Novo Integrated Sciences, Inc. - Quarter Report: 2009 June (Form 10-Q)

Novo Integrated Sciences, Inc. - Quarter Report: 2009 June (Form 10-Q)

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Form 10-Q

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 June 30, 2009

¨	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)

917 Biscayne Boulevard Suite 6, 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 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). Yes ¨ 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):

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

There were 31,675,669 shares of the Registrant’s $0.001 par value common stock outstanding as of August 12 2009.

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	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28

Item 4T.	Controls and Procedures	29

Part II – Other Information

Item 1.	Legal Proceedings	29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3.	Defaults Upon Senior Securities	30

Item 4.	Submission of Matters to a Vote of Security Holders	30

Item 5.	Other Information	30

Item 6.	Exhibits	30

Signatures		31

PART I—FINANCIAL INFORMATION

Statements in this Form 10-Q 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 10-Q 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 10-Q Quarterly Report, except as required by law.

Item 1.

Financial Statements

Turbine Truck Engines, Inc.

(A Development Stage Enterprise)

Financial Statements

As of June 30, 2009 (unaudited) and December 31, 2008 and

for the three and six months ended June 30, 2009 and 2008 (unaudited)

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

through June 30, 2009 (unaudited)

Contents

Financial Statements:


Balance Sheets		3
Statements of Operations		4
Statements of Changes in Stockholders’ Deficit		5
Statements of Cash Flows		13
Notes to Financial Statements		15

Turbine Truck Engines, Inc.

(A Development Stage Enterprise)

Balance Sheets


	June 30, 2009 *(Unaudited)*			December 31, 2008
Assets
Current assets:
Cash	$	41,788		$	2,857
Loan costs, net of accumulated amortization		12,345			4,300

Total current assets		54,133			7,157

Furniture and equipment, net of accumulated depreciation of $39,658 (2009) and $35,721 (2008)		9,064			13,001

	$	63,197			20,158

Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	119,714		$	145,579
Accrued expenses		269,250			275,250
Accrued interest		12,879			13,113
Accrued royalty fees		687,500			562,500
Due to related party					23,854
Note payable		500			500


Total current liabilities		1,089,843			1,020,796

Accrued payroll – long term		406,632			386,846
Convertible note payable net of unamortized discount of $32,196 and $13,544, respectively		804			49,456
Note payable to related party		1,901			1,901


Total liabilities		1,499,180			1,458,999

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; 29,117,621 (2009) and 21,859,764 (2008) shares issued and outstanding		29,116			21,858
Additional paid in capital		8,819,572			8,099,730
Deficit accumulated during development stage		(10,043,295	)		(9,292,006	)
Prepaid consulting services paid with common stock		(74,286	)		(101,333	)
Receivable for common stock		(167,090	)		(167,090	)

Total stockholders’ deficit		(1,435,983	)		(1,438,841	)

	$	63,197		$	20,158

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

Turbine Truck Engines, Inc.

(A Development Stage Company)

Statements of Operations

(unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,						Period November 27, 2000 (Date of Inception) through June 30, 2009
	2009			2008			2009			2008
Research and development costs	$	71,636		$	330		$	71,636		$	330		$	3,489,828
Operating costs		247,794			177,233			540,931			355,360			6,343,174


		319,430			177,563			612,567			355,690			9,833,002
Interest (income) expense		98,153			6,839			138,722			7,561			210,293


Net loss	$	(417,583	)	$	(184,402	)	$	(751,289	)	$	(363,251	)	$	(10,043,295	)


Net loss per share	$	(0.02	)	$	(0.01	)	$	(0.03	)	$	(0.02	)	$	(0.76	)


Weighted average number of common shares outstanding		26,730,153			18,151,445			24,898,053			17,870,066			13,278,795

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

Turbine Truck Engines, Inc.

(A Development Stage Company)

Statement of Changes in Stockholders’ Deficit

For the Six Months Ended June 30, 2009 and

For Each of the Years From November 27, 2000 (Date of Inception) through June 30, 2009


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


	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	)

Turbine Truck Engines, Inc.

(A Development Stage Company)

Statement of Changes in Stockholders’ Deficit

For the Six Months Ended June 30, 2009 and

For Each of the Years From November 27, 2000 (Date of Inception) through June 30, 2009


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


	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.

Turbine Truck Engines, Inc.

(A Development Stage Company)

Statement of Changes in Stockholders’ Deficit

For the Six Months Ended June 30, 2009 and

For Each of the Years From November 27, 2000 (Date of Inception) through June 30, 2009


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


	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, 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	)	$	(167,000	)	$	(90	)	$	(992,448	)

Turbine Truck Engines, Inc.

(A Development Stage Company)

Statement of Changes in Stockholders’ Deficit

For the Six Months Ended June 30, 2009 and

For Each of the Years From November 27, 2000 (Date of Inception) through June 30, 2009


