61,176                                     | 2,469                                    
|Loss from operations                           | (189,010)                                  | (98,449)                                 
|Gain from disposal of assets                   | 14,230                                     | -                                        
|Net Income (loss)                              | (116,636)                                  | (49,308)                                 
|Net Income (loss) per common share             | (0.005)                                    | (0.004)                                  
|Weighted average common shares outstanding     | 25,070,214                                 | 12,695,294                               
|                                               |                                            |                                          

During the nine months ended September 30, 2003 and 2002, we incurred operating expenses of $189,010 and $100,918, respectively. The following table provides a breakdown of operating expenses by category.

General Operating Expenses

|                              | NINE MONTH PERIOD ENDED SEPTEMBER 30, 2003 | NINE MONTH PERIOD ENDED SEPTEMBER 30, 2002
|----------------------------- | ------------------------------------------ | ------------------------------------------
|Legal fees                    | 12,090                                     | 18,555                                    
|Consulting fees               | 13,908                                     | 42,752                                    
|Other administrative expenses | 160,358                                    | 38,611                                    
|Insecticide costs             | 2,654                                      | -                                         
|TOTAL                         | $ 189,010                                  | $ 100,918                                 

Other administrative expenses have increased substantially during the first nine months of 2003, compared to the same period in 2002. This is primarily due to the activities undertaken by management in seeking acquisition opportunities and the results of operations of CCIP Corporation during the period since the Company's acquisition of CCIP. As we continue the operations of CCIP and Biointegra Inc., we anticipate our administrative expenses will continue to increase. Legal fees for the period ended September 30, 2003 are $12,090, $18,555 for the period ended September 30, 2002, relate to the acquisition of CCIP and ongoing securities work required to meet regulatory requirements of the Securities and Exchange Commission. Consulting fees have substantially decreased for the period ended September 30, 2003 to $13,908 from $42,752 for the period ended September 30, 2002 due to the fact that the Company now pays management fees to key personnel as opposed to consulting fees.

10

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2003 we had cash of $60,801 and a working capital deficit of $104,164 compared to cash of $2,665 and a working capital deficit of $142,877 at December 31, 2002.

Funds used in operations for the first nine months of 2003 were $9,205,950, compared to funds used in operations of $56,226 for the first nine months of 2002. This dramatic difference is almost entirely related to the addition of goodwill of $8,954,008 from the acquisition of CCIP and Biointegra. During the first nine months of fiscal year 2003, the Company reduced its accounts payable by $104,487, while the accounts payable and accrued expenses increased by $49,987 during the first nine months of fiscal year 2002. This change is predominantly attributable to a debt settlement concluded during the quarter whereby the Company settled total debt of $257,302 by the issuance of 643,256 shares of its common stock.

Since inception, we have financed operations primarily through sales of equity securities and loans. Loans totaling $140,244 for general working capital were received during the nine months ended September 30, 2003, with no similar activity in the corresponding nine months ended September 30, 2002.

Our current operating cash expenditures are expected to be approximately $40,000.00 per month. Our current cash and other assets are sufficient to carry our operations for the next 12 months.

The Company has raised $500,000USD subsequent to the end of the September 30, 2003 quarter

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

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 shares at a deemed price of $0.40 per share in settlement of $257,302 of debt on the balance sheet of the Company.

The Company has loans payable of $140,244 for the period ended September 30, 2003. The funds have been provided by arms length parties to continue operations.

REPORT OF MANAGEMENT'S RESPONSIBILITY

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosedin our Exchange Act reports is recorded, processed, summarized and reported withinthetime periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Within 90 days prior to the date ofthis report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based upon the foregoing, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures are effective in connection with the filing of this Quarterly Report on Form 10-QSB for the quarter ended September 30, 2003.

11

There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any significant deficiencies or material weaknesses of internal controls that would require corrective action.

Prior to the filing date of this quarterly report, the Company had not adopted a complete set of written policies, controls and procedures. The Company is now developing such written document and expects that in the process of such undertaking it will discover internal control policies and practices that the Company should implement and follow that are not part of its current practice.

