Novo Integrated Sciences, Inc. - Annual Report: 2014 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-K

For the fiscal year ended December 31, 2014

For the transition period from ______, 20 ____, to ______, 20_____.

Commission File Number 333-109118

1575 Aviation Center Parkway, Suite 433, Daytona Beach, Florida 32114

(Address of Principal Executive Offices)

(386) 275-1515

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(g) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405) during the preceding 12 months. Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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 definitions of “large accelerated filer,” “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 Act): Yes ¨ No x

The Aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2014 was $2,671,233.

There were 414,661,829 shares of the Registrant’s $0.001 par value common stock outstanding as of March 18, 2015.

Documents incorporated by reference:

None

TURBINE TRUCK ENGINES, INC.

FORM 10-K INDEX

TURBINE TRUCK ENGINES, INC.

This Annual Report on Form 10-K and the documents incorporated herein by reference contain forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on current expectations, estimates and projections about Turbine Truck Engines Inc.’s industry, management beliefs, and assumptions made by management. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results and outcomes may differ materially from what is expressed or forecasted in any such forward-looking statements.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Turbine Truck Engines, Inc. (“TTE” or “the Company”) was incorporated in Delaware on November 27, 2000. On February 20, 2008, the Company was re-domiciled 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 are located in Daytona Beach, Florida. The company has not yet generated any revenues since inception.

To date, the Company’s principal operations are the development and ultimately the commercialization of the (a) Detonation Cycle Gas Turbine Engine (“DCGT”); (b) Hydrogen Production Burner System (“HPBS”); and (c) the Gas to Liquid Technology (“GTL”). In addition, the Company is aggressively pursuing to either purchase or merge an intellectual property asset and/or an existing operational company asset. To date, TTE has not entered into a contractual commitment to complete an asset purchase or merger.

Effective August 29, 2013, the Company amended its Articles of Incorporation filed with the Nevada Secretary of State, to reflect the Board of Directors adoption of a resolution, consented to by those holding a majority of the common shareholder votes, which increased the authorized common stock of the company to 499,000,000 shares of common stock, having a par value of $0.001.

Effective August 13, 2014, the Company changed a majority of its Board of Directors, management and corporate officer personnel to better position the Company to (a) access funding for operations and development; (b) increase its opportunity for the development of its core technologies; (c) pursue a contractual commitment for either the purchase or merger of an intellectual property asset and/or an existing operational company asset.

Effective November 14, 2014, all conditions, terms and guarantees of escrow were satisfied allowing the Company to close the Asset Purchase Agreement and Technology Sale/Transfer/Assignment for all Intellectual Property (IP) Agreement, with Robert & Barbara Scragg and Alpha Engines Corporation to obtain ownership of all rights, title, interest, patents, trademarks, and inventor notes for both the Detonation Cycle Gas Turbine Engine (DCGT) and Gas-to-Liquid (GTL) technologies.

Effective December 12, 2014, the Company entered into a Principal Accounting Officer Agreement appointing a new Principal Accounting Officer (“PAO”), Judith C. Norstrud, CPA while receiving the resignation of the outgoing PAO, Rebecca A. McDonald, CPA, with no known disagreement between the Company and Ms. McDonald on any matter relating to the Company’s operations, policies or practices, nor was Ms. McDonald removed for cause.

Effective December 17, 2014, the Company filed a Certificate of Correction with the Nevada Secretary of State to correct an administrative error discovered in the Company’s corporate records with the Nevada Secretary of State’s office. This Certificate of Correction clarifies that the Company’s authorized stock consists of (a) Four Hundred, Ninety-nine million (499,000,000) shares of Common Stock, Par Value $0.001; and (b) One Million (1,000,000) shares of Preferred Stock, Par Value $0.001, which the Company had previously authorized and recorded with the Nevada Secretary of State on February 20, 2008. Additionally, this December 17, 2014 Certificate of Correction clarifies that the Company had on March 16, 2012 designated Five Hundred Thousand (500,000) shares of its Preferred Stock as Series “A” Convertible Preferred stock. On March 16, 2012, the Company’s Board of Directors authorized the issuance of Five Hundred Thousand (500,000) shares of Series “A” Convertible Preferred stock to Michael Rouse, the Company’s President, in exchange for deferred salary. On December 18, 2014, Mr. Rouse converted all of the Series “A” Convertible Preferred stock he held into Five Hundred Thousand (500,000) shares of the Company’s common stock.

Effective December 19, 2014, the Company filed a Certificate of Change with the Nevada Secretary of State to amend the Company’s Articles of Incorporation to (a) terminate the designation of Five Hundred Thousand (500,000) shares of its Series “A” Convertible Preferred Stock and (b) clarify that the Company’s authorized stock remains Four Hundred, Ninety-nine million (499,000,000) shares of Common Stock, Par Value $0.001 and One Million (1,000,000) shares of Preferred Stock, Par Value $0.001. Additionally, the Company terminated the designation of Three Hundred Fifty Thousand (350,000) shares of its Series “B” Preferred stock, previously approved by the Company’s Board of Directors on June 18, 2014. This Series “B” Preferred designation was never filed with the Nevada Secretary of State’s office and no shares were ever issued.

With the Company terminating both the Series “A” Convertible Preferred and the Series “B” Preferred designations, the Company maintains its current authorized class of One Million (1,000,000) Preferred shares with no Series designation being authorized, issued or outstanding at December 31, 2014.

The Company will need to raise capital over the coming 12 months to support its activities. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to commercialize the Company’s current technology before another company develops similar technology.

PRODUCT STATUS AND DESCRIPTION

I. THE DCGT ENGINE TECHNOLOGY

Since the formation of Turbine Truck Engines, Inc., the development of the DCGT engine technology for the application of heavy-duty highway trucks has been at the core of the Company’s business operations. To date, the DCGT engine technology is not ready for commercialization, for any application, and remains in the development and research phase.

TTE’s new management and Board of Directors, in coordination with the inventor of the DCGT engine technology, continue to believe the patented DCGT technology can be developed for commercialization, but have determined that the focus of research and development of the DCGT technology should be on designing a DCGT engine for applications directly related to power generation. Based on this new focus, TTE no longer intends to expend resources on the development of the DCGT engine technology for the heavy-duty truck engine application and will continue to pursue a path forward to develop the DCGT engine technology for other applications specifically related to power generation.

The Company believes that with ownership of all patents, intellectual property, trademarks, trade secrets, drawings and copyrights for the DCGT engine technology, the Company will have better leverage as it pursues both the necessary funding and development partners required to prove the technologies’ viability and ultimate commercialization. The inventor, Robert Scragg, agreed, and on November 14, 2014, the parties closed on the Asset Purchase Agreement and a Technology Sale, Transfer, Assignment Agreement for all Intellectual Property, dated October 14, 2014 (the “Asset Purchase Agreement”) between the Company, Robert and Barbara Scragg and Alpha Engines Corporation, settling and ending all licensing agreements between TTE and Alpha Engines Corporation and completing the purchase by the Company of all patents, Intellectual Property, trademarks, copyrights, trade secrets, rights, title, and interest for both the DCGT technology and the electromagnetic process and apparatus for making methanol, also referred to as Gas-to-Liquid (“GTL”) technology.

Under the terms of the Asset Purchase Agreement, all royalty payments due by TTE to Alpha Engines have been settled with no future royalty payments due. TTE owns the DCGT engine technology free and clear.

TTE has begun early stage discussions with several separate North American based entities to re-initiate research and development of the DCGT engine technology for applications directly related to turning a shaft for power generation.

COMPANY HISTORY OF DCGT ENGINE DEVELOPMENT

The following historical information is presented for market clarity.

ABOUT THE DCGT ENGINE TECHNOLOGY

This patent in its simplicity makes it very unique. A detonation cycle gas turbine engine includes a turbine rotor contained in a housing. The exhaust ports of respective valve-less combustion chambers are located on opposite sides of the rotor directing combustion gases toward the turbine. The chambers are connected by a valve-less manifold fed with fuel and oxidizer. When combustible gases are detonated by an igniter in one of the combustion chambers, the back pressure from the detonation shuts off the fuel and oxidizer flow to that chamber and redirects the fuel and oxidizer to the opposite chamber, where detonation occurs. The process repeats cyclically. Power is taken off the rotor shaft mechanically or electrically.

The invention utilizes a water wheel as the turbine wheel which has blades that are positively displaced, through a blade race, by the rapid expansion of gases exiting from combustion chambers via nozzles, rather than pistons or gas turbines.

Our engine has a blower, rather than a compressor, to supply less air per horsepower hour than required by existing gas turbines or piston engines, thereby producing less exhaust gases per horsepower hour.

The blower supplies low pressure air via a single manifold to two combustion chambers simultaneously thereby requiring less work to complete a detonation cycle, resulting in higher thermos-mechanical efficiencies than gas turbines or piston engines.

The engine manifolds, combustion chambers, and ignition system has the capability of cyclically detonating fuel-air mixtures without using valves. The engine uses a fuel pump and vaporizers to gasify wet fuels prior to mixing with combustion air in the manifolds to produce complete combustion of all fuel-air mixtures in the detonation process. The engine uses a plasma arc ignition, a visibly constant illuminating plasma flame between two electrodes to detonate fuel-air mixtures and does not require critical ignition timing.

Low pressure air and fuel mixtures are detonated instantaneously–in less than one millisecond–producing high velocity shock waves that kinetically compress inert gases resulting in higher working pressures than the pressures produced in constant pressure heating utilized in gas turbine engines, and Otto and Diesel cycle piston engines.

