Enviro-serve, Inc. - FORM 10-Q

Attached files

file	filename
EX-32.1 - EX 32.1 - Enviro-serve, Inc.	exthirtytwoone.htm
EX-31.1 - EX 31.1 - Enviro-serve, Inc.	exthirtyoneone.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q

———————

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

For the quarterly period ended: March 31, 2011
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, Florida 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.		X	Yes		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 ________________________ shares of common stock outstanding at June 8, 2011.

- 1 -

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

TRANSFER TECHNOLOGY INTERNATIONAL CORP. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011 AND 2010

	Page
Condensed Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010 (unaudited)	3

Condensed Consolidated Statements of Operations for the three months ended March 31, 2011 and 2010 (unaudited)	4

Condensed Consolidated Statement of Cash Flows for the three months ended March 31, 2011 and 2010 (unaudited)	5

Notes to Condensed Consolidated Financial Statements	6 through 16

- 2 -

TRANSFER TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS


ASSETS
	March 31,			December 31,
	2011			2010
	(Unaudited)
CURRENT ASSETS
Cash	$	3,064		$	1,189
Other assets		2,191			2,191
		5,255			3,380
FIXED ASSETS
Equipment, net of accumulated depreciation of $2,217 and $2,016 respectively		602			803

TOTAL ASSETS	$	5,857		$	4,183


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable	$	69,552		$	56,769
Accrued expenses		1,227,254			1,126,233
Derivative Liability		413,289			292,480
Convertible notes and notes payable		540,800			468,333
Related party loans		101,100			102,600
Total current liabilities		2,351,995			2,046,415

STOCKHOLDERS' DEFICIT
Common stock, par value $.001 per share;
250,000,000 shares authorized in 2011 and 2010 and 116,163,748
outstanding at March 31, 2011 and December 31, 2010		116,164			116,164
Additional paid-in capital		45,775,161			45,775,161
Accumulated deficit		(48,237,463	)		(47,933,557	)
Total stockholders' deficit		(2,346,138	)		(2,042,232	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	5,857		$	4,183

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

- 3 -

TRANSFER TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE PERIOD ENDED MARCH 31, 2011 AND 2010
(Unaudited)



	2011			2010
				(Restated)
REVENUES
Net sales	$	3,833		$	4,056
Cost of sales		2,248			1,766
Gross Profit		1,585			2,290

COSTS AND EXPENSES
Selling, general and administrative		159,279			231,362
Total costs and expenses		159,279			231,362

LOSS BEFORE OTHER INCOME (LOSS)		(157,694	)		(229,072	)

OTHER INCOME (LOSS)

Interest expense		(146,212	)		(32,042	)
Other expense		-			(120,000	)

Total other income (loss)		(146,212	)		(152,042	)


(LOSS) BEFORE PROVISON FOR INCOME TAX		(303,906	)		(381,114	)

PROVISION FOR INCOME TAX		-			-


NET LOSS	$	(303,906	)	$	(381,114	)


NET LOSS PER COMMON SHARE - BASIC	$	(0.00	)	$	(0.01	)


WEIGHTED AVERAGE OUTSTANDING SHARES
OF COMMON STOCK - BASIC		116,163,748			30,737,231

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

- 4 -

TRANSFER TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE PERIOD ENDED MARCH 31, 2011 AND 2010
(Unaudited)


	2011			2010
				(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		(303,906	)		(381,114	)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization		202			202
Accretion of debt discount		333			-
Stock issued for services		-			36,150

Changes in Certain Assets and Liabilities
Increase (Decrease) accounts payable		12,782			192,056
Increase (Decrease) in stock payable		23,724			-
Increase in accrued expenses		77,297			(39,746	)
Increase (decrease) in Derivative Liability		120,809			-

Net cash (used in) operating activities		(68,759	)		(192,452	)

CASH FLOWS FROM INVESTING ACTIVITIES		-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from officer loans		-			13,600
Payments on officer loans		(1,500	)		-
Proceeds from convertible and promissory notes payable		72,134			180,000

Net cash provided by financing activities		70,634			193,600

NET INCREASE IN CASH		1,875			1,148

CASH - BEGINNING OF PERIOD		1,189			962

CASH - END OF PERIOD	$	3,064		$	2,110

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid during the Year:
Interest Expense	$	-		$	-
Income Taxes	$	-		$	-

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

- 5 -

TRANSFER TECHNOLOGY INTERNATIONAL CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2011 AND 2010

Note 1 - 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.

