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Novo Integrated Sciences, Inc. - Quarter Report: 2008 March (Form 10-Q)

Form 10-Q
Table of Contents

 

 

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, 2008

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from             , 200  , to             , 200  .

Commission File Number

333-109118

 

 

Turbine Truck Engines, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Nevada   59-3691650

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification Number)

1301 International Speedway Boulevard, Deland, Florida 32724

(Address of Principal Executive Offices)

(386) 943-8358

(Registrant’s Telephone Number)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer, large accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

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 Exchange Act).    Yes  ¨    No  x

Transitional Small Business Disclosure Format (check one):    Yes  ¨    No  x

There were 17,721,346 shares of the Registrant’s $.001 par value common stock outstanding as of March 31, 2008.

 

 

 


Table of Contents

Turbine Truck Engines, Inc.

(A Development Stage Company)

Contents

 

Part I – Financial Information   
Item 1.    Financial Statements    2
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operation    20
Item 3.    Quantitative and Qualitative Disclosures About Market Risk    22
Item 4T.    Controls and Procedures    22
Part II – Other Information   
Item 1.    Legal Proceedings    22
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds    23
Item 3.    Defaults Upon Senior Securities    23
Item 4.    Submission of Matters to a Vote of Security Holders    23
Item 5.    Other Information    23
Item 6.    Exhibits    23

Signatures

   24


Table of Contents

PART I—FINANCIAL INFORMATION

Statements in this Form 10Q Quarterly Report may be “forward-looking statements.” Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on our current expectations, estimates and projections about our business based, in part, on assumptions made by our management. These assumptions are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in this Form 10Q Quarterly Report, under “Management’s Discussion and Analysis of Financial Condition or Plan of Operation and in other documents which we file with the Securities and Exchange Commission.

In addition, such statements could be affected by risks and uncertainties related to our financial condition, factors that affect our industry, market and customer acceptance, changes in technology, fluctuations in our quarterly results, our ability to continue and manage our growth, liquidity and other capital resource issues, competition, fulfillment of contractual obligations by other parties and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 10Q Quarterly Report, except as required by law.


Table of Contents
Item 1. Financial Statements

Turbine Truck Engines, Inc.

(A Development Stage Enterprise)

Financial Statements

As of March 31, 2008 (unaudited) and December 31, 2007 and

for the three months ended March 31, 2008 and 2007 (unaudited)

and the Period November 27, 2000 (Date of Inception)

through March 31, 2008 (unaudited)

Contents

 

Financial Statements:

  

Balance Sheets

   3

Statements of Operations

   4

Statements of Changes in Stockholders’ Deficit

   5

Statements of Cash Flows

   12

Notes to Financial Statements

   14

 

2


Table of Contents

Turbine Truck Engines, Inc.

(A Development Stage Enterprise)

Balance Sheets

 

     March 31,
2008
(Unaudited)
    December 31,
2007
 

Assets

    

Current assets:

    

Cash

   $ 1,449     $ 2,822  

Prepaid expenses

       2,330  
                

Total current assets

     1,449       5,152  
                

Furniture and equipment, net of accumulated depreciation of $22,180 (2008) and $17,665 (2007)

     26,543       31,057  
                
   $ 27,992       36,209  
                

Liabilities and Stockholders’ Deficit

    

Current liabilities:

    

Accounts payable

   $ 35,232     $ 40,060  

Accrued expenses

     292,593       270,155  

Accrued interest

     12,879       12,879  

Accrued payroll

     15,653       11,488  

Accrued royalty fees

     375,000       312,500  

Due to related party

     40,050       39,500  

Note payable

     500    
                

Total current liabilities

     771,907       686,582  

Accrued payroll – long term

     331,562       340,174  

Note payable to related party

     1,901       1,901  
                

Total liabilities

     1,105,370       1,028,657  

Stockholders’ deficit:

    

Preferred stock; $.001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding

    

Common stock; $.001 par value; 99,000,000 shares authorized; 17,721,346 (2008) and 17,349,346 (2007) shares issued and outstanding

     17,719       17,347  

Additional paid in capital

     7,577,672       7,484,124  

Deficit accumulated during development stage

     (8,488,179 )     (8,309,329 )

Prepaid consulting services paid with common stock

     (17,500 )     (17,500 )

Receivable for common stock

     (167,090 )     (167,090 )
                

Total stockholders’ deficit

     (1,077,378 )     (992,448 )
                
   $ 27,992     $ 36,209  
                

The accompanying notes are an integral part of the financial statements.

 

3


Table of Contents

Turbine Truck Engines, Inc.

(A Development Stage Company)

Statements of Operations

(unaudited)

 

     Three Months Ended
March 31,
    Period
November 27,
2000 (Date of
Inception) through
March 31, 2008
 
     2008     2007    

Research and development costs

   $       $ 115,313     $ 3,282,104  

Operating costs

     178,128       559,365       5,153,006  
                        
     178,128       674,678       8,435,110  

Interest (income) expense

     722       473       53,069  
                        

Net loss

   $ (178,850 )   $ (675,151 )   $ (8,488,179 )
                        

Net loss per share

   $ (.01 )   $ (.05 )   $ (.74 )
                        

Weighted average number of common shares

     17,588,687       14,012,852       11,455,725  
                        

The accompanying notes are an integral part of the financial statements.

 

4


Table of Contents

Turbine Truck Engines, Inc.

(A Development Stage Company)

Statement of Changes in Stockholders’ Deficit

For the Three Months Ended March 31, 2008 and

For Each of the Years from November 27, 2000 (Date of Inception) through March 31, 2008

 

     Common Stock     Additional
Paid in
Capital
    Deficit
Accumulated
During
Development
Stage
 
     Shares     Amount      

Issuance of common stock for option to acquire license and stock subscription receivable, December 2000

   10,390,000     $ 10,390      

Net loss for the period

         $ (4,029 )
                              

Balance, December 31, 2000

   10,390,000       10,390         (4,029 )

Issuance of common stock for cash, February 2001*

   10,000       10     $ 4,990    

Issuance of common stock for cash, March 2001*

   10,000       10       4,990    

Issuance of common stock for cash, August 2001*

   10,000       10       4,990    

Issuance of common stock for cash, September 2001*

   55,000       55       27,445    

Payment for common stock issued under subscription receivable

        

Net loss

           (31,789 )
                              

Balance, December 31, 2001

   10,475,000       10,475       42,415       (35,818 )

Issuance of common stock for cash, January 2002*

   5,000       5       2,495    

Issuance of common stock for cash, February 2002*

   10,000       10       4,990    

Issuance of common stock for cash, April 2002*

   25,000       25       12,475    

Issuance of common stock for cash, May 2002*

   65,000       65       32,435    

Issuance of common stock for cash, June 2002*

   70,000       70       34,930    

Issuance of common stock for cash, August 2002*

   10,000       10       4,990    

Issuance of common stock for cash, October 2002*

   10,000       10       4,990    

Issuance of common stock to acquire licensing agreement, July 2002*

   5,000,000       5,000       2,495,000    

Shares returned to treasury by founding stockholder, July 2002

   (5,000,000 )     (5.000 )     5,000    

Net loss

           (2,796,768 )
                              

