UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
10-KSB


(Mark
One)





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





For
the fiscal year ended June 30, 2007




OR





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





For the
transition period from ______________to _______________.





Commission
File Number 000-32673





TRANSWORLD
BENEFITS INTERNATIONAL, INC.


(Exact
name of registrant as specified in its charter)


CALIFORNIA
              98-0218912(State
      or other jurisdiction ofincorporation
      or organization)
              (I.R.S. Employer
      Identification No.)


4675
MacArthur Court, Suite 550, Newport Beach, CA 92660


(Address,
including zip code, of principal executive offices)





949-851-7775


(Registrant's
telephone number, including area code)





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




Title of each
      Class
              Name
      of each exchange onwhich
      registered100,000,000 Common Stock, Par Value -
      $0.001
              Over
      the Counter Bulletin Board


Check whether the issuer is not required to file reports pursuant to Section 13
or 15(d) of the Exchange Act. [   ]





Note –
checking the box above will not relieve any registrant required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under
those Sections.





Persons
who are to respond to the collection of information contained in the form are
not required to respond unless the form displays a currently valid OMB control
number.















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





Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes [   ] No [X]





State
issuer’s revenues for its most recent fiscal year:  $0.00





State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days.  (See definition of affiliate
in Rule 12b-2 of the Exchange Act.): $858,219





Note:  If
determining whether a person is an affiliate will involve an unreasonable effort
and expense, the issuer may calculate the aggregate market value of the common
equity held by non-affiliates on the basis of reasonable


assumptions,
if the assumptions are stated.





(ISSUERS
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)




Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.  [ ]
Yes   [  ] No





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.  The number of shares of
the Registrant's Common Stock outstanding as of February 1, 2008: 99,130,162
shares of Common Stock.





DOCUMENTS
INCORPORATED BY REFERENCE





If the following documents are incorporated by reference, briefly describe them
and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into
which the document is incorporated:  (1) any annual report to security
holders; (2) any proxy or information statement; and (3) any prospectus filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities
Act").  The listed documents should be clearly described for
identification purposes (e.g., annual report to security holders for fiscal year
ended December 24, 1990).





Transitional
Small Business Disclosure Format (Check one):  [ ] Yes  [x]
No











TABLE OF CONTENTS


PART
      IItem
      1. .
              Business
              4Item
      2. .
              Property
              10Item
      3. .
              Legal
      Proceedings
              10Item
      4. .
              Submission
      of Matters to a Vote of Security Holders
              11PART
      IIItem
      5. .
              Market
      For Common Equity And Related Stockholder Matters
              11Item
      6. .
              Management's
      Discussion and Analysis of Financial Condition
              13Item
      7. .
              Financial
      Statements
              16Item
      8. .
              Changes
      In And Disagreements With Accountants On Accounting And Financial
      Disclosure
              35Item
      8a. .
              Controls
      And Procedures
              35PART
      IIIItem
      9. .
              Directors,
      Executive Officers and Corporate Governance
              35Item
      10. .
              Executive
      Compensation
              36Item
      11. .
              Security
      Ownership Of Certain Beneficial Owners And Management And Related
      Stockholder Matters
              37Item
      12. .
              Certain
      Relationships And Related Transactions
              38Item
      13. .
              Exhibits
      And Reports On 10-KSB
              38Item
      14. .
              Principal
      Accountant Fees And Services
              40Signatures













FORWARD-LOOKING
INFORMATION





Throughout
this report, references to the “Company,” “we” and “our” refer to TransWorld
Benefits International, Inc. and its consolidated subsidiary, unless the
context indicates otherwise.





Statements
in this Form 10-K (or otherwise made by us or on our behalf) contain
various forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, or the Securities Act, and Section 21E
of the Securities Exchange Act of 1934, as amended, or the “Exchange Act,” which
represent our management’s beliefs and assumptions concerning future events.
When used in this document and in documents incorporated by reference,
forward-looking statements include, without limitation, statements regarding
financial forecasts or projections, and our expectations, beliefs, intentions or
future strategies that are signified by the words “expects,” “anticipates,”
“intends,” “believes,” “plans,” or similar language. These forward-looking
statements are subject to risks, uncertainties and assumptions that could cause
our actual results and the timing of certain events to differ materially from
those expressed in the forward-looking statements. It is routine for our
internal projections and expectations to change as the year or each quarter in
the year progresses, and therefore it should be clearly understood that the
internal projections, beliefs and assumptions on which we base our expectations
may change prior to the end of each quarter or year. Although these expectations
may change, we may not inform you if they do.





You
should understand that many important factors, in addition to those discussed or
incorporated by reference in this report, could cause our results to differ
materially from those expressed in the forward-looking statements.  In
light of these risks and uncertainties, the forward-looking events discussed in
this report might not occur




PART
I




ITEM
1.   DESCRIPTION OF BUSINESS




BACKGROUND
AND ORGANIZATION





The  Company  was  incorporated  in
1999 as Encore Ventures, Inc. in Nevada. On August 8, 2001 we filed the
necessary documents with the Secretary of State of Nevada to change our name to
Thinka Weight-Loss Corporation.  We also changed our symbol from
“ECVI” to “TWLO”.  The Company changed its name again on October 16,
2003 to TransWorld Benefits International, Inc. and changed its symbol from
“TWLO” to “TBII”.





We were
originally in the business of mineral exploration.  However, we made
the decision to change the direction of our business.  In July 2001,
we purchased all of the assets of Six Forty-Nine Incorporated, a Nevada
corporation (“649 Inc.”), in exchange for 12,892,300 shares of our common
stock.  The assets included all right, title and interest in the
Thinka products, a liquid, low carbohydrate, high protein weight loss
product.  On November 2, 2000 , 649 Inc. had purchased the right,
title and interest in the Thinka product from Dr. Louis Scarrone, the creator of
the Thinka diet product.  In the Fall of 2002, we determined that we
could not be profitable with the Thinka product.  Our former officers
and directors believed it was in the best interest of our stockholders to
discontinue the company’s current business and attempt to acquire a new business
which may provide more value to our stockholders.  To further this
objective, our former officers and directors agreed to acquire Transworld
Benefits, Inc., a Nevada corporation, in a tax-free reorganization pursuant to a
Share Purchase Agreement.  Our Form 8-K, filed with the Securities and
Exchange Commission on October 15, 2002, is hereby incorporated by reference
into this filing.







4




Pursuant
to a Share Purchase Agreement dated October 4, 2002 by and among Thinka
Weight-Loss Corporation (the “Company”), TransWorld Benefits, Inc.
(“TransWorld”), and certain shareholders of TransWorld, the Company acquired
5,600,000 shares of the common stock of TransWorld, which represented 100% of
the issued and outstanding capital stock of TransWorld, in exchange for
4,500,000 newly issued shares of its common stock and 5,721,435 of outstanding
common stock shares (the “Reverse Acquisition”).  The parties to the
Reverse Acquisition originally contemplated that the shareholders of TransWorld
would receive an aggregate of 10,221,435 shares of the Company’s common stock at
the closing of the Reverse Acquisition, which together would have represented
53.7% of the Company’s total outstanding capital stock.  However, due
to a disputed claim made by a shareholder of the Company, the 5,721,435 shares
of the Company’s common stock were not transferred to the TransWorld
shareholders until June 2004.





As a
result of the Reverse Acquisition, TransWorld became a wholly owned subsidiary
of the Company effective on January 30, 2003, and two shareholders of TransWorld
were elected to two of the three seats on the Company’s Board of
Directors.  Through their acquisition of the shares of the Company’s
outstanding common stock as described herein, certain shareholders of TransWorld
now exercise control of the Company, which in turn controls TransWorld as a
wholly owned subsidiary.  As a result, the related transactions
together have been accounted for as a “reverse acquisition.”  Under
reverse acquisition accounting, TransWorld is considered the accounting acquirer
and the Company is considered the accounting acquiree.  The historical
financial statements of TransWorld have now become those of the
Company.





In
connection with the merger, the Company became a development stage company
formed to provide emergency travel services to the funeral, insurance, travel,
Internet, and credit card industries. The Company will generate revenue through
direct sales or licensing of the Company's proprietary products such as the
return of remains of the deceased by private executive aircraft. The Company
also intends to market and sell insurance plans for the repatriation of remains
benefit, medical evacuation and necessary repatriation as well as accidental
death and dismemberment benefits. The Company expects to sell its products to
customers both domestically and internationally.





OUR
PRODUCTS





We are
committed to providing the most exclusive, comprehensive, dignified, convenient
and private emergency travel benefits worldwide. This includes the
transportation of injured individuals in a medical emergency, commonly known as
"medical evacuation," and transportation of the deceased, commonly known as
"repatriation." We intend to include both domestic and international travel on
private jets. We have developed a proprietary, one-of-a-kind benefits package to
provide these services, and we intend to underwrite our ability to provide those
benefits through "A" rated insurance companies. We currently refer to our
complete line of benefits as our "Emergency Travel Assistance Program", namely
Above & Beyond.





The
products we plan to offer are set forth below:





LIVING
BENEFITS:





-       
Medical Evacuation and Repatriation - medivac or personal transportation  provided  on  an  as-needed  basis.




-      
Worldwide Travel Assistance - for travelers needing professional or consular
help with doctors, lawyers, hospitals, or the replacement of prescriptions
and eyeglasses.






5





-      
Medical Travel Advisory - $10,000 accidental dismemberment benefit.





-      
Bridge Medical Coverage - up to $2,500 to reimburse deductible or co-pay.





DEATH
BENEFITS:





-      
Return of Remains - efficient and dignified return in a private executive  aircraft.





-      
Family Travel - up to three family members or friends may accompany the  remains at no extra charge.




-     
Complete and Paid Handling of All Funeral Details - including ground transportation
at ending and receiving sites, embalming or cremation, and
travel containers.




-      
Processing of Paperwork and Regulatory Compliance - includes adherence to  international  law  and  religious  custom  of  deceased.





-      
Vehicle Return - up to $2,000 for the return of vehicle with annual trip  policies.





-      
Death Benefit - a $10,000 accidental death benefit.





Our  products  will  likely  include
the return of remains by contracted private executive  aircraft  as  a  standard  feature.  We  will  provide  dignified
and respectful  service,  and  up
to three members of the deceased's family may also accompany
the remains.  Of the world's airports, 90% are unable to accommodate a commercial
airplane.  Our solution provides privacy and convenience at a time of need.





While  our  main  focus
for its lifetime products is wholesale through groups, a number  of
these groups finance their resales over one, three, or five years and have
asked us to either do some premium financing on lifetime products or assist them in
their effort.  We are considering offering this financing in the
future.





OUR
MARKETS





Generally,  we  refer  to  our  niche
market as the emergency travel
assistance  market,  which  includes  both  medical
evacuation and repatriation. Americans are traveling in record numbers for
business and pleasure. The markets for TransWorld's Emergency Travel Assistance
Program are substantial and diverse. Each represents a major economic
opportunity.  The  primary  markets  for  the  company  are:





-
-    Travel - Americans take over 2 billion trips per
year.





-
-    Cruise Lines - Over 7,000,000 passengers.





-
-    Insurance - Millions of insurance policies are sold
annually.





-
-    Funeral - Approximately 2,000,000 pre-need insurance
policies are sold each
year.





-
-    Associations - The American Association of Retired
People (AARP), for example,  has  35,000,000  members.






6





-
-    Corporations - 200,000,000 plus business trips are
taken per year.





-
-    Credit Card – in excess of 1,500,000,000 bank credit
cards are outstanding.





-
-    Timeshare - Resorts International has over 2,000,000
timeshare owners who take 4,600,000 trips per ear.





-
-    Internet - More than 3,000,000 airline tickets
purchased annually.





These are
mature markets with well-established and accessible channels of distribution
for an emergency travel assistance program. Companies who sell to these
markets are continuously looking for unique, high quality products. Their sales
force of thousands of representatives can expedite our acceptance and penetration
in the target markets. We plan to use primarily these channels of distribution,
with an initial focus on the first 4 listed above.





A more
detailed analysis of each market is set forth below:





TRAVEL
INDUSTRY





This is a
segment experiencing exceptional growth, as baby boomers become empty nesters.
It is also an industry in which travel agency profits have been under pressure
as airlines have pushed direct ticket purchase programs and reduced commissions.
With our 40% travel agent commission structure, our products can be a
significant potential source of new revenue for travel agencies, wholesalers,
and travel packagers.





CRUISE  LINES





The
cruise ship category is a fast-growing segment of the vacation travel industry.
The industry reports that it will add additional ships representing a major
increase in capacity. With our dignified return of remains via private executive
aircraft, we can provide a solution to a passenger's death that is in keeping
with the cruise ship industry's image of exceptional service and concern for
their customers. Every cruise ticket can be written with the TransWorld
Emergency Travel Assistance Program included. On a cruise ship ticket costing
$1,000 per person, an add-on of $8 or $10 is insignificant to the overall price
to the traveling customer, and we believe we can successfully market our product
at this price.





