##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File No. 000-24455
 TORVEC, INC.
  New York(State or other jurisdiction of
    
    16-1509512incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 1999 Mt. Read Blvd. Building 3, Rochester, New York 14615
(Address of principal executive offices and Zip Code)
 (585) 254-1100
(Registrants telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
  þ o
  o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
  o þ
 APPLICABLE ONLY TO CORPORATE ISSUERS:
  Number of Shares Outstanding atClass
    
    November 10, 2010Common Stock, $.01 par value
    
    45,633,429




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##### 



INDEX
 PAGEPART I  FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets  September 30, 2010 (Unaudited) and December 31, 2009
    
    
    3Condensed Consolidated Statements of OperationsThree and Nine Months Ended September 30, 2010 and 2009 and September 25, 1996 (Inception) through September 30, 2010 (Unaudited)
    
    
    4Condensed Consolidated Statements of Cash Flows  Nine Months Ended September 30, 2010 and 2009 and September 25, 1996 (Inception) through September 30, 2010 (Unaudited)
    
    
    5Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    23Item 4. Controls and Procedures
    
    
    23PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    25Item 1A. Risk Factors
    
    
    25Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    25Item 3. Defaults Upon Senior Securities
    
    
    25Item 4. Submission of Matters to a Vote of Security Holders
    
    
    25Item 5. Other Information
    
    
    25Item 6. Exhibits
    
    
    26SIGNATURE PAGE
    
    
    32EXHIBIT INDEX
    
    
    33Exhibit 31.1Exhibit 32
   2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. FINANCIAL STATEMENTS
 
 
  September 30, 2010
    
    
    December 31, 2009(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    117,000
    
    
    $
    41,000Prepaid expenses and other receivables
    
    
    8,000
    
    
    
    111,000Total current assets
    
    
    125,000
    
    
    
    152,000Property and Equipment:Office equipment
    
    
    68,000
    
    
    
    68,000Shop equipment
    
    
    142,000
    
    
    
    139,000Leasehold improvements
    
    
    213,000
    
    
    
    213,000Transportation equipment
    
    
    64,000
    
    
    
    106,000487,000
    
    
    
    526,000Less accumulated depreciation and amortization
    
    
    (298,000
    )
    
    
    (299,000
    )Net property and equipment
    
    
    189,000
    
    
    
    227,000Total Assets
    
    $
    314,000
    
    
    $
    379,000LIABILITIESCurrent liabilities:Notes payable, current portion
    
    $
    90,000
    
    
    $
    20,000Accounts payable
    
    
    146,000
    
    
    
    255,000Accrued liabilities
    
    
    567,000
    
    
    
    451,000Due to related party
    
    
    11,000
    
    
    
    22,000Deferred income
    
    
    28,000
    
    
    
    828,000Total current liabilities
    
    
    842,000
    
    
    
    1,576,000Deferred rent
    
    
    22,000
    
    
    
    29,000Notes payable, net of current portion
    
    
    
    
    
    
    9,000Total liabilities
    
    $
    864,000
    
    
    $
    1,614,000Commitments and contingencies (See Note F)STOCKHOLDERS CAPITAL DEFICITPreferred stock, $.01 par value, 100,000,000 shares authorized3,300,000 designated as Class A, Non-voting, convertible,
cumulative dividend $.40 per share, per annum, September 30,
2010 and December 31, 2009: 630,851 and 655,851 shares issued
and outstanding, respectively (liquidation preference
$3,868,269 and $3,841,491, respectively)300,000 designated as Class B, Non-voting, convertible,
cumulative dividend $.50 per share, per annum, September 30,
2010 and December 31, 2009: 77,500 and 77,500 shares issued
and outstanding, respectively (liquidation preference
$581,858 and $552,795, respectively)
    
    
    7,000
    
    
    
    7,000Common stock, $.01 par value, 405,000,000 shares authorized,
37,847,555 and 35,811,192 issued and outstanding, at
September 30, 2010 and December 31, 2009, respectively
    
    
    378,000
    
    
    
    358,000Additional paid-in capital
    
    
    52,944,000
    
    
    
    51,613,000Deficit accumulated during the development stage
    
    
    (53,879,000
    )
    