Balance, December 31, 2002

   10,670,000       10,670       2,639,720       (2,832,586 )

Issuance of common stock for cash, February 2003*

   207,000       207       103,293    

Issuance of common stock for cash, September 2003*

   30,000       30       14,970    

Issuance of common stock for services, September 2003*

   290,000       290       144,710    

Payment for common stock issued under subscription agreement

        

Offering costs for private placement offering

         (33,774 )  

Net loss

           (190,567 )
                              

Balance, December 31, 2003

   11,197,000       11,197       2,868,919       (3,023,153 )

Issuance of notes payable with beneficial conversion feature

         19,507    

Issuance of common stock for services, September 2004 ($2.00 per share)

   20,000       20       39,980    

Conversion of notes payable, August 2004 ($2.00 per share)

   31,125       31       62,219    

Issuance of common stock for cash, September 2004 ($2.00 per share)

   25,025       25       50,025    

Issuance of common stock for cash, October 2004 ($2.00 per share)

   1,000       1       1,999    

Issuance of common stock for cash, November 2004 ($2.00 per share)

   3,500       4       6,996    

Issuance of common stock for cash, December 2004 ($2.00 per share)

   3,000       3       5,997    

Amortization of offering costs related to Form SB-2 filing

         (10,159 )  

Amortization of stock for services related to Form SB-2 offering

         (6,317 )  

Contribution from shareholder

         18,256    

Net loss

           (282,009 )
                              

Balance, December 31, 2004

   11,280,650       11,281       3,057,422       (3,305,162 )

 

* Common stock issued at $.50 per share.

The accompanying notes are an integral part of the financial statements.

 

5


Table of Contents
     Deferred
Non-Cash
Offering
Costs
    Prepaid
Consulting
Services Paid
for with
Common
Stock
   Receivable
for
Common
Stock
   Subscription
Receivable
    Total  

Issuance of common stock for option to acquire license and stock subscription receivable, December 2000

           $ (390 )   $ 10,000  

Net loss for the period

               (4,029 )

Balance, December 31, 2000

             (390 )     5,971  

Issuance of common stock for cash, February 2001*

               5,000  

Issuance of common stock for cash, March 2001*

               5,000  

Issuance of common stock for cash, August 2001*

               5,000  

Issuance of common stock for cash, September 2001*

               27,500  

Payment for common stock issued under subscription receivable

             300       300  

Net loss

               (31,789 )
                                  

Balance, December 31, 2001

             (90 )     16,982  

Issuance of common stock for cash, January 2002*

               2,500  

Issuance of common stock for cash, February 2002*

               5,000  

Issuance of common stock for cash, April 2002*

               12,500  

Issuance of common stock for cash, May 2002*

               32,500  

Issuance of common stock for cash, June 2002*

             (2,500 )     32,500  

Issuance of common stock for cash, August 2002*

               5,000  

Issuance of common stock for cash, October 2002*

               5,000  

Issuance of common stock to acquire licensing agreement, July 2002*

               2,500,000  

Shares returned to treasury by founding stockholder, July 2002

            

Net loss

               (2,796,768 )
                                  

Balance, December 31, 2002

             (2,590 )     (184,786 )

Issuance of common stock for cash, February 2003*

               103,500  

Issuance of common stock for cash, September 2003*

               15,000  

Issuance of common stock for services, September 2003*

   $ (74,850 )             70,150  

Payment for common stock issued under subscription agreement

             2,500       2,500  

Offering costs for private placement offering

               (33,774 )

Net loss

               (190,567 )
                                  

Balance, December 31, 2003

     (74,850 )           (90 )     (217,977 )

Issuance of notes payable with beneficial conversion feature

               19,507  

Issuance of common stock for services, September 2004 ($2.00 per share)

               40,000  

Conversion of notes payable, August 2004 ($2.00 per share)

               62,250  

Issuance of common stock for cash, September 2004 ($2.00 per share)

               50,050  

Issuance of common stock for cash, October 2004 ($2.00 per share)

               2,000  

Issuance of common stock for cash, November 2004 ($2.00 per share)

               7,000  

Issuance of common stock for cash, December 2004 ($2.00 per share)

               6,000  

Amortization of offering costs related to Form SB-2 filing

               (10,159 )

Amortization of stock for services related to Form SB-2 offering

     6,317            

Contribution from shareholder

               18,256  

Net loss

               (282,009 )
                                  

Balance, December 31, 2004

     (68,533 )           (90 )     (305,082 )

 

6


Table of Contents

Turbine Truck Engines, Inc.

(A Development Stage Company)

Statement of Changes in Stockholders’ Deficit

For the Three Months Ended March 31, 2008 and

For Each of the Years from November 27, 2000 (Date of Inception) through March 31, 2008

 

     Common Stock    Additional
Paid in
Capital
    Deficit
Accumulated
During
Development
Stage
 
     Shares    Amount     

Issuance of common stock for services, January 2005 ($2.00 per share)

   80,000    80    159,920    

Issuance of common stock in satisfaction of a note payable, February 2005 ($2.00 per share)

   125,000    125    249,875    

Issuance of common stock for cash, February 2005 ($2.00 per share)

   3,200    3    6,397    

Issuance of common stock for cash, March 2005 ($2.00 per share)

   1,500    1    2,999    

Amortization of offering costs related to Form SB-2 filing

         (31,216 )  

Amortization of stock for services related to Form SB-2 offering

         (19,413 )  

Issuance of common stock for services, April 2005 ($2.00 per share)

   5,000    5    9,995    

Capital contribution from stockholder, May 2005

         170,000    

Issuance of common stock for cash, May 2005 ($2.00 per share)

   15,550    16    31,084    

Write off of stock for services related to Form SB-2 filing

          

Issuance of common stock for cash, June 2005 ($2.00 per share)

   9,100    9    18,191    

Issuance of common stock for services, June 2005 ($1.70 per share)

   100,000    100    169,900    

Capital contribution from stockholder, June 2005

         450    

Issuance of common stock for cash, August 2005 ($1.00 per share)

   5,000    5    4,995    

Issuance of common stock for services, July 2005 ($1.00 per share)

   40,000    40    39,960    

Amortization of prepaid services paid for with common stock

          

Write off prepaid services paid for with common stock due to terminated

Agreement

          

Issuance of common stock for cash, October ($1.00 per share)

   25,000    25    24,975    

Issuance of common stock for cash, November ($1.00 per share)

   20,000    20    19,980    

Issuance of common stock for cash, December ($1.00 per share)

   5,000    5    4,995    

Net loss

           (1,068,738 )
                      

Balance, December 31, 2005

   11,715,000    11,715    3,920,509     (4,373,900 )

Issuance of common stock for cash, January ($1.00 per share)

   65,000    65    64,935    

Issuance of common stock for cash, February ($1.00 per share)

   1,500    2    1,498    

Amortization of prepaid services paid for with common stock

          

Issuance of common stock for cash, March ($1.00 per share)

   1,675    2    1,673    

Issuance of common stock for cash, April ($1.00 per share)

   5,000    5    4,995    

Issuance of common stock for services, May ($1.00 per share)

