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

                                   FORM 10-KSB

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

For  the  Fiscal  Year  ended  March  31,  2003

[   ]     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 of      (I.R.S. Employer Identification Number)
    incorporation or organization)

                       2 DANIEL ROAD FAIRFIELD, NJ  07004
              (Address and zip code of principal executive offices)

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

         Securities registered under Section 12(b) of the Exchange Act:
                                      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
[   ]

Our  common  stock  is  quoted  on the Over the Counter Bulletin Board under the
symbol TPRT.  On June 25, 2003 the aggregate market value of the voting stock of
Transpirator  Technologies,  Inc.  held  by  non-affiliates  was  approximately
$372,117  based  on  the average sale price of $0.38 for the registrant's common
stock  on that date as reported by The National Quotations Bureau, LLC.  At June
25,  2003  there  were  3,405,950  shares  of  the  registrant's  common  stock
outstanding.

The  issuer's  revenue  for  the  fiscal  year ended March 31, 2003 was $32,524.

Documents  Incorporated  by  Reference:  None

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


<PAGE>


<TABLE>
<CAPTION>


                                   TRANSPIRATOR TECHNOLOGIES, INC.

                                   FORM  10-KSB,  MARCH  31,  2003

                                                INDEX


                                                                                             Page
<S>       <C>                                                                                 <C>

PART I .  Item 1.  Description of Business                                                      3

          Item 2.  Description of Property                                                      5

          Item 3.  Legal Proceedings                                                            5

          Item 4.  Submission of Matters to a Vote of Security Holders                          5

PART II.  Item 5.  Market for Common Equity and Related Stockholder Matters                     6

          Item 6.  Management's Discussion and Analysis or Plan of Operation                    7

          Item 7.  Financial Statements                                                         8

          Item 8.  Changes In and Disagreements with Accountants on Accounting and
          Financial Disclosure                                                                  8

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

          Item 10.  Executive Compensation                                                      9

          Item 11.  Security Ownership of Certain Beneficial Owners and Management             10

          Item 12.  Certain Relationships and Related Transactions                             12

          Item 13.  Exhibits and Reports on Form 8-K                                           12

          Item 14.  Disclosure Controls and Procedures                                         13

          Signatures                                                                           13
</TABLE>

(Inapplicable  items  have  been  omitted)


                                        2
<PAGE>

                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS

FORWARD  LOOKING  STATEMENTS

This  report  contains  certain  forward-looking  statements  as  defined by the
Securities  Act  of  1933 and the Securities Exchange Act of 1934.  Transpirator
Technologies, Inc. cautions readers that expressions of future goals and similar
expressions  reflecting  something  other  than  historical fact are intended to
identify  forward-looking  statements.  Words  such  as "May," "Will," "Expect,"
"Believe,"  "Anticipate,"  "Intend,"  and comparable terminology are intended to
identify  forward-looking  statements  but  are  not  the  exclusive  means  of
identifying  such statements.  These forward-looking statements involve a number
of  risks and uncertainties that could cause actual results to differ materially
from  those currently anticipated or discussed in this report.  Factors that may
affect  our  results  include,  but are not limited to, market acceptance of our
products  and  technologies,  our  ability  to  secure  financing,  potential
competition from other companies with greater technical and marketing resources,
and  other  factors  described  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.  The
royalty  agreement  on the Equine Unit expires on January 25, 2010.  As of March
31,  2003,  Transpirator had not received any subsequent royalties from the sale
of  Equine  Units.  Transpirator  has  kept  its charter effective since 1993 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 2.5-10% 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  September  27,  2006.

Vapotherm,  Inc.  has  received  FDA  approval  for its initial device using our
technology,  which  began  shipping in the previous 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 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


                                        3
<PAGE>

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

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 they have
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.  These
products may or may not incorporate the patent.  Any new products developed will
be the sole property of Vapotherm.  The Licensing Agreement expires on September
27,  2006.

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,  2003 amounted to $32,524. Upon
expiration  of  the  patent  Vapotherm will have no further financial obligation
under  the  agreement.

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


                                        4
<PAGE>

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  our  human Transpirator device differs in significant ways
from  existing  personal humidifiers known to us.  Existing personal humidifiers
are  primarily  intended  for  hospital  use in conjunction with other breathing
support  systems.  In  addition, they deliver substantially lower flow rates, do
not  provide  for  direct  administration to the user, and/or are designed to be
used  with  medication. Our device is more compact and less expensive than other
respiratory  therapy  products  currently  in use.  We believe our device may be
used  in  a wider variety of applications than humidifiers designed strictly for
hospital  use.

