Enviro-serve, Inc. - FORM 10-Q/A

Attached files

file	filename
EX-31.1 - EX 31.1 - Enviro-serve, Inc.	exhibitthirtyoneone.htm
EX-32.1 - EX 32.1 - Enviro-serve, Inc.	exhibitthirtytwoone.htm
EX-31.2 - EX 31.2 - Enviro-serve, Inc.	exhibitthirtyonetwo.htm
EX-32.2 - EX 32.2 - Enviro-serve, Inc.	exhibitthirtytwotwo.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q/A

———————

(Amendment No. 1 to quarterly report for period ended June 30, 2009)

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

For the quarterly period ended: June 30, 2009
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: 000-27131

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

(Exact name of registrant as specified in its charter)

DELAWARE		88-0381258
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation)		Identification No.)

2240 Twelve Oaks Way, Suite 101-1, Wesley Chapel, FL 33544

(Address of Principal Executive Office) (Zip Code)

(813) 388-6891

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

———————

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files): N/A since the registrant is neither required nor permitted to post Interactive Data Files. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer., or a smaller reporting company.

Large accelerated filer	Accelerated filer
Non-accelerated filer	Smaller reporting company		X

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

The registrant has 32,892,975 shares of common stock outstanding at July 14, 2010.

- 1 -

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 which the Registrant previously filed with the Securities and Exchange Commission on August 19, 2009 (the “Original Filing”). The Registrant is filing this Amendment to correct the financial statements included in the Original Filing. Transfer Technology International Corp. determined that patents acquired for stock were not accounted for correctly. The transaction resulted in a $896,232 decrease in beneficial interest expense, a $12,269 reduction in other expense, $11,000 in patent cost capitalized, and a $897,500 reduction in additional paid-in capital. The effects of the restatement adjustments on Transfer Technology International Corp.’s originally reported financial position for the three and six month periods ended June 30, 2009, and year ended December 31, 2008, results of operations and cash flows are summarized in footnote 1 below. Additionally, as part of this restatement, the Company recognized additional previously unrecognized contingencies not previously recorded, which are described in more detail in footnote 1.

Except as set forth above, the Original Filing has not been amended, updated or otherwise modified other than the addition of commitments and contingencies to Note 1 and other minor changes to make the overall filing consistant with the restated financial statements. Other events occurring after the Original Filing or other disclosures required to reflect subsequent events have been addressed in our reports filed with the Securities and Exchange Commission subsequent to the Original Filing.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

- 2 -

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

	Page
Condensed Consolidated Balance Sheets as of June 30, 2009 (unaudited) and December 31, 2008 (audited)	4

Condensed Consolidated Statements of Operations for the six and three months ended June 30, 2009 and 2008 (unaudited)	5

Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2009 and 2008 (unaudited)	6

Notes to Condensed Consolidated Financial Statements	7-28

- 3 -

TRANSFER TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

ASSETS
	Restated			Restated
	June 30,			December 31,
	2009			2008

CURRENT ASSETS
Cash	$	9,573		$	144,641
Other current assets		2,191			2,191
Total current assets		11,764			146,832

FIXED ASSETS
Equipment, net		2,013			2,416

Other assets
Patent		11,000			11,000

TOTAL ASSETS	$	24,777		$	160,248


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable	$	121,660		$	118,765
Accrued expenses		252,226			209,863
Liability for stock to be issued		35,000			3,015
Convertible notes and notes payable		664,500			130,000
Settlement liabilities		266,857			-

Total current liabilities		1,340,243			461,643

Commitments and contingencies

STOCKHOLDERS' DEFICIT
Common stock, par value $.001 per share;
250,000,000 shares authorized in 2009 and 2008
and 27,911,286 and 22,798,024 shares issued and 27,642,975 and 22,598,413 outstanding
at June 30, 2009 and December 31, 2008, respectively		27,911			22,798
Additional paid-in capital		44,743,523			43,702,470
Treasury stock, 268,311 shares and 199,611 shares at June 30, 2009 and December 31, 2008, respectively, at cost		(51,172	)		(37,838	)
Accumulated deficit		(46,035,728	)		(43,988,825	)
Total stockholders' deficit		(1,315,466	)		(301,395	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	24,777		$	160,248

The accompanying notes are an integral part of these condensed consolidated financial statements.

- 4 -

TRANSFER TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2009 AND 2008

	FOR THE SIX MONTHS ENDED						FOR THE THREE MONTHS ENDED
	JUNE 30,						JUNE 30,
	Restated			Restated			Restated			Restated
	2009			2008			2009			2008


REVENUES
Net sales	$	82,977		$	-		$	44,348		$	-
Gross Profit		82,977			-			44,348			-

COSTS AND EXPENSES
Selling, general and administrative		1,668,340			821,564			961,598			588,746
Reserve for doubtful account		20,000			-			-			-
Total costs and expenses		1,688,340			821,564			961,598			588,746

NET LOSS BEFORE OTHER INCOME (LOSS)		(1,605,363	)		(821,564	)		(917,250	)		(588,746	)

OTHER INCOME (LOSS)
Interest income		2			4,554			-			600
Interest expense		(86,107	)		(396,311	)		(26,927	)		(123,540	)
Legal settlement		(302,857	)		-			-			-
Other		(52,578	)		91			(52,578	)		91
Total other income (loss)		(441,540	)		(399,666	)		(79,505	)		(122,849	)

LOSS BEFORE INCOME TAX		(2,046,903	)		(1,213,230	)		(996,755	)		(711,595	)

INCOME TAX		-			-			-			-


NET LOSS	$	(2,046,903	)	$	(1,213,230	)	$	(996,755	)	$	(711,595	)


NET LOSS PER COMMON SHARE - BASIC AND DILUTED	$	(0.08	)	$	(0.11	)	$	(0.04	)	$	(0.05	)


WEIGHTED AVERAGE OUTSTANDING SHARES
OF COMMON STOCK - BASIC AND DILUTED		25,250,595			11,035,320			27,062,298			13,531,207

The accompanying notes are an integral part of these condensed consolidated financial statements.

- 5 -

TRANSFER TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

	Restated			Restated
	2009			2008

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,046,903	)	$	(1,213,230	)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization		404			-
Stock issued to directors and executives compensation		675,541			155,330
Stock issued to employees for compensation		7,200			-
Stock issued to vendors and consultants for compensation		244,652			-
Stock issued to shareholders as inducement for lock up agreement		52,578			-
Interest resulting from beneficial conversion feature of notes payable		24,417			388,329

Changes in Certain Assets and Liabilities
Increase in accounts receivable - other		(20,000	)		-
Increase in reserve for doubtful accounts receivable - other		20,000			-
(Increase) decrease in other current assets		-			(671	)
Increase (decrease) accounts payable		2,895			(15,500	)
Increase in liability for stock to be issued		31,985			-
Increase in settlement liability		266,857			-
Increase (decrease) accrued expenses - net		42,362			(90,373	)

Net cash used in operating activities		(698,012	)		(776,115	)

CASH FLOWS FROM INVESTING ACTIVITIES
Due to related parties		-			-

Net cash used in investing activities		-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuing restricted stock and stock to be issued		45,000			-
Proceeds of treasury stock		(16,556	)		-
Proceeds from convertible notes payable		454,500			311,062
Proceeds from promissory notes		50,000			40,000
Payment of notes payables		-			(66,219	)
Proceeds from bridge loan		30,000			98,000
Proceeds from stock issuances		-			466,139

Net cash provided by financing activities		562,944			848,982

NET INCREASE (DECREASE) IN CASH		(135,068	)		72,867

CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR		144,641			1,915

CASH AND CASH EQUIVALENTS - END OF YEAR	$	9,573		$	74,782

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Issuance of Common Stock for:

Stock issued to executives and directors	$	675,541		$	155,330
Stock issued to employees for compensation	$	7,200		$	-
Stock issued to vendors and consultants	$	244,652		$	-
Stock issued to convert notes payable	$	-		$	429,400

CASH PAID DURING THE YEAR:
Interest expense	$	-		$	7,877

The accompanying notes are an integral part of these condensed consolidated financial statements.