FORTUNE
500





Our
products will have broad appeal to Fortune 500 companies, who will include our
products in their executive compensation programs.  Professional
corporate insurance brokers will sell this product to their existing customer
base. The top 10 such insurance brokers employ in excess of 90,000 sales people.
In addition, employee benefits providers, and executive compensation firms, will
be prime candidates to sell the Company's products.





FUNERAL  INDUSTRY





US News
and World Report indicated that the funeral industry has annual sales of $25
billion. After a century of declining mortality in America, the death rate will
increase in the years ahead, as baby boomers age. Industry projections call for
approximately 2,000,000 pre-need funeral insurance policies to be sold annually
for the next twenty years. Pre-need insurance is sold to individuals to cover
the future expenses of a funeral and burial. It has become a major profit center
for the funeral industry. Service Corporation International, one of the largest
funeral firms in the country, has $3.2 billion of pre-need policies on its
books.






7





Our goal
is to sell our product to 47,000 people in the first year of distribution
through the funeral industry. This represents less than a one percent market
penetration of the total projected pre-need insurance policy sales of
approximately 2,000,000 in 1998. Service Corporation International, Loewen
Group, United Family Life, Ross Hiss (a Loewen Company), Inglewood Cemetery (a
Centennial Company), Matthews, and Monumental Life all have the capacity to
individually equal or surpass our projected first-year sales.





ASSOCIATIONS





Increasingly,
special interest associations are offering travel services to their members. An
association has paid dues because they deliver value-added services and
products. Therefore, to a dues-driven organization such as an association, a
product like our TransWorld Emergency Travel Assistance Program is very
attractive.





For
example, the American Association of Retired Persons (AARP) has 35,000,000
members, and offers a full range of travel programs. Other examples of potential
markets include the American Automobile Association, with its millions of
members, and the Nevada State Teachers Association, whose 9,000 members almost
all travel outside the state during the summer months.





CORPORATIONS





Corporate
travel will be a major source of revenue for us with billions of dollars spent.
Corporate meeting and incentive planners get together often and share ideas. Our
representatives can act as guest speakers at such meetings, as they have done in
the past.





CREDIT
CARD





This
market is a major opportunity for us.  We have held discussions with
one major credit card company about adding our product as a standard feature for
each cardholder.





TIMESHARE
INDUSTRY





The
timeshare industry is a prime candidate for our products. Worldwide, there are
more than 6,000 timeshare resorts. More than 4,000,000 people in 174 countries
are vacation time owners. Resorts International, the industry leader, has
2,000,000 members around the world. Its member benefits include travel agency
services (including airline tickets), tour packages, and car
rentals.





INTERNET





America
Online (AOL) has over 2,000,000 customers who regularly purchase airline tickets
via the Internet. Microsoft accepts airline tickets over its Internet travel
site. The Internet is an area of explosive travel services growth. We have been
in contact with award winning web-site designers, working to create a
state-of-the-art web site.





Our
insurance sales and management group has identified corporate, association, and
insurance groups, particularly HMOs, for presales or sales during the first 90
days after start-up. We require a modest level of market penetration to achieve
or exceed our projected sales and profit objectives. We expect target market
penetrations of less than 1% in year one, 5% in year two, and 10% in year three,
excluding all Internet sales. To achieve these goals, we must receive at least
$5,000,000 of additional funding.







8




OUR
SUPPLIERS





The
supply of our services from third parties are either committed or being
negotiated with our vendors. The repatriation of remains benefit, medical
evacuation and necessary repatriation, as well as accidental death and
dismemberment benefits, are being negotiated on a reinsurance basis for trip,
annual, and lifetime products on a rollover basis. Approximately 60% - 80% of
the FAA certified aircraft in the United States capable of medivac or return of
human remains flights have been contracted to, or are available to, us on an
exclusive basis. Additionally, the pre-need insurance companies operating in the
funeral industry will, in some cases, underwrite those products using a
reinsurance carrier. U.S. Assist, and other assistance companies have offered us
contracts for our worldwide assistance product. To complete all of our vendor
agreements, we believe we need to receive at least about $5,000,000 of financing
over the next twelve months.




OUR DISTRIBUTION
METHODS





We are
offering easy-to-understand, and simple to purchase, emergency travel assistance
products. Consumers can purchase short term, annual, or lifetime products
through our wholesale network of insurance companies, brokers, travel agencies,
and funeral homes, as well as directly through the Internet, and other mass
marketing venues. We will be developing strategic alliances with funeral
companies, insurance companies and travel companies to be our primary source of
distribution.





We intend
to become the "brand name" in the emergency travel assistance market through
substantial expenditures in advertising, a cooperative advertising program, and
media discount opportunities.





We plan
to continue to supply our immense target markets with product enhancements, and
with new products, while taking our current product line to Asia and Europe by
the end of year two.





OUR BUSINESS
STRATEGY





We intend
to build a number of strategic alliances with leaders in each of our primary
markets. Our goal is to motivate selected sales organizations to aggressively
sell our products. We will offer our strategic alliance partners a number of
advantages, which may include advertising or endorsements, co-op advertising
funds, and/or product discounts for volume purchases.





Where
appropriate, we will underwrite our product purchases on a direct basis from
wholesale pre-need insurance companies.  These buybacks from pre-need
insurance company customers will serve as additional incentive to make our
products a standard part of these wholesalers' product
lines.  Companies such as Allianz, York Agencies, Liberty Insurance,
United Family Life, SCI and Loewen, and Stewart Enterprises are all candidates
for underwritten product purchases.





OUR RESEARCH AND
DEVELOPMENT





We have
developed our own proprietary actuarial analysis, qualifying the economic risk
to offer return of remains by private executive aircraft.






9




TransWorld
Benefits, Inc. purchased the results of over five years of research on the
emergency travel assistance market. In addition, we have conducted additional
research.  This research sought to establish exclusive aircraft
networking and target markets with existing distribution
channel.  This research also provided data about adequately
underwriting the products, other insurance issues and state laws and
regulations.  The research also produced a proprietary actuarial study
for our products.




REPORTS TO SECURITY
HOLDERS





Our
common stock is registered pursuant to Section 12(g) of the Securities and
Exchange Act of 1934, and as a result, we are required to file periodic reports
with the Securities and Exchange Commission, including Forms 10-KS B, 10-QSB,
and 8-K. In addition, we are required to deliver an annual report to our
stockholders and to file all proxy solicitations with the Securities and
Exchange Commission.





You may
read and copy materials we file with the Securities and Exchange Commission
(SEC) at the SEC's Public Reference Room at 450 Fifth Street, N.W.,Washington,
D.C. 20549. The public may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains
an Internet site that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the
SEC at the following address: http://www.sec.gov.





ITEM 2.
DESCRIPTION OF PROPERTY





Facilities.
The Company's principal executive and administrative offices are located at 4675
MacArthur Court, Suite 550, Newport Beach California 92660. The facility has
approximately 1,000 square feet.




ITEM
3.  LEGAL PROCEEDINGS





The
Company may become involved in various legal proceedings and claims which arise
in the ordinary course of its business.  Management does not believe
that these matters will have a material adverse effect on the Company’s
financial position or results of operations.





On
December 23, 2002, an individual filed a lawsuit in Superior Court for the
County of Orange, State of California, against TransWorld Benefits, Inc. (the
"Company") and others. The only cause of action alleged against the Company in
the Lawsuit is for breach of contract. In that cause of action, plaintiff
alleged that he lent $35,000 to the Company and was not repaid. Plaintiff
alleged that he was entitled to judgment for $45,000, plus prejudgment interest
and court costs. On October 6, 2003, the Company filed a cross-complaint against
the plaintiff for breach of contract and fraud alleging that plaintiff had
breached an obligation to pay the Company $500,000 pursuant to a Stock Purchase
Agreement between plaintiff and the Company. On or about November 17, 2003 the
company entered into a settlement agreement with plaintiff which included a full
release and was reduced to a judgment for $58,000 against TWBI in July. The
judgment was vacated and the suit was dismissed with prejudice on January 4,
2006.





On or
about February 25, 2004, a firm who leased office space to the Company filed an
unlawful detainer lawsuit in the Superior Court of California, County of Orange,
against TWBI.  On or about July 14, 2004, the lessor obtained a
judgment against the TWBI for $102,580 for lease damages.




10


ITEM
3.  LEGAL PROCEEDINGS,CONTINUED





On or
about  July 23, 2007, an individual hired to perform accounting and
other services for the Company on a contract basis filed a claim for unpaid
wages in front of the labor board. Said individual obtained an award against
TWBI from the Labor Commissioner for the State of California in the amount of
$233,486 the (“Award”).  On August 7, 2007, TWBI timely filed an
appeal of the award with the Superior Court of California, County of Orange,
entitling TWBI to a trial de novo of the issues adjudicated in the award. On
December 10, the Court issued a ruling determining that the individual was not
an employee during the period in question and is not entitled to any wages from
the Company and granted judgment in favor of the Company.





On June
4, 2007 in the Superior Court of California, TWBI filed a lawsuit against the
individual referenced above who made an unsuccessful claim for wages against the
company, seeking damages in excess of $1 million from the individual. The
lawsuit alleges claims for Breach of Fiduciary Duty, Negligence, Fraud,
Conversion and Declaratory Relief.  Defendant has defaulted in the
lawsuit, and the Court has entered judgment on behalf of TWBI for $5,000,000.
The Company does not expect to receive these funds.





On May
26, 2007, a former executive of the Company filed suit against the Company,
alleging that he is owed compensation, benefits, common stock in the
Company , plus indemnification for amounts he paid to a third party
financier pursuant to execution of a judgment.  The plaintiff's operative
complaint asserts alleged causes of action for fraud, breach of contract, breach
of fiduciary duty, indemnity, accounting, and unfair competition.  The case
is still in the pleading stage, and the Company has filed a Demurrer and Motion
to Strike regarding the First Amended Complaint.   There has
been only limited discovery to date.  Trial is set for June 9,
2008.   The Company intends to vigorously defend this lawsuit and is
evaluating possible cross claims it may have.  The outcome at this
time is unknown.





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





None





PART
II.  OTHER INFORMATION





ITEM
5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALLBUSINESS
ISSUER PURCHASES OF EQUITY SECURITIES




(a)Our  stock
has been  quoted on the Over the Counter Bulletin Board since January
15, 2002 and is currently traded under the symbol TBII.


The table
below sets forth the quarterly low and high OTC market quotations.








Quarter
            2004-2005
            2005-2006
            2006-2007Low
            High
            Low
            High
            Low
            HighFirst
            $0.02
            $0.03
            $0.01
            $0.02
            $0.002
            $0.006Second
            $0.01
            $0.02
            $0.01
            $0.02
            $0.001
            $0.001Third
            $0.01
            $0.02
            $0.007
            $0.01
            $0.002
            $0.004Fourth
            $0.01
            $0.02
            $0.006
            $0.008
            $0.004
            $0.02




Shares  of  our  common
stock are subject to rules adopted by the Securities and Exchange  Commission  that  regulate  broker-dealer
practices in connection with




11




ITEM
5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALLBUSINESS
ISSUER PURCHASES OF EQUITY SECURITIES, CONTINUED





transactions
in "penny stocks". Penny stocks are generally equity securities with a
price of less than $5.00, except for securities registered on certain national
securities exchanges or quoted on the Nasdaq system, provided that current
price and volume information with respect to transactions in those securities
is provided by the exchange or system. The penny stock rules require a
broker-dealer to deliver a standardized risk disclosure document prepared by the
Securities and Exchange Commission, which contains the following:





o      a  description
of the nature and level of risk in the market for penny stocks  in  both  public  offerings  and  secondary  trading;




o     
a description of the broker's or dealer's duties to the customer and of the
rights and remedies available to the customer with respect to violation
to such duties or other requirements of securities' laws;




o      a
brief, clear, narrative description of a dealer market, including "bid" and
"ask" prices for penny stocks and the significance of the spread
between the "bid" and "ask" price;




o    
a toll-free telephone number for inquiries on disciplinary actions; definitions
of significant terms in the disclosure document or in the conduct
of trading in penny stocks; and




o     
such other information and is in such form, including language, type, size and
format, as the Securities and Exchange Commission shall require
by rule or regulation.





Prior  to  effecting
any transaction in penny stock, the broker-dealer also must provide  the  customer  the  following:





o     
the  bid  and  offer  quotations  for  the  penny  stock;




o    
 the  compensation  of  the  broker-dealer  and  its
salesperson in the transaction;




o     
the number of shares to which such bid and ask prices apply, or other comparable
information relating to the depth and liquidity of the market
for such stock; and




o     
monthly  account  statements  showing  the  market
value of each penny stock  held  in  the  customer's  account.





