| X                                                                                                                          |  QUARTERLY      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934  |
|----------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------|
|                                                                                                                       |                                                                                                     |
| For      the quarterly period ended: June 30, 2009                                                                         |
| or                                                                                                                         |
|                                                                                                                       |                                                                                                     |
|                                                                                                                       |  TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |
|                                                                                                                       |                                                                                                     |
| For      the transition period from: _____________ to _____________ Commission      File Number:  000-27131 |

| DELAWARE                          |   | 88-0381258                     |
|-----------------------------------|--------|--------------------------------|
| (State      or Other Jurisdiction |   | (I.R.S.      Employer          |
| of      Incorporation)            |   | Identification      No.)  |

| Indicate      by check mark whether the registrant (1) has filed all reports required to      be filed by Section 13 or 15(d) of the Securities      Exchange Act of 1934 during the preceding 12 months (or for such shorter      period that the registrant was required to file such reports),      and                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  (2)      has been subject to such filing requirements for the past 90      days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | X |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Indicate      by check mark whether the registrant has submitted electronically and      posted on its corporate Web site, if any, every Interactive Data File      required to be submitted and posted pursuant to Rule 405 of      Regulation S-T (§232.405 of this chapter) during the preceding 12 months      (or for such shorter period that the registrant was required to submit and      post such files):   N/A since the registrant      is neither required nor permitted to post Interactive Data      Files.        Indicate      by check mark whether the registrant is a large accelerated filer, an      accelerated filer, a non-accelerated filer., or a smaller reporting      company. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| Large      accelerated filer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   | Accelerated      filer |   |   |
| Non-accelerated      filer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   | Smaller      reporting company | X |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| Indicate      by check mark whether the registrant is a shell company (as defined in      Rule 12b-2 of the Act).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |  Yes | X |  No |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| The      registrant has 28,847,975 shares of common stock outstanding at August 17,      2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

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|                                                                                                                                       | Page   |
|--------------------------------------------------------------------------------------------------------------------------------------------|--------|
| Condensed      Consolidated Balance Sheets as of June 30, 2009 (unaudited) and      December 31, 2008 (audited)                            | 4      |
|                                                                                                                                       |   |
| Condensed      Consolidated Statements of Operations for the six  and      three months ended June 30, 2009 and 2008 (unaudited) | 5      |
|                                                                                                                                       |   |
| Condensed      Consolidated Statement of Cash Flows for the six months ended      June 30, 2009 and 2008 (unaudited)                       | 6      |
|                                                                                                                                       |   |
| Notes      to Condensed Consolidated Financial Statements                                                                                  | 7-20   |