   10,000    10    9,990    

Issuance of common stock for services, May ($1.15 per share)

   10,000    10    11,490    

Issuance of common stock for cash, June ($.80 per share)

   15,000    15    11,985    

Issuance of common stock and warrants for cash, June ($.50 per share)

   200,000    200    99,800    

Issuance of common stock for services, June ($1.15 per share)

   150,000    150    172,350    

Issuance of common stock for services, July ($1.10 per share)

   109,091    109    119,891    

Issuance of common stock for services, July ($.50 per share)

   30,000    30    14,970    

Issuance of common stock for settlement of debt, August ($.85 per share)

   125,253    125    106,341    

Issuance of common stock for services, August ($.81 per share)

   10,000    10    8,065    

Issuance of common stock and warrants for cash, September ($.50 per share)

   167,200    167    83,433    

Issuance of common stock for services, September ($.50 per share)

   210,000    210    104,790    

Issuance of common stock for services, September ($.74 per share)

   10,000    10    7,385    

Issuance of common stock in settlement of a payable, September ($4.16 per share)

   100,000    100    416,567    

Issuance of options to employees, directors and consultants, September

         78,355    

The accompanying notes are an integral part of the financial statements.

 

7


Table of Contents
     Deferred
Non-Cash
Offering
Costs
   Prepaid
Consulting
Services Paid
for with
Common
Stock
    Receivable
for
Common
Stock
   Subscription
Receivable
    Total  

Issuance of common stock for services, January 2005 ($2.00 per share)

             160,000  

Issuance of common stock in satisfaction of a note payable, February 2005 ($2.00 per share)

             250,000  

Issuance of common stock for cash, February 2005 ($2.00 per share)

             6,400  

Issuance of common stock for cash, March 2005 ($2.00 per share)

             3,000  

Amortization of offering costs related to Form SB-2 filing

             (31,216 )

Amortization of stock for services related to Form SB-2

offering

   19,413          

Issuance of common stock for services, April 2005 ($2.00 per share)

             10,000  

Capital contribution from stockholder, May 2005

             170,000  

Issuance of common stock for cash, May 2005 ($2.00 per share)

             31,100  

Write off of stock for services related to Form SB-2 filing

   49,120           49,120  

Issuance of common stock for cash, June 2005 ($2.00 per share)

             18,200  

Issuance of common stock for services, June 2005 ($1.70 per share)

      $ (170,000 )       

Capital contribution from stockholder, June 2005

             450  

Issuance of common stock for cash, August 2005 ($1.00 per share)

             5000  

Issuance of common stock for services, July 2005 ($1.00 per share)

        (40,000 )       

Amortization of prepaid services paid for with common stock

        26,833          26,833  

Write off prepaid services paid for with common stock due to

terminated agreement

        161,500          161,500  

Issuance of common stock for cash, October ($1.00 per share)

             25,000  

Issuance of common stock for cash, November ($1.00 per share)

             20,000  

Issuance of common stock for cash, December ($1.00 per share)

             5000  

Net loss

             (1,068,738 )
                              

Balance, December 31, 2005

        (21,667 )      (90 )   (463,433 )

Issuance of common stock for cash, January ($1.00 per share)

             65,000  

Issuance of common stock for cash, February ($1.00 per share)

             1,500  

Amortization of prepaid services paid for with common stock

        204,556          204,556  

Issuance of common stock for cash, March ($1.00 per share)

             1,675  

Issuance of common stock for cash, April ($1.00 per share)

             5,000  

Issuance of common stock for services, May ($1.00 per share)

             10,000  

Issuance of common stock for services, May ($1.15 per share)

             11,500  

Issuance of common stock for cash, June ($.80 per share)

             12,000  

Issuance of common stock and warrants for cash, June ($.50 per share)

             100,000  

Issuance of common stock for services, June ($1.15 per share)

        (172,500 )       

Issuance of common stock for services, July ($1.10 per share)

        (120,000 )       

Issuance of common stock for services, July ($.50 per share)

        (5,000 )        10,000  

Issuance of common stock for settlement of debt, August ($.85 per share)

             106,466  

Issuance of common stock for services, August ($.81 per share)

             8,075  

Issuance of common stock and warrants for cash, September

($.50 per share)

             83,600  

Issuance of common stock for services, September ($.50 per share)

        (12,500 )        92,500  

Issuance of common stock for services, September ($.74 per share)

             7,395  

Issuance of common stock in settlement of a payable, September ($4.16 per share)

             416,667  

Issuance of options to employees, directors and consultants, September

             78,355  

The accompanying notes are an integral part of the financial statements.

 

8


Table of Contents

Turbine Truck Engines, Inc.

(A Development Stage Company)

Statement of Changes in Stockholders’ Deficit

For the Three Months Ended March 31, 2008 and

For Each of the Years from November 27, 2000 (Date of Inception) through March 31, 2008

 

     Common Stock    Additional
Paid in
Capital
   Deficit
Accumulated
During
Development
Stage
 
     Shares    Amount      

Issuance of common stock for services, October ($0.50, per shares)

   30,000      30      14,970   

Issuance of options to employees, directors and consultants, October

           155,185   

Issuance of common stock for cash, October ($0.50 per share)

   16,000      16      7,984   

Issuance of common stock for services, October ($0.67, per shares)

   15,000      15      9,985   

Issuance of common stock for services, November ($0.50, per shares)

   188,000      188      93,812   

Issuance of common stock for cash, November ($0.50 per share)

   100,000      100      49,900   

Issuance of common stock for cash, November ($0.60 per share)

   2,833      3      1,697   

Net loss

              (1,465,077 )
                           

Balance December 31, 2006

   13,286,552      13,287      5,572,555      (5,838,977 )

Issuance of options to consultants, January

           155,188   

Issuance of common stock for cash, January ($0.50 per share)

   26,000      26      12,974   

Issuance of common stock for exercise of options, January ($0.50 per share)

   300,000      300      149,700   

Issuance of common stock for services, January ($0.66, per shares)

   50,000      50      32,950   

Issuance of common stock for services, January ($0.51, per shares)

   10,000      10      5,090   

Issuance of common stock for exercise of options, February ($0.50 per share)

   100,000      100      49,900   

Issuance of common stock for exercise of options, February ($0.60 per share)

   20,000      20      11,980   

Issuance of common stock for cash, February ($0.23 per share)

   239,130      239      54,761   

Issuance of common stock for services, February ($0.87, per shares)

   50,000      50      43,200   

Issuance of common stock for services, February ($0.72, per shares)

   20,000      20      14,280   

Issuance of common stock for cash, February ($0.23 per share)

   558,696      559      127,941   

Issuance of common stock for services, March ($0.65, per shares)

   25,000      25      16,225   

Issuance of common stock for services, March ($0.70, per shares)

   25,000      25      17,475   

Issuance of common stock for exchange of fixed assets, April ($0.50, per share)

   2,000      2      998   

Issuance of common stock for cash, May ($0.25, per share)

   24,000      24      5,976   

Issuance of common stock for cash, June ($0.25, per share)

   26,000      26      6,474   

Issuance of common stock for services, June ($0.43, per share)

