UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                  FORM 10-KSB/A

[  X ]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXHANGE ACT
OF  1934

           For  the  Fiscal  Year  ended  March  31,  2002

[   ]     TRANSITION  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXHANGE
ACT  OF  1934  For  the  transition  period  from  _____  to  _____

                             Commission File Number:
                                     0-15654

                         TRANSPIRATOR TECHNOLOGIES, INC.
           (Name of small business issuer as specified in its charter)

               DELAWARE                                   22-2789408
      (State or other jurisdiction       (I.R.S. Employer Identification Number)
    of incorporation or organization)

          2 DANIEL ROAD FAIRFIELD, NJ                        07004
    (Address of principal executive offices)               (Zip Code)

                                  973-882-9369
                           (Issuer's telephone number)

         SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:

                 Title of each class:                 Name of each exchange
                                                      on which registered:
                         NONE                                 NONE

         SECURITIES REGISTERED UNDER SECTION 12(G) OF THE EXCHANGE ACT:

                          COMMON STOCK, $0.01 PAR VALUE

Check  whether  the  issuer  (1)  has  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the preceding 12 months (or for
such  shorter period that the issuer was required to file such reports), and (2)
has  been subject to such filing requirements for the past 90 days. Yes [ X ] No
[   ]

On  October  28,  2002  the  aggregate  market  value  of  the  voting  stock of
Transpirator  Technologies,  Inc.  held  by non-affiliates of the registrant was
approximately $48,963 based upon the average bid and asked prices of such common
stock on said date as reported by PinkSheets. On such date, there were 3,325,950
shares  of  common  stock  of  the  registrant  outstanding.

DOCUMENTS  INCORPORATED  BY  REFERENCE:  None

Transitional  Small  Business  Disclosure  Format:  Yes  [   ]  No  [  X  ]


<PAGE>

                         TRANSPIRATOR TECHNOLOGIES, INC.

                                      INDEX

TABLE  OF  CONTENTS

PART  I

Item  1.  Descriptions  of  Business

Item  2.  Descriptions  of  Property

Item  3.  Legal  Proceedings

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

PART  II

Item  5.  Market  for  Common  Equity  and  Related  Stockholder  Matters

Item  6.  Management's  Discussion  and  Analysis  or  Plan  of  Operation

Item  7.  Financial  Statements

Item  8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting and
Financial  Disclosures

PART  III

Item  9.     Directors,  Executive  Officers,  Promoters  and  Control  Persons;
Compliance  with  Section  16(a)  of  the  Exchange  Act

Item  10.  Executive  Compensation

Item  11.  Security  ownership  of  Certain  Beneficial  owners  and  Management

Item  12.  Certain  Relationships  and  Related  Transactions

PART  IV

Item  13.  Exhibits  and  Reports  on  Form  8-K


                                        2
<PAGE>

                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS

FORWARD  LOOKING  STATEMENTS

Transpirator  Technologies, Inc. cautions readers that certain important factors
may  affect our actual results and could cause such results to differ materially
from  any  forward-looking  statements  which may be deemed to have been made in
this  report  or  which  are otherwise made by or on behalf of Transpirator. For
this purpose, any statements contained in this report that are not statements of
historical fact may be deemed to be forward-looking statements. Without limiting
the  generality  of  the  foregoing,  words  such  as  "May,"  "Will," "Expect,"
"Believe,"  "Anticipate,"  "Intend," "Could," "Would," "Estimate," or "Continue"
or  the negative other variations thereof or comparable terminology are intended
to  identify  forward-looking  statements.  Factors which may affect our results
include,  but  are not limited to, the risks and uncertainties associated with a
medical  apparatus  company  which  has  only recently licensed its sole product
including  a  history  of  net  losses,  some  unproven  technologies,  limited
manufacturing  experience,  current  and  potential competitors with significant
technical  and  marketing  resources,  need for future capital and dependence on
collaborative partners and on key personnel. Additionally, we are subject to the
risks  and  uncertainties  associated  with  all  medical  apparatus  companies,
including  compliance with government regulations.  We are also subject to other
risks  detailed  herein  or  detailed  from time to time in our filings with the
Securities  and  Exchange  Commission.

GENERAL

Transpirator Technologies, Inc. was organized on December 22, 1986 as a Delaware
corporation  and  filed  an  S-1  Registration  Statement  on  April  8,  1987.
Transpirator  was  organized  to  design, develop and market respiratory therapy
products for veterinary and human use.  In September 1988, Transpirator received
a patent on the technology and device for treating respiratory disorders through
vapor-phase  water  inhalation.  The  patent  number  is  4,773,410.  The  main
products developed by Transpirator using this technology were the ET-1000 Equine
Transpirator  Respiratory  Unit  and  the MT-1000 Human Transpirator Respiratory
Unit.

In  the  initial  years  of operation, Transpirator had sales and rentals of the
Equine  Unit  and  Human  Unit.  However,  sales  of the Equine product were not
substantial  enough  to  be  profitable  and on January 25, 1990, we granted all
rights to the future sales of the Equine Unit to another party in exchange for a
note  in  the amount of $263,000, plus $20,000 in cash and royalties of $200 for
each  unit  sold.  The  note  was  payable  monthly  and  was  paid off by 1993.
Transpirator  has received no subsequent royalties from the sale of Equine Units
under  the  royalty  agreement.  For  the  years  March  31,  1993 through 2002,
Transpirator  has  kept its charter effective to protect its patents and product
rights  for  the  Human  MT-1000  Unit.