- 6 -

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

Note 1 - Restatement of Financial Statements and Commitments and Contingencies

Restatement of Financial Statements

Transfer Technology International Corp. determined that patents acquired for stock were not accounted for correctly. The transaction resulted in a $896,232 decrease in beneficial interest expense, a $12,269 reduction in other expense, $11,000 in patent cost capitalized, and a $897,500 reduction in additional paid-in capital. The effects of the restatement adjustments on Transfer Technology International Corp.’s originally reported financial position for the three and six month periods ended June 30, 2009, and the year ended December 31, 2008, results of operations and cash flows are summarized below.

Additionally, as part of this restatement, the Company recognized additional previously unrecorded contingencies described in more detail below.

- 7 -

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
June 30, 2009

ASSETS

	Previously Reported 2009			Change			Restated 2009
CURRENT ASSETS
Cash	$	9,573		$	-		$	9,573
Other current assets		2,191			-			2,191
Total current assets		11,764			-			11,764

FIXED ASSETS
Equipment, net		2,013			-			2,013
Other assets
Patent		-			11,000			11,000

TOTAL ASSETS	$	13,777		$	11,000		$	24,777

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable	$	121,660		$	-		$	121,660
Accrued expenses		243,546			8,680			252,226
Liability for stock to be issued		35,000			-			35,000
Convertible notes and notes payable		664,500			-			664,500
Settlement liabilities		-			266,857			266,857

Total current liabilities		1,064,706			275,537			1,340,243

STOCKHOLDERS’ DEFICIT

Common stock, par value $.001 per share; 250,000,000 shares authorized in 2008 and 27,911,286 shares issued and 27,642,975 outstanding at June 30, 2009		27,911			-			27,911
Additional paid-in capital		45,641,022			(897,499	)		44,743,523
Treasury stock, 268,311 shares at June 30, 2009 at cost		(87,172	)		36,000			(51,172	)
Accumulated deficit		(46,632,690	)		596,962			(46,035,728	)

Total stockholders’ deficit		(1,050,929	)		(264,537	)		(1,315,466	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	13,777		$	11,000		$	24,777

- 8 -

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2009

	SIX MONTHS ENDED									THREE MONTHS ENDED
	Previously Reported 2009			Change			Restated 2009			Previously Reported 2009			Change			Restated 2009
REVENUES
Net Sales	$	82,977		$	-		$	82,977		$	44,348			-		$	44,348
Gross Profit		82,977			-			82,977			44,348			-			44,348

COSTS AND EXPENSES
Selling, general and administrative		1,668,340			-			1,668,340			961,598			-			961,598
Reserve for doubtful account		20,000			-			20,000			-			-			-
Total costs and expenses		1,688,340			-			1,688,340			961,598			-			961,598

NET LOSS BEFORE OTHER INCOME (LOSS)		(1,605,363	)		-			(1,605,363	)		(917,250	)		-			(917,250	)

OTHER INCOME (LOSS)
Interest income		2			-			2			-			-			-
Interest expense		(77,427	)		(8,680	)		(86,107	)		(20,417	)		(6,510	)		(26,927	)
Legal settlement		-			(302,857	)		(302,857	)		-			-			-
Other		(52,578	)		-			(52,578	)		(52,578	)		-			(52,578	)
Total other income (loss)		(130,003	)		(311,537	)		(441,540	)		(72,995	)		(6,510	)		(79,505	)

LOSS BEFORE INCOME TAX		(1,735,366	)		(311,537	)		(2,046,903	)		(990,245	)		(6,510	)		(996,755	)

INCOME TAX		-			-			-			-			-			-


NET LOSS	$	(1,735,366	)	$	(311,537	)	$	(2,046,903	)	$	(990,245	)	$	(6,510	)	$	(996,755	)


NET LOSS PER COMMON SHARE – BASIC AND DILUTED	$	(0.07	)	$	(0.01	)	$	(0.08	)	$	(0.04	)	$	(0.00	)	$	(0.04	)


WEIGHTED AVERAGE OUTSTANDING SHARES OF COMMON STOCK – BASIC AND DILUTED		25,250,595			-			25,250,595			27,062,298			-			27,062,298

- 9 -

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2009

	Previously Reported						Restated
	2009			Change			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,735,366	)	$	(311,537	)	$	(2,046,903	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		404			-			404
Stock issued to directors and executives compensation		675,541			-			675,541
Stock issued to employees for compensation		7,200			-			7,200
Stock issued to vendors and consultants for compensation		244,652			-			244,652
Stock issued to shareholders as inducement for lock up agreement		52,578						52,578
Interest resulting from beneficial conversion feature of notes payable		24,417			-			24,417

Changes in Certain Assets and Liabilities
(Increase) in accounts receivable - other		(20,000	)		-			(20,000	)
Increase in reserve for doubtful accounts receivable - other		20,000						20,000
(Increase) in other current assets		-			-			-
Increase (decrease) in accounts payable		2,895			-			2,895
Increase in liability for stock to be issued		31,985			-			31,985
Increase in settlement liability		-			266,857			266,857
Increase accrued expenses - net		33,682			8,680			42,362

Net cash used in operating activities		(662,012	)		(36,000	)		(698,012	)

CASH FLOWS FROM INVESTING ACTIVITIES
Due to related parties		-			-			-

Net cash (used in) investing activities		-			-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuing restricted stock and stock to be issued		45,000			-			45,000
Payments of treasury stock		(52,556	)		36,000			(16,556	)
Proceeds from convertible notes payable		454,500			-			454,500
Proceeds from promissory notes		50,000			-			50,000
Payment of notes payables		-			-			-
Proceeds from bridge loan		30,000			-			30,000
Proceeds from stock issuances		-			-			-

Net cash provided by financing activities		526,944			36,000			562,944

NET INCREASE (DECREASE) IN CASH		(135,068	)		-			(135,068	)

CASH AND CASH EQUIVALENTS – BEGINNING OF YEAR		144,641			-			144,641

CASH AND CASH EQUIVALENTS – END OF YEAR	$	9,573		$	-		$	9,573

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Issuance of Common Stock for:

Stock issued to executives and directors	$	675,541			-		$	675,541
Stock issued to employees for compensation		7,200			-			7,200
Stock issued to vendors and consultants	$	244,652			-		$	244,652
Stock issued to convert notes payable		-			-			-

CASH PAID DURING THE YEAR:
Interest expense	$	-		$	-		$	-

- 10 -

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE SIX AND THREE MONTHS ENDED JUNE 30, 2008

	SIX MONTHS ENDED								THREE MONTHS ENDED
	Previously Reported 2008			Change		Restated 2008			Previously Reported 2008			Change		Restated 2008
REVENUES
Net Sales	$	-		$	-	$	-		$	-			-	$	-
Gross Profit		-			-		-			-			-		-