   75,000      75      32,175   

Issuance of common stock for exchange of fixed assets, June ($0.50 per share)

   8,000      8      3,992   

Issuance of common stock for services, June ($0.44, per share)

   100,000      100      43,900   

Amortization of prepaid services paid for with common stock

           

Issuance of common stock and warrants for cash, July ($0.25, per share)

   72,000      72      17,928   

Issuance of common stock for services, August ($0.55, per share)

   160,000      160      87,840   

Issuance of common stock for services, August ($0.50, per share)

   3,000      3      1,497   

Issuance of common stock for services, August ($0.38, per share)

   28,600      28      10,839   

Issuance of common stock and warrants for cash, August ($0.25, per share)

   270,000      270      67,230   

Issuance of common stock for services, September ($0.50, per share)

   1,300,000      1,300      648,700   

Issuance of common stock for cash, September ($0.25, per share)

   164,000      164      40,836   

Issuance of common stock for cash, September ($0.30, per share)

   26,666      26      7,973   

Issuance of common stock for cash, September ($0.37, per share)

   54,243      53      19,646   

Issuance of options & warrants to employees & consultants, September

           108,470   

Issuance of common stock for services, October ($0.25, per share)

   6,000      6      1,494   

Issuance of common stock for services, October ($0.56, per share)

   2,700      3      1,497   

Issuance of common stock for cash, October ($0.50, per share)

   55,000      55      27,445   

Issuance of common stock for cash, October ($0.53, per share)

   1,905      2      998   

Issuance of common stock for cash, November ($0.28, per share)

   125,291      125      34,956   

Issuance of common stock for cash, November ($0.32, per share)

   1,563      1      499   

Issuance of common stock for cash, November ($0.37, per share)

   40,000      40      14,760   

Issuance of common stock for cash, November ($0.68, per share)

   25,000      25      16,850   

Issuance of common stock for cash, December ($0.25, per share)

   68,000      68      16,932   

Net loss

              (2,470,352 )
                           

Balance December 31, 2007

   17,349,346    $ 17,347    $ 7,484,124    $ (8,309,329 )

The accompanying notes are an integral part of the financial statements.

 

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     Deferred
Non-Cash
Offering
Costs
   Prepaid
Consulting
Services Paid
for with
Common Stock
    Subscription
Receivable
    Total  

Issuance of common stock for services, October ($0.50, per shares)

            15,000  

Issuance of options to employees, directors and consultants, October

            155,185  

Issuance of common stock for cash, October ($0.50 per share)

            8,000  

Issuance of common stock for services, October ($0.67, per shares)

            10,000  

Issuance of common stock for services, November ($0.50, per shares)

        (80,000 )       14,000  

Issuance of common stock for cash, November ($0.50 per share)

            50,000  

Issuance of common stock for cash, November ($0.60 per share)

            1,700  

Net loss

            (1,465,077 )
                               

Balance December 31, 2006

        (207,111 )     (90 )     (460,336 )

Issuance of options to consultants, January

            155,188  

Issuance of common stock for cash, January ($0.50 per share)

            13,000  

Issuance of common stock for exercise of options, January ($0.50 per share)

          (150,000 )  

Issuance of common stock for services, January ($0.66, per shares)

        (33,000 )    

Issuance of common stock for services, January ($0.51, per shares)

            5,100  

Issuance of common stock for exercise of options, February ($0.50 per share)

          (15,000 )     35,000  

Issuance of common stock for exercise of options, February ($0.60 per share)

          (12,000 )  

Issuance of common stock for cash, February ($0.23 per share)

            55,000  

Issuance of common stock for services, February ($0.87, per share)

            43,250  

Issuance of common stock for services, February ($0.72, per share)

            14,300  

Issuance of common stock for cash, February ($0.23 per share)

            128,500  

Issuance of common stock for services, March ($0.65, per shares)

            16,250  

Issuance of common stock for services, March ($0.70, per shares)

        (17,500 )    

Issuance of common stock for exchange of fixed assets, April ($0.50, per share)

            1,000  

Issuance of common stock for cash, May ($0.25, per share)

            6,000  

Issuance of common stock for cash, June ($0.25, per share)

            6,500  

Issuance of common stock for services, June ($0.43, per share)

            32,250  

Issuance of common stock for exchange of fixed assets, June ($0.50 per share)

            4,000  

Issuance of common stock for services, June ($0.44, per share)

            44,000  

Amortization of prepaid services paid for with common stock

        890,111         890,111  

Issuance of common stock and warrants for cash, July ($0.25, per share)

            18,000  

Issuance of common stock for services, August ($0.55, per share)

            88,000  

Issuance of common stock for services, August ($0.50, per share)

            1,500  

Issuance of common stock for services, August ($0.38, per share)

            10,867  

Issuance of common stock and warrants for cash, August ($0.25, per share)

            67,500  

Issuance of common stock for services, September ($0.50, per share)

        (650,000 )    

Issuance of common stock for cash, September ($0.25, per share)

            41,000  

Issuance of common stock for cash, September ($0.30, per share)

            7,999  

Issuance of common stock for cash, September ($0.37, per share)

            19,699  

Issuance of options & warrants to employees & consultants, September

            108,470  

Issuance of common stock for services, October ($0.25, per share)

            1,500  

Issuance of common stock for services, October ($0.56, per share)

            1,500  

Issuance of common stock for cash, October ($0.50, per share)

            27,500  

Issuance of common stock for cash, October ($0.53, per share)

            1,000  

Issuance of common stock for cash, November ($0.28, per share)

            35,081  

Issuance of common stock for cash, November ($0.32, per share)

            500  

Issuance of common stock for cash, November ($0.37, per share)

            14,800  

Issuance of common stock for cash, November ($0.68, per share)

            16,875  

Issuance of common stock for cash, November ($0.25, per share)

            17,000  

Payment on receivable for common stock

          10,000       10,000  

Net loss

            (2,470,352 )
                               

Balance December 31, 2007

   $      $ (17,500 )   $ (167,090 )   $ (992,448 )

The accompanying notes are an integral part of the financial statements.

 

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Turbine Truck Engines, Inc.

(A Development Stage Company)

Statement of Changes in Stockholders’ Deficit

For the Three Months Ended March 31, 2008 and

For Each of the Years from November 27, 2000 (Date of Inception) through March 31, 2008

 

     Common Stock    Additional
Paid in
Capital
   Deficit
Accumulated
During
Development
Stage
 
     Shares    Amount      

Issuance of common stock and warrants for cash, January ($0.15, per shares) (unaudited)

   200,000      200      29,800   

Issuance of common stock for services, February ($0.38, per shares) (unaudited)

   160,000      160      60,640   

Issuance of common stock for services, February ($0.26, per shares) (unaudited)

   12,000      12      3,108   

Net loss for the three months ended March 31, 2008 (unaudited)

              (178,850 )
                           

Balance March 31, 2008 (unaudited)

   17,721,346    $ 17,719    $ 7,577,672    $ (8,488,179 )
                           

 

 

     Deferred
Non-Cash
Offering
Costs
   Prepaid
Consulting
Services Paid
for with
Common Stock
    Subscription
Receivable
    Total  

Issuance of common stock and warrants for cash, January ($0.15, per shares) (unaudited)

            30,000  

Issuance of common stock for services, February ($0.38, per shares) (unaudited)

            60,800  

Issuance of common stock for services, February ($0.26, per shares) (unaudited)

            3,120  

Net loss for the three months ended March 31, 2008 (unaudited)

            (178,850 )
                               

Balance March 31, 2008 (unaudited)

   $      $ (17,500 )   $ (167,090 )   $ (1,077,378 )
                               

 

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Turbine Truck Engines, Inc.