The detonation cycle engine uses less working fluid and produces less exhaust gas per horsepower hour than Brayton cycle turbines and Otto or Diesel cycle piston engines.

Six working prototypes have been developed and constructed over the course of the last 20 years, culminating in the development of the 6th generation prototype engine which consists of two 7-inch, 8-pound turbine wheels mounted on a single shaft, driven by 4 horizontally opposed combustion chambers producing an estimated 70 horsepower at 20,000 rpm.

The DCGT engine technology includes an Electromagnetic Isothermal Combustion (“EIC”) process that powers the engine. The EIC process produces complete combustion of fuel-oxidizer mixtures in cyclic detonations that negate unwanted nitrogen oxide and carbon monoxide emissions. The high pressure gases produced by the detonations drive a unique turbine producing shaft horsepower.

The EIC process enables the DCGT to operate with blower air at low static pressure, negating the necessity of compressing and preheating fuel-oxidizer mixtures prior to combustion. By eliminating the compression of fuel-oxidizer mixtures, the DCGT engine achieves higher thermal efficiencies in a simplified mechanical structure. The DCGT engine offers the following proprietary and competitive advantages over current diesel, gasoline and gas turbine engines:

We will not require governmental approval until such time as the engine is placed in use. Our engine will meet the new more stringent emission requirements set forth by the Environmental Protection Agency (“EPA”) and other federal, state and local regulations. In each of the last two years, the Company has spent $0 (2014) and $0 (2013) on research and development.

COMPETITION FOR THE DCGT ENGINE TECHNOLOGY FOR POWER GENRATION

Given that certain aspects of the Company’s DCGT engine technology is still under U.S. and China patent protection, the Company is not aware of any entity that has successfully commercialized pulse detonation cycle technology for power generation applications. Additionally, until TTE is able to successfully produce data from a prototype of an operational DCGT engine turning a shaft for power generation, it is difficult to provide qualitative comparisons of the DCGT engine technology to the myriad of other technologies available to both residential and business consumers today. Once TTE is able to successfully complete a working bench prototype and collect a myriad of acceptable data on items such as horsepower, torque, efficiency, temperatures, pressures and more, TTE will then be better positioned to identify the target market for commercialization of the DCGT engine technology for power production. At that time, TTE can then provide clarity and direction on competition considerations for our product and its target market.

PATENTS FOR THE DCGT ENGINE TECHNOLOGY

The DCGT engine technology currently has 2 patents. U. S. Patent No. 6,000,214 is a novel patent with a 20-year life from the filing date of December 16, 1997. The patent was based on research and development beginning in 1984, which included the design, construction, and testing of working prototypes #1, #2, #3 and #4. The patent attorneys were Schoemaker & Mattare Ltd. TTE will file additional patents to protect any new developments in the engine technology. The second patent is Chinese Patent No. 200880011557.8, accepted in 2011, which remains active to date. This Chinese patent is titled Rotary Mechanically Reciprocated Sliding Metal Vane Air Pump and Boundary Layer Gas Turbines Integrated with a Pulse Gas Turbine Engine System.

II. THE HYDROGEN PRODUCTION BURNER SYSTEM TECHNOLOGY

ABOUT THE HYDROGEN PRODUCTION BURNER SYSTEM TECHNOLOGY

In 2010, TTE was working with various Chinese based partners to develop its licensed DCGT engine technology for use in various applications in Asia. At that time, TTE’s CEO was introduced to Falcon Power Co. Ltd. (“Falcon”), a Taiwan based business, that was developing a technology focused on converting methanol to hydrogen, on-demand, using a proprietary technology now known as the Hydrogen Production Burner System (“HPBS”). One of the potential fuel sources for the DCGT engine technology is hydrogen, thus TTE and Falcon began a diligence phase to consider a collaborative effort to blend the 2 technologies having the HPBS produce hydrogen that could then provide a hydrogen fuel source for the DCGT engine.

Hydrogen (H2) is an ideal fuel for combustion — it burns easily and efficiently at very high temperatures and emits pure water vapor (H2O) as its only by-product. But the gas is a difficult fuel to work with. Existing methods for transporting and storing hydrogen (namely high-pressure compression and liquefaction) are complex, inefficient, and expensive. It’s also the smallest molecule in existence and tends naturally to leak; only exacerbating these problems.

The Hydrogen Production Burner System is an efficient methanol-to-hydrogen production and burner integrated technology which utilizes a steam reformation process, employs a proprietary chemical catalyst and a unique low temperature pyrolytic reaction to convert common methanol into clean-burning hydrogen gas, on-demand, for use as a fuel source to a proprietary burner assembly. The inventor of the HPBS is located in Taiwan and has been developing the technology for over 9 years.

Having a technology available that can produce hydrogen on-demand and on-site eliminates the costly and difficult issues that surround the transportation and storage of hydrogen. Additionally, methanol (CH4O, also known as methyl alcohol or wood alcohol) is inexpensive, widely accessible, and easier to store, handle and transport. The HPBS technology provides a unique and marketable solution for those entities wanting to burn hydrogen as a thermal heat source.

The HPBS system is applicable to a wide array of industrial boilers and steam generators as well as other various residential and commercial applications. The efficiency of the HPBS technology could save the end user 30-60% on energy costs as compared to current sources of energy such as electricity, heavy oils, coal, and natural gas.

COMPANY HISTORY OF THE HYDROGEN PRODUCTION BURNER SYSTEM

The following historical information is presented for market clarity:

COMPETITION FOR THE HPBS TECHNOLOGY

The Company has identified a handful of competitors, including Air-Gas, that manufacture hydrogen producing generators. There are three main types of hydrogen generators, those that (a) convert methane to hydrogen through a catalyst; (b) convert water through electrolysis; and (c) convert methanol through catalysis. There are commercialized units for each method, however, to our knowledge; there are no commercialized units, like the HPBS technology that produce hydrogen from methanol, on demand, for on-site use. In that regard, the Company considers itself uniquely positioned to provide the market with a hydrogen production and burner system that is uniquely different than its competitors.

PATENTS FOR THE HPBS TECHNOLOGY

To date, there are no patents pending for the HPBS technology. The catalytic process used to covert methanol to hydrogen is proprietary and to the best of the companies’ knowledge stands alone in marketplace. If TTE is able to secure ownership of the HPBS technology, TTE will continue to develop the technology always with an eye toward submitting patents for those items that are able to be patented.

III. THE SCRAGG PROCESS FOR GAS TO LIQUID

In addition to the DCGT engine technology, Robert Scragg is also the inventor of an expired patent for a process in which methane gas, the primary component of natural gas, is converted into liquid methanol. This process is referred to as Gas-to-Liquid (“GTL” or “the Scragg Process”).

In 1983, Robert Scragg received patent protection for his “Electromagnetic Process and Apparatus for Making Methanol”. While this patent has expired, certain intellectual property and trade secrets remain intact and protected and are now owned by TTE. Mr. Scragg’s 1983 patent proved that gentle oxidation of methane gas, a hydrocarbon, using precise electromagnetic activation produces methanol gas which is then condensed in the reactor chamber to form liquid methanol. The Scragg process for gas to liquid conversion provides for production of methanol on a low-volume scale using an easily transportable apparatus and system. When Robert Scragg received his patent approval for the GTL technology, he created a working GTL prototype for presentation to the U.S. Patent office. Today, that prototype no longer exists.

Currently, TTE is in discussions with a U.S. based engineering firm for the research & development to design, build, operate and collect data for a new GTL bench prototype using TTE’s intellectual property, notes, trade secrets and drawings recently purchased from Robert Scragg. Once this new bench prototype achieves satisfactory proof-of-concept and validates the Scragg Process GTL technology, TTE will then pursue a joint venture partner to build a scaled-up prototype directed toward commercialization.

To date, companies invested in converting natural gas to methanol are primarily engaged in large scale production operations. The current state-of-the-art method of producing liquid methanol involves a low pressure process of preparing synthesis gas by steam reforming or partial oxidation of a gaseous hydrocarbon feedstock or by direct combination of carbon dioxide with purified hydrogen rich gases. Typically, naphtha or a natural gas feedstock is desulfurized, preheated and mixed with a superheated steam, and then reacted over a conventional catalyst in a multi-tubular reformer. After cooling, the synthesis gas is compressed to the required pressure and passed into a hot-wall converter over a low pressure methanol synthesis catalyst at a temperature ranging from 250 to 270 degrees centigrade. The crude methanol that is formed is condensed and separated from the uncondensed gases which are recycled with makeup synthesis gas and fed back into the converter.

Throughout the United States and the world, at sites where oil-drilling operations are producing natural gas as a by-product, a large portion of the natural gas is being flare burned, instead of being sold, as the site is either too far from a pipeline or the accessible pipeline has no additional capacity. Flare burning has obvious negative environmental concerns.

TTE believes that today’s marketplace dynamics allow for a lower volume, easily transportable GTL apparatus to address the enormous, unmet need of redirecting flare burn natural gas for conversion to methanol for commercial resale or reuse onsite.

COMPANY HISTORY OF THE SCRAGG PROCESS FOR GAS TO LIQUID

On November 14, 2014, the Company closed an Asset Purchase Agreement (described above), with Robert and Barbara Scragg and Alpha Engines Corporation, completing the purchase, by Turbine Truck Engines, Inc. of all patents, intellectual property, trademarks, copyrights, trade secrets, rights, title, and interest for an electromagnetic process and apparatus for converting methane gas to methanol, the Scragg Process.

