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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB
(Mark One)

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

    For the fiscal year ended June 30, 2003


                                       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

                         THINKA WEIGHT-LOSS CORPORATION
             (Exact name of registrant as specified in its charter)


             NEVADA                                   98-0218912
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)


              18201 VON KARMAN AVENUE, SUITE 1170, IRVINE, CA 92612
          (Address, including zip code, of principal executive offices)

                                  949-975-0077
              (Registrant's telephone number, including area code)

                          (Former name, former address)

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 [X]
No [ ]



The  number of shares of the Registrant's Common Stock outstanding as of October
10,  2003  was  26,292,814.

                       DOCUMENTS INCORPORATED BY REFERENCE
Transitional Small Business Disclosure Format (Check one):   Yes [_]   No [X]

================================================================================

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B in not 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. [ ]


<PAGE>
     State issuer's revenues for its most recent fiscal year.     $0

     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.): $1,902,659.22.
                             -------------

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.     26,292,814
                                                      ----------

                       DOCUMENTS INCORPORATED BY REFERENCE

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

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


                                                                               2
<PAGE>
<TABLE>
<CAPTION>
                                                              TABLE OF CONTENTS

<S>          <C>                                                                                                              <C>
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
   Item 1.   Description Of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
   Item 2.   Description Of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
   Item 3.   Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
PART II  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
   Item 5.   Market For Common Equity And Related Stockholder Matters  . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
   Item 6.   Management's Plan Of Operation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
   Item 7.   Financial Statements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
   Item 8.   Changes In And Disagreements With Accountants On Accounting And Financial Disclosure  . . . . . . . . . . . . .  38
   Item 8a.  Controls And Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  38
   Item 9.   Directors, Executive Officers, Promoters And Control Persons; Compliance With Section 16(A) Of The Exchange
             Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  39
   Item 10.  Executive Compensation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  41
   Item 11.  Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Maters . . . . . . . . .  41
   Item 12.  Certain Relationships And Related Transactions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  42
   Item 13.  Exhibits And Reports On 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
   Item 14.  Principal Accountant Fees And Services  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
</TABLE>


                                                                               i
<PAGE>
                                     PART I

     ITEM 1.   DESCRIPTION OF BUSINESS
     ---------------------------------

Our  Background.  We were incorporated in Nevada on September 14, 1999 as Encore
---------------
Ventures,  Inc.  On  or  about  August 9, 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".  On April 16,
2003,  the  Board  approved  a  resolution  to change the name of the Company to
TransWorld Benefits International, Inc.  The Company is in the process of filing
a  Certificate  of  Amendment  to  the Articles of Incorporation with the Nevada
Secretary  of  State  to  effect  such  name  change.

Our  Business.  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 product, a
liquid, low carbohydrate, high protein weight loss product. On November 3, 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, dated October 4, 2002.  We filed a copy
of  the  Share  Purchase  Agreement as an exhibit to our Form 8-K filed with the
Securities  and  Exchange  Commission  on October 15, 2002.  Our Form 8-K, filed
with  the  Securities  and  Exchange  Commission  on October 15, 2002, is hereby
incorporated  into  this  Registration  Statement  by  this  reference.

Effective as of January 30, 2003, we acquired TransWorld Benefits, Inc. pursuant
to  the  Share Purchase Agreement, as more fully described in our Form 8-K filed
on  February  14,  2003.  In  connection  with  the  acquisition, our issued and
outstanding  common  stock  was  increased  from 14,534,600 shares to 19,034,600
shares.  Our  current  business  plan  is  focused solely on the business of our
wholly-owned  subsidiary,  TransWorld  Benefits,  Inc.

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."

A more detailed description of the products we plan to offer is 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:


                                                                               1
<PAGE>
     -    Return of Remains - efficient and dignified return in a private
          executive  aircraft.

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

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

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

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

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

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

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

Our  Market.  Generally,  we  refer  to  our  market  as  the  emergency  travel
-----------
assistance  market,  which  includes  both  medical evacuation and repatriation.
Americans are traveling in record numbers for business and pleasure.  We believe
that  the  emergency  travel  assistance market can grow significantly through a
number  of existing markets, including private associations, unions, credit card
companies,  cruise  lines, incentive travel, funeral, insurance, Internet travel
sales,  time-shares and travel agencies.  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 - In 2000 there were 6,000,000 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 - 1,383,000,000 bank credit cards are outstanding.

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

-    Internet - America Online (AOL) has 2,000,000 subscribers purchasing
     airline  tickets  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.


                                                                               2
<PAGE>
For example, the cruise ship industry has a number of sick, injured and deceased
people  on  cruises each month.  Our product would allow them to deal with these
potential  public  relations  nightmares in a proactive manner.  By including in
the  cost of a cruise the very affordable TransWorld Emergency Travel Assistance
Program, at $8 for 7 days, $10 for 15 days, or $15 for 30 days, industry leaders
could  have  a dignified, professional and affordable solution to this problem.

Another  target  market  is  the  funeral industry. One of the most promoted and
profitable  product  sold  by  the  funeral industry is pre-need insurance. This
allows a family to purchase insurance covering the cost of a funeral years ahead
of  their  anticipated need. The TransWorld Benefits Emergency Travel Assistance
Program,  when  added  to  an  existing pre-need marketing program, provides the
funeral  industry  with  an  effective  sales  tool  and  profit  center.

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

Mass Markets
------------

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.

There  are  a  number  of  travel  industry  firms that develop wholesale travel
packages  to be sold through captive and independent travel agents.  The primary
travel  package providers are API, Travcoa, and Abercrombie and Kent. Two of the
largest United States travel agencies are American Express and Carlson. Woodside
Travel  Trust  is  the largest travel consortium in the world, with sales of $20
billion generated by 65 partners and 2,500 hundred offices in the United States.
We  are  seeking  their  endorsement  of  our  product,  which  may  include  a
distribution  agreement.  Woodside  Travel  Trust  has  the  potential  to  sell
2,000,000  of  our  products  per  month.

CRUISE  LINES

The  cruise  ship  category  is  a  fast-growing  segment of the vacation travel
industry. Investor's Daily reports that, in 2000, the North American cruise-line
industry  carried  a  record 6 million passengers.  Capacity use was the highest
ever  reported, at 90.8%. Over the next five years, the industry reports that it
will  add  another  30  ships,  representing  a  51%  increase in capacity.  The
Caribbean  has  been  the  primary focus of the cruise industry.  However, other
areas  are  growing  in  popularity.  Carnival Cruises, with an annual passenger
count  of  over  1,000,000, recently based a new ship in the Southern California
market.

Historically,  the  cruise  industry  has  had  no  way of storing a passenger's
remains.  In  the  event  of a passenger's death, burial at sea was the accepted
industry  policy.  There were a number of complaints about this practice, and as
a  result,  beginning  eight years ago, all new cruise ships were outfitted with
refrigerated  storage  areas  for  passenger remains.  Norwegian Cruise Lines is
reported  to  experience  an average of four deaths per month on their Caribbean
routes.

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.

INSURANCE  INDUSTRY


                                                                               3
<PAGE>
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.

Our  products  will be sold as an add-on, and/or as additional employee benefits
coverage  sold  directly  to  risk  managers,  human  resource  departments, and
internal travel and/or trade association operations within corporations.

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.

Three  companies dominate the funeral industry organizations.  These are Service
Corporation  International,  Lowen Group, and Stuart Enterprises.  Collectively,
they control about 15% of the country's 23,000 funeral homes, and provide 1 in 5
funerals.

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.  We hope to begin sales in the funeral
industry  by  the  end  of  this  quarter  ending  September  30, 2003.  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 the our projected
first-year  sales.

Following  these  industry  leaders  are  11 firms, each of which could generate
between  500  and  2,000  policy sales monthly.  All have a strong motivation to
offer  an  Emergency  Travel  Assistance  Program.

One of the unique benefits of our TransWorld Emergency Travel Assistance Program
is  that  we  can,  in  many  situations,  allow  a  family to comply with their
religious  customs  and  practices  in  a  time of need.  As an example, it is a
custom  of  the Jewish faith that a burial takes place before sundown on the day
following  one's  death.  Our  return  of  remains by private executive aircraft
would  most  often  meet  this  time  constraint.  We are not aware of any other
pre-paid  repatriation  service  that  exclusively  uses  private,  executive
aircraft.

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. According to the
Bureau  of  Census,  in 1995 there were 207,000,000 business trips in the United
States.  Business  Travel  News  reports  that  in 1997, the five companies with


                                                                               4
<PAGE>
the  largest  airline  travel  budgets  spent  $1.2  billion on airline tickets.
Americans take nearly 60 million trips abroad annually.

Another  major  source  of  potential  sales  is corporate meeting and incentive
trips.  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

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.

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 expect that start-up to begin in about 30 days.

We  require  a  modest  level  of  market  penetration  to achieve or exceed its
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 about $4,500,000 of
additional  funding,  including  $1,800,000  that we expect to receive through a
private  placement  of equity securities to La Jolla Cove Investors.  A detailed
description  of  the  private  placement  of  these  securities,  a  convertible
debenture  and warrant, to La Jolla Cove Investors, Inc., is included on pages 7
through 9 of our Form SB-2, filed with the Securities and Exchange Commission on
August 26, 2003, which is hereby incorporated by reference.

INTERNET

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


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.  An "A" rated company, Fidelity Security Life, has insured
the  exclusive  travel medical bridge policy.  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 about
$4,500,000 of financing over the next twelve months, including the $1,800,000 we
expect  to  receive  from  a  private placement to La Jolla Cove Investors, Inc.

Our  Distribution  Method.
-------------------------

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,


                                                                               5
<PAGE>
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.

We  are  hiring  very strong "center of influence" personnel with an outstanding
incentive  program.  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.  We will focus a large percentage of our resources
on  customer service personnel and sales staff focused on effective distribution
of  our  products.

Our  Business  Strategy.
-----------------------

We  intend  to  utilize  non-captive sales organizations that call on our target
customers  to  penetrate  the emergency travel assistance markets. To facilitate
the  introduction  of  the emergency travel assistance markets, we intend to use
following  brand  names:  Above  and  Beyond, The One-Call Guaranteed Traveler's
Retrieval  Plan(TM),  HomewardBound(TM),  and  Homelink(TM). We will offer these
brand  names  and  others  to any sales organization that wishes to have its own
dedicated  brand name within a specific market segment. We will continue to seek
control of appropriate names on an as-needed basis. We have not registered these
trade  names in any state or with the U.S. Patent and Trademark Office. These or
similar  trade  names  are  being  used  by  other  parties in related business.
Although  we believe our products and our market are unique enough to permit our
use  of  these same or similar names, there is no guaranty that our use will not
infringe  on the rights of other parties or that we may be prohibited from using
these  names  in  the  future.

To  encourage  sales  organizations  that are selling our products, we will make
available  cooperative  advertising  funds,  which will match those of the sales
organization.  This  should  allow  the  product  distributor  to  maximize  its
advertising  budget.

A  major  source  of  our  new  business  will be conventions.  The association,
corporate,  credit  card,  cruise  ship, insurance, Internet, funeral and travel
industries,  have regular and well-attended conventions dealing with new product
introductions  and  industry  improvements.

We  intend  to build a number of strategic alliances with leaders in each of its
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.

For  select companies, an exclusive license may be appealing.  This should be of
interest  to  credit card companies such as Visa or MasterCard, and cruise lines
like  Carnival  or  Princess.  Maritz,  the industry leader in incentive travel,
would  be a good candidate for an exclusive license.  TIG, Mercer, and Marsh are
all  companies  who package and sell benefits.  Each are excellent prospects for
their  own  exclusive  license  agreement.

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.