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| TRANSFER      TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES                                                                      |   |
|-----------------------------------------------------------------------------------------------------------------------------------------------|--------|
| (FKA      INVERTED PARADIGMS CORPORATION AND SUBSIDIARIES)                                                                               |   |
| CONDENSED      CONSOLIDATED BALANCE SHEETS                                                                                                    |   |
|                                                                                                                                          |   |   |   |   |   |   |
|                                                                                                                                          |   |   |   |   |   |   |
|                                                                                                                                          |   |   |   |   |   |   |
|                                                                                                                                          |   | June      30, |   |   | December      31, |   |
|                                                                                                                                          |   | 2009 |   |   | 2008 |   |
| ASSETS                                                                                                                                        |   |
|                                                                                                                                          |   |   |   |   |   |   |
| CURRENT      ASSETS                                                                                                                           |   |   |   |   |   |   |
|   Cash                                                                                                                              |   | $ | 9,573 |   |   | $ | 144,641 |   |
|   Accounts      receivable - net                                                                                                    |   |   | - |   |   |   | - |   |
|   Other      assets                                                                                                                 |   |   | 2,191 |   |   |   | 2,191 |   |
|                                                                                                                                          |   |   |   |   |   |   |   |   |
|           Total      current assets                                                         |   |   | 11,764 |   |   |   | 146,832 |   |
|                                                                                                                                          |   |   |   |   |   |   |   |   |
| Fixed      Assets                                                                                                                             |   |   |   |   |   |   |   |   |
|   Equipment      ( net of accumulated depreciation of $806 at June 30, 2009    and                                                  |   |   |   |   |   |   |   |   |
|   $403      at December 31, 2008)                                                                                                   |   |   | 2,013 |   |   |   | 2,416 |   |
|                                                                                                                                          |   |   |   |   |   |   |   |   |
|                                                                                                                                          |   |   |   |   |   |   |   |   |
| TOTAL      ASSETS                                                                                                                             |   | $ | 13,777 |   |   | $ | 149,248 |   |
|                                                                                                                                          |   |   |   |   |   |   |   |   |
| LIABILITIES      AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                           |   |
|                                                                                                                                          |   |   |   |   |   |   |   |   |
| CURRENT      LIABILITIES                                                                                                                      |   |   |   |   |   |   |   |   |
|    Accounts      Payable                                                                                                       |   | $ | 121,660 |   |   | $ | 118,765 |   |
|    Other      Current Liabilities                                                                                              |   |   | 243,546 |   |   |   | 209,863 |   |
|    Liability      for Stock to be issued                                                                                       |   |   | 35,000 |   |   |   | 3,015 |   |
|    Notes      Payable                                                                                                          |   |   | 664,500 |   |   |   | 130,000 |   |
|                                                                                                                                          |   |   |   |   |   |   |   |   |
|           Total      current liabilities                                                    |   |   | 1,064,706 |   |   |   | 461,643 |   |
|                                                                                                                                          |   |   |   |   |   |   |   |   |
|                                                                                                                                          |   |   |   |   |   |   |   |   |
| TOTAL      LIABILITIES                                                                                                                        |   |   | 1,064,706 |   |   |   | 461,643 |   |
|                                                                                                                                          |   |   |   |   |   |   |   |   |
| STOCKHOLDERS'  (DEFICIT)                                                                                                            |   |   |   |   |   |   |   |   |
|    Common      stock, par value $.001 per share; 250,000,000 shares authorized in 2009      and 2008                           |   |   |   |   |   |   |   |   |
|     and      27,911,286  and 22,798,024 shares issued      and  27,462,975 and 22,598,413 outstanding |   |   |   |   |   |   |   |   |
|    at      June 30, 2009 and December 31, 2008 respectively.                                                                   |   |   | 27,911 |   |   |   | 22,798 |   |
|    Additional      paid-in capital                                                                                             |   |   | 45,641,022 |   |   |   | 44,599,969 |   |
|    (Accumulated      deficit)                                                                                                  |   |   | (46,632,690 | ) |   |   | (44,897,324 | ) |
|                                                                                                                                          |   |   |   |   |   |   |   |   |
|                                                                                                                                          |   |   | (963,757 | ) |   |   | (274,557 | ) |
|    Less:      Cost of treasury stock, 448,311 shares at June 30, 2009                                                          |   |   |   |   |   |   |   |   |
|    and      199,611 shares at December 31, 2008                                                                                |   |   | (87,172 | ) |   |   | (37,838 | ) |
|                                                                                                                                          |   |   |   |   |   |   |   |   |
|            Total      stockholders'  (deficit)                               |   |   | (1,050,929 | ) |   |   | (312,395 | ) |
|                                                                                                                                          |   |   |   |   |   |   |   |   |
|                                                                                                                                          |   |   |   |   |   |   |   |   |
| TOTAL      LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                                                                     |   | $ | 13,777 |   |   | $ | 149,248 |   |