(A Development Stage Company)

Statements of Cash Flows

 

     Three Months Ended
March 31,
    Period
November 27,
2000 (Date of
Inception) through
March 31, 2008
 
     2008     2007    
     (unaudited)     (unaudited)     (unaudited)  

Operating activities

      

Net loss

   $ (178,850 )   $ (675,151 )   $ (8,488,179 )

Adjustments to reconcile net loss to net cash used by operating activities:

      

Common stock and long-term debt issued for acquisition of license agreement

         2,735,649  

Common stock issued for services and amortization of common stock issued for services

     63,920       219,638       2,064,059  

Contribution from shareholder

         188,706  

Write off deferred offering costs

         119,383  

Write off of deferred non cash offering costs

         49,120  

Depreciation

     4,514       273       22,179  

Amortization of discount on notes payable

         33,858  

Options issued to employees, directors and consultants

       155,188       497,198  

(Decrease) in prepaid expenses

     2,330      

(Decrease) increase in:

      

Accounts payable

     (4,829 )     (3,072 )     35,231  

Accrued expenses

     22,437       40,312       292,592  

Accrued payroll

     (4,445 )     55,238       347,215  

Accrued interest

         12,879  

Accrued royalty fees

     62,500       62,500       791,667  
                        

Net cash used by operating activities

     (32,423 )     (145,074 )     (1,298,443 )
                        

Investing activities

      

Issuance of notes receivable from stockholders

         (23,000 )

Repayment of notes receivable from stockholders

         22,095  

Advances to related party

         805  

Purchase of fixed assets

       (14,482 )     (43,723 )
                        

Net cash used by investing activities

       (14,482 )     (43,823 )
                        

Financing activities

      

Repayment of stockholder advances

     (4,100 )     (8,833 )     (107,280 )

Advances from stockholders

     4,650       2,445       255,798  

Increase in deferred offering costs

         (194,534 )

Proceeds from issuance of common stock

     30,000       196,500       1,282,071  

Proceeds from exercise of options

       35,000       45,000  

Proceeds from issuance of subscription

         (90 )

Proceeds from issuance of notes payable

     500         62,750  
                        

Net cash provided by financing activities

     31,050       225,112       1,343,715  
                        

Net increase (decrease) in cash

     (1,373 )     65,556       1,449  

Cash at beginning of year/period

     2,822       1,082    
                        

Cash at end of year/period

   $ 1,449     $ 66,638     $ 1,449  
                        

The accompanying notes are an integral part of the financial statements

 

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Three Months Ended
March 31,

   Period
November 27,
2000 (Date of
Inception) through
March 31,

2008
     2008    2007   
     (unaudited)    (unaudited)    (unaudited)

Supplemental disclosures of cash flow information and noncash investing and financing activities:

        

Cash paid for interest

   $ 0    $ 0    $ 748
                    

Subscription receivable for issuance of common stock

   $ 0    $ 0    $ 90
                    

Option to acquire license for issuance of common stock

   $ 0    $ 0    $ 10,000
                    

Deferred offering costs netted against issuance of common stock under private placement

   $ 0    $ 0    $ 33,774
                    

Deferred offering costs netted against issuance of common stock

   $ 0    $ 0    $ 41,735
                    

Value of beneficial conversion feature of notes payable

   $ 0    $ 0    $ 19,507
                    

Deferred non-cash offering costs in connection with private placement

   $ 0    $ 0    $ 74,850
                    

Application of amount due from shareholder against related party debt

   $ 0    $ 0    $ 8,099
                    

Amortization of offering costs related to stock for services

   $ 0    $ 0    $ 25,730
                    

Settlement of notes payable in exchange for common stock

   $ 0    $ 0    $ 356,466
                    

Common stock issued in exchanged for prepaid services

   $ 0    $ 0    $ 1,090,500
                    

Common stock issued in exchange for accrued royalties

   $ 0    $ 0    $ 416,667
                    

Receivable issued for exercise of common stock options

   $ 0    $ 167,000    $ 167,000
                    

Common stock issued in exchange for fixed assets

   $ 0    $ 0    $ 5,000
                    

The accompanying notes are an integral part of the financial statements.

 

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Turbine Truck Engines, Inc.

(A Development Stage Enterprise)

Notes to Financial Statements

For the Three Months Ended March 31, 2008 and 2007 (unaudited)

and the Period November 27, 2000 (Date of Inception)

through March 31, 2008 (unaudited)

1. Background Information

Turbine Truck Engines, Inc. (the “Company”) is a development stage enterprise that was incorporated in the state of Delaware on November 27, 2000. On February 20, 2008, the Company was redomiciled to the State of Nevada. To date, the Company’s activities have been limited to raising capital, organizational matters, and the structuring of its business plan. The corporate headquarters is located in DeLand, Florida. The Company’s planned line of business will be the design, development, and testing of turbine truck engine technology licensed through Alpha Engines Corporation (“Alpha”). Alpha owns the patents to a new gas turbine engine system called Detonation Cycle Gas Turbine Engine. Upon the successful demonstration of a highway truck engine using the technology, the Company may form a joint venture with a major heavy duty highway truck manufacturer to manufacture, market, and sell turbine truck engines for use in heavy duty highway trucks throughout the United States.

2. Financial Statements

In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair statement of (a) the results of operations for the three month periods ended March 31, 2008 and 2007 and the Period November 27, 2000 (Date of Inception) through March 31, 2008, (b) the financial position at March 31, 2008 and December 31, 2007, and (c) cash flows for the three month periods ended March 31, 2008 and 2007, and the Period November 27, 2000 (Date of Inception) through March 31, 2008, have been made.

The unaudited financial statements and notes are presented as permitted by Form 10-Q. Accordingly, certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. The accompanying financial statements and notes should be read in conjunction with the audited financial statements and notes of the Company for the fiscal year ended December 31, 2007. The results of operations for the three month periods ended March 31, 2008 and 2007 are not necessarily indicative of those to be expected for the entire year.

3. Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This statement does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, and all interim periods within those fiscal years. In February 2008, the FASB released FASB Staff Position (FSP FAS 157-2 – Effective Date of FASB Statement No. 157) which delays the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. The implementation of SFAS No. 157 for financial assets and liabilities, effective January 1, 2008, did not have an impact on the Company’s financial position and results of operations.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure, on an item-by-item basis, specified financial instruments and certain other items at fair value. Unrealized gains and losses on items for which the fair value option has been elected are required to be reported in earnings at

 

14


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each reporting date. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007, the provisions of which are required to be applied prospectively. The Company adopted this Statement as of January 1, 2008 and has elected not to apply the fair value option to any of its financial instruments.