PART II - OTHER INFORMATION

ITEM 1. 	LEGAL PROCEEDINGS

Not Applicable

ITEM 2.	CHANGES IN SECURITIES

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"), 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. The shares issued under this offering were issued in offshore transactions since the offerees were not in the United States and the purchasers were outside the United States at the time of the purchase. Moreover, there were no directed selling efforts of any kind made in the United States. All documents used in connection with the offers and sales of the securities offshore included statements to the effect that the securities have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. persons unless the securities are registered under the Act or an exemption therefrom is available and that no hedging transactions involving those securities may not be conducted unless in compliance with the Act. Each offshore subscriber certified that he or it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person and agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an available exemption from registration. The shares sold are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom and the Company is required to refuse to register any transfer that does not comply with such requirements.

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 shares at a deemed price of $0.40 per share in settlement of $257,302 of debt on the balance sheet of the Company. 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, as of the date of this report the shares remain reserved for issuance but not yet issued. The shares issued under this offering were issued in offshore transactions since the offerees were not in the United States and the purchasers were outside the United States at the time of the purchase. Moreover, there were no directed selling efforts of any kind made in the United States. All documents used in connection with the offers and sales of the securities offshore included statements to the effect that the securities have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. persons unless the securities are registered under the Act or an exemption therefrom is available and that no hedging transactions involving those securities may not be conducted unless in compliance with the Act. Each offshore subscriber certified that he or it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person and agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an available exemption from registration. The shares sold are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Securities Act of 1933 or an exemption therefrom and the Company is required to refuse to register any transfer that does not comply with such requirements.

12

ITEM 3.	DEFAULT UPON SENIOR SECURITIES

Not Applicable

ITEM 4. 	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable

ITEM 5.	OTHER INFORMATION

Not Applicable

ITEM 6.	EXHIBITS AND REPORTS ON FORM 8-K

a.  Exhibits



|3(i)(a) | Articles of Incorporation                                                                                                           | Incorporated by reference to the Exhibits attached to the Company's Registration Statement on Form 10-SB, File No. 000-49631, filed with the SEC on Feb. 19, 2002.                                                                                                     
|------- | ----------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3(i)(b) | Amendment to Articles of Incorporation dated January 25, 2002.                                                                      | Incorporated by reference to the Company's Quarterly Report on Form 10-QSB filed with the SEC on May 20, 2003.                                                                                                                                                         
|3(i)(c) | Amendment to Articles of Incorporation dated February 5, 2002.                                                                      | 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 No. 000-49631.                                                                                     
|3(i)(d) | Amendment to Articles of Incorporation dated April 2, 2003.                                                                         | Incorporated by reference to the Exhibits attached to the Company's Current Report on Form 8-K dated March 28, 2003                                                                                                                                                    
|3(ii)   | Bylaws                                                                                                                              | Incorporated by reference to the Exhibits attached to the Company's Registration Statement on Form 10-SB, File No. 000-49631, filed with the SEC on Feb. 19, 2002.                                                                                                     
|4       | Form of Common Stock Specimen                                                                                                       | Incorporated by reference to the Exhibits attached to the Company's Registration Statement on Form 10-SB, File No. 000-49631, filed with the SEC on Feb. 19, 2002.                                                                                                     
|10.1    | General Conveyance Agreement dated September 1, 1996, by and between the Company 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 No. 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 Current Report on Form 8-K dated March 28, 2003                                                                                                                                                    
|10.4    | Purchase Agreement between the Company, Capital Reserve Canada Ltd., and FACT Corporation dated June 15, 2003.                      | Filed herewith                                                                                                                                                                                                                                                         
|10.5    | Share Exchange Agreement between the shareholders of Biointegra, Inc. and the Company dated September 26, 2003.                     | This document was prepared and executed in the French language. The Registrant is currently working to have the document translated into English and will file an amendment to this Form 10-QSB with such translation attached as an Exhibit when it becomes available.
|31      | Rule 13a-14(a)/15d-14(a) Certification                                                                                              | Filed herewith                                                                                                                                                                                                                                                         
|32      | Section 1350 Certification                                                                                                          | Filed herewith                                                                                                                                                                                                                                                         

13

b.  Reports on Form 8-K

Not applicable

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: November 12, 2003

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

14