COSTS AND EXPENSES
Selling, general and administrative		821,564			-		821,564			588,746			-		588,746
Reserve for doubtful account		-			-		-			-			-		-
Total costs and expenses		821,564			-		821,564			588,746			-		588,746

NET LOSS BEFORE OTHER INCOME (LOSS)		(821,564	)		-		(821,564	)		(588,746	)		-		(588,746	)

OTHER INCOME (LOSS)
Interest income		4,554			-		4,554			600			-		600
Interest expense		(1,293,4810	)		897,499		(396,311	)		(1,021,039	)		897,499		(123,540	)
Legal settlement		-			-		-			-			-		-
Other		91			-		91			91			-		91
Total other income (loss)		(1,289,165	)		897,499		(391,666	)		(1,020,348	)		897,449		(122,849	)

LOSS BEFORE INCOME TAX		(2,110,729	)		897,499		(1,213,230	)		(1,609,094	)		897,499		(711,595	)

INCOME TAX		-			-		-			-			-		-


NET LOSS	$	(2,110,729	)	$	897,499	$	(1,213,230	)	$	(1,609,094	)	$	897,499	$	(711,595	)


NET LOSS PER COMMON SHARE – BASIC AND DILUTED	$	(0.19	)	$	0.08	$	(0.11	)	$	(0.12	)	$	0.07	$	(0.05	)


WEIGHTED AVERAGE OUTSTANDING SHARES OF COMMON STOCK – BASIC AND DILUTED		11,035,320			-		11,035,320			13,531,207			-		13,531,207

- 11 -

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2008

	Previously Reported 2008			Change			Restated 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(2,110,729	)	$	897,449		$	(1,213,230	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		-			-			-
Stock issued to directors and executives compensation		155,330			-			155,330
Stock issued to employees for compensation		-			-			-
Stock issued to vendors and consultants for compensation		-			-			-
Stock issued to shareholders as inducement for lock up agreement		-			-			-
Interest resulting from beneficial conversion feature of notes payable		1,285,828			(897,499	)		388,329

Changes in Certain Assets and Liabilities
(Increase) in accounts receivable - other		-			-			-
Increase in reserve for doubtful accounts receivable - other		-			-			-
(Increase) in other current assets		(671	)		-			(671	)
Increase (decrease) in accounts payable		(15,500	)		-			(15,500	)
Increase in liability for stock to be issued		-			-			-
Increase in settlement liability		-			-			-
Increase accrued expenses - net		(90,373	)		-			(90,373	)

Net cash used in operating activities		(776,115	)		-			(776,115	)

CASH FLOWS FROM INVESTING ACTIVITIES
Due to related parties		-			-			-

Net cash (used in) investing activties		-			-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuing restricted stock and stock to be issued		-			-			-
Payments of treasury stock		-			-			-
Proceeds from convertible notes payable		311,062			-			311,062
Proceeds from promissory notes		40,000			-			40,000
Payment of notes payables		(66,219	)		-			(66,219	)
Proceeds from bridge loan		98,000			-			98,000
Proceeds from stock issuances		466,139			-			466,139

Net cash provided by financing activities		848,982			-			848,982

NET INCREASE (DECREASE) IN CASH		72,867			-			72,867

CASH AND CASH EQUIVALENTS – BEGINNING OF YEAR		144,641			-			144,641

CASH AND CASH EQUIVALENTS – END OF YEAR	$	217,508		$	-		$	217,508

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Issuance of Common Stock for:

Stock issued to executives and directors	$	155,330			-		$	155,330
Stock issued to employees for compensation		-			-			-
Stock issued to vendors and consultants	$	-			-		$	-
Stock issued to convert notes payable		429,400			-			429,400

CASH PAID DURING THE YEAR:
Interest expense	$	7,877		$	-		$	7,877

- 12 -

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

Commitments and Contingencies

Settlement with Gary Harrison

In the first quarter of 2009 a dispute arose with Gary Harrison regarding his consulting responsibilities with the Company. In the final settlement, the Company agreed to pay Mr. Harrison $67,857 together with interest that accrues at 8% per annum. The payment came due on January 25, 2010. The Company was unable to make the payment and the parties have agreed upon a six month extension of the payment due date. This amount has been accrued in the accompanying consolidated balance sheet in settlement liabilities.

Default Judgment in favor of Marilyn Simmons

On January 27, 2010, TTIN was sued by Marilyn Simmons who had invested $90,000 with the Company. The suit claimed the investment was not suitable for her and was fraudulent. TTIN disagreed with the claims and believes the suit could have been successfully defended. However, TTIN did not have the money to retain legal counsel to defend the suit and in March, 2010, Simmons obtained a default judgment against TTIN in the amount of $97,786.

On April 9, 2010, TTIN entered into an agreement with Simmons wherein Simmons would stay any execution of the judgment if TTIN would pay her a total of $120,000. TTIN must pay 7% of any money it raises for working capital purposes toward this obligation until paid in full. During any calendar quarter that working capital is not raised, TTIN must pay at least $5,000 from other sources on this obligation. No interest will accrue on the $120,000 and no fees will be added to the $120,000. If TTIN defaults on the agreement, the stay will be lifted and Simmons will be able to execute on the judgment against the assets of TTIN.

Lawsuit by Brown and Goldfarb, LLC

Effective January 1, 2010, the Company entered into an agreement with Brown and Goldfarb, LLC, wherein the Company was granted an exclusive license to sell a therapeutic device for thermally assisted urinary function. On April 28, 2010, the Company was sued by Brown and Goldfarb, LLC in the Circuit Court of the Thirteenth Judicial Circuit, in and for Hillsborough County, Florida, Division K, Case Number 10008285, for failure to pay cash advance fees of $40,000 and issue 250,000 shares of Company common stock required by the Agreement. The parties settled the lawsuit by the Company agreeing to pay $10,000 on June 30, 2010 and $15,000 on July 30, 2010. The Company was unable to make the first payment and as a result, a stipulated judgment for $50,000 was entered against the Company on July 13, 2010.

- 13 -

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

Stock Issuance to shareholder

In January, 2009, SB Investment Trust, a shareholder and related party to the Company transferred free trading shares to a third party. Sometime after that, the Company issued restricted shares to SB Investment Trust to replace the transferred shares to induce SB Investment Trust to transfer the free trading shares to three investor relation firms for services provided to the Company. The Securities and Exchange Commission (“SEC”) takes the position that this type of transaction may violate Section 5 of the Securities Act of 1933.

At the time of the transaction, Company management did not know the stock issuance violated any rule or regulation of the SEC. When informed of the SEC’s position on such matters, management cancelled the stock that had been issued to the SB Investment Trust in 2010. The shares transferred to the three investor relation firms have not been returned.

Purchase of Company Shares

Beginning in 2008 and from time to time, the Company became aware of certain shareholders who wanted to sell their stock. Rather than have large sales in the market that could put downward pressure on the market price, the board of directors approved a plan whereby the Company could purchase those shares if it determined to do so. The plan also allowed the Company to purchase its own shares in the open market. The Company issued a press release on October 2, 2008, discussing the plan and its intent to purchase its own stock from time to time. There were 20 non-market purchases of 1,725,351 common shares in the aggregate at a combined cost of $288,552.47.

A tender offer is a means of buying a substantial portion of the outstanding stock of a company by making an offer to purchase all shares, up to a specified number, tendered by shareholders within a specified period at a fixed price. The Company believes the relatively small number of shares it purchased at individually negotiated prices from a limited number of shareholders does not come under the purpose or the intent of tender offer regulation nor subject it to that regulation.