	Common Stock			Additional Paid in		Deficit Accumulated During Development
	Shares	Amount		Capital		Stage
Issuance of common stock and warrants for cash, January ($0.15, per shares)	200,000		200		29,800
Issuance of common stock for services, February ($0.38, per shares)	160,000		160		60,640
Issuance of common stock for services, February ($0.26, per shares)	12,000		12		3,108
Issuance of common stock for services, April ($0.12, per share)	210,000		210		24,990
Issuance of common stock for services, May ($0.20, per share)	350,000		350		69,650
Issuance of common stock for cash, May ($0.10, per share)	145,000		145		14,355
Issuance of common stock for cash, June ($0.10, per share)	334,000		334		33,066
Issuance of common stock for cash, June ($0.085, per share)	150,000		150		12,600
Issuance of common stock for cash, June ($0.08, per share)	25,000		25		1,975
Issuance of common stock for services, June ($0.16, per share)	300,000		300		47,700
Amortization of prepaid services paid for with common stock
Value of the beneficial conversion feature for the issuance of convertible debt					25,000
Issuance of common stock for cash, July ($0.10, per share)	379,500		380		37,571
Issuance of common stock for services, July ($0.15, per share)	30,000		30		4,470
Issuance of common stock for cash, August ($0.10, per share)	101,000		101		9,999
Issuance of common stock for cash, September ($0.10, per share)	369,000		369		36,531
Issuance of common stock for cash, September ($0.08, per share)	306,250		306		24,194
Issuance of common stock for cash, October ($0.08, per share)	3,750		4		296
Issuance of common stock for cash, October ($0.09, per share)	40,000		40		3,560
Issuance of common stock for cash, October ($0.10, per share)	27,000		27		2,673
Issuance of common stock for cash, November ($0.08, per share)	12,500		13		987
Issuance of common stock for cash, November ($0.10, per share)	32,400		32		3,208
Issuance of common stock for services, December ($0.071, per share)	12,500		13		875
Issuance of common stock for cash, December ($0.08, per share)	161,250		161		12,739
Issuance of common stock for cash, December ($0.10, per share)	27,300		27		2,603
Issuance of common stock for services, December ($0.09, per share)	10,000		10		890
Issuance of common stock for services, December ($0.13, per share)	500,000		500		64,500
Issuance of common stock for services, December ($0.17, per share)	12,500		13		2,112
Issuance of common stock for services, December ($0.1954, per share)	100,000		100		19,435
Issuance of common stock for conversion of notes, December ($0.08, per share)	26,297		26		1,974
Issuance of common stock for conversion of notes, December ($0.07, per share)	270,468		270		19,730
Issuance of common stock for conversion of notes, December ($0.10, per share)	202,703		203		14,797
Issuance of warrants for services, December					29,578
Net loss							(982,677	)

Balance December 31, 2008	21,859,764		21,858		8,099,730		(9,292,006	)
Amortization of prepaid services paid for with common stock (unaudited)
Issuance of common stock for conversion of notes, January ($0.06, per share) (unaudited)	255,965		256		14,744
Issuance of common stock for cash, January ($0.50, per share) (unaudited)	200		1		98
Issuance of common stock for cash, January ($0.07, per share) (unaudited)	294,999		295		20,355
Issuance of common stock for cash, January ($0.08, per share) (unaudited)	12,500		12		988
Issuance of common stock for cash, January ($0.10, per share) (unaudited)	255,000		255		25,245
Issuance of common stock for conversion of notes, February ($0.06, per share) (unaudited)	166,739		167		9,833
Issuance of common stock for conversion of notes, February ($0.09, per share) (unaudited)	221,984		222		19,778
Issuance of common stock for cash, February ($0.07, per share) (unaudited)	526,927		527		36,358
Issuance of common stock for cash, February ($0.10, per share) (unaudited)	110,500		110		10,940
Issuance of common stock for services, March ($0.11, per share) (unaudited)	300,000		300		32,700
Issuance of common stock for conversion of notes, March ($0.07, per share) (unaudited)	137,768		138		9,862
Issuance of common stock for conversion of notes, March ($0.08, per share) (unaudited)	316,241		316		24,684
Issuance of common stock for cash, March ($0.07, per share) (unaudited)	289,286		289		19,961
Issuance of common stock for cash, March ($0.10, per share) (unaudited)	10,000		10		990
Value of the beneficial conversion feature for the issuance of convertible debt (unaudited)					149,750
Issuance of warrants for services, January (unaudited)					36,644
Issuance of common stock for services, April ($0.09, per share) (unaudited)	20,000		20		1,780
Issuance of common stock for services, April ($0.10, per share) (unaudited)	510,000		510		50,490
Issuance of common stock for cash, April ($0.07, per share) (unaudited)	274,999		275		18,975
Issuance of common stock for cash, April ($0.10, per share) (unaudited)	29,500		30		2,920
Issuance of common stock for conversion of notes, April ($0.07, per share) (unaudited)	511,979		512		34,488
Issuance of common stock for conversion of notes, April ($0.06, per share) (unaudited)	158,897		159		9,841
Issuance of common stock for conversion of notes, May ($0.06, per share) (unaudited)	399,617		399		24,601
Issuance of common stock for services, May ($0.09, per share) (unaudited)	60,000		60		5,090
Issuance of common stock for cash, May ($0.07, per share) (unaudited)	77,000		77		5,313
Issuance of common stock for conversion of notes, June ($0.06, per share) (unaudited)	381,098		381		24,619
Issuance of common stock for conversion of notes, June ($0.07, per share) (unaudited)	934,516		935		54,065
Issuance of common stock for cash, June ($0.07, per share) (unaudited)	582,142		582		40,168
Issuance of common stock for cash, June ($0.08, per share) (unaudited)	420,000		420		34,562
Net loss for the six months ended June 30, 2009 (unaudited)							(751,289	)

Balance June 30, 2009 (unaudited)	29,117,621	$	29,116	$	8,819,572	$	(10,043,295	)