In  addition,  the  penny  stock  rules
require that prior to a transaction in a penny
stock not otherwise exempt from those rules, the broker-dealer must make a special  written
determination that the penny stock is a suitable investment for the  purchaser
and receive the purchaser's written acknowledgment of the receipt of  a  risk  disclosure
statement, a written agreement to transactions involving penny  stocks,  and  a  signed  and  dated
copy of a written suitably statement. These  disclosure  requirements  may  have  the  effect  of
reducing the trading activity  in  the
secondary market for a stock that becomes subject to the penny stock  rules.  Holders
of shares of our common stock may have difficulty selling those  shares  because  our  common  stock
will probably be subject to the penny stock  rules.





(b)There are
approximately 53 holders of record of our common stock. That does not account
for the number of beneficial holders whose stock is held in the name of
broker-dealers or banks.





(c)We have not paid and, in
the foreseeable future, we do not intend to pay any dividends.  There
are no restrictions that limit the ability to pay dividends on common
equity and none that are likely to do so in the future.






12








ITEM
6.   MANAGEMENT'S DISCUSSION AND ANALYSIS of FINANCIAL
CONDITION





Management’s
discussion and analysis (“MD&A”) provides supplemental information which
sets forth the major factors that have affected the Company’s financial
condition and results of operations and should be read in conjunction with the
Consolidated Financial Statements and related notes. The MD&A is divided
into subsections entitled “Forward Looking Information”, “Going Concern”,
“Development Stage Business Plans”, “Results of Operations”, and “Liquidity and
Capital Resources”.




FORWARD LOOKING
INFORMATION





This
annual report on Form 10-KSB contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.
In addition, the Company may make other written and oral communications
from time to time that contain such statements. Forward-looking statements
include statements as to company and industry trends, future expectations
of the Company and other matters that do not relate strictly to historical
facts and are based on certain assumptions by management. These statements
are often identified by the use of words such as "may," "will," "expect,"
"believe," "anticipate," "intend," "could," "estimate," or "continue," and
similar expressions or variations. These statements are based on the
beliefs and assumptions of the management of the Company based on
information currently available to management. Such forward-looking
statements are subject to risks, uncertainties and other factors that could
cause actual results to differ materially from future results expressed or
implied by such forward looking statements. We caution the reader to
carefully consider such factors. Furthermore, such
forward-looking statements speak only as of the date of this report. We
undertake no obligation to update any forward-looking statements to reflect
events or circumstances after the date of such statements.




GOING
CONCERN





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





The
Company has never earned revenues and has incurred losses totaling approximately
$4,915,000 since our inception. We are still in the development stage and have a
working capital deficit of approximately $2,590,000 as of June 30, 2007. These
factors, among others, raise substantial doubt regarding our ability to continue
as a going concern. The accompanying financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result from
the outcome of these uncertainties. As a result, our auditors have included a
going concern modification in our June 30, 2007 audited financial statements
report.








13





ITEM
6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION,
CONTINUED





DEVELOPMENT STAGE BUSINESS
PLANS





Product
Development. We have developed our unique product line utilizing the experience
of our staff and officers in aircraft management, death care and insurance
resulting in the development of a product with unique, state-of-the-art features
and benefits. Our actuarial analysis and aircraft network constitute a
significant barrier to entry for competitors. We believe we have completed our
product research and development for the foreseeable future and do not intend to
spend significant resources on research and development over the next twelve
(12) months.





The
Opportunity. A business opportunity, the sales of emergency travel assistance,
with both living and death benefit, including medical evacuation and
repatriation, and more, exists. We have developed a proprietary, one-of-a-kind
benefits package to capture this opportunity. The benefits are guaranteed by "A"
rated insurance companies.





Business  Strategy.  We
will employ the following business strategies and goals:





-  Bundle living benefits and
repatriation services to customer driven
time frames.





-  Leverage sales effort through
strategic alliances with established
sales
organizations serving  primary  markets.





-  Offer exceptional value, being the
low cost provider whenever possible.





-  Become
the "brand name" for Emergency Travel Assistance Programs worldwide.





-  Offer cooperative advertising  funds to expedite market penetration.





-  Develop Emergency Travel Assistance products for
emerging markets,
and
distribution channels,  such as the internet.





-  Hire,  motivate, and retain top quality sales and
marketing personnel
influence"  sales and marketing  personnel.





-  Provide product enhancement on a
regular basis.





-  Use technology to lower
product costs - becoming a virtual organization.





-  Excel in customer service and support.





We will
be implementing our strategies and goals the following ways:





We are
planning to offer easy-to-understand, and simple to purchase, Emergency Travel
Insurance products, which provide valuable living and death benefits.Consumers
will be able to purchase short term, annual, or lifetime policies through our
wholesale network of insurance companies, brokers, travel agencies, or funeral
homes, as well as the Internet, and other mass marketing venues.








14






ITEM
6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION,
CONTINUED





We will
continue detailed research on current and future products, thereby offering
exceptional value, and in most cases, being the lowest cost provider of these
services.





When
funded, we are projecting a substantial advertising budget, cooperative
advertising program, and media discount opportunities, and we believe this will
position us as the "brand name" in the Emergency Travel Insurance business. Our advertising
programs will target the consumer from this position of strength, generating
leads for our wholesale partners, with whom we will be developing strategic
alliances for quick product rollout.





We have a
strong focus on experienced and talented management and are conveying that focus
into the sales department, where very strong "center of influence" personnel are
being hired as funding allows, with an outstanding incentive program, and the
best product line available in the industry. The diversity of the product,
purchase periods, and diverse markets, can only be managed using state of the
art technology, and substantial customer service and support all of our strong
assets.





RESULTS OF
OPERATIONS





For the
years ended June 30, 2007 and 2006, the Company has incurred general and
administrative expenses of approximately $502,000 and $237,000, respectively, in
its development stage. The majority of expenses have been for consultants,
professional fees, travel, interest expense and office leases. The increase in
our expenses since June 2006 was a direct result of loans to our Company by our
majority shareholder. We expect to incur substantial expenses to further develop
our business plan before any revenues are earned.  We need additional
loans and investments in the near future for our business plan to succeed in a
timely manner.





LIQUIDITY AND CAPITAL
RESOURCES.





We had
$8,508 in cash and a working capital deficit of approximately $2,590,000 at June
30, 2007. We are a development stage Company and have earned no revenues since
inception.





We do not
currently have any material commitments for capital expenditures in the short
term other than those expenditures incurred in the ordinary course of
business.





Since
inception, our operating and investing activities have used all cash from
financing activities. We need to raise additional capital to develop and conduct
our operations. Such additional capital may be raised through public or private
financing as well as borrowings and other sources. We are currently negotiating
potential investments with several separate groups or individuals to raise money
through a private sale of stock or convertible debentures, but there can be no
assurance that additional funding will be available on favorable terms, if at
all. If adequate funds are not available, we believe that our majority
shareholder will contribute funds to pay for our basic expenses, but this will
not meet our cash requirements to fund our business plan. Therefore, we have not
contemplated any plan of liquidation in the event that we do not generate
additional capital in the near term.




15




ITEM
7.  FINANCIAL STATEMENTS









REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To
the Board of Directors andStockholders of TransWorld Benefits International,
Inc.We have audited the accompanying consolidated balance sheets of
TransWorld Benefits International, Inc. as of June 30, 2007 and 2006, and the
related statements of income, stockholders equity, and cash flows for each of
the years in the two-year period ended June 30, 2007. TransWorld Benefits
International, Inc.'s management is responsible for these financial statements.
Our responsibility is to express an opinion on these financial statements based
on our audits.We conducted our audits in accordance with the standards
of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
companys internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.In our opinion,
the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of TransWorld Benefits International,
Inc. as of June 30, 2007, and 2006, and the results of its operations and its
cash flows for each of the years in the two-year period ended June 30, 2007 in
conformity with accounting principles generally accepted in the United States of
America.The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. As
discussed in Note 1 to the financial statements, the Company has suffered
recurring losses from operations, net capital deficiencies, and negative cash
flows from operations that raise substantial doubt about its ability to continue
as a going concern. Managements plan in regard to these matters are also
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty. /s/
De Leon & Company, P.A.Pembroke Pines, FloridaApril
22, 2008


















16









TransWorld
Benefits International, Inc. and Subsidiary


(A
Development Stage Company)


Consolidated
Balance Sheets


As
of June 30, 2007 and 2006




June
      302007
              
              
              2006Assets:Current
      assets:Cash
              
              $
              8,508
              
              
              $
              -Prepaid
      expenses
              
              
              9,960
              
              
              
              -18,468Furniture
      and equipment, net of accumulated depreciation of $727
              
              
              2,836
              
              
              
              -Total
      assets
              
              $
              21,304
              
              
              $
              0Liabilities
      and stockholders’ deficiencyCurrent
      liabilities:Accounts
      payable and accrued expenses
              
              $
              267,582
              
              
              $
              247,226Accrued
      consulting and related
              
              
              273,838
              
              
              
              358,973Accounts
      payable to related parties
              
              
              1,654,021
              
              
              
              1,418,986Advances
      from related parties
              
              
              109,500
              
              
              
              109,500Notes
      payable to related party
              
              
              154,067
              
              
              
              154,067Accrued
      interest on notes payable related party
              
              
              131,976
              
              
              
              111,470Advances
      payable
              
              
              19,500
              
              
              
              27,000Accrued
      interest on convertible debenture
              
              
              -
              
              
              
              47,6382,610,484
              
              
              
              2,474,860Convertible
      debenture payable
              
              
              -
              
              
              
              148,750Total
      liabilities
              
              
              2,610,484
              
              
              
              2,623,610Stockholders’
      deficiency:Preferred
      stock, $0.001 par value; 5,000,000 shares authorized; no shares issued and
      outstanding
              
              
              -
              
              
              
              -Common
      stock, $0.001 par value; 100,000,000 shares authorized; 99,130,162 and
      35,069,898 shares issued and outstanding at June 30, 2007 and 2006,
      respectively
              
              
              99,130
              
              
              
              35,070Additional
      paid-in capital
              
              
              2,226,447
              
              
              
              1,765,908Accumulated
      deficit
              
              
              (4,914,757
              )
              
              
              (4,424,588
              )Total
      stockholders’ deficiency
              
              
              (2,589,180
              )
              
              
              (2,623,610
              )Total
      liabilities and stockholders’ deficiency
              
              $
              21,304
              
              
              $
              0


See
independent auditors’ report and notes to the financial statements






17






TransWorld
Benefits International, Inc. and Subsidiary


(A
Development Stage Company)


Consolidated
Statements of Operations


For
the Years Ended June 30, 2007 and 2006 and Cumulative


Amounts
from Inception September 16, 1996 through June 30, 2007







(Unaudited)For
      the Years Ended June 30,
            
            
            Cumulative2007
            
            
            2006
            
            
            from
      InceptionRevenues
            
            $
            -
            
            
            $
            -
            
            
            $
            -General
      and administrative expenses
            
            
            502,308
            
            
            
            236,594
            
            
            
            (5,204,640
            )(Loss)
      before other income (expense)
            
            
            (502,308
            )
            
            
            (236,594
            )
            
            
            (5,204,640
            )Other
      income (expense):Other
      income
            
            
            -
            
            
            
            -
            
            
            
            8,902Gain
      on settlement of debt
            
            
            35,467
            
            
            
            -
            
            
            
            224,491Gain
      on decrease in fair value of warrants and stock purchase rights
      liabilities
            
            
            -
            
            
            
            -
            
            
            
            475,510Interest
      expense, net
            
            
            (23,328
            )
            
            
            (50,932
            )
            
            
            (419,020
            )Net
      (loss)
            
            
            (490,169
            )
            
            
            (287,526
            )
            
            
            (4,914,757
            )Beginning
      of period accumulated deficit
            
            
            (4,424,588
            )
            
            
            (4,137,062
            )
            
            
            -End
      of year accumulated deficit
            
            $
            (4,914,757
            )
            
            $
            (4,424,588
            )
            
            $
            (4,914,757
            )Loss
      per share: Basic
      and diluted
            
            $
            (0.011
            )
            
            $
            (0.008
            )Weighted
      average number of
      shares outstanding:Basic
      and diluted
            
            
            44,020,78$
            
            
            
            35,069,898




See
independent auditors’ report and notes to the financial statements




18
  TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Consolidated
Statements of Cash Flow
 For
the Years Ended June 30, 2007 and 2006 and Cumulative
 Amounts
from Inception September 16, 1996 through June 30, 2007
 
  (Unaudited)For the Years Ended June
30,
                
                
                Cumulative2007
                
                
                2006
                
                
                from
      InceptionCash
      Flows from Operating Activities:Net
      (loss)
                
                $
                (490,169
                )
                
                $
                (287,526
                )
                
                $
                (4,914,757
                )Adjustments
      to reconcile net (loss) to net cash from (used in) operating
      activities:Depreciation
                
                
                727
                
                
                
                -
                
                
                
                727Amortization
      of deferred financing costs
                
                
                -
                
                
                
                16,485
                
                
                
                193,750Common
      stock issued for services and debt
                
                
                325,342
                
                
                
                -
                
                
                