Prior to TTE completing its acquisition of Robert Scragg’s trade secrets, intellectual property, notes and drawings for the Scragg Process as noted above, TTE always had an open invitation to pursue a licensing contract, with Alpha, for the development of the Scragg Process. While TTE never completed a licensing agreement for the Scragg Process, TTE’s old management did periodically pursue potential development partners.

On January 23, 2013, the Company entered into a Binding Letter of Intent (“BluGen LOI”) with BluGen, Inc., a California corporation (“BluGen”), for the purpose of the joint development of a GTL bench prototype, using the trade secrets of the Scragg Process. Under the terms of the BluGen LOI, BluGen was to work with TTE, and the inventor, Robert Scragg, to recreate and expand upon the original designs created by Mr. Scragg. The BluGen LOI allowed for certain of the Scragg processes’ trade secrets and data to be made available to BluGen in a phased manner as certain development milestones were achieved by BluGen. TTE never received notice, from BluGen, that the first milestone had been achieved with no real indication BluGen even undertook a coordinated effort to advance the Scragg Process technology. On October 24, 2014, TTE sent notice to BluGen terminating the January 23, 2013 Binding LOI based on non-performance by BluGen.

COMPETITION FOR THE SCRAGG PROCESS GAS TO LIQUID

Methanex Corp. is the world’s largest producer of Methanol. To date, facilities converting gas to liquid are only focused on large scale production. The dollar cost to build and operate a large scale GTL production facilities is significant.

With the recent increase of drilling in the United States, including fracking, the production of natural gas as a by-product of drilling has increased. When taking into account cost analysis, environmental considerations and commodity pricing in today’s marketplace, TTE believes the demand for an easily transportable, self-sustaining apparatus capable of converting gas to liquid has elevated. As a result of the market’s willingness to consider other options, besides flare burning the on-site natural gas, several companies are working to develop low-volume, easily transportable apparatus for commercialization. To date, TTE is not aware of any company that has commercialized a GTL device which has proved viable as a self-supporting, profitable business. 

PATENTS FOR THE GAS TO LIQUID SCRAGG PROCESS

To date there are no patents or patents pending for the Gas to Liquid Scragg Process. On Feb 15, 1983, the Scragg Process for converting methane to methanol was granted patent protection under US Patent # 4,374,288. The patent has expired, however the process remains protected under Trade Secrets law. 

EMPLOYEES

We presently have no employees. Staffing levels will be determined as we progress and grow. The level of employees is primarily contingent on the funds available for operations. Our board of directors will determine the compensation of all new employees based upon job description.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. DESCRIPTION OF PROPERTY

The Company leases its corporate headquarters at 1575 Aviation Center Parkway, Suite 433 in Daytona Beach, Florida on a month-to-month basis.

ITEM 3. LEGAL PROCEEDINGS

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

The Company, through its Taiwan attorneys, have filed legal briefs with the DA office in Taipei Taiwan pursuing criminal complaint charges against ETS and its principle officers for alleged fraud. The Company provided a reserve in the amount of $237,414 against this deposit on its balance sheet on December 31, 2014.

ITEM 4. MINE SAFETY DISLCOSURE

None

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Since the August 2004 closing of the Company’s initial public offering, the Company’s Common Stock has traded in the over-the-counter market on the National Association of Securities Dealers, Inc. OTC Bulletin Board System (“OTCBB”) under the symbol “TTEG.” The following table sets forth the range of high and low closing bid quotations of the Common Stock as reported by the OTCBB for each fiscal quarter for the past two fiscal years. High and low bid quotations reflect inter-dealer prices without adjustment for retail mark-ups, markdowns or commissions and may not necessarily represent actual transactions.

On March 18, 2015, the closing bid price of the Company’s Common Stock as reported by the OTCBB was $0.015 and there were approximately 510 shareholders of record.

DIVIDENDS

We have not paid any cash dividends on our common or preferred stock and do not anticipate paying any such cash dividends in the foreseeable future. Earnings, if any, will be retained to finance future growth. We may issue shares of our common stock and preferred stock in private or public offerings to obtain financing, capital or to acquire other businesses that can improve our performance and growth. Issuance and or sales of substantial amounts of common stock could adversely affect prevailing market prices in our common stock.

Common Stock

During the year ended December 31, 2014, there was no modification of any instruments issued herein for the fourth quarter, defining the rights of holders of the Company’s common stock and no limitation or qualification of the rights evidenced by the Company’s common stock as a result of the issuance of any other class of securities or the modification thereof.

During January 2014, the Company issued 2,740,000 shares of common stock for cash at a price of $0.005 per share.

During February 2014, the Company issued 1,479,000 shares of common stock for conversion of notes payable at a price of $0.007 per share.

During March 2014, the Company issued 2,400,000 shares of common stock for cash at a price of $0.005 per share.

During March 2014, the Company issued 149,999 shares of common stock for cash at a price of $0.021 per share.

During March 2014, the Company issued 15,383 shares of common stock for cash at price of $0.0325 per share.

During March 2014, the Company issued 1,050,000 shares of common stock for cash at a price of $0.01 per share.

During March 2014, the Company issued 799,970 shares of common stock for cash at a price of $0.02 per share.

During April 2014, the Company issued 100,000 shares of common stock for cash at a price of $0.02 per share.

During May 2014, the Company issued 41,333,333 shares of common stock in connection with deferred offering costs at a price of $0.08 per share.

During May 2014, the Company issued 12,341,598 shares of common stock in connection with deferred offering costs at a price of $0.07 per share.

During May 2014, the Company issued 10,000,000 shares of common stock in connection with deferred offering costs at a price of $0.037 per share.

During May 2014, the Company issued 50,000 shares of common stock for cash at a price of $0.02 per share.

During August 2014, the Company issued 10,000,000 shares of common stock in connection with deferred offering costs at a price of $0.0222 per share.

During August 2014, the Company issued 4,000,000 shares of common stock for cash at a price of $0.005 per share.

During September 2014, the Company issued 250,000 shares of common stock in relief of $7,946 of accounts payable.

During September 2014, the Company issued 750,000 shares of common stock in relief of $44,000 of accounts payable and to pay for $17,700 of future professional services.

During October 2014, the Company issued 10,000,000 shares of common stock in connection with deferred offering costs at a price of $0.0193 per share.

During November 2014, the Company issued 100,000 shares of common stock for services at a price of $0.0262 per share.

During November 2014, the Company issued 750,000 shares of common stock in payment of an intangible asset at a price of $0.017 per share.

During December 2014, the Company issued 500,000 shares of common stock in conversion of Series A Preferred Stock at a price of $0.001 per share.

The sale and issuance of securities above was deemed to be exempt from registration under the Securities Act of 1933, as amended, by virtue of Rule 506 of Regulation D promulgated there under.

ITEM 6. SELECTED FINANCIAL DATA

Not required.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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.

For the year ended December 31, 2014 compared to the year ended December 31, 2013:

Operating Costs – During the years ended December 31, 2014 and 2013, operating costs totaled $335,475 and $447,981, respectively. The decrease of $112,506 was mainly attributable to a $133,000 decrease in payroll expense net of 28,000 increase in professional fees.

Bad Debt Expense – During the years ended December 31, 2014 and 2013, bad debt expense totaled $237,414 and $0, respectively. The increase in bad debt expense is due the increase in the reserve for the deposit.

Other Income – During the years ended December 31, 2014 and 2013, other income totaled $103,861 and $0, respectively. The increase of $103,861 was primarily due to forgiveness of certain accounts payable and accrued expenses.

Interest (Income) Expense - Net - During the years ended December 31, 2014 and 2013 net interest expense totaled $559,374 and $303,048, respectively. The increase of $256,326 was primarily due to the Company issuing notes payable during 2014 and 2013 with interest at 20% and through the amortization of deferred non cash debt issuance costs.

The net loss for the years ended December 31, 2014 and 2013 was ($1,033,532) and ($887,672), respectively. The increase of $145,860 was mainly attributable to the increase in interest expenses, bad debt expense net of the decrease in operating costs.

Liquidity and capital resources

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the year ended December 31, 2014, the Company had a net loss of $1,033,532. As of December 31, 2014, the Company has a working capital deficit of $338,833. 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. 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.

As previously mentioned, since inception, we have financed our operations largely from the sale of common stock and the issuance of notes payable. During the year ended December 31, 2014 we raised cash of $72,849 through private placements of common stock financings and $130,015 through the issuance of notes payable, of which $57,000 was used to reduce accounts payable and accruals directly.

We have incurred significant net losses and negative cash flows from operations since our inception. As of December 31, 2014, we had an accumulated deficit of $19,452,612.

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

We will be dependent upon the 236 Loan Agreement, our existing cash, together with anticipated net proceeds from any 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.

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 December 31, 2014 in accordance with the following schedule:

___________ 

In July 2014, the Company executed Settlement and Release Agreements with the CEO-President, Vice-President/Secretary-Treasurer and the former Chief Information Officer to forgive a total of $513,424 of accrued salary and payroll taxes. The Company recorded the forgiveness of accrued salary and payroll taxes of $513,424 as a contribution to capital in the third quarter. These agreements stipulate no additional accrual of salary for all 3 employees effective July 1, 2014.

In July 2014, the Company executed Settlement and Release Agreements with the CEO-President, Vice-President/Secretary-Treasurer and the former Chief Information Officer rescinding the rights for stock option compensation issued in 2011 and 2013, under separate Employment Agreements, for a cumulative total of 2,100,000 shares.

In July 2014, the Company executed a Settlement and Release Agreement with the Chief Executive Officer that rescinds the CEO’s rights to receive 5,000,000 common shares of termination compensation as defined under Section 7 of the CEO’s October 2011 Employment Agreement.