In  May  of  1997, we entered into a royalty licensing agreement with Vapotherm,
Inc., an unrelated Maryland corporation.  The agreement provides for the payment
of  royalties  based on sales of the Human Unit products and gives Vapotherm the
option to purchase our technology for two million dollars.  Additional royalties
are  to  be  paid for sales of products equal to 5-10% of gross sales, depending
upon  the  product  and the total gross sales amounts of the year. The agreement
can  be  terminated  at  the  discretion  of the Vapotherm and by giving 30 days
notice.  The  licensing  agreement  expires  on  January  25,  2010.

Vapotherm,  Inc.  has  received  FDA  approval  for its initial device using our
technology,  which  it  started  shipping in the current fiscal year. The device
uses  membrane  technology  in  circulating  warm  water to saturate a stream of
air/oxygen  at  or near 100% humidity. The stream is delivered directly into the


                                        3
<PAGE>

nasal  passages through a high flow nasal cannula at flow rates of 40 liters per
minute  at  temperatures  between  34(0)C  and  43(0)C.  The  device  has  broad
applications  across  numerous respiratory indications including but not limited
to  Chronic  Obstructive  Pulmonary  Disease,  asthma,  allergic  and  atrophic
rhinitis,  chronic  sinusitis  and  cystic  fibrosis.

PROPRIETARY  RIGHTS

Transpirator  follows  a  policy  of  protecting  its  proprietary rights to its
products  to  the  full  extent  permissible  by  law.

Transpirator's  U.S.  patent applications regarding the method for the treatment
of  the human respiratory and equine tract with vapor phase water were issued in
September  1988  into  U.S.  Patent  No.  4,773,410.

Management  believes that alternative suppliers exist for all products presently
licensed  by  Transpirator.

OUR  LICENSING  AGREEMENT  WITH  VAPOTHERM

The  Licensing  Agreement  is  for  the  licensing  of  United States Patent No.
4,773,410 issued September 27, 1988. This patent covers the method and apparatus
for  the treatment of the respiratory track with vapor-phase water. Vapotherm is
responsible  for  the  payment of fees on the patent and Vapotherm has agreed to
spend  time,  money and effort at no set amount to develop and market new and/or
improved  respiratory  therapy  units  for the human market which may or may not
incorporate  the patent. Any new products developed will be the sole property of
Vapotherm.  The  Licensing  Agreement  expires  on  January  25,  2010.

For  sales  of products developed by Transpirator, Vapotherm shall pay an annual
royalty  as  follows:

     a)   Ten  percent  (10%)  of  gross  sales  up  to  one  million  dollars
          ($1,000,000)

     b)   Seven  percent  (7%) of gross sales from one million and one dollar to
          two  million  dollars  ($2,000,000)

     c)   Five  percent  (5%)  of  gross  sales  above  two  million  dollars
          ($2,000,000)  and

     d)   50%  of  the  above  commission rate to be paid on membrane cartridges
          sold  separately.

For  sales  of  New  Products  Transpirator  shall  receive  annual royalties as
follows:

     a)   Five  percent  (5%)  of  gross  sales  up  to  one  million  dollars
          ($1,000,000)

     b)   Three  and one half percent (3.5%) of gross sales from one million and
          one  dollar  ($1,000,001)  to  two  million  dollars  ($2,000,000)

     c)   Two  and  one  half  percent  (2.5%)  of gross sales above two million
          dollars  ($2,000,000)  and

     d)   50%  of  the  above  commission rate to be paid on membrane cartridges
          sold  separately.

Royalties  paid  during  year  ended  March  31,  2002 amounted to $13,951. Upon
expiration  of  the  patent  Vapotherm will have no further financial obligation
under  the  agreement.  Through  March 2002, Vapotherm has paid $102,500 in cash
and  $72,500  by  delivery of a promissory note representing $175,000 in minimum
royalties  due  under  the  licensing  agreement.


                                        4
<PAGE>

Vapotherm  is  now  the  owner of the trademarks of the Company Transpirator and
Vapotherm.

COMPETITION

There are a number of companies presently manufacturing devices, which serve the
function  of  introducing  humidity  into  an  individual's air stream or oxygen
stream  for  the  treatment  of  illness  or  maintenance of respiratory health.

Management  believes  its proposed less expensive human Transpirator device will
principally  differ  from  existing personal humidifiers known to the Company in
that  existing  personal  humidifiers are primarily intended for hospital use in
conjunction  with  other  breathing support systems, deliver substantially lower
flow  rates,  do  not  provide for direct administration to the user, and/or are
designed  to  be  used  with  medication.

Many,  if not all, of the symptoms, which Transpirator's devices are intended to
address,  can  also  be  treated  by  various  medications.

Many  of the companies competing in the human humidification or human medication
markets  have  greater resources than Transpirator and there can be no assurance
that  at  some  point in the future devices or medications will not be developed
which  may  be  less  expensive or more effective than the Transpirator devices.

EMPLOYEES

In  August  of  1998 we entered into an employment agreement with Ray Romano and
John  Porcella providing each officer a salary of $1,000 per month for 36 months
in  return  for  operating  our  business.  The  agreement  was  extended for an
additional  12  months  in May of 2002.  As of October 1, 2002, no salaries have
been  paid  under  the  agreement.

We  believe  the  efforts  of  our  officers  and  directors  in  conducting our
operations  are  sufficient and do not anticipate hiring additional employees in
the  foreseeable  future.

ITEM  2.  DESCRIPTION  OF  PROPERTY

Transpirator  owns  the  patent  on  the  technology  and apparatus for treating
respiratory  disorders  through vapor-phase respiration therapy.  The patent was
issued  by  the  United  States  Patent Office on September 27, 1988. The patent
number  is  4,773,410.

Transpirator  does  not  own  any  real  property.  We use office space provided
without  charge  by  Mr.  Romano.