	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)									30,000
Issuance of common stock for services, February ($0.38, per shares)									60,800
Issuance of common stock for services, February ($0.26, per shares)									3,120
Issuance of common stock for services, April ($0.12, per share)			(20,000	)					5,200
Issuance of common stock for services, May ($0.20, per share)			(61,600	)					8,400
Issuance of common stock for cash, May ($0.10, per share)									14,500
Issuance of common stock for cash, June ($0.10, per share)									33,400
Issuance of common stock for cash, June ($0.085, per share)									12,750
Issuance of common stock for cash, June ($0.08, per share)									2,000
Issuance of common stock for services, June ($0.16, per share)			(48,000	)
Amortization of prepaid services paid for with common stock			110,767						110,767
Value of the beneficial conversion feature for the issuance of convertible debt									25,000
Issuance of common stock for cash, July ($0.10, per share)									37,951
Issuance of common stock for services, July ($0.15, per share)									4,500
Issuance of common stock for cash, August ($0.10, per share)									10,100
Issuance of common stock for cash, September ($0.10, per share)									36,900
Issuance of common stock for cash, September ($0.08, per share)									24,500
Issuance of common stock for cash, October ($0.08, per share)									300
Issuance of common stock for cash, October ($0.09, per share)									3,600
Issuance of common stock for cash, October ($0.10, per share)									2,700
Issuance of common stock for cash, November ($0.08, per share)									1,000
Issuance of common stock for cash, November ($0.10, per share)									3,240
Issuance of common stock for services, December ($0.071, per share)									888
Issuance of common stock for cash, December ($0.08, per share)									12,900
Issuance of common stock for cash, December ($0.10, per share)									2,630
Issuance of common stock for services, December ($0.09, per share)									900
Issuance of common stock for services, December ($0.13, per share)			(65,000	)
Issuance of common stock for services, December ($0.17, per share)									2,125
Issuance of common stock for services, December ($0.1954, per share)									19,535
Issuance of common stock for conversion of notes, December ($0.08, per share)									2,000
Issuance of common stock for conversion of notes, December ($0.07, per share)									20,000
Issuance of common stock for conversion of notes, December ($0.07, per share)									15,000
Issuance of warrants for services, December									29,578
Net loss									(982,677	)

Balance December 31, 2008			(101,333	)		(167,090	)		(1,438,841	)
Amortization of prepaid services paid for with common stock (unaudited)			110,047						110,047
Issuance of common stock for conversion of notes, January ($0.06, per share) (unaudited)									15,000
Issuance of common stock for cash, January ($0.50, per share) (unaudited)									99
Issuance of common stock for cash, January ($0.07, per share) (unaudited)									20,650
Issuance of common stock for cash, January ($0.08, per share) (unaudited)									1,000
Issuance of common stock for cash, January ($0.10, per share) (unaudited)									25,500
Issuance of common stock for conversion of notes, February ($0.06, per share) (unaudited)									10,000
Issuance of common stock for conversion of notes, February ($0.09, per share) (unaudited)									20,000
Issuance of common stock for cash, February ($0.07, per share) (unaudited)									36,885
Issuance of common stock for cash, February ($0.10, per share) (unaudited)									11,050
Issuance of common stock for services, March ($0.11, per share) (unaudited)			(33,000	)
Issuance of common stock for conversion of notes, March ($0.07, per share) (unaudited)									10,000
Issuance of common stock for conversion of notes, March ($0.08, per share) (unaudited)									25,000
Issuance of common stock for cash, March ($0.07, per share) (unaudited)									20,250
Issuance of common stock for cash, March ($0.10, per share) (unaudited)									1,000
Value of the beneficial conversion feature for the issuance of convertible debt (unaudited)									149,750
Issuance of warrants for services, January (unaudited)									36,644
Issuance of common stock for services, April ($0.09, per share) (unaudited)									1,800
Issuance of common stock for services, April ($0.10, per share) (unaudited)			(50,000	)					1,000
Issuance of common stock for cash, April ($0.07, per share) (unaudited)									19,250
Issuance of common stock for cash, April ($0.10, per share) (unaudited)									2,950
Issuance of common stock for conversion of notes, April ($0.07, per share) (unaudited)									35,000
Issuance of common stock for conversion of notes, April ($0.06, per share) (unaudited)									10,000
Issuance of common stock for conversion of notes, May ($0.06, per share) (unaudited)									25,000
Issuance of common stock for services, May ($0.09, per share) (unaudited)									5,150
Issuance of common stock for cash, May ($0.07, per share) (unaudited)									5,390
Issuance of common stock for conversion of notes, June ($0.06, per share) (unaudited)									25,000
Issuance of common stock for conversion of notes, June ($0.07, per share) (unaudited)									55,000
Issuance of common stock for cash, June ($0.07, per share) (unaudited)									40,750
Issuance of common stock for cash, June ($0.08, per share) (unaudited)									34,982
Net loss for the six months ended June 30, 2009 (unaudited)									(751,289	)

Balance, June 30, 2009 (unaudited)		$	(74,286	)	$	(167,090	)	$	(1,435,983	)

Turbine Truck Engines, Inc.

(A Development Stage Company)

Statements of Cash Flows


							Period November 27,
	For the Six Months Ended						2000 (Date of Inception) through June 30, 2009
	June 30, 2009			June 30, 2008			2000 (Date of Inception) through June 30, 2009
	(unaudited)			(unaudited)			(unaudited)
OPERATING ACTIVITIES:
Net loss	$	(751,289	)	$	(363,251	)	$	(10,043,295	)
Adjustments to reconcile net loss to net cash used in 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		117,999			99,720			2,334,368
Options and warrants issued to employees, directors and consultants		36,644						563,420
Contribution from shareholder								188,706
Amortization of beneficial conversion feature		131,098			404			142,554
Amortization of deferred loan costs		1,955			(4,919	)		2,655
Write off of deferred offering costs								119,383
Write off of deferred non cash offering costs								49,120
Depreciation		3,937			9,028			39,658
Amortization of discount on notes payable								33,858
Decrease (increase) in prepaid expenses					(42,670	)
Increase (decrease) in:
Accounts payable		(25,865	)		18,370			119,714
Accrued expenses		(6,000	)		5,095			269,250
Accrued payroll		19,786			(1,937	)		406,632
Accrued royalty fees		125,000			125,000			1,104,167
Accrued interest		(234	)		5,686			12,879

Net cash used by operating activities		(346,969	)		(149,474	)		(1,921,282	)

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								(43,722	)

Net cash used by investing activities								(43,822	)

FINANCING ACTIVITIES:
Repayment of stockholder advances		(23,854	)		(10,150	)		(156,481	)
Advances from stockholders					12,150			266,152
Increase in deferred offering costs								(194,534	)
Proceeds from issuance of common stock		219,754			92,650			1,699,595
Proceeds from exercise of options								45,000
Proceeds from issuance of subscription								(90	)
Debt issuance costs		(10,000	)					(10,000	)
Proceeds from issuance of notes payable		200,000			100,500			357,250

