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
 
 Comprehensive
filing for the fiscal years ended June 30, 2004, 2005 and 2006
 
 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 of  incorporation 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 Classwhich
      registered
              Name
      of each exchange on100,000,000
      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):  [X] Yes  [ ]
No
   
 
 
   TABLE OF
CONTENTS
 
 PART
      IItem
      1. .
              Business
              4Item
      2. .
              Property
              9Item
      3. .
              Legal
      Proceedings
              9Item
      4. .
              Submission
      of Matters to a Vote of Security Holders
              9PART
      IIItem
      5. .
              Market
      For Common Equity And Related Stockholder Matters
              10Item
      6. .
              Management's
      Discussion and Analysis of Financial Condition
              11Item
      7. .
              Financial
      Statements
              14Item
      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
              36Item
      10. .
              Executive
      Compensation
              37Item
      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
              39Item
      14. .
              Principal
      Accountant Fees And Services
              42Signatures
   
   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.
 
 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.
   4
  
 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.-
                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.
   5
  
 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.-
      -
              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.
   6
  
 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.
 
 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.
   7
  
 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.
 
 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. 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.
 
 WORKFORCE
 
 As  of  June
30, 2006, we have contracted with two individuals regarding business
development.
   8
  
 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-KSB, 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.
 
 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
   9
   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
following table sets forth the quarterly OTC market quotations.
 
 2002-2003
              2003-2004
              2004-2005
              2005-2006Low
              High
              Low
              High
              Low
              High
              Low
              HighFirst
      quarter
              $0.25
              $0.55
              $0.06
              $0.13
              $0.02
              $0.03
              $0.01
              $0.02Second
      Quarter
              $0.10
              $0.80
              $0.06
              $0.12
              $0.01
              $0.02
              $0.01
              $0.02Third
      Quarter
              $0.09
              $0.46
              $0.02
              $0.07
              $0.01
              $0.02
              $0.007
              $0.01Fourth
      Quarter
              $0.05
              $0.30
              $0.02
              $0.04
              $0.01
              $0.02
              $0.006
              $0.008
 
 
 Shares of
our common stock are subject to rules adopted by the Securities and Exchange
Commission that regulate broker-dealer practices in connection with 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; ando
              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; ando
              monthly
      account statements showing the market value of each penny stock held in
      the customer's account.
   10
  
 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.
 
 ITEM
6.   MANAGEMENT'S DISCUSSION AND ANALYSIS
 
 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”, “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.
 
 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:
 
 
 
 11
 
 
 
 
 -
              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.
 
 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 will
continue to supply our immense target markets with product enhancements and new
products, while taking our current product line to Asia and Europe by December
31, 2008.
 
 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.
   12
  
 RESULTS OF
OPERATIONS
 
 For the
years ended June 30, 2004, 2005 and 2006, the Company has incurred general and
administrative expenses of approximately $912,000, $308,000 and $237,000,
respectively, in its development stage. The bulk of expenses have been for
consultants, professional fees, travel, interest expense and office leases. The
reduction in our expenses since June 2004 was a direct result of insufficient
loans and investments in our Company. 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 $0
in cash and a working capital deficit of approximately $2,475,000 at June 30,
2006.  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 officers and
directors will contribute funds to pay for our basic expenses, but this will not
meet our cash requirements to market according to 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.
   13
   ITEM
7.  FINANCIAL STATEMENTS
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the
Board of Directors and
 Stockholders
of TransWorld Benefits International, Inc.
  We have
audited the accompanying consolidated balance sheets of TransWorld Benefits
International, Inc. as of June 30, 2006, 2005 and 2004, and the related
consolidated statements of income, stockholders' equity, and cash flows for each
of the years in the three-year period ended June 30, 2006. 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 company's 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, 2006, 2005, and 2004, and the results of its
operations and its cash flows for each of the years in the three-year period
ended June 30, 2006 in conformity with accounting principles generally accepted
in the United States of America.
  /s/
DeLeon & Company, P.A
  Pembroke
Pines, Florida
 April 22,
2008
  14
 TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Consolidated
Balance Sheets
 As
of June 30, 2006, 2005 and 2004
 
 June 30,2006
              
              
              2005
              
              
              2004AssetsCurrent
      assets - cash
              
              $
              0
              
              
              $
              0
              
              
              $
              0Total
      assets
              
              $
              0
              
              
              $
              0
              
              
              $
              0Liabilities
      and stockholders’ deficiencyCurrent
      liabilities:Accounts
      payable and accrued expenses
              