In December 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141 (revised 2007), Business Combinations, which replaces SFAS No 141. The statement retains the purchase method of accounting for acquisitions, but requires a number of changes, including changes in the way assets and liabilities are recognized in the purchase accounting. It also changes the recognition of assets acquired and liabilities assumed arising from contingencies, requires the capitalization of in-process research and development at fair value, and requires the expensing of acquisition-related costs as incurred. SFAS No. 141R is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008.

In December 2007, the FASB issued SFAS No. 160. “Noncontrolling Interests in Consolidated Financial Statements-and Amendment of ARB No. 51.” SFAS 160 establishes accounting and reporting standards pertaining to ownership interests in subsidiaries held by parties other than the parent, the amount of net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of any retained noncontrolling equity investment when a subsidiary is deconsolidated. This statement also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 is effective for fiscal years beginning on or after December 15, 2008. The adoption of SFAS 160 is not currently expected to have a material effect on the Company’s financial position, results of operations, or cash flows.

In March 2008, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The company is currently evaluating the impact of adopting SFAS. No. 161 on its financial statements.

4. Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the three months ended March 31, 2008 and since November 27, 2000 (date of inception) through March 31, 2008, the Company has had a net loss of $178,850 and $8,488,179, respectively. As of March 31, 2008, the Company has not emerged from the development stage. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. Since inception, the Company has financed its activities principally from the sale of public equity securities. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes and proceeds from sub-licensing agreements until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

5. Contingencies

Once the Company becomes operational it will be obligated to pay production royalties to Alpha at the rate of eight percent of net sales of the Detonation Cycle Gas Turbine Engine. The minimum royalty amount is $250,000 per year, and the Company began accruing for the fee in February 2005. The royalty fee will be reduced by production royalties paid. Unpaid royalty fees amounted to $375,000 as of March 31, 2008.

 

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On September 25, 2001, the Company entered into a consulting agreement with Vladan Ivankovic whereby Mr. Ivankovic would act as intermediary on the European Union market, with interested manufacturers of trucks and truck engines, as well as manufacturers of other engines for all possible purposes, in order to locate partners interested in buying the Detonation Cycle Gas Turbine Engine license for production and distribution. Mr. Ivankovic will receive compensation in the amount of six percent of all equities raised by Mr. Ivankovic. In addition, for all mergers and acquisitions introduced to the Company, Mr. Ivankovic would receive payment based on a sliding scale starting at six percent of the first $25,000,000; five percent of the next $25,000,000; four percent of the next $25,000,000; and three percent of the remaining enterprise value. Mr. Ivankovic has been authorized to choose potential partners and to conduct negotiations on behalf of the Company. As of March 31, 2008, Mr. Ivankovic has not raised any funds nor has he located any partners or merger or acquisition targets for the Company.

On July 1, 2002, the Company entered into a consulting agreement with the inventor of the Detonation Cycle Gas Turbine Engine and majority stockholder of Alpha. In connection with the consulting agreement, a $2,500 retainer per month is due for consulting services rendered. This agreement was cancelled as of April 2005, however, the Company has accrued $62,500 for unpaid retainer fees as of March 31, 2008. In addition, the Company agreed to pay the inventor $1,000 per day plus all out-of-pocket expenses for design and engineering services rendered. The inventor has not provided any design or engineering services through March 31, 2008.

On February 1, 2006, the Company entered into an agreement with Embry-Riddle Aeronautical University to complete a 3D model and certain modifications to the original Detonation Gas Turbine Engine in exchange for a fixed price amount. The Company has expensed $10,670 related to this agreement which expired on June 30, 2007. On August 31, 2007, the Company extended the original agreement through December 31, 2009 with a total additional amount not to exceed approximately $297,000. There were no additional costs incurred during the three months ended March 31, 2008 and 2007.

On August 22, 2006, the Company entered into an agreement with Renmark Financial Communications Financiers for consulting services in exchange for a monthly fee of 6,000 Canadian dollars. Currently, the Company is in the process of renegotiating the terms, therefore, no additional payments have been made during the three months ended March 31, 2008 and 2007.

On August 2, 2006, the Company entered into an agreement with Standart Capital SA, Inc. to raise at least $1 million and not more than $5 million through the sale of the Company’s common stock and to assist in locating a merger candidate. In exchange for these services, the Company shall pay a $50,000 retainer fee, 8% commission of the gross proceeds from the Regulation D offering, 8% fee for any cash paid for a merger candidate and 8% of the securities resulting from the merger that will be issued and outstanding following the merger. Also, the Company will pay $5,000 per month for general business development consulting, strategic planning and other consulting work. The Company issued 25,000 shares of common stock related to the agreement during the year ended December 31, 2007.

The Company leases its corporate headquarters on a month-to-month basis. For the three months ended March 31, 2008 and 2007, rent expense was $9,990 and $5,432, respectively.

During 2007, the Company entered into a lease agreement with Air Papa Bravo, Corporation to lease an airplane hanger for the development of the prototype. The lease agreement is for a two year period with an option to extend the lease for a second two year term. The base rent is $2,000 per month and the lease agreement contains an option to purchase the facility for $310,000 at the expiration of the lease.

Future minimum lease payments are as follows:

 

2008    18,000
2009    12,000

During 2007, the Company entered into a consulting agreement with a consultant to provide the Company with financial and business consulting services and assist the Company in meeting its business

 

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objectives. In exchange for these services, the Company has agreed to issue the consultant 2,450,000 shares of common stock. Through March 31, 2008, the Company has issued the consultant 1,300,000 shares of common stock valued at $650,000. The remaining 1,150,000 shares of common stock will be issued upon the full completion of the contract objectives.

6. Related Party Transactions

During the year ended December 31, 2003, the Company signed a note payable with a related party in the amount of $15,000. The balance at March 31, 2008 is $1,901. This note payable was unsecured, non-interest bearing and has no specific repayment terms, however, payment is not expected prior to March 31, 2009.

The due to related party account is made up of advances from the majority shareholder to assist the Company with its financial obligations. These advances are non-interest bearing, unsecured and due on demand.

As of March 31, 2008, accounts payable included $18,250 due to a director of the Company for various accounting services.

The above amounts are not necessarily indicative of the amounts that would have been incurred had comparable transactions been entered into with independent parties.

7. Stock Options and Warrants

The Company issues stock options to consultants for various services. For these transactions the Company follows the guidance in EITF 96-18 “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring or in Conjunction with Selling Goods or Services”. Costs for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (i) the date at which the counterparty’s performance is complete. For the periods ended March 31, 2008 and 2007 the Company recognized $63,920 and $155,188, respectively, in consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for these services.

In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 123 (Revised 2004), “Share-Based Payment” (SFAS 123R). SFAS 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense in the consolidated financial statements based on their fair values. That expense will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). We adopted SFAS 123R effective beginning January 1, 2006. Prior to the adoption of SFAS 123(R) we did not issue any stock options. The Company amortizes compensation expense on a straight line basis over the requisite service period.