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| TRANSFER      TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES                                          |   |
|-------------------------------------------------------------------------------------------------------------------|--------|
| CONDENSED      CONSOLIDATED STATEMENTS OF INCOME (LOSS) (UNAUDITED)                                               |   |
| FOR      THE SIX AND THREE MONTHS ENDED JUNE 30, 2009 AND 2008                                                    |   |
|                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                              |   | FOR      THE SIX MONTHS ENDED |   |   | FOR      THE THREE MONTHS ENDED |   |
|                                                                                                              |   |  JUNE      30, |   |   |  JUNE      30, |   |
|                                                                                                              |   | 2009 |   |   | 2008 |   |   | 2009 |   |   | 2008 |   |
|                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| REVENUES                                                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |
|      Net      sales                                                                      |   | $ | 82,977 |   |   | $ | - |   |   | $ | 44,348 |   |   | $ | - |   |
|      Cost      of Sales                                                                  |   |   | - |   |   |   | - |   |   |   | - |   |   |   | - |   |
|                    Gross      Loss               |   |   | 82,977 |   |   |   | - |   |   |   | 44,348 |   |   |   | - |   |
|                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| COSTS      AND EXPENSES                                                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|     Selling,      general and administrative                                                  |   |   | 1,668,340 |   |   |   | 821,564 |   |   |   | 961,598 |   |   |   | 588,746 |   |
|     Reserve      for doubtful account                                                         |   |   | 20,000 |   |   |   | - |   |   |   | - |   |   |   | - |   |
|                    Total      costs and expenses |   |   | 1,688,340 |   |   |   | 821,564 |   |   |   | 961,598 |   |   |   | 588,746 |   |
|                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (LOSS)      INCOME BEFORE OTHER INCOME (LOSS)                                                                     |   |   | (1,605,363 | ) |   |   | (821,564 | ) |   |   | (917,250 | ) |   |   | (588,746 | ) |
|                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| OTHER      INCOME (LOSS)                                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|     Interest      income                                                                      |   |   | 2 |   |   |   | 4,554 |   |   |   | - |   |   |   | 600 |   |
|     Interest      expense                                                                     |   |   | (77,427 | ) |   |   | (1,293,810 | ) |   |   | (20,417 | ) |   |   | (1,021,039 | ) |
|     Other      income                                                                         |   |   | - |   |   |   | 91 |   |   |   | - |   |   |   | 91 |   |
|     Other      expense - shares issued for lock up                                            |   |   | (52,578 | ) |   |   | - |   |   |   | (52,578 | ) |   |   | - |   |
|         Total      other Income (Loss)                                    |   |   | (130,003 | ) |   |   | (1,289,165 | ) |   |   | (72,995 | ) |   |   | (1,020,348 | ) |
|                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| (LOSS) BEFORE      PROVISION FOR INCOME TAX                                                                  |   | $ | (1,735,366 | ) |   | $ | (2,110,729 | ) |   | $ | (990,245 | ) |   | $ | (1,609,094 | ) |
|                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| PROVISION      FOR INCOME TAXES                                                                                   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | - |   |
|                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| NET      (LOSS)                                                                                                   |   | $ | (1,735,366 | ) |   | $ | (2,110,729 | ) |   | $ | (990,245 | ) |   | $ | (1,609,094 | ) |
|                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| NET(      LOSS) PER COMMON SHARE - BASIC AND DILUTED                                                         |   | $ | (0.07 | ) |   | $ | (0.19 | ) |   | $ | (0.04 | ) |   | $ | (0.12 | ) |
|                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| WEIGHTED      AVERAGE OUTSTANDING SHARES                                                                          |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| OF      COMMON STOCK - BASIC AND DILUTED                                                                          |   |   | 25,250,595 |   |   |   | 11,035,320 |   |   |   | 27,062,298 |   |   |   | 13,531,207 |   |