              $
              247,226
              
              
              $
              260,894
              
              
              $
              226,528Accrued
      consulting and related
              
              
              358,973
              
              
              
              270,766
              
              
              
              210,958Accounts
      payable to related parties
              
              
              1,418,986
              
              
              
              1,255,812
              
              
              
              929,187Advances
      from related parties
              
              
              109,500
              
              
              
              109,500
              
              
              
              159,500Notes
      payable to related party
              
              
              154,067
              
              
              
              154,067
              
              
              
              154,067Accrued
      interest on notes payable related parties
              
              
              111,470
              
              
              
              92,828
              
              
              
              75,881Advances
      payable
              
              
              27,000
              
              
              
              27,000
              
              
              
              72,000Accrued
      interest convertible debenture
              
              
              47,638
              
              
              
              32,953
              
              
              
              17,453Accrued
      liability related to warrants  and stock purchase
      rights
              
              
              -
              
              
              
              -
              
              
              
              8,000Total
      current liabilities
              
              
              2,474,860
              
              
              
              2,203,820
              
              
              
              1,853,574Convertible
      debenture, net of unamortized debt discount
              
              
              148,750
              
              
              
              177,264
              
              
              
              117,342Total
      liabilities
              
              
              2,623,610
              
              
              
              2,381,084
              
              
              
              1,970,916Stockholders’
      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; 35,069,898 shares
      issued and outstanding at June 30, 2006, 2005, and 2004;
              
              
              35,070
              
              
              
              35,070
              
              
              
              35,070Additional
      paid-in capital
              
              
              1,765,908
              
              
              
              1,720,908
              
              
              
              1,720,908Subscription
      receivable common stock
              
              
              -
              
              
              
              -
              
              
              
              -Accumulated
      deficit
              
              
              (4,424,588
              )
              
              
              (4,137,062
              )
              
              
              (3,726,894
              )Total
      stockholders’ deficiency
              
              
              (2,623,610
              )
              
              
              (2,381,084
              )
              
              
              (1,970,916
              )Total
      liabilities and stockholders’ deficiency
              
              $
              0
              
              
              $
              0
              
              
              $
              0
 
 See
independent auditors’ report and notes to the financial statements
   15
   
 TransWorld
      Benefits International, Inc. and
Subsidiary
 (A
      Development Stage Company)
 Consolidated
      Statements of Operations
 For
      the Years Ended June 30, 2006, 2005 and 2004 and
  Cumulative
 Amounts
      from Inception September 16, 1996 through June 30,
  2006
 
 
 (Unaudited)For the Years Ended June
30,
              
              
              Cumulative
      Amounts2006
              
              
              2005
              
              
              2004
              
              
              from InceptionRevenues
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -General
      and administrative expenses
              
              
              236,594
              
              
              
              307,628
              
              
              
              911,988
              
              
              
              4,702,332Loss
      before other income (expense)
              
              
              (236,594
              )
              
              
              (307,628
              )
              
              
              (911,988
              )
              
              
              (4,702,332
              )Other
      income (expense):Other
      income
              
              
              -
              
              
              
              -
              
              
              
              8,000
              
              
              
              8,902Gain
      (loss) on settlement of debt
              
              
              -
              
              
              
              (13,000
              )
              
              
              202,024
              
              
              
              189,024Gain
      on decrease in fair value of  warrants and stock purchase rights
      liabilities
              
              
              -
              
              
              
              8,000
              
              
              
              589,727
              
              
              
              475,510Interest
      expense, net
              
              (50,932)
              
              
              (97,540)
              
              
              
              (112,887
              )
              
              
              (395,692
              )Net
      (loss)
              
              
              (287,526
              )
              
              
              (410,168
              )
              
              
              (225,124
              )
              
              
              (4,424,588
              )Beginning
      of period accumulated deficit
              
              
              (4,137,062
              )
              
              
              (3,726,894
              )
              
              
              (3,501,770
              )
              
              -End
      of year accumulated deficit
              
              $
              (4,424,588
              )
              
              $
              (4,137,062
              )
              
              $
              (3,726,894
              )
              
              $
              (4,424,588
              )Loss
      per share:
              
              $
              (0.008
              )
              
              $
              (0.012
              )
              
              $
              (0.007
              )Basic
      and dilutedWeighted
      average number
              
              
              35,069,898
              
              
              
              35,069,898
              
              
              
              30,757,494of
      shares outstanding:Basic
      and diluted
  See
independent auditors’ report and notes to the financial
statements
   16
 