Default on Buy Back Agreements

In February, 2009, the Company was contacted by three investors requesting the Company buy back their investments. The Company agreed to do so. The combined investment price was $235,000 and was to be paid by the Company over time on monthly payments. The Company was only able to make the first two payments and is now in default on the agreements. One of the investors who was to receive $70,000 has now contacted the Company through his lawyer and is taking the position that he was not given all appropriate rights when he made his investment and is demanding payment in full of the $70,000 plus interest. The Company is adamantly taking the position that the investment was made properly and will defend any legal action if it is brought. However, the Company is in default on the three Buy Back Agreements and is subject to the liability as a result thereof. The Company has accrued for the settlement as of December 31, 2009, in the accompanying Consolidated Balance Sheet.

Claims by Two additional Shareholders

The Company was contracted by an attorney representing two of the Company’s investors on April 30, 2010. The attorney demanded the investments in the Company by the investors totaling $262,000 plus interest be paid by the Company immediately. The $262,000 in investments was comprised of $160,000 in purchases of stock and/or warrants to purchase stock and $102,000 in convertible notes. The attorney maintains the investors were not given all of their rights at the time of the investments. The Company adamantly denies any such claims but is nevertheless under the burden of settling the dispute or potentially defending litigation that may be brought by the investors.

Lawsuit by Margaret Wisniewksi

On December 4, 2008, Margaret Wisniewksi purchased from the Company a One-year Convertible Promissory Note in the amount of $50,000. Mrs. Wisniewksi has now filed suit in the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, State of Florida seeking a return of her investment. The complaint alleges the investment constituted exploitation of a vulnerable adult. The Company plans on fighting the suit.

- 14 -

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

Note 2 - Organization

Transfer Technology International Corp. (the “Company”) was previously known as Inverted Paradigms Corporation (“Inverted Paradigms” or the “Company”) was incorporated in the State of Nevada on December 18, 1997. On September 29, 2003, the Company completed a re-incorporation merger into a Delaware Corporation thus changing the state of incorporation from Nevada to Delaware. The Company is in the process of seeking new technology.

The condensed consolidated unaudited financial statements included herein have been prepared by Transfer Technology International Corporation (the “Company”), formerly Inverted Paradigms Corporation and Subsidiaries without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements be read in conjunction with the December 31, 2008 audited consolidated financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these condensed financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year.

The management of the Company believes that the accompanying unaudited condensed consolidated financial statements contain all adjustments (including normal recurring adjustments) necessary to present fairly the operations, changes in stockholders’ equity (deficit), and cash flows for the periods presented.

Name Change. On September 18, 2007 a majority of the stockholders approved changing the name of the Company from Inverted Paradigms Corporation to Transfer Technology International Corp.

Note 3 - Basis of Presentation – Going Concern

The Company’s consolidated financial statements have been prepared assuming the Company will continue as a going concern. The Company has experienced net losses since February 16, 1999 (date of inception), which losses have caused an accumulated deficit of $46,035,728 as of June 30, 2009 and $43,988,825 as of December 31, 2008. This factor, among others, raises substantial doubt about the Company’s ability to continue as a going concern.

Management has been able, thus far, to finance the losses through a series of private placements and convertible notes payable. The Company is continuing to seek other sources of financing and attempting to explore alternate ways of generating revenues through partnerships with other businesses. Conversely, the seeking of new technology is expected to result in operating losses for the foreseeable future. There are no assurances that the Company will be successful in achieving its goals.

In view of these conditions, the Company’s ability to continue as a going concern is dependent upon its ability to obtain additional financing or capital sources, to meet its financing requirements, and ultimately to achieve profitable operations. Management believes that its current and future plans to raise capital provide an opportunity to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that may be necessary in the event the Company cannot continue as a going concern.

- 15 -

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

Note 4 - Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Transfer Technology International, Corporation and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated in the consolidated financial statements.

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 reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company maintains cash and cash equivalents at financial institutions that are insured by the Federal Insurance Deposit Corporation up to $250,000. At June 30, 2009 and December 31, 2008, The Company’s uninsured cash balances total $0.

Income Taxes

The Company accounts for income taxes utilizing the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enacted date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

In June 2006, The FASB issued interpretation no. 48, Accounting for Uncertainty in Income Taxes- an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes (SFAS 109). This Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company adopted FIN 48 effective January 1, 2007. The adoption of this statement had no impact on the Company's financial position or results of operation.

- 16 -

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

Note 4 - Summary of Significant Accounting Policies (CONTINUED)

Stock-Based Compensation

On January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards No. 123 (revised 2004), "Share-Based Payment" ("SFAS No. 123(R)") which requires that the costs resulting from all share-based payment transactions be recognized in the financial statements at their fair values. The Company adopted SFAS No. 123(R) using the modified prospective application method under which the provisions of SFAS No. 123(R) apply to new awards and to awards modified, repurchased, or cancelled after the adoption date. Additionally, compensation cost for the portion of the awards for which the requisite service has not been rendered that are outstanding as of the adoption date is recognized in the Statement of Operations over the remaining service period after the adoption date based on the award's original estimate of fair value.

On March 17, 2009 The Company filed Form S-8 with the Securities and Exchange Commission. This prospectus relates to the offer and sale of 4,000,000 shares of Transfer Technology International Corp., a Delaware corporation ("Company"), issuable upon the exercise of options issued to employees (“Employees”) and outside consultants ("Outside Consultants") pursuant to the 2009 Stock Option Plan (the "Stock Option Plan") that has been approved by the Company.

Under the Stock Option Plan, two types of options may be issued. The first type are “incentive stock options” as defined in Section 422 of the Internal Revenue Code of 1986, as amended (“ISO’s”). ISO’s can and will be issued to Employees of the Company only.

The second type of options are “non-qualified stock options” (“NQSO’s”). NQSO’s can be issued to Outside Consultants as well as Employees.

The common stock issued pursuant to the exercise of ISO’s and/or NQSO’s, is not subject to any restriction on transferability, except with respect to resale restrictions applicable to shares of our common stock that are delivered to Consultants that are deemed to be our affiliates. Recipients of shares other than persons who are "affiliates" of Company within the meaning of the Securities Act of 1933 (the "Act") may sell all or part of the shares in any way permitted by law, including sales in the over-the-counter market at prices prevailing at the time of such sale. An affiliate is summarily, any director, executive officer or controlling shareholder of the Company or any one of its subsidiaries. An "affiliate" of Company is subject to Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). If a Consultant who is not now an "affiliate" becomes an "affiliate" in the future, he/she would then be subject to Section 16(b) of the Exchange Act. The common stock is listed on the Pink Sheets under the symbol "TTIN".

To date, no ISO’s or NQSO’s have been granted.

Net Loss Per Share Information

Basic and diluted loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the reporting period. The Company’s common stock warrants have been excluded from the diluted loss per share computation since their effect is anti-dilutive.

- 17 -

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

Note 4 - Summary of Significant Accounting Policies (CONTINUED)

Net Loss Per Share Information(continued)

The following is a reconciliation of the computation for basic and diluted EPS:

	June 30, 2009			June 30, 2008
NET LOSS	$	(2,046,903	)	$	(2,110,729	)

WEIGHTED AVERAGE OUTSTANDING SHARES OF COMMON STOCK – BASIC AND DILUTED		25,250,595			11,035,320

For the six months ended June 30, 2009 and 2008 options and warrants were not included in the computation of diluted EPS because inclusion would have been anti-dilutive. Stock options were not included since none have been granted. There were 10,466,076 warrants at June 30, 2009 and 2,207,000 warrants at June 30, 2008.