In July 2014, the Chief Executive Officer elected to convert 500,000 shares of Series A Convertible Preferred Stock into 500,000 shares of common stock.

On October 17, 2014, the Company signed both an Asset Purchase Agreement and a Technology Sale/Transfer/Assignment for all Intellectual Property (IP) Agreement, with Robert & Barbara Scragg and Alpha Engines, Inc., to obtain all rights, title, interest, patents, trademarks, and inventor notes for both the Detonation Cycle Gas Turbine Engine (DCGT) and Gas-to-Liquid (GTL) technologies.

The purchase price of the Asset Purchase Agreement for both the DCGT & GTL technologies is 750,000 restricted common shares. Additionally, the Company paid a Royalty payment of $1,000 towards all outstanding Royalty payments. As part of the Asset Purchase Agreement, any and all licensing agreements between the Company and the Sellers were terminated to include that any and all accrued and outstanding royalty payments or other compensation which may have been due by the Company to the Sellers thereunder was forgiven by Sellers.

Going forward, Robert & Barbara Scragg will consult with TTE for the purpose of the turnover of all applicable intellectual property, proprietary information, data, notes, hardware, pertinent material, improvements and advancements directly or indirectly related to both technologies. Upon completion of this turnover, the Scraggs will receive 250,000 shares of common stock as compensation for the services provided as an independent consultant. As of December 31, 2014, no services have been received and therefore, no shares have been issued.

In addition to the above noted consulting compensation the Asset Purchase Agreement allows for the Scraggs to receive an additional 1,000,000 shares of restricted common stock upon either (a) Purchaser’s certification of viability, which shall be made by Purchaser using reasonable commercial standards, of either of the Detonation Cycle Gas Turbine Engine or the Gas-to-Liquid technology, which shall include at a minimum, the independent collection of data proving commercial viability or (b) commercial sales by the Purchaser, or its successors or licensees, of products embodying either of the DCGT or the GTL technology. As of December 31, 2014, no shares have been issued.

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.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (US GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

We believe that the following critical policies affect our more significant judgments and estimates used in preparation of our financial statements.

The Company entered into various loan agreements with a Canadian company. In accordance with the loan agreements, the Company issued shares of common stock to the Canadian company as additional costs in obtaining the financing. These shares have been accounted for as contra-equity deferred non-cash debt issuance costs and they are being amortized as interest expense over the life of the notes which are five years. Foreign currency translation gains and losses, when material, have been recorded as other comprehensive income in the statement of changes in stockholders’ deficit.

Research and development costs are charged to operations when incurred and are included in operating expenses.

New Accounting Pronouncements

For a description of recent accounting standards, including the expected dates of adoption and estimated effects, if any, on our financial statements, see “Note 3: Significant Accounting Polices: Recent Accounting Standards” in Part II, Item 8 of this Form 10-K.

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

ITEM 8. FINANCIAL STATEMENTS

Turbine Truck Engines, Inc.

Financial Statements

For the Years Ended December 31, 2014 and 2013

Contents

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Turbine Truck Engines, Inc.

Daytona Beach, Florida

We have audited the accompanying balance sheets of Turbine Truck Engines, Inc. (“the Company”) as of December 31, 2014 and 2013 and the related statements of comprehensive loss, changes in stockholders’ deficit, and cash flows for the years then ended. These financial statements are the responsibility of the management of Turbine Truck Engines, Inc. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we expressed no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Turbine Truck Engines, Inc. as of December 31, 2014 and 2013 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company incurred a net loss of $1,033,532 and $887,672 during the years ended December 31, 2014 and 2013, respectively, and has a working capital deficit of $338,833 as of December 31, 2014. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Warren Averett, LLC

Tampa, Florida

March 27, 2015

Turbine Truck Engines, Inc.

Balance Sheets

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

Turbine Truck Engines, Inc.

Statements of Comprehensive Loss

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

Turbine Truck Engines, Inc.

Statement of Changes in Stockholders’ Deficit

For the Years Ended December 31, 2014 and 2013

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

Turbine Truck Engines, Inc.

Statements of Cash Flows

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

Turbine Truck Engines, Inc.

Notes to Financial Statements

For the Years Ended December 31, 2014 and 2013

1. Background Information

Turbine Truck Engines, Inc. (“TTE” or “the Company”) was incorporated in Delaware on November 27, 2000. On February 20, 2008, the Company was re-domiciled 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 are located in Daytona Beach, Florida. The company has not yet generated any revenues since inception.

To date, the Company’s principal operations are the development and ultimately the commercialization of the (a) Detonation Cycle Gas Turbine Engine (“DCGT”); (b) Hydrogen Production Burner System (“HPBS”); and (c) the Gas to Liquid Technology (“GTL”). In addition, the Company is aggressively pursuing to either purchase or merge an intellectual property asset and/or an existing operational company asset. To date, TTE has not entered into a contractual commitment to complete an asset purchase or merger. The Company is in the process of raising capital to support these activities. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to commercialize the Company’s current technology before another company develops similar technology.

Effective December 17, 2014, the Company filed a Certificate of Correction with the Nevada Secretary of State to correct an administrative error discovered in the Company’s corporate records with the Nevada Secretary of State’s office. This Certificate of Correction clarifies that the Company’s authorized stock consists of (a) Four Hundred, Ninety-nine million (499,000,000) shares of Common Stock, Par Value $0.001; and (b) One Million (1,000,000) shares of Preferred Stock, Par Value $0.001, which the Company had previously authorized and recorded with the Nevada Secretary of State on February 20, 2008. Additionally, this December 17, 2014 Certificate of Correction clarifies that the Company had on March 16, 2012 designated Five Hundred Thousand (500,000) shares of its Preferred Stock as Series “A” Convertible Preferred stock. On March 16, 2012, the Company’s Board of Directors authorized the issuance of Five Hundred Thousand (500,000) shares of Series “A” Convertible Preferred stock to Michael Rouse, the Company’s President, in exchange for deferred salary. On December 18, 2014, Mr. Rouse converted all of the Series “A” Convertible Preferred stock he held into Five Hundred Thousand (500,000) shares of the Company’s common stock.

Effective December 19, 2014, the Company filed a Certificate of Change with the Nevada Secretary of State to amend the Company’s Articles of Incorporation to (a) terminate the designation of Five Hundred Thousand (500,000) shares of its Series “A” Convertible Preferred Stock and (b) clarify that the Company’s authorized stock remains Four Hundred, Ninety-nine million (499,000,000) shares of Common Stock, Par Value $0.001 and One Million (1,000,000) shares of Preferred Stock, Par Value $0.001. Additionally, the Company terminated the designation of Three Hundred Fifty Thousand (350,000) shares of its Series “B” Preferred stock, previously approved by the Company’s Board of Directors on June 18, 2014. This Series “B” Preferred designation was never filed with the Nevada Secretary of State’s office and no shares were ever issued.

With the Company terminating both the Series “A” Convertible Preferred and the Series “B” Preferred designations, the Company maintains its current authorized class of One Million (1,000,000) Preferred shares with no Series designation being authorized, issued or outstanding.

2. Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the year ended December 31, 2014, the Company had a net loss of $1,033,532. As of December 31, 2014, the Company has a working capital deficit of $338,833. 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. 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.

3. Significant Accounting Policies

The significant accounting policies followed are:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash is maintained at financial institutions and, at times, balances may exceed federally insured limits. We have never experienced any losses related to these balances. All of our non-interest bearing cash balances were fully insured at December 31, 2014 and 2013. Insurance coverage was $250,000 per depositor at each financial institution. At December 31, 2014 and 2013, there were no amounts held in excess of federally insured limits.

The Company’s financial instruments include cash, accounts payable, accrued liabilities and notes payable. The carrying amounts of cash, accounts payable and accrued liabilities approximate their fair value, due to the short-term nature of these items. The carrying amount of notes payable approximates their fair value due to the use of market rates of interest and maturity schedules for similar issues. The derivative liability is recorded at fair value (see Note 9).

Furniture and equipment are recorded at cost and depreciated on a declining balance and straight-line basis over their estimated useful lives, principally two to seven years. Accelerated methods are used for tax depreciation. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When furniture and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciation account are relieved, and any gain or loss is included in operations.

The Company evaluates the recoverability of its long-lived assets or asset groups whenever adverse events or changes in business climate indicate that the expected undiscounted future cash flows from the related assets may be less than previously anticipated. If the net book value of the related assets exceed the undiscounted future cash flows of the assets, the carrying amount would be reduced to the present value of their expected future cash flows and an impairment loss would be recognized. There have been no impairment losses in any of the periods presented.

Research and development costs are charged to operations when incurred and are included in operating expenses. There were no amounts charged to research and development for each of the years ended December 31, 2014 and 2013.

Deferred income tax assets and liabilities arise from temporary differences associated with differences between the financial statements and tax basis of assets and liabilities, as measured by the enacted tax rates, which are expected to be in effect when these differences reverse. Deferred tax assets and liabilities are classified as current or non-current, depending on the classification of the assets or liabilities to which they relate. Deferred tax assets and liabilities not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse. The principal types of temporary differences between assets and liabilities for financial statements and tax return purposes are set forth in Note 10.