    
    (53,213,000
    )Total Torvec, Inc. Stockholders Capital Deficit
    
    
    (550,000
    )
    
    
    (1,235,000
    )Noncontrolling Interest of Subsidiary
    
    
    
    
    
    
    Total Stockholders Capital Deficit
    
    
    (550,000
    )
    
    
    (1,235,000
    )Total Liabilities and Stockholders Capital Deficit
    
    $
    314,000
    
    
    $
    379,000
 See notes to condensed consolidated financial statements.
  3




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##### Table of Contents



Three
    
    
    Three
    
    
    
    
    
    
    
    
    
    
    September 25,Months
    
    
    Months
    
    
    Nine Months
    
    
    Nine Months
    
    
    1996 (Inception)ended September
    
    
    ended September
    
    
    ended September
    
    
    ended September
    
    
    through September30, 2010
    
    
    30, 2009
    
    
    30, 2010
    
    
    30, 2009
    
    
    30, 2010Revenue
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    175,000
    
    
    $
    422,000Cost of Goods Sold
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90,000
    
    
    
    315,000Gross Profit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85,000
    
    
    
    107,000Costs and expensesResearch and development
    
    
    133,000
    
    
    
    189,000
    
    
    
    301,000
    
    
    
    418,000
    
    
    
    16,156,000General and administrative
    
    
    916,000
    
    
    
    619,000
    
    
    
    2,263,000
    
    
    
    2,103,000
    
    
    
    42,116,000Asset impairments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,071,000Loss from operations
    
    $
    (1,049,000
    )
    
    $
    (808,000
    )
    
    $
    (2,564,000
    )
    
    $
    (2,436,000
    )
    
    $
    (59,236,000
    )Reversal of liability on cancellation
of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,541,000Other income / (expense)
    
    
    (31,000
    )
    
    
    
    
    
    
    1,898,000
    
    
    
    
    
    
    
    2,158,000Loss Before Income Tax Benefits
    
    $
    (1,080,000
    )
    
    $
    (808,000
    )
    
    $
    (666,000
    )
    
    $
    (2,436,000
    )
    
    $
    (55,537,000
    )Income tax benefits
    
    
    
    
    
    
    151,000
    
    
    
    
    
    
    
    151,000
    
    
    
    386,000Net Loss
    
    $
    (1,080,000
    )
    
    $
    (657,000
    )
    
    $
    (666,000
    )
    
    $
    (2,285,000
    )
    
    $
    (55,151,000
    )Net loss attributable to
non-controlling interest in subsidiary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,272,000Net Loss attributable to Torvec, Inc.
    
    $
    (1,080,000
    )
    
    $
    (657,000
    )
    
    $
    (666,000
    )
    
    $
    (2,285,000
    )
    
    $
    (53,879,000
    )Preferred stock beneficial conversion
feature
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    763,000Preferred stock dividends
    
    
    72,000
    
    
    
    73,000
    
    
    
    156,000
    
    
    
    234,000
    
    
    
    1,539,000Net Loss attributable to common
stockholders
    
    $
    (1,152,000
    )
    
    $
    (730,000
    )
    
    $
    (822,000
    )
    
    $
    (2,519,000
    )
    
    $
    (56,181,000
    )Basic and Diluted Net Loss attributable
to common stock per share
    
    $
    (0.03
    )
    
    $
    (0.02
    )
    
    $
    (0.02
    )
    
    $
    (0.07
    )Weighted
average number of shares of Common stock, Basic and Diluted
    
    
    37,576,000
    
    
    
    34,524,000
    
    
    
    36,878,000
    
    
    
    33,719,000
 See notes to condensed consolidated financial statements.
  4




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September 25,1996(Inception)Nine Months Ended
    
    
    ThroughSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010Cash flows from operating activities:Net loss
    
    $
    (666,000
    )
    
    $
    (2,285,000
    )
    
    $
    (55,151,000
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    40,000
    
    
    
    48,000
    
    
    
    2,552,000Loss on impairment of license
    
    
    
    
    
    
    
    
    
    
    1,071,000Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    19,000Gain on sale of fixed assets
    
    
    (27,000
    )
    
    
    
    
    
    
    (37,000
    )Compensation expense attributable to common stock in subsidiary
    
    
    
    
    
    
    
    
    