                2,088,651Gain
      of settlement of debt
                
                
                -
                
                
                
                -
                
                
                
                (202,024
                )Subscription
      receivable exchanged for services
                
                
                -
                
                
                
                -
                
                
                
                20,000(Gain)
      on decrease in fair value of warrants and stock purchase rights
      liabilities
                
                
                -
                
                
                
                -
                
                
                
                (475,510
                )Changes
      in operating assets and liabilities, net of effects of
    merger:Prepaid
      expenses
                
                
                (9,960
                )
                
                
                -
                
                
                
                (9,960
                )Accounts
      payable and accrued expenses
                
                
                20,356
                
                
                
                (13,668
                )
                
                
                547,991Accrued
      consulting and related
                
                
                (85,135
                )
                
                
                88,207
                
                
                
                (155,518
                )Accounts
      payable to related parties
                
                
                235,034
                
                
                
                163,175
                
                
                
                1,654,021Accrued
      interest on notes payable to related party
                
                
                20,506
                
                
                
                18,642
                
                
                
                131,976Accrued
      interest convertible debenture
                
                
                (47,637
                )
                
                
                14,685
                
                
                
                -Net
      cash from (used in) Operating Activities
                
                
                (30,936
                )
                
                
                0
                
                
                
                (1,120,653
                )Cash
      Flows from Investing Activities:Purchase
      of furniture and equipment
                
                
                (3,563
                )
                
                
                -
                
                
                
                (3,563
                )Payments
      received on related party notes receivable
                
                
                -
                
                
                
                -
                
                
                
                205,400Net
      cash flows from (used in) Investing Activities:
                
                
                (3,563
                )
                
                
                0
                
                
                
                201,837Cash
      Flows from Financing Activities:Proceeds
      from advances payable
                
                
                -
                
                
                
                -
                
                
                
                89,500Repayments
      to advances payable
                
                
                (7,500
                )
                
                
                -
                
                
                
                (70,000
                )Proceeds
      from convertible debenture
                
                
                -
                
                
                
                -
                
                
                
                193,750Repayments
      to convertible debenture
                
                
                (148,750
                )
                
                
                (45,000
                )
                
                
                (193,750
                )Payment
      of debt by related party
                
                
                199,257
                
                
                
                45,000
                
                
                
                244,257Proceeds
      from common stock issuance
                
                
                -
                
                
                
                -
                
                
                
                400,000Advances
      from related parties
                
                
                -
                
                
                
                -
                
                
                
                159,500Repayments
      to related parties
                
                
                -
                
                
                
                -
                
                
                
                (50,000
                )Proceeds
      from related party notes payable
                
                
                -
                
                
                
                -
                
                
                
                154,067Net
      cash from (used in) Financing Activities
                
                
                43,007
                
                
                
                0
                
                
                
                927,324Net
      change in cash
                
                
                8,508
                
                
                
                -
                
                
                
                8,508Cash,
      beginning of period
                
                
                -
                
                
                
                -
                
                
                
                -Cash,
      end of year
                
                $
                8,508
                
                
                $
                -
                
                
                $
                8,508
  See
independent auditors’ report and notes to the financial
statements
     19
   TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Consolidated
Statements of Cash Flow, Continued
   Supplemental
disclosure of cash flow information:
  For the Years Ended June
30,2007
                
                
                2006Cash paid
      for:Interest
                
                $
                -
                
                
                $
                -Income
      taxes
                
                $
                -
                
                
                $
                -
 
 
 Supplemental schedule of
non-cash, investing and financing activities:
  During
the quarter ended June 30, 2007, the Company issued 1,850,000 common shares at
$0.005 for $9,250 of services.
  During
the quarter ended June 30, 2007, the Company exchanged 62,210,264 common shares
at prices between $0.005 and $0.05 per share for $316,091 of debt. Of this, two
related parties of the Company accounted for 62,098,264 shares at $0.005 per
share for $310,491 of debt.
    See
independent auditors’ report and notes to the financial
statements
   20
   TransWorld
Benefits International, Inc. and Subsidiary
 Consolidated
Statements of Stockholders’ Deficit
 For
the Period From the Date of Inception September 16, 1996,
 Through
June 30, 2007
 DeficitAccumulatedAdditional
                
                
                Sub-
                
                
                During
      theCommon Stock
                
                
                Paid-In
                
                
                scription
                
                
                DevelopmentShares
                
                
                Amount
                
                
                Capital
                
                
                Receivable
                
                
                Stage
                
                
                TotalBalance
      Sept 16, 1996
                
                
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0
                
                
                $
                0Issuance
      of common stock to founders on December 18, 1996 at $0.00124 per
      share
                
                
                4,339,286
                
                
                
                4,339
                
                
                
                1,061
                
                
                
                
                
                
                
                
                
                
                
                5,400Net
      loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (35,069
                )
                
                
                (35,069
                )Balance
      Dec 31, 1996
                
                
                4,339,286
                
                
                
                4,339
                
                
                
                1,061
                
                
                
                -
                
                
                
                (35,069
                )
                
                
                (29,669
                )Net
      loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (227,166
                )
                
                
                (227,166
                )Balance
      Dec 31, 1997
                
                
                4,339,286
                
                
                
                4,339
                
                
                
                1,061
                
                
                
                -
                
                
                
                (262,235
                )
                
                
                (256,835
                )Net
      loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (186,467
                )
                
                
                (186,467
                )Balance
      Dec 31, 1998
                
                
                4,339,286
                
                
                
                4,339
                
                
                
                1,061
                
                
                
                -
                
                
                
                (448,702
                )
                
                
                (443,302
                )Net
      loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (131,265
                )
                
                
                (131,265
                )Balance
      Dec 31, 1999
                
                
                4,339,286
                
                
                
                4,339
                
                
                
                1,061
                
                
                
                -
                
                
                
                (579,967
                )
                
                
                (574,567
                )Net
      loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (179,578
                )
                
                
                (179,578
                )Balance
      Dec 31, 2000
                
                
                4,339,286
                
                
                
                4,339
                
                
                
                1,061
                
                
                
                -
                
                
                
                (759,545
                )
                
                
                (754,145
                )Issuance
      of common stock on July 31, 2001 at $3.11 per share for note
      receivable
                
                
                64,286
                
                
                
                64
                
                
                
                199,936
                
                
                
                
                
                
                
                
                
                
                
                200,000Issuance
      of common stock on October 10, 2001 at $3.11 per share
                
                
                96,428
                
                
                
                97
                
                
                
                299,903
                
                
                
                
                
                
                
                
                
                
                
                300,000Net
      loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (846,831
                )
                
                
                (846,831
                )Balance
      Dec 31, 2001
                
                
                4,500,000
                
                
                
                4,500
                
                
                
                500,900
                
                
                
                -
                
                
                
                (1,606,376
                
                
                
                (1,100,976
                )Net
      loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (675,312
                )
                
                
                (675,312
                )Balance
      Dec 31, 2002
                
                
                4,500,000
                
                
                
                4,500
                
                
                
                500,900
                
                
                
                -
                
                
                
                (2,281,688
                )
                
                
                (1,776,288
                )Issuance
      of shares to TWLC in  recapitalization of
Company
                
                
                14,534,600
                
                
                
                14,535
                
                
                
                (163,482
                )
                
                
                
                
                
                
                
                
                
                
                (148,947
                )Issuance
      of common stock for services on June 28, 2003 at $0.132 per
      share
                
                
                340,909
                
                
                
                341
                
                
                
                44,659
                
                
                
                
                
                
                
                
                
                
                
                45,000Cash
      payment in quarter ended June 2003 for shares committed to be issued at
      $0.05 per share
                
                
                1,320,000
                
                
                
                1,320
                
                
                
                64,680
                
                
                
                
                
                
                
                
                
                
                
                66,000Issuance
      of common stock for subscription receivable in June 2003 at $0.10
      per  share
                
                
                197,000
                
                
                
                197
                
                
                
                19,803
                
                
                
                (20,000
                )
                
                
                
                
                
                
                0
 
 See
independent auditors’ report and notes to the financial
statements
   21
  TransWorld
Benefits International, Inc. and Subsidiary
 Consolidated
Statements of Stockholders’ Deficit, Continued
 For
the Period From the Date of Inception September 16, 1996,
   DeficitAccumulatedAdditional
                
                
                Sub-
                
                
                During
      theCommon Stock
                
                
                Paid-In
                
                
                scription
                
                
                DevelopmentShares
                
                
                Amount
                
                
                Capital
                
                
                Receivable
                
                
                Stage
                
                
                TotalRelative
      fair value of detachable warrant on convertible debenture
                
                
                
                
                
                
                
                
                85,150
                
                
                
                
                
                
                
                
                
                85,150Estimated
      value of beneficial conversion feature on convertible
    warrants
                
                
                
                
                
                
                
                
                78,600
                
                
                
                
                
                
                
                
                
                78,600Reclassification
      of warrants and stock purchase rights liabilities
                
                
                
                
                
                
                
                
                (165,000
                )
                
                
                
                
                
                
                
                
                (165,000
                )Net
      loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (1,220,082
                )
                
                
                (1,220,082
                )Balance
      June 30, 2003
                
                
                20,892,509
                
                
                
                20,893
                
                
                
                465,310
                
                
                
                (20,000
                )
                
                
                (3,501,770
                )
                
                
                (3,035,567
                )Subscription
      receivable exchanged for services
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                20,000
                
                
                
                
                
                
                
                20,000Issuance
      of common stock for services during the year ended June 30,
      2004  at prices between $0.045  and $0.175 per
      share
                
                
                4,629,076
                
                
                
                4,629
                
                
                
                352,209
                
                
                
                
                
                
                
                
                
                
                
                356,838Issuance
      of common stock for debt during the year ended June 30, 2004 at prices
      between $0.05 and $0.25 per share
                
                
                8,868,313
                
                
                
                8,868
                
                
                
                840,069
                
                
                
                
                
                
                
                
                
                
                
                848,937Issuance
      of common stock  Dec 2003 at $.05 per share
                
                
                680,000
                
                
                
                680
                
                
                
                33,320
                
                
                
                
                
                
                
                
                
                
                
                34,000Estimated
      value on beneficial conversion feature on warrants
                
                
                
                
                
                
                
                
                
                
                30,000
                
                
                
                
                
                
                
                
                
                
                
                30,000Net
      loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (225,124
                )
                
                
                (225,124
                )Balance
      June 30, 2004
                
                
                35,069,898
                
                
                
                35,070
                
                
                
                1,720,908
                
                
                
                0
                
                
                
                (3,726,894
                )
                
                
                (1,970,916
                )Net
      loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (410,168
                )
                
                
                (410,168
                )Balance
      June 30, 2005
                
                
                35,069,898
                
                
                
                35,070
                
                
                
                1,720,908
                
                
                
                0
                
                
                
                (4,137,062
                )
                
                
                (2,381,083
                )Payment
      of debt by related
                  party
                
                
                
                
                
                
                
                
                
                
                45,000
                
                
                
                
                
                
                
                
                
                
                
                45,000Net
      loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (287,526
                )
                
                
                (287,526
                )Balance
      June 30, 2006
                
                
                35,069,898
                
                
                
                35,070
                
                
                
                1,765,908
                
                
                
                0
                
                
                
                (4,424,588
                )
                
                
                (2,623,610
                )Payment
      of debt by related
                  party
                
                
                
                
                
                
                
                
                
                
                199,258
                
                
                
                
                
                
                
                
                
                
                
                199,258Issuance
      of common stock  for services in May 2007 at $.005 per
      share
                
                
                1,850,000
                
                
                
                1,850
                
                
                
                7,400
                
                
                
                
                
                
                
                
                
                
                
                9,250Issuance
      of common stock for debt in May 2007 at prices between $0.005 and $0.05
      per share
                
                
                62,210,264
                
                
                
                62,210
                
                
                
                253,881
                
                
                
                
                
                
                
                
                
                
                
                316,091Net
      loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (490,169
                )
                
                
                (490,169
                )Balance
      June 30, 2007
                
                
                99,130,162
                
                
                $
                99,130
                
                
                $
                2,226,447
                
                
                $
                0
                
                
                $
                (4,914,757
                )
                
                $
                (2,589,180
                )
 See
independent auditors’ report and notes to the financial
statements
   22
  TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Statements
 For
the Years Ended June 30, 2007 and 2006 and Cumulative
 Amounts
from Inception September 16, 1996 through June 30, 2007
   NOTE 1 -
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Organization and
Background
 
 Pursuant
to a Share Purchase Agreement dated October 4, 2002 by and among Thinka
Weight-Loss Corporation (the “Company”), TransWorld Benefits, Inc.
(“TransWorld”), and certain shareholders of TransWorld, the Company acquired
5,600,000 shares of the common stock of TransWorld, which represented 100% of
the issued and outstanding capital stock of TransWorld, in exchange for
4,500,000 newly issued shares of its common stock and 5,721,435 of outstanding
common stock shares (the “Reverse Acquisition”).  The parties to the
Reverse Acquisition originally contemplated that the shareholders of TransWorld
would receive an aggregate of 10,221,435 shares of the Company’s common stock at
the closing of the Reverse Acquisition, which together would have represented
53.7% of the Company’s total outstanding capital stock.  However, due
to a disputed claim made by a shareholder of the Company, the 5,721,435 shares
of the Company’s common stock were not transferred to the TransWorld shareholder
until June 2004.
 