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| TRANSFER      TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES                                              |   |
|-----------------------------------------------------------------------------------------------------------------------|--------|
| CONDENSED      CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)                                                 |   |
| FOR      THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008                                                                  |   |
|                                                                                                                  |   |   |   |   |   |   |
|                                                                                                                  |   |   |   |   |   |   |
|                                                                                                                  |   |   |   |   |   |   |
|                                                                                                                  |   |   |   |   |   |   |
|                                                                                                                  |   |   |   |   |   |   |
|                                                                                                                  |   | 2009 |   |   | 2008 |   |
|                                                                                                                  |   |   |   |   |   |   |
| CASH      FLOWS FROM OPERATING ACTIVITIES:                                                                            |   |   |   |   |   |   |
|   Net      (Loss)                                                                                           |   | $ | (1,735,366 | ) |   | $ | (2,110,729 | ) |
| Adjustments      to reconcile net (loss) to                                                                           |   |   |   |   |   |   |   |   |
| net      cash provided by (used in) operating activities:                                                             |   |   |   |   |   |   |   |   |
|  Depreciation      and amortization                                                                              |   |   | 404 |   |   |   | - |   |
|  Stock      issued to directors and executives for compensation                                                  |   |   | 675,541 |   |   |   | 155,330 |   |
|  Stock      issued to employees for compensation                                                                 |   |   | 7,200 |   |   |   | - |   |
|  Stock      issued to consultants                                                                      |   |   | 244,652 |   |   |   | - |   |
|  Stock      issued to shareholders as inducement for lock up agreement                                           |   |   | 52,578 |   |   |   | - |   |
|  Interest      resulting from beneficial conversion  feature of notes      payable                     |   |   | 24,417 |   |   |   | 1,285,828 |   |
|                                                                                                                  |   |   |   |   |   |   |   |   |
|  Changes      in Certain Assets and Liabilities                                                                  |   |   |   |   |   |   |   |   |
| (Increase)      in accounts receivable - other                                                                        |   |   | (20,000 | ) |   |   | - |   |
| Increase      in reserve for doubtful accounts receivable - other                                                     |   |   | 20,000 |   |   |   | - |   |
| (Increase)      Decrease in other current assets                                                                      |   |   | - |   |   |   | (671 | ) |
| Increase      (Decrease) in accounts payable                                                                          |   |   | 2,895 |   |   |   | (15,500 | ) |
| Increase      in liability for stock to be issued                                                                     |   |   | 31,985 |   |   |   | - |   |
| Increase      (Decrease) accrued expenses                                                                             |   |   | 33,682 |   |   |   | (90,373 | ) |
|                                                                                                                  |   |   |   |   |   |   |   |   |
|           Net      cash (used in) operating activities              |   |   | (662,012 | ) |   |   | (776,115 | ) |
|                                                                                                                  |   |   |   |   |   |   |   |   |
|                                                                                                                  |   |   |   |   |   |   |   |   |
| CASH      FLOWS FROM FINANCING ACTIVITIES                                                                             |   |   |   |   |   |   |   |   |
| Proceeds      from issuing stock                                                                                 |   |   | 45,000 |   |   |   | 466,139 |   |
| Treasury      stock and other                                                                                         |   |   | (52,556 | ) |   |   | - |   |
| Proceeds      from convertible notes payable                                                                          |   |   | 454,500 |   |   |   | 311,062 |   |
| Proceeds      from Promissory notes                                                                                   |   |   | 50,000 |   |   |   | 40,000 |   |
| Payment      of notes payables                                                                                        |   |   | - |   |   |   | (66,219 | ) |
| Proceeds      from bridge loan                                                                                        |   |   | 30,000 |   |   |   | 98,000 |   |
|                                                                                                                  |   |   |   |   |   |   |   |   |
|           Net      cash provided by  financing activities |   |   | 526,944 |   |   |   | 848,982 |   |
|                                                                                                                  |   |   |   |   |   |   |   |   |
| NET      INCREASE (DECREASE) IN CASH                                                                                  |   |   | (135,068 | ) |   |   | 72,867 |   |
|                                                                                                                  |   |   |   |   |   |   |   |   |
| CASH      AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                                                  |   |   | 144,641 |   |   |   | 1,915 |   |
|                                                                                                                  |   |   |   |   |   |   |   |   |
| CASH      AND CASH EQUIVALENTS - END OF PERIOD                                                                        |   | $ | 9,573 |   |   | $ | 74,782 |   |
|                                                                                                                  |   |   |   |   |   |   |   |   |
| SUPPLEMENTAL      DISCLOSURE OF CASH FLOW INFORMATION                                                                 |   |   |   |   |   |   |   |   |
| Issuance      of Common Stock for:                                                                                    |   |   |   |   |   |   |   |   |
| Stock      issued to directors and executives for compensation                                                        |   | $ | 675,541 |   |   | $ | 155,330 |   |
| Stock      issued to employees for compensation                                                                       |   | $ | 7,200 |   |   | $ | - |   |
| Stock      issued to consultants                                                                                 |   | $ | 244,652 |   |   | $ | - |   |
| Stock      issued to convert notes payable                                                                            |   | $ | - |   |   | $ | 429,400 |   |
|                                                                                                                  |   |   |   |   |   |   |   |   |
| CASH      PAID DURING THE YEAR:                                                                                       |   |   |   |   |   |   |   |   |
| Interest      expense                                                                                                 |   | $ | - |   |   | $ | 7,877 |   |

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|                                                                                  |   | June      30, 2009 |       |   | June      30, 2008 |   |
|---------------------------------------------------------------------------------------|--------|--------------------|------------|--------|--------------------|--------|
| NET      LOSS                                                                         |   | $                  | (1,735,366 | )      |               | $      | (2,110,729 | ) |
|                                                                                  |   |               |       |   |               |   |   |   |
| WEIGHTED      AVERAGE OUTSTANDING SHARES OF COMMON STOCK – BASIC AND    DILUTED |   |               | 25,250,595 |   |               |   | 11,035,320 |   |

 all of the resulting securities andclassifies them as either available-for-sale or trading securities in accordancewith SFAS No. 115, “Accounting for Certain Investments in Debt and EquitySecurities” and an acquisition or assumption of an obligation to service afinancial asset that does not relate to financial assets of the servicer or itsconsolidated affiliates. Additionally, SFAS No. 156 requires all separatelyrecognized servicing assets and servicing liabilities to be initially measuredat fair value, permits an entity to choose the use of an amortization or fairvalue method for subsequent measurements, permits at initial adoption a one-timereclassification of available-for-sale securities to trading securities byentities

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|                                           |   | June      30, 2009 |   |   | June      30, 2008 |
|------------------------------------------------|--------|--------------------|--------|--------|--------------------|
| Computers      and equipment                   |   | $                  | 2,819  |   |               | $ | 2,819 |   |
| Less:  accumulated      depreciation |   |               | 806    |   |               |   | - |   |
| Computers      and equipment - Net             |   | $                  | 2,013  |   |               | $ | 2,819 |   |