On March 17, 2009 the Company announced the creation of its wholly owned subsidiary Organic Products International Corp. (OPI). The decision to launch OPI is based on the development of three market ready products, and licensing agreements that provide a base of product offerings.

In November, 2009, the Company formed a new subsidiary called Xterminate, Inc., a Florida corporation, which launched their eco-friendly termite control business. The Company applies oil for termite control purposes.

The condensed consolidated unaudited financial statements included herein have been prepared by Transfer Technology International Corporation (the “Company”), 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, 2010 audited consolidated financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these condensed consolidated 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.

Note 2 - 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 $48,237,463 as of March 31, 2011 and $47,933,557 as of December 31, 2010. 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.

- 6 -

Note 3 - 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.

Fair Value of Financial Instruments

The carrying amount of financial instruments, including cash and cash equivalents, accounts payable, and accrued expenses, debt and other liabilities, approximate fair value due to their short maturities.

Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, services are rendered, pricing is fixed or determinable and collectability is reasonably assured.

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.

Deferred Income Taxes

Deferred income taxes reflects the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as operating loss, capital loss and tax credit carryforwards. Deferred tax assets and liabilities are classified as current or non-current based on the classification of the related assets or liabilities for financial reporting, or according to the expected reversal dates of the specific temporary differences, if not related to an asset or liability for financial reporting. Valuation allowances are established against deferred tax assets if it is more likely than not that the assets will not be realized. 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 or laws is recognized in operations in the period that includes the enactment date.

- 7 -

Income Tax Uncertainties

The calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for uncertain tax positions based on the two-step process prescribed by applicable accounting principles. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as this requires the Company to determine the probability of various possible outcomes. The Company reevaluates these uncertain tax positions on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision in the period. The Company recognizes interest and penalties as incurred in finance income, (expense), net in the Consolidated Statements of Operations.

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.

Net Loss Per Share Information (continued)

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

	March 31,		March 31,
	2011		2010
NET LOSS	$	303,906	$	381,114

WEIGHTED AVERAGE OUTSTANDING SHARES
OF COMMON STOCK - BASIC AND DILUTED		116,163,748		30,737,231

For the three months ended March 31, 2011 and 2010 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 4,726,500 warrants at March 31, 2011 and 7,602,038 warrants at March 31, 2010.

Note 4 – Commitments

The Company leases an office suite for its Tampa, Florida headquarters. The terms of the lease extends until February 28, 2012. The Company is required to pay a base rent of $17,595 for the twelve months period ending February 28, 2012. The total expected lease payments through December 31, 2011 is

$13,196 and for the two months ended February 28, 2012 is $2,933 for the total of $16,129

The Company also leases 600 square feet of office space for its termite control operation. Lease payments are $1,500 per month. The lease is on a month to month basis.

Note 5 – Convertible Notes and Notes Payable

Various notes are in default and continue to accrue interest. The Company has the option, and it is managements’ intent to convert all past due convertible notes to common stock in 2011. The conversion price shall be based upon one half the average closing share price of the stock for the 10 prior days before conversion or .25 cents, whichever is greater.