Many,  if  not all, of the symptoms which Transpirator's devices are intended to
address  can  also  be treated by various medications.  There is the possibility
that  new  medications  may  reduce  or  eliminate  the  need  for our products.

Many  of the companies competing in the human humidification market have greater
resources  than  Transpirator.  Our  competitors may develop respiratory therapy
products that less expensive or more effective than the Transpirator device.  In
addition, our competitors may have greater resources for marketing, distributing
and  promoting  their  products.

EMPLOYEES

We rely on the efforts of our officers and directors to conduct our business and
do  not  anticipate  hiring  additional employees in the foreseeable future.  In
August  of  1998  we agreed to pay Ray Romano and John Porcella $1,000 per month
through May of 2003.  Beginning in 2002, we amended our employment agreements to
compensate our officers and directors on an hourly basis at $50.00 per hour.  At
the  date  of  this  report,  we  owed  our officers and directors approximately
$49,049  in  accrued  salaries  and  fees.

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.  We believe the use of this office space is of
negligible  monetary value as we do not require substantial office facilities or
support  staff  to  conduct  our  operations.

ITEM  3.  LEGAL  PROCEEDINGS

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

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

Our  common  stock  is  currently  quoted on the Over the Counter Bulletin Board
under  the  symbol  TPRT.

At  March  31,  2003  the  number of record holders of our common stock was 119.
Total  shares  issued  and  outstanding  were  3,405,950.  The  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.   The following table lists the average bid
and  ask  prices  on our common stock from April 2, 2001 through March 31, 2003.

<TABLE>
<CAPTION>

                                CLOSING BID    CLOSING ASK

2003                           HIGH     LOW    HIGH     LOW
<S>                            <C>      <C>    <C>      <C>

Jan 2 through March 31. . . .   .11      .02    1.01     .23

2002                           HIGH      LOW   HIGH      LOW

October 1 through December 31   .03      .02     .05     .05

July 1 through September 30 .   .03     .001     .10     .10

April 1 through June 28 . . .  .001     .001    none    none

January 2 through March 28. .  .001     .001    none    none

2001                           HIGH      LOW    HIGH     LOW

October 1 through December 31  .001     .001     .02     .02

July 2 through September 28 .  none      none    .05     .02

April 2 through June 29 . . .  none      none   none    none
</TABLE>

The  above  quotations,  as  provided  by  the  National  Quotation Bureau, LLC,
represent  prices  between dealers and do not include retail markup, markdown or
commission.  In addition, these quotations do not represent actual transactions.

At  the  date of this report we have not paid any dividends on our common stock.
We  do  not  contemplate  paying  any  dividends  in  the  foreseeable  future.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

On  December  12,  2002 the Board of Directors authorized the issuance of 80,000
restricted  common  shares  to  Transpirator's  three  officers and directors as
compensation for their efforts in securing the re-listing of the Company's stock
on  the  OTC Bulletin Board.  The approximate value of the shares at the time of
issue  was  $2,800  or 0.035 per share.  The shares were issued as follows:  Mr.
Romano  received 40,000 shares and Mr. Signorelli and Mr. Porcella each received


                                        6
<PAGE>

20,000  shares.  The shares were issued in reliance of the exemption provided by
Section  4(2)  of  the Securities Act of 1933.  No underwriters were involved in
the  issuance,  no  public  solicitations  were  made  by  the  Company  and  no
commissions  were  paid.

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. The securities were
offered  in  a  private  transaction  without  registration  in  reliance on the
exemption  provided  by  Section  4(2)  of  the  Securities  Act.  No broker was
involved  and  no  commissions  were  paid  in  the  transaction.

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  officers and directors as compensation for overseeing operations
from  the  date  of  organization  in  December of 1986 through March 2002.  The
securities  were  offered  in  a  private  transaction  without  registration in
reliance  on  the  exemption provided by Section 4(2) of the Securities Act.  No
broker  was  involved  and  no  commissions  were  paid  in  the  transaction.

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

The  following  discussion  and  analysis should be read in conjunction with the
audited  financial  statements  and the notes included thereto beginning on page
F-1  of  this  report.