ITEM  3.  LEGAL  PROCEEDINGS

Management  is  not  aware  of  any  other  current or pending legal proceedings
involving  Transpirator  or  any  of  our  officers.

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

No  matters  were  submitted  to  a  vote  of security holders during the period
covered  by  this  report.


                                        5
<PAGE>

                                     PART II

ITEM  5.  MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

The  Company's  Common  Stock  is  currently  quoted on the PinkSheets under the
symbol  TPRT.

At  October  28, 2002, the number of record holders of the Common Stock was 120.
Total  shares  issued  and  outstanding  were  3,325,950.  Such number of record
holders  was  determined  from  our  shareholders'  list,  and  does not include
beneficial  owners  whose  shares  are  held  in  nominee accounts with brokers,
dealers,  banks  and  clearing  agents.

We  have  not  paid  any  dividends upon our Common Stock and do not contemplate
paying  any  dividends  in  the  foreseeable  future.

ITEM  6.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

RESULTS  OF  OPERATIONS

Vapotherm,  Inc.  has  received  FDA  approval  for its initial device using our
patent,  which  it  started  shipping in the current fiscal year.  Through March
2002,  Vapotherm  has  paid  $102,500  in  cash  and  $72,500  by  delivery of a
promissory  note  representing  $175,000  in  minimum  royalties  due  under the
licensing  agreement.  The  agreement  provides  for  future  royalties  on  a
percentage  basis  from  the  sale  of  products  developed from use and further
enhancement  of  the  patents  through the expiration of the patent. The royalty
agreement  also  provides  an  option  for  the  patents  to  be  purchased  for
$2,000,000.  Management  intends  to  continue  operating  under  our  licensing
agreement with Vapotherm.  We also hope to explore the possibility of developing
new  respiratory  products  and/or  improving  on  our  existing  patent.

YEARS  ENDED  MARCH  31,  2002  AND  MARCH  31,  2001

The  following  discussion  and  analysis should be read in conjunction with the
Company's  financial statements and the notes included thereto beginning on page
13  of  this  report.

Revenues  for  the  year  ended March 31, 2002 consisted of $13,951 in royalties
received  from  Vapotherm  under  our licensing agreement.  The Company also had
interest  income  of  $3,136.  General and administrative expenses were $19,672.
As  a  result,  the  Company realized a net loss of $2,585 during the year ended
March  31,  2002.  General  and  administrative  expenses  consisted  mainly  of
professional  fees,  auditing  and  legal expenses resulting from Transpirator's
reporting  requirements.  For  the fiscal year ended March 31, 2001, the Company
received royalties of $8,334 and had interest income of $6,648, however, general
and  administrative  expenses  were  $29,225 resulting in a net loss of $14,243.

LIQUIDITY  AND  CAPITAL  RESOURCES

Net  cash  generated  by  continuing  operations was $11,098 for the fiscal year
ended  March  31,  2002  compared  to  $13,345  used  in operations in 2001. The
increase  in  cash  generated  from  operations  in  2002 was principally due to
royalties  and  note  payments  received.

For  the  year  ended  March  31,  2002, the Company had total current assets of
$136,866  consisting of $55,879 in cash, $78,889 in an unsecured note receivable
and  $2,089  in  other  assets.  Current  liabilities  consisted  of  $45,220 in
accounts  payable and $29,750 in notes payable to related parties.  For the year
ended  March  31,  2001,  the  Company  had  total  assets  of $129,011.  Assets


                                        6
<PAGE>

consisted  of  $44,781 in cash, $82,500 in unsecured notes receivable and $1,730
in  other  current assets.  Liabilities consisted of $34,780 in accounts payable
and $29,750 in notes payable to related parties.  Accounts payable for the years
ended March 31, 2002 and 2001 consisted mainly of accrued unpaid salaries due to
two  officers  and  directors  under  an  employment  agreement.

Our  annual  and  quarterly  operating  results  will be affected by a number of
factors.  We  expect to receive approximately $79,000 representing the remaining
balance  of  minimum royalty payments as well as current royalties due under our
licensing agreement. Additionally, we will incur legal, accounting, printing and
other  costs associated with keeping our financial records current with the SEC.
We  also have employment agreements with two officers for salaries of $1,000 per
month  for 36 months.  These employment agreements began in August 1998 and were
extended  for  an  additional 12 months in May of 2002.  As of October 28, 2002,
these  salaries  have  not  been  paid.  We expect that increased liquidity from
royalty  payments  will  eventually  exceed  operating  expenses.

NET  OPERATING  LOSS  CARRY  FORWARDS

As  of  March  31,  2002,  we  had  a  net operating loss for Federal Income Tax
purposes  of  approximately  $2,632,000,  which  begins  to  expire in 2001. Our
ability  to utilize the net operating loss is not probable at March 31, 2002 and
therefore,  no  benefit  has  been  recorded.

ITEM  7.  FINANCIAL  STATEMENTS

The  response  to  this  item  is  incorporated  by  reference  to the financial
statements  beginning  at  page  13.

ITEM  8.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING AND
FINANCIAL  DISCLOSURE.

None

ITEM  9.  DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

Section  16(a)  of  the  Securities  and Exchange Act of 1934 requires executive
officers,  directors  and  holders  of more than 10% of our common stock to file
reports  of  ownership and changes of ownership with the Securities and Exchange
Commission.  On  May  9,  2002,  a  total of 780,000 shares of common stock were
issued  to  the  Transpirator's  three officers and directors.  The officers and
directors  inadvertently  failed  to  timely  file  Forms  4  and 5 with the SEC
reporting  these  changes in beneficial ownership.  Each officer is currently in
the  process  of  updating  these  filings.

The  following  table sets forth the name, age, position and office term of each
executive  officer  and  director  of  the  Company.