- 8 -

	March 31, 2011		December 31, 2010
Various unsecured convertible note payables, with varying interest rates between 10% - 18%, due on demand and in default.	$	280,800	$	228,333

Various unsecured convertible note payable, 10% interest rate, due on January 2011.		200,000		180,000

Various unsecured promisory notes, with varying interest rates between 10% - 12%, due on June and October 2010.		60,000		60,000

Total Convertible Notes and Notes Payable	$	540,800	$	468,333

Note 6 – Related Party Loans

	March 31, 2011		December 31, 2010

May 2009 – Unsecured promissory note payable for $ 50,000, bearing interest at a fixed rate of 8%. The maturity date is past and all principal and interest is due on demand.	$	50,000	$	50,000

July 2009 – Unsecured promissory note payable for $ 15,000, bearing interest at a fixed rate of 10%. The maturity date is past and all principal and interest is due on demand.		15,000		15,000

September 2009 – Unsecured promissory note payable for $ 5,000, bearing interest at a fixed rate of 10%. The maturity date is past and all principal and interest is due on demand.		5,000		5,000

March 2010 – Unsecured Promissory note payable for $ 3,600, non interest bearing note. The maturity date is March 2011 at which time all principal and interest are due.		3,600		3,600

March 2010 – Unsecured convertible note payable for $30,000 bearing interest at a fixed rate of 10%. The maturity date is March 2011 at which time all principal and interest are due.		26,500		28,000

May 2010 – Unsecured Promissory note payable for $ 1,000, non interest bearing note. The maturity date is May 2011 at which time all principal and interest are due.		1,000		1,000


Total Related Party Loans	$	101,100	$	102,600

Note 7– Contingent Liabilities

Lawsuit by Gary Harrison

In the first quarter of 2009 a dispute arose with Gary Harrison regarding his consulting responsibilities with the Company. In a settlement of the matter, 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 agreed upon a six month extension of the payment due date to July 25, 2010. The Company was unable to make payment on July 25, 2010. This amount has been accrued in the accompanying condensed consolidated balance sheet in settlement liabilities.

On September 28, 2010, Mr. Harrison filed a lawsuit against the Company in the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County Florida, Civil Division, Division J, Case Number 10019528. The suit seeks to collect $67,857 pursuant to the settlement agreement together with post default interest at the rate of 18% per annum. The suit was served upon the Company on November 11, 2010. The Company had until December 1, 2010, to answer the complaint. Due to a lack of funding, the Company was not able to retain legal counsel for the purpose of answering the complaint within the allotted time. On April 5, 2011, the court entered a default judgment against the Company in the amount of $88,949.80. To date, to the knowledge of the Company, no legal action has been taken to enforce the judgment.

- 9 -

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 (the “Stay Agreement”) 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. TTIN also agreed to change the conversion terms of the note from $0.25 per share to $0.06 per share and to issue Simmons an additional 50,000 shares of stock for $50. 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. As of the date this report on Form 10-Q was filed, $25,000 has come due pursuant to the stay agreement of which only $12,800 has been paid. However, no legal action has been taken as of yet to lift the stay of execution. Mrs. Simmons recently passed away and the Company is now dealing with her estate. These amounts have been accrued in the accompanying condensed consolidated balance sheet in settlement liabilities. Management continues to try to work out a solution for the this judgment by offering stock in lieu of cash payment since the Company is not in a position to pay the cash component of the stay agreement.

Lawsuit by Brown and Goldfarb, LLC

The Company was unable to make the first payment and as a result, default judgment was entered against the Company in the amount of $50,000 on July 13, 2010. Brown and Goldfarb has agreed to not execute on their judgment if they receive payment of $25,000. So far the Company has only been able to pay $5,000. The Company has accrued $50,000 to reflect the liability to the Company as a result of the default judgment. At the present time the parties are negotiating a settlement whereby the Company will pay an additional $5,000 and the rest of the payment will be in stock. Until the Company has the requisite $5,000, this arrangement cannot be finalized.

- 10 -

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 has now been in default on the agreements for two years. The Company has accrued for the settlements in the accompanying Consolidated Balance Sheet. However, no legal action has been brought to enforce the agreements and the investors have not contacted the Company in over a year.

