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


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 Or 15(D) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1, 2011


Transfer Technology International Corp.
 (Exact name of Registrant as specified in its charter)
____________________

Delaware
(State or other Jurisdiction of Incorporation or organization)
000-27131
(Commission File Number)
88-0381258
(IRS Employer I.D. No.)
___________________________
 
2240 Twelve Oaks Way, Suite 101-1
Wesley Chapel, Florida  33544
Tel:  (813) 388-6891
Fax:  (813) 428-5990
 (Address, including zip code, and telephone and facsimile numbers, including area code, of
registrant’s executive offices)
___________________________

N/A
(Former name and/or address if changed since last report)

 
 

 


 
Item 3.02  Unregistered Sales of Equity Securities

The Company has issued an aggregate of 3,953,371 Rule 144 restricted shares of common stock of the Company to a total of 7 persons.  The shares were issued as compensation to employees and directors for services rendered to the Company and to investors in exchange for investment proceeds.  The valuation of the consideration received by the Company ranged from $0.001 to $0.004 per share depending upon 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.  The share recipients are closely related to and well known by the Company.  All shares issued are restricted shares pursuant to Rule 144 promulgated under the Act.

Item 8.01 Other Events

The Registrant hereby states that as of February 2, 2011, the Registrant has outstanding 115,863,747 shares of its common stock.
 
 
SIGNATURE PAGE

Pursuant to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Transfer Technology International Corp.


Dated: February 2, 2011                                                      By: /s/ Chris Trina
       Chris Trina
       Chief Executive Officer