 As a
result of the Reverse Acquisition, TransWorld became a wholly owned subsidiary
of the Company effective on January 30, 2003, and two shareholders of TransWorld
were elected to two of the three seats on the Company’s Board of
Directors.  Through their acquisition of the shares of the Company’s
outstanding common stock as described herein, certain shareholders of TransWorld
now exercise control of the Company, which in turn controls TransWorld as a
wholly owned subsidiary.  As a result, the related transactions
together have been accounted for as a “reverse acquisition.”  Under
reverse acquisition accounting, TransWorld is considered the accounting acquirer
and the Company is considered the accounting acquiree.  The historical
financial statements of TransWorld have now become those of the
Company.
 
 The
Company was incorporated in 1996 in Nevada. The Company is a development stage
company formed to provide emergency travel services to the funeral, insurance,
travel, Internet, and credit card industries. The Company will generate revenue
through direct sales or licensing of the Company's proprietary products such as
the return of remains of the deceased by private executive aircraft. The Company
also intends to market and sell insured plans for the repatriation of remains
benefit, medical evacuation and necessary repatriation as well as accidental
death and dismemberment benefits. The Company expects to sell its products to
customers both domestically and internationally.
 
 Development Stage
Enterprise
 
 The
Company is a development stage company as defined in Statement of Financial
Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by Development
Stage Enterprises." The Company is devoting substantially all of its present
efforts to establish a new business, and its planned principal operations have
not yet commenced. The Company has not generated any revenues from operations
and has no assurance of any future revenues. All losses accumulated since
inception have been considered as part of the Company's development stage
activities. The Company will require substantial additional funding for
continuing research and development, obtaining regulatory approval and for the
commercialization of its products. There is no assurance that the Company will
be able to obtain sufficient additional funds when needed, or that such funds
will be obtainable on terms satisfactory to the Company.
 
 
 
 
 23
 
 TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Statements
 For
the Years Ended June 30, 2007 and 2006 and Cumulative
 Amounts
from Inception September 16, 1996 through June 30, 2007
  NOTE 1 -
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
CONTINUED
 
 Principles of
Consolidation
 
 The
accompanying consolidated financial statements include the accounts of Thinka
Weight-Loss Corporation and its wholly owned subsidiary. All significant
intercompany transactions and balances have been eliminated in
consolidation.
 
 Going
Concern
 
 The
accompanying consolidated financial statements have been prepared in conformity
with accounting principles generally accepted in the United States of America,
which contemplate continuation of the Company as a going concern. The Company
has never earned revenue and has incurred cumulative losses of approximately
$4,915,000 since inception thru June 30, 2007. In addition, the Company has a
cash balance of $ 0 and has a working capital deficit of approximately
$2,592,000 at June 30, 2007. Management recognizes that the Company must
generate additional resources for the eventual achievement of sustained
profitable operations. The Company's success is dependent upon numerous items,
including the successful development of effective marketing strategies to
customers in a competitive market, obtaining debt or equity financing, and
advances from stockholders.
  Management's
plans include obtaining additional capital through equity or debt financing.
However, no assurance can be given that additional capital will be available
when required or upon terms acceptable to the Company.
  These
factors, among others, raise substantial doubt about the Company's ability to
continue as a going concern. The accompanying consolidated financial statements
do not include any adjustments relating to the recoverability and classification
of the amount and classification of liabilities that might result from the
outcome of these uncertainties.
  Use of
Estimates
  The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the respective reporting period. Actual results could differ from those
estimates. Significant estimates made by management include, among others, the
valuation allowance on deferred tax assets.
 
 Fair Value of Financial
Instruments
 
 The
carrying values of the Company's financial instruments as of June 30, 2007,
including accounts payable and accrued expenses, and notes payable approximate
their respective fair values due to their short-term nature. The fair value of
accounts payable to related parties, advances from related parties and notes
payable to a related party are not determinable as the transactions are with
related parties.
 
 Property and
Equipment
 
 Property
and equipment is stated at cost. Depreciation is computed using the
straight-line method over the estimated useful lives of the related assets,
which range from three to five years. Repairs and maintenance are charged
to
   
 24
 TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Statements
 For
the Years Ended June 30, 2007 and 2006 and Cumulative
 Amounts
from Inception September 16, 1996 through June 30, 2007
   NOTE 1 -
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
CONTINUED
 
 expense
as incurred while significant improvements are capitalized. Upon retirement or
other disposition of property and equipment, the accounts are relieved of the
cost and the related accumulated depreciation, with any resulting gain or loss
included in the consolidated statements of operations.
 
 Accrued Liability Related to
Warrants and Purchase Rights
 
 The
Company accounts for freestanding derivative financial instruments potentially
settled in its own common stock under Emerging Issues Task Force "EITF") Issue
No. 00-19, "Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Company's Own Stock." As the Company potentially does
not have sufficient authorized shares available to settle its open stock-based
contracts, the initial fair value of the applicable contracts consisting
primarily of nonemployee stock warrants and rights to purchase common stock (see
Notes 4 and 5) have been classified as "accrued liability related to warrants
and stock purchase rights" on the accompanying consolidated balance sheets. They
are measured subsequently at fair value based on a Black-Scholes computation
with gains and losses included in the statement of operations. The exercise
periods for the warrants and stock purchase rights have ended as of June 30,
2006 and there is no further liability.
 
 Revenue
Recognition
 
 The
Company anticipates generating future sales revenue from sales of its products.
The Company will recognize revenue at the time the products are sold or services
are performed for customers.
 
 Research and
Development
 
 Research
and development costs are charged to operations as they are incurred. The
Company did not incur any research and development costs in the year ended June
30, 2007.
 
 Stock-Based
Compensation
 
 The
Company accounts for equity instruments issued to non-employees in accordance
with the provisions of Statement of Financial Accounting Standards ("SFAS") No.
123R, "Accounting for Stock-Based Compensation" and EITF Issue No. 96-18,
"Accounting for Equity Instruments that are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling Goods or Services." All transactions
in which goods or services are the consideration received for the issuance of
equity instruments are accounted for based on the fair value of the
consideration received or the fair value of the equity instrument issued,
whichever is more reliably measurable. The measurement date used to determine
the fair value of the equity instrument issued is the earlier of the date on
which the third-party performance is complete or the date on which it is
probable that performance will occur.
 
 The
Company has elected to account for purchase rights  granted to
employees under Accounting Principles Board Opinion 123R (SFAS
No.123R).
 
 Income
Taxes
 
 The
Company recognizes deferred tax liabilities and assets for the expected future
tax consequences of events that have been recognized in the Company's
consolidated financial statements or tax returns. Under this method,
deferred
 
 
 25
 TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Statements
 For
the Years Ended June 30, 2007 and 2006 and Cumulative
 Amounts
from Inception September 16, 1996 through June 30, 2007
   NOTE 1 -
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
CONTINUED
 
 tax
assets and liabilities are determined based on the difference between the
financial statement carrying amounts and tax bases of assets and liabilities at each
period end based on enacted tax laws and statutory tax rates applicable to the
periods in which the differences are expected to affect taxable income. A
valuation allowance is provided for significant deferred tax assets when it is
more likely than not those assets will not be recovered.
 
 Loss Per
Share
 
 Basic
loss per share is computed by dividing loss available to common stockholders by
the weighted-average number of common shares assumed to be outstanding during
the period of computation. Diluted loss per share is computed similar to basic
loss per share except that the denominator is increased to include the number of
additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were dilutive.
For the year ended June 30, 2007, there were no potentially dilutive securities
that affected loss per share.
 
 Comprehensive
Income
 
 Comprehensive
income is not presented in the Company's consolidated financial statements since
the Company did not have any items of comprehensive income.
 
 Segments of an Enterprise
and Related Information
 
 As the
Company operates in one segment, the Company has not made segment disclosures
in the accompanying consolidated financial statements.
  NOTE 2 -
ADVANCES PAYABLE
 
 The
Company has received non-interest bearing, due on demand unsecured
advances.
 
 The
following table presents the year end balances:
 
 June 30, 2007
                
                
                June 30, 2006Advances
      Payable
                
                $
                19,500
                
                
                $
                27,000
  NOTE 3 -
RELATED PARTY TRANSACTIONS
 
 Accounts Payable to Related
Parties
 
 In 1999
the Company entered into a due on demand convertible promissory note at 8% per
annum with the Company's majority stockholder. The initial amount was for $1,500
with additional amounts advanced thereafter in accordance with the terms of the
note. The principal and accrued interest were convertible at any time into
shares of the Company's common stock at a conversion price equal to the lesser
of $1.00 per share or such lower price as determined by the Board of Directors
of the Company. In October 2001, the stockholder agreed to relinquish its
conversion right and any accrued and unpaid interest (which was approximately
$42,000), and reclassify the outstanding principal balance to accounts payable
to related parties. The balance is approximately $455,000 at June 30, 2003 and
$560,000 from June 30, 2004 thru April 2007. In May 2007, the Company exchanged
56,052,764 common shares at $0.005 per share for $280,264 of debt and the
balance is approximately $280,000 at June 30, 2007.
 
 
 26
 TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Statements
 For
the Years Ended June 30, 2007 and 2006 and Cumulative
 Amounts
from Inception September 16, 1996 through June 30,
2007
  NOTE 3 -
RELATED PARTY TRANSACTIONS, CONTINUED
 
 Payments
for additional Company expenses and loans to the Company were made by our
majority stockholder from 2003 forward. Payments for Company expenses amounted
to general and administrative expenses of approximately $86,000 and $210,000 for
the years ended June 30, 2007 and 2006, respectively.
 
 The
following table presents the total year end balances:
 
 June 30, 2007
                
                
                June 30, 2006Accounts
      payable to related parties
                
                $
                1,654,021
                
                
                $
                1,418,986
  Notes Payable and Accrued
Interest on Notes Payable to a Related Party
 
 In 1996
and 1997, the Company entered into due on demand unsecured promissory notes at
10% per annum simple interest with its majority shareholder. The Company amended
the interest calculation to annual compounding commencing July 1, 2003. The
Company paid no interest in the years ended June 30, 2006 thru June 30,
2007.
 
 The
following table presents the year end balances:
  June 30, 2007
                
                
                June 30, 2006Notes
      payable to related party
                
                $
                154,067
                
                
                $
                154,067Accrued
      interest payable
                
                $
                131,976
                
                
                $
                111,470
  Advances from Related
Parties
  The
following table presents the year end balances:
 
 June 30, 2007
                
                
                June 30, 2006Advances
      from related parties
                
                $
                109,500
                
                
                $
                109,500
  NOTE 4 -
CONVERTIBLE DEBENTURE
 
 On
January 29, 2003 (as amended on August 14, 2003) the Company entered into a
Securities Purchase Agreement (the "Agreement") with La Jolla Cove investors,
Inc. ("La Jolla"), pursuant to which the Company issued an 8% convertible
debenture in the amount of $300,000 (the "Convertible Debenture"). The
Convertible Debenture was due on January 29, 2005. The Company received $163,750
and $30,000 of the principal amount of the Convertible Debenture in January 2003
and January 2004, respectively.  In connection with the Agreement, the
Company  issued La Jolla a warrant for the purchase of 1,500,000
shares of common stock at $1.00 per share, which expired unexercised on January
29, 2006.  Provided the Company was to obtain additional financing
from a third party of at least $1,000,000 by July 29, 2003, the Company had the
right to reject La Jolla's request to exercise all or any portion of the
warrant. This did not occur; thus, the warrant terms were in full force and
effect.  Pursuant to the terms of the Agreement, La Jolla shall
simultaneously  with  the  conversion of
the
 
  27
 TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Statements
 For
the Years Ended June 30, 2007 and 2006 and Cumulative
 Amounts
from Inception September 16, 1996 through June 30, 2007
  NOTE 4 -
CONVERTIBLE DEBENTURE, CONTINUED
 
 Convertible
Debenture at any time, exercise the warrant at the rate of at least 5 times the
dollar amount of the debenture being converted.
 
 The terms
of the Agreement permit La Jolla to convert the Convertible Debenture into
common shares of the Company at any time during the term of the Agreement. The
number of shares issued upon conversion of the debenture is equal to the
following: the dollar amount of the debenture being converted (a maximum of
$300,000), multiplied by 6, minus the product of the Conversion Price (which is
the lesser of $0.20 or 80% of the lowest market rate over the previous 20
trading days, less 3% for every month or partial month following June 8, 2003,
until the registration statement is declared effective) multiplied by 5 times
the amount of the debenture being converted, and the entire result shall be
divided by the Conversion Price.  In connection with the Agreement,
the Company is required to register the sale of the underlying common stock to
be issued upon conversion of the Convertible Debenture.  Upon the
effective date of the registration statement, the Company will receive the
balance of the Convertible Debenture.  Thirty days following the
effective date of the registration statement, the Company has the right
to  cause La Jolla to convert up to 10% of the Convertible Debenture
and exercise up to $150,000 of the warrant per month.  As of September
11, 2003, the registration statement was cancelled.
 