Claims by two additional Shareholders

On August 21, 2010, a convertible note issued by the Company came due in favor of Mr. Michael Buckley in the amount of $200,000. Interest was discounted at the inception of the note so the $200,000 is the full amount due. Mr. Buckley has opted to not convert the note and is demanding payment in cash from the Company. The Company is unable to make payment. Mr. Buckley has hired legal counsel who has contacted the Company. Mr. Buckley has a perfected security interest in all of the assets of the Company. The perfected security interest was put in place by making UCC-1 filings with the states of Florida and Delaware on October 27, 2010, and October 29, 2010, respectively and by filing an assignment of patents with respect to the two patents owned by Company, with the United States Patent and Trademark Office on November 4, 2010. If the Company is not successful in paying this obligation or otherwise working out a solution to the satisfaction of Mr. Buckley, Mr. Buckley will be in a position to take over all of the assets of the Company potentially shutting down all business operations. An additional note in the amount of $100,000 payable to Michael Buckley has also recently come due so a combined amount of $300,000 is now owed to Mr. Buckley by the Company. Management is working diligently with Mr. Buckley to work out a solution for these receivables.

In July, 2010, a convertible note issued by the Company came due in favor of Mr. Louis Fiorica in the amount of $10,000. Mr. Fiorica has decided to not convert the note and is demanding payment of $10,000 plus interest. The Company is not in a position to make payment. To date, no legal action has been taken by Mr. Fiorica against the Company

Note to John Cawood

Ninety days ago, a note payable by the Company to Mr. John Cawood in the amount of $100,000 became due and payable. At the present time the Company does not have means to repay the note. The Company has not been contacted by Mr. Cawood or any party representing Mr. Cawood regarding this note.

Lawsuit by Margaret Wisniewski

On December 4, 2008, Margaret Wisniewski purchased from the Company a One-year Convertible Promissory Note in the amount of $50,000. Mrs. Wisniewski 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 did not have the funding necessary to defend the suit and the Company’s default has been entered with the court but no default judgment has been entered. Opposing counsel has agreed to not enter default judgment at this time but rather negotiate an agreement whereby the Company will pay the amounts owed. These amounts have been accrued in the accompanying condensed consolidated balance sheet in settlement liabilities. Management has recently reached out to opposing counsel for the purpose of settling this dispute through the issuance of stock.

- 11 -

Note 8 - Stockholders’ Deficit

The Company had 250,000,000 authorized shares of common stock as of March 31, 2011 and December 31, 2010. The Company had 116,163,748 shares of common stock issued and outstanding as of March 31, 2011 and December 31, 2010.

2011

No shares were issued in the first quarter of 2011.

2010

During the quarter ended March 31, 2010, the Company issued 350,000 shares of common stock for executive compensation. The common stocks were issued at a price of $.03 per share.

During the quarter ended March 31, 2010, the Company issued 170,000 shares of common stock for directors compensation. The common stocks were issued at a price of $.03 per share.

During the quarter ended March 31, 2010, the Company issued 50,000 shares of common stock for employees compensation. The common stocks were issued at a price of $.03 per share.

During the quarter ended March 31, 2010, the Company issued 635,000 shares of common stock for consultants compensation. The common stocks were issued at a price of $.03 per share.

The following table summarizes our warrants as of March 31, 2011.

Year Of Issuance	Warrant Type	Warrant Shares	Exercise Price	Expiration Date

2009	Class B warrants	226,500	(B)	Various 2011

2010	Class A warrants	250,000	0.02	April 24, 2011


		1,000,000 1,250,000 1,000,000	0.02 0.02 0.03	Oct. 14, 2011 April 24, 2012 Sep. 29, 2012

	Class B warrants	1,000,000	0.06	Sep. 29, 2013
Total warrants outstanding		4,726,500

(B) 5 day average prior to exercise, discounted at 20%, or $1.25 per share, whichever is greater.

- 12 -

Note 9 - Restatement of Financial Statements

Subsequent to the preparation of the March 31, 2010 financial statements, Transfer Technology International Corp. determined there were adjustments to its financial statements for the three months ended March 31, 2010, that would better and more efficiently present its financial condition as of that date and for the period then ended. The following statements demonstrate the adjustments that were made.