                                                                               6
<PAGE>
TransWorld  Benefits,  Inc. purchased the results of over five years of research
on  the  emergency  travel  assistance  market  from  Sevcor  International.  In
addition,  we  have  conducted  additional  research.  This  research  sought to
establish  exclusive  aircraft  networking  and  target  markets  with  existing
distribution  channels.  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.

We  plan  to  research  markets  in  Asia,  particularly Japan (3.5 to 4 million
Japanese  are  visiting  the  United  States  alone, year-round), and in Western
Europe,  where  special travel insurance must be in place for those living under
National  Health  Plans when traveling across borders.  An executive at AIG, one
of the world's largest insurers, estimated their market for our product in Japan
and  Europe  would  be at least 10,000,000 policies annually.  Each country will
require  a  market study, an actuarial analysis, costing of private aircraft and
other products, a ground handling expense study, and competition analysis, which
will  be researched in detail beginning in year two with sales and operations to
begin  in year three.  We may also research the effectiveness of franchising our
services  abroad,  which will include market acceptance studies as well as legal
analysis  of  regulatory  requirements.

Competition.  Below  is  a  chart  showing  the  products  offered  by our known
-----------
competition in the travel industry compared to our products.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
PLAN NAME         TWBI          TRAVELEX          HIGHWAY           ACCESS            ASSIST         TRAVEL-         AIG
                                                    TO              AMERICA           AMERICA         GUARD
                                                  HEALTH
----------------------------------------------------------------------------------------------------------------------------
<S>            <C>          <C>               <C>              <C>                <C>              <C>           <C>
RETURN OF      Private      No                Commercial       Up to              Paid in Full     Assistance    Up to
MORTAL         aircraft     information       Cargo -          $50,000            Commercial       only          $25,000
REMAINS        paid in                        $10,000          Commercial         Cargo                          Commercia
               full up to                     maximum          Cargo                                             l Cargo
               $25,000
----------------------------------------------------------------------------------------------------------------------------
LOCAL          Paid in      No                No               No                 Paid in full     Assistance    No
MORTUARY       full         information                                                            only
SERVICE
----------------------------------------------------------------------------------------------------------------------------
EMERGENCY      Optional     Up to             $        50,000  Up to              Paid in full     $10,000       Up to
EVACUATION     up to        $50,000                            $50,000                                           $25,000
               $50,000
----------------------------------------------------------------------------------------------------------------------------

------------------------------
PLAN NAME          WORLDWI
                  DE ASSIST
------------------------------
<S>            <C>

RETURN OF      Up to
MORTAL         $20,000
REMAINS        Commercial
               Cargo
------------------------------
LOCAL          Paid for
MORTUARY
SERVICE
------------------------------
EMERGENCY      Up to $25,000
EVACUATION
------------------------------


                                                                               7
<PAGE>
----------------------------------------------------------------------------------------------------------------------------
PLAN NAME      TWBI         TRAVELEX          HIGHWAY          ACCESS             ASSIST           TRAVEL-       AIG
                                              TO               AMERICA            AMERICA          GUARD
                                              HEALTH
----------------------------------------------------------------------------------------------------------------------------
EMERGENCY      Optional     Assistance        $20,000          Assistance         Paid in full     Assistance    Assistance
MED SERVICES                only                               only                                only          Only
ASSIST
----------------------------------------------------------------------------------------------------------------------------
MEDICAL        Secondary    $5000 medical     $25,000          Up to              Assistance       $10,000       Up to
BENEFITS       up to        $750 dental       domestic         $10,000            Only                           $30,000
               $2,500                         $100,000          (secondary)
                                              International
                                              (secondary)
----------------------------------------------------------------------------------------------------------------------------
AD & D         $10,000      $10,000           $10,000          Up to              Optional         No            $25,000
BENEFITS                                                       $50,000                             information
----------------------------------------------------------------------------------------------------------------------------
VEHICLE        Paid in      No                Paid for         No                 Optional         Assistance    No
RETURN         full up to                                                                          only
               $2,000
----------------------------------------------------------------------------------------------------------------------------
KIDNAP &       Optional     No                No               No                 Optional         No            No
RANSOM         up to
COVERAGE       $ 5,000,000
----------------------------------------------------------------------------------------------------------------------------
FAMILY         Paid in      1 person after    Child only       1 person           1 person         Assistance    No
MEMBER         full up to   7 days of                          after 7 days       after 7 days     only
TRAVEL         three        hospitalization                    of                 of
               when                                            hospitalization    hospitalization
               available
----------------------------------------------------------------------------------------------------------------------------
CONSULAR,      Paid in      Assistance        No               Assistance         Assistance       Assistance    Assistance
IMMIGRATION &  full         Only                               only               Only             only          Only
CUSTOMS
----------------------------------------------------------------------------------------------------------------------------
BAGGAGE        Optional     Delay - $200      $200             Delay - $200       No               Delay -       Up tp
LOSS/DELAY                  Loss -            secondary        Loss - $1000                        $200          $1,000
                            $1000                                                                  Loss -
                                                                                                   $1000
----------------------------------------------------------------------------------------------------------------------------
TRIP           Optional     Up to $25,000     No               $20,000            No               Trip cost     Up to
CANCELLATION                                                   maximum                                           $1,500
----------------------------------------------------------------------------------------------------------------------------
TRIP           Optional     Up to $500        Up to $1,000     Trip Cost          No               150% trip     Up to
INTERRUPTION/                                                                                      cost          $1,500
DELAY
----------------------------------------------------------------------------------------------------------------------------
LEGAL          Optional     Assistance        No               Assistance         Assistance       Assistance    Assistance
ASSISTANCE                  only                               only               Only             only          Only
----------------------------------------------------------------------------------------------------------------------------
TICKETING      Optional     Assistance        No               Assistance         Assistance       Assistance    Assistance
ASSISTANCE                  only                               only               Only             only          Only
----------------------------------------------------------------------------------------------------------------------------
CASH           Optional     Assistance        Optional         Assistance         For in           Assistance    Assistance
ADVANCE                     only                               only               Hospital         only          Only
----------------------------------------------------------------------------------------------------------------------------
RENTAL CAR     Optional     Optional          Up to            Up to              No               Optional      No
EXPENSE                                       $30,000          $25,000
----------------------------------------------------------------------------------------------------------------------------

------------------------------
PLAN NAME      WORLDWI
               DE ASSIST
------------------------------
EMERGENCY      Assistance
MED SERVICES   Only
ASSIST
------------------------------
MEDICAL        $50,000
BENEFITS           (Secondary)
------------------------------
AD & D         $25,000
BENEFITS
------------------------------
VEHICLE        No
RETURN
------------------------------
KIDNAP &       No
RANSOM
COVERAGE
------------------------------
FAMILY         No
MEMBER
TRAVEL
------------------------------
CONSULAR,      Paid For
IMMIGRATION &
CUSTOMS
------------------------------
BAGGAGE        $200
LOSS/DELAY
------------------------------
TRIP           Optional
CANCELLATION
------------------------------
TRIP           $5,000
INTERRUPTION/
DELAY
------------------------------
LEGAL          Assistance
ASSISTANCE     Only
------------------------------
TICKETING      Assistance
ASSISTANCE     Only
------------------------------
CASH           Assistance
ADVANCE        Only
------------------------------
RENTAL CAR     No
EXPENSE
------------------------------
</TABLE>


                                                                               8
<PAGE>
Below is a chart showing the products offered by our known competition in the
funeral industry compared to our products

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                    TWBI          FORETHOUGHT          FORTIS            HOMESTEADERS           LOWEN           SCI
------------------------------------------------------------------------------------------------------------------------
<S>           <C>               <C>              <C>                 <C>                    <C>             <C>
PLAN NAME     Above &           Assist America   MAP FRE             Assist America         Assist America  MEDEX
              Beyond
------------------------------------------------------------------------------------------------------------------------
REPATRIATION  Private           Commercial - no  Commercial -no      Commercial - no limit  Commercial      Commercial
              aircraft - paid   limit            limit
              in full up to
              $50,000
------------------------------------------------------------------------------------------------------------------------
LOCAL         Paid in full      Paid in full     Paid in full        Paid in full           Paid in full    Paid in full
MORTUARY
SERVICE
------------------------------------------------------------------------------------------------------------------------
PRIVATE       Paid in full up   None             None                None                   None            None
VEHICLE       to $2,000
RETURN
------------------------------------------------------------------------------------------------------------------------
FAMILY        Paid in full up   None             One to              None                   None            None
MEMBER        to three when                      accompany or
TRAVEL        available                          travel to site for
                                                 next of kin to
                                                 return with
                                                 deceased
------------------------------------------------------------------------------------------------------------------------
CONSULAR,     Paid in full      Paid in full     Paid in full        Paid in full           Paid in full    Paid full
CUSTOMS &
IMMIGRATION
SERVICES
------------------------------------------------------------------------------------------------------------------------
</TABLE>

Government  Regulation of Our Proposed Products.  The Federal Aviation Authority
-----------------------------------------------
(FAA) must certify a private executive aircraft for medivac or return of remains
flights.  Certification  requires  that  an  aircraft  have  specific structural
characteristics  and  operations  capabilities.  There  are  a defined number of
aircraft  with  these  attributes.  We  previously  contracted  with  or  are in
negotiation  with  approximately  60%  of  the certified medivac aircraft in the
United  States.

We  do  not  believe  the  sale  of  our  products is governed by any particular
government  regulations  in  the  United  States,  Europe or Asia.  Although our
services  may  be  underwritten  by  an  insurance  company,  we are not selling
insurance.

Government Regulation of Online Commerce.  At this time, we are not aware of any
----------------------------------------
specific  regulation  of  Internet  commerce  that  will materially or adversely
affect  our  Internet  distribution  plan.  To  the  extent  that  we  transmit
unsolicited  email advertisements, we may be prohibited from doing so in certain
states.  We intend to generate any such email solicitations from servers located
in  the  State  of  California,  and  therefore  we  will  have  to  comply with
California's  requirements  for  unsolicited  email  to  California  residents,
including  providing  the  requisite  disclosures  at  the  beginning  of  the
solicitation  and  in  the  subject line of the email, and providing a system to
"opt  out" of future solicitation.  Prior to implementing a nationwide marketing
campaign  over  the  Internet,  we  may  discover additional state regulation of
unsolicited  email.  Federal  regulation  of  Internet commerce is becoming more
likely,  and  our  sales  efforts  through  the  Internet  may be materially and
adversely  affected  by  such  regulations.

Employees.  As  of  August 11, 2003, we employed 5 people.  3 of these employees
---------
work  in  sales  and  marketing;  1 works in product development; and 1 provides
general  administrative  services.  All  5  employees are working full-time.  No
employees  are  represented by a labor union, and we consider our relations with
employees  to  be  good.


                                                                               9
<PAGE>
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.  You may also obtain
more  information  about  our  company  at  www.twbi.com.  We  do  not, however,
maintain a copy of our reports filed with the SEC on our web site, and we do not
believe  it  is  a  current  or  adequate site at this time for our investors to
obtain  information  regarding  their  investment  in  our  company.

     ITEM 2.   DESCRIPTION OF PROPERTY
     ---------------------------------

Facilities.   The  Company's  principal  executive,  administrative  and  office
----------
facility  is located at 18201 Von Karman Avenue, Suite 1170, Irvine, California.
The  facility,  which  is  sub-leased  from  an  unrelated  third  party,  is
approximately   3,875  square  feet.