Fair Value of Financial Instruments

The carrying amount of cash and cash equivalents, loan receivable, accounts payable, and other current liabilities approximate fair value because of the short maturity of those instruments.

Recent Accounting Pronouncements

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and 140.” SFAS No. 155 resolves issues addressed in SFAS No. 133 Implementation Issue No. D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets,” and permits fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives and amends SFAS No. 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of the first fiscal year that began after September 15, 2006. The implementation of this pronouncement had no impact on the Company’s financial position or results of operations. In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140.” SFAS No. 156 requires an entity to recognize a servicing asset or liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract under a transfer of the servicer’s financial assets that meets the requirements for sale accounting, a transfer of the servicer’s financial assets to a qualified special-purpose entity in a guaranteed mortgage securitization in which the transferor retains all of the resulting securities and classifies them as either available-for-sale or trading securities in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities” and an acquisition or assumption of an obligation to service a financial asset that does not relate to financial assets of the servicer or its consolidated affiliates. Additionally, SFAS No. 156 requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, permits an entity to choose the use of an amortization or fair value method for subsequent measurements, permits at initial adoption a one-time reclassification of available-for-sale securities to trading securities by entities

- 18 -

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

Note 4 - Summary of Significant Accounting Policies (CONTINUED)

Recent Accounting Pronouncements (continued)

with recognized servicing rights and requires separate presentation of servicing assets and liabilities subsequently measured at fair value and additional disclosures for all separately recognized servicing assets and liabilities. SFAS No. 156 is effective for transactions entered into after the beginning of the first fiscal year that began after September 15, 2006. The implementation of this pronouncement had no impact on the Company’s financial position or results of operations.

In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108). SAB 108 was issued in order to eliminate the diversity in practice surrounding how public companies quantify financial statement misstatements. SAB 108 requires that registrants quantify errors using both a balance sheet and income statement approach and evaluate whether either approach results in a misstated amount that, when all relevant quantitative and qualitative factors are considered, is material. SAB108 must be implemented by the end of the Company's first fiscal year ending after November 15, 2007. The implementation of this pronouncement had no impact on the Company’s financial position or results of operations.

In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157 “Fair Value Measurements” (“SFAS No. 157”), which clarifies the definition of fair value whenever another standard requires or permits assets or liabilities to be measured at fair value. Specifically, the standard clarifies that fair value should be based on the assumptions market participants would use when pricing the asset or liability, and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. SFAS No. 157 does not expand the use of fair value to any new circumstances, and must be applied on a prospective basis except in certain cases. The standard also requires expanded financial statement disclosures about fair value measurements, including disclosure of the methods used and the effect on earnings.

In February 2008, FASB Staff Position ("FSP") FAS No. 157-2, "Effective Date of FASB Statement No. 157" ("FSP No. 157-2") was issued. FSP No. 157-2 defers the effective date of SFAS No. 157 to fiscal years beginning after December 15, 2008, and interim periods within those fiscal years, for all nonfinancial

assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Examples of items within the scope of FSP No. 157-2 are nonfinancial assets and nonfinancial liabilities initially measured at fair value in a business combination (but not measured at fair value in subsequent periods), and long-lived assets, such as property, plant and equipment and intangible assets measured at fair value for an impairment assessment under SFAS No. 144.

The partial adoption of SFAS No. 157 on January 1, 2008 with respect to financial assets and financial liabilities recognized or disclosed at fair value in the financial statements on a recurring basis did not have a material impact on the Company's consolidated financial statements. See Note 12 for the fair value measurement disclosures for these assets and liabilities. The adoption of FASB Statement No. 157 did not have a material impact on the Company’s results of operations or financial statements.

In September 2006, the FASB issued SFAS No. 158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans”, which amends SFAS No. 87 “Employers’ Accounting for Pensions” (SFAS No. 87), SFAS No. 88 “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits” (SFAS No. 88), SFAS No. 106 “Employers’ Accounting for Postretirement Benefits Other Than Pensions” (SFAS No. 106), and SFAS No. 132R “Employers’ Disclosures about Pensions and Other Postretirement Benefits (revised 2003)” (SFAS No. 132R). This Statement requires companies to recognize an asset or liability for the overfunded

- 19 -

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

Note 4 - Summary of Significant Accounting Policies (CONTINUED)

Recent Accounting Pronouncements (continued)

or underfunded status of their benefit plans in their financial statements. SFAS No. 158 also requires the measurement date for plan assets and liabilities to coincide with the sponsor’s year end. The standard provides two transition alternatives related to the change in measurement date provisions. The recognition of an asset and liability related to the funded status provision is effective for fiscal year ending after December 15, 2006 and the change in measurement date provisions is effective for fiscal years ending after December 15, 2008. The Company has no defined benefit pension plans at this time and therefore this pronouncement has no effect on the Company.

On January 1, 2008 (the first day of fiscal 2008), the Company adopted SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities, Including an amendment of FASB Statement No. 115" ("SFAS No. 159"). SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value, which are not otherwise currently required to be measured at fair value. Under SFAS No. 159, the decision to measure items at fair value is made at specified election dates on an instrument-by-instrument basis and is irrevocable. Entities electing the fair value option are required to recognize changes in fair value in earnings and to expense upfront costs and fees associated with the item for which the fair value option is elected. The new standard did not impact the Company's Consolidated Financial Statements as the Company did not elect the fair value option for any instruments existing as of the adoption date. However, the Company will evaluate the fair value measurement election with respect to financial instruments the Company enters into in the future.

Note 5 – Equipment

Equipment is summarized as follows:

	June 30, 2009		June 30, 2008
Computers and equipment	$	2,819	$	2,819
Less: accumulated depreciation		806		-
Computers and equipment - Net	$	2,013	$	2,819

Depreciation expense for the six months ended June 30, 2009 and six months ended June 30, 2008 was $404 and $0 respectively.

Note 6 – Rent

The Company leases an office suite for its Tampa, Florida headquarters. The terms of the lease extend until June 30, 2010. The Company is required to pay a base rent of $35,070 for year 2009 and $17, 535 for the six months ending June 30, 2010. The Company paid $19,191and $13,075 for rent for the six months ended June 30, 2009 and 2008 respectively. The total expected remaining lease payments till June 30, 2010 total $ 33,414. As of the date of this filing which is after June 30, 2010, the Company has relocated its headquarters to 2240 Twelve Oaks Way, Suite 101-1, Wesley Chapel, FL 33544.