RESULTS  OF  OPERATIONS

Vapotherm,  Inc.  has  received  FDA  approval  for its initial device using our
patent, which it started shipping in 2002.  Our licensing 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  agreement  also  provides  an  option  for  the  patents to be purchased by
Vapotherm  for  $2,000,000.

During  the  fiscal  year  ended  March 31, 2003, Vapotherm paid $32,524 in cash
royalties  under  our  licensing  agreement.  In September of 2002, we converted
$80,000  of royalties due from Vapotherm into an unsecured promissory note.  The
note  was  in default as of March 30, 2003, however, management has been assured
that payment will be forthcoming in July of 2003.  Total royalties receivable at
March  31,  2003  were  $103,426.

YEARS  ENDED  MARCH  31,  2003  AND  MARCH  31,  2002

Revenues  for  the  year  ended March 31, 2003 consisted of $32,524 in royalties
received  from  Vapotherm  under  our licensing agreement.  We also had interest
income  of  $2,232.  General and administrative expenses were $42,262 consisting
mainly  of  professional,  legal  and  accounting fees relating to preparing and
filing  our  public  reports.  As  a result, Transpirator realized a net loss of
$7,506  during  the  year  ended  March  31,  2003.

For  the  fiscal year ended March 31, 2002, our revenues consisted of $13,951 in
royalties  received  from  Vapotherm under our licensing agreement.  We also had
interest  income  of  $3,136.  General and administrative expenses were $19,672.
As  a  result,  we realized a net loss of $2,585 during the year ended March 31,
2002.


                                        7
<PAGE>

LIQUIDITY  AND  CAPITAL  RESOURCES

At  March 31, 2003, our total assets were $141,765.  Current assets consisted of
$34,889  in  cash,  $23,426  in  royalties and interest receivable and $3,450 in
other  current  assets.  Other  assets  consisted  of the $80,000 unsecured note
receivable  from  Vapotherm.

Total  current  liabilities at March 31, 2003 were $84,575 consisting of $54,825
in  accounts payable and $29,750 in notes payable to officers.  Accounts payable
consisted  mainly  of $49,049 in accrued unpaid salaries due to two officers and
directors  under  an  employment  agreement.

For  the  year  ended  March  31,  2002,  our total current assets were $136,866
consisting  of $55,879 in cash, $78,889 in royalties and interest receivable and
$2,098  in  other  assets.  Current liabilities consisted of $45,220 in accounts
payable  and  $29,750 in notes payable to related parties.  Accounts payable for
the year ended March 31, 2002 consisted mainly of accrued unpaid salaries due to
two  officers  and  directors.

Our operating results during the next twelve months will be affected by a number
of  factors.  We  expect  to  receive  approximately  $103,426  representing the
remaining  balance  of  minimum  royalty payments, interest and notes receivable
under  our licensing agreement.  We also anticipate receiving additional royalty
payments  as  they become current.  We will continue to incur legal, accounting,
printing  and  other costs associated with keeping our financial records current
with  the  SEC.  We  anticipate  that  professional  costs will be approximately
$25,000  during the next twelve months.  We previously had employment agreements
with two officers for salaries of $12,000 per year.  As of March 31, 2003, these
salaries  have  not  been  paid.  Effective  January  1,  2002,  we  revised the
employment agreements to provide compensation at $50.00 per hour.  We anticipate
that  this  will  lower  our  administrative  costs.

PLAN  OF  OPERATION

Vapotherm  began  shipping  products  using  our  patents in fiscal 2002 and our
revenues  have  increased  over  the  past  two  years.   Management  intends to
continue  operating  under  our  licensing  agreement  with  Vapotherm,  and  we
anticipate that increased liquidity from royalty payments will eventually exceed
operating  expenses.  During  the  coming  months,  we will focus our efforts on
developing new markets for our products.  We will also be working with Vapotherm
to  expand existing markets.  Long-term goals include developing new respiratory
products  and/or  improving  our  existing  technology.

NET  OPERATING  LOSS  CARRY  FORWARDS

As  of  March  31,  2003,  we  had  a  net operating loss for Federal Income Tax
purposes of approximately $1,711,090, which began to expire in 2002. Our ability
to  utilize  the  net  operating  loss  is  not  probable  at March 31, 2003 and
therefore,  no  benefit  has  been  recorded.