     ITEM 3.     LEGAL PROCEEDINGS
     -----------------------------

We are represented in this lawsuit by Mr. Marc Reich, MARC G. REICH LAW OFFICES,
4675 Macarthur Court, Suite 550, Newport Beach, CA 92660.  On December 23, 2002,
plaintiff  Tom Clark filed a lawsuit in Superior Court for the County of Orange,
State  of  California,  against  Transworld  Benefits,  Inc. (the "Company") and
others,  entitled  Clark  v.  Seven,  et  al.,  OCSC  Case  No.  02CC18901  (the
"Lawsuit").  The  other  defendants  named  in  the  Lawsuit  are  The  Senna
Corporation,  Charles  Seven  and  Raymond  A.  Lee.    The only cause of action
alleged  against  the Company in the Lawsuit is for breach of contract.  In that
cause  of  action, Mr. Clark alleges that he lent $35,000 to the Company and has
not been repaid.  Mr. Clark alleges that he is entitled to judgment for $45,000,
plus  prejudgment  interest  and  court  costs.  On October 6, 2003, the Company
filed  a  cross-complaint  against  Mr.  Clark  for breach of contract and fraud
alleging  that  Mr. Clark has breached an obligation to pay the Company $500,000
pursuant to a Stock Purchase Agreement between Mr. Clark and the Company.  Trial
is presently set to commence on November 3, 2003, but the trial may be continued
to  a  later  date.  At  the  present  time,  the  Company intends to defend the
complaint and prosecute its cross-complaint.  We believe that Mr. Clark will not
receive  any  recovery  in  the  Lawsuit.  The  Lawsuit  arises out of a dispute
regarding  an  agreement  with  Mr. Clark pursuant to which Mr. Clark was, among
other  things,  to  invest $500,000 in the Company.  While Clark alleges damages
in  the  amount  of $45,000 in the Lawsuit, the Company has cross-claims against
Mr.  Clark  that  vastly  exceed  the  amount  Clark is claiming, offsetting any
recovery  by  Mr.  Clark.


                                                                              10
<PAGE>
                                     PART II

     ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
     ------------------------------------------------------------------

(a)  Our  stock has been quoted on the NASD OTC Bulletin Board since January 15,
2002,  and is currently traded under the symbol TWLO. The table below sets forth
the  OTC  market  quotations, which reflect inter-dealer prices, retail mark-up,
markdown  or  commission  and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>
                                                Market Prices
                      2001-02                   Low       High
                      -------                   ---       ----
<S>                                             <C>       <C>
                      Third quarter             $0.35     $0.53
                      Fourth quarter            $0.18     $0.35
                      2002-03
                      -------
                      First quarter             $0.25     $0.55
                      Second Quarter            $0.10     $0.80
                      Third Quarter             $0.09     $0.46
                      Fourth Quarter            $0.05     $0.30
</TABLE>

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

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

     o    the  bid  and  offer  quotations  for  the  penny  stock;
     o    the  compensation  of  the  broker-dealer  and  its salesperson in the
          transaction;
     o    the  number of shares to which such bid and ask prices apply, or other
          comparable  information  relating  to  the  depth and liquidity of the
          market  for  such  stock;  and
     o    monthly  account  statements  showing  the  market value of each penny
          stock  held  in  the  customer's  account.

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


                                                                              11
<PAGE>
(b) There are approximately 44 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.

(d)  We  authorized a total of 3,568,182 shares of our common stock for issuance
upon  exercise of options or warrants to non-employees under equity compensation
plans  not  approved by  our stockholders, during the fiscal year ended June 30,
2003.

The  following  table  provides  information relating to our equity compensation
plans  as  of  June  30,  2003.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
Plan category              Number of securities to be    Weighted-average exercise      Number of securities
                             issued upon exercise of       price of outstanding       remaining available for
                              outstanding options,         options, warrants and       future issuance under
                               warrants and rights                rights             equity compensation plans
                                                                                       (excluding securities
                                                                                      reflected in column (a))
---------------------------------------------------------------------------------------------------------------
                                       (a)                          (b)                         (c)
---------------------------------------------------------------------------------------------------------------
<S>                        <C>                          <C>                          <C>
Equity compensation plans               -                            -                           -
approved by security
holders
---------------------------------------------------------------------------------------------------------------
Equity compensation plans          3,568,182                      $0.51                          -
not approved by security
holders
---------------------------------------------------------------------------------------------------------------
Total                              3,568,182                      $0.51                          -
---------------------------------------------------------------------------------------------------------------
</TABLE>

Unregistered  Sale  of  Common Stock.  On or about April 26, 2003, we accepted a
------------------------------------
subscription  for the sale of 1,000,000 shares of common stock to an individual,
at  a  price  of  $0.10 per share.  Because the market rate of the stock fell to
$0.05  per  share  during  the  ninety  (90)  day  period  from  the date of the
subscription  agreement,  the  purchase  price  was  adjusted  to $0.05. We have
accepted  a  subscription and are committed to issue a total of 2,000,000 shares
of  common  stock  to this individual for a total purchase price of $100,000. We
received  in  the following amounts on the following dates: (a) $50,000 on April
15,  2003, (b) $10,000 on June 16, 2003, (c) $6,000 on June 25, 2003, (d) $2,000
on  July  1,  2003,  (e)  $20,000 on July 2, 2003, and (f) $12,000 on August 13,
2003.  Prior  to  closing  the  transaction,  we  supplied  information  to this
individual  in compliance with Rule 502(b). We had a prior business relationship
with  this  individual. We did not publish any advertisement, article, notice or
other  communication  intended  for  public distribution regarding our intent to
make  this  offering. The individual represented in writing that the shares were
being  acquired  for  investment  purposes  only  and  not  for  resale, and, in
addition, the certificates representing the securities bear a restrictive legend
in  accordance  with  Rule  144.  There  were no underwriters, and the offer was
closed  on  August  13,  2003,  upon the receipt of a total of $100,000 of gross
proceeds.


     ITEM 6.   MANAGEMENT'S PLAN OF OPERATION
     ----------------------------------------

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

We  have  incurred  losses from operations since our inception, are still in the
development  stage,  and  have  a  working  capital  deficit  of  approximately
$3,035,567  as of June 30, 2003.  These factors, among others, raise substantial
doubt


                                                                              12
<PAGE>
regarding our ability to continue as a going concern. The accompanying financial
statements  do  not  include  any adjustments relating to the recoverability and
classification  of  asset  carrying  amounts or the amount and classification of
liabilities  that  might  result  from the outcome of these uncertainties.  As a
result,  our auditors have included a going concern modification in our June 30,
2003,  audited  financial  statements  included  with  this  report.

Product Description.  A detailed description of our business and products is set
-------------------
forth  in  our description of our business in Item 1, beginning on page 1 above.

General  Goals.
--------------

Bridge  Medical Coverage.  We plan to be a world-wide provider of Bridge Medical
Coverage that will reimburse up to $2,500 of a medical deductible or co-pay. The
policy pays for the costs associated with sickness or injury while traveling 100
miles  or  more  from  home.

Medical  Evacuation  and  Repatriation.  We  plan to be the first company in the
world  that  provides  for the return of remains by contracted private executive
aircraft  as  a  standard  feature.  Not  only  will  our  service  provide this
dignified  and  respectful  service,  but  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.  The  TransWorld solution will provide
privacy  and  convenience  at  a  time  of  need.

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.

Timing  and  Cost  to Go to Market.  Insurance underwriting on our trip products
----------------------------------
and  other  short-term products as well as annual products have a committed from
an  A-rated  insurance  company.  Completion  of  insurance  underwriting on all
products  and  services  are  expected  in  late  November 2003 with underwriter
approval  of all marketing materials, i.e. video tapes, brochures, certificates,
I.D.  cards  and  the  initial  website wherein there guarantee is referenced in
early  December  2003.  Marketing materials will be available at that time, and,
we  intend  to  begin  sales  in  November  2003.

Our  corporate  legal,  insurance  and  auditing  cost  for the six months ended
December  31,  2003,  is  expected  to  be  approximately  $250,000.  Current
liabilities  scheduled  to  be paid through the period ending December 31, 2003,
amount  to  $500,000.  Hardware and software purchases through the period ending
December  31,  2003  are  estimated  at  approximately  $150,000.  General  and
administrative  costs  through  the  period  ending  December  31,  2003 will be
approximately  $200,000.  Sales expenses are estimated at approximately $100,000
through the period ending February 28, 2004.  We estimate our marketing expenses
(video  tapes,  brochures,  advertising)  at  approximately $250,000 through the
period  ending  February 28, 2004.  The total estimated cost to get us to market
through  the  period  ending  March  31,  2004  is  $1,500,000  with  a  $50,000
contingency  for  outside  contractors  and  data  processing  needs.

We  plan  to  obtain  $1,500,000  capital investment from a private placement of
common  stock  or  derivates  thereof,  pursuant  to  an outstanding convertible
debenture  and  warrant  issued  to La Jolla Cove Investors, Inc., as more fully
described  on  pages 7 through 9 of our Form SB-2, filed with the Securities and
Exchange  Commission  on  August  26,  2003,  which  is  hereby  incorporated by
reference,  or  from  other  potential  sources  with  whom  we are currently in
conversations.

We  project  that following our initial phase until we begin receiving operating
revenue  sufficient  to  cover  operating expenses, our monthly expenses will be
approximately  $535,000  per month which includes the cost of sales.  We further
project  our  earnings  and  positive  cash flow to be very strong by the eighth
month,  in  the  amount  of  $500,000  per  month  or  more.


                                                                              13
<PAGE>
Prior  to  reaching  profitability  and  after  the  initial  $1,500,000 capital
investment, we will require additional capital of $3,000,000, which if all prior
liabilities  were  paid  (optional),  would  leave  us  with a projected minimum
positive  cash  flow  of  $437,776  in  month  seven.  The $3,000,000 additional
capital  is  expected  to  come  from  the  factoring  of  a potential strategic
alliance, from the warrant held by La Jolla Cove Investors, Inc., from a private
placement  of  common  stock  or  one  of  two  loan  opportunities.

Should  we  not  meet  our second tier of financing in a timely manner, we would
negotiate extensions of current liabilities to employees and we would reduce our
start-up  marketing  and  advertising  expenses.  Hiring  programs and equipment
purchases would be minimized.  These cuts would allow us to maintain the quality
assets  of  the  company, i.e. its management and unique product position in the
marketplace,  although  revenues  would then be generated very slowly, and could
require  us  to  within 8 to 12 months seek a "takeover" partner from one of the
company's  many  strategic  alliance opportunities in the funeral, insurance and
travel  markets.

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.

Americans  are  traveling  in large numbers for business and pleasure. There are
more  people with more leisure time, with more money, and with more recreational
and  business  opportunities  globally,  than  ever before. Ease of travel makes
these  trips  annually  possible.  We  believe  our unique approach to this vast
market  and  the distribution channels, which service it, will lead to sales and
profitability.  We  believe  we  have the only known in-depth actuarial analysis
ever  done regarding the location of travelers who die, and we have verified our
belief  with  two  reinsurance insurance companies, AIG and CIGNA. This analysis
allowed us to pinpoint costing and insurability, allowing large potential profit
margins.

Markets
-------

The  markets  for TransWorld's Emergency Travel Assistance Program are large and
diverse.  Each  represents  economic  opportunity.  The  primary markets for the
company  are:

  -  Travel

  -  Cruise  Lines

  -  Insurance

  -  Associations

  -  Funeral

  -  Corporations

  -  Credit  Card

  -  Timeshare

  -  Internet

Our  web  site  will  allow  users  the flexibility reviewing and purchasing our
travel service product.

These  are  mature  markets  with  well-established  distribution methods for an
Emergency  Travel  Assistance  Program.  Companies who sell to these markets are
continuously  looking  for unique, high quality products based on discussions on
all  levels  of management within those markets.  Their sales force of thousands
of  representatives will expedite our acceptance and penetration in these target
markets.


                                                                              14
<PAGE>
For example, the cruise ship industry has a number of sick, injured and deceased
people  on  cruises  each month. Our product would allow them to deal with these
potential  public  relations  nightmares in a proactive manner. By including the
very  affordable  TransWorld  Emergency  Travel  Assistance Program, at $8 for 7
days,  $10  for  15  days,  or $15 for 30 days in the cost of a cruise, industry
leaders  could  have  a  dignified, professional and affordable solution to this
problem.