The Company estimates forfeitures, both at the grant date as well as throughout the requisite service period, based on the Company’s historical experience and future expectations. As of March 31, 2008, there was $413,834 of unrecognized stock-based compensation expense related to nonvested stock options. This amount will be recognized as certain performance criteria, as stated in the option agreements, are met. However, as of March 31, 2008, the Company does not believe this remaining unrecognized compensation will be awarded.

The following table represents our nonvested stock options and warrant activity for the three months ended March 31, 2008:

 

     Number of
Options/Warrants
   Weighted Average
Grant Date
Fair Value

Nonvested options - December 31, 2007

   800,000    $ 0.52

Granted

   —     

Vested

   —     

Forfeited

   —     
           

Nonvested options - March 31, 2008

   800,000    $ 0.52
           

 

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The aggregate intrinsic value of options outstanding and exercisable at March 31, 2008, based on the Company’s closing stock price of $0.15 was $0. The aggregate intrinsic value of options outstanding and exercisable at March 31, 2007, based on the Company’s closing stock price of $0.65 was $265,761 and $145,761, respectively. Intrinsic value is the amount by which the fair value of the underlying stock exceeds the exercise price of the options.

During the three months ended March 31, 2008 and 2007, the Company issued 100,000 and 398,913 warrants, respectively, in conjunction with the issuance of common stock. The warrants entitle the holder to purchase 100,000 and 398,913 shares of the Company’s common stock, respectively, at any time, at an exercise price of $0.30 and $0.43 per share, respectively and expire in 2010 and 2009, respectively.

The Company’s 2006 Incentive Compensation Plan authorizes up to 2,000,000 shares of common stock to any employee or Consultant during any one calendar year for grants of both incentive stock options and non-qualified stock options to key employees, officers, directors, and consultants. Options granted under the Plan must be exercised within a term determined by the Board of Directors. The Option Price payable for the shares of Common Stock covered by any Option shall be determined by the Board of Directors, provided that such exercise price shall not be less than 100% of the Fair Market Value of a Share on the date of grant of the Option and shall not, in any event, be less than the par value of a Share on the date of grant of the Option. During the three months ended March 31, 2008 and 2007, the Company did not issue any options and accordingly, no compensation expense was recognized.

The following table represents our stock option and warrant activity for the three months ended March 31, 2008:

 

     Shares    Range of Exercise
Prices
   Weighted Average
Grant Date Fair
Value

Outstanding and Exercisable

        

Outstanding at December 31, 2007

   2,358,413    $ 0.43 – 2.00   

Options and warrants granted

   100,000    $ 0.30   

Options and warrants exercised

        

Options and warrants cancelled or expired

        
          

Outstanding at March 31, 2008

   2,458,413    $ 0.30 – $2.00   

Exercisable at March 31, 2008

   1,658,413    $ 0.30 – $2.00   

The following table summarizes information about options and warrants outstanding and exercisable as of March 31, 2008:

 

     Outstanding Options and Warrants    Exercisable Options and Warrants

Range of Exercise Price

   Number
Outstanding
   Weighted
Average
Remaining Life
   Weighted
Average
Price
   Weighted
Average
Remaining Life
   Number
Exercisable
   Weighted
Average
Price

$0.30 - $2.00

   2,458,413    1.10 Years    $ 0.65    1.36 Years    1,658,413    $ 0.72

 

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Net cash proceeds from the exercise of options and warrants were $0 and $35,000 for the three months ended March 31, 2008 and 2007, respectively. The intrinsic value of options and warrants exercised was $0 and $0, respectively, for the three months ended March 31, 2008 and 2007.

8. Earnings per Share

Earnings per common share are computed in accordance with SFAS No. 128, “Earnings per Share,” which requires companies to present basic earnings per share and diluted earnings per share. Basic earnings per share are computed by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share are computed by dividing net income by the weighted average number of shares of common stock outstanding and dilutive options outstanding during the year. The basic and diluted weighted average number of shares was 17,588,687, 14,012,852 and 11,455,725 for the three months ended March 31, 2008 and 2007 and the period from November 27, 2000 (Date of Inception) through March 31, 2008, respectively.

Common stock equivalents for the three months ended March 31, 2008 and 2007 and the period from November 27, 2000 (Date of Inception) through March 31, 2008 were anti-dilutive due to the net losses sustained by the Company during these periods. Accordingly, 2,458,413, 2,018,913 and 2,458,413 options and warrants were excluded from the earnings per share calculation for the three months ended March 31, 2008, 2007 and the period November 27, 2000 (date of inception) through March 31, 2008, respectively.

9. Merger

The Company entered into a Merger and Exchange Agreement (the Agreement) dated February 6, 2008 with High Point Acquisition, Inc. a Florida corporation. The Agreement provides that the Company will redomicile from Delaware to Nevada and will complete a reverse split of its common stock shares on a 1:11.3486 basis. After a two pronged merger process, the shareholders of the Company will own 9.09% of the new parent company, High Point Transport, Inc., a Nevada corporation and a new corporation, Turbine Truck Engines NV, Inc. will become a wholly owned subsidiary, into which all of the assets and business of Turbine Truck Engines will be transferred. All of our officers and directors will resign and be replaced, with the exception of our CEO Michael Rouse, who will remain as a director of the parent company.

As material consideration, High Point Transport, Inc. will use its best efforts to fund the Turbine Truck subsidiary in the amount of $1 million over the next 12 month period. In the event that such funding is not received, High Point Transport, Inc. will, at its expense, complete and file a registration statement to register a distribution of shares back to our original shareholders. If partial funding is provided (less than $1 million), the 9.99% of the shares to be left with the parent will be reduced pro-rata based upon the actual funds received. In the event no funding is received, the Turbine Truck subsidiary will be subject to the registration statement and no shares will remain with the parent and our shareholders will retain their 9.09% interest in the parent.

As of the date of the this filing, the merger has been cancelled.

 

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PART I – FINANCIAL INFORMATION

 

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

THIS FILING CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS “ANTICIPATED,” “BELIEVE,” “EXPECT,” “PLAN,” “INTEND,” “SEEK,” “ESTIMATE,” “PROJECT,” “WILL,” “COULD,” “MAY,” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE OPERATIONS, FUTURE CAPITAL EXPENDITURES, AND FUTURE NET CASH FLOW. SUCH STATEMENTS REFLECT THE COMPANY’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN FOREIGN, POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH ARE BEYOND THE COMPANY’S CONTROL. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES OCCUR, OR SHOULD UNDERLYING ASSUMPTIONS PROVE TO BE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY AND ADVERSELY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, OR OTHERWISE INDICATED. CONSEQUENTLY, ALL OF THE FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR DEVELOPMENTS.

The following discussion and analysis of our financial condition and plan of operations should be read in conjunction with our financial statements and related notes appearing elsewhere herein. This discussion and analysis contains forward-looking statements including information about possible or assumed results of our financial conditions, operations, plans, objectives and performance that involve risk, uncertainties and assumptions. The actual results may differ materially from those anticipated in such forward-looking statements. For example, when we indicate that we expect to increase our product sales and potentially establish additional license relationships, these are forward-looking statements. The words expect, anticipate, estimate or similar expressions are also used to indicate forward-looking statements.