    TransWorld
Benefits International, Inc. and Subsidiary
 (A Development Stage Company)
 Consolidated
Statements of Cash Flow
 For
the Years Ended June 30, 2006, 2005 and 2004 and Cumulative
 Amounts
from Inception September 16, 1996 through June 30, 2006
 
 (Unaudited)CumulativeFor the Years Ended June 30
              
              
              Amounts
      From2006
              
              
              2005
              
              
              2004
              
              
              InceptionCash
      Flows from Operating Activities:Net
      (loss)
              
              $
              (287,526
              )
              
              $
              (410,168
              )
              
              $
              (225,124
              )
              
              $
              (4,424,588
              )Adjustments
      to reconcile net (loss) to net cash from (used in) operating
      activities:Amortization
      of deferred financing costs
              
              
              16,485
              
              
              
              59,922
              
              
              
              83,226
              
              
              
              193,750Common
      stock issued for services and debt
              
              
              -
              
              
              
              -
              
              
              
              1,407,799
              
              
              
              1,763,309Gain
      of settlement of debt
              
              
              -
              
              
              
              -
              
              
              
              (202,024
              )
              
              
              (202,024
              )Subscription
      receivable exchanged for services
              
              
              -
              
              
              
              -
              
              
              
              20,000
              
              
              
              20,000(Gain)
      on decrease in fair value of warrants and stock purchase rights
      liabilities
              
              
              -
              
              
              
              (8,000
              )
              
              
              (589,727
              )
              
              
              (475,510
              )Changes
      in operating assets and liabilities, net of effects of
    merger:Accounts
      payable and accrued expenses
              
              
              (13,668
              )
              
              
              34,366
              
              
              
              (320,914
              )
              
              
              527,635Accrued
      consulting and related
              
              
              88,207
              
              
              
              59,808
              
              
              
              (218,398
              )
              
              
              (70,386
              )Accounts
      payable to related parties
              
              
              163,175
              
              
              
              326,625
              
              
              
              (96,521
              )
              
              
              1,418,988Accrued
      interest on notes payable to related parties
              
              
              18,642
              
              
              
              16,947
              
              
              
              15,408
              
              
              
              111,471Accrued
      interest convertible debenture
              
              14,685
              
              
              15,500
              
              
              17,453
              
              
              47,638Net
      cash from (used in) Operating Activities
              
              0
              
              
              95,000
              
              
              
              (108,822
              )
              
              
              (1,089,717
              )Cash
      Flows from Investing Activities:Payments
      received on related party notes receivable
              
              -
              
              
              -
              
              
              -
              
              
              
              205,400Cash
      Flows from Financing Activities:Proceeds
      from advances payable
              
              
              -
              
              
              
              -
              
              
              
              45,000
              
              
              
              89,500Repayments
      to advances payable
              
              
              -
              
              
              
              (45,000
              )
              
              
              (17,500
              )
              
              
              (62,500
              )Proceeds
      from convertible debenture
              
              
              -
              
              
              
              -
              
              
              
              30,000
              
              
              
              193,750Repayments
      to convertible debenture
              
              
              (45,000
              )
              
              
              -
              
              
              
              -
              
              
              
              (45,000
              )Payment
      of debt by related party
              
              
              45,000
              
              
              
              -
              
              
              
              -
              
              
              
              45,000Proceeds
      from common stock issuance
              
              
              -
              
              
              
              -
              
              
              
              34,000
              
              
              
              400,000Advances
      from related parties
              
              
              -
              
              
              
              -
              
              
              
              15,000
              
              
              
              159,500Repayments
      to related parties
              
              
              -
              
              
              
              (50,000
              )
              
              
              
              
              
              
              (50,000
              )Proceeds
      from related party notes payable
              
              -
              
              
              -
              
              
              -
              
              
              
              154,067Net
      cash from (used in) Financing Activities
              
              0
              
              
              
              (95,000
              )
              
              106,500
              
              
              884,317Net
      change in cash
              
              
              -
              
              
              
              -
              
              
              
              (2,322
              )
              
              
              -Cash,
      beginning of period
              
              -
              
              
              -
              
              
              2,322
              
              
              -Cash,
      end of year
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
 
 See
independent auditors’ report and notes to the financial statements
   17
   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
30,2006
              
              
              2005
              
              
              2004Cash
      paid for:Interest
              
              $
              -
              
              
              $
              -
              
              
              $
              -Income
      taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -
 
 
 Supplemental schedule of
non-cash investing and financing activities:
 
 
 During
the year ended June 30, 2004, the Company exchanged 4,629,076 common shares
between $0.045 and $0.175 per share for $356,838 of services.
 