Another  target  market,  the  funeral  industry  provides  large  distribution
opportunities  for  our  products  and  services.  One  of the most promoted and
profitable  product  sold  by  the  funeral industry is pre-need insurance. This
allows a family to purchase insurance covering the cost of a funeral years ahead
of  their  anticipated need. The TransWorld Benefits Emergency Travel Assistance
Program,  when  added  to  an  existing pre-need marketing program, provides the
funeral  industry  with  an  effective  sales  tool  and  profit  center.

 To  achieve  or exceed our projected sales and profit objectives, we believe we
will  require target market penetrations of less than 1% in year one, 5% in year
two,  and  10%  in  year  three,  excluding  all  Internet  sales.

FUNERAL INDUSTRY - US News and World Report indicated in an article published in
1998  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 millions of pre-need funeral insurance policies
and trusts 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.

INSURANCE  INDUSTRY  -  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  our  products.

Our products will be sold as an add-on, and / or as additional employee benefits
coverage  sold  directly  to  risk  managers,  human  resource  departments, and
internal  travel  and  /  or  trade association operations within corporations.

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.  Our  company,  with  its  40% travel agent
commission  structure,  is  a  significant  potential  source of new revenue for
travel  agencies,  wholesalers,  and  travel  packagers.

There  are  a  number  of  travel  industry firms which develop wholesale travel
packages  to  be sold through captive and independent travel agents. The primary
travel  package providers are API, Travcoa, and Abercrombie and Kent. Two of the
largest United States travel agencies are American Express and Carlson. Woodside
Travel  Trust  is  the largest travel consortium in the world, with sales of $20
billion  generated  by  65  partners  and 2,500 offices in the United States. We
expect their endorsement of the Company's product. Woodside Travel Trust has the
potential  to  sell  2,000,000  our  products  per  month.

INTERNET  -  America Online (AOL) has 2,000,000 customers who regularly purchase
airline  tickets  via  the  internet. Microsoft recently began accepting 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 location. Where appropriate, our
web  site  information  will  be  included  on  collateral  materials.

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


                                                                              15
<PAGE>
organization  such  as  an  association, a product like the 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.

CREDIT  CARD  -  This market is a major opportunity for our company. Discussions
have  been  held  with  one  of the major credit card companies about adding our
product  as  a  standard  feature  for  each  cardholder.

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

  -  One  or  more  early  sales  commitments  by  the  end  of month three from
     well-known  corporations  in  the  manufacturing  or  insurance industries.

  -  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.


                                                                              16
<PAGE>
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,  2005.

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.

Liquidity  And  Capital  Resources.
----------------------------------

We had $2,322 in cash at June 30, 2003. We had $3,003,774 in current liabilities
at June 30, 2003.

During the six months ended June 30, 2003, our net cash position increased by
$2,322 from a beginning balance of $0 as of December 31, 2002.  During the six
months ended June 30, 2003, we had a loss from operations of  $1,051,511,
generated no cash flows from investing activities and generated net cash flows
from financing activities of $217,250.  During this period, our operating
activities utilized net cash of $214,928.

Our cash flows from financing activities included $163,750 from the issuance of
a convertible debenture.

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 will have an ongoing need to raise additional capital
to meet working capital requirements in order to fund the growth and development
of  the  business.

Our  forecast  for the period for which our financial resources will be adequate
to  support  our  operations involves risks and uncertainties and actual results
could  fail  as  a  result  of a number of factors.  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 four 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. In addition, if our SB-2
registration  statement  filed  on  August  26, 2003, becomes effective, we will
receive  additional  revenue  from  exercise  of  warrants held by La Jolla Cove
Investors,  Inc.,  but  we  have  been informed by the SEC that our registration
statement  will  be  reviewed  once we amend it to include our audited financial
statements for the fiscal year ended June 30, 2003.  We cannot be certain, when,
if  at  all,  such  registration  statement will be made effective.  If adequate
funds  are  not  available,  we  believe  that  our  officers and directors will
contribute  funds  to pay for our expenses.  Therefore, we have not contemplated
any  plan  of  liquidation  in  the  event  that  we  do  not generate revenues.

     ITEM 7.   FINANCIAL STATEMENTS
     ------------------------------


                                                                              17
<PAGE>



                                                  THINKA WEIGHT-LOSS CORPORATION
                                                   (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                   FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

                                                                            WITH

                                            INDEPENDENT AUDITORS' REPORT THEREON

================================================================================


                                                                              18
<PAGE>


     INDEPENDENT AUDITORS' REPORT
     ----------------------------



Board of Directors and Stockholders
Thinka Weight-Loss Corporation

We  have  audited  the  accompanying  consolidated  balance  sheet  of  Thinka
Weight-Loss  Corporation  (a  development  stage  company)  and its wholly owned
subsidiary  (together,  the  "Company")  as  of  June  30, 2003, and the related
consolidated  statements of operations, stockholders' deficit and cash flows for
the  six  months  ended June 30, 2003, for the years ended December 31, 2002 and
2001 and for the period September 16, 1996 (date of inception) to June 30, 2003.
These  consolidated financial statements are the responsibility of the Company's
management.  Our  responsibility  is to express an opinion on these consolidated
financial  statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the audit to obtain reasonable assurance about whether the consolidated
financial  statements  are  free  of  material  misstatement.  An audit includes
examining,  on  a test basis, evidence supporting the amounts and disclosures in
the  consolidated  financial  statements.  An  audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We believe that our
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 the Company as of
June  30, 2003, and the results of its operations and its cash flows for the six
months  ended  June 30, 2003, for the years ended December 31, 2002 and 2001 and
for  the  period  September  16,  1996  (date of inception) to June 30, 2003, in
conformity with accounting principles generally accepted in the United States of
America.

The  accompanying  consolidated financial statements have been prepared assuming
the  Company  will  continue  as  a  going  concern.  Through June 30, 2003, the
Company  incurred  cumulative  losses  of  $3,501,770, has not yet generated net
sales  revenue and at June 30, 2003 has a working capital deficit of $3,001,452.
Recovery of the Company's assets is dependent upon future events, the outcome of
which  is  indeterminable.  In  addition, successful completion of the Company's
transition,  ultimately, to the attainment of profitable operations is dependent
upon  its obtaining adequate financing to fulfill its development activities and
achieving  a  level  of  sales adequate to support the Company's cost structure.
These  factors,  among  others,  as  discussed  in  Note  1  to the consolidated
financial  statements,  raise  substantial  doubt about the Company's ability to
continue  as a going concern.  Management's plans in regard to these matters are
also  described in Note 1.  The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



                                              CORBIN  &  COMPANY,  LLP

Irvine, California
October 10, 2003


                                                                              19
<PAGE>
<TABLE>
<CAPTION>
                                                         THINKA WEIGHT-LOSS CORPORATION
                                                          (A DEVELOPMENT STAGE COMPANY)

                                                             CONSOLIDATED BALANCE SHEET

=======================================================================================
<S>                                                                     <C>
1.1.1     ASSETS                                                         June 30, 2003
                                                                        ---------------

Cash                                                                    $        2,322
                                                                        ===============

                        LIABILITIES AND STOCKHOLDERS' DEFICIT

    Current liabilities:
       Accounts payable and other accrued expenses                      $      547,442
       Accrued salaries and related                                            429,356
       Accounts payable to related parties                                   1,025,708
       Advances from related parties                                           144,500
       Notes payable                                                            44,500
       Notes payable to a related party                                        154,067
       Accrued liability related to warrants and stock purchase rights         597,727
       Accrued interest on notes payable to a related party                     60,474
                                                                        ---------------

              Total current liabilities                                      3,003,774

    Convertible debenture, net of unamortized debt discount
     of $129,635                                                                34,115
                                                                        ---------------

              Total liabilities                                              3,037,889
                                                                        ---------------

    Commitments and contingencies    Stockholders' deficit:
       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; 20,892,509 shares issued and outstanding                  20,893
       Additional paid-in capital                                              465,310
       Subscription receivable                                                 (20,000)
       Deficit accumulated during the development stage                     (3,501,770)
                                                                        ---------------

              Total stockholders' deficit                                   (3,035,567)
                                                                        ---------------

                                                                        $        2,322
                                                                        ===============
</TABLE>


--------------------------------------------------------------------------------
                                            See independent auditors' report and
                         accompanying notes to consolidated financial statements
                                                                             F-2
<PAGE>
<TABLE>
<CAPTION>
                                                                                     THINKA WEIGHT-LOSS CORPORATION
                                                                                      (A DEVELOPMENT STAGE COMPANY)

                                                                              CONSOLIDATED STATEMENTS OF OPERATIONS

===================================================================================================================

                                                 FOR THE        FOR THE YEAR    FOR THE YEAR      FOR THE PERIOD
                                                SIX MONTHS         ENDED           ENDED        SEPTEMBER 16, 1996
                                              ENDED JUNE 30,    DECEMBER 31,    DECEMBER 31,   (DATE OF INCEPTION)
                                                   2003             2002            2001         TO JUNE 30, 2003
                                             ----------------  --------------  --------------  --------------------
<S>                                          <C>               <C>             <C>             <C>
Revenue                                      $             -   $           -   $           -   $                 -
                                             ----------------  --------------  --------------  --------------------
Operating expenses:
     General and administrative                    1,051,511         659,905         831,673             3,246,121
                                             ----------------  --------------  --------------  --------------------

Loss before other income (expense)                (1,051,511)       (659,905)       (831,673)           (3,246,121)

Other income (expense):
     Other income                                        902               -               -                   902
     Loss on increase in fair value of
        warrants and stock purchase rights
        liabilities                                 (122,217)              -               -              (122,217)
     Interest expense, net                           (47,256)        (15,407)        (15,158)             (134,334)
                                             ----------------  --------------  --------------  --------------------
          Total other expense                       (168,571)        (15,407)        (15,158)             (255,649)
                                             ----------------  --------------  --------------  --------------------

Net loss                                     $    (1,220,082)  $    (675,312)  $    (846,831)  $        (3,501,770)
                                             ================  ==============  ==============  ====================

Net loss available to common stockholders
  per common share:
     Basic and diluted                       $         (0.06)  $       (0.15)  $       (0.19)
                                             ================  ==============  ==============

Weighted average shares outstanding:
     Basic and diluted                            19,038,388       4,500,000       4,388,030
                                             ================  ==============  ==============
</TABLE>


--------------------------------------------------------------------------------
                                            See independent auditors' report and
                         accompanying notes to consolidated financial statements
                                                                             F-3
<PAGE>
<TABLE>
<CAPTION>
                                                                                       THINKA WEIGHT-LOSS CORPORATION
                                                                                        (A DEVELOPMENT STAGE COMPANY)

                                                                     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

                                                                FOR THE PERIOD SEPTEMBER 16, 1996 (DATE OF INCEPTION)
                                                                                                THROUGH JUNE 30, 2003

=====================================================================================================================

                                                                                               Deficit
                                                                                             Accumulated
                                             Common Stock      Additional                    During the
                                          ------------------    Paid-in     Subscriptions    Development
                                           Shares    Amount     Capital      Receivable         Stage        Total
                                          ---------  -------  -----------  ---------------  -------------  ----------
<S>                                       <C>        <C>      <C>          <C>              <C>            <C>
Balance, September 16, 1996                       -  $     -  $         -  $            -   $          -   $       -

Issuance of common stock to founders
    on December 18, 1996 at $0.00124
    per share for notes receivable        4,339,286    4,339        1,061               -              -       5,400

Net loss                                          -        -            -               -        (35,069)    (35,069)
                                          ---------  -------  -----------  ---------------  -------------  ----------

Balance, December 31, 1996                4,339,286    4,339        1,061               -        (35,069)    (29,669)

Net loss                                          -        -            -               -       (227,166)   (227,166)
                                          ---------  -------  -----------  ---------------  -------------  ----------