OVERVIEW OF THE COMPANY

Turbine Truck Engines, Inc. was incorporated in Delaware on November 27, 2000. On February 20, 2008, the Company was redomiciled to the State of Nevada. On December 15, 2000, we acquired the option rights for an exclusive License from Alpha Engines Corporation (“Alpha”) for manufacturing and marketing heavy duty highway truck engines utilizing Alpha’s “Detonation Cycle Gas Turbine Engine” (“DCGT”) technology embodied in U.S. Patent No. 6,000,214 and other proprietary technology and rights owned by Alpha including Marketing Survey Data in the highway trucking industry. We exercised our option and acquired the licensing rights on July 22, 2002.

Alpha has completed the design and prototype of a 540 hp engine for use in highway trucks. Under our Agreement with Alpha, they will continue to develop and test this 540 horsepower DCGT highway truck engine prototype at their facilities in Deland, Florida. We receive ongoing status reports of their progress but do not participate in the design, construction and/or testing of the engine. This new energy efficient detonation cycle gas turbine can be designed and manufactured as a new or replacement engine for all heavy duty trucks that utilize

 

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engines ranging from 300 to 1,000 horsepower. It is our intention to target 18 wheel class 8 vehicles commonly used for transporting goods throughout the United States for distribution of our engine.

To date, we have no marketable product and have completed initial testing of the 540 horsepower prototype. The Company has started demonstrating the engine to investors, and has begun demonstrating it to potential joint venture partners. The contract with Alpha has been completed and comprehensive testing and development of the 540 horsepower prototype is now moving forward.

OUR BUSINESS PLAN

During the 2008 fiscal year, the Company, with the assistance of Embry Riddle Aeronautical University, intends to focus on the continued development of the 540 horsepower engine, making improvements and modifications as the testing proceeds. The Company is anticipating finalizing the comprehensive testing on the engine by the end of 2008.

The Company is continuing to search for a Joint Venture partner to manufacture and produce the final engine for sale. To date the Company has not entered into any agreements with any manufactures, but is looking to develop such a relationship before the end of the 2008 fiscal year. The Company’s ideal Joint Venture partner will provide the engineering support and manufacturing facilities to take the engine from prototype, through vehicle testing, government testing and into the market.

On February 6, 2008, the Company entered into a Merger and Exchange Agreement with High Point Acquisition, Inc., and High Point Transport, Inc., (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, it was cancelled on May 9, 2008.

Since our inception, we have continued to raise capital to bring this patented technology closer to where it can be utilized in a common market. As we have no marketable product yet, we do not anticipate generating any revenues over the next year. Thereafore, we anticipate the need to raise additional capital over the next twelve months. The financing for our development activities to date has come from the sale of common stock.

The Company has signed a 2-year Lease Agreement for 3600 square foot space located at 917 Biscayne Boulevard Unit 6, DeLand Florida 32724 for the purpose of demonstrating the Engine. The Company also acquired an option to purchase the space in the future should they choose to do so. The complex is located next to the airport and allows for private aircraft to taxi up to the location. The Company began demonstrating the engine at this facility in April, 2007.

LIQUIDITY AND CAPITAL RESOURCES

In order to achieve our business plan goals, the Company anticipates needing to raise additional capital from the sale of restricted shares over the coming 12 month period. The Company’s agreement with Dutchess Private Equities Fund, L.P. entered into in 2006 was never finalized by the Company nor does the Company intend to do so in the future. A term sheet for a $5,000,000 line of credit with Wertpapier und handelskasse von 1857 was executed but was never consumated.

 

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The Company intends to finance our future development activities and working capital needs largely from the sale of public equity securities with additional funding from a private placement or secondary offering and other traditional financing sources, including term notes and proceeds from sub-licensing agreements until such time that funds provided by operations are sufficient to fund working capital requirements.

The Company may receive proceeds in the future from the exercise of warrants and options outstanding as of March 31, 2008 in accordance with the following schedule:

 

     Approximate
Number of
Shares
   Approximate
Proceeds

Non-Plan Options and Warrants

   1,658,413    $ 1,191,000

During the coming year, based on our anticipated growth, we plan to add several employees to our staff.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that 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 that is material to investors.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

 

Item 4T. Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the three month period ending March 31, 2008 covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer has concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act. This conclusion by the Company’s Chief Executive Officer and Chief Financial Officer does not relate to reporting periods after March 31, 2008.

Changes in Internal Control Over Financial Reporting

No change in the Company’s internal control over financial reporting occurred during the quarter ended March 31, 2008, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings

As of the date of this Quarterly Report, neither we nor any of our officers or directors is involved in any litigation either as plaintiffs or defendants. As of this date, there is not any threatened or pending litigation against us or any of our officers or directors.

 

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three month period ended March 31, 2008, there was no modification of any instruments defining the rights of holders of the Company’s common stock and no limitation or qualification of the rights evidenced by the Company’s common stock as a result of the issuance of any other class of securities or the modification thereof.

During January 2008, the Company issued 200,000 shares of common stock for cash to qualified investors at price of $0.15 per share.

During the February 2008, the Company issued 160,000 shares of common stock for services valued at a price of $0.38 per share.

During the February 2008, the Company issued 12,000 shares of common stock for services valued at a price of $0.26 per share.

 

Item 3. Defaults upon Senior Securities

There have been no defaults in any material payments during the covered period.

 

Item 4. Submission of Matters to a Vote of Security Holders

During the three month period ended March 31, 2008, the Company did not submit any matters to a vote of its security holders.

 

Item 5. Other Information

The Company does not have any other material information to report with respect to the three month period ended March 31, 2008.

 

Item 6. Exhibits and Reports on Form 8-K

 

(a) Exhibits included herewith are:

 

31.1  

Certification of the Chairman of the Board, Chief Executive Officer, and Chief Financial Officer

(This certification required as Exhibit 31 under Item 601(a) of Regulation S-K is filed as Exhibit 99.1 pursuant to SEC interim filing guidance.) (2)

31.2  

Certification of the Principal Accounting Officer

(This certification required as Exhibit 31 under Item 601(a) of Regulation S-K is filed as Exhibit 99.2 pursuant to SEC interim filing guidance.) (2)

32   Written Statements of the Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer (This certification required as Exhibit 32 under Item 601(a) of Regulation S-K is furnished in accordance with Item 601(b)(32)(iii) of Regulation S-K as Exhibit 99.3 pursuant to SEC interim filing guidance.) (2)

 

(b) February 4, 2008 – Resignation of the Company’s President and Director, James A. Teters, Jr. and the appointment of Michael H. Rouse as interim President.

February 10, 2008 – The Company executed a Merger and Exchange Agreement with High Point Acquisition, Inc.

 

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SIGNATURES

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

 

  TURBINE TRUCK ENGINES, INC.

Dated: May 19, 2008

  By:  

/s/ Michael Rouse

   

Chief Executive Officer and Chairman of the Board

(Principal Executive Officer and Principal Financial Officer)

Dated: May 19, 2008

  By:  

/s/ Rebecca A. McDonald

    Principal Accounting Officer

 

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