Net cash provided by financing activities		385,900			195,150			2,006,892


NET INCREASE IN CASH		38,931			45,676			41,788
CASH, BEGINNING OF PERIOD		2,857			2,822


CASH, END OF PERIOD	$	41,788		$	48,498		$	41,788

The accompanying notes are an integral part of the financial statements


	For the Six Months Ended				Period November 27, 2000 (Date of Inception) through June 30, 2009
	June 30, 2009		June 30, 2008
	(unaudited)		(unaudited)		(unaudited)
Supplemental disclosures of cash flow information and noncash investing and financing activities:
Cash paid for interest	$	7,878	$	6,085	$	16,162

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 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 exchange for prepaid services	$	0	$	129,600	$	1,285,100

Common stock issued in exchange for accrued royalties	$	0	$	0	$	416,667

Receivable issued for exercise of common stock options	$	0	$	0	$	167,000

Common stock issued in exchange for fixed assets	$	0	$	0	$	5,000

Beneficial conversion feature on convertible notes	$	149,750	$	25,000	$	174,750

Conversion of convertible debt to equity (3,484,804 shares)	$	230,000	$	0	$	267,000

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

Turbine Truck Engines, Inc.

(A Development Stage Enterprise)

Notes to Financial Statements

For the Three and Six Months Ended June 30, 2009 and 2008 (unaudited)

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

through June 30, 2009 (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. If the Company can successfully demonstrate of a highway truck engine using the technology, the Company intends to 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.

The Company entered into a Strategic Alliance Agreement (the “Agreement”) dated January 21, 2009 with Aerospace Machinery & Electric Co. Ltd., a Chinese corporation (“AMEC”) for the purpose of providing a framework for the collaboration between the two companies on the development and commercialization of the Detonation Cycle Gas Turbine Engine (“DCGT”) specifically for application opportunities in the Peoples Republic of China. The terms of the Agreement call for AMEC and TTE to collaborate on modifying and applying the DCGT engine technology to, among other things, create two new engine sizes: a 150hp engine for automobiles and a 400hp engine for buses. The Agreement also provides that the parties anticipate that, pursuant to AMEC’s participation and performance under this Agreement, that they will enter into a Joint Venture agreement in the future whereby TTE will grant AMEC the exclusive rights to manufacture, market and sell the DCGT engines in China.

The Agreement provides that each Company will work independently and collectively, at their own expense, in a friendly competitive manner towards the modification of the DCGT to see who can make the best design or give the best innovative ideas to the DCGT engines, with Michael Rouse, the Company’s CEO being the final decision maker on the ultimate design questions. Robert L Scragg, the inventor and patent holder has filed for patent protection in China under the PCT (Patent Cooperation Treaty). In conjunction with the Agreement, the parties also executed a Confidentiality Agreement of even date with the Agreement.

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 and six month periods ended June 30, 2009 and 2008 and the Period November 27, 2000 (Date of Inception) through June 30, 2009, (b) the financial position at June 30, 2009 and December 31, 2008, and (c) cash flows for the six month periods ended June 30, 2009 and 2008, and the Period November 27, 2000 (Date of Inception) through June 30, 2009, 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, 2008. The results of operations for the three and six month periods ended June 30, 2009 and 2008 are not necessarily indicative of those to be expected for the entire year.

3.	Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the three and six months ended June 30, 2009 and since November 27, 2000 (date of inception) through June 30, 2009, the Company has had net losses of $417,583, $751,289 and $10,043,295, respectively. As of June 30, 2009, 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.

4.	Commitments and 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 $687,500 and $562,500 as of June 30, 2009 and December 31, 2008, respectively.

On February 1, 1006, 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 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. The Company incurred $71,636 of costs during the both the three and six month periods ended June 30, 2009 and $330 of costs during the both the three and six month periods ended June 30, 2008.

The Company leases its corporate headquarters on a month-to-month basis. For the three and six months ended June 30, 2009 and 2008, rent expense was $7,985, $15,970, $7,663 and $17,653, respectively.

During the year ended December 31, 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 was for a two year period expiring March 31, 2009 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 contained an option to purchase the facility for $310,000 at the expiration of the lease. The Company has negotiated month to month terms at the end of this lease until a new lease can be negotiated.

In April 2009, the Company issued 500,000 shares of common stock, valued at $50,000, to a consultant for various services to be performed at the discretion of the consultant. As of June 30, 2009, no services had been performed and the entire balance is recorded in the Company’s balance sheet as prepaid consulting services paid for with common stock.

5.	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 June 30, 2009 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, 2010.

The due to related party account was made up of advances from the majority shareholder to assist the Company with its financial obligations. These advances were non-interest bearing, unsecured and due on demand. During the six months ended June 30, 2009, the Company repaid the advances in full.

As of June 30, 2009 and December 31, 2008, accounts payable included $27,050 and $25,150, respectively, 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.

6.	Convertible Notes Payable

In June 2008, the Company issued a Convertible Debenture to Golden Gate Investors, Inc. (the “holder”) in the principal amount of $1,000,000, dated June 6, 2008, pursuant to Rule 506 promulgated by the Securities and Exchange Commission, for the purpose of accessing necessary funding to continue operations.

Pursuant to the terms of the Debenture, the related Securities Purchase Agreement, Secured Promissory Note and Stock Pledge Agreement, each executed in connection therewith, the Company has issued its $1,000,000 Convertible Debenture (the “Debenture”) for the payment by Golden Gate of $100,000 in cash and the execution and delivery by Golden Gate of a $900,000 Secured Promissory Note of even date (the “Note”), bearing interest at 8% per annum. During the three months ended March 31, 2009, Golden Gate advanced the Company an additional $200,000 cash, thereby reducing the Secured Promissory Note to $700,000. For financial statement purposes, these items have been netted, as the Company has the legal right of offset.