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|                                                                                                                                                                                                                            |   | Amount |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|
| October      2008 – Unsecured convertible note payable for $ 20,000 including interest      at a fixed      rate of 13%. The maturity date is October 2009 at which time all principle      and interest      are due.    |   | $      | 20,000 |   |
|                                                                                                                                                                                                                            |   |   |   |   |
| November      2008 – Unsecured convertible note payable for $ 10,000 including interest      at a fixed      rate of 13%. The maturity date is November 2009 at which time all      principle and interest      are due.  |   |   | 10,000 |   |
|                                                                                                                                                                                                                            |   |   |   |   |
| November      2008 – Unsecured convertible note payable for $ 200,000 including interest      at a fixed      rate of 13%. The maturity date is November 2009 at which time all      principle and interest      are due. |   |   | 20,000 |   |
|                                                                                                                                                                                                                            |   |   |   |   |
| December      2008 – Unsecured convertible note payable for $ 5,000 including interest      at a fixed      rate of 13%. The maturity date is December 2009 at which time all      principle and interest      are due.   |   |   | 5,000  |   |
|                                                                                                                                                                                                                            |   |   |   |   |
| December      2008 – Unsecured convertible note payable for $ 50,000 including interest      at a fixed      rate of 13%. The maturity date is December 2009 at which time all      principle and interest      are due.  |   |   | 50,000 |   |
|                                                                                                                                                                                                                            |   |   |   |   |
| December      2008 – Unsecured convertible note payable for $ 10,000 including interest      at a fixed      rate of 13%. The maturity date is December 2009 at which time all      principle and interest      are due.  |   |   | 25,000 |   |
|                                                                                                                                                                                                                            |   |   |   |   |
| January      2009 – Unsecured convertible note payable for $ 4,500 including interest      at a fixed      rate of 13%. The maturity date is January 2010 at which time all principle      and interest      are due.     |   |   | 4,500  |   |
|                                                                                                                                                                                                                            |   |   |   |   |
| February      2009 – Unsecured convertible note payable for $ 40,000 including interest      at a fixed      rate of 13%. The maturity date is February 2010 at which time all      principle and interest      are due.  |   |   | 40,000 |   |
|                                                                                                                                                                                                                            |   |   |   |   |
| February      2009 – Unsecured convertible note payable for $ 30,000 including interest      at a fixed      rate of 13%. The maturity date is February 2010 at which time all      principle and interest      are due.  |   |   | 30,000 |   |
|                                                                                                                                                                                                                            |   |   |   |   |
| February      2009 – Unsecured convertible note payable for $ 10,000 including interest      at a fixed      rate of 13%. The maturity date is February 2010 at which time all      principle and interest      are due.  |   |   | 10,000 |   |
|                                                                                                                                                                                                                            |   |   |   |   |
| February      2009 – Unsecured convertible note payable for $ 14,000 including interest      at afixed      rate of 13%. The maturity date is February 2010 at which time all      principle and interest      are due.   |   |   | 14,000 |   |
|                                                                                                                                                                                                                            |   |   |   |   |
| February      2009 – Unsecured convertible note payable for $ 40,000 including interest      at a fixed      rate of 13%. The maturity date is February 2010 at which time all      principle and interest      are due.  |   |   | 40,000 |   |