ITEM  7.  FINANCIAL  STATEMENTS

The  response  to  this  item  is  incorporated  by  reference  to the financial
statements  attached  to  this  report  beginning  with  the  Index to Financial
Statements  on  page  F-1.

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

None


                                        8
<PAGE>

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

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.   51  Chairman of the Board, Chief Executive Officer   1985
                      and Director

John Porcella .   52  President and Director                           1985

John Signorelli   60  Director                                         1987
</TABLE>

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.


                                        9
<PAGE>

<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

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

<S>                          <C>   <C>         <C>        <C>
Ray Romano. . . . . . . . .  2003     -0- (1)        -0-    40,000 shares of
  Chief Executive Officer                                 common stock (2)
  Chief Financial Officer .  2002     -0- (1)        -0-   280,000 shares of
  Director                                                common stock (3)
                             2001     -0- (1)        -0-                 -0-

John Porcella . . . . . . .  2003     -0- (1)        -0-    20,000 shares of
  President                                               common stock (2)
  Director. . . . . . . . .  2002     -0- (1)        -0-   280,000 shares of
                                                          common stock (3)
                             2001     -0- (1)        -0-                 -0-

John Signorelli . . . . . .  2003        -0-         -0-    20,000 shares of
  Director                                                common stock (2)
                             2002        -0-         -0-   220,000 shares of
                                                          common stock (3)
                             2001        -0-         -0-                 -0-
</TABLE>

     (1)  Transpirator  formerly  had  employment agreements with Mr. Romano and
          Dr.  Porcella  providing  for  the payment of $12,000 per year to each
          officer.  Beginning in 2002, the annual salaries were replaced with an
          hourly  salary  of $50.00 payable to all officers and directors. As of
          March  31,  2003,  total  accrued  salaries payable were approximately
          $49,049.

     (2)  On  December  12, 2002, the Board of Directors authorized the issuance
          of  80,000 shares of common stock to Transpirator's three officers and
          directors as compensation for their efforts in securing the re-listing
          of  the  Company's  stock  on  the OTC Bulletin Board. The approximate
          value  of  the  shares  at  the  time of issue was $2,800 or 0.035 per
          share.  The  securities  were offered in a private transaction without
          registration  in reliance on the exemption provided by Section 4(2) of
          the  Securities  Act.  No  broker was involved and no commissions were
          paid  in  the  transaction.

     (3)  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.  The securities were offered in a private transaction
          without  registration in reliance on the exemption provided by Section
          4(2)  of the Securities Act. No broker was involved and no commissions
          were  paid  in  the  transaction.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The following table sets forth as of March 31, 2003 the number and percentage of
the  3,405,950  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.


                                       10
<PAGE>

<TABLE>
<CAPTION>

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

NFS Services, Inc. (1). . . . . . .             812,500        23.86%
39 Broadway Suite 2020
New York, NY 10006

Bruce Kurchack (2). . . . . . . . .             470,196        13.81%
11162 N. 129th Way
Scottsdale, AZ 85259

Raymond J. Romano (3) . . . . . . .             404,000        11.86%
108 Darren Drive
Basking Ridge, NJ 07920

John E. Porcella (3). . . . . . . .             305,000         8.95%
8 North Hinterlands Dr.
Rhinebeck, NY 12572

John J. Signorelli (3), (4) . . . .             260,000         7.63%
25 Mandia Lane
Goldens Bridge, NY 10526

Richard K. Greene . . . . . . . . .             175,000         5.14%
1810 Mountain Top Road
Bridgewater, NJ 08807

Officers and Directors as a Group:.             969,000        28.45%
3 People
</TABLE>

     (1)  Transpirator  management 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  Transpirator's  initial  public offering in 1986. 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 were reported to have been
          acquired  by  Moran in its capacity as a market maker for Transpirator
          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,
          Transpirator  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. Transpirator issued a new stock certificate to
          NFS  Services  and  cancelled the existing OECO stock certificate. NFS
          has 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


                                       11
<PAGE>

     (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
officers,  Ray  Romano  and  John Porcella.  The employment agreements commenced
August  1,  1998  and provided for the payment of an aggregate salary of $12,000
per year for three years.  Effective 2002, the agreement was modified to provide
compensation at a rate of $50.00 per hour.  No salaries have been paid under the
agreement.  At  March  31,  2003  total  compensation  due  to  officers  was
approximately  $49,049.