<TABLE>
<CAPTION>

NAME              AGE                    POSITIONS                     SINCE
<S>               <C>  <C>                                             <C>

Raymond Romano .   50  Chairman of the Board, Chief Executive Officer   1985
                       and Director

John Porcella. .   51  President and Director                           1985

John Signorelli.   59  Director                                         1987

</TABLE>


                                        7
<PAGE>

Set  for  the  below  is certain biographical information about the officers and
directors  of  Transpirator  Technologies.

RAYMOND  J.  ROMANO  has  been  CEO,  Chairman and Director of the Company since
inception.  Mr.  Romano graduated from St. Peter's College with a B.S. degree in
accounting and is a member of the New Jersey Society of Professional Accountants
and  of  the  American  Society of Certified Public Accountants.  Mr. Romano has
been  Vice  President of Lodging Concepts, Inc., a privately held corporation in
Fairfield,  New  Jersey  since  January  of  1990.

JOHN E. PORCELLA has been President and Director of the Company since inception.
He  received  a  B.S.  degree from State University of New York at New Paultz in
1972.  He  also  holds  M.S.  and  PHD degrees from St. John's University in New
York.  Dr.  Porcella has been Executive Director of Community Living Corporation
in  Mt.  Kisco,  New  York  since  1991.

JOHN  J.  SIGNORELLI  has  been  a  Director  of  the  Company  since 1987.  Mr.
Signorelli  attended  Adelphi  College  where  he earned Bachelor's and Master's
degrees.  From  1989  to  1999,  Mr.  Signorelli  was  the Executive Director of
Community  Living  Corporation.  Mr.  Signorelli then served as CEO of Mid-State
Raceway,  Inc.  from  September  1999 until his retirement is April 2001.  Since
retiring,  he  occasionally  provides  health care consulting services on a part
time  basis.

OTHER  REPORTING  COMPANY  ACTIVITIES

Ray  Romano,  John Porcella and John Signorelli are not officers or directors of
any  other  reporting  companies.  At  the  date of this report, John Signorelli
holds  a  15%  interest  in  Mid-State  Raceway, Inc., a publicly traded company
listed  on  the  PinkSheets  under  the  symbol  MRWY.

ITEM  10.  EXECUTIVE  COMPENSATION

A  summary  compensation  table  for the previous three years is provided below.

<TABLE>
<CAPTION>

                                SUMMARY COMPENSATION TABLE


NAME AND PRINCIPAL POSITION      YEAR      SALARY ($)     BONUS ($)        OTHER ANNUAL
                                                                           COMPENSATION

<S>                          <C>           <C>         <C>               <C>
Ray Romano. . . . . . . . .          2002     -0- (1)               -0-  280,000 shares of
  Chief Executive Officer                                                 common stock (2)
  Chief Financial Officer .          2001     -0- (1)               -0-                -0-
  Director. . . . . . . . .          2000     -0- (1)               -0-                -0-

John Porcella . . . . . . .          2002     -0- (1)               -0-  280,000 shares of
  President                                                               common stock (2)
  Director. . . . . . . . .          2001     -0- (1)               -0-                -0-
                                     2000     -0- (1)               -0-                -0-

John Signorelli . . . . . .          2002        -0-                -0-  220,000 shares of
  Director                                                                common stock (2)
                                     2001        -0-                -0-                -0-
                                     2000        -0-                -0-                -0-
</TABLE>


                                        8
<PAGE>

     (1)  Transpirator  has  employment  agreements  with  Mr.  Romano  and  Dr.
          Porcella  providing  for  the  payment  of  $1,000  per  month to each
          officer.  The  agreement began in August of 1998 and has been extended
          through May of 2003. As of October 1, 2002, no salaries have been paid
          under  this  agreement.

     (2)  On  May 9, 2002, a total of 780,000 shares of common stock were issued
          to  the  Transpirator's  three officers and directors. John Signorelli
          received 220,000 shares and Ray Romano and John Porcella each received
          280,000  shares. These shares were issued in a private transaction and
          no  solicitors  were  involved  in  these  issuances.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The following table sets forth as of October 28, 2002, the number and percentage
of  the  3,325,950  shares  of  outstanding common stock, par value $0.01 which,
according  to  the information supplied to Transpirator, were beneficially owned
by  (i)  each  person  who  is  currently  a director of Transpirator, (ii) each
executive  officer,  (iii)  all  current  directors  and  executive  officers of
Transiprator  as  a  group  and  (iv)  each  person  who,  to  the  knowledge of
Transpirator,  is the beneficial owner of more than 5% of the outstanding common
stock.  Except  as otherwise indicated, the persons named in the table have sole
voting  and  dispositive  power  with  respect to all shares beneficially owned,
subject  to  community  property  laws  where  applicable.

<TABLE>
<CAPTION>

NAME AND ADDRESS                      NUMBER OF SHARES   % OF SHARES
                                     BENEFICIALLY OWNED
<S>                                  <C>                 <C>

NFS Services, Inc. (1). . . . . . .             812,500        24.57
39 Broadway Suite 2020
New York, NY 10006

Bruce Kurchack (2). . . . . . . . .             470,196        14.22%
11162 N. 129th Way
Scottsdale, AZ 85259

Raymond J. Romano (3) . . . . . . .             364,000        11.01%
108 Darren Drive
Basking Ridge, NJ 07920

John E. Porcella (3). . . . . . . .             285,000         8.62%
8 North Hinterlands Dr.
Rhinebeck, NY 12572

John J. Signorelli (3), (4) . . . .             240,000         7.25%
25 Mandia Lane
Goldens Bridge, NY 10526

Richard K. Greene . . . . . . . . .             175,000         5.29%
1810 Mountain Top Road
Bridgewater, NJ 08807