The Company follows the provisions of FASB ASC 740-10 “Uncertainty in Income Taxes” (ASC 740-10), January 1, 2007. The Company has not recognized a liability as a result of the implementation of ASC 740-10. A reconciliation of the beginning and ending amount of unrecognized tax benefits has not been provided since there are no unrecognized benefits at December 31, 2014 or 2013. The Company has not recognized interest expense or penalties as a result of the implementation of ASC 740-10. If there were an unrecognized tax benefit, the Company would recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

Basic loss per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted losses per common share are computed by dividing net loss by the weighted average number of shares of common stock outstanding and dilutive options outstanding during the year. Common stock equivalents for the years ended December 31, 2014 and 2013 were anti-dilutive due to the net losses sustained by the Company during these periods. For the years ended December 31, 2014 and 2013 potentially dilutive common stock options and warrants of 2,408,000 and 6,655,413 have been excluded from dilutive losses per share due to the Company’s losses in all periods presented.

The Company recognizes all share-based payments to employees, including grants of employee stock options, as compensation expense in the 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). There were no grants awarded in 2014 and 2013.

The Company issues common stock and common stock options and warrants to consultants for various services. For these transactions, the Company follows the guidance in FASB ASC Topic 505. Costs for these transactions are measured at the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measureable. 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 instrument is reached or (ii) the date at which the counterparty’s performance is complete. For the periods ended December 31, 2014 and 2013, the Company recognized approximately $39,200 and $46,300, respectively, in consulting expenses.

In September 2006, the Financial Accounting Standards Board (FASB) introduced a framework for measuring fair value and expanded required disclosure about fair value measurements of assets and liabilities. The Company adopted the standard for those financial assets and liabilities as of the beginning of the 2008 fiscal year and the impact of adoption was not significant. FASB Accounting Standards Codification (ASC) 820 “Fair Value Measurements and Disclosures” (ASC 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include other current assets, accounts payable, accrued compensation and accrued expenses.

The Company entered into various loan agreements with a Canadian company. In accordance with the loan agreements, the Company issued shares of common stock to the Canadian company as additional costs in obtaining the financing. These shares have been accounted for as contra-equity deferred non-cash debt issuance costs and they are being amortized as interest expense over the life of the notes which are five years. Foreign currency translation gains and losses, when material, have been recorded as other comprehensive income in the statement of changes in stockholders’ deficit.

Recent accounting pronouncements

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

In June 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-10, “Development Stage Entities (Topic 915) Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation”. This ASU does the following among other things: a) eliminates the requirement to present inception-to-date information on the statements of income, cash flows, and shareholders’ equity, b) eliminates the need to label the financial statements as those of a development stage entity, c) eliminates the need to disclose a description of the development stage activities in which the entity is engaged, and d) amends FASB ASC 275, Risks and Uncertainties, to clarify that information on risks and uncertainties for entities that have not commenced planned principal operations is required. The amendments in ASU No. 2014-10 related to the elimination of Topic 915 disclosures and the additional disclosure for Topic 275 are effective for public companies for annual and interim reporting periods beginning after December 15, 2014. Early adoption is permitted. The Company has evaluated this ASU and adopted beginning with the quarterly period ended June 30, 2014. The adoption of this ASU resulted in the Company no longer reporting inception-to-date financial reporting for the Company’s Statements of Comprehensive Loss, Statement of Changes in Stockholders’ Deficit and Statements of Cash Flows.

In June 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-12, “Compensation—Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period” (ASU 2014-12). ASU 2014-12 provides special optional transitional guidance for awards with performance targets. The guidance is effective for annual periods beginning after December 15, 2015, and interim periods within those annual periods, with early adoption permitted. Management is currently assessing the impact the adoption of ASU 2014-12 will have on its Consolidated Financial Statements.

In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, “Presentation of Financial Statements-Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016, with early adoption permitted. The Company is currently assessing the impact the adoption of ASU 2014-15 will have on its financial statements.

4. Option to Acquire License

On December 15, 2000, TTE 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 DCGT engine technology embodied in U.S. Patent No. 6,000,214 and other proprietary technology and rights owned by Alpha, at that time, including Marketing Survey Data in the highway trucking industry. The terms of this December 2000 agreement required the Company to (a) pay a $250,000 licensing fee upon exercising its option; and (b) complete and file a registration statement with the Securities and Exchange Commission (SEC) and once the public offering was filed and declared effective by the SEC, Alpha was to grant the license in exchange for 10,000,000 shares of common stock of the Company.

On July 22, 2002, the Company executed a licensing agreement with Alpha Engines to commercially exploit Alpha’s DCGT engine technology for heavy-duty truck application. Under the terms of this agreement, the original terms of the December 2000 option rights agreement were amended to allow the Company to acquire the license agreement in advance of completing its offering registration statement and Alpha accepted a promissory note, payable July 22, 2003, in lieu of cash payment, for the $250,000 licensing fee. Additionally, the July 2002 licensing agreement amended issuance of the Companies’ common stock, payable to Alpha Engines, from the issuance of 10,000,000 shares to 5,000,000 shares. The value of these shares was based on $0.50 per share, which was the issuance price for common stock under the Company’s private placement offering. Additional terms of the July 22, 2002 licensing agreement included:

In July 2003, the July 2002 agreement was modified to extend the terms of the $250,000 note payable until the earlier of August 23, 2005 or completion of funding for the Company’s public offering and to establish that the minimum royalty payments shall commence after the note is settled.

On April 27, 2012, the Company entered into a Debt Settlement Agreement (the “Agreement”) with Alpha Engines Corporation (“Alpha”). The Company and Alpha entered into a License Agreement dated December 15, 2000 and July 22, 2002, pursuant to which the Company has accrued royalties and other payables to Alpha in the amount of $1,508,250 as of the date of the Debt Settlement Agreement. Pursuant to the terms of the Agreement, Alpha agreed to accept 250,000 shares of the company common stock in full settlement of the above royalties and other payables and further agreed to reduce the annual license royalty payable under the July 2002 License Agreement from $250,000 per year to $25,000 per year, retroactive to January 1, 2012, with the first payment being due January 1, 2013. On April 27, 2012, the Company recorded the difference between the fair value of the common stock issued to Alpha and the settlement of the accrued royalties and other payables as a capital contribution from Alpha to the Company, which is included in additional paid-in capital at December 31, 2012. As of December 31, 2014 and 2013, the Company has accrued $0 and $50,000 of royalty fees related to this agreement, respectively.

On October 17, 2014, the Company signed both an Asset Purchase Agreement and a Technology Sale/Transfer/Assignment (the “Agreements”) for all Intellectual Property (IP) Agreement, with Robert & Barbara Scragg and Alpha Engines, Inc., to obtain all rights, title, interest, patents, trademarks, and inventor notes for both the Detonation Cycle Gas Turbine Engine (DCGT) and Gas-to-Liquid (GTL) technologies.

The purchase price of the Asset Purchase Agreement for both the DCGT & GTL technologies is 750,000 restricted common shares. Additionally, the Company paid a Royalty payment of $1,000 towards all outstanding Royalty payments. As part of the Asset Purchase Agreement, any and all licensing agreements between the Company and the Sellers were terminated to include that any and all accrued and outstanding royalty payments or other compensation which may have been due by the Company to the Sellers thereunder was forgiven by Sellers.

Going forward, Robert & Barbara Scragg will consult with TTE for the purpose of the turnover of all applicable intellectual property, proprietary information, data, notes, hardware, pertinent material, improvements and advancements directly or indirectly related to both technologies. Upon completion of this turnover, the Scraggs will receive 250,000 shares of common stock as compensation for the services provided as an independent consultant. As of December 31, 2014, no services have been received and therefore, no shares have been issued.

In addition to the above noted consulting compensation the Asset Purchase Agreement allows for the Scraggs to receive an additional 1,000,000 shares of restricted common stock upon either (a) Purchaser’s certification of viability, which shall be made by Purchaser using reasonable commercial standards, of either of the Detonation Cycle Gas Turbine Engine or the Gas-to-Liquid technology, which shall include at a minimum, the independent collection of data proving commercial viability or (b) commercial sales by the Purchaser, or its successors or licensees, of products embodying either of the DCGT or the GTL technology. As of December 31, 2014, no shares have been issued.

Effective November 14, 2014, all conditions, terms and guarantees of escrow were satisfied allowing the Company to close the Asset Purchase Agreement and Technology Sale/Transfer/Assignment for all Intellectual Property (IP) Agreement, with Robert & Barbara Scragg and Alpha Engines Corporation to obtain ownership of all rights, title, interest, patents, trademarks, and inventor notes for both the Detonation Cycle Gas Turbine Engine (DCGT) and Gas-to-Liquid (GTL) technologies.

5. Furniture and equipment

Furniture and equipment at December 31 consist of the following:

6. Options and warrants

The Company’s 2008 Incentive Compensation Plan (the 2008 Plan) authorizes up to 5,000,000 shares of common stock to employees or consultants, unless contained in the written award approved by the Board of Directors.

During the year ended December 31, 2011, the Company adopted the 2011 Incentive Compensation Plan (the 2011 Plan) which superseded the 2008 Plan. As a result, there are no future options are to be issued from the Company’s 2008 Plan.

The Company’s 2011 Plan authorizes up to 5,000,000 shares of common stock to persons employed by the Company either as an employee, officer, director or independent consultant or other person employed by the Company, provided that no person can be granted shares under the 2011 Plan for services related to raising capital or promotional activities. There are no restrictions on resale upon the purchases of the stock from the employees or the consultants, unless contained in the written award approved by the Board of Directors. During 2014 and 2013, the Company did not grant any common stock warrants to consultants, directors and employees, respectively, related to the Plan. As of December 31, 2014, 2,921,554 shares are available under the Plan for future grants, awards, options or share issuance.

The fair value of each option under the 2008 and 2011 Incentive Compensation Plans were 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.