 As  the  Convertible  Debenture  allows  La  Jolla  to  convert  the
outstanding principal amount into shares of the Company's common stock at a
price below fair value at the time of conversion, the Company has recorded a
beneficial conversion feature in the amount of $108,600.  This amount
computed pursuant to the Black Scholes pricing model under Statement of
Financial Accounting Standard ("SFAS") No. 123R, has been recorded as a debt
discount and is being amortized as interest expense over the life of the
Convertible Debenture. The debt discount related to the warrants issued to La
Jolla of $85,150 was recorded based on the relative fair value of the debt and
warrants computed pursuant to the Black Scholes pricing model under Statement of
Financial Accounting Standard ("SFAS") No. 123R, as a debt discount and will be
amortized as interest expense over the remaining life of the Convertible
Debenture. The debt discounts are fully amortized as of March 2006.
 
 A Put and
Call Agreement related to the Convertible Debenture was entered into between
three related parties of the Company and La Jolla. The agreement obligated La
Jolla to sell shares of stock during a ‘call period’ and obligated the related
parties to purchase shares of stock during a ‘put period’.  The shares
of Stock could be either the shares that would be obtained by La Jolla through
the conversion or could be the shares obtained through the actual exercise of
the warrant if the conversion occurred. Pursuant to La Jolla’s rights in the Put
& Call agreement, La Jolla elected to exercise its Put right and obligated
the related parties to purchase the number of shares of stock that would have
been obtained thru conversion. The related parties did not fulfill their
obligations and La Jolla filed suit in March 2005.  La Jolla received
a judgment for approximately $268,000 in October, 2005.  One related
party paid  $68,000 in  2006 and 2007.  This
related party has relinquished any rights he may have for recourse to the
Company. Another related party paid approximately $200,000 in September
2006.  This related party has filed a law suit to recover this payment
but the ultimate outcome is not determinable at this time. (See Note
10 - Litigation)
 
 NOTE 5 -
STOCKHOLDERS' EQUITY
 
 Preferred  Stock
 
 On
September 30, 2003, the Company's stockholders authorized the amending of the
Articles of Incorporation to allow for the issuance of up to 5,000,000 shares of
$0.001 par value preferred stock.  Shares of preferred stock may be
issued in one or more classes or series at such time the Board of Directors
determine.  As of
 
 June 30,
2007, there were no shares of preferred stock issued and outstanding and no
classes or series have been designated by the Board of Directors.
 
 Common  Stock
 
 The
Company has one class of common stock, par value $0.001 per share. Each share is
entitled to one vote on all matters submitted to stockholders. As of June 30,
2007, 100,000,000 common shares are authorized and  99,130,162shares
are issued and outstanding.
 
 The
following is a description of the issuances of common stock and other common
stock information since inception.
    28
 TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Statements
 For
the Years Ended June 30, 2007 and 2006 and Cumulative
 Amounts
from Inception September 16, 1996 through June 30, 2007
   During
the year ended December 31, 2001, the Company issued 64,286 shares of restricted
common stock to a related party at $3.11 per share (which represents
management's estimated fair market value of its common stock on the date of
issuance, as approved by the Board of Directors), for which the Company received
a promissory note in the principal amount of $200,000 (see Note 3).
 
 During
the year ended December 31, 2001, the Company sold 96,428 shares of common stock
at $3.11 per share to related parties for $300,000 in cash.
 
 On
January 30, 2003, pursuant to the terms of the Purchase Agreement, all of the
outstanding common stock of Transworld of 5,600,000 shares was sold to TWLO in
exchange for 10,221,435 shares of TWLO common stock. As Transworld is considered
the surviving entity in this transaction (see  Note 1),  the
reduction in outstanding shares from 5,600,000 to 4,500,000 has been considered
a reverse stock split and all historic references to shares and price per share
prior to January 30, 2003 have been retroactively adjusted for this split
ratio.
 
 On
January 30, 2003, the Company's stockholders approved an increase in the number
of authorized common shares to 100,000,000.
 
 On
January 30, 2003, pursuant to the terms of the Purchase Agreement, the
14,534,600 shares of previously outstanding common stock of TWLC were accounted
for as an issuance of shares in a recapitalization of the Company as part of
the
 transaction
(see Note 1).  In connection with the transaction, the Company also
assumed $148,947 of TWLC liabilities.
 
 On April
29, 2003, the Company entered into a Subscription Agreement with a third party
investor, pursuant to which the investor agreed to purchase 1,000,000 shares of
the Company's common stock at $0.10 per share for $100,000.  If during
the 90 days following the closing date, the price of the Company's common stock
falls below the purchase price of $0.10, the purchase price should be adjusted
to equal the lowest trading price, but not less than $0.01 per share, and the
Company should issue to the investor the additional shares.  During
the six months ended June 30, 2003, the Company received cash of $66,000 for
1,320,000 shares ($0.05 per share) committed to be issued by the Company to this
investor.  The Company received the balance of $34,000 and the Company
issued a total of 2,000,000 shares (as adjusted) of its common stock under this
Subscription Agreement.
 
 On June
28, 2003, the Company entered into an Engagement Agreement with a third party
for consulting services to be provided over a period of six months with the
following compensation terms to the third party for the services
provided:
 
 i)
                an
      initial non-refundable retainer fee in an amount equal to $10,000 payable
      in cash or in registered common stock upon acceptance of the Engagement
      Agreement;ii)
                a
      monthly retainer thereafter in an amount equal to $10,000 payable in cash
      or in registered common stock for the term of the Engagement
      Agreement;iii)
                250,000
      unrestricted shares of the Company's common stock upon acceptance of the
      Engagement Agreement;iv)
                a
      warrant to purchase 250,000 shares of the Company's common stock upon
      acceptance of the Engagement Agreement, exercisable for five years at an
      exercise price equal to 110% of the Company's closing price on the date of
      the Engagement Agreement; andv)
                a
      right to purchase up to $300,000 of the Company's unrestricted common
      stock at a price equal to a 30% discount to the closing bid price of the
      Company's common stock as of the date of
  exercise.
 
   29
  TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Statements
 For
the Years Ended June 30, 2007 and 2006 and Cumulative
 Amounts
from Inception September 16, 1996 through June 30,
2007
  Pursuant
to the terms of the Engagement Agreement, the Company issued a total of 340,909
shares of its common stock, valued at $45,000 ($0.13 per share, which was the
fair market value of the common stock on the date the shares were earned),
related to the initial non-refundable retainer fee and the 250,000 shares
upon  finalization  of  the Engagement Agreement.
The Company issued 197,000 registered common shares in June 2003 at $.10 per
share to the third party for a $20,000 subscription receivable pursuant to the
right to purchase up to $300,000 of the Company's common stock at a 30%
discount. During the three months ended September 30, 2003, the Company issued
an additional 194,094 registered common shares for $8,000 at an average price of
$0.07 per share pursuant to the same 30% discount provision.  The
monthly retainers in August and September 2003 totaling $20,000 were paid with
288,115 registered common shares at an average price of $0.08 per
share.
 
 On July
17, 2003, the Company adopted a stock incentive plan (“the 2003 Plan”) that
authorized the issuance of 6,000,000 shares of the Company's registered common
stock. Options will vest at the discretion of the Board of Directors as
determined at the grant date and the 2003 Plan terminates on July 1,
2013.
 
 During
the year ended June 30, 2004, the Company issued 4,629,076 common shares at
prices between $0.045 and $0.175 for services valued at $356,838.
 
 During
the year ended June 30, 2004 the Company exchanged 8,868,313 common shares at
prices between $0.05 and $0.25 per share for debt valued at $848,937. Of this,
the Company’s majority shareholder accounted for 4,835,177 shares at $0.055 per
share valued at $265,935.
 
 During
the quarter ended June 30, 2007, the Company issued 1,850,000 common shares at
$0.005 for services valued at $9,250.
 
 During
the quarter ended June 30, 2007, the Company exchanged 62,210,264 common shares
at prices between $0.005 and $0.05 per share for $316,091 of debt. Of this, two
related parties of the Company accounted for 62,098,264 shares at $0.005 per
share for $310,491 of debt.
 
 NOTE 6 –
OFFICE LEASES
 
 In year
ended June 2006, the Company leased an office facility from a related party on a
month to month basis. In April 2007 the Company signed an operating sublease for
six months at $4,700 per month in Newport Beach CA which was extended for six
more months thru March 2008. The Company leases part of this facility to a
related party. The total rent expense to the Company for the years ended June
2006 and 2007 was $15,671 and $7,000, respectively.
 
 NOTE 7 -
INCOME TAXES
 
 As the
Company incurred net operating losses through June 30, 2007, the Company has not
recorded any provision for income taxes for the periods presented. At June 30,
2007, the Company had approximately $4,915,000 and $2,533,000, respectively, of
Federal and State of California net operating loss carry forwards for tax
reporting purposes available to offset future taxable income which expire
through 2027 and 2017, respectively. Under the Tax Reform Act of 1986, the
amounts of and benefits from net operating losses carried forward may be
impaired or limited in certain circumstances. At June 30, 2007, the effect of
such limitation, if applicable, has not been determined.
 
 Deferred
tax assets derive from the tax effect of net operating loss carry forwards. The
Company has provided a full valuation allowance on the deferred tax assets
because of the uncertainty of future taxable income. For the years ended June
2007 and 2006, the valuation allowance increased approximately $210,000 and
$123,000, respectively.
 
 
 30
 TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Statements
 For
the Years Ended June 30, 2007 and 2006 and Cumulative
 Amounts
from Inception September 16, 1996 through June 30, 2007
 The
following table presents the cumulative deferred tax assets at June 30,
2007:
  Net
      operating loss carry forwards deferred tax benefit
                  
                  $
                  1,966,000Less
      valuation allowance
                  
                  
                  (1,966,000
                  )Provision
      for income taxes, deferred tax assets
                  
                  $
                  0
  The
following table is a reconciliation of income tax benefits calculated at the
federal statutory rate (34%) and the State of California rate (9%) to the
provision  for income taxes:
 
 Years
      Ended June 30,2007
                
                
                2006Federal
      tax benefit
                
                $
                (167,000
                )
                
                $
                (98,000
                )State
      tax benefit
                
                
                (43,000
                )
                
                
                (25,000
                )Increase
      in valuation allowance
                
                210,000
                
                
                123,000Provision
      for income taxes
                
                $
                0
                
                
                $
                0
  NOTE 8 -
BASIC AND DILUTED LOSS PER COMMON SHARE
 
 The
following table provides the components of the calculation of the basic and
diluted loss per common share at each year end:
 
 Years
      Ended June 302007
                
                
                2006Numerator
      – net (loss)
                
                $
                (490,169
                )
                
                $
                (287,526
                )Denominator
      - weighted average shares basic and diluted
                
                
                44,020,784
                
                
                
                35,069,898(Loss)
      per common share
                
                $
                (0.011
                )
                
                $
                (0.008
                )
 
 NOTE 9 -
LITIGATION
 
 The
Company may become involved in various legal proceedings and claims which arise
in the ordinary course of its business.  Management does not believe
that these matters will have a material adverse effect on the Company’s
financial position or results of operations.
 
 On
December 23, 2002, an individual filed a lawsuit in Superior Court for the
County of Orange, State of California, against TransWorld Benefits, Inc.
("TWBI") and others. Plaintiff alleged that he lent $35,000 to the Company and
was not repaid. On October 6, 2003, the Company filed a cross-complaint against
the plaintiff for breach of contract and fraud alleging that plaintiff had
breached an obligation to pay the Company $500,000 pursuant to a Stock Purchase
Agreement between plaintiff and the Company.  In November 2003 the
company entered into a settlement agreement with plaintiff which included a full
release and a judgment for $58,000 against TWBI. The judgment was vacated and
the suit was dismissed with prejudice on January 4, 2006.
 
 On or
about February 25, 2004, a firm who leased office space to the Company filed an
unlawful detainer lawsuit in the Superior Court of California, County of Orange,
against TWBI.  On or about July 14, 2004, the lessor obtained a
judgment against the TWBI for $102,580 for lease damages.
 