 During
the year ended June 30, 2004 the Company exchanged 8,868,313 common shares
between $0.09 and $0.25 per share for $1,008,175 of debt. Of this, related
parties to the Company accounted for 6,166,208 common shares between $0.055 and
$0.20 per share for $597,443 of debt.
 
 During
the year ended June 30, 2004, the Company recognized debt discounts of $30,000
related to convertible debentures.
 
 See
independent auditors’ report and notes to the financial
statements
 
 18
  
  TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Consolidated
Statements of Stockholders’ Deficit
 For
the Period From the Date of Inception September 16, 1996
 Through
June 30, 2006
  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 April and 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
              
              
              
              (20000
              )
              
              
              
              
              
              
              0
 
 See
independent auditors’ report and notes to the financial statements
   19
  TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Consolidated
Statements of Stockholders’ Deficit
 For
the Period From the Date of Inception September 16, 1996
 Through
June 30, 2006
  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
              
              
              
              (20000
              )
              
              
              (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 convertible
    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
              )
 
 
  
 See
independent auditors’ report and notes to the financial
statements
 
 20
   TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 For
the Period From the Date of Inception September 16, 1996
 Through
June 30, 2006
 
 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.
 
 
 21
 
 TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 For
the Period From the Date of Inception September 16, 1996
 Through
June 30, 2006
   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.
 
 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, 2006,
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
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.
   22
  TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 For
the Period From the Date of Inception September 16, 1996
 Through
June 30, 2006
  NOTE 1 - ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
 
 Research and
Development
 
 Research  and  development
costs (“R&D”) are charged to operations as they are incurred. There were no
R&D costs for the years ended June 30, 2004 thru 2006.
 
 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, pursuant to Statement of Financial
Accounting  Standards ("SFAS") No.123R, to account for purchase rights
granted to employees under Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees," as amended.
 
 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
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 that such 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.
From June 30, 2004 thru June 2006 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.
    23
  TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 For
the Period From the Date of Inception September 16, 1996
 Through
June 30, 2006
 
 
 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, 2006
              
              
              June 30, 2005
              
              
              June 30, 2004Advances
      Payable
              
              $
              27,000
              
              
              $
              27,000
              
              
              $
              72,000
 
 
 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 as of October 2001), and reclassify the outstanding principal balance to
accounts payable to related parties in the accompanying consolidated balance
sheets.  The balance is $455,318 at June 30, 2003 and $560,318 as of
June 30, 2004, 2005 and 2006.
 
 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 $154,000, $298,000 and
$210,000 for the years ended June 30, 2004, 2005 and 2006,
respectively.
 
 The
following table presents the total year end balances:
 
 June 30, 2006
              
              
              June 30, 2005
              
              
              June 30, 2004Accounts
      payable to related parties
              
              $
              1,418,986
              
              
              $
              1,255,812
              
              
              $
              929,187
  Notes Payable and Accrued
Interest 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, 2004 thru June 30, 2006,
but paid interest of $36,820 during the six months ended June 30,
2003.
 
 The
following table presents the year end balances:
 
 June 30, 2006
              
              
              June 30, 2005
              
              
              June 30, 2004Notes
      payable to related party
              
              $
              154,067
              
              
              $
              154,067
              
              
              $
              154,067Accrued
      interest payable
              
              $
              111,470
              
              
              $
              92,828
              
              
              $
              75,881
 
   24
  TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 For
the Period From the Date of Inception September 16, 1996
 Through
June 30, 2006
 NOTE 3 - RELATED PARTY
TRANSACTIONS, CONTINUED
 
 Advances from Related
Parties
 
 From 2001
through 2003, the Company received non-interest bearing, due on demand advances
of $15,000, $124,000 and $33,000, respectively, from related parties to fund its
operating expenses. The Company made payments on these advances of $12,500 and
$50,000 during 2003 and 2005, respectively.
 
 The
following table presents the year end balances:
 
 June 30, 2006
              
              
              June 30, 2005
              
              
              June 30, 2004Advances
      from related parties
              
              $
              109,500
              
              
              $
              109,500
              
              
              $
              159,500
 
 
 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
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
   25
  TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 For
the Period From the Date of Inception September 16, 1996
 Through
June 30, 2006
 
 NOTE 4 - CONVERTIBLE
DEBENTURE, CONTINUED
 
 Standards
("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 ("SFAS")
No. 123R as a debt discount and will be amortized as interest expense over the
remaining life of the Convertible Debenture.
 