CONSOLIDATED BALANCE SHEETS


ASSETS
	Previously
	Reported						Restated
	March 31, 2010			Change			March 31, 2010

CURRENT ASSETS
Cash	$	2,110		$	-		$	2,110
Other assets		2,191			-			2,191
		4,301			-			4,301
FIXED ASSETS
Equipment, net of accumulated depreciation of $1,814 and $1,209 respectively		1,408			-			1,408

TOTAL ASSETS	$	5,709		$	-		$	5,709


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Accounts payable	$	125,094			-		$	125,094
Accrued expenses		657,875			168,702			826,577
Convertible notes and notes payable		1,049,142			25			1,049,167
Settlement liabilities		386,857			(386,857	)		-
Related party loans		88,800			-			88,800
Total current liabilities		2,307,768			(218,130	)		2,089,638

STOCKHOLDERS' DEFICIT
Common stock, par value $.001 per share;
250,000,000 shares authorized in 2010 and 2009 respectively		30,911			-			30,911
Treasury stock, 448,311 shares and 199,611 shares at December 31, 2009		(51,172	)		51,172			-
Additional paid-in capital		44,829,223			(161,533	)		44,667,690
Accumulated deficit		(47,111,021	)		328,491			(46,782,530	)
Total stockholders' deficit		(2,302,059	)		218,130			(2,083,929	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	5,709		$	-		$	5,709

- 13 -

CONSOLIDATED STATEMENTS OF OPERATIONS


	Previously
	Reported						Restated
	March 31, 2010			Change			March 31, 2010
REVENUES
Net sales	$	3,665			391		$	4,056
Cost of sales		1,375			391			1,766
Gross Profit (Loss)		2,290			-			2,290

COSTS AND EXPENSES
Selling, general and administrative		175,640			55,722			231,362
Total costs and expenses		175,640			55,722			231,362
					-
LOSS BEFORE OTHER INCOME (LOSS)		(173,350	)		(55,722	)		(229,072	)

OTHER INCOME (LOSS)

Interest expense		(33,438	)		1,396			(32,042	)
Other		(120,000	)		-			(120,000	)

Total other income (loss)		(153,438	)		1,396			(152,042	)


(LOSS) BEFORE PROVISON FOR INCOME TAX		(326,788	)		(54,326	)		(381,114	)

PROVISION FOR INCOME TAX		-			-			-


NET LOSS	$	(326,788	)	$	(54,326	)	$	(381,114	)


NET LOSS PER COMMON SHARE - BASIC AND DILUTED	$	(0.01	)	$	0.13		$	(0.01	)


WEIGHTED AVERAGE OUTSTANDING SHARES
OF COMMON STOCK - BASIC AND DILUTED		31,162,453			(425,222	)		30,737,231

- 14 -

Note 10 – Fair Value Measurements

We adopted ASC Topic 820 (originally issued as SFAS 157, “Fair Value Measurements”) as of January 1, 2008 for financial instruments measured at fair value on a recurring basis. ASC Topic 820 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

·	Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;

·	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

·	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable

We measure certain financial instruments at fair value on a recurring basis. Assets and liabilities measured at fair value on a recurring basis are as follows at March 31, 2011:


	Total		(Level 1)		(Level 2)		(Level 3)

Assets		-		-		-		-

Total assets measured at fair value		-		-		-		-

Derivative Liability	$	413,289		-		-	$	413,289

Total liabilities measured at fair value	$	413,289		-		-	$	413,289

- 15 -

The table below presents our assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) at March 31, 2011. We classify financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model.

	Derivative Valuation Liability
Balance at December 31, 2010		(292,480	)

Total gains or losses (realized and unrealized) Included in net loss		-

Valuation adjustment		-

Purchases, issuances, and settlements, net		(120,809	)

Transfers to Level 3		-

Balance at December 31, 2010		(413,289	)

Note 11 – Subsequent Events

On page 20 of this filing, management discusses a lawsuit that was brought against the Company by Gary Harrison. On April 5, 2011, the court entered a default judgment against the Company in the amount of $88,949.80. This amount has been recognized as a liability in the financial statements.

On April 28, 2011, the Company registered its 2011 Stock Option Plan with the Securities and Exchange Commission on Form S-8. The registration registered options for the issuance of 15,000,000 common shares. It also registered 15,000,000 common shares underlying those options.