The aggregate intrinsic value of options outstanding and exercisable at December 31, 2014, based on the Company’s closing stock price of $0.0194 was $0. The aggregate intrinsic value of options outstanding and exercisable at December 31, 2013, based on the Company’s closing stock price of $0.014 was $0. Intrinsic value is the amount by which the fair value of the underlying stock exceeds the exercise price of the options.

There were no options or warrants issued during the years ended December 31, 2014 and 2013.

The following table represents our stock option and warrant activity for the years ended December 31, 2014:

The following table summarizes information about options and warrants outstanding and exercisable as of December 31, 2014:

Net cash proceeds from the exercise of options and warrants were $0 for each of the years ended December 31, 2014 and 2013, respectively. During 2014 and 2013, the Company did not recognize any compensation expense related to stock option grants since no options were granted during the years and there was no unrecognized compensation expense related to previous grants.

7. Commitments and Contingencies

The Company leased its corporate headquarters on a month-to-month basis. For the year ended December 31, 2013 rent expense was approximately $25,000. Effective September 1, 2014, the Company moved its headquarters to Daytona Beach, Florida and is paying $435 rent monthly on a month-to-month basis.

A total of CAN $300,000 was advanced under the Loan Agreement with 2367416 Ontario, Inc, and was delivered to ETS, as the initial payment on the first machine to be delivered under a purchase order agreement for a Hydrogen Production Burner System (HPBS). Despite positive initial reports from ETS during the manufacturing of the Equipment, they did not deliver the machine as promised under the Agreement. The Company has declared ETS to be in default and the Company has asked to be refunded as per the purchase order agreement. 2367416 Ontario, Inc. has received CAN $50,000, directly from ETS, which has been recorded as a reduction in the outstanding note payable and the deposit. Both 2367416 Ontario, Inc. and the Company are in negotiations to receive the CAN $250,000 plus interest owed, which, when received, will also be shown as a reduction of the outstanding note payable and the deposit. During the year ended December 31, 2014, the Company filed a criminal complaint with the DA office in Taipei Taiwan charging ETS and its principles of alleged fraud. The Company provided a reserve in the amount of $237,414 against this deposit on its balance sheet on December 31, 2014.

The Company is now in final negotiations directly with the Inventor, Dr. Chang and his new Company ZHENG YU CO. (ZYC), to provide the Company with the equipment necessary to fulfill the Company’s business plan. ZYC has agreed to sell us the rights to the HPBS technology for $1.8 million upon independent testing and certification of the HPBS technology. Funding for the Company to purchase the HPBS machinery, as well as the HPBS technology, is provided for in the June 19, 2013 Loan Agreement, between the Company and 2367416 Ontario, Inc. which provides for financing of up to CAN $10,000,000. While the Company and Dr. Chang have negotiated proposed terms and conditions for the Company to acquire the HPBS technology, the Company is continuing to undergo extensive due diligence to validate and verify title ownership of the HPBS technology. Until the Company is satisfied with title ownership of the HPBS technology, any final agreement to purchase the HPBS technology is pending.

On January 23, 2013 the Company entered into a Letter of Intent with BluGen, Inc., a California corporation (“BluGen”) for the purpose of setting the basis for the joint development of a natural gas to Methanol technology (“GTM Technology”). Under the terms of the Agreement, BluGen will work with TTE, and the inventor, Robert Scragg to recreate and expand upon the original designs created by Mr. Scragg and to re-develop a lab version and control system, among other things. These items are to be completed under a timetable that has been agreed upon by the parties. The Parties have agreed to establish at a later date, a joint venture, wherein the Company will have a 51% interest and BluGen will have a 49% interest, and into which the commercial application of the technology will be developed. During the year ended December 31, 2014, this Agreement has been terminated.

On May 28, 2013, the Company entered into Lease Agreement dated with Fujian Xinchang Leather Company Limited, a Chinese company (“Fujian”), whose address is Jinjiang City, Fujian, China Ying Lin Zhenxin Chang Industrial Park (the “Plant”) for the lease of a Hydrogen boiler combustion equipment system (the “Equipment”) to be installed at their Plant. The Unit price for the Equipment is RMB 4,800,000 Yuan (approximately $800,000 US). The term of the Lease is seven (7) years, and renews on an annual basis if not terminated. Once installation and proven energy efficiency are established, Fujian will post the performance bond of RMB 1 million Yuan and rental payments shall commence, and be paid monthly thereafter. Any termination of the Lease within the first six (6) years will entitle the Company to take possession of the entire performance bond. As of December 31, 2014, this agreement has been terminated of its own accord with no further obligation or liability for either party.

The Company has entered into various other agreements that have been disclosed in previous 10-K and 10-Q filings. These agreements have been either terminated or put on hold and may be reinitiated based on both adequate funding and a viable product development and commercialization plan being approved by the Companies’ new Board of Directors.

8. Notes Payable

On July 30, 2013, the Company signed an Agreement with 2367416 Ontario, Inc., a Canadian company (“236”), whereby 236 agrees to provide financing to the Company in the initial sum of CAN $450,000 and a maximum of CAN $10,000,000 in accordance with the terms of the Agreement. The financing to be provided is to be funded in tranches, and will have terms between three (3) and five (5) years, with each tranche being separately negotiated. As a part of the loan costs, 236 shall be issued restricted common stock equal to the issued and outstanding common shares of the Company at the time of the initial advance, with such shares being subject to a Lock Up/Leak Out Agreement to be negotiated between the parties. These shares are considered an additional cost in obtaining the financing and the value of these shares at the commitment date is recorded as a contra equity and amortized to interest expense over five years.

The initial advance of CAN $450,000 is covered by a Loan Agreement dated June 19, 2013, and was signed on July 30, 2013 (the “Loan Agreement”), which provides that (a) the interest rate shall be 20% per annum; and (b) CAN $90,000 shall be withheld by lender in interest rate reserve account for the payment of the first years interest. The total of CAN $300,000 under the Loan Agreement was received during the three months ended September 30, 2013 and delivered to Energy Technology Services Co., Ltd., (ETS) as the initial payment on the first machine to be delivered under a purchase order agreement. As of December 31, 2014, the Company has recorded $330,785 as a note payable and $0 as a deposit (net of the reserve of $237,414). During the year ended December 31, 2014, $48,385 was paid back from the deposit and applied towards the note.

During the year ended December 31, 2013, the Company, as part of the above agreement, was required to issue 124,000,000 shares of restricted common stock to 236. These shares were valued at $0.008 which was the share price at the commitment date. On March 1, 2014, 236 modified the required number of shares to be issued to include an additional 12,341,598 shares. These shares are valued at $0.07 which was the share price at commitment date on March 1, 2014. As of December 31, 2014, the Company has issued 136,341,598 shares to 236 and recorded $1,855,912 in deferred non-cash debt offering costs which are amortized over five years. The balance of these deferred non-cash debt issuance costs at December 31, 2014 was $1,429,071.

On August 1, 2013, the Company entered into a note agreement with 2367416 Ontario, Inc., a Canadian company (“236”), whereby 236 agrees to provide financing to the Company in the amount of CAN $25,000 for working capital needs. The agreement provides for interest rate at 20% per annum, with interest payable monthly and principle is due five years from the date of advance. As part of the above agreement, the Company is required to issue 5,000,000 shares of restricted common stock to 236. These shares are valued at $0.02 which was the share price at commitment date. As of December 31, 2014, the Company recorded a note payable in the amount of $23,225, excluding the foreign currency translation adjustment during the year, and $100,000 in deferred non-cash debt offering costs which are amortized over five years. The balance of these deferred non-cash debt offering costs at December 31, 2014 was $71,712.

On August 22, 2013, the Company entered into a note agreement with 2367416 Ontario, Inc., a Canadian company (“236”), whereby 236 agrees to provide financing to the Company in the amount of CAN $50,000 to pay off a convertible note the Company owed. The agreement provides for interest rate at 20% per annum, with interest payable monthly and principle is due five years from the date of advance. As part of the above agreement, the Company is required to issue 13,157,895 shares of restricted common stock to 236. These shares are valued at $0.01 which was the share price at commitment date. As of December 31, 2014, the Company recorded a note payable in the amount of $48,385, excluding the foreign currency translation adjustment during the year, and $131,579 in deferred non-cash debt offering costs which are amortized over five years. The balance of these deferred non-cash debt offering costs at December 31, 2014 was $95,872.

On October 20, 2013, the Company entered into a note agreement with 2367416 Ontario, Inc., a Canadian company (“236”), whereby 236 agrees to provide financing to the Company in the amount of CAN $25,000 for working capital needs. The agreement provides for interest rate at 20% per annum, with interest payable monthly and principle is due five years from the date of advance. As part of the above agreement, the Company is required to issue 5,000,000 shares of restricted common stock to 236. These shares are valued at $0.008 which was the share price at commitment date. As of December 31, 2014, the Company recorded a note payable in the amount of $23,555, excluding the foreign currency translation adjustment during the year, and $40,000 in deferred non-cash debt offering costs which are amortized over five years. The balance of these deferred non-cash debt offering costs at December 31, 2014 was $30,438.

On December 3, 2013, the Company entered into a note agreement with 2367416 Ontario, Inc., a Canadian company (“236”), whereby 236 agrees to provide financing to the Company in the amount of CAN $20,000 for working capital needs. The agreement provides for interest rate at 20% per annum, with interest payable monthly and principle is due five years from the date of advance. As part of the above agreement, the Company is required to issue 4,000,000 shares of restricted common stock to 236. These shares are valued at $0.015 which was the share price at commitment date. As of December 31, 2014, the Company recorded a note payable in the amount of $19,953, excluding the foreign currency translation adjustment during the year, and $60,000 in deferred non-cash debt offering costs which are amortized over five years. The balance of these deferred non-cash debt offering costs at December 31, 2014 was $47,104.