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| February      2009 – Unsecured convertible note payable for $ 7,000 including interest      at a fixed      rate of 13%. The maturity date is February 2010 at which time all      principle and interest      are due.  |   |   | 7,000  |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|
|                                                                                                                                                                                                                           |   |   |   |   |
| February      2009 – Unsecured convertible note payable for $ 5,000 including interest      at a fixed      rate of 13%. The maturity date is February 2010 at which time all      principle and interest      are due.  |   |   | 5,000  |   |
|                                                                                                                                                                                                                           |   |   |   |   |
| February      2009 – Unsecured convertible note payable for $ 75,000 including interest      at a fixed      rate of 13%. The maturity date is February 2010 at which time all      principle and interest      are due. |   |   | 75,000 |   |
|                                                                                                                                                                                                                           |   |   |   |   |
| February      2009 – Unsecured convertible note payable for $ 45,000 including interest      at a fixed      rate of 13%. The maturity date is February 2010 at which time all      principle and interest      are due. |   |   | 45,000 |   |
|                                                                                                                                                                                                                           |   |   |   |   |
| March      2009 – Unsecured convertible note payable for $ 2,500 including interest      at a fixed      rate of 13%. The maturity date is March 2010 at which time all principle      and interest      are due.        |   |   | 2,500  |   |
|                                                                                                                                                                                                                           |   |   |   |   |
| March      2009 – Unsecured convertible note payable for $9,000 including interest at      a fixed      rate of 13%. The maturity date is March 2010 at which time all principle      and interest      are due.         |   |   | 9,000  |   |
|                                                                                                                                                                                                                           |   |   |   |   |
| March      2009 – Unsecured convertible note payable for $ 10,000 including interest      at a fixed      rate of 13%. The maturity date is March 2010 at which time all principle      and interest      are due.       |   |   | 10,000 |   |
|                                                                                                                                                                                                                           |   |   |   |   |
| March      2009 – Unsecured convertible note payable for $ 25,000 including interest      at a fixed      rate of 13%. The maturity date is March 2010 at which time all principle      andinterest      are due.        |   |   | 25,000 |   |
|                                                                                                                                                                                                                           |   |   |   |   |
| March      2009 – Unsecured convertible note payable for $ 12,000 including interest      at a fixed      rate of 13%. The maturity date is March 2010 at which time all principle      and interest      are due.       |   |   | 12,000 |   |
|                                                                                                                                                                                                                           |   |   |   |   |
| March      2009 – Unsecured convertible note payable for $ 15,000 including interest      at a fixed      rate of 13%. The maturity date is March 2010 at which time all principle      andinterest      are due.        |   |   | 15,000 |   |
|                                                                                                                                                                                                                           |   |   |   |   |
| March      2009 – Unsecured convertible note payable for $ 40,000 including interest      at a fixed      rate of 13%. The maturity date is March 2010 at which time all principle      and interest      are due.       |   |   | 40,000 |   |
|                                                                                                                                                                                                                           |   |   |   |   |
| March      2009 – Unsecured convertible note payable for $ 6,000 including interest      at a fixed      rate of 13%. The maturity date is March 2010 at which time all principle      and interest      are due.        |   |   | 6,000  |   |
|                                                                                                                                                                                                                           |   |   |   |   |
| March      2009 – Unsecured convertible note payable for $ 10,000 including interest      at a fixed      rate of 13%. The maturity date is March 2010 at which time all principle      and interest      are due.       |   |   | 10,000 |   |

----

| March      2009 – Unsecured convertible note payable for $ 20,000 including interest      at a fixed      rate of 13%. The maturity date is March 2010 at which time all principle      and interest      are due.                                                                       |   |   | 20,000  |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|---------|--------|
|                                                                                                                                                                                                                                                                                           |   |   |    |   |
| April      2009 – Unsecured convertible note payable for $ 4,500 including interest      at a fixed      rate of 13%. The maturity date is April 2010 at which time all principle      and interest      are due.                                                                        |   |   | 4,500   |   |
|                                                                                                                                                                                                                                                                                           |   |   |    |   |
| April      2009 – Unsecured convertible note payable for $ 10,000 including interest      at a fixed      rate of 13%. The maturity date is April 2010 at which time all principle      and interest      are due.                                                                       |   |   | 10,000  |   |
|                                                                                                                                                                                                                                                                                           |   |   |    |   |
| April      2009 – Unsecured convertible note payable for $ 10,000 including interest      at afixed      rate of 13%. The maturity date is April 2010 at which time all principle      and interest      are due.                                                                        |   |   | 10,000  |   |
|                                                                                                                                                                                                                                                                                           |   |   |    |   |
| May      2009 – Unsecured promissory note payable for $ 50,000 including interest      at a fixed      rate of 1%. The maturity date is August 2009 at which time all principle      and interest      are due or note may be extended for an additional 90 days on the same      terms. |   |   | 50,000  |   |
|                                                                                                                                                                                                                                                                                           |   |   |    |   |
| June      2009 – Unsecured promissory note payable for $ 30,000 including interest      at a fixed      rate of 20%. The maturity date is October 2009 at which time all principle      and interest      are due.                                                                       |   |   | 30,000  |   |
|                                                                                                                                                                                                                                                                                           |   |   |    |   |
| June      2009 – Unsecured convertible note payable for $ 10,000 including interest      at a fixed      rate of 13%. The maturity date is June 2010 at which time all principle      and interest      are due.                                                                         |   |   | 10,000  |   |
|                                                                                                                                                                                                                                                                                           |   |   |    |   |
| Total      promissory and convertible notes payable                                                                                                                                                                                                                                            |   | $      | 664,500 |   |