Officers and Directors as a Group:.             889,000        26.89%
3 People

</TABLE>


                                        9
<PAGE>

     (1)  The  Company received a copy of a Schedule 13D, on January 4, 1989, as
          amended  April  18,  1989,  filed  on behalf of J.T. Moran & Co., Inc.
          Moran  was  a  registered broker dealer and was the underwriter of the
          Company's 1986 initial public offering. The Schedule 13D reported that
          Moran  had  acquired a total of 1,023,650 shares of which 812,500 were
          acquired in a private transaction with Oxygen Enrichment Company, Ltd.
          The  balance  of  211,150 shares was reported to have been acquired by
          Moran  in  its  capacity  as  a market maker in the Company's stock at
          various  prices  relative  to the market. Management has been informed
          that OECO and Moran have both been liquidated by the Bankruptcy Court.
          During  the fiscal year ended March 31, 2002 the Company hired counsel
          to  determine  the legal owner of these shares. It was determined that
          NFS  Services  purchased  all  of  the assets of Moran from the United
          States  Trustee  after JTM filed its Chapter 7 bankruptcy. The Company
          issued  a  new  stock  certificate  to  NFS Services and cancelled the
          existing  OECO  stock certificate. NFS posted a bond in the event that
          another  person  claims  ownership  of  the  stock.

     (2)  Mr. Kurchack owns 10,000 shares individually and 315,196 in trust with
          his  wife.  Mr.  Kurchack  controls  an  additional  145,000  shares
          consisting  of  120,000  shares  in  his  children's trust account and
          25,000  shares  in  an  IRA  account.

     (3)  Officer  and  Director

     (4)  10,000  of  Mr.  Signorelli's  shares  are  held  by  Cede  and  Co.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

We  conduct  our  operations at office facilities provided free of charge by Mr.
Romano.

During fiscal 1998, Transpirator entered into employment agreements with two our
officers,  Ray  Romano  and  John  Porcella. The employment agreements commenced
August 1, 1998 and provided for the payment of an aggregate salary of $1,000 per
month for 36 months. In May 2002 the agreements were extended for and additional
12  months.  No  salaries  have  been  paid  under  this  agreement.

On  April  6, 1999 the Board of Directors authorized payment of 20,000 shares to
an  attorney  for  services valued at $23,500, however, a certificate reflecting
this  transaction  was  not  issued  until  October  of  2002.

On  April  6,  1999,  the  Board  of Directors authorized the payment of 450,000
shares of common stock to the three directors of the Company.  These shares were
not  issued until May 9, 2002, when the Board of Directors approved the issuance
of  an additional 330,000 shares to Transpirator's officers and directors.  As a
result, On May 9, 2002, a total of 780,000 shares of common stock were issued to
Transpirator's  three  officers  and  directors  as  compensation for overseeing
Company  operations  from  the  date of organization in December of 1986 through
March  2002.

Beginning  in 1998, Mr. Romano and Dr. Porcella have advanced $23,750 and $6,000
to the Company, respectively. The notes accrue interest at 7% and are payable on
demand. Through October 28, 2002, accrued interest totaled approximately $7,204.


                                       10
<PAGE>

Item  13.  Exhibits  and  Reports  on  Form  8-K

<TABLE>
<CAPTION>

EXHIBIT NUMBER  TITLE                                                            LOCATION
<C>             <S>                                                              <C>

          99.1    Certification of CEO pursuant to Section 906 of the Sarbanes-  Attached
                  Oxley Act of 2002

          99.2    Certification of CFO pursuant to Section 906 of the Sarbanes-  Attached
                  Oxley Act of 2002
</TABLE>

REPORTS  ON  FORM  8-K:

No reports on Form 8-K were filed by Transpirator during the last quarter of the
period  covered  by  this  report.


                                   SIGNATURES

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

                                          TRANSPIRATOR TECHNOLOGIES, INC.


Date:  November  1,  2002                    By:  /s/  Raymond  J.  Romano
                                             -----------------------------
                                             Raymond J. Romano
                                             CEO and Chief Financial Officer


                                       11
<PAGE>

<TABLE>
<CAPTION>

                          INDEX TO FINANCIAL STATEMENTS

                         TRANSPIRATOR TECHNOLOGIES, INC.

                          AUDITED FINANCIAL STATEMENTS


<S>                                                    <C>
Independent Auditors' Report. . . . . . . . . . . . .       13

Balance Sheets, March 31, 2002 and 2001 . . . . . . .       14

Statements of Operations for the Years Ended
March 31, 2002 and 2001 . . . . . . . . . . . . . . .       15

Statements of Changes in Stockholders' Equity for the
Years Ended March 31, 2002 and 2001 . . . . . . . . .       16

Statements of Cash Flows for the Years Ended
         March 31, 2002 and 2001. . . . . . . . . . .       17

Notes to Financial Statements for the Years
         Ended March 31, 2002 and 2001. . . . . . . .  18 - 22

</TABLE>


                                       12
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


Stockholders  and  Board  of  Directors  of
Transpirator  Technologies,  Inc
Fairfield,  New  Jersey  07004

We  have  audited  the accompanying balance sheets of Transpirator Technologies,
Inc.,  (the  "Company") at March 31, 2002 and 2001 and the related statements of
operations,  changes  in  stockholders' equity and cash flows for the years then
ended.  These  financial  statements  are  the  responsibility  of the Company's
management.  Our  responsibility  is  to  express  an opinion on these financial
statements  based  on  our  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements  are free of material misstatement. An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects, the financial position of the Company at March 31, 2002
and  2001,  and the results of its operations and its cash flows for each of the
years  then ended in conformity with accounting principles generally accepted in
the  United  States  of  America.