The Debenture bears interest at 7.75% per annum, payable monthly, maturing June 30, 2012, and was secured by a Continuing Personal Guaranty, whereby the Company’s Chief Executive Officer and majority shareholder guaranteed the Company’s obligations for a period of eight months. The Debenture Holder shall be entitled to convert into common stock of the company at the conversion price equal to the lesser of (i) $0.50, or (ii) 80% of the average of the 3 lowest Volume Weighted Average Prices during the 20 Trading Days prior to Holder’s election to convert, as such terms are defined in the Debenture. The Holder can only convert that amount of the Debenture that has actually been paid for by either cash at closing or principal pre-payments made on the Promissory Note.

Golden Gate’s Promissory Note is payable at the rate of 8% per annum, payable monthly and provides that for the prepayment of the Note in an amount not less than $200,000 monthly upon the triggering of certain events. It matures on June 30, 2012.

During the six months ended June 30, 2009, related to the convertible note payable, the holders converted $230,000 of convertible notes to 3,484,804 shares of common stock at conversion prices ranging from $0.06 to $0.09 per share.

Related to the variability associated with the conversion price on the debenture, the Company considered the guidance in SFAS No. 133, and Emerging Issues Task Force 00-19, “Accounting for Derivative Financial Instructions Indexed To, and Potentially Settled In, a Company’s Own Stock.” The Company’s Chief Executive Officer and majority shareholder has the ability to increase the authorized shares of common stock of the Company to a level that would maintain the net share settlement of any potential conversion within the Company’s control. As a result, the embedded conversion option was determined to be a component of equity. Accordingly, the Company recorded a beneficial conversion feature (BCF) based on the intrinsic value of the Company’s common stock at the commitment date of the debenture. The debt discount associated with the BCF is being amortized over the life of the debt.

The agreement also calls for the Company to maintain timely filing of all reports required by the Securities and Exchange Commission (“SEC”). In the event the Company does not maintain timely filings, the note calls for a default payment of 150% of the outstanding principle balance. Per the guidance in EITF 00-19, if the note holder’s require cash payments in the event the Company fails to make timely filings with the SEC, then the contract must be classified as an asset or a liability. The Company has not historically been late on its filings with the SEC, so the probability of the Company filing late is so remote as to make the fair value of the embedded derivative de minimus, therefore, the Company has not recorded an underlying asset or liability associated with this feature.

The debenture also has an interest rate adjustment indexed to changes in the Company’s common stock. In the event that the Company’s common stock trades at $0.049 or lower, at any time during the six month period from the date of the agreement, and ending on the six month anniversary date of the agreement, the interest rate increases to 9.75% for the remaining life of the debenture. The Company has determined that feature was a derivative liability. However, as of June 30, 2009, the derivative liability was determined to have no value.

The following table presents the activity during 2008 and the period ended June 30, 2009 related to the debenture:


Original Principal balance of the debenture	$	100,000
Less reduction for:
Intrinsic value of beneficial conversion feature		(25,000	)

Recorded at closing	$	75,000
Amounts converted into common stock		(37,000	)
Amortization of beneficial conversion feature (interest expense) through December 31, 2008		11,456

Carrying value at December 31, 2008	$	49,456
Addition to the principal balance of the debenture		200,000
Less reduction for:
Intrinsic value of beneficial conversion feature		(149,750	)

		99,706
Amounts converted into common stock		(230,000	)
Amortization of beneficial conversion feature (interest expense) through June 30, 2009		131,098

Carrying value at June 30, 2009	$	804

7.	Fair Value Measurements

Effective January 1, 2008, we adopted SFAS 157, Fair Value Measurements (SFAS 157). SFAS 157 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other then quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The adoption of SFAS No. 157 did not have a material impact on our fair value measurements.

The following tables present our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy.


			Fair Value Measurements at Reporting Date Using
Description	December 31, 2008		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities
Convertible debenture embedded derivative related to timely filing (see note 6)	$	—	$	—	$	—	$	0	¹
Convertible debenture embedded derivative related to interest rate adjustment	$	—	$	—	$	—	$	0	²

Total Liabilities	$	—	$	—	$	—	$	—

¹	Due to low probability of late filing, value was determined to be de minimus as of June 30, 2009.

²	Event triggering interest rate adjustment has not occurred, therefore no value assigned as of June 30, 2009.

8.	Stock Options and Warrants

The Company issues common stock, common stock options and warrants 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 June 30, 2009 and 2008 the Company recognized $117,999 and $99,720, respectively, in consulting expenses 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 aggregate intrinsic value of options outstanding and exercisable at June 30, 2009, based on the Company’s closing stock price of $0.09 was $0. The aggregate intrinsic value of options outstanding and exercisable at June 30, 2008, based on the Company’s closing stock price of $0.17 was $0. Intrinsic value is the amount by which the fair value of the underlying stock exceeds the exercise price of the options.

During the six months ended June 30, 2009 and 2008, the Company issued 638,413 and 100,000 warrants, respectively, in conjunction with the issuance of common stock. The warrants entitle the holder to purchase 638,413 and 100,000 shares of the Company’s common stock, respectively, at any time, at exercise prices ranging from $0.30 – $1.00 and $0.30 per share, respectively. The warrants issued during 2009 were an extension of the original term of warrants previously issued with stock. The fair value of the modification was not material to the financial statements.

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. The Company granted 400,000 and 0 common stock options to consultants and directors and recognized $36,644 and $0 in compensation expense for the six month periods ended June 30, 2009 and 2008, respectively.

The Company’s 2008 Incentive Compensation Plan authorizes up to 5,000,000 shares of common stock to restrictions on resale upon the purchasers of the Stock from the employees or the consultants, unless contained in the written award approved by the Board of Directors. As of June 30, 2009, no shares have been issued under this plan.