 The
following table presents the amortized debt discount recorded as interest
expense during the following periods:
 
 Year Ended
                June 30, 2006
              
              
              Year Ended
                June 30, 2005
              
              
              Year Ended
                June 30, 2004Amortization
      of debt discounts
              
              $
              16,486
              
              
              $
              59,922
              
              
              $
              83,227
 
 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 - ACCRUED LIABILITY
RELATED TO WARRANTS AND STOCK PURCHASE RIGHTS
 
 The
Company issued warrants as part of the January 2003 Convertible Debenture
Agreement and issued warrants and discounted stock purchase rights as part of a
June 2003 consulting agreement with a third party. The warrants and stock
purchase rights are valued using the Black-Scholes option pricing model. The
initial recording of the warrants related to the Convertible Debenture charged
additional paid-in capital and credited accrued liability related to warrants
and stock purchase rights in the amount of $165,000. Quarterly adjustments to
the accrued liability are charged to other income (loss). The initial recording
of the warrants and stock purchase rights related to the consulting agreement
charged consulting expense and credited accrued liability related to warrants
and stock purchase rights in the amount of $310,510. Quarterly adjustments to
the accrued liability are charged to other income (loss).
 
 The
following table presents the year end balances in accrued liability related for
warrants and stock purchase rights:
 
 June 30, 2006
              
              
              June 30, 2005
              
              
              June 30, 2004Accrued
      liability
              
              $
              0
              
              
              $
              0
              
              
              $
              8,000
    26
   TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 For
the Period From the Date of Inception September 16, 1996
 Through
June 30, 2006
 NOTE 6 - 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, 2006, 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,
2006, 100,000,000 common shares are authorized and 35,069,898 shares are issued
and outstanding.
 
 The
following is a description of the issuances of common stock and other common
stock information since inception.
 
 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.
 
 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.
   27
  TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 For
the Period From the Date of Inception September 16, 1996
 Through
June 30, 2006
 NOTE 6 - STOCKHOLDERS'
EQUITY, CONTINUED
 
 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.
 
 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.
 
 See Note
11, Subsequent Events, for additional issuances of common shares.
 
 NOTE 7 – OFFICE
LEASES
 
 The
Company leased a facility under an operating sub-lease agreement that began in
October 2002 and expired in March 2005.  The monthly lease cost was
$8,559 through December 31, 2003, and $8,947 per month thereafter. The company
vacated these premises in May 2004. (See Note 10 – Litigation) The Company
leased a facility on a monthly basis from March thru November 2005 for
approximately
    28
   TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 For
the Period From the Date of Inception September 16, 1996
 Through
June 30, 2006
  
 NOTE 7 – OFFICE LEASES,
CONTINUED
 
 $6,500
monthly. The Company also leases office facilities from a related party and paid
rent of $7,200, $0 and $3,000 during the years ended June 30, 2004, 2005, and
2006, respectively. The total rent expense for the years ended June 2004, 2005,
and 2006 was $64,064, $10,852 and $15,671, respectively.
 
 NOTE 8 - INCOME
TAXES
 
 As the
Company incurred net operating losses through June 30, 2006, the Company has not
recorded any provision for income taxes for the periods presented. At June 30,
2006, the Company had approximately $4,367,000 and $1,985,000, 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 2026 and 2016, 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, 2006, 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 2004,
2005, and 2006, the valuation allowance increased  approximately
$97,000, $175,000 and $123,000, respectively.
 
 The
following table presents the cumulative deferred tax assets at June 30,
2006:
 
 Net
      operating loss carry forwards deferred tax benefit
              
              $
              1,770,000Less
      valuation allowance
              
              
              (1,770,000
              )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 30,2004
              
              
              2005
              
              
              2006Federal
      tax benefit
              
              $
              (77,000
              )
              
              $
              (139,000
              )
              
              $
              (98,000
              )State
      tax benefit
              
              
              (20,000
              )
              
              
              (36,000
              )
              
              
              (25,000
              )Increase
      in valuation allowance
              
              97,000
              
              
              175,000
              
              
              123,000Provision
      for income taxes
              
              
              0
              
              
              
              0
              
              
              
              0
 
 NOTE 9 - 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 30,2006
              
              
              2005
              
              
              2004Numerator
      – net (loss)
              
              $
              (287,526
              )
              
              $
              (410,168
              )
              
              $
              (225,124
              )Denominator
      - weighted average shares basic and diluted
              
              
              35,069,898
              
              
              
              35,069,898
              
              
              
              30,757,434(Loss)
      per common share
              
              $
              (0.008
              )
              
              $
              (0.012
              )
              
              $
              (0.007
              )
    29
  TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 For
the Period From the Date of Inception September 16, 1996
 Through
June 30, 2006
 
 NOTE 10 -
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.
 