On May 10, 2011, the Company issued 7,500,000 common shares to employees and consultants of the Company for compensation for services rendered to the Company. The shares were issued pursuant to the Company’s 2011 Stock Option Plan. The plan was registered with the Securities and Exchange Commission on April 28, 2011, on Form S-8.

The Company issued 85,000,000 Rule 144 restricted shares of common stock of the Company to an executive officer and director of the Company on May 18, 2011. The shares were issued as compensation for services rendered, conversion of debt and pursuant to employment agreement anti-dilution rights. The issuance was booked at $0.006 per share. 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 recipient is closely related to and well known by the Company.

On May 6, 2011, the board of directors passed a resolution approving an increase in the authorized common shares of the Company from 250,000,000 to 2,000,000,000 for the purpose converting Company debt to equity, capital fund raising, facilitating possible mergers and acquisitions, capital restructuring and/or funding legal settlements. The increase in authorized shares will not take effect unless and until the measure is approved by the shareholders and appropriate filings are made with the state of Delaware.

The Company has evaluated subsequent events pursuant to ASC 855 and has determined that there are no additional events to disclose.

- 16 -

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 three and one- half years ago the Company liquidated its business assets and launched a new business plan. Its business assets had been comprised of software known as Silent Sword which protected computers from viruses and spyware. The Company had not been successful in marketing the software at levels sufficient to make further development of the software commercially viable. At the time of transfer on October 4, 2007, the software was not being carried on the books of the Company. The software was transferred in exchange for the acquirer’s agreement to invest $150,000 in the Company’s common stock.

To launch its new business plan, the Company hired a new CEO with experience in its new direction. The industry 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’s intent was to acquire new or underused technologies through the acquisition of licenses and then design commercialization strategies in conjunction with business partners who could facilitate market penetration. The Company has to date acquired the rights to two technologies but has realized no revenues therefrom and is not carrying any value for the rights on its financial statements.

In a different vein, the Company has acquired the rights to be a reseller of certain organic products and engage in pest control application services. These two activities have created revenue streams for the Company, albeit in a minor way at this time. Management believes, however, that these business activities have potential for the Company. During the fiscal quarter ended March 31, 2010, the Company had top line revenues from business operations in the amount of $4,056. During the fiscal quarter ended March 31, 2011, the Company had top-line revenues from business operations in the amount of $3,833.

Capital Resources

Current business operations have been funded by financing activities including borrowing money and the sale of notes and equity capital. During the fiscal quarter ended March 31, 2010, the Company realized net cash of $193,600 through financing activities and $70,634 during the fiscal quarter ended March 31, 2011. Even though management believes operating revenues may be generated through the sale of organic products and pest control services, management plans on continuing meeting it cash obligations in the foreseeable future through the continued sale of its common stock in private placements. Other sources of capital to the Company include bridge financings from shareholders.

Fiscal quarters ended March 31, 2010 and 2011

During the fiscal quarter ended March 31, 2010, the Company incurred $231,362 in general administrative expenses and a net loss of $381,114. Of that amount, $36,352 was in the form of non-cash adjustments such as stock issued to directors and executive officers for services rendered and stock issued to vendors and consultants for compensation. Changes in certain assets and liabilities such as accounts payable and accrued expenses were $152,310. Accordingly, net cash used in operating activities was $192,452 for the quarter ended March 31, 2010. The operations of the Company were sustained by proceeds from the sale of our common stock and proceeds from notes.

During the fiscal quarter ended March 31, 2011, the Company incurred $159,279 in general administrative expenses, down $72,083 from the fiscal quarter ended March 31, 2010. The net loss for the quarter was $303,906. Due to lack of business revenue and the ability to raise money through the sale of equity capital, during the quarter ended March 31, 2011 the Company had to cut back business operations and economize in every way possible to keep the Company operational, thereby resulting in the decreased expense. Of the expense amount, $535 was in the form of non-cash adjustments, and changes in certain assets and liabilities were $234,612. Accordingly, net cash used in operating activities was $68,759. Expenses were offset in part by top-line revenue of $3,833. Revenues came from the sale of organic products and from the Company’s termite control operation.