The fair value of each option under the 2006 Incentive Compensation Plan was estimated on the date of grant using the Black Scholes model that uses assumptions noted in the following table. Expected volatility is based on the Company’s historical market price at consistent points in periods equal to the expected life of the options. The expected term of options granted is based on the Company’s historical experience. The risk-free interest rate for the periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company estimates forfeitures; both at the date of grant as well as throughout the requisite service period, based on the Company’s historical experience and future expectations.


	June 30, 2009
Expected volatility	153	%
Expected dividends	0
Expected term	5 years
Risk-free rate	1.44	%

The following table represents our stock option and warrant activity for the six months ended June 30, 2009:


	Shares		Range of Exercise Prices		Weighted Average Grant Date Fair Value
Outstanding and Exercisable
Outstanding at December 31, 2008	1,398,413		$	0.10 – 2.00
Options and warrants granted	1,038,413		$	0.10 –1.00	$	0.08
Options and warrants exercised
Options and warrants cancelled or expired	(408,913	)	$	0.43 – 0.50

Outstanding at June 30, 2009	2,027,913		$	.10 – $2.00

Exercisable at June 30, 2009	2,027,913		$	.10 – $2.00

The following table summarizes information about options and warrants outstanding and exercisable as of June 30, 2009:

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

$0.10 - $2.00

2,027,913

3.71 Years

0.54

3.71 Years

2,027,913

0.54

Net cash proceeds from the exercise of options and warrants were $0 and $0 for the six months ended June 30, 2009 and 2008, respectively. The intrinsic value of options and warrants exercised was $0 and $0, respectively, for the six months ended June 30, 2009 and 2008.

The grant date fair value of options and warrants issued for the six months ended June 30, 2009 and 2008 was $0.08 and $0.00, respectively. The fair value of options and warrants vested during the six months ended June 30, 2009 and 2008 was $36,634 and $0, respectively.

9.	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 26,730,153, 24,898,053, 18,151,445, 17,870,066 and 13,278,795 for the three and six months ended June 30, 2009 and 2008 and the period from November 27, 2000 (Date of Inception) through June 30, 2009, respectively.

Common stock equivalents for the six months ended June 30, 2009 and 2008 and the period from November 27, 2000 (Date of Inception) through June 30, 2009 were anti-dilutive due to the net losses sustained by the Company during these periods. Accordingly, 2,027,913, 2,458,413 and 2,027,913 options and warrants were excluded from the earnings per share calculation for the six months ended June 30, 2009, 2008 and the period November 27, 2000 (date of inception) through June 30, 2009, respectively.

10	Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (FASB) issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162,” (SFAS 168). SFAS 168 replaces SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles,” and establishes the FASB Accounting Standards Codification (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. The issuance of SFAS 168 and the Codification does not change GAAP. SFAS 168 becomes effective for the Company for the period ending September 30, 2009. The adoption of SFAS 168 will not have an impact on the financial statements.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R),” (SFAS 167). SFAS 167 amends FASB Interpretation No. 46 (Revised December 2003), “Consolidation of Variable Interest Entities—an interpretation of ARB No. 51,” (FIN 46(R)) to require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity; to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity; to eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity; to add an additional reconsideration event for determining whether an entity is a variable interest entity when any changes in facts and circumstances occur such that holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity’s economic performance; and to require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a variable interest entity. SFAS 167 becomes effective for the Company on January 1, 2010. Management is currently evaluating the potential impact of SFAS 167 on the financial statements.

In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”), which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued (“subsequent events”). SFAS 165 requires disclosure of the date through which the entity has evaluated subsequent events and the basis for that date. For public entities, this is the date the financial statements are issued. SFAS 165 does not apply to subsequent events or transactions that are within the scope of other GAAP and will not result in significant changes in the subsequent events reported by the Company. SFAS 165 is effective for interim or annual periods ending after June 15, 2009. The Company implemented SFAS 165 during the quarter ended June 30, 2009. The Company evaluated for subsequent events through August 14, 2009, the issuance date of the Company’s financial statements.

Other recent accounting pronouncements issued by FASB (including EITF), the AICPA and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

11.

Subsequent Events

In July 2009, in connection with the convertible notes discussed in Note 6, the holders converted $33,000 of convertible notes and received $34,500 in cash and 153,941 shares of common stock. The conversion price was $0.06 per share.

During August 2009, the Company entered into a Strategic Alliance Agreement (the “Agreement”) with a Chinese corporation. The Company entered into the Agreement for the purpose of collaborating on the engineering, technical development and commercialization of the Detonation Cycle Gas Turbine Engine (“DCGT”) for motorcycle engine applications; and for the subsequent manufacturing, marketing and sale of the DCGT engines in China once commercial market potential has been achieved.

The Agreement provides in material part that the Company will (a) provide the Chinese corporation with milestones and get them up to speed on the current status of the development; (b) file for patent protection in China under Patent Cooperation Treaty; and (c) file for new engine application with World Intellectual Property Organization. In addition, the Company and the Chinese corporation intend to form a joint venture whereby the Chinese corporation will be licensed to manufacture, market and sell DCGT motorcycle engine in China.

The Chinese corporation and the Company have agreed to work in good faith towards modifying the engine for motorcycle engine applications. Also, the Chinese corporation has committed to fund up to 10 million US dollars over the next 18 months for project development costs and will work with the Company’s development partners to aid in the development of a viable motorcycle application for the DCGT. The Chinese corporation will also purchase up to 5% of the Company’s common stock on the open market.

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.

Agreement call for AMEC and TTE to collaborate on modifying and applying the DCGT engine technology to, among other things, create two new engine sizes: a 150hp engine for automobiles and a 400hp engine for buses. The Agreement also provides that the parties anticipate that, pursuant to AMEC’s participation and performance under this Agreement, that they will enter into a Joint Venture agreement in the future whereby TTE will grant AMEC the exclusive rights to manufacture, market and sell the DCGT engines in China.