On  December  12,  2002 the Board of Directors authorized the issuance of 80,000
restricted  common  shares  to  Transpirator's  three  officers and directors as
compensation for their efforts in securing the re-listing of the Company's stock
on  the  OTC Bulletin Board.  The approximate value of the shares at the time of
issue  was  $2,800  or 0.035 per share.  The shares were issued as follows:  Mr.
Romano  received 40,000 shares and Mr. Signorelli and Mr. Porcella each received
20,000  shares.  The shares were issued in reliance of the exemption provided by
Section  4(2)  of  the Securities Act of 1933.  No underwriters were involved in
the  issuance,  no  public  solicitations  were  made  by  the  Company  and  no
commissions  were paid.  At the date of this report, the certificates reflecting
these  shares  have  not  yet  been  issued.

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.

In  1987,  officers and directors advanced a total of $29,750 to Transpirator to
help  pay  operating  expenses.  Mr.  Romano  advanced  $23,750 and Dr. Porcella
advanced $6,000. The advances accrue interest at 7% per annum and are payable on
demand.

ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

<TABLE>
<CAPTION>

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

          99.1  Certification of Chief Executive Officer and Chief Financial. . .  Attached
                Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

          99.2  Certification of Chief Executive Officer and Chief Financial. . .  Attached
                Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

          99.3  Transpirator Technologies Code of Business Ethics and Corporate .  Attached
                Conduct
</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.


                                       12
<PAGE>

ITEM  14.  DISCLOSURE  CONTROLS  AND  PROCEDURES

Our  management is responsible for maintaining effective disclosure controls and
procedures.  Within  the  90-day  period  prior  to  the date of this report, we
evaluated  the  effectiveness  and  operation  of  our  disclosure  controls and
procedures  pursuant  to  Rule  13a-14  of  the Securities Exchange Act of 1934.
Based  on  that  evaluation,  our  Chief  Executive  Officer and Chief Financial
Officer  have  concluded  that  our  disclosure  controls  and  procedures  are
effective.  There have been no significant changes in internal controls or other
factors that could significantly affect internal controls subsequent to the date
we  carried  out  our  evaluation.

To  help  ensure the effectiveness of our disclosure controls and procedures, we
have  recently  adopted  a  corporate  Code  of Ethics and Business Conduct.  In
pertinent  part,  the Code authorizes the establishment of an audit committee to
oversee the effectiveness of our disclosure and reporting procedures.  A copy of
the  Code  is  attached  as  an  exhibit  to  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:  June  27,  2003                    By:  /s/Raymond  J.  Romano
                                          ----------------------------
                                          Raymond  J.  Romano
                                          Chief  Executive  Officer
                                          Chief  Financial  Officer


In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.


Date:  June  27,  2003                    By:  /s/Raymond  J.  Romano
                                          ----------------------------
                                          Raymond  J.  Romano
                                          Director


Date:  June  27,  2003                    By:  /s/John  Signorelli
                                          --------------------------
                                          John  Signorelli
                                          Director


Date:  June  27,  2003                    By:  /s/John  Porcella
                                          -----------------------
                                          John  Porcella
                                          Director


                                       13
<PAGE>

<TABLE>
<CAPTION>

                  INDEX TO FINANCIAL STATEMENTS

               TRANSPIRATOR  TECHNOLOGIES,  INC.


AUDITED FINANCIAL STATEMENTS
----------------------------
<S>                                                    <C>

Independent Auditors' Report. . . . . . . . . . . . .         F-2

Balance Sheets, March 31, 2003 and 2002 . . . . . . .         F-3

Statements of Operations for the Years Ended
     March 31, 2003 and 2002. . . . . . . . . . . . .         F-4

Statements of Changes in Stockholders' Equity for the
     Years Ended March 31, 2003 and 2002. . . . . . .         F-5

Statements of Cash Flows for the Years Ended
     March 31, 2003 and 2002. . . . . . . . . . . . .         F-6

Notes to Financial Statements for the Years
     Ended March 31, 2003 and 2002. . . . . . . . . .  F-7 - F-11
</TABLE>


                                      F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT



Stockholders  and  Board  of  Directors  of
Transpirator  Technologies,  Inc
2  Daniel  Road,  Fairfield,  NJ  07004-2903

We  have  audited  the accompanying balance sheets of Transpirator Technologies,
Inc.,  (the  "Company") at March 31, 2003 and 2002 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, 2003
and  2002,  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  6,  2003


                                      F-2
<PAGE>

<TABLE>
<CAPTION>


                        TRANSPIRATOR TECHNOLOGIES, INC.