 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 11 - SUBSEQUENT
EVENTS
 
 Stock
Issuances
 
 During
the quarter ended June 30, 2007, the Company issued 1,850,000 common shares at
$0.005 for services valued at $9,250. See the following section “Advisory
Committee” which further details this event.
   30
   TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 For
the Period From the Date of Inception September 16, 1996
 Through
June 30, 2006
 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 debt valued at $316,091. Of
this, two related parties of the Company accounted for 62,098,264 shares at
$0.005 per share valued at $310,491.
 
 Sale of Subsidiary
TransWorld Benefits, Inc.
 
 The
majority stockholder of the Company acquired the Company’s subsidiary TransWorld
Benefits, Inc. (TWBI) as of 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.
 
 Advisory
Committee
 
 In May
2007 the Company formed an Advisory Committee and issued 1,850,000 common shares
at $0.005 per share for services totaling $9,250.
 
 The Board
of Advisors shall have the following general responsibilities:
 
 (a)
              Advise
      regarding the general policies and activities of the Company in the area
      of loyalty programs and overall business and sales
    practices.(b)
              Advise
      on the design and effectiveness of programs, products and services of the
      Company.(c)
              Advise
      on the programs, products and services of competitors and potential
      customers of the Company to identify strategic and marketplace
      opportunities for the Company and its products and
    services.(d)
              Review
      and advise regarding the Company’s general business and
      financial  policies and procedures.(e)
              Assist
      in public relations.(f)
              Make
      recommendations about potential market opportunities to explore and sales
      opportunities to pursue.
 
 
  31
  TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 For
the Period From the Date of Inception September 16, 1996
 Through
June 30, 2006
 
 
 NOTE 11 - SUBSEQUENT EVENTS,
CONTINUED
 
 The
Committee of Advisors shall consist of various individuals with relevant sales,
marketing, technical, commercial, financial expertise or legal.  The
Committee of Advisors is not expected to have regular business meetings each
calendar year, however, Committee members will be called periodically to offer
advice and counsel and may elect to attend a meeting annually.
 
 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
 
 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 certificate
that promotes 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.
 
  32
   TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 For
the Period From the Date of Inception September 16, 1996
 Through
June 30, 2006
 NOTE 11 - SUBSEQUENT EVENTS,
CONTINUED
 
 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
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 Flowers Group:
 
 Jeff Flowers Advertising,
Inc., formed in 1986, is a full-service marketing communications firm
that specializes in hospitality, travel, employee incentives
   33
  TransWorld
Benefits International, Inc. and Subsidiary
 (A
Development Stage Company)
 Notes
to Consolidated Financial Statements
 For
the Period From the Date of Inception September 16, 1996
 Through
June 30, 2006
  
 NOTE 11 - SUBSEQUENT EVENTS,
CONTINUED
 
 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.
 
 Office
Lease
 
 On April
19, 2007, the Company signed an operating sublease for six months at 4675
MacArthur Court, Suite 550, Newport Beach, CA.  The sublease was
extended on November 1, 2007 through the end of March 2008.  The lease
terms are $5750 a month for 4 offices, approximately 1,000 square feet with
furnishings.
    34
    ITEM 8. CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL
DISCLOSURES
 