    
    619,000Common stock issued for services
    
    
    449,000
    
    
    
    1,114,000
    
    
    
    14,961,000Warrants issued for services
    
    
    45,000
    
    
    
    
    
    
    
    294,000Shares issued for future consulting services
    
    
    
    
    
    
    
    
    
    
    103,000Stockholder contribution of services
    
    
    286,000
    
    
    
    1,050,000
    
    
    
    3,895,000Gain on cancellation of debt
    
    
    
    
    
    
    
    
    
    
    (1,541,000
    )Contribution to capital, Ford Truck
    
    
    
    
    
    
    
    
    
    
    16,000Common Stock issued in connection with Commercializing Event
    
    
    13,000
    
    
    
    14,000
    
    
    
    63,000Cancellation of trust shares at trust termination
    
    
    (45,000
    )
    
    
    
    
    
    
    (45,000
    )Gain on sale of Ice Engineering license
    
    
    (1,900,000
    )
    
    
    
    
    
    
    (1,900,000
    )Compensatory common stock, options and warrants
    
    
    441,000
    
    
    
    
    
    
    
    18,317,000Change in fair value measurement
    
    
    30,000
    
    
    
    
    
    
    
    30,000Changes in:Prepaid expenses and other receivables
    
    
    103,000
    
    
    
    (122,000
    )
    
    
    153,000Deferred revenue
    
    
    
    
    
    
    
    
    
    
    (63,000
    )Deferred rent
    
    
    (7,000
    )
    
    
    (7,000
    )
    
    
    22,000Accounts payable and accrued expenses
    
    
    46,000
    
    
    
    298,000
    
    
    
    4,467,000Deferred compensation
    
    
    
    
    
    
    (535,000
    )
    
    
    Due to a related party
    
    
    (11,000
    )
    
    
    
    
    
    
    11,000Net cash used in operating activities
    
    
    (1,203,000
    )
    
    
    (425,000
    )
    
    
    (12,144,000
    )Cash flows from investing activities:Purchase of property and equipment
    
    
    (3,000
    )
    
    
    
    
    
    
    (363,000
    )Cost of acquisition
    
    
    
    
    
    
    
    
    
    
    (16,000
    )Proceeds from sale of license
    
    
    1,100,000
    
    
    
    
    
    
    
    1,900,000Proceeds from sale of fixed assets
    
    
    27,000
    
    
    
    
    
    
    
    37,000Net cash provided by investing activities
    
    
    1,124,000
    
    
    
    
    
    
    
    1,558,000
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September 25,1996(Inception)Nine Months Ended
    
    
    ThroughSeptember 30,
    
    
    September 30,2010
    
    
    2009
    
    
    2010Cash flows from financing activities:Net proceeds from sales of common stock and upon exercise of options and warrants
    
    
    127,000
    
    
    
    215,000
    
    
    
    7,161,000Net proceeds from sales of preferred stock
    
    
    
    
    
    
    
    
    
    
    3,537,000Net proceeds from sale of subsidiary stock
    
    
    
    
    
    
    
    
    
    
    234,000Proceeds from long-term borrowings
    
    
    57,000
    
    
    
    
    
    
    
    142,000Repayments of long-term debt
    
    
    (29,000
    )
    
    
    (12,000
    )
    
    
    (109,000
    )Proceeds from stockholders loan and advances
    
    
    
    
    
    
    
    
    
    
    250,000Repayment of stockholders loan and advances
    
    
    
    
    
    
    
    
    
    
    (147,000
    )Distributions
    
    
    
    
    
    
    
    
    
    
    (365,000
    )Net cash provided by financing activities
    
    
    155,000
    
    
    
    203,000
    
    
    
    10,703,000Net increase (decrease) in cash
    
    
    76,000
    
    
    
    (222,000
    )
    
    
    117,000Cash at beginning of period
    
    
    41,000
    
    
    
    304,000Cash at end of period
    
    $
    117,000
    
    
    $
    82,000
    
    
    $
    117,000Supplemental Disclosures:Interest paid
    
    $
    1,000
    
    
    $
    3,000
    
    
    $
    28,000Income tax paid
    
    
    
    
    
    
    
    
    
    
    1,000Non cash investing and financing activities:Shares issued for acquisition of leasehold improvements
    