During 2014, the Company recorded foreign currency translation adjustments for the above notes with 236 in the amount of ($49,827) in other comprehensive income in equity.

On April 15, 2014, the Company entered into a note agreement with 2367416 Ontario, Inc., a Canadian company (“236”), whereby 236 agrees to provide financing to the Company in the amount of CAN $50,000 for working capital needs. The agreement provides for interest rate at 20% per annum, with interest payable monthly and principle is due five years from the date of advance. As part of the above agreement, the Company is required to issue 10,000,000 shares of restricted common stock to 236. These shares are valued at $0.037 which was the share price at commitment date. As of December 31, 2014, the Company recorded a note payable in the amount of $45,515, excluding the foreign currency translation adjustment during the year, and $370,000 in deferred non-cash debt offering costs which are amortized over five years. The balance of these deferred non-cash debt offering costs at December 31, 2014 was $317,440.

During 2014, the Company recorded foreign currency translation adjustments for the above notes with 236 in the amount of ($49,827) as other comprehensive income in the statements of comprehensive loss.

On August 5, 2014, the Company entered into a note agreement with 2367416 Ontario, Inc., a Canadian company (“236”), whereby 236 agrees to provide financing to the Company in the amount of US $50,000 for working capital needs. The agreement provides for interest rate at 20% per annum, with interest payable monthly and principle is due five years from the date of advance. As part of the above agreement, the Company is required to issue 10,000,000 shares of restricted common stock to 236. These shares are valued at $0.0222 which was the share price at commitment date. As of December 31, 2014, the Company recorded a note payable in the amount of $50,000 and $222,000 in deferred non-cash debt offering costs which are amortized over five years. The balance of these deferred non-cash debt offering costs at December 31, 2014 was $204,088.

On October 1, 2014, the Company entered into a note agreement with 2367416 Ontario, Inc., a Canadian company (“236”), whereby 236 agrees to provide financing to the Company in the amount of $50,000 (US) for working capital needs. The agreement provides for interest rate at 20% per annum, with interest payable monthly and principle is due five years from the date of advance. As part of the above agreement, the Company issued 10,000,000 shares of restricted common stock to 236. These shares are valued at $0.0193 which was the share price at commitment date. As of December 31, 2014, the Company recorded a note payable in the amount of $50,000 and $193,000 in deferred non-cash debt offering costs which are amortized over five years. The balance of these deferred non-cash debt offering costs at December 31, 2014 was $183,350.

9. Convertible Notes and Derivative liability

In April 2012, the Company issued a convertible promissory note for $42,500. The note pays interest at 8% per annum, and principal and accrued interest was due on the maturity date of January 18, 2013. The conversion option price associated with the note has a 41 percent discount to the market price of the stock. The market price is based on the average of the three lowest trading prices during a ten day period prior to conversion. The note is convertible at any time. As a result of the variable feature associated with the conversion option, pursuant to ASC Topic 815, the Company bifurcated the conversion option, and utilized the black Scholes model to determine the fair value of the conversion option. At the issuance date, the Company recorded a debt discount and derivative liability of $42,500 and $62,225, respectively. The debt discount will be amortized over the life of the note, and the Company recognized approximately $6,800 of interest expense related to amortization during 2013. As of December 31, 2013, the Company has converted $42,500 of debt into 5,538,855 shares of common stock. As of December 31, 2013 the discount related to the note was fully amortized.

In July 2012, the Company issued a convertible promissory note for $42,500. The note pays interest at 8% per annum, and principal and accrued interest was due on the maturity date of January 18, 2013. The conversion option price associated with the note has a 41 percent discount to the market price of the stock. The market price is based on the average of the three lowest trading prices during a ten day period prior to conversion. The note is convertible at any time. As a result of the variable feature associated with the conversion option, pursuant to ASC Topic 815, the Company bifurcated the conversion option, and utilized the black Scholes model to determine the fair value of the conversion option. At the issuance date, the Company recorded a debt discount and derivative liability of $42,500 and $48,384, respectively. As of December 31, 2013, the Company has converted $42,500 of debt into 12,880,124 shares of common stock and $1,300 of accrued interest into 565,217 shares of common stock. As of December 31, 2013 the discount related to the note was fully amortized and the Company recognized $15,650 of interest expense related to amortization in 2013.

In October 2012, the Company issued a convertible promissory note for $27,500. The note pays interest at 8% per annum, and principal and accrued interest was due on the maturity date of July 18, 2013. The conversion option price associated with the note has a 41 percent discount to the market price of the stock. The market price is based on the average of the three lowest trading prices during a ten day period prior to conversion. The note is convertible at any time. As a result of the variable feature associated with the conversion option, pursuant to ASC Topic 815, the Company bifurcated the conversion option, and utilized the black Scholes model to determine the fair value of the conversion option. At the issuance date, the Company recorded a debt discount and derivative liability of $27,500 and $28,950, respectively. As of December 31, 2013, the Company has converted $27,500 of debt into 10,200,000 shares of common stock. As of December 31, 2013 the discount related to the note was fully amortized and the Company recognized $19,955 of interest expense related to amortization in 2013.

On April 24, 2012 (the “Closing date”), the Company issued a convertible promissory note for $278,000. The lender funded $75,000 to the Company, and the lender at their discretion may fund additional amounts to the Company. The note matures one year from the closing date. If the Company pays the note within 90 days of the closing date, the interest rate is 0%. If the note is not paid within 90 days of the closing date, a one-time interest charge of 5% will be applied to the unpaid principal amount. The conversion option price associated with the note is the lesser of $0.10 or 70% of the lowest trade price in the 25 trading days previous to any conversion. The note is convertible at any time. As a result of the variable feature associated with the conversion option, pursuant to ASC Topic 815, the Company bifurcated the conversion option, and utilized the black Scholes model to determine the fair value of the conversion option. At the issuance date, the Company recorded a debt discount and derivative liability of $75,000 and $100,415, respectively. The debt discount will be amortized over the life of the note, and the Company recognized $44,008 of interest expense related to amortization through 2013. As of December 31, 2014 the discount related to the note was fully amortized. The derivative liability has been adjusted to fair value each reporting period with unrealized gain (loss) reflected in other income and expense.

In February 2013, the Company issued a convertible promissory note for $32,500. The note pays interest at 8% per annum, and principal and accrued interest was due in November 2013. The conversion option price associated with the note has a 41 percent discount to the market price of the stock. The market price is based on the average of the three lowest trading prices during a ten day period prior to conversion. The note is convertible at any time. As a result of the variable feature associated with the conversion option, pursuant to ASC Topic 815, the Company bifurcated the conversion option, and utilized the black Scholes model to determine the fair value of the conversion option. At the issuance date, the Company recorded a debt discount and derivative liability of approximately $32,500 and $53,900, respectively. The debt discount was amortized over the life of the note, and the Company recognized $32,500 of interest expense related to amortization during 2013 and approximately $15,000 of interest expenses as a pre-payment penalty. This note was fully repaid as of December 31, 2013.

For the years ended December 31, 2014 and 2013, the unrealized loss on the above derivatives was $5,130 and $136,643, respectively.

Liabilities measured at fair value on a recurring basis by level within the fair value hierarchy as of December 31, 2014 and 2013 related to the above derivative liability are as follows:

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The Company’s derivative liabilities are classified within Level 2 of the fair value hierarchy. The Company utilizes the Black-Scholes Option Pricing Model to value the derivative liabilities utilizing observable inputs such as the Company’s common stock price, the exercise price of the warrants, and expected volatility, which is based on historical volatility. The Black-Scholes model employs the market approach in determining fair value.

10. Income Taxes

Deferred taxes are recorded for all existing temporary differences in the Company’s assets and liabilities for income tax and financial reporting purposes. Due to the valuation allowance for deferred tax assets, as noted below, there was no net deferred tax benefit or expense for the years ended December 31, 2014 and 2013.

There is no current or deferred income tax expense or benefit allocated to continuing operations for the years ended December 31, 2014 or 2013.

The provision for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The items causing this difference are as follows:

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2014 and 2013 are as follows:

Change in valuation allowance:

Since management of the Company believes that it is more likely than not that the net deferred tax assets will not provide future benefit, the Company has established a 100 percent valuation allowance on the net deferred tax assets as of December 31, 2014 and 2013.

As of December 31, 2014, the Company had federal and state net operating loss carry-forwards totaling approximately $2,300,000 which begin expiring in 2023.

We are subject to income tax audits by the Internal Revenue Service and the State of Florida for the years 2011 – 2013.

11. 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 as of December 31, 2014 and 2013 was $0 and $1,901, respectively. This note payable was unsecured, non-interest bearing and has no specific repayment terms. During the year ended December 31, 2014, the Company was relieved of the obligation and recorded a gain of $1,901 in other income in the Statement of Comprehensive Loss.

As of December 31, 2014 and 2013, accounts payable included $0 and $12,220, respectively, for various accounting services, due to the Company’s Chief Accounting Officer. During the year ended December 31, 2014, the Company was relieved of the accounts payable and recorded a gain of $11,920 in other income in the Statement of Comprehensive Loss.

During the year ended December 31, 2012, the Company’s CEO advanced the Company $1,430 with no specific terms of repayment and no stated interest rate. During the year ended December 31, 2014, the Company repaid the advance.