 
 a)
              Effective
      as of March 24, 2004, we terminated the services of our principal
      independent auditor, Corbin & Co., 2603 Main Street, Suite 600,
      Irvine, California 92614-4259, telephone number 949-756-2120, fax
      949-756-9110 (the "Former Accountant").(i)
              We
      dismissed the Former Accountant.(ii)
              No
      adverse opinion or disclaimer of opinion was made during the past two
      years by the Former Accountant, and no opinion of the Former Accountant
      was qualified or modified as to uncertainty, audit scope or accounting
      principles.(iii)
              The
      change in auditors was recommended by our Board of
    Directors.(iv)
              During
      the two most recent fiscal years and the interim period preceding such
      dismissal, we are not aware of any disagreements with the Former
      Accountant on any matter of accounting principles or practices, financial
      statement disclosure, or auditing scope or procedure, which
      disagreement(s), if not resolved to the satisfaction of the Former
      Accountant, would have caused it to make references to the subject matter
      of the disagreement(s) in connection with its report.(v)
              We
      are not aware of any reportable events that have occurred during the two
      most recent fiscal years and the interim period preceding the dismissal of
      the Former Accountant.b)
              We
      have engaged a new principal independent accountant effective as of March
      24, 2004, to act as an independent accountant for future audits upon which
      we will rely in reports filed with the Securities and Exchange Commission.
      Our new accountant is DeLeon & Company, P.A., 510 NW 159th
      Lane, Pembroke Pines, FL 33028, telephone number 954-704-8402 and
      facsimile number 954-438-6481 (the "New Accountant"). During the two most
      recent fiscal years and the interim period preceding the appointment of
      the New Accountant, we have not consulted the New Accountant regarding
      either:(i)
              The
      application of accounting principles to a specified transaction, either
      completed or proposed; or the type of audit opinion that might be rendered
      on our financial statements, and neither a written report factor
      considered by us in reaching a decision as to the accounting or financial
      reporting issue; or(ii)
              Any
      matter that was either the subject of a disagreement or a reportable event
      (as defined in Regulation S-K, Item
304(a)(i)).
  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
   35
 
 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
  OfficerKeith
      Romine
              84
              10/02
      – 03/06
              Director,
      Controller-Treasurer and SecretaryRonald
      Robertson
              60
              10/02
      – 11/06
              Senior
      Vice President Funeral Sales
 
 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.
 
 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.
 
 Keith
Romine served as a Director. He also served as our Controller-Treasurer and
Secretary until September 30, 2005, and thereafter for successive one-year
renewal terms unless terminated. As Treasurer, he was the principal financial
officer for our company.
 
 Mr.
Romine has served as the Secretary and Treasurer of TransWorld Benefits, Inc.
since September 15, 2001 until 2003. Mr. Romine also served as a consultant to
the following companies: MBS Mannesmann Demag Sack Germany; International Mill
Service, Inc.; Icon Construction Company, Inc.; and Wirth. As a consultant, he
negotiates sales and set-up of continuous aluminum sheet casters, aluminum
rolling mills, coating lines, melting furnaces, scalpers and can recycling
facility.
 
 Mr.
Romine is also a real estate broker, licensed in the State of California. He
graduated from Browns Business College and the International Accountants
Society, and he attended Bradley University for two years.
 
 Ronald
Robertson served as a Senior Vice President, until September 15, 2001, and
thereafter for successive one-year renewal terms until terminated. Robertson or
our Board of Directors. Mr. Robertson has served as Senior Vice President of
TransWorld Benefits, Inc. since September 15, 2001.
   36
  
 Mr.
Robertson has also been serving as the Vice President - Sales of Lowen Group in
Vancouver, British Columbia, since 1994, where he has been responsible for over
600 million pre-need sales annually.
 
 Mr.
Robertson served as the Assistant Vice president, Sales for Gibraltar Mausoleum
Corporation in Indianapolis, Indiana, from 1985 through 1994, where he was
responsible for sales and marketing for nine cemeteries and seven funeral homes
with annual sales exceeding 18 million dollars.
 
 Mr.
Robertson earned his Bachelor of Science Degree in Psychology from Ball State
University in 1970.  Since then, he has achieved a number of industry
accomplishments, including serving as the Program Chairman PIAA Convention,
Guadalajara, Ixtapa, Mexico 1984; serving as a guest speaker five industry
conventions; serving as a guest speaker at twelve State Conventions from
1980-1998; serving as the Co-Chairman ICFA Sales Marketing Meeting in 1997; and received
the International Cemetery and Funeral Association's designation of Certified
Cemetery Executive (CCE) in 2001.
 
 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
      2004
              
              $
              150,000
              
              
              
              -
              
              
              
              -CEO
      & President
              June
      2005
              
              $
              150,000
              
              
              
              -
              
              
              
              -June
      2006
              
              $
              150,000
              
              
              
              -
              
              
              
              -
 
 The board
of directors approved Mr. Seven’s annual salary of $150,000 from July 1, 2003
thru June 30, 2006. He also receives a car allowance of $700 per
month.
 