Balance, December 31, 1997                4,339,286    4,339        1,061               -       (262,235)   (256,835)

Net loss                                          -        -            -               -       (186,467)   (186,467)
                                          ---------  -------  -----------  ---------------  -------------  ----------

Balance, December 31, 1998                4,339,286    4,339        1,061                       (448,702)   (443,302)

Net loss                                          -        -            -               -       (131,265)   (131,265)
                                          ---------  -------  -----------  ---------------  -------------  ----------

Balance, December 31, 1999                4,339,286    4,339        1,061               -       (579,967)   (574,567)

Net loss                                          -        -            -               -       (179,578)   (179,578)
                                          ---------  -------  -----------  ---------------  -------------  ----------

Balance, December 31, 2000                4,339,286    4,339        1,061               -       (759,545)   (754,145)
</TABLE>


--------------------------------------------------------------------------------
                                            See independent auditors' report and
                         accompanying notes to consolidated financial statements
                                                                             F-4
<PAGE>
<TABLE>
<CAPTION>
                                                                                          THINKA WEIGHT-LOSS CORPORATION
                                                                                           (A DEVELOPMENT STAGE COMPANY)

                                                            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - CONTINUED

                                                                   FOR THE PERIOD SEPTEMBER 16, 1996 (DATE OF INCEPTION)
                                                                                                   THROUGH JUNE 30, 2003

========================================================================================================================

                                                                                                 Deficit
                                                                                               Accumulated
                                                  Common Stock     Additional                   During the
                                               ------------------    Paid-in    Subscriptions  Development
                                                 Shares    Amount    Capital     Receivable       Stage         Total
                                               ----------  ------  -----------  -------------  ------------  -----------
<S>                                            <C>         <C>     <C>          <C>            <C>           <C>
Issuance of common stock on                        64,286      64     199,936               -            -      200,000
    July 31, 2001 at $3.11 per share
    for note receivable

Issuance of common stock on
    October 10, 2001 at $3.11 per
    share for cash                                 96,428      97     299,903               -            -      300,000

Net loss                                                -       -           -               -     (846,831)    (846,831)
                                               ----------  ------  -----------  -------------  ------------  -----------

Balance, December 31, 2001                      4,500,000   4,500     500,900               -   (1,606,376)  (1,100,976)

Net loss                                                -       -           -               -     (675,312)    (675,312)
                                               ----------  ------  -----------  -------------  ------------  -----------

Balance, December 31, 2002                      4,500,000   4,500     500,900               -   (2,281,688)  (1,776,288)

Issuance of shares to TWLC in
    recapitalization of the 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               -            -       45,000

Cash payment in April and June 2003 for
    shares committed to be issued to a third
    party at $0.05 per share                    1,320,000   1,320      64,680               -            -       66,000
</TABLE>


--------------------------------------------------------------------------------
                                            See independent auditors' report and
                         accompanying notes to consolidated financial statements
                                                                             F-5
<PAGE>
<TABLE>
<CAPTION>
                                                                                                 THINKA WEIGHT-LOSS CORPORATION
                                                                                                  (A DEVELOPMENT STAGE COMPANY)

                                                                   CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - CONTINUED

                                                                          FOR THE PERIOD SEPTEMBER 16, 1996 (DATE OF INCEPTION)
                                                                                                          THROUGH JUNE 30, 2003

===============================================================================================================================

                                                                                                        Deficit
                                                                                                      Accumulated
                                                   Common     Stock    Additional                     During the
                                                 ----------  -------    Paid-in      Subscriptions    Development
                                                   Shares    Amount     Capital       Receivable         Stage         Total
                                                 ----------  -------  ------------  ---------------  -------------  ------------
<S>                                              <C>         <C>      <C>           <C>              <C>            <C>
Issuance of common stock for subscription
    receivable on June 30, 2003 at $0.147
    per share                                       197,000      197       19,803          (20,000)             -             -

Relative fair value of detachable warrant
    on convertible debenture                              -        -       85,150                -              -        85,150


Estimated value of beneficial conversion
    feature on convertible debenture                      -        -       78,600                -              -        78,600

Reclassification of warrants and stock purchase
    rights liabilities                                    -        -     (165,000)               -              -      (165,000)

Net loss                                                  -        -            -                -     (1,220,082)   (1,220,082)
                                                 ----------  -------  ------------  ---------------  -------------  ------------

Balance, June 30, 2003                           20,892,509  $20,893  $   465,310   $      (20,000)  $ (3,501,770)  $(3,035,567)
                                                 ==========  =======  ============  ===============  =============  ============
</TABLE>


--------------------------------------------------------------------------------
                                            See independent auditors' report and
                         accompanying notes to consolidated financial statements
                                                                             F-6
<PAGE>
<TABLE>
<CAPTION>
                                                                                                  THINKA WEIGHT-LOSS CORPORATION
                                                                                                   (A DEVELOPMENT STAGE COMPANY)

                                                                                           CONSOLIDATED STATEMENTS OF CASH FLOWS

================================================================================================================================

                                                             For The         For The Year    For The Year      For The Period
                                                             -------            Ended           Ended        September 16, 1996
                                                         Six Months Ended    December 31,    December 31,   (Date of Inception)
                                                          June 30, 2003          2002            2001         to June 30, 2003
                                                        ------------------  --------------  --------------  --------------------
<S>                                                     <C>                 <C>             <C>             <C>
Cash flows from operating activities:
  Net loss                                              $      (1,220,082)  $    (675,312)  $    (846,831)  $        (3,501,770)
  Adjustments to reconcile net loss to
    net cash used in operating activities:
      Amortization of deferred financing costs                     34,115               -               -                34,115
      Stock and warrants issued for services                      355,510               -               -               355,510
      Loss on increase in fair value of
        warrants and stock purchase rights liabilities            122,217               -               -               122,217
      Changes in operating assets and
        liabilities, net of effects of merger:
          Rent deposit                                             17,118         (17,118)              -                     -
          Accounts payable and accrued
            expenses                                              343,111         398,289          82,432               827,851
          Accounts payable to related parties                     162,221         153,168         217,807             1,025,708
          Accrued interest on notes payable
            to a related party                                    (29,138)         15,407          15,158                60,474
                                                        ------------------  --------------  --------------  --------------------

  Net cash used in operating activities                          (214,928)       (125,566)       (531,434)           (1,075,895)
                                                        ------------------  --------------  --------------  --------------------

Cash flows provided by investing activities:
  Payments received on note receivable
    from a related party                                                -               -         200,000               205,400
                                                        ------------------  --------------  --------------  --------------------

Cash flows from financing activities:
  Proceeds from notes payable                                           -               -               -                44,500
  Proceeds from convertible debenture                             163,750               -               -               163,750
  Proceeds from sale of stock                                      66,000               -         300,000               366,000
  Advances (to) from related parties                              (12,500)        124,000          33,000               144,500
  Proceeds from notes payable to a related party                        -               -               -               154,067
                                                        ------------------  --------------  --------------  --------------------

  Net cash provided by financing activities                       217,250         124,000         333,000               872,817
                                                        ------------------  --------------  --------------  --------------------
</TABLE>


--------------------------------------------------------------------------------
                                            See independent auditors' report and
                         accompanying notes to consolidated financial statements
                                                                             F-7
<PAGE>
<TABLE>
<CAPTION>
                                                                                                  THINKA WEIGHT-LOSS CORPORATION
                                                                                                   (A DEVELOPMENT STAGE COMPANY)

                                                                               CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

================================================================================================================================

                                                             For The         For The Year    For The Year      For The Period
                                                             -------            Ended           Ended        September 16, 1996
                                                         Six Months Ended    December 31,    December 31,   (Date of Inception)
                                                          June 30, 2003          2002            2001         to June 30, 2003
                                                        ------------------  --------------  --------------  --------------------
<S>                                                     <C>                 <C>             <C>             <C>
Net change in cash                                                   2,322          (1,566)          1,566                 2,322

Cash, beginning of period                                                -           1,566               -                     -
                                                        ------------------  --------------  --------------  --------------------

Cash, end of period                                     $            2,322  $            -   $       1,566  $              2,322
                                                        ==================  ==============  ==============  ====================

Supplemental disclosure of cash flow information:
     Cash paid during the period for:
          Interest                                      $           37,948  $            -   $           -  $             37,948
                                                        ==================  ==============  ==============  ====================
          Income taxes                                  $                -  $            -   $           -  $                  -
                                                        ==================  ==============  ==============  ====================
</TABLE>

Supplemental schedule of noncash investing and financing activities:

     On December 18, 1996, the Company issued 4,339,286 shares of common stock
in exchange for a note receivable in the amount of $5,400.

     On July 31, 2001, the Company issued 64,286 shares of common stock in
exchange for a note receivable in the amount of $200,000.

     In connection with the reverse acquisition, the Company assumed $148,947 of
predecessor company liabilities and issued 14,534,600 shares for no
consideration.

     During the six months ended June 30, 2003, the Company issued 197,000
shares of common stock for a subscription receivable of $20,000.

     During the six months ended June 30, 2003, the Company recognized debt
discounts totaling $163,750 related to the convertible debenture.

     During the six months ended June 30, 2003, the Company recognized warrant
liability and corresponding consulting expense of $355,510 related to warrants
and stock purchase rights granted under a consulting agreement with a third
party.


--------------------------------------------------------------------------------
                                            See independent auditors' report and
                         accompanying notes to consolidated financial statements
                                                                             F-8
<PAGE>
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------

Background  and  Organization
-----------------------------

Effective January 30, 2003, Thinka Weight-Loss Corporation ("TWLC") entered into
a  Share  Purchase  Agreement  dated October 4, 2002 ("Purchase Agreement") with
Transworld Benefits, Inc. ("Transworld").  Pursuant to the terms of the Purchase
Agreement,  all  of  the  outstanding  stock  of Transworld was sold to TWLC for
4,500,000  shares  of TWLC's common stock.  Transworld merged with and into TWLC
and  TWLC  continued  as the surviving entity (Transworld and TWLC as a combined
entity  are  referred to as the "Company"). On September 30, 2003, the Company's
stockholders  approved  changing  the name of the Company to Transworld Benefits
International,  Inc.,  which will occur once all the required legal paperwork is
completed.  The  Purchase  Agreement  also  required  that  two  stockholders of
Transworld be given two of the three existing seats on the Board of Directors of
the  Company.  In addition, the majority stockholders of Transworld entered into
an  option with a stockholder of TWLC to purchase an additional 5,300,000 shares
of the Company's outstanding common stock from one of TWLC's stockholders, which
expired  unexercised  on  September  21,  2003.

As the stockholders of Transworld exercised control of the combined entity after
the  completion  of  the  merger,  the  transaction  has been accounted for as a
"reverse  acquisition."  Under  reverse  acquisition  accounting,  Transworld is
considered  the  accounting  acquiror  and  TWLC  is  considered  the accounting
acquiree, and the 14,534,600 shares of TWLC common stock outstanding at the date
of  the  transaction  are  considered issued to stockholders of the Company in a
recapitalization  of  the  Company.  In  connection  with  the  transaction, the
Company  agreed  to  assume  certain liabilities of TWLC totaling $148,947; as a
result,  the  net  value  of  the  shares  recorded  by  the  Company  for  the
recapitalization  was  $(148,947).  The  historical  financial statements of the
Company  have now become those of Transworld. In addition, the Company agreed to
change  from  its historical December 31 year end to the June 30 fiscal year end
of  TWLC. Therefore, these financials present the six month results through June
30,  2003.

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.

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.