/s/ BRIMMER,  BUREK  &  KEELAN  LLP
-----------------------------------


Certified  Public  Accountants

June  7,  2002


                                       13
<PAGE>

<TABLE>
<CAPTION>

                                 TRANSPIRATOR TECHNOLOGIES, INC.

                                       BALANCE  SHEETS


                                                                               MARCH  31,
                                                                     ----------------------------

                                                                          2002           2001
                                                                     --------------  ------------

<S>                                                                  <C>             <C>
    ASSETS

Current assets:
    Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      55,879   $    44,781
    Unsecured note receivable . . . . . . . . . . . . . . . . . . .         78,889        82,500
    Other current assets. . . . . . . . . . . . . . . . . . . . . .          2,098         1,730
                                                                     --------------  ------------

       Total current assets . . . . . . . . . . . . . . . . . . . .        136,866       129,011
                                                                     --------------  ------------

       Total. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     136,866   $   129,011
                                                                     ==============  ============


    LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued expenses . . . . . . . . . . . . .  $      45,220   $    34,780
    Notes payable - related parties . . . . . . . . . . . . . . . .         29,750        29,750
                                                                     --------------  ------------

       Total current liabilities. . . . . . . . . . . . . . . . . .         74,970        64,530
                                                                     --------------  ------------

Stockholders' equity:
    Preferred stock, $.10 par value - 1,000,000
       shares authorized; none outstanding. . . . . . . . . . . . .             --            --
    Common stock, $0.01 par value, 3,500,000
       shares authorized; 3,325,950 shares issued
       and outstanding. . . . . . . . . . . . . . . . . . . . . . .         33,260        33,260
    Additional paid-in capital. . . . . . . . . . . . . . . . . . .      3,593,097     3,593,097
    Accumulated deficit . . . . . . . . . . . . . . . . . . . . . .     (3,564,461)   (3,561,876)
                                                                     --------------  ------------

       Total stockholders' equity . . . . . . . . . . . . . . . . .         61,896        64,481
                                                                     --------------  ------------
       Total. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     136,866   $   129,011
                                                                     ==============  ============
</TABLE>

The  accompanying  notes  are  an  integral  part  of  the financial statements.


                                       14
<PAGE>

<TABLE>
<CAPTION>

                                        TRANSPIRATOR  TECHNOLOGIES,  INC.

                                            STATEMENTS  OF  OPERATIONS

                                                                                       YEARS  ENDED  MARCH  31,
                                                                                     ---------------------------
                                                                                          2002          2001
                                                                                     --------------  -----------

<S>                                                                                  <C>             <C>
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      13,951   $    8,334

General and administrative expenses . . . . . . . . . . . . . . . . . . . . . . . .         19,672       29,225
                                                                                     --------------  -----------

    Income (loss) from operations . . . . . . . . . . . . . . . . . . . . . . . . .         (5,721)     (20,891)

Interest income (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          3,136        6,648
                                                                                     --------------  -----------

    Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      (2,585)  $  (14,243)
                                                                                     ==============  ===========


Basic and diluted earnings (loss) per share . . . . . . . . . . . . . . . . . . . .          (.001)       (.004)
                                                                                     ==============  ===========

Weighted-average number of shares outstanding
    for basic and diluted earnings (loss) per share . . . . . . . . . . . . . . . .      3,325,950    3,325,950
                                                                                     ==============  ===========
</TABLE>

The  accompanying  notes  are  an  integral  part  of  the financial statements.


                                       15
<PAGE>

<TABLE>
<CAPTION>

                             TRANSPIRATOR TECHNOLOGIES, INC.

                       STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                        FOR THE YEARS ENDED MARCH 31, 2002 AND 2001


                             Common  Stock
                             01  Par  Value       Additional                  Total
                 Preferred   -------------------  Paid-in     Accumulated   Stockholders'
                 Stock       Shares    Amount     Capital      Deficit        Equity
                 -----        ---------  -------  ----------  ------------  ---------

<S>              <C>          <C>        <C>      <C>         <C>           <C>
Balance at
March 31, 2000      --        3,325,950  $33,260  $3,593,097  $(3,547,633)  $ 78,724

Net Loss . . .      --               --       --          --      (14,243)   (14,243)
                 -----        ---------  -------  ----------  ------------  ---------

Balance of
March 31, 2001      --        3,325,950   33,260   3,593,097   (3,561,876)    64,481

Net Loss . . .      --               --       --          --       (2,585)    (2,585)
                 -----        ---------  -------  ----------  ------------  ---------

Balance at
March 31, 2002      --        3,325,950  $33,260  $3,593,097  $(3,564,461)  $ 61,896
                 =====        =========  =======  ==========  ============  =========
</TABLE>


The  accompanying  notes  are  an  integral  part  of  the financial statements.


                                       16
<PAGE>

<TABLE>
<CAPTION>

                                        TRANSPIRATOR  TECHNOLOGIES,  INC.

                                          STATEMENTS  OF  CASH  FLOWS


                                                                                      YEARS  ENDED  MARCH  31,
                                                                                      ------------------------

                                                                                         2002        2001
                                                                                      -----------  ---------

<S>                                                                                   <C>          <C>
Cash flows from operating activities:
    Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   (2,585)  $(14,243)
       Adjustments to reconcile net earnings (loss) to net
          cash provided by (used in) operating activities:
       (Increase) decrease in:
          Unsecured note receivable. . . . . . . . . . . . . . . . . . . . . . . . .       3,611     (8,333)
          Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . .        (368)    (1,729)
       Increase (decrease) in:
          Accounts payable and accrued expenses. . . . . . . . . . . . . . . . . . .      10,440     10,960
                                                                                      -----------  ---------

       Net cash provided by (used in) operating activities . . . . . . . . . . . . .      11,098    (13,345)
                                                                                      -----------  ---------

Net increase (decrease) in cash. . . . . . . . . . . . . . . . . . . . . . . . . . .      11,098    (13,345)

Cash at beginning of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      44,781     58,126
                                                                                      -----------  ---------

Cash at end of year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   55,879   $ 44,781
                                                                                      ===========  =========


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Interest Paid. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $       --   $     --
                                                                                      ===========  =========
</TABLE>

The  accompanying  notes  are  an  integral  part  of  the financial statements.