    
    
    
    
    
    
    
    
    
    166,000Issuance of common stock in settlement of payables
    
    
    35,000
    
    
    
    62,000
    
    
    
    156,000Preferred stock issued in payment of dividend
    
    
    
    
    
    
    
    
    
    
    39,000Shares issued for acquisition of Variable Gear
    
    
    
    
    
    
    
    
    
    
    19,000Issuance of common stock for license
    
    
    
    
    
    
    
    
    
    
    3,405,000Issuance of common stock, warrant and options in settlement of liabilities,
except notes payable
    
    
    
    
    
    
    
    
    
    
    2,907,000Notes payable exchanged for common stock
    
    
    
    
    
    
    
    
    
    
    50,000Advance settled with common stock
    
    
    
    
    
    
    
    
    
    
    25,000Loss on exchange of noncontrolling interest
    
    
    
    
    
    
    
    
    
    
    232,000Shares issued for future consulting services
    
    
    
    
    
    
    
    
    
    
    103,000Issuance of common stock for a finders fee
    
    
    
    
    
    
    
    
    
    
    225,000Advance from stockholder
    
    
    
    
    
    
    
    
    
    
    250,000Contribution of FTV Ford Truck
    
    
    
    
    
    
    
    
    
    
    16,000Ice Engineering LLC payable netted against receivable
    
    
    
    
    
    
    
    
    
    
    91,000Common stock issued in settlement of payable
    
    
    
    
    
    
    
    
    
    
    58,000Common stock issued in settlement of patent expense
    
    
    
    
    
    
    
    
    
    
    117,000Issuance of
common stock as payment for preferred A and B dividends
    
    
    46,000
    
    
    
    
    
    
    
    123,000
 See notes to condensed consolidated financial statements.
  6




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##### Table of Contents



NOTE A  The Company and Basis of Presentation
  ®
  NOTE B  Summary of Significant Accounting Policies
 [1]
    
    Consolidation:
  [2]
    
    Cash and Cash Equivalents:
  [3]
    
    Estimates:
   7




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##### Table of Contents



[4]
    
    Loss per Common Share:
  [5]
    
    Income Taxes:
  [6]
    
    Fair Value of Financial Instruments:
  [7]
    
    Stock-Based Compensation:
   [8]
    
    Revenue Recognition:
   8




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##### Table of Contents



[9]
    
    Recent Accounting Pronouncements:
  NOTE C  License from the Trustees of Dartmouth College
       NOTE D  Related Party Transactions
 [1]
    
    Effective January 1, 2008, the board of directors instituted a
compensation plan for James and Keith Gleasman by which the company
would compensate each of them for services performed and inventions
and know-how transferred at the rate of $300,000 per year. Actual
payment under the plan was conditioned upon a board determination
that the company had the requisite cash, after the complete funding
of all ongoing projects, to make payment.The company did not have the requisite cash available to pay the
Gleasmans compensation under this arrangement from January 1, 2008
through August 17, 2009, the date on which each of the Gleasmans
waived all rights and interest in and to the board-created
compensation plan, including all rights and interest in and to the
amount(s) under the plan accrued to such date. As a result of such
waiver, of the $942,000 accrued under the plan at August 17, 2009,
$900,000 was reclassified to equity as a contribution of services and
$42,000 accrued under the plan for payroll taxes was recorded as a
reduction to general and administrative expenses.
  9




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##### Table of Contents



For periods for which there is no compensation plan in effect for the
Gleasmans, the company is required to record the estimated value of
each of the Gleasmans services rendered to the company (estimated at
$300,000 each per annum) as a contribution of services under
generally accepted accounting principles applicable to the company
and is required under the same accounting guidance to allocate the
amount of such contribution between research and development expenses
on the one hand and general and administrative expenses on the other
hand. For the three and nine month period ended September 30, 2010,
the company recorded $25,000 and $100,000 to research and development
expense and $50,000 and $186,000 to general and administrative
expense, respectively, based upon managements estimate. For the
three and nine month period ended September 30, 2009, the company
recorded $50,000 and $150,000 to research and development expense and
$100,000 and $300,000 to general and administrative expense,
respectively, based upon managements estimate of the Gleasmans time
allocation.Effective March 14, 2010, James Gleasman retired as the companys
chief executive officer, interim chief financial officer and as a
member of the board of directors. Mr. Gleasman died on May 29, 2010.During the year ended December 31, 2009, James Gleasman advanced the
company $22,000. The outstanding balance as of September 30, 2010 is
$11,000.[2]
    