- 20 -

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

Note 7 – Promissory and Convertible Notes Payable

Promissory and convertible notes payable are summarized as follows as of June 30, 2009:

	Amount
October 2008 – Unsecured convertible note payable for $ 20,000 including interest at a fixed rate of 13%. The maturity date is October 2009 at which time all principle and interest are due.	$	20,000

November 2008 – Unsecured convertible note payable for $ 10,000 including interest at a fixed rate of 13%. The maturity date is November 2009 at which time all principle and interest are due.		10,000

November 2008 – Unsecured convertible note payable for $ 200,000 including interest at a fixed rate of 13%. The maturity date is November 2009 at which time all principle and interest are due.		20,000

December 2008 – Unsecured convertible note payable for $ 5,000 including interest at a fixed rate of 13%. The maturity date is December 2009 at which time all principle and interest are due.		5,000

December 2008 – Unsecured convertible note payable for $ 50,000 including interest at a fixed rate of 13%. The maturity date is December 2009 at which time all principle and interest are due.		50,000

December 2008 – Unsecured convertible note payable for $ 10,000 including interest at a fixed rate of 13%. The maturity date is December 2009 at which time all principle and interest are due.		25,000

January 2009 – Unsecured convertible note payable for $ 4,500 including interest at a fixed rate of 13%. The maturity date is January 2010 at which time all principle and interest are due.		4,500

February 2009 – Unsecured convertible note payable for $ 40,000 including interest at a fixed rate of 13%. The maturity date is February 2010 at which time all principle and interest are due.		40,000

February 2009 – Unsecured convertible note payable for $ 30,000 including interest at a fixed rate of 13%. The maturity date is February 2010 at which time all principle and interest are due.		30,000

February 2009 – Unsecured convertible note payable for $ 10,000 including interest at a fixed rate of 13%. The maturity date is February 2010 at which time all principle and interest are due.		10,000

February 2009 – Unsecured convertible note payable for $ 14,000 including interest at afixed rate of 13%. The maturity date is February 2010 at which time all principle and interest are due.		14,000

February 2009 – Unsecured convertible note payable for $ 40,000 including interest at a fixed rate of 13%. The maturity date is February 2010 at which time all principle and interest are due.		40,000

- 21 -

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

Note 7 - Promissory and Convertible Notes Payable (CONTINUED)

February 2009 – Unsecured convertible note payable for $ 7,000 including interest at a fixed rate of 13%. The maturity date is February 2010 at which time all principle and interest are due.			7,000

February 2009 – Unsecured convertible note payable for $ 5,000 including interest at a fixed rate of 13%. The maturity date is February 2010 at which time all principle and interest are due.			5,000

February 2009 – Unsecured convertible note payable for $ 75,000 including interest at a fixed rate of 13%. The maturity date is February 2010 at which time all principle and interest are due.			75,000

February 2009 – Unsecured convertible note payable for $ 45,000 including interest at a fixed rate of 13%. The maturity date is February 2010 at which time all principle and interest are due.			45,000

March 2009 – Unsecured convertible note payable for $ 2,500 including interest at a fixed rate of 13%. The maturity date is March 2010 at which time all principle and interest are due.			2,500

March 2009 – Unsecured convertible note payable for $9,000 including interest at a fixed rate of 13%. The maturity date is March 2010 at which time all principle and interest are due.			9,000

March 2009 – Unsecured convertible note payable for $ 10,000 including interest at a fixed rate of 13%. The maturity date is March 2010 at which time all principle and interest are due.			10,000

March 2009 – Unsecured convertible note payable for $ 25,000 including interest at a fixed rate of 13%. The maturity date is March 2010 at which time all principle andinterest are due.			25,000

March 2009 – Unsecured convertible note payable for $ 12,000 including interest at a fixed rate of 13%. The maturity date is March 2010 at which time all principle and interest are due.			12,000

March 2009 – Unsecured convertible note payable for $ 15,000 including interest at a fixed rate of 13%. The maturity date is March 2010 at which time all principle andinterest are due.			15,000

March 2009 – Unsecured convertible note payable for $ 40,000 including interest at a fixed rate of 13%. The maturity date is March 2010 at which time all principle and interest are due.			40,000

March 2009 – Unsecured convertible note payable for $ 6,000 including interest at a fixed rate of 13%. The maturity date is March 2010 at which time all principle and interest are due.			6,000

March 2009 – Unsecured convertible note payable for $ 10,000 including interest at a fixed rate of 13%. The maturity date is March 2010 at which time all principle and interest are due.			10,000

- 22 -

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

Note 7 - Promissory and Convertible Notes Payable (CONTINUED)

March 2009 – Unsecured convertible note payable for $ 20,000 including interest at a fixed rate of 13%. The maturity date is March 2010 at which time all principle and interest are due.		20,000

April 2009 – Unsecured convertible note payable for $ 4,500 including interest at a fixed rate of 13%. The maturity date is April 2010 at which time all principle and interest are due.		4,500

April 2009 – Unsecured convertible note payable for $ 10,000 including interest at a fixed rate of 13%. The maturity date is April 2010 at which time all principle and interest are due.		10,000

April 2009 – Unsecured convertible note payable for $ 10,000 including interest at afixed rate of 13%. The maturity date is April 2010 at which time all principle and interest are due.		10,000

May 2009 – Unsecured promissory note payable for $ 50,000 including interest at a fixed rate of 1%. The maturity date is August 2009 at which time all principle and interest are due or note may be extended for an additional 90 days on the same terms.		50,000

June 2009 – Unsecured promissory note payable for $ 30,000 including interest at a fixed rate of 20%. The maturity date is October 2009 at which time all principle and interest are due.		30,000

June 2009 – Unsecured convertible note payable for $ 10,000 including interest at a fixed rate of 13%. The maturity date is June 2010 at which time all principle and interest are due.		10,000

Total promissory and convertible notes payable	$	664,500

Convertible notes payable are summarized as follows as of December 31, 2008:

	Amount

October 2008 - Unsecured convertible note payable for $20,000 including interest at a fixed rate of 13%. The maturity date is October 2009 at which time all principal and interest are due.		20,000

November 2008 - Unsecured convertible note payable for $10,000 including interest at a fixed rate of 13%. The maturity date is November 2009 at which time all principal and interest are due.		10,000

November 2008 - Unsecured convertible note payable for $20,000 including interest at a fixed rate of 13%. The maturity date is November 2009 at which time all principal and interest are due.		20,000

December 2008 - Unsecured convertible note payable for $5,000 including interest at a fixed rate of 13%. The maturity date is December 2009 at which time all principal and interest are due.		5,000

December 2008 - Unsecured convertible note payable for $50,000 including interest at a fixed rate of 13%. The maturity date is December 2009 at which time all principal and interest are due.		50,000

December 2008 - Unsecured convertible note payable for $20,000 including interest at a fixed rate of 13%. The maturity date is December 2009 at which time all principal and interest are due.		25,000

Total convertible notes payable	$	130,000

Note 8 – Income Taxes

Income Taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due. Deferred taxes related to differences between the basis of assets and liabilities for financial and income tax reporting will either be taxable or deductible when the assets or liabilities are recovered or settled. The difference between the basis of assets and liabilities for financial and income tax reporting are not material therefore, the provision for income taxes from operations consist of income taxes currently payable.

There was no provision for income tax for the six months ended June 30, 2009 and 2008. At June 30, 2009 and 2008 the Company had an accumulated deficit approximating $46,632,690 and $43,401,311. Due to changes in ownership during year 2007 the accumulated deficit available to offset future taxable income through 2029 are approximately $5,269,541 and $3,618,205 for the six months ended June 30 2009 and 2008 respectively.

	June 30, 2009			June 30, 2008
Deferred tax assets	$	1,851,339		$	1,266,372
Less: valuation		(1,851,339	)		(1,266,372	)
Totals	$	-		$	-

- 23 -

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

Note 9 - Stockholders’ Deficit

The Company had 250,000,000 authorized shares of common stock as of June 30, 2009 and December 31, 2008. The Company had 27,911,286 and 22,798,024 shares of common stock issued and 27,642,975 and 22,598,413 outstanding as of June 30, 2009 and December 31, 2008 respectively. The Company held 448,311 and 199,611 shares of common stock in treasury at June 30, 2009 and December 31,2008 respectively. The par value of the shares was $.001 per share.