                                       17
<PAGE>

                         TRANSPIRATOR TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS
                           AT MARCH 31, 2002 AND 2001


(1)  DESCRIPTION  OF  BUSINESS  AND  SIGNIFICANT  ACCOUNTING  PRINCIPLES

    DESCRIPTION  OF  BUSINESS.  Transpirator Technologies, Inc. was organized on
       December 22, 1986 as a Delaware corporation and filed an S-1 Registration
       Statement  on April 8, 1987. The Company was organized to design, develop
       and market respiratory therapy products for veterinary and human use. The
       main  products  developed  by  the  Company  were  the  ET-1000  Equine
       Transpirator  Respiratory  Unit  ("Equine  Unit")  and  the MT-1000 Human
       Transpirator  Respiratory  Unit  ("Human  Unit").

       In  the  initial  years of operation, the Company had sales of the Equine
       Unit  as  well as rental of the Equine Unit. However, sales of the Equine
       product  were  not substantial enough to be profitable and on January 25,
       1990,  the  Company  granted all rights to the future sales of the Equine
       Unit  to  another party in exchange for a note in the amount of $263,000,
       plus  $20,000  in cash and royalties of $200 for each unit sold. The note
       was payable monthly and was paid off by 1993. The Company has received no
       royalties  from  the  sale  of  Equine Units under the royalty agreement.

       Subsequent  to  March  31, 1989, and the sale of the rights to the Equine
       Unit,  the Company wound down its activities by paying off its creditors.
       The  Company  could  not continue the development and marketing plans for
       the  Human  Unit  without additional funding. The Company has been fairly
       dormant  since  March 31, 1990 except for keeping its patents current and
       the  receipt  of  royalty  income  as  stated  in  Note  5.

    SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES. A summary of the significant
       accounting  policies  followed  in  preparing  the accompanying financial
       statements  is  as  follows:

    REVENUE  RECOGNITION.  Revenue  consists of royalties and is recognized when
       the  royalty  is  earned  under  the  terms  of  the associated licensing
       agreement.

    INCOME  TAXES.  Deferred  tax  assets and liabilities are recognized for the
       future  tax consequences attributable to differences between the carrying
       amounts  of  existing  assets  and liabilities 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.

    ESTIMATES.  The  preparation  of  financial  statements  in  conformity with
       generally  accepted  accounting  principles  requires  management to make
       estimates  and assumptions that affect the reported amounts of assets and
       liabilities  and  disclosure  of contingent assets and liabilities at the
       date of the financial statements and the reported amounts of revenues and
       expenses  during  the  reporting period. Actual results could differ from
       those  estimates.


                                       18
<PAGE>

                         TRANSPIRATOR TECHNOLOGIES, INC.

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED


(1)  DESCRIPTION  OF  BUSINESS  AND SIGNIFICANT ACCOUNTING PRINCIPLES, CONTINUED

    BASIC  AND  DILUTED  EARNINGS  (LOSS)  PER SHARE. Basic and diluted earnings
       (loss)  per  share  were computed based on the weighted average number of
       common  shares  outstanding  during  the  period.  There  were no Diluted
       Potential Common Shares outstanding during the years ended March 31, 2002
       and  2001.

    STOCK-BASED  COMPENSATION.  Statement  of Financial Accounting Standards No.
       123,  "Accounting for Stock-Based Compensation," encourages, but does not
       require  companies  to  record compensation cost for stock-based employee
       compensation  plans  at fair value. The Company has chosen to account for
       stock-based  compensation  using the intrinsic value method prescribed in
       Accounting  Principles Board Opinion No. 25, "Accounting for Stock Issued
       to  Employees,"  and  related  interpretations. Accordingly, compensation
       cost  for  stock options is measured as the excess, if any, of the quoted
       market  price  of  the  Company's stock at the date of the grant over the
       amount  an  employee  must  pay  to  acquire  the  stock.

     ACCOUNTING  REQUIREMENTS.  Financial  Accounting  Standards 130 - Reporting
       Comprehensive  Income  establishes  standards for reporting comprehensive
       income. The Standard defines comprehensive income as the change in equity
       of  an  enterprise  except those resulting from stockholder transactions.
       All  components  of comprehensive income are required to be reported in a
       new  financial  statement  that  is  displayed  with  equal prominence as
       existing financial statements. The company had no comprehensive income in
       the  years  ended  March  31,  2002  and  2001.

    FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS. The Company, in estimating its fair
       value  disclosures  for financial instruments, uses the following methods
       and  assumptions:

         CASH,  ROYALTIES  RECEIVABLE AND ACCRUED EXPENSES: The carrying amounts
         reported  in  the  balance  sheet  for  cash,  royalties receivable and
         accrued  expenses  approximate  their  fair value due to the relatively
         short  maturity.

(2)  NOTES  PAYABLE  -  RELATED  PARTIES

    Notes  payable  -  related  parties  consists  of  the  following:

                                                                MARCH  31,
                                                           -------------------
                                                             2002        2001
                                                           --------    --------

7% notes payable to related parties payable on demand       $29,750     $29,750
                                                          =====================


                                       19
<PAGE>
                         TRANSPIRATOR TECHNOLOGIES, INC.