                                                                             F-9
<PAGE>
Going  Concern
--------------

The  accompanying  consolidated  financial  statements  have  been  prepared  in
conformity with accounting principles generally accepted in the United States of
America,  which contemplate continuation of the Company as a going concern.  The
Company  has incurred cumulative losses of $3,501,770 since inception and had no
net  sales revenues during the six months ended June 30, 2003.  In addition, the
Company  has  a cash balance of only $2,322 and has a working capital deficit of
$3,001,452  at  June  30,  2003.  Management  recognizes  that  the Company must
generate  additional  resources  for  the  eventual  achievement  of  sustained
profitable  operations.  The Company's success is dependent upon numerous items,
including  the  successful  development  of  effective  marketing  strategies to
customers  in  a  competitive  market.

Management  believes  that its products will have a significant effect on future
profitability.  Management's  plans  also  include  obtaining additional capital
through  equity  or  debt  financing.  However,  no  assurance can be given that
additional  capital,  if  needed,  will be available when required or upon terms
acceptable  to  the  Company.

These factors, among others, raise substantial doubt about the Company's ability
to  continue  as  a  going  concern.  The  accompanying  consolidated  financial
statements  do  not  include  any adjustments relating to the recoverability and
classification  of  asset  carrying  amounts or the amount and classification of
liabilities  that  might  result  from  the  outcome  of  these  uncertainties.

Use  of  Estimates
------------------

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the United States of America requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and  disclosure of contingent assets and liabilities at the date of
the  financial  statements  and  the  reported  amounts of revenues and expenses
during  the respective reporting period.  Actual results could differ from those
estimates.  Significant  estimates made by management include, among others, the
valuation  allowance  on  deferred  tax  assets.

Fair  Value  of  Financial  Instruments
---------------------------------------

The  carrying values of the Company's financial instruments as of June 30, 2003,
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.

Concentration  of  Credit  Risk
-------------------------------

The financial instrument which potentially subjects the Company to concentration
of  credit  risk  is  cash.  The Company maintains cash balances at certain high
quality  financial  institutions,  and  at  times  such  balances may exceed the
Federal  Deposit Insurance Corporation $100,000 insurance limit.  As of June 30,
2003,  there  were  no  uninsured  portions  of  cash.

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.


                                                                            F-10
<PAGE>
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
-------------------------------------------------------------------------------

At  June  30,  2003,  all  of  the  Company's  property  and equipment was fully
depreciated  or  provided  by various related parties at no cost to the Company.

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) has been classified as "accrued liability
related  to warrants and stock purchase rights" on the accompanying consolidated
balance  sheet and measured subsequently at fair value (based on a Black-Scholes
computation), with gains and losses included in the statement of operations. For
the  six months ended June 30, 2003, the Company recorded a loss on the increase
in  the  fair  value  of the accrued liability related to the warrants and stock
purchase  rights  of  $122,217  in  the  accompanying  consolidated statement of
operations.  At  June  30, 2003, the balance of the accrued liability related to
warrants and stock purchase rights was $597,727 in the accompanying consolidated
balance  sheet.

Revenue  Recognition
--------------------

The  Company  anticipates  generating  future  sales  revenue  from sales of its
products.  The  Company will recognize revenue at the time the products are sold
or  services  are  performed  for  customers.

Research  and  Development
--------------------------

Research  and  development costs are charged to operations as they are incurred.
The  Company  did  not  incur  any research and development costs during the six
months  ended  June  30,  2003  and  the years ended December 31, 2002 and 2001.

Stock-Based  Compensation
-------------------------

The  Company  accounts  for  equity  instruments  issued  to  non-employees  in
accordance  with  the  provisions  of  SFAS No. 123, "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  SFAS No. 123, to account for purchase
rights  granted  to  employees under Accounting Principles Board Opinion No. 25,
"Accounting  for  Stock Issued to Employees," as amended.  The Company adopted a
stock  incentive  plan  subsequent  to  June  30,  2003  (see Note 10); thus, no
compensation  expense was recognized in the accompanying consolidated statements
of  operations  for  purchase  rights  issued to employees during the six months
ended  June 30, 2003 and the years ended December 31, 2002 and 2001, as no stock
options  had  been  granted  during  these  periods.


                                                                            F-11
<PAGE>
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
-------------------------------------------------------------------------------

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.  As of June 30, 2003, December 31, 2002 and 2001,
there  were  no potentially dilutive securities that would effect loss per share
if  they  were  to  be  dilutive.

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 in
any  period  presented.

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.

New  Accounting  Pronouncements
-------------------------------

In  November  2002,  the  Financial  Accounting  Standards Board ("FASB") issued
Interpretation  No.  45  ("FIN  45"),  "Guarantor's  Accounting  and  Disclosure
Requirements  for  Guarantees,  Including Indirect Guarantees of Indebtedness of
Others."  FIN  45 elaborates on the disclosures to be made by a guarantor in its
interim  and  annual  financial  statements  about its obligations under certain
guarantees that it has issued. It also clarifies that a guarantor is required to
recognize,  at  the  inception of a guarantee, a liability for the fair value of
the  obligation undertaken in issuing the guarantee. The initial recognition and
initial  measurement  provisions of FIN 45 are applicable on a prospective basis
to  guarantees  issued  or  modified  after  December  31,  2002. The disclosure
requirements  in  FIN  45  are  effective for financial statements of interim or
annual  periods  ending after December 15, 2002 (see the Company's disclosure of
indemnities  and  guarantees  in  Note 9). The adoption of FIN 45 did not have a
material  impact  on  the Company's financial position or results of operations.

In  December  2002,  the  FASB  issued SFAS No. 148, "Accounting for Stock-Based
Compensation  -  Transition  and Disclosure - an amendment of FASB Statement No.
123."  SFAS  No.  148  amends  SFAS  No.  123  to provide alternative methods of
transition  for  a voluntary change to the fair value based method of accounting
for  stock-based  employee  compensation.  In  addition, SFAS No. 148 amends the
disclosure requirements of SFAS No. 123 to require prominent disclosures in both
annual  and  interim  financial  statements  about  the method of accounting for
stock-based  employee compensation and the effect of the method used on reported
results.  The  transition  guidance and annual disclosure provisions of SFAS No.
148  are effective for financial statements issued for fiscal years ending after
December  15,  2002.  The  interim  disclosure  provisions  are  effective  for
financial  reports  containing


                                                                            F-12
<PAGE>
NOTE  1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
--------------------------------------------------------------------------------

financial statements for interim periods beginning after December 15, 2002.  The
Company  has  applied  the  disclosure  provisions  in  SFAS  No.  148  in  its
consolidated  financial  statements  and  the  accompanying  notes.

In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments  with  Characteristics of Both Liabilities and Equity." SFAS No. 150
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments  with characteristics of both liabilities and equity.  It
requires that an issuer classify a financial instrument that is within its scope
as  a  liability (or an asset in some circumstances).  SFAS No. 150 is effective
for  financial  instruments  entered  into  or  modified after May 31, 2003, and
otherwise  is  effective  at the beginning of the first interim period beginning
after June 15, 2003.  It is to be implemented by reporting the cumulative effect
of  a change in an accounting principle for financial instruments created before
the  issuance  date  of  SFAS No. 150 and still existing at the beginning of the
interim  period of adoption.  Restatement is not permitted. The Company does not
expect  the  adoption of SFAS No. 150 to have a material impact on its financial
position,  cash  flows  or  results  of  operations.

NOTE 2 - NOTES PAYABLE
----------------------

The Company has received non-interest bearing, unsecured advances from unrelated
parties  that  are  due on demand.  The total outstanding balance of these notes
payable  is  $44,500  as  of  June  30,  2003.

NOTE 3 - RELATED PARTY TRANSACTIONS
-----------------------------------

Note  Receivable  From  Related  Party
--------------------------------------

In 2001, the Company entered into an unsecured note receivable for $200,000 with
a  related party pursuant to a purchase of 64,286 shares of the Company's common
stock  (see  Note  5).  The  note  had  an  interest  rate  of 8% per annum. The
principal  balance  and accrued and unpaid interest was due on demand. The total
outstanding  balance  on the note of $200,000 was paid in full during 2001.  Due
to  the  short  duration  of  the  note, the Company relinquished the immaterial
amount  of  interest  income.

Convertible  Note  Payable  to  a  Related  Party
-------------------------------------------------

In  1999, the Company entered into a convertible promissory note with one of the
Company's  stockholders  for  an  initial  principal  amount  of $1,500, bearing
interest at 8% per annum.  Based on the terms of the note, and upon request from
the  Company, the lender could, at its discretion, advance additional amounts of
principal.  The  principal  balance  and accrued and unpaid interest were due on
demand.  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 of
$550,787 to accounts payable to related parties in the accompanying consolidated
balance  sheet.  As  a  result,  no  interest  expense  has been recorded in the
accompanying  consolidated  financial  statements.

Notes  Payable  to  a  Related  Party
-------------------------------------

In  prior years, the Company entered into unsecured promissory notes with one of
the  Company's  officers  which  bear  interest  at 10% per annum and are due on
demand.  The principal balance on the notes is $154,067 as of June 30, 2003, and
the  accrued  interest payable is $60,474 as of June 30, 2003.  The Company paid
interest  of  $36,820  related to the notes during the six months ended June 30,
2003,  and  recorded interest expense of $7,682, $15,407 and $15,158 for the six
months  ended June 30, 2003, and for the years ended December 31, 2002 and 2001,
respectively.


                                                                            F-13
<PAGE>
NOTE 3 - RELATED PARTY TRANSACTIONS, CONTINUED
----------------------------------------------

Advances from Related Parties
-----------------------------

During  2002  and  2001,  the Company received advances of $124,000 and $33,000,
respectively, from one of its stockholders and other related parties to fund its
operating expenses.  During the six months ended June 30, 2003, the Company made
payments  of  $12,500  towards  these  advances.  The  advances are non-interest
bearing  and are due on demand.  As of June 30, 2003, the outstanding balance of
the  advances  was  $144,500.

Other Expenses
--------------

The  accounts  payable  to  related parties balance of $1,025,708 as of June 30,
2003  represents accruals for consulting services and general and administrative
expenses  payable  to  various  related parties, including consultants, officers
and/or  stockholders  of  the  Company.  The  Company  recorded  general  and
administrative expenses of approximately $205,000, $196,000 and $279,000 related
to  these  related parties for the six months ended June 30, 2003, and the years
ended  December  31,  2002  and  2001,  respectively.

NOTE 4 - CONVERTIBLE DEBENTURE
------------------------------

On  January 29, 2003 (as amended on August 14, 2003 to clarify the intent of the
parties),  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 is due on January 29, 2005.
On  January  30,  2003, the Company received $163,750 of the principal amount of
the Convertible Debenture.  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  expires  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 are
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 (as
defined  in  the  debenture  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 of $136,250.  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  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 $78,600.  This amount has been recorded as a
debt  discount  and  is being amortized as interest expense over the life of the
Convertible Debenture.  The warrants issued to La Jolla of $85,150 were recorded
based  on the relative fair value of the debt and warrants (computed pursuant to
the  Black Scholes pricing model under SFAS No. 123) as a debt discount and will
be  amortized  as  interest  expense  over the remaining life of the Convertible
Debenture.  Total  interest  expense  related  to  the  amortization of the debt
discounts  was  $34,115  for  the  six  months  ended  June  30,  2003.


                                                                            F-14
<PAGE>
NOTE 5 - STOCKHOLDERS' EQUITY
-----------------------------

Preferred  Stock
----------------

On September 30, 2003, the Company's stockholders authorized the amending of the
Articles of Incorporation to allow for the issuance of up to 5,000,000 shares of
$0.001 par value preferred stock.  Shares of preferred stock may be issued in
one or more classes or series at such time the Board of Directors determine.  As
of October 10, 2003, 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
-------------

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 TWLC in
exchange for 4,500,000 shares of TWLC 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.

During  the  year  ended  December 31, 2001, the Company issued 64,286 shares of
restricted  common stock to a related party at $3.11 per share (which represents
management's  estimated  fair  market  value  of its common stock on the date of
issuance, as approved by the Board of Directors), for which the Company received
a promissory note in the principal amount of $200,000 (see Note 3).