In July 2014, the Company executed a Settlement and Release Agreement with the Chief Executive Officer, President and Director to terminate his 2011 Employment Agreement, effective July 1, 2014, which was set to expire September 30, 2014. This agreement provides that the employee shall continue to hold and perform the duties and responsibilities for the positions of Chief Executive Officer, President, Director with the Company with the employee agreeing to specifically forego any salary and/or other compensation for such Positions from and after the date of July 1, 2014, serving in such positions without compensation until such time as the Board of Directors may determine, in their sole and absolute direction. The value of the above services were negligible and immaterial to the financial statements.

In July 2014, the Company executed a Settlement and Release Agreement with the Vice-President, Secretary-Treasurer and Director to formally terminate her 2013 Employment Agreement which expired December 31, 2013. This agreement provides that the employee shall continue to hold and perform the duties and responsibilities for the positions of Director, Secretary & Treasurer with the Company with the employee agreeing to specifically forego any salary and/or other compensation for such Positions from and after the date of January 1, 2014, serving in such Positions without compensation until such time as the Board of Directors may determine, in their sole and absolute discretion. The value of the above services were negligible and immaterial to the financial statements.

In July 2014, the Company executed a Settlement and Release Agreement with the former Chief Information Officer to formally terminate his 2013 Employment Agreement which expired December 31, 2013.

In July 2014, the Company executed Settlement and Release Agreements with the CEO-President, Vice-President/Secretary-Treasurer and the former Chief Information Officer to forgive a total of $513,424 of accrued salary and payroll taxes. The Company recorded the forgiveness of accrued salary and payroll taxes of $513,424 as a contribution to capital in the third quarter. These agreements stipulate no additional accrual of salary for all 3 employees effective July 1, 2014.

In July 2014, the Company executed Settlement and Release Agreements with the CEO-President, Vice-President/Secretary-Treasurer and the former Chief Information Officer rescinding the rights for stock option compensation issued in 2011 and 2013, under separate Employment Agreements, for a cumulative total of 2,100,000 shares.

In July 2014, the Company executed a Settlement and Release Agreement with the Chief Executive Officer that rescinds the CEO’s rights to receive 5,000,000 common shares of termination compensation as defined under Section 7 of the CEO’s October 2011 Employment Agreement.

In July 2014, the Chief Executive Officer elected to convert 500,000 shares of Series A Convertible Preferred Stock into 500,000 shares of common stock.

On August 13, 2014, Michael Rouse resigned his position as the Company's Chairman of the Board and Chief Executive Officer and Phyllis Rouse resigned her position as the Company's Secretary-Treasurer and member of the Board of Directors. Michael Rouse retains his duties and responsibilities as a member of the Company's Board of Directors and President.

The Company appointed Enzo Cirillo, a majority shareholder in the Company, as its Chairman of the Board and Interim Chief Executive Officer. Also, the Company appointed Christopher David, a shareholder, to serve as both a member of the Company's Board of Directors and the Company's Secretary-Treasurer.

The Company was relieved from a stockholder and the former owner of the technology sold pursuant to the Agreements described in Note 4 for $62,500 of accrued consulting fees and $68,750 of accrued royalty. For the year ended December 31, 2014, the Company has recorded these amounts as a capital contribution.

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

12. Convertible Preferred Stock

On March 16, 2012, the Company created the Series A Convertible Preferred Stock (“Series A”). The Series A has the following features:

During the year ended December 31, 2012, the Company issued 500,000 shares of Series A Convertible Preferred Stock to the Company’s CEO in exchange for accrued payroll of $335,285. During the year ended December 31, 2014, the 500,000 shares of Series A Convertible Preferred Stock was converted to common stock.

Effective December 19, 2014, the Company filed a Certificate of Change with the Nevada Secretary of State to amend the Company’s Articles of Incorporation to (a) terminate the designation of 500,000 shares of its Series “A” Convertible Preferred Stock and (b) clarify that the Company’s authorized stock remains 499,000,000 shares of Common Stock, par value $0.001 and 1,000,000 shares of Preferred Stock, par value $0.001. Additionally, the Company terminated the designation of 350,000 shares of its Series “B” Preferred stock, previously approved by the Company’s Board of Directors on June 18, 2014.

With the Company terminating both the Series “A” Convertible Preferred and the Series “B” Preferred designations, the Company maintains its current authorized class of 1,000,000 Preferred shares with no Series designation being authorized, issued or outstanding at December 31, 2014.

13. Other Income

Other income for the year ended December 31, 2014 consists of accounts payable and accrual settlements with certain vendors as follows:

(1) The Company issued $750,000 shares of common stock at $0.029 per share, which represented the Company’s stock price at the agreement date to the Company’s outside counsel. Outside counsel agreed to forgive approximately $44,000 of past services, and provide approximately $17,700 of future services. As a result, of this agreement, the Company recognized a gain of $39,950, which is included in Other Income as of December 31, 2014.

14. Subsequent Events

On March 16, 2015, the Company’s Board of Directors accepted an offer, dated March 11, 2015, from 2367416 Ontario, Inc. to irrevocably convert eight separate Loan Agreements, dated from June 19, 2013 through October 1, 2014, payable by Turbine Truck Engines, Inc. to 2367416 Ontario, Inc., with a cumulative principal balance of US $499,585 and a cumulative accrued interest balance of US $69,075 for a cumulative total debt owed of US $568,660 into 47,388,351 shares of the Company’s common stock. The conversion price in this transaction was $0.012 per share. This conversion of debt into shares is full and final payment for the debt evidenced by all eight Loan Agreements. The shares were issued on March 18, 2015.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A(T). CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the fiscal period ending December 31, 2014 covered by this Annual Report on Form 10-K. Based upon such evaluation, the Chief Executive Officer and acting Chief Financial Officer has concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective as required under Rules 13a – 15(e) and 15d – 15(e) under the Exchange Act. This conclusion by the Company’s Chief Executive Officer and Chief Financial Officer does not relate to reporting periods after December 31, 2014.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rue 13a-15(f) and 15d – 15(f) of the Exchange Act) of the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Management, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in 2013 Internal control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2014 under the criteria set forth in the 2013 Internal Control – Integrated Framework.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has determined that material weaknesses exist due to a lack of formalized controls and procedures as well as a lack of segregation of duties, as well as the absence of an independent audit committee chair, resulting from the Company’s limited resources.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fourth fiscal quarter ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None

Part III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Set forth below is certain information concerning the directors and executive officers of the Company.

Biographies

Enzo Cirillo, Enzo Cirillo is the Company’s Interim CEO and Chairman of the Board. Mr. Cirillo is the Owner of a number of private companies doing business, in both Canada and the United States, in a variety of industries such as technology, commercial and residential high-rise real estate development, health/fitness facilities and transportation. In addition, Mr. Cirillo is an active private equity investor in both private and public entities. Mr. Cirillo holds a BA, Math from York University in Toronto. In addition, Mr. Cirillo was captain of the York University football team preceded by his time playing for the Toronto Athletics, a semi-professional football development team for the Toronto Argonauts of the Canadian Football League.

Michael Rouse is the founder of the Company and currently serves as its President and Director. Mr. Rouse is Vice President of Cox-Rouse Construction & Development Corporation, a commercial real estate developer located in Deland, Florida. Mr. Rouse is a commercial building contractor and developer, and licensed commercial aircraft pilot. Mr. Rouse was President of M&D Aircraft Leasing and Skydive Palatka, a successful parachute center, from October 1995 to June 2002, until he sold Skydive Palatka. He received his schooling in Management Training at United States Steel Corporation in 1975; Computer Programming at Daytona Beach Community College in 1993; and Science, Art and Drafting at Valparaiso Industrial Arts School in 1973. He is a former Production Manager for United States Steel, and General Manager of Freefall Express, Inc., an airplane leasing company, from 1989 to 1990.

Christopher David is the Secretary, Treasurer and a Board Director for the Company. Mr. David has been a private venture investor for 20 years in both private and public companies. In addition, Mr. David has been an advisor on operational, internal control, marketing and finance matters to numerous small and medium size businesses in the pharmaceutical, bio-tech, television-movie media, real-estate, technology and industrial commodity industries. Mr. David has been a shareholder of Turbine Truck Engines for over 5 years prior to assuming his duties as Secretary/Treasurer and Director of the company. Prior to Mr. David professional business career, he retired from the U S Navy officer ranks in 1994. Mr. David holds a BA from University of Washington.

Judith Norstrud is the Principal and Chief Accounting Officer for the Company. Ms. Norstrud is the owner of Norco Accounting & Consulting, Inc., an accounting and consulting firm specializing in providing temporary-interim Controllers and Chief Financial Officers, controller oversight and other general financial consulting services to a variety of public, private and not for profit companies. From 2009 - 2013, Ms. Norstrud was the Chief Financial Officer of Dais Analytic Corporation. From 1999 - 2002, Ms. Norstrud worked for Pender, Newkirk & Company, CPA’s as a manager in the Assurance Services department. From 1996 - 1999, Ms. Norstrud worked at PricewaterhouseCoopers, LLP as a senior associate in business assurance. From 1992 - 1996, Ms. Norstrud worked at Fraser & Company as a senior associate in financial statement auditing.

CODE OF ETHICS

We have adopted a code of ethics meeting the requirements of Section 406 of the Sarbanes-Oxley Act of 2002. We believe our code of ethics is reasonably designed to deter wrong doing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of violations; and provide accountability for adherence to the provisions of the code of ethics.

The following table sets forth information concerning the aggregate compensation paid or to be paid by the Company to its executive officers.

SUMMARY COMPENSATION TABLE

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OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2014