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED


(3)  RELATED  PARTY  TRANSACTIONS

    The  Company  conducts its operations at the office facilities of an officer
       of  the  Company at no cost. During fiscal 1998, the Company entered into
       employment  agreements  with  two officers of the company. The employment
       agreements  commenced  August  1,  1998 and provide for the payment of an
       aggregate  salary  of $1,000 per month for 36 months. Included in accrued
       expenses  is  an  amount of $4,000 and $12,000, which is officers' salary
       accrual  for  the  years  ended  March  31,  2002  and  2001.

 (4)  STOCK  OPTION  PLAN

    The  Company has a stock option plan whereby key full or part-time employees
       are  eligible  to  receive Incentive Stock Options (ISO) and Nonqualified
       Stock  Options and certain directors are eligible to receive nonqualified
       stock  options.  The  plan provides for awarding options for a minimum of
       450,000  shares  of  the  Company's common stock at an exercise price not
       less  than  fair  market  value  at  the  date  of the grant. Options are
       nontransferable  and  expire within ten years from the date of grant. The
       Board  of  Directors  determines  the  period  for  which  options  are
       exercisable,  however,  in no event can options designated as an ISO vest
       more  than  $100,000 in any one year, determined at the time of grant. At
       March  31,  2002 and 2001, no options are issued or outstanding. The plan
       has  been  extended  through  May  17,  2008.

(5)  ROYALTY  LICENSING  AGREEMENT

    The  Company entered into a royalty license agreement with a unrelated party
       on  May  17,  1997.  The  agreement provides for the payment of royalties
       based on sales of the Human Unit products. The agreement provides for the
       payment  of minimum royalty payments of $25,000, $50,000 and $100,000 for
       the  fiscal  years ended March 31, 1998, 1999 and 2000, respectively. The
       royalty  being  accounted  for  from  the  date of the contract which was
       signed  on  May  17,  1997.  In  addition, the agreement provides for the
       payment of royalties based on the percentage of sales of products ranging
       from  5%  to 10% on existing Human Unit products and 2.5% to 5% for sales
       of  newly  developed  Human  Unit  products.  The  agreement provides the
       licensee with the option to purchase the patents subject to the licensing
       agreement  for  $2,000,000.  The licensee can cancel the agreement at any
       time by giving the Company thirty days written notice of termination. The
       Company  received $13,951 during the year ended March 31, 2002. A royalty
       receivable  of  $78,889  and $82,500 is included in the years ended March
       31,  2002 and 2001, respectively. The royalty receivable was converted to
       a promissory note in June 2000. The unpaid principal and interest will be
       payable  in  full  on  June  30,  2002.

                                                                   (continued)


                                       20
<PAGE>

                         TRANSPIRATOR TECHNOLOGIES, INC.

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED


(5)  ROYALTY  LICENSING  AGREEMENT,  CONTINUED

    The  Company  has  also  entered  into a technology licensing agreement with
       respect  to  the Equine Unit. The agreement expires January 25, 2010. The
       agreement  provides for the payment of $200 for each Equine Unit produced
       by  the  licensee.  During the four-year period ended March 31, 2002, the
       Company  has  not  received  any  payments with respect to this agreement
       because  the  licensee  has  produced  no  Equine  Units.

(6)  INCOME  TAXES

    The  tax  effects  of  temporary  differences  that give rise to significant
       portions  of  the  deferred  tax  asset  are  presented  below:

<TABLE>
<CAPTION>

                                                                 AT  MARCH  31,
                                                     -----------------------------------

                                                      2002                      2001
                                                     ----------------------  ------------

<S>                                                  <C>                     <C>
Deferred tax assets:
              Net operating loss carryforwards. . .  $           1,160,065   $ 1,179,540
              General business credit carryforwards                  2,739         2,739
                                                     ----------------------  ------------

             Total gross deferred tax assets. . . .              1,162,804     1,182,279

        Less valuation allowance. . . . . . . . . .             (1,162,804)   (1,182,279)
                                                     ----------------------  ------------

             Net deferred tax assets. . . . . . . .  $                  --   $        --
                                                     ======================  ============
</TABLE>

     A  valuation  allowance  has  been  established  to reduce the deferred tax
         assets  to  an  amount  that  management  believes  will  ultimately be
         realized.  Realization  of  deferred  tax  assets  is  dependent  upon
         sufficient  future  taxable  income  during  the  period that temporary
         differences  and  carryforwards  are expected to be available to reduce
         taxable  income.  With  respect to the resulting deferred tax assets at
         March  31,  2002  and 2001, based on the Company's history of operating
         earnings  and  expectations  for  the  future,  management  believes
         sufficient  uncertainty  exists  regarding  the  realizability of these
         items  that  a  valuation  allowance  is  required.


                                                                     (continued)
                                       21
<PAGE>

                         TRANSPIRATOR TECHNOLOGIES, INC.

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED


6)  INCOME  TAXES,  CONTINUED

     At  March  31,  2002,  the Company has net operating loss carryforwards for
         tax  reporting  purposes  totaling  approximately  $2,632,090.  These
         carryforwards  will  expire  in  the  following  fiscal  years:


             FISCAL  YEAR                                     AMOUNT
             -----------                                  -----------

             2003                                         $   926,000
             2004                                           1,468,000
             2005                                             204,000
             2007                                               7,000
             2008                                               4,000
             2009                                              13,000
             2010                                               2,000
             2011                                               2,000
             2012                                               6,000
             2013                                                  90
                                                           ----------
                                                           $2,632,090
                                                           ==========


     At  March  31, 2002, the Company has a general business credit carryforward
         of  $2,739,  which  will  expire  in  fiscal  year  2002.


                                       22
<PAGE>