    During the three month period ended September 30, 2010 and 2009, the
company incurred an expense of $23,400 and $25,350, respectively, to
a member of the Gleasman family for administrative, technological and
engineering consulting services. During the nine month periods ended
September 30, 2010 and 2009, the company incurred an expense of
$60,450 and $76,050, respectively, to the same person. The related
payments consisted of cash of $23,400 and $0 for the three month
periods ended September 30, 2010 and 2009, respectively, with the
balance paid in business consulting common shares. For the nine month
periods ended September 30, 2010 and 2009, the related payments
consisted of cash of $56,550 and $0, respectively, with the balance
paid in business consulting shares.[3]
    
    During the three month periods ended September 30, 2010 and 2009, the
company incurred an expense of $21,480 and $23,270, respectively,
for each period to a family member of its general counsel for
engineering services rendered to the company. During the nine month
periods ended September 30, 2010 and 2009, the company incurred an
expense of $62,650 and 69,810 respectively, to the same person. The
related payments consisted of cash of $21,480 and $0 for the three
month periods ended September 30, 2010 and 2009, respectively, with
the balance paid in business consulting common shares. For the nine
month periods ended September 30, 2010 and 2009, the related payments
consisted of cash of $51,910 and $0, respectively, with the balance
paid in business consulting shares.[4]
    
    On September 14, 2007, the company moved its executive offices and
engineering operations from Pittsford and Webster, New York to a
Rochester, New York facility, which includes both manufacturing and
executive office space. The Rochester facility is owned by a
partnership, in which Asher J. Flaum, a company director is a
partner. On April 28, 2008, the companys board of directors approved
the terms of a lease for these premises and such lease was executed
on April 29, 2008. (See note F[2]).In February 2010, the company made a one-time payment in shares for
payments of additional rent. The company charged approximately
$20,000 to general and administrative expense.[5]
    
    On July 16, 2010, Asher J. Flaum, a director of
Torvec, Inc. purchased 40,000 restricted common
 shares of the company for $16,400.[6]
    
    On September 28, 2010, the board of directors
accelerated the payment of the standard monthly
compensation due to each of its chairman of the board
and general counsel for the months of
September-December, 2010, inclusive, by approving the
issuance of 162,033 and 208,333 common shares
respectively, at the closing price of the companys
common stock on September 28, 2010, namely $.36 per
share. The shares were issued on October 7, 2010.
The total expense related to this matter is
approximately $133,000. The company accrued
approximately $33,000 to general and administrative
expense in September 2010, and the remaining $100,000
will be charged to general and administrative expense
in the fourth quarter of 2010.
  10




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##### Table of Contents



NOTE E  Convertible Note
   st th
    NOTE F  Stockholders Capital Deficit
 [1]
    
    Common StockDuring the three and nine month periods ended September 30, 2010, the company sold 44,000 and 404,167 restricted common shares for proceeds of $17,800 and $127,850, respectively, to accredited investors
in a series of private placements. During the three and nine month periods ended September 30, 2009, the company sold 228,128 and 322,231 restricted common shares for proceeds of $144,752 and $214,752
to accredited investors in a series of private placements.For the three and nine month periods ended September 30, 2010, the company issued 0 and 22,756 restricted common shares to an accounting firm in partial payment for services rendered in the amount of $0
and $9,785, respectively. For the three and nine month periods ended
September 30, 2009, the company issued 16,173 and 21,173 restricted common shares to an accounting firm in partial payment for services
rendered in the amount of $13,100 and $17,100, respectively.[2]
    