                                 BALANCE SHEETS



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

                                                       2003          2002
                                                   ------------  ------------
ASSETS
<S>                                                <C>           <C>
Current assets:
Cash. . . . . . . . . . . . . . . . . . . . . . .  $    34,889   $    55,879
Royalties and interest receivable . . . . . . . .       23,426        78,889
  Other current assets. . . . . . . . . . . . . .        3,450         2,098
                                                   ------------  ------------

    Total current assets. . . . . . . . . . . . .       61,765       136,866
                                                   ------------  ------------

Other Assets:
Unsecured note receivable . . . . . . . . . . . .       80,000             -
                                                   ------------  ------------


Total . . . . . . . . . . . . . . . . . . . . . .  $   141,765   $   136,866
                                                   ============  ============



LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued expenses . . . . . .  $    54,825   $    45,220
  Notes payable - related parties . . . . . . . .       29,750        29,750
                                                   ------------  ------------

Total current liabilities . . . . . . . . . . . .       84,575        74,970
                                                   ------------  ------------

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; 3,405,950 and 3,325,950
  shares issued and outstanding at March 31, 2003
  and 2002 respectively . . . . . . . . . . . . .       34,060        33,260
Additional paid-in capital. . . . . . . . . . . .    3,595,097     3,593,097
Accumulated deficit . . . . . . . . . . . . . . .   (3,571,967)   (3,564,461)
                                                   ------------  ------------

Total stockholders' equity. . . . . . . . . . . .       57,190        61,896
                                                   ------------  ------------

Total . . . . . . . . . . . . . . . . . . . . . .  $   141,765   $   136,866
                                                   ============  ============
</TABLE>

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


                                      F-3
<PAGE>

<TABLE>
<CAPTION>


                        TRANSPIRATOR TECHNOLOGIES, INC.

                            STATEMENTS OF OPERATIONS



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

                                                     2003         2002
                                                  -----------  -----------
<S>                                               <C>          <C>

Revenue. . . . . . . . . . . . . . . . . . . . .  $   32,524   $   13,951

General and administrative expenses. . . . . . .      42,262       19,672
                                                  -----------  -----------

Income (loss) from operations. . . . . . . . . .      (9,738)      (5,721)

Interest income (expense). . . . . . . . . . . .       2,232        3,136
                                                  -----------  -----------

Net earnings (loss). . . . . . . . . . . . . . .  $   (7,506)  $   (2,585)
                                                  ===========  ===========

Basic and diluted earnings (loss) per share. . .       (.002)       (.001)
                                                  ===========  ===========

Weighted-average number of shares outstanding
for basic and diluted earnings (loss) per share.   3,349,840    3,325,950
                                                  ===========  ===========
</TABLE>

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


                                      F-4
<PAGE>

<TABLE>
<CAPTION>


                                       TRANSPIRATOR  TECHNOLOGIES,  INC.

                              STATEMENTS  OF  CHANGES  IN  STOCKHOLDERS'  EQUITY

                              FOR  THE  YEARS  ENDED  MARCH  31,  2003  AND  2002


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

<S>                        <C>        <C>        <C>       <C>          <C>           <C>
Balance at 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

Net loss. . . . . . . . .      -              -        -           -         (7,506)   (7,506)

Common stock issued . . .      -          80,000      800  $    2,000             -   $ 2,800
                           ---------  ----------  -------  -----------  ------------  -------------
    for services

Balance at March 31, 2003      -       3,405,950  $34,060  $3,595,097   $(3,571,967)   57,190
                           =========  ==========  =======  ===========  ============  =============
</TABLE>

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


                                      F-5
<PAGE>

<TABLE>
<CAPTION>


                        TRANSPIRATOR TECHNOLOGIES, INC.