During  the  year  ended  December  31,  2001, the Company sold 96,428 shares of
common stock at $3.11 per share to related parties for $300,000 in cash.

On  January  30,  2003,  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  agrees  to purchase
1,000,000  shares  of  the  Company's  common  stock  at  $0.10 per share for an
aggregate subscription amount of $100,000.  In the event that during the 90 days
following  the  closing  date, the closing trading 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 reported closing trading price over the said 90 day
period,  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 committed to be issued by
the  Company  (as  adjusted)  to  this  investor.  Through October 10, 2003, the
Company  received  total  cash of $100,000 from this investor and the Company is
committed to issue 2,000,000 shares (as adjusted) of its common stock under this
Subscription  Agreement,  which  is  the final number of shares since the 90-day
adjustment  period  has  passed.


                                                                            F-15
<PAGE>
NOTE  5  -  STOCKHOLDERS'  EQUITY,  CONTINUED
---------------------------------------------

During  the  six  months  ended  June  30,  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;  and
     v)   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 (or $0.13 per share, which
was  the  estimated 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.  During the six months
ended June 30, 2003, the Company also issued 197,000 shares of registered common
stock  to  the  third  party  for  a subscription receivable, valued at $20,000,
pursuant  to  the right to purchase up to $300,000 of the Company's common stock
at  a  30%  discount.  The  Company  received  the  payment for the subscription
receivable  of  $20,000  subsequent  to  June  30,  2003.

     During  the  six  month  period  ended  June 30, 2003, the Company recorded
$310,510  of  consulting  expense in the accompanying consolidated statements of
operations  (and a corresponding amount to accrued liability related to warrants
and  stock  purchase  rights),  which  is the estimated value of the warrant and
purchase  rights using the Black-Scholes option pricing model on the date of the
Engagement  Agreement.

NOTE  6  -  LEASES
------------------

The  Company leases one of its office facilities from a related party.  The rent
expense  paid  to  the related party was $16,612, $20,900 and $20,100 during the
six  months ended June 30, 2003, and the years ended December 31, 2002 and 2001,
respectively,  and  is  included  in  general and administrative expenses in the
accompanying  consolidated  statements  of  operations.

Beginning  in  October  2002,  the  Company leases a facility under an operating
sub-lease  agreement  with  a  third  party  expiring  in March 2005.  Under the
sub-lease,  the  Company  pays  $8,559  per month through December 31, 2003, and
$8,947  per  month  thereafter.  The  total  amount  of  rent  paid  (including
related-party  rent  expense) during the six months ended June 30, 2003, and the
years  ended  December  31,  2002  and  2001  was  $67,967, $46,578 and $20,100,
respectively,  and  is  included  in  general and administrative expenses in the
accompanying  consolidated  statements  of  operations.

The  future minimum annual lease payments under this sub-lease agreement at June
30,  2003  are  as  follows:

<TABLE>
<CAPTION>
               YEARS ENDING
                  JUNE 30,
           --------------------
<S>                                               <C>
                  2004                            $     105,036
                  2005                                   80,521
                                                  -------------

                                                  $     185,557
                                                  =============
</TABLE>


                                                                            F-16
<PAGE>
NOTE  7  -  INCOME  TAXES
-------------------------

As  the Company incurred net operating losses through June 30, 2003, the Company
has  not  recorded any provision for income taxes for the periods presented.  At
June  30,  2003,  the  Company  had  approximately  $3,502,000  and  $2,690,000,
respectively,  of  federal and California state net operating loss carryforwards
for  tax  reporting  purposes available to offset future taxable income; federal
and  state  carryforwards  expire through 2023 and 2010, 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. Events
which  may  cause  limitations  in  the  amount of net operating losses that the
Company  may  utilize  in  any  one  year  include,  but  are  not limited to, a
cumulative ownership change of more than 50 percent over a three-year period. At
June  30,  2003,  the  effect  of  such  limitation, if applicable, has not been
determined.

Deferred  tax  assets  consist primarily of the tax effect of net operating loss
carryforwards.  The  Company  has  provided  a  full  valuation allowance on the
deferred  tax  assets  because  of the uncertainty regarding realizability.  The
valuation  allowance  increased  approximately  $486,000,  $269,000 and $337,000
during the six months ended June 30, 2003, and the years ended December 31, 2002
and  2001,  respectively.

<TABLE>
<CAPTION>
Deferred tax assets consist of the following at June 30, 2003:

<S>                                                                <C>
     Deferred tax assets:
          Net operating loss carryforwards                         $ 1,375,000
          Less valuation allowance                                  (1,375,000)
                                                                   ------------

                                                                   $         -
                                                                   ============
</TABLE>


A  reconciliation  of income taxes computed at the federal statutory rate of 34%
to  the  provision  for income taxes is as follows for the six months ended June
30,  2003,  and  the  years  ended  December  31,  2002  and  2001:

<TABLE>
<CAPTION>
                                                  JUNE 30, 2003    DECEMBER 31,    DECEMBER 31,
                                                                       2002            2001
<S>                                              <C>              <C>             <C>
Computed benefit at federal statutory rate       $     (415,000)  $    (230,000)  $    (288,000)
State income tax benefit, net of federal effect  $      (71,000)  $     (39,000)  $     (49,000)
Increase in valuation allowance                         486,000         269,000         337,000
                                                 ---------------  --------------  --------------
                                                 $            -   $           -   $           -
                                                 ===============  ==============  ==============
</TABLE>


                                                                            F-17
<PAGE>
NOTE 8 - BASIC AND DILUTED LOSS PER COMMON SHARE
------------------------------------------------

The  following  is  a  reconciliation  of the numerators and denominators of the
basic  and  diluted  loss per common share computations for the six months ended
June  30,  2003,  and  the  years  ended  December  31,  2002  and  2001:

<TABLE>
<CAPTION>
                                                          DECEMBER 31,    DECEMBER 31,
                                         JUNE 30, 2003        2002            2001
                                        ---------------  --------------  --------------
<S>                                     <C>              <C>             <C>
Numerator for basic and diluted loss
  per common share - net loss           $   (1,220,082)  $    (675,312)  $    (846,831)
                                        ===============  ==============  ==============

Denominator for basic and diluted loss
  per common share - weighted average
  shares                                    19,038,388       4,500,000       4,388,030
                                        ===============  ==============  ==============

Basic and diluted loss per common
  share                                 $        (0.06)  $       (0.15)  $       (0.19)
                                        ===============  ==============  ==============
</TABLE>

NOTE 9 - LITIGATION, COMMITMENTS AND CONTINGENCIES
--------------------------------------------------

Employment Agreements
---------------------

During  2000, the Company entered into an employment contract with its President
and  Chief  Executive  Officer.  In addition to annual salary, the contract also
provides  for  annual bonuses based on the Company's gross sales.  This contract
was  amended  in  October 2002 to provide for commissions equal to 10 percent of
the  adjusted  gross  sales  of  the  Company  to  certain  associations.

During  2001,  the Company entered into another employment contract with another
of  its  officers.

During  2002,  the Company entered into employment contracts with two management
employees. The contracts provide for advance salaries against future commissions
as  specified  in  the  agreement.  In  the event of employment termination, any
outstanding  balance  of  the  advances must be repaid by the employee, within 7
days  of  such  termination.

The  above contracts provide for a combined annual salary of $465,000 and expire
in  various  periods  from  May  2005  through  September  2005.

Royalty Agreement
-----------------

In  1999,  the  Company  entered  into  a  Settlement Agreement and Release (the
"Royalty Agreement") with an unrelated party based on which the Company will pay
a royalty in the amount of 1% of future gross sales of repatriation products and
services  for  a  period  of  seven  years  commencing  with  the  date of first
repatriation  sale.  The royalty payments will be paid as follows: a) payment of
$5,000  made  in  2000,  b) payment of $45,000 within 15 days after a receipt of
investment  funds or entering into financing agreement to start the repatriation
business, and c) a monthly payment of 1% of repatriation sales for the remainder
of  the royalty period after the cumulative repatriation sales reach $5 million.
The  Royalty  Agreement  contains certain provisions for royalty payments if the
repatriation  business is sold or transferred to a third party.  The Company did
not  accrue  or  pay  any  royalty payments during the six months ended June 30,
2003,  and  the  years  ended  December  31,  2002 and 2001 as none of the above
conditions  have  been  met.

Litigation
----------

On December 23, 2002, an individual filed a lawsuit against Transworld and other
related parties (the "Lawsuit").  The Company's management believes the Lawsuit,
which alleges causes of action for breach of contract, fraud,


                                                                            F-18
<PAGE>
NOTE 9 - LITIGATION, COMMITMENTS AND CONTINGENCIES, CONTINUED
-------------------------------------------------------------

interference  with contractual relations and breach of fiduciary duty, is wholly
frivolous and without merit.  While the Lawsuit alleges damages in the amount of
$45,000,  the  Company filed a cross-complaint against the individual for breach
of  contract  and  fraud, which exceeds the amount he is claiming.  The trial is
presently set to commence on November 3, 2003.  At the present time, the Company
intends  to  defend  the  complaint  and  prosecute  its cross-complaint and the
Company believes that the disposition of this dispute should not have a material
adverse  affect  upon the Company's financial position, results of operations or
cash  flows.

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

Indemnities and Guarantees
--------------------------

During  the  normal course of business, the Company has made certain indemnities
and  guarantees  under  which it may be required to make payments in relation to
certain  transactions.  These  indemnities  include  certain agreements with the
Company's  officers,  under  which the Company may be required to indemnify such
person  for  liabilities  arising  out  of  their  employment relationship.  The
duration  of  these  indemnities and guarantees varies and, in certain cases, is
indefinite.  The majority of these indemnities and guarantees do not provide for
any  limitation  of  the  maximum potential future payments the Company could be
obligated  to  make.  Historically,  the  Company has not been obligated to make
significant payments for these obligations and no liabilities have been recorded
for  these  indemnities  and guarantees in the accompanying consolidated balance
sheet.

NOTE 10 - SUBSEQUENT EVENTS
---------------------------

Subsequent  to June 30, 2003, the Company received the remaining cash investment
of  $34,000 from an investor and the Company is committed to issue an additional
680,000  shares  of its common stock pursuant to the Subscription Agreement (see
Note  5).

Subsequent to June 30, 2003, the Company issued 1,500,000 shares of common stock
valued  at  $67,500  (or  $0.045  per share, which was the estimated fair market
value  of  the  common  stock on the date the shares were earned) for consulting
services.

Subsequent  to June 30, 2003, pursuant to the terms of the Engagement Agreement,
the Company issued 391,095 shares of common stock for cash of $28,000 related to
the  stock  purchase rights and 288,114 shares of common stock valued at $20,000
(or  $0.069  per  share, which was the estimated fair market value of the common
stock  on  the  dates the shares were issued) for consulting fees related to the
monthly  retainer  (see  Note  5).

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.

In July 2003, the Company issued 2,693,651 registered shares of its common stock
valued  at  $673,413  (or  $0.25 per share) under the 2003 Plan to employees and
consultants  for  settlement of approximately two-thirds of the accrued salaries
and  consulting fees outstanding as of June 30, 2003. The settlement will result
in  recognizing a gain on settlement of accounts payable and accrued expenses of
approximately  $202,000,  which  will be recorded subsequent to June 30, 2003 in
other  income in the consolidated statement of operations. The Company agreed to
settle  the  remaining  one-third  of  the  outstanding  balance  owed  to these
employees  and  consultant in restricted shares.  Currently, the Company has not
issued  the  restricted  shares  to  the  employees  and  consultants.