|                                                                                                                                                                                                          |   | Amount |    |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|---------|
|                                                                                                                                                                                                          |   |   |    |
| October      2008 - Unsecured convertible note payable for $20,000 including interest      at a fixed rate of 13%. The maturity date is October 2009 at which time      all principal and interest are due.   |   |   | 20,000  |   |
|                                                                                                                                                                                                          |   |   |    |   |
| November      2008 - Unsecured convertible note payable for $10,000 including interest      at a fixed rate of 13%. The maturity date is November 2009 at which time      all principal and interest are due. |   |   | 10,000  |   |
|                                                                                                                                                                                                          |   |   |    |   |
| November      2008 - Unsecured convertible note payable for $20,000 including interest      at a fixed rate of 13%. The maturity date is November 2009 at which time      all principal and interest are due. |   |   | 20,000  |   |
|                                                                                                                                                                                                          |   |   |    |   |
| December      2008 - Unsecured convertible note payable for $5,000 including interest at      a fixed rate of 13%. The maturity date is December 2009 at which time all      principal and interest are due.  |   |   | 5,000   |   |
|                                                                                                                                                                                                          |   |   |    |   |
| December      2008 - Unsecured convertible note payable for $50,000 including interest      at a fixed rate of 13%. The maturity date is December 2009 at which time      all principal and interest are due. |   |   | 50,000  |   |
|                                                                                                                                                                                                          |   |   |    |   |
| December      2008 - Unsecured convertible note payable for $20,000 including interest      at a fixed rate of 13%. The maturity date is December 2009 at which time      all principal and interest are due. |   |   | 25,000  |   |
|                                                                                                                                                                                                          |   |   |    |   |
| Total      convertible notes payable                                                                                                                                                                          |   | $      | 130,000 |   |

|                     |   | June      30, 2009 |       |   | June      30, 2008 |   |
|--------------------------|--------|--------------------|------------|--------|--------------------|--------|
| Deferred      tax assets |   | $                  | 1,851,339  |   |               | $      | 1,266,372 |   |
| Less:      valuation     |   |               | (1,851,339 | )      |               |   | (1,266,372 | ) |
| Totals                   |   | $                  | -          |   |               | $      | - |   |

----

----

----

|                            |   |                             |        |                  |   |                 |           |                    |
|---------------------------------|--------|----------------------------------|-------------|-----------------------|--------|----------------------|----------------|-------------------------|
| Year                            |   |  Warrant Type               |        |  Warrant Shares  |   |  Exercise Price |                | Expiration Date         |
|                            |   |                             |        |                  |   |                 |           |                    |
| 2004                            |   | Notes      payable warrants      | 50,000      |                  | 0.92   |                 | None           |
|                            |   |                             |        |                  |   |                 |           |                    |
| 2006                            |   | Broker      warrants             | 300,000     |                  | 0.045  |                 | Apr.      2011 |
| 2006                            |   | Warrant      exercise            | (300,000)   |                  | 0.045  |                 |           |
|                            |   |                             |        | 0                     |   |                 |           |                    |
|                            |   |                             |        |                  |   |                 |           |                    |
| 2006                            |   | Broker      warrants             | 294,118     |                  | 0.085  |                 | May      2011  |
| 2006                            |   | Warrant      exercise            | (294,118)   |                  | 0.085  |                 |           |
|                            |   |                             |        | 0                     |   |                 |           |                    |
|                            |   |                             |        |                  |   |                 |           |                    |
| 2006                            |   | Class      A warrants            | 2,941,177   |                  | 0.085  |                 | May      2011  |
| 2007                            |   | Class      A warrants cancelled  | (2,941,177) |                  | 0.085  |                 |           |
|                            |   |                             |        | 0                     |   |                 |           |                    |
|                            |   |                             |        |                  |   |                 |           |                    |
| 2006                            |   | Class      B warrants            | 2,941,177   |                  | 0.50   |                 | May      2011  |
| 2007                            |   | Class      B warrants cancelled  | (2,941,177) |                  | 0.50   |                 |           |
|                            |   |                             |        | 0                     |   |                 |           |                    |
|                            |   |                             |        |                  |   |                 |           |                    |
|  2008                      |   |  Class      A warrants      |        |        4,971,538 |   |        1.25     |           |  Various      2010 |
|  2008                      |   |  Class B      warrants |        |  4,971,538       |   |  1.25           |           |  Various      2011 |
|                            |   |                             |        |  9,943,076       |   |                 |           |                    |
|                            |   |                             |        |                  |   |                 |           |                    |
|  2009                      |   |  Class      A warrants      |        |  236,500         |   |  1.25           |           |  Various      2010 |
|  2009                      |   |  Class B      warrants |        |  236,500         |   |  1.25           |           |  Various      2011 |
|                            |   |                             |        |  473,000         |   |                 |           |                    |
|                            |   |                             |        |                  |   |                 |           |                    |
| Total      warrants outstanding |   | 10,466,076                       |        |                  |   |                 |