Management estimates cash expenditures in the future will total approximately $35,000 per month. Accordingly, going forward, the Company needs approximately $105,000 per quarter to stay solvent. As mentioned earlier, these cash needs will be met in the near term through the sale of equity capital and eventually through revenues from its business operations.

- 17 -

Liquidity

In the past, the Company funded its business operations through the sale of convertible notes and equity capital. During the spring and summer of 2009, it became more difficult than it had been in the past to raise operating capital in this manner as a result of the downturn in the nation’s capital markets generally. In addition, as our stock price fell with the fall of the economy, it was more difficult to raise money through the sale of equity capital. Nevertheless, the Company continues its efforts to raise money through the sale of convertible notes.

The Company had also anticipated that it would be generating revenue by mid 2010 through the commercialization of technologies currently owned or acquired by the Company, principally its Canker Kill product. However, label delays for the Canker Kill product at the EPA has pushed back commercialization of this product and an inability to raise large amounts of capital has delayed our ability to acquire and commercialize other technologies.

Our current plans for addressing liquidity concerns is to continue raising money through the sale of convertible notes and to generate revenue through marketing our organic products and operating our termite eradication unit. If we are not successful in raising sufficient capital and achieving sufficient operating revenues, the Company will cease to exist as a going concern.

CONTINGENT LIABILITIES

The following is a discussion of various circumstances that could become material liabilities for the Company. The discussion is not comprehensive as other liabilities that management considers more remote in nature could also arise.

Default on Buy Back Agreements

Payment Demand by two Noteholders

- 18 -

Note to John Cawood

Approximately ninety days ago, a note payable by the Company to Mr. John Cawood in the amount of $100,000 became due and payable. At the present time the Company does not have means to repay the note. The Company has not been contacted by Mr. Cawood or any party representing Mr. Cawood regarding this note.

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 Annual Report on Form 10-K, 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.

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 4.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as discussed below, the Company’s disclosure controls and procedures had not been effective at the reasonable assurance level to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

The Company made no changes during our most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the exchange Act.

- 19 -

PART II – OTHER INFORMATION

Item 1.

Legal Proceedings.

Lawsuit by Gary Harrison

On September 28, 2010, Mr. Harrison filed a lawsuit against the Company in the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County Florida, Civil Division, Division J, Case Number 10019528. The suit seeks to collect $67,857 pursuant to the settlement agreement together with post default interest at the rate of 18% per annum. The suit was served upon the Company on November 11, 2010. The Company had until December 1, 2010, to answer the complaint. Due to a lack of funding, the Company was not able to retain legal counsel for the purpose of answering the complaint within the allotted time. On April 5, 2011, the court entered a default judgment against the Company in the amount of $88,949.80, which amount has been recognized as a liability in the financial statements. To date, to the knowledge of the Company, no legal action has been taken to enforce the judgment.

Default Judgment in favor of Marilyn Simmons

- 20 -

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 September 30, 2010 and $15,000 on July 30, 2010. The Company was unable to make the first payment and as a result, default judgment was entered against the Company in the amount of $50,000 on July 13, 2010. Brown and Goldfarb has agreed to not execute on their judgment if they receive payment of $25,000. So far the Company has only been able to pay $5,000. The Company has accrued $50,000 to reflect the liability to the Company as a result of the default judgment. At the present time the parties are negotiating a settlement whereby the Company will pay an additional $5,000 and the rest of the payment will be in stock. Until the Company has the requisite $5,000, this arrangement cannot be finalized.

Lawsuit by Margaret Wisniewski

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 September 30, 2010, 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.

- 21 -

Item 5.

Other Information.

None.

Item 6.

Exhibits.

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

- 22 -

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, Chief Financial Officer and Chief Accounting Officer

Date: June 20, 2011

- 23 -

Enviro-serve, Inc. - FORM 10-Q - June 20, 2011

Attached files

Enviro-serve, Inc. Reports