2008

On February 7, 2008 the Company issued an aggregate of 3,183,801 shares of common stock to a total of 23 persons and /or entities. The shares were issued in exchange for the cancellation of debt, payment of compensation and pursuant to the conversion of notes. The consideration received by the Company ranged from the par value of the stock to $0.25 per share, depending on the transaction. The issuance of the shares was exempt from the registration requirements of Section 5 of the Securities Act of 1933 (the “Act”) pursuant to Section 4(2) of the Act since the shares were issued by the Company and did not involve any public offering. All share recipients were closely related to and well known by the Company and no money was raised.

On March 4, 2008 the Company issued an aggregate of 1,954,785 shares of common stock to a total of 16 persons and /or entities. The shares were issued in exchange for the cancellation of debt, payment of compensation and pursuant to the conversion of notes. The consideration received by the Company ranged from the par value of the stock to $0.25 per share, depending on the transaction. The issuance of the shares was exempt from the registration requirements of Section 5 of the Securities Act of 1933 (the “Act”) pursuant to Section 4(2) of the Act since the shares were issued by the Company and did not involve any public offering. All share recipients were closely related to and well known by the Company and no money was raised. Beneficial interest was $249,358 for the quarter ended March 31, 2008.

On May 9, 2008 the Company issued 34,738 shares of common stock to 1 subscriber, who subscribed during the first quarter of 2008. This was previously shown on the balance sheet as “Liability for Stock to be Issued” in the amount of $15,750.

During the quarter ended June 30, 2008, the Company issued 1,423,124 shares of common stock for the conversion of notes payable. The common stocks were issued at a market value of $ .62 per share to $.92 per share. The Company included $ 981,737 in beneficial interest expense in its consolidated statement of operations.

During the quarter ended June 30, 2008, the Company issued 98,000 shares of common stock for directors fees. The common stocks were issued at a market value of $ .45 per share to $.92 per share. The Company included $20,620 in beneficial interest income in its consolidated statement of operations.

During the quarter ended June 30, 2008, the Company issued 595,416 shares of common stock for professional fees. The common stocks were issued at a price of per share. The Company included $57,707 in beneficial interest expense in its consolidated statement of operations.

During the quarter ended June 30, 2008, the Company issued stock subscribers 765,319 shares of common stock. The common stocks were issued at a value of $ .13 per share to $.22 per share.

During the quarter ended June 30, 2008, investors subscribed to 415,000 units comprising common stock, A warrants and B warrants in the amount of $81,000. This is shown as “Liability for Stock to be Issued” on the June 30, 2008 balance sheet in the amount of $81,000. The units are pending issuance.

- 24 -

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

2009

Note 9 – Stockholders’ Deficit (CONTINUED)

During the quarter ended March 31, 2009, the Company issued 90,000 shares of common stock for directors’ fees. The common stocks were issued at a price of $.20 per share. The Company included $1,500 in beneficial interest expense in its consolidated statement of operations.

During the quarter ended March 31, 2009, the Company issued 90,000 shares of common stock for executive compensation. The common stocks were issued at a price of $.20 per share. The Company included $3,500 in beneficial interest expense in its consolidated statement of operations.

During the quarter ended March 31, 2009, the Company issued 1,061,666 shares of common stock for compensation to venders and consultants. The common stocks were issued at a price of $.20 per share. The Company included $1,000 in beneficial interest income in its consolidated statement of operations.

During the quarter ended March 31, 2009, the Company issued 150,000 shares of common stock for subscribers. The common stocks were issued at a price of $.20 per share.

During the quarter ended March 31, 2009, the Company bought and held in treasury 133,235 shares of common stock. The common stocks were bought at prices ranging from $.15 to $.25 per share.

During the quarter ended March 31, 2009, the Company bought and cancelled 39,217 shares of common stock. The common stocks were bought at $ .21 per share.

During the quarter ended June 30, 2009, the Company issued 71,960 shares of common stock for directors’ fees. The common stocks were issued at a price of $.20 per share.

During the quarter ended June 30, 2009, the Company issued 3,125,745 shares of common stock for executive compensation. The common stocks were issued at a price of $.20 per share.

During the quarter ended June 30, 2009, the Company issued 36,000 shares of common stock for employee compensation. The common stocks were issued at a price of $.20 per share.

During the quarter ended June 30, 2009, the Company issued 468,333 shares of common stock for compensation to venders and consultants. The common stocks were issued at a price of $.20 per share.

During the quarter ended June 30, 2009, the Company issued 87,550 shares of common stock for subscribers. The common stocks were issued at a price of $.20 per share.

During the quarter ended June 30, 2009, the Company bought and held in treasury 115,465 shares of common stock. The common stocks were bought at prices ranging from $.15 to $.25 per share.

During the quarter ended June 30, 2009, the Company cancelled 291,665 shares of common stock previously issued to consultants. The stock was cancelled at $0.14 per share. As a result, The Company included $20,417 in beneficial interest expense in its consolidated statement of operations.

During the quarter ended June 30, 2009, the Company issued 262,890 shares of common stock as an inducement to lock up shares.

- 25 -

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

Note 9 – Stockholders’ Deficit (CONTINUED)

The following table summarizes our warrants as of June 30, 2009:


Year	Warrant Type	Warrant Shares	Exercise Price	Expiration Date

2004	Notes payable warrants	50,000	0.92	None

2006	Broker warrants	300,000	0.045	Apr. 2011
2006	Warrant exercise	(300,000)	0.045
		0

2006	Broker warrants	294,118	0.085	May 2011
2006	Warrant exercise	(294,118)	0.085
		0

2006	Class A warrants	2,941,177	0.085	May 2011
2007	Class A warrants cancelled	(2,941,177)	0.085
		0

2006	Class B warrants	2,941,177	0.50	May 2011
2007	Class B warrants cancelled	(2,941,177)	0.50
		0

2008	Class A warrants	4,971,538	1.25	Various 2010
2008	Class B warrants	4,971,538	1.25	Various 2011
		9,943,076

2009	Class A warrants	236,500	1.25	Various 2010
2009	Class B warrants	236,500	1.25	Various 2011
		473,000

Total warrants outstanding		10,466,076

- 26 -

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

Note 9 – Stockholders’ Deficit (CONTINUED)

The following table summarizes our warrants as of June 30, 2008:


Year	Warrant Type	Warrant Shares	Exercise Price	Expiration Date

2002	Class A warrants	1,220,000	1.000	April - May 2007
2003	Class A warrants cancelled	(160,000)
2003	Class A warrants exercised	(63,000)	1.000
		997,000