----

|                            |   |                            |        |                 |   |                 |                  |            |
|---------------------------------|--------|---------------------------------|-------------|----------------------|--------|----------------------|-----------------------|-----------------|
| Year                            |   |  Warrant Type              |        |  Warrant Shares |   |  Exercise Price |                       | Expiration Date |
|                            |   |                            |        |                 |   |                 |                  |            |
| 2002                            |   | Class      A warrants           | 1,220,000   |                 | 1.000  |                 | April      - May 2007 |
| 2003                            |   | Class      A warrants cancelled | (160,000)   |                 |   |                 |                  |
| 2003                            |   | Class      A warrants exercised | (63,000)    |                 | 1.000  |                 |                  |
|                            |   |                            |        | 997,000              |   |                 |                  |            |
|                            |   |                            |        |                 |   |                 |                  |            |
| 2002                            |   | Class      B warrants           | 1,220,000   |                 | 1.500  |                 | April      - May 2007 |
| 2003                            |   | Class      A warrants cancelled | (160,000)   |                 |   |                 |                  |
|                            |   |                            |        | 1,060,000            |   |                 |                  |            |
|                            |   |                            |        |                 |   |                 |                  |            |
| 2004                            |   | Notes      payable warrants     | 50,000      |                 | 0.92   |                 | None                  |
|                            |   |                            |        |                 |   |                 |                  |            |
| 2004                            |   | Private      placement warrants | 3,718,491   |                 | 0.75   |                 | Aug.      - Oct.2007  |
| 2004                            |   | Expired                         |        | (3,718,491)          |   |                 |                  |            |
|                            |   |                            |        | 0                    |   |                 |                  |            |
|                            |   |                            |        |                 |   |                 |                  |            |
| 2005                            |   | Broker      warrants            | 50,000      |                 | 0.50   |                 | Dec.      2008        |
|                            |   |                            |        |                 |   |                 |                  |            |
| 2006                            |   | Broker      warrants            | 50,000      |                 | 0.50   |                 | Mar.      2009        |
|                            |   |                            |        |                 |   |                 |                  |            |
| 2006                            |   | Broker      warrants            | 300,000     |                 | 0.045  |                 | Apr.      2011        |
| 2006                            |   | Warrant      exercise           | (300,000)   |                 | 0.045  |                 |                  |
|                            |   |                            |        | 0                    |   |                 |                  |            |
|                            |   |                            |        |                 |   |                 |                  |            |
| 2006                            |   | Broker      warrants            | 294,118     |                 | 0.085  |                 | May      2011         |
| 2006                            |   | Warrant      exercise           | (294,118)   |                 | 0.085  |                 |                  |
|                            |   |                            |        | 0                    |   |                 |                  |            |
|                            |   |                            |        |                 |   |                 |                  |            |
| 2006                            |   | Class      A warrants           | 2,941,177   |                 | 0.085  |                 | May      2011         |
| 2007                            |   | Class      A warrants cancelled | (2,941,177) |                 | 0.085  |                 |                  |
|                            |   |                            |        | 0                    |   |                 |                  |            |
|                            |   |                            |        |                 |   |                 |                  |            |
| 2006                            |   | Class      B warrants           | 2,941,177   |                 | 0.50   |                 | May      2011         |
| 2007                            |   | Class      B warrants cancelled | (2,941,177) |                 | 0.50   |                 |                  |
|                            |   |                            |        | 0                    |   |                 |                  |            |
|                            |   |                            |        |                 |   |                 |                  |            |
| Total      warrants outstanding |   | 2,207,000                       |        |                 |   |                 |

----

----

----

----

| Item      1. | Legal      Proceedings. |
|--------------|-------------------------|

| Item      1A. | Risk      Factors. |
|---------------|--------------------|

| Item      2. | Unregistered      Sales of Equity Securities and Use ofProceeds. |
|--------------|------------------------------------------------------------------|

| Item      3. | Defaults      Upon Senior Securities. |
|--------------|---------------------------------------|

| Item      4. | Submission      of Matters to a Vote of SecurityHolders. |
|--------------|----------------------------------------------------------|

| Item      5. | Other      Information. |
|--------------|-------------------------|

| Item      6. | Exhibits. |
|--------------|-----------|

| 31.1   | Certification      of CEO pursuant to Securities Exchange Act rules 13a-15 and 15d-15(c) as      adopted pursuant to section 302 of the Sarbanes-Oxley act of      2002. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                     |
| 31.2   | Certification      of CFO pursuant to Securities Exchange Act rules 13a-15 and 15d-15(c) as      adopted pursuant to section 302 of the Sarbanes-Oxley act of      2002. |
|   |                                                                                                                                                                     |
| 32.1   | Certification      of CEO pursuant to 18 U.S.C. section 1350, as adopted pursuant to section      906 of the Sarbanes-Oxley act of 2002.                                 |
|   |                                                                                                                                                                     |
| 32.2   | Certification      of CFO pursuant to 18 U.S.C. section 1350, as adopted pursuant to section      906 of the Sarbanes-Oxley act of2002.                                  |

----

----