Alpha has completed the design and prototype of a 540 hp engine for use in highway trucks. The Company entered into a contractual agreement (the “Agreement”) dated July 1, 2008 with AbM Engineering, LLC (AbM) for the purpose of the continued development and testing of the current 540 horsepower DCGT engine and a 70 horsepower/50kw generator combination. AbM is currently working in a collaborative effort with AMEC’s engineers to modify and test other DCGT engine applications.

Under our Agreement with Alpha, they will continue to consult and advise with AbM Engineering on future developments of this 540 horsepower DCGT highway truck engine prototype at AbM’s facilities in Daytona Beach, 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 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.

Detonation refers to an instant burning of a fuel-air mixture producing an explosion. Cycle refers to the explosion happening in one chamber and then in another chamber, repeating over and over again. Gas is the fuel which is in a gaseous state. Turbine is a rotating wheel or disk connected to a shaft spinning in one direction. This combined process along with the EIC process creates the high efficiency, low emission engine that we intend to bring to market.

OUR BUSINESS PLAN

We are a development-stage company and not yet generating any revenues. We expect to continue the commercialization of our Detonation Cycle Gas Turbine Engine (“DCGT”) technology. The licensor of the acquired technology has passed the research and development phase and has designed a working prototype. We need to redesign an engine for our application based on this proven Core Technology. We are relying on AbM Engineering in collaboration with AMEC to design, construct and test a 540 horsepower engine prototype for our licensed application (see “Business of the Company”, “Our Product.”).

The financing for our development activities to date has come from the sale of common stock. We intend 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 of up to $10 million 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.

Since we have had a limited history of operations, we anticipate that our quarterly results of operations will fluctuate significantly for the foreseeable future. We believe that period-to-period comparisons of our operating results should not be relied upon as predictive of future performance. Our prospects must be considered in light of the risks, expenses and difficulties encountered by companies at an early stage of development, particularly companies commercializing new and evolving technologies such as the DCGT. In July 2002, we acquired the license for the DCGT technology for the manufacture and marketing of heavy-duty highway truck engine.

The following steps have been or are being taken by the Company to demonstrate the viability of a final prototype engine:


Step 1		The completion of the design has been done and the prototype engine has been built

Step 2		The Company has leased its office and demonstration facilities

Step 3		The Engine is undergoing continuing testing and development, the cost of which is anticipated to be approximately $2,500,000

In Step 3, we will rely on AbM and AMEC to test the prototype engine at their facilities. AbM & AMEC will conduct test demonstrations to show the viability and function of the engine. The cost of the on-going testing is expected to be funded from the proceeds of a private placement offering.

For the three months ended June 30, 2009 compared to the three months ended June 30, 2008:

Research and development costs for the three months ended June 30, 2009 and 2008, totaled $71,636 and $330, respectively. The increase of $71,306 was primarily attributable to the Company entering into a contract with AbM Engineering to work on the DGCT engine.

Operating Costs – During the three months ended June 30, 2009 and 2008, operating costs totaled $247,794 and $177,233, respectively. The increase of $70,561 was mainly attributable to a $21,000 increase in payroll expenses due to increases in salaries for two of the Company’s officer’s, as they had taken a reduction in the prior year to conserve operating capital, the Company also had an approximate $39,900 increase in public relations in 2009, which the Company did not have any similar expenditures in 2008. Finally, the Company incurred $16,000 for a consulting agreement in 2009.

Interest (Income) Expense - Net - During the three months ended June 30, 2009 and 2008 net interest expense totaled $98,153 and $6,839, respectively. The increase of $91,314 was due to the Company issuing a convertible debenture to Golden Gate Investors, Inc. and the amortization of the beneficial conversion feature associated with the debentures during 2009.

The net loss for the three months ended June 30, 2009 and 2008 was $417,583 and $184,402, respectively. The increase of $233,181 was mainly attributable to the increase in research and development expense, operating costs and net interest expenses.

For the six months ended June 30, 2009 compared to the six months ended June 30, 2008:

Research and development costs for the six months ended June 30, 2009 and 2008, totaled $71,636 and $330, respectively. The increase of $71,306 was primarily attributable to the Company entering into a contract with AbM Engineering to work on the DGCT engine.

Operating Costs – During the six months ended June 30, 2009 and 2008, operating costs totaled $540,931 and $355,360, respectively. The increase of $187,571 was mainly attributable to a $22,000 new consulting agreement entered into in 2009, a $42,400 increase in payroll expenses due to increases in salaries for two of the Company’s officer’s, as they had taken a reduction in the prior year to conserve operating capital, the Company also had a $32,200 and $17,700 increase in public relations and accounting expenses in 2009, respectively. which the Company did not have any similar expenditures in 2008. The Company also incurred an additional $20,800 in travel related costs, and $8,900 in additional insurance costs due to the Company for a Director’s and Officer’s insurance policy that the Company did not previously have. Finally, the Company incurred $39,900 for several new consulting agreements in 2009 for investor relations and marketing.

Interest (Income) Expense - Net - During the six months ended June 30, 2009 and 2008 net interest expense totaled $138,722 and $7,561, respectively. The increase of $131,161 was due to the Company issuing a convertible debenture to Golden Gate Investors, Inc. and the amortization of the beneficial conversion feature associated with the debentures during 2009.

The net loss for the three months ended June 30, 2009 and 2008 was $751,289 and $363,251, respectively. The increase of $388,038 was mainly attributable to the increase in research and development expenses, operating costs and net interest expenses.

LIQUIDITY AND CAPITAL RESOURCES

As shown in the accompanying financial statements, for the three and six months ended June 30, 2009 and since November 27, 2000 (date of inception) through June 30, 2009, the Company has had net losses of $417,583, $751,289 and $10,043,295, respectively. As of June 30, 2009, 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.

As previously mentioned, since inception, we have financed our operations largely from the sale of common stock. From inception through June 30, 2009 we raised cash of $1,505,051 net of issuance costs, through private placements of common stock financings and $357,250 through the issuance of convertible notes payable.