 ITEM
11.  SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND 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.
   37
  
 NAME
      AND ADDRESS
              AMOUNT
      AND NATURE
              PERCENTOF BENEFICIAL
      OWNER
              OF BENEFICIAL
      OWNERSHIP
              OF
      CLASSCharles
      C. Seven (1)4675
      MacArthur Court, Suite 550
              68,934,332
              69.5%Newport
      Beach, CA 92660Ryan
      Seven4675
      MacArthur Court, Suite 550
              8,740,343
              8.8%Newport
      Beach, CA 92660All
      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 78.3 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.
 
 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.
 
 
 38
 
 ITEM
12.  CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, CONTINUED
 
 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.  Ronald  Robertson
received 33,000 shares of common stock from
the  same  transaction.
 
 As a
condition to our acquisition of TransWorld Benefits, Inc., each of Charles C.
Seven, Keith Romine and Ronald Robertson acquired the right to purchase stock
from Farline Venture Corporation, but this right was not exercised and has
expired.
  As of
June 30, 2003, we owed Senna Corporation approximately $455,000 for cash
advanced to TransWorld Benefits, Inc. to pay operating expenses. The balance as
of June 30, 2004, 2005 and 2006 was $560,318. These advances were made over the
last eight 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 $420,539,
$318,462, $600,447 and $746,066 as of June 30, 2003, 2004, 2005 and 2006,
respectively. We also owe Charles Seven notes payable in the amount of $154,067
as of June, 2003 through June 2006. Accrued interest on the note payable is
$60,474, $75,881, $92,828 and $111,470 for the years ended June 30, 2003, 2004,
2005 and 2006, respectively.
 
 We owed
Keith Romine accrued fees and other expenses in the
amount  of  $233,485, $92,157 $149,962 and $165,047 as of
June 30, 2003, 2004, 2005 and 2006, respectively. (See Note 10 –
Litigation)
 
 We owed
Ronald Robertson accrued fees and other expenses
in  the  amount  of  $195,871.00,
$57,142, $56,573 and $54,473 as of June 30, 2003, 2004, 2005 and 2006,
respectively. (See Note 10 – Litigation)
 
 We owed
Ryan Seven accrued salary and other expenses in the amount of $149,851, $78,200,
$129,800, $187,979 as of June 30, 2003, 2004, 2005 and 2006,
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)4.4
              Registration
      Rights Agreement, dated January 29, 2003, regarding  underlying
      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 to Purchase Common
      Stock, dated August 14, 2003. (4)10.1
              Share
      Purchase Agreement (5)10.2
              Sublease,
      dated May 16, 2002, by and between Transworld Benefits,
      Inc.,  and DHR International, Inc., an Illinois corporation,
      together with related Indemnification Agreement, dated October 1, 2002.
      (6)10.3
              Employment
      Agreement ~ Charles C. Seven, by and between Transworld Benefits, Inc. and
      Charles C. Seven. (3)
   39
    10.5
              Employment
      Agreement ~ Keith Romine, by and between Transworld Benefits, Inc. and
      Keith Romine. (3)10.6
              Employment
      Agreement ~ Ronald Robertson, by and between Transworld Benefits, Inc. and
      Ronald Robertson. (3)10.7
              Engagement
      Letter with KnightsBridge Capital, dated June 28, 2003.
  (4)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)10.31
              Subordinated
      Secured Convertible Promissory Note, Pledge Agreement, Continuing
      Guaranty, and Common Stock Purchase Warrant, dated December 20,
      200710.32
              Note
      Payable to John Todd, dated February 15, 2008
    40
   10.33
              Subsidiary
      Stock Purchase Agreement Transworld Benefits Inc, dated July 1,
      200710.34
              Asset
      Purchase Agreement with Stuart Graham, dated March 1,
  200823
              Auditor's
      Consent31.1
              Certification
      of the Chief Executive Officer pursuant to Rule 13a-14(a)  or
      Rule 15d-14(a) of the Securities Exchange Act of 1934 as
      adopted  pursuant to Section 302 of the Sarbanes-Oxley
      Act31.2
              Certification
      of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule
      15d-14(a) of the Securities Exchange Act of 1934 as
      adopted  pursuant to Section 302 of the Sarbanes-Oxley
      Act32.1
              Certification
      of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as
      adopted pursuant to Section 906 of the Sarbanes-Oxley
  Act.32.2
              Certification
      of the 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.
    41
  
 ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
 
 (a) We were
billed $128,000 for the fiscal years ended June 30, 2004 thru June 30, 2006 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, 2004 thru June 30, 2006 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.
 (c) We were
billed $0 for the fiscal years ended June 30, 2004 thru June 30, 2006, 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, 2004 thru June 30, 2006 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.
 
    42
     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
  43