                            STATEMENTS OF CASH FLOWS


                                                              Years Ended March 31,
                                                              ---------------------
                                                                2003       2002
                                                              ---------  ----------
<S>                                                           <C>        <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . . . . . . .  $ (7,506)  $(2,585)
    Adjustments to reconcile net earnings (loss) to net
       cash provided by (used in) operating activities:
    Common stock issued for services . . . . . . . . . . . .     2,800
    (Increase) decrease in:
      Royalties and interest receivable and other assets . .   (24,537)    3,611
      Other current assets . . . . . . . . . . . . . . . . .    (1,352)     (368)
    Increase (decrease) in:
      Accounts payable and accrued expenses. . . . . . . . .     9,605    10,440
                                                              ---------  ----------


        Net cash provided by (used in) operating activities.   (20,990)   11,098
                                                              ---------  ----------

Net increase (decrease) in cash. . . . . . . . . . . . . . .   (20,990)   11,098

Cash at beginning of year. . . . . . . . . . . . . . . . . .    55,879    44,781
                                                              ---------  ----------

Cash at end of year. . . . . . . . . . . . . . . . . . . . .  $ 34,889   $55,879
                                                              =========  ==========



SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

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

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


                                      F-6
<PAGE>

                        TRANSPIRATOR TECHNOLOGIES, INC.

                          NOTES TO FINANCIAL STATEMENTS
                           AT MARCH 31, 2003 AND 2002


(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.
                                                                     (continued)


                                      F-7
<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, 2003 and 2002.

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,  2003  and  2002.

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:

<TABLE>
<CAPTION>

                                                         MARCH  31,
                      --------------------------
                                                        2003     2002
                                                       -------  -------
<S>                                                    <C>      <C>
7% notes payable to related parties payable on demand  $29,750  $29,750
                                                       =======  =======
</TABLE>

                                                                     (continued)


                                      F-8
<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. During December
     2003,  the Company amended its employment agreements with its officers. The
     original  agreement  paid  each  of  two  officers  $12,000  per  year. The
     amendment  replaces the annual payment with an hourly rate of $50. Included
     in  accrued  expenses  is an amount of $7,250 and $4,000 which is officer's
     salary  accrual  for  the  years  ended  March  31,  2003  and  2002.

The  Board of Directors approved the payment of 80,000 shares of common stock to
     two officers and a director of the Company for services valued at $2800 for
     the  year  ended  March 31, 2003. These items have been included in general
     and  administrative  expenses  in the accompanying statements of operations
     for  the  year  ended  March  31,  2003.

(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 period for which
     options  are  exercisable is determined by the Board of Directors, 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, 2003 and 2002, 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
     agreement  can  be  cancelled  by  the  licensee  at any time by giving the
     Company  thirty  days  written  notice of termination. The Company received
     $32,524  during  the  year  ended  March  31, 2003. A royalty receivable of
     $103,426  and  $78,889  is  included  in the years ended March 31, 2003 and
     2002, respectively. During September 2002, the Company converted $80,000 of
     royalties  due  into  a promissory note receivable maturing March 30, 2003.
     The  note  is  currently  in  default, however Management has received full
     assurance  from  the  holder of the note that full payment would be made in
     July  and  does  not  consider  it  necessary  to  reserve  against  it.

                                                                     (continued)

                                      F-9
<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 five-year period ended March 31, 2003, the Company has
     not  received any payments with respect to this agreement because no Equine
     Units  have  been  produced  by  the  licensee.

(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,
                                       ------------------------
                                          2003         2002
                                       ----------  ------------
<S>                                    <C>         <C>
Deferred tax assets:
Net operating loss carryforwards. . .  $ 643,883   $ 1,160,065
General business credit carryforwards          -         2,739
Accrued expenses. . . . . . . . . . .      4,301             -
                                       ----------  ------------

Total gross deferred tax assets . . .    648,184     1,162,804

      Less valuation allowance. . . .   (648,184)   (1,162,804)
                                       ----------  ------------

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, 2003 and 2002,
     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)

                                      F-10
<PAGE>

                         TRANSPIRATOR TECHNOLOGIES, INC.

                    NOTES TO FINANCIAL STATEMENTS, CONTINUED


6)  INCOME  TAXES,  CONTINUED

At  March  31,  2003,  the  Company has net operating loss carryforwards for tax
reporting  purposes  totaling approximately $1,711,090. These carryforwards will
expire  in  the  following  fiscal  years:

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

     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
     2014                   5,000
                        ---------

                       $1,711,090
                       ==========


                                      F-11
<PAGE>