                                                                            F-19
<PAGE>
NOTE 11 - TRANSITION PERIOD COMPARATIVE DATA
--------------------------------------------

The  following  table  presents  certain financial information for the six-month
period ended June 30, 2003 and 2002, respectively:

<TABLE>
<CAPTION>
                                Six-Months Ended    Six-Months Ended
                                June 30, 2003       June 30, 2002
                                ------------------  -----------------
                                                      (Unaudited)
<S>                             <C>                 <C>
Revenue                         $               0   $              0
Loss from operations                   (1,051,511)          (331,730)
Net Loss                               (1,220,082)          (339,433)
</TABLE>


                                                                            F-20
<PAGE>

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

     a)   Effective  as  of February 28, 2003, we terminated the services of our
principal  independent auditor, Morgan & Company Chartered Accountants, P.O. Box
10007 Pacific Centre, Suite 1488 - 700 West Georgia St., Vancouver BC Canada V7Y
1A1  (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
principals.

          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  principals  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
June  23,  2003, to act as an independent accountant to audit both our financial
records  and  that of our subsidiary, Sequiam Software, Inc., upon which we will
rely  in  reports  filed  with  the Securities and Exchange Commission.  Our new
accountant  is  Corbin  &  Co.,  2603 Main Street, Suite 600, Irvine, California
92614-4259,  telephone  number  949-756-2120,  fax  949-756-9110  (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 nor
advice  was  provided  to  us that the New Accountant concluded was an important
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)).

     ITEM 8A.  CONTROLS AND PROCEDURES
     ---------------------------------

We  have  no  formal  controls  and  procedures.  Our  principal  executive  and
financial  officers  are  involved in all day to day management and operation of
our  business,  and  our  Chief  Executive Officer is responsible for making all
public  disclosures  of material, non-public information.  Each of the principal
executive officer and principal financial officer reviews all information in the
periodic  reports  filed  with  the Securities and Exchange Commission and works
with  company's  corporate counsel regarding the content of public disclosure of
material,  non-public  information through press releases and the filing of Form
8-Ks  with  the Securities and Exchange Commission.  We obtain the advice of our
outside  legal  counsel when discussing potential, material transactions such as
potential  sales  and capital investment.  On the first Tuesday of each quarter,
our  Principal  Financial  Officer  and  our  Senior  Vice  President review our
controls and procedures to evaluate their effectiveness.  Because we do not have
revenue from operations and our company is relatively small, we believe that our
informal  controls  and  procedures  are  effective  as of the end of the fiscal
period  ended  June  30,  2003.


                                                                              38
<PAGE>
     ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
     -----------------------------------------------------------------------
               COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
               -------------------------------------------------

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

<TABLE>
<CAPTION>
NAME              AGE  POSITIONS
----              ---  ---------
<S>               <C>  <C>
Charles C. Seven   59  Chairman, Director, Chief Executive Officer, and President

Keith Romine       77  Director, Controller-Treasurer and Secretary

Ronald Robertson   55  Senior Vice President
</TABLE>

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  and  President  until September 30, 2005, 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 TransWorld Benefits,
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 1992 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 1966.

Keith  Romine  will  serve  as  a  Director  until  the  next  annual meeting of
-------------
stockholders.  He  will  also  serve  as  our Controller-Treasurer and Secretary
until  September  30, 2005, and thereafter for successive one-year renewal terms
unless terminated by either Mr. Romine or our Board of Directors.  As Treasurer,
he  will  be  the  principal  financial  officer  for  our  company.

Mr.  Romine  has  served  as the Secretary and Treasurer of TransWorld Benefits,
Inc. since its inception in 1996.  Mr. Romine also serves 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  will  serve  as  a Senior Vice President, until September 30,
-----------------
2005,  and thereafter for successive one-year renewal terms unless terminated by
either  Mr.  Robertson  or  our Board of Directors.  Mr. Robertson has served as
Senior Vice President of TransWorld Benefits, Inc. since September 15, 2001.


                                                                              39
<PAGE>
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.

We do not have a separately-designated standing audit committee, and therefore,
our entire 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.

<TABLE>
<CAPTION>
Name                        Form Type              Number of time failed to file
----                        ---------              -----------------------------
<S>                         <C>                    <C>

William Iny                 Form 3                 1
                            Form 4                 1
                            Form 5                 1

Charles Seven               Schedule 13D           1
                            Form 4                 1
                            Form 5                 1

Keith Romine                Form 4                 1
                            Form 5                 1

Ronald Robertson            Form 4                 1
                            Form 5                 1
</TABLE>

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 (4 employees), 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.


                                                                              40
<PAGE>
     ITEM 10.  EXECUTIVE COMPENSATION
     --------------------------------

The  following table sets forth in summary form the compensation received by the
person  serving as our Chief Executive Officer during the fiscal year ended June
30, 2003, and each of the highest paid executive employees other than CEO during
such  period.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                ANNUAL COMPENSATION              LONG-TERM COMPENSATION
--------------------------------------------------------------------------------------------------------
(a)                  (b)     (c)       (d)        (e)            (f)                (g)
--------------------------------------------------------------------------------------------------------
Name and                                          Other Annual   Restricted Stock   Securities
Principal Position   Year    Salary     Bonus     Compensation   Awards             Underlying/ Options
--------------------------------------------------------------------------------------------------------
<S>                  <C>     <C>        <C>       <C>            <C>                <C>
Charles Seven,        2002-  $ 122,500    --           --                 --                 --
CEO & President       2003
--------------------------------------------------------------------------------------------------------
Ronald Robertson,     2002-  $ 120,000  $ 30,000       --                 --                 --
Senior Vice           2003
President
--------------------------------------------------------------------------------------------------------
Keith Romine,         2002-  $  75,000    --           --                 --                 --
Treasurer &           2003
Secretary
--------------------------------------------------------------------------------------------------------
</TABLE>

During the fiscal year ended June 30, 2003, our subsidiary, TransWorld Benefits,
Inc.,  entered  into  employment agreements with each of Charles C. Seven, Keith
Romine  and  Ronald  Robertson.  Mr. Seven's employment agreement relates to his
position  as Chief Executive Officer of TransWorld Benefits, Inc., and calls for
an  annual base salary of $120,000, plus bonus compensation equal to one percent
(1%)  of  TransWorld  Benefits'  total  gross sales, a car allowance of $700 per
month,  and  commission  compensation of 10% of gross sales. As of June 1, 2003,
Chuck's  annual  salary  was  increased  to  $150,000.  Mr.  Romine's employment
agreement  relates  to  his  position  as  Secretary and Treasurer of TransWorld
Benefits,  Inc.  and calls for an annual base salary of $75,000. Mr. Robertson's
agreement  relates to his position as Senior Vice President and Vice President -
Cemetery  and  Funeral  Group of TransWorld and calls for an annual salary based
upon  commissions,  but  in  no event less than $150,000. We intend to amend the
agreements  to  include the duties of Mr. Seven, Mr. Romine and Mr. Robertson to
our  company.

     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 October 10, 2003, 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.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
NAME AND ADDRESS                                AMOUNT AND NATURE      PERCENT
OF BENEFICIAL OWNER                          OF BENEFICIAL OWNERSHIP  OF CLASS
-------------------------------------------------------------------------------
<S>                                          <C>                      <C>
Charles C. Seven
18201 Von Karman Avenue, Suite 1170                       4,815,8661     18.32%
Irvine, California 92612
-------------------------------------------------------------------------------
Keith Romine
18201 Von Karman Avenue, Suite 1170                          336,290      1.28%
Irvine, California 92612
-------------------------------------------------------------------------------
Ronald Robertson
18201 Von Karman Avenue, Suite 1170                          595,322      2.26%
Irvine, California 92612
-------------------------------------------------------------------------------
Farline Venture Corporation and William Iny
Suite 2100 - 1066 West Hastings Street                     5,721,435     21.76%
Vancouver, British Columbia
===============================================================================
All Officers and Directors                                 5,747,478     21.86%
as a Group (3 people).
-------------------------------------------------------------------------------


                                                                              41
<PAGE>
<FN>
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.
</TABLE>

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  43.62%  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 Nevada 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, 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 and
the  other  entities  may  occur  from  time  to  time.

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

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

Pursuant  to  the  employment  agreements  with  TransWorld  Benefits, Inc., Mr.
Charles  C.  Seven,  Mr.  Keith  Romine  and  Mr.  Ronald Robertson will receive
employment  compensation  until  September  2005,  with  provision for automatic
renewals  of  successive  one-year  periods.  We  intend to amend the employment
agreements  to  include the duties of our new officers to our company and rights
to  participate in our stock incentive plan.

As  of  June  30, 2003, we owe Senna Corporation approximately $455,000 for cash
advanced to TransWorld Benefits, Inc. to pay operating expenses.  These advances
were  made  over  the  last  five  years.  No  interest  is  being


                                                                              42
<PAGE>
earned  on  this balance.  Charles C. Seven, together with his immediate family,
own a majority of the beneficial interest of Senna Corporation.

As  of  June 30, 2003, we owe Charles Seven accrued salary and other expenses in
the  amount  of  $420,539.  We  also  owe  Charles  Seven an aggregate principal
balance of $154,067, plus accrued interest of $60,474, on notes payable.

As  of  June  30, 2003, we owe Keith Romine accrued salary and other expenses in
the  amount  of  $233,485.

As  of  June 30, 2003, we owe Ronald Robertson accrued salary and other expenses
in  the  amount  of  $195,871.

As of June 30, 2003, we owe Ryan Seven accrued salary and other expenses in the
amount of $149,851.

     ITEM 13.  EXHIBITS AND REPORTS ON 8-K
     -------------------------------------

<TABLE>
<CAPTION>
(a)  Exhibits
     --------
<C>    <S>
  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)

 10.4  Amendment to Employment Agreement ~ Charles Seven, by and between
       Transworld Benefits, Inc. and Charles C. Seven, dated effective as of October 29, 2002.

 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)


                                                                              43
<PAGE>
 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  Settlement Agreement and Release, dated September 22, 1999, with Skyway
       Home, Inc. (now known as Transworld Benefits, Inc.)

16     Letter from Morgan & Company on Change in Certifying Accountant, will be
       filed as soon as we receive it by an amendment to this report.  We requested such
       letter in writing mailed on February 28, 2003.

23     Auditor's Consent


                                                                              44
<PAGE>
<FN>
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.
</TABLE>

     (b)  Forms 8-K

          Form  8-K/A  filed with the Securities and Exchange Commission on June
          24,  2003,  including the financial statements of Transworld Benefits,
          Inc.

     ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
     ------------------------------------------------

     (a)  We were billed $0 for the fiscal year ended June 30, 2002, and $72,788
for  the  fiscal year ended June 30, 2003, 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 year ended June 30, 2002, and $0 for
the fiscal year ended June 30, 2003, 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 year ended June 30, 2002, and $0 for
the  fiscal  year ended June 30, 2003, for professional services rendered by the
principal  accountant  for  tax  compliance,  tax  advice  and  tax  planning.

     (d)  We were billed $0 for the fiscal year ended June 30, 2002, and $11,500
for  the  fiscal year ended June 30, 2003, 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.


                                                                              45
<PAGE>
In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused  this report to be signed on its behalf by the undersigned thereunto duly
authorized.


THINKA WEIGHT-LOSS CORPORATION

Date:  October 15, 2003

By:  /s/  Charles C. Seven
-----------------------------------------------
Charles C. Seven, President & Chief Executive Officer


By:  /s/  Keith Romine
-----------------------------------------------
Keith Romine, Secretary, Treasurer, Principal Financial officer


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


THINKA  WEIGHT-LOSS  CORPORATION


Date:  October 15, 2003
By:  /s/  Charles C. Seven
-----------------------------------------------
Charles C. Seven, President & Chief Executive Officer


By:  /s/  Keith Romine
-----------------------------------------------
Keith Romine, Secretary, Treasurer, Principal Financial officer


                                                                              46
<PAGE>