2002	Class B warrants	1,220,000	1.500	April - May 2007
2003	Class A warrants cancelled	(160,000)
		1,060,000

2004	Notes payable warrants	50,000	0.92	None

2004	Private placement warrants	3,718,491	0.75	Aug. - Oct.2007
2004	Expired	(3,718,491)
		0

2005	Broker warrants	50,000	0.50	Dec. 2008

2006	Broker warrants	50,000	0.50	Mar. 2009

2006	Broker warrants	300,000	0.045	Apr. 2011
2006	Warrant exercise	(300,000)	0.045
		0

2006	Broker warrants	294,118	0.085	May 2011
2006	Warrant exercise	(294,118)	0.085
		0

2006	Class A warrants	2,941,177	0.085	May 2011
2007	Class A warrants cancelled	(2,941,177)	0.085
		0

2006	Class B warrants	2,941,177	0.50	May 2011
2007	Class B warrants cancelled	(2,941,177)	0.50
		0

Total warrants outstanding		2,207,000

- 27 -

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

Note 10 – Subsequent Events

On July 14, 2009 the Company has issued an aggregate of 1,385,000 Rule 144 restricted shares of common stock of the Company to a total of 21 persons and/or entities. The shares were issued as compensation pursuant to certain consulting agreements, to employees and directors in exchange for services rendered for the Company, and to investors in exchange for investment proceeds. The valuation of the consideration received by the Company ranged from $0.10 to $0.20 per share depending upon the transaction. The issuance of the shares to consultants, employees and directors was exempt from the registration requirements of Section 5 of the Securities Act of 1933 (the “Act”) pursuant to Section 4(2) of the Act since the shares were issued by the Company and did not involve any public offering. These share recipients are closely related to and well known by the Company. The shares issued in exchange for investment proceeds were exempt from the registration requirements of Section 5 of the Act under Section 4(2) of the Act pursuant to the safe harbor set forth in Rule 506 promulgated under the Act. In connection with the sale and issuance of the 506 shares, there was no general solicitation, appropriate disclosure information was distributed, all investors are accredited investors as defined in Rule 501 and the issuer filed its Form D with the Securities and Exchange Commission. All shares issued are restricted shares pursuant to Rule 144 promulgated under the Act.

Additional subsequent events include the commitments and contingencies described in Note 1. Also, since June 30, 2009 through the date of this filing, the Company has raised $627,295 through the sale of convertible notes and equity capital.

- 28 -

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Results of Operations

Due to insufficient progress in prior business operations, approximately twenty months ago the Company liquidated its business assets and launched a new business plan. It hired a new CEO with experience in its new direction. The industry in which the Company is now engaged is described by the Company as technology transfer. The Company changed its name to Transfer Technology International Corp. to reflect involvement in this industry.

The Company commercializes new or underused technologies through the acquisition of licenses and through the design of effective commercialization strategies in conjunction with business partners who can facilitate market penetration. During the first quarter of 2008, the Company acquired patents relating to two technologies. The first is a patented process for preventing flash rust on low carbon steel. The second patent is for a product that protects citrus groves from citrus canker, a disease that causes millions of dollars of crop damage each year. In addition, the company is currently evaluating a third patent for possible acquisition.

The Company is now beginning the commercialization process for these acquired technologies. In addition to the commercialization of our technologies, the Company has recently acquired the rights to be a reseller of certain organic products. As of the date of this filing, a revenue stream from these technologies has commenced. During the three months ended June 30, 2009, the Company had recognized $44,348 in revenues from business operations from its newly formed wholly owned subsidiary, Organic Products International Corp. (OPI). The quarter ended June 30, 2008 recognized $0 in revenue from any business operations.

The Company hired a COO who will be the thrust behind these efforts. Since the Company is a reseller of products that are already developed and ready for market, the resale of the organic products has the potential to bring the Company immediate operational revenues. Though the revenues will likely start out slow, management believes this business activity has significant potential for the Company.

Capital Resources

Current business operations have been funded by the sale of equity capital, convertible notes, promissory notes, and, to a small extent, revenues. During the three months ended June 30, 2009, the Company raised $146,500 through the sale of its common stock, convertible notes, and promissory notes. Even though management believes operating revenues may accelerate soon through the commercialization of acquired technologies and the sale of organic products, management plans on continuing meeting it cash obligations in the foreseeable future through the continued sale of its common stock and convertible notes in private placements. Other sources of capital to the Company include bridge financings from shareholders or from persons close to the Company.

- 29 -

Three and six month periods ended June 30, 2009

General operating expenses for the three and six month periods ended June 30, 2009, totaled $961,598 and $1,668,340 respectively. The Company also incurred $26,927 and $86,107 in interest expense during the three and six month periods ended June 30, 2009, respectively. However, the interest expense was not paid in cash and was a result of stock being issued at a higher fair market value than the amount needed to satisfy a debt. Also, much of the general operating expenses was paid by the issuance of stock.

Management estimates fixed cash expenditures total approximately $40,000 per month and variable monthly cash expenditures average $5,000 to $15,000 per month. Accordingly, going forward, the Company needs approximately $150,000 per quarter to stay solvent and to pursue it business plan. As mentioned earlier, these cash needs will be met in the near term though the sale of equity capital and eventually through revenues from its business operations.

Management estimates fixed cash expenditures in the future to total approximately $85,000 per month and variable monthly cash expenditures average $5,000 to $15,000 per month. Accordingly, going forward, the Company needs approximately $285,000 per quarter to stay solvent and to pursue it business plan. As mentioned earlier, these cash needs will be met in the near term through the sale of equity capital, convertible notes payable and eventually through revenues from its business operations.

Liquidity

As of August 2, 2010, we have cash on hand of $3,232. This money is from the private sale of capital, notes and convertible notes. This will meet the cash needs of the Company for approximately the next 2 days. Thereafter it will be necessary for us to have been successful in raising addition funds through the sale of equity capital, notes payable, or through the commercialization of technologies currently owned or acquired by the Company.

Forward-Looking Statements

We may have made forward-looking statements, within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, in this Quarterly Report on Form 10-Q, including the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities and the effects of future regulation and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions.

- 30 -

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in the forward-looking statements. You should understand that many important factors, in addition to those discussed elsewhere in this Annual Report on Form 10-K, could cause our results to differ materially from those expressed in the forward-looking statements. These factors include, without limitation, the rapidly changing industry and regulatory environment, our limited operating history, our ability to implement our growth strategy, our ability to integrate acquired companies and their assets and personnel into our business, our fixed obligations, our dependence on new capital to fund our growth strategy, our ability to attract and retain quality personnel, our competitive environment, economic and other conditions in markets in which we operate, increases in maintenance costs and insurance premiums and cyclical and seasonal fluctuations in our operating results. TTIN, unless legally required, undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements and do not anticipate entering into any off-balance sheet arrangements that would have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

The Registrant is not required to provide the information called for in this Item 3 due to its status as a Smaller Reporting Company.

Item 4T.

Controls and Procedures.

The Registrant’s management evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of the Registrants’s disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Registrant’s disclosure controls and procedures were effective as of the end of the period covered by this report. However, subsequent events have demonstrated that controls and procedures were not effective as of the end of the period covered by this report. There has been no change in the company’s internal control over financial reporting that occurred during the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.

- 31 -

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings.

See Note 1 to financial statements.

Item 1A.

Risk Factors.

Not Required.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

There have been no unregistered sales of equity securities during the quarter ended June 30, 2009, other than sales previously reported on Form 8-K.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Submission of Matters to a Vote of Security Holders.

None.

Item 5.

Other Information.

None.

Item 6.

Exhibits.

31.1	Certification of CEO pursuant to Securities Exchange Act rules 13a-15 and 15d-15(c) as adopted pursuant to section 302 of the Sarbanes-Oxley act of 2002.

31.2	Certification of CFO pursuant to Securities Exchange Act rules 13a-15 and 15d-15(c) as adopted pursuant to section 302 of the Sarbanes-Oxley act of 2002.

32.1	Certification of CEO pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002.

32.2	Certification of CFO pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002.

- 32 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Transfer Technology International Corp.

By: /s/ Chris Trina

Chris Trina

Chief Executive Officer

Date: August 2, 2010

By: /s/ Robert J. Calamunci

Robert J. Calamunci

Chief Financial Officer

Chief Accounting Officer

Date: August 2, 2010

- 33 -

Attached files

Enviro-serve, Inc. Reports

Also read