 On or
about July 23, 2007, an individual hired to perform accounting and other
services for the Company on a contract basis filed a claim for unpaid wages in
front of the labor board. Said individual obtained an award against TWBI from
the Labor Commissioner for the State of California in the amount of $233,486 the
(“Award”).  On August 7, 2007, TWBI timely filed an appeal of the
award with the Superior Court of California, County of Orange, entitling TWBI to
a trial de novo of the issues adjudicated in the award (the “Appeal”). On
December 10, 2007 the Court issued a ruling determining that the individual was
not an employee during the period in question and is not entitled to any wages
from the Company and granted judgment in favor of the Company.
   31
 TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Statements
 For
the Years Ended June 30, 2007 and 2006 and Cumulative
 Amounts
from Inception September 16, 1996 through June 30, 2007
  
 On June
4, 2007, TWBI filed a lawsuit against the individual referenced above, who made
an unsuccessful claim for wages against the company, in the Superior Court of
California, County of Orange, seeking damages in excess of $1 million from the
individual. The lawsuit alleges claims for Breach of Fiduciary Duty, Negligence,
Fraud, Conversion and Declaratory Relief.  Defendant has defaulted in
the lawsuit, and the Court has entered judgment on behalf of TWBI for
$5,000,000. The collection of this judgment is unlikely.
 
 On May
26, 2007, a former executive of the Company filed suit against the Company,
alleging that he is owed compensation, benefits, common stock in the
Company , plus indemnification for amounts he paid to a third party
financier pursuant to execution of a judgment.  The plaintiff's operative
complaint asserts alleged causes of action for fraud, breach of contract, breach
of fiduciary duty, indemnity, accounting, and unfair competition.  The case
is still in the pleading stage, and the Company has filed a Demurrer and Motion
to Strike regarding the First Amended Complaint.   There has
been only limited discovery to date.  Trial is set for June 9,
2008.   The Company intends to vigorously defend this lawsuit and is
evaluating possible cross claims it may have.  The outcome at this
time is unknown.
 
 NOTE 10 -
SUBSEQUENT EVENTS
 
 Sale of Subsidiary
TransWorld Benefits, Inc.
 
 The
majority stockholder of the Company acquired the Company’s subsidiary TransWorld
Benefits, Inc. (TWBI) on July 1, 2007. (See Exhibit 10.33) This divesture was
required by potential investors and partners because of excessive debt and
litigation in TWBI. TWBI had approximately $21,000 in assets and $2,610,000 in
liabilities on July 1, 2007. As consideration for the purchase, the Company
received $10,000 cash and assumed $490,000 worth of liabilities of TWBI.
Immediately prior to the sale, the Company contributed $1,812,617 of
inter-company debt to the capital of TWBI which originated from Company
issuances of stock for debt or services of TWBI.
 
 A Form
14C was filed on July 17, 2007. The Securities and Exchange Commission commented
that the 14C would not be approved until the company became current with its
filings.
 
 Company Name
Change
 
 On July
10, 2007, the Company held an Advisory Committee meeting.  At that
meeting, the Company announced a name change to 7G Inc.  We have the
domain name registration of 7Ginc.com.
 
 Graham Companies Assets
Acquisition
 
 On March
1, 2008, the Company acquired certain assets and liabilities of Stuart Graham.
(See Exhibit 10.34) Graham will receive 67,000,000 shares of the Company’s
common stock and $400,000. As a further condition, the major stockholder of the
Company, was required to buy the subsidiary of the Company, TransWorld Benefits,
Inc. which is burdened with debt and litigation.
 
 As with
all of our pending or completed acquisitions, proprietary aspects of the
Company’s business methods and related proprietary technologies are covered by
pending patents and trademarks in appropriate jurisdictions. The following are
programs acquired by the Company from the Graham Group including proprietary
patents:
 
 1.
                THANKS
      Gift Certificates
 2.
                Local
      Loyalty Programs and Coalition Loyalty Card Powered by
      Source,Inc.
 3.
                CheckMate
      Rewards
 4.
                Consulting
      Services
 5.
                Anchor
      Store Program
 6.
                Payroll
      Debit Card
 7.
                Restaurant
      Search Engine
 
  32
  TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Statements
 For
the Years Ended June 30, 2007 and 2006 and Cumulative
 Amounts
from Inception September 16, 1996 through June 30,
2007
  The
following is a summary of each program
 
 THANKS Gift Certificates are
used as both a reward and an incentive by major media partners, employers and
associations. THANKS Gift Certificates are a discounted
online gift certificates that promote local merchants, primarily restaurants.
The sponsoring organization initiates the program promoting it to their members
or customers through a variety of methods. THANKS Gift Certificates are the
vehicle used to quickly acquire merchants in a city and prepare the way for all
the Company’s loyalty programs.
 
 The Local Loyalty Program is a
new program that will follow once a geographic market is opened by the Company
with our THANKS Gift Certificates program. Most  local merchants
cannot afford an electronic loyalty program because of the prohibitive cost of
entry.
 
 The Local
Loyalty program offers a merchant the opportunity to capture their loyal
customers’ data, create a data base, and reward them with a variety of offers
(that are predetermined) while tracking the effectiveness of each offer. The
merchant can go online at anytime and see what offers have been redeemed by
which customers, how much was spent by customers and when it was
spent.
 
 The Local
Loyalty program will be presented in a checkbook format, using barcodes so each
check can be recorded and tracked. This offers the merchant a loyalty-reward
program at a very inexpensive price, while still being profitable to the
Company. At the same time, the program develops an extremely valuable database
of loyal customers for the Company with excellent personal and spending
data.
 
 CheckMate Rewards. Unlike
coupon books, people tend to hold on to checkbooks and view them as a form of
payment and not a discount vehicle. CheckMate Rewards is a unique concept that
allows merchants to market their product or service in a unique format to large
corporations both locally and nationally. With the local merchant base that the
Company will secure, it is a natural fit for CheckMate to create a local
checkbook that can be sold as a premium to auto dealers, banks, credit unions,
etc. that will use CheckMate to reward loyal customers or incentives for
specific buying behavior. CheckMate can also be used by nonprofit groups to sell
as a fundraiser or as a premium for donating a specified amount.
 
 Anchor Store
Program.  The company’s unique gift certificate program will
revolutionize current grocery loyalty programs.  We call this model
our Anchor Store model because we always have an anchor store or company
involved like a grocery store. We will roll out this program in a test market in
2008.
 
 Payroll Debit
Card.  Retail merchants, multi-level companies, and many other
organizations that have large numbers of employees can benefit by this payroll
card. It is especially useful for companies whose employees do not have a
traditional direct demand checking account. The prepaid debit card; used as a
payroll card, can help "unbanked" workers save money, add convenience and
security.  It also allows employees to add health benefits offered
through the card even if not otherwise offered by their employers. As the
Company builds relationships with merchants and restaurants, opportunities will
emerge to market prepaid debit cards. The Company has existing connections with
large organizations and associations that are perfect candidates for our payroll
card.
 
 Restaurant Search Engine has a
filed a patent and is a very unique site. Unlike other restaurant sites that
will only allow you to search by cuisine or area, Restaurant Search Engine will
also allow you to utilize over 100 other search filtering criteria. For example,
you might say I feel like shrimp. The site will present all the restaurants in
your area that offer shrimp, detailing prices and including reviews inputed by
diners of the restaurants. You can narrow your search by requesting an ocean
view, piano bar, or dozens of other criteria and you will be presented with
restaurants meeting your criteria . We currently have over 470,000 restaurants
on the site and we are in the process of fully populating those restaurant
profiles.
  The Flowers Group Letter or
Intent
 
 In July
2007, the Company signed a letter of intent to purchase the assets and
liabilities of The Flowers Group including Jeff Flowers Advertising, Inc.,
Wild
   33
  TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Statements
 For
the Years Ended June 30, 2007 and 2006 and Cumulative
 Amounts
from Inception September 16, 1996 through June 30, 2007
  NOTE 10 -
SUBSEQUENT EVENTS, CONTINUED
 
 At Work,
At Work Advantage and any assets covered by his Employment Agreement. The
purchase price is $2,000,000 plus 15,000,000 shares of the Company’s common
stock.
 
 The
following is a summary of the acquisition.
 
 Jeff Flowers Advertising,
Inc., formed in 1986, is a full-service marketing communications firm
that specializes in hospitality, travel, employee incentives and entertainment
promotion. The agency has developed innovative marketing programs for such
clients as Anheuser-Busch, Kodak, Hyatt, The San Diego Chargers, Sea World, The
San Diego Zoo, and many other leading organizations.
 
 Wild at Work is one of the
largest networks of employee groups and one of the most powerful employee
marketing programs available. Employee group marketing is growing at an
extraordinary rate and is now being utilized by a wide variety of industries
including travel, entertainment, shopping and dining. Wild at Work utilizes
cutting edge marketing technology and over 21 years of experience in marketing
to consumers through their employers.
 
 With Wild
at Work, the Company will be able to reach millions of gainfully employed
consumers and through their companies, credit unions, and
associations.
 
 ChatStat Letter of
Intent
 
 On
October 10, 2007, we completed a letter of intent to purchase all of the assets
of ChatStat Technologies, Inc. (“ChatStat”).
 
 ChatStat
specializes in customer engagement software coupled with instant message
aggregation, web analytics and patented graph display software. Unlike their
competitors who offer a choice of several bundled packages only, ChatStat offers
an a la carte approach where the customer can choose the features that they
want. ChatStat also offers a language translator that only they currently offer
as well as the ability to analyze personnel performance as well as web analytics
which is another unique feature.
 
 Loans and Marketing
Agreement
 
 On
December 19, 2007, the Company borrowed $250,000 and executed a Subordinated
Secured Convertible Promissory Note with the company. (See exhibit 10.31) As
part of the transaction, the Company entered into a marketing agreement with a
firm related to the lender, Card Flex, a virtual bank pay card. The Company will
receive $1,250,000 of additional borrowings at $4.50 per card, by selling the
Card Flex program to individuals. The company will also receive income of
approximately $2 per month per card. All borrowings are guaranteed by the
Company’s majority shareholder. The note bears interest at 8% per annum, due
quarterly, and matures December 22, 2010. However, the note becomes due April
20, 2008 if the Company fails to sell 100,000 Flex Cards by that date. The note
balance is convertible into the Company’s common stock at $0.25 per share at any
time prior to the maturity date. The company also received warrants for 500,000
shares of common stock at $0.25 per share exercisable thru April 20, 2010. The
Company has not sold the required 100,000 Flex cards as of April 20, 2008 and is
in the process of obtaining a 90 day extension.
 
 On
February 15, 2008, the Company borrowed and executed a Subordinated Secured
Promissory Note for $200,000 from an individual. (See exhibit 10.32) The note
bears interest at 10% per annum, payable quarterly, and matures August 1, 2008.
As inducement to make the loan, the individual received 500,000 shares of the
Company’s common stock.




34




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





None





ITEM 8A.
CONTROLS AND PROCEDURES





We have
no formal controls and procedures. Our principal executive and financial
officers are involved in all day to day management and operation of our
business, and our Chief Executive Officer is responsible for making all public
disclosures of material, non-public information. Each of the principal executive
officer and principal financial officer reviews all information in the periodic
reports filed with the Securities and Exchange Commission and works with
company's corporate counsel regarding the content of public disclosure of material,
non-public information through press releases and the filing of Form 8-Ks with
the Securities and Exchange Commission. We obtain the advice of our outside
legal counsel when discussing potential, material transactions such as potential
sales and capital investment. On the first Tuesday of each quarter, our
Principal Financial Officer and our Senior Vice President review our controls
and procedures to evaluate their effectiveness. Because we do not have revenue
from operations and our company is relatively small, we believe that our
informal controls and procedures are effective as of the end of the fiscal period
ended June 30, 2006.





ITEM
8B:  OTHER INFORMATION





NONE





PART
III




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





The
following table sets forth the full name, present principal occupation or employment,
employment history and certain other information concerning
our officers and directors:




NAME
              AGE
              DATES
              POSITIONSCharles C.
      Seven
              64
              10/02 -
      present
              Chairman, Director,
      Chief Executive Officer, Chief Financial
Officer


Mr.
Charles Seven will serve as a Director and the Chairman of the Board until the
next annual meeting of stockholders. He will also serve as the Chief Executive
Officer, President, Chief Financial Officer and Secretary and thereafter for
successive one-year renewal terms unless terminated by either Mr. Seven or our
Board of Directors.





Mr. Seven
has been the Chief Executive Officer of TransWorld Benefits, Inc. since
October 2002. Prior to that, he was a consultant to Skyway Homes, Inc. from 1996
through October 2002.





Mr. Seven
was the founder of Sevcor International, Inc., and served as its Vice President
of Marketing and Sales from 1994-1996. Sevcor provided emergency travel
insurance products for repatriation and worldwide assistance.







35







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





Mr. Seven
served as the VP Marketing for Uco Air, Inc., from 1993 through 1994. Uco Air
was a domestic and international air charter operations specializing
in


medical
evacuation airfreight.





Mr. Seven
served as the President and Chief Executive Officer of Venture Pacific Corp.
from 1990 through 1992. Venture Pacific provided air charter
operations


between
U.S. and Vietnam, and purchase and disposal of Pan-American liquor and catering
inventories.