Since our inception through June 30, 2009 we have incurred $3,489,828 of research and development costs. These expenses were principally related to the acquisition of a license agreement in July 2002 in the amount of $2,735,649, which was expensed to research and development costs for the DCGT technology and the agreement with AbM Engineering to assist in the development of the DCGT engine.

We have incurred significant net losses and negative cash flows from operations since our inception. As of June 30, 2009, we had an accumulated deficit of $10,043,295 and a working capital deficit of $1,035,710.

We anticipate that cash used in product development and operations, especially in the marketing, production and sale of our products, will increase significantly in the future.

On June 6, 2008, the Company issued a 7³/4 Convertible Debenture to Golden Gate Investors, Inc. in the principal amount of $1,000,000, pursuant to Rule 506 promulgated by the Securities and Exchange Commission, for the purpose of accessing necessary funding to continue operations.

Pursuant to the terms of the Debenture, the related Securities Purchase Agreement, Secured Promissory Note and Stock Pledge Agreement, each executed in connection therewith, the Company has issued its $1,000,000 Convertible Debenture (the “Debenture”) for the payment by Golden Gate of $100,000 in cash and the execution and delivery by Golden Gate of a $900,000 Secured Promissory Note of even date (the “Note”), bearing interest at 8% per annum. During the six months ended June 30, 2009, Golden Gate advanced the Company an additional $200,000 cash, thereby reducing the Secured Promissory Note to $700,000.

The Debenture bears interest at 7.75% per annum, payable monthly, maturing June 30, 2012, and is secured by a Continuing Personal Guaranty by, Michael H. Rouse, the Company’s CEO. The Holder shall be entitled to convert into common stock of the company at the conversion price equal to the lesser of (i) $0.50, or (ii) 80% of the average of the 3 lowest Volume Weighted Average Prices during the 20 Trading Days prior to Holder’s election to convert, as such terms are defined in the Debenture. The Holder can only convert that amount of the Debenture that has actually been paid for by either cash at closing or principal pre-payments made on the Promissory Note.

Golden Gate’s Promissory Note is payable at the rate of 8% per annum, payable monthly and provides that for the prepayment of the Note in an amount not less than $200,000 monthly upon the happening of certain events. It matures on June 30, 2012.

Provided certain conditions are met, pursuant to the terms of the Securities Purchase Agreement executed between the parties, Golden Gate or its assigns has the right to enter into 4 additional Debentures with the Company upon similar terms. The Company incurred no additional expenses in this matter and the Company is utilizing the proceeds for its on-going working capital needs.

We will be dependent upon our existing cash, together with anticipated net proceeds from a public offering and future debt issuances and private placements of common stock and potential license fees, to finance our planned operations through the next 12 months. We will continue to proceed in the design and testing phase of the DCGT engine during the next 12 months and will require additional funding to continue operations. Based on our anticipated growth, we plan to add several employees to our staff.

Additional capital may not be available when required or on favorable terms. If adequate funds are not available, we may be required to significantly reduce or refocus our operations or to

obtain funds through arrangements that may require us to relinquish rights to certain or potential markets, either of which could have a material adverse effect on our business, financial condition and results of operations. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities would result in ownership dilution to our existing stockholders.

The Company may receive proceeds in the future from the exercise of warrants and options outstanding as of June 30, 2009 in accordance with the following schedule:


	Approximate Number of Shares	Approximate Proceeds
Non-Plan Options and Warrants	2,027,913	$	1,098,500

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 have 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 and for the period coverted by this Quarterly Report on Form 10-Q. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective. The controls were determined to be ineffective due to the lack of segregation of duties. Currently, management contracts with an outside CPA to perform the duties of the Chief Financial Officer and Principle Accounting Officer and an outside consultant to assist with the preparation of the filings. However, until the Company has received additional funding, they are unable to remediate the weakness.

Changes in Internal Control Over Financial Reporting

No change in the Company’s internal control over financial reporting occurred during the three months ended June 30, 2009, 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.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

During the three month period ended June 30, 2009, 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 April 2009, the Company issued 274,999 shares of common stock for cash at a price of $0.07 per share.

During April 2009, the Company issued 29,500 shares of common stock for cash at a price of $0.10 per share.

During the April 2009, the Company issued 20,000 shares of common stock for services valued at a price of $0.09 per share.

During the April 2009, the Company issued 510,000 shares of common stock for services valued at a price of $0.10 per share.

During April 2009, the Company issued 511,979 shares of common stock for the conversion of notes payable at a price of $0.07 per share.

During April 2009, the Company issued 158,897 shares of common stock for the conversion of notes payable at a price of $0.06 per share.

During May 2009, the Company issued 77,000 shares of common stock for cash at a price of $0.07 per share.

During the May 2009, the Company issued 60,000 shares of common stock for services valued at a price of $0.09 per share.

During May 2009, the Company issued 399,617 shares of common stock for the conversion of notes payable at a price of $0.06 per share.

During June 2009, the Company issued 582,142 shares of common stock for cash at a price of $0.07 per share.

During June 2009, the Company issued 420,000 shares of common stock for cash at a price of $0.08 per share.

During June 2009, the Company issued 381,098 shares of common stock for the conversion of notes payable at a price of $0.06 per share.

During June 2009, the Company issued 934,516 shares of common stock for the conversion of notes payable at a price of $0.07 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 June 30, 2009, 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 June 30, 2009.

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 Principal 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, Principal 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) January 27, 2009 – Entry into a material definitive agreement with Aerospace Machinery & Electric Equipment Co. Ltd, a Chinese corporation.

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: August 14, 2009	By:	/s/ Michael Rouse
		Chief Executive Officer and Chairman of the Board (Principal Executive Officer and Principal Financial Officer)

Dated: August 14, 2009	By:	/s/ Rebecca A. McDonald
		Principal Accounting Officer

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company