Mr. Seven
served as the president and Chief Executive Officer of Tallmantz Aviation,
Inc. from 1985 through 1990. Tallmantz Aviation provided fixed base operations
with established air charter, fuel, helicopter maintenance and parts, fixed
wing maintenance and real estate operations.





Mr. Seven
attended the University of Oregon in 1962-1966.





We do not
have an audit committee or an audit committee financial expert serving on our
Board of Directors.  We have not been able to locate a person
qualified to act as a financial expert who is willing to serve on our Board of
Directors. Our Board
of Directors is serving in that capacity.





The
following table sets for the persons who failed to timely file reports required
by Section 16(a) of the Securities and Exchange Act of 1934 and includes a
description of the number and types of forms that such person failed to timely
file.




Name
              Form
      Type
              Number of
      times failed to fileCharles
      Seven
              Schedule
      13D
              1Form
      4
              4


We have
not adopted a code of ethics. We have not adopted a code of ethics because
we have not had the time and money needed to develop a formal code of ethics,
and given the size of our company’s workforce, we did not believe this was an
immediate priority. Our Chief Executive Officer supervises all employees closely
and is responsible for making sure all employees act ethically.




ITEM
10.  EXECUTIVE COMPENSATION





The  following
table sets forth in summary form the compensation earned by our Chief Executive
Officer (CEO) during the fiscal years ended June 30, 2004 thru 2006. The Company
has no executive employees other than the CEO.




Years
      Ended
            Salary
            Bonus
            Other
      CompensationCharles
      Seven,
            June 2006
            $ 150,000
            -
            -CEO &
      President
            June
      2007
            $
      212,500
            -
            -




The board
of directors approved Mr. Seven’s annual salary of $212,500 as of January 1,
2007. He also receives a car allowance of $700 per month.







36




ITEM
11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTAND
RELATED STOCKHOLDER MATTERS





The
following table sets forth certain information regarding the beneficial ownership
of our common stock as of January 28, 2008 by each person or entity known by us
to be the beneficial owner of more than 5% of the outstanding shares of common
stock, each of our directors and named executive officers, and all of our
directors and executive officers as a group.





NAME AND
      ADDRESS
                OF
      BENEFICIAL OWNER
              AMOUNT AND
      NATURE
                OF BENEFICIAL
      OWNERSHIP
              PERCENT
                OF
    CLASSCharles
      C. Seven (1)

                4675
      MacArthur Court, Suite 550
                Newport
      Beach, CA 92660
              68,934,332
              69.5%Ryan
      Seven

                4675
      MacArthur Court, Suite 550
                Newport
      Beach, CA 92660
              8,740,343
              8.8%All Officers and
      Directors as a Group
              68,934,332
              69.5%


Footnotes
to Table





1.
Charles C. Seven controls the voting of 4,467,000 shares of Common Stock currently
held by Flax-Flex Fabricators, Ltd. and 56,052,764 shares of the Common Stock
currently held by The Senna Corporation.





Beneficial
ownership is determined in accordance with the rules of the Securities
and Exchange Commission and generally includes voting or investment power
with respect to securities. In accordance with Securities and Exchange Commission
rules, shares of our common stock which may be acquired upon exercise of stock
options or warrants which are currently exercisable or which become exercisable
within 60 days of the date of the table are deemed beneficially owned by
the optionees. Subject to community property laws, where applicable, the
persons or entities named in the table above have sole voting and investment power
with respect to all shares of our common stock indicated as beneficially owned by
them, unless otherwise noted.





Our
directors, officers and principals, greater than 5% security holders, taken as a
group, together with their affiliates, beneficially own, in the aggregate, approximately
78.4 of our outstanding shares of common stock. Certain principal
security holders are our directors or executive officers. Such concentrated
control of the company may adversely affect the price of our common stock.
These security holders may also be able to exert significant influence, or even
control, matters requiring approval by our security holders, including the
election of directors. In addition, certain provisions of California law could
have the effect of making it more difficult or more expensive for a third party
to acquire, or of discouraging a third party from attempting to acquire, or take
control of us.




Changes
in Control.





Our
management is not aware of any arrangements which may result in "changes in
control" as that term is defined by the provisions of Item 403(c) of Regulation
S-B.






37




ITEM
12.  CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS





Conflicts
Related to Other Business Activities.





The
persons serving as our officers and directors have existing responsibilities
and, in the future, may have additional responsibilities, to provide management
and services to other entities in addition to us. As a result, conflicts of
interest between us end the other entities may occur from time to
time.





We will
attempt to resolve any such conflicts of interest in our favor. Our officers and
directors are accountable to us and our shareholders as fiduciaries, which
requires that such officers and directors exercise good faith and integrity in
handling our affairs. A shareholder may be able to institute legal action on our
behalf or on behalf of that shareholder and all other similarly situated
shareholders to recover damages or for other relief in cases of the resolution
of conflicts in any manner prejudicial to us.





Related
Party Transactions. As part of the consideration of our acquisition of
TransWorld Benefits, Inc., Flax-Flex Fabricators, Ltd. acquired 4,467,000 shares
of our common stock. Charles C. Seven controls the voting of the stock held by
Flax-Flex Fabricators, Ltd., and as a result, Mr. Seven was a related party
to


the
transaction.





The
Company owes Senna Corporation $560,318 and $280,054 for cash advanced to
TransWorld Benefits, Inc. to pay operating expenses. In 2007, Senna exchanged
part of their debt for Company stock. Advances were made over the last nine
years and are non-interest bearing. Charles C. Seven, together with his
immediate family, own a majority of the beneficial interest of Senna
Corporation.





We owed
Charles Seven accrued salary and other expenses in the amount of $746,066 and
$908,625 as of June 30, 2006 and 2007, respectively. We also owe Charles Seven
notes payable in the amount of $154,067 as of June 30, 2006 through June 2007.
Accrued interest on the note payable is $111,470 and $131,976 as of June 30,
2006 and 2007, respectively.





We owed
Ryan Seven accrued salary and other expenses in the amount of $187,979 and
$221,251 as of June 30, 2006 and 2007, respectively.




ITEM
13.  EXHIBITS





3.1
              Articles
      of Incorporation (Charter Document)(1)3.2
              Bylaws(2)4.1
              8%
      Convertible Debenture, dated January 29, 2003, issued to La Jolla Cove
      Investors, Inc. (3)4.2
              Warrant
      to Purchase Common Stock, dated January 29, 2003, issued to La Jolla Cove
      Investors, Inc. (3)4.3
              Side
      Letter Agreement between Thinka Weight-Loss Corporation and La Jolla Cove
      Investors, Inc. regarding Warrant to Purchase Common Stock, dated January
      29, 2003. (3)





38






ITEM
13.  EXHIBITS, CONTINUED





4.4
              Registration
      Rights Agreement, dated January 29, 2003, regardingunderlying
      common stock to be issued upon conversion of 8% Convertible
                Debenture
      and exercise of Warrant to Purchase Common Stock. (3)4.5
              Letter
      Agreement amending 8% Convertible Debenture and Warrant toPurchase
      Common Stock, dated August 14, 2003. (4)10.1
              Share
      Purchase Agreement (5)10.8
              Note
      Payable to Charles Seven on September 9, 1997. (4)10.9
              Note
      Payable to Charles Seven on October 17, 1996. (4)10.10
              Note
      Payable to Charles Seven on October 17, 1996. (4)10.11
              Note
      Payable to Charles Seven on November 1, 1996. (4)10.12
              Note
      Payable to Charles Seven on November 8, 1996. (4)10.13
              Note
      Payable to Charles Seven on December 19, 1997. (4)10.14
              Note
      Payable to Charles Seven on November 8, 1996. (4)10.15
              Note
      Payable to Charles Seven on December 27, 1997. (4)10.16
              Note
      Payable to Charles Seven on December 29, 1997. (4)10.17
              Note
      Payable to Charles Seven on January 8, 1997. (4)10.18
              Note
      Payable to Charles Seven on February 18, 1997. (4)10.19
              Note
      Payable to Charles Seven on February 24, 1997. (4)10.20
              Note
      Payable to Charles Seven on March 17, 1997. (4)10.21
              Note
      Payable to Charles Seven on March 7, 1997. (4)10.22
              Note
      Payable to Charles Seven on March 7, 1997. (4)10.23
              Note
      Payable to Charles Seven on April 22, 1997. (4)10.24
              Note
      Payable to Charles Seven on April 24, 1997. (4)10.25
              Note
      Payable to Charles Seven on May 14, 1997. (4)10.26
              Note
      Payable to Charles Seven on May 2, 1997. (4)10.27
              Note
      Payable to Charles Seven on August 12, 1997. (4)10.28
              Note
      Payable to Charles Seven on August 23, 1997. (4)10.29
              Note
      Payable to Charles Seven on August 28, 1997. (4)10.30
              Note
      Payable to Charles Seven on October 17, 1996.
  (4)







39





ITEM
13.  EXHIBITS, CONTINUED





10.31
              Subordinated
      Secured Convertible Promissory Note, Pledge Agreement, Continuing
      Guaranty, and Common Stock Purchase Warrant, dated December 20, 2007.
      (7)10.32
              Subordinated
      Secured Promissory Note, Pledge Agreement, and Continuing Guaranty, dated
      February 15, 2008. (7)10.33
              Subsidiary
      Stock Purchase Agreement Transworld Benefits Inc, dated
      July 1, 2007. (7)10.34
              Asset
      Purchase Agreement with Stuart Graham, dated March 1, 2008.
      (7)23
              Auditor's
      Consent31.1
              Certification
      of the Chief Executive Officer pursuant to Rule 13a-14(a) pursuant to
      Section 302 of the Sarbanes-Oxley Act or Rule 15d-14(a) of the Securities
      Exchange Act of 1934 as adopted31.2
              Certification
      of the Chief Financial Officer pursuant to Rule 13a-14(a) pursuant to
      Section 302 of the Sarbanes-Oxley Act or Rule 15d-14(a) of the Securities
      Exchange Act of 1934 as adopted32
              Certification
      of the Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350 as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act.


Footnotes
to Exhibit Table:





(1)  Incorporated  by
reference to our registration statement on Form SB-2 filed with  the  Securities  and  Exchange  Commission  on  July  17,  2000.




(2)
Original incorporated by reference to our registration statement on SB-2 filed
with the Securities and Exchange Commission on July 17, 2000. Amendment
to Section 13 of the Bylaws included with this report.




(3)  Incorporated  by  reference  to  our
Form 8-K filed with the Securities and Exchange  Commission  on  February  14,  2003.




(4)  Incorporated  by
reference to our registration statement on Form SB-2 filed with  the  Securities  and  Exchange  Commission  on  August  26,  2003.




(5)  Incorporated  by  reference  to  our
Form 8-K filed with the Securities and Exchange  Commission  on  October  15,  2002.




(6)  Incorporated
by reference to our Form 10-QSB/A filed with the Securities and
Exchange  Commission  on  February  27,  2003.




(7)  Incorporated  by  reference  to  our
June 2006 Form 10-KSB  filed with the Securities and
Exchange  Commission  on  April 30,
2007.


ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES





(a) We
were billed $27,500 for the fiscal year ended June 30, 2007 for professional
services rendered by the principal accountant for the audit of the our annual
financial statements, the review of our quarterly financial statements, and
other services performed in connection with our statutory and regulatory
filings. These services also included audits of significant acquisition of the
company and review of the quarterly financial statements of the Company's
acquiree.





(b) We
were billed $0 for the fiscal years ended June 30, 2007 for assurance and
related services rendered by the principal accountant related to the audit or
review of the our financial statements, not included in paragraph (a)
above.






40




ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES,
CONTINUED





(c) We
were billed $0 for the fiscal years ended June 30, 2007 for professional
services rendered by the principal accountant for tax compliance, tax advice and
tax planning.





(d) We
were billed $0 for the fiscal years ended June 30, 2007 for professional
services rendered by the principal accountant for consents issued in connection
with registration statements. There were no other professional services rendered
by our principal accountant during the last two fiscal years that were not
included in paragraphs (a), (b) or (c) above.





(e) We
have no audit committee pre-approval policies and procedures related
to the engagement of our independent auditor.





(f) None
of the services provided by our principal accountant were approved by our audit
committee.





(g) No
more than 50% of the hours expended on our audit for the last fiscal
year were attributed to work performed by persons other than full-time employees
of our principal accountant.








41





SIGNATURES
  Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this amended report to be signed on its
behalf by the undersigned, there unto duly authorized.
  TRANSWORLD
      BENEFITS INTERNATIONAL, INC.By:
              /s/
      Charles SevenCHARLES
      SEVENChief
      Executive OfficerDated:
              April
      29, 2008
  Pursuant
to the requirements of the Securities Exchange Act of 1934, this amended report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
  Name
              Title
              Date/s/
      Charles Seven
              Chief
      Executive Officer
              April
      29, 2008Charles
      Seven/s/
      Richard Diya
              Chief Financial
      Officer
              April
      29, 2008Richard
      Diya








42