    Class A Preferred stock:In January 2002, the company authorized the sale of up to 3,300,000 shares of its Class A Non Voting Cumulative Convertible Preferred Stock (Class A Preferred) at $4.00 per share. Each share of Class A
Preferred is convertible into one share of voting common stock and entitles the holder to dividends, at $.40 per share per annum. The holder has the right to convert after one year subject to board
approval.Since its designation, the company has sold an aggregate 765,512 Class A Preferred shares for aggregate proceeds of $3,062,048. The company has issued an aggregate 198,349 common stock warrants in
connection with the sale of Class A Preferred to the holders of the Class A Preferred, all exercisable over a 10 year period at $.01 per common share. 182,099 of these warrants have been exercised through
September 30, 2010.
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Since its designation, Class A Preferred holders have converted an aggregate 146,000 Class A Preferred shares into the companys common stock on a one for one basis through September 30, 2010. For the
three and nine month periods ended September 30, 2010, 0 and 25,000 of Class A Preferred shares, respectively, were converted. For the three and nine month periods ended September 30, 2009, 0 and 51,250
of Class A Preferred shares, respectively, were converted.Upon conversion, Class A Preferred shareholders are entitled to receive, in accordance with the terms of the Class A Preferred, dividends payable either in cash or in Class A Preferred shares, at the
discretion of the board of directors, calculated at the rate of 10 percent per annum. At times, the companys board may elect to settle dividends through the issuance of common stock in lieu of cash. The
number of common shares issued is based on the market price of such stock at the time of conversion. Class A Preferred shares paid as dividends do not participate in cumulative dividend rights.Through September 30, 2010, an aggregate of $164,993 in dividends have been paid on the Class A Preferred by the issuance of 16,389 Class A Preferred shares, of which 5,050 were converted
into common shares, and 77,499 common shares. A total of 0 and
11,534 common shares were issued as dividends in the three and nine month periods ended September 30, 2010, respectively. A total of 0 and 65,965 common shares were issued as dividends in the three and
nine month periods ended September 30, 2009, respectively.At September 30, 2010 and 2009, dividends payable upon conversion of 619,512 outstanding shares of Class A Preferred amounted to approximately $1,345,000 and $1,176,000, respectively. Through September
30, 2010, the company has issued 11,339 Class A Preferred shares as dividends which are excluded from the accumulated dividend payable.[3]
    
    Class B Preferred stock:On October 21, 2004, the company authorized the sale of up to 300,000 shares of its Class B Non-Voting Cumulative Convertible Preferred Stock (Class B Preferred) at $5.00 per share. Each share of
Class B Preferred pays cumulative dividends at $.50 per share per annum and is convertible into either one share of voting common stock of the company or one share of common stock of Iso-Torque
Corporation under certain circumstances. The holder has the right to convert after one year subject to Board approval. Since its designation, the company has sold an aggregate 97,500 Class B Preferred in
a number of private placements for proceeds of approximately $487,500.Since its designation, 20,000 Class B Preferred shares have been converted on a one for one basis into 20,000 shares of common stock. For the three and nine months ended September 30, 2010 and 2009, no
Class B Preferred shares were converted.Upon conversion, Class B Preferred shareholders are entitled to receive, in accordance with the terms of the Class B Preferred, dividends payable either in cash or in Class B Preferred shares, at the
discretion of the board of directors, calculated at the rate of 10 percent per annum. At times, the companys board may elect to settle dividends through the issuance of common stock in lieu of cash. The
number of common shares issued is based on the market price of such stock at the time of conversion. Class B Preferred shares paid as dividends do not participate in cumulative dividend rights.Through September 30, 2010, an aggregate of $24,082 in dividends have been paid on the Class B Preferred by the issuance of 30,103 common shares. No dividends were paid in the three and nine month
periods ended September 30, 2010 and 2009. At September 30, 2010 and 2009, dividends payable upon the conversion of 77,500 outstanding shares of Class B Preferred amounted to approximately $194,000 and
$156,000, respectively.[4]
    
    Stock-Option Plan:In December 1997, the board of directors adopted and on May 28, 1998, the companys shareholders ratified the creation of a Stock Option Plan (the Option Plan) which provides for the grant of up to
2,000,000 common stock options to officers, directors and consultants who are eligible to receive incentive, nonqualified or reload stock options. Options granted under the Option Plan are exercisable for
a period of up to ten years from the date of grant at an exercise price which is not less than the per share trading price of the underlying common stock on the date of grant, except that the exercise
period for options granted to a greater than 10% shareholder may not exceed five years and the exercise price may not be less than 110% of such trading price per share on the date of grant.
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The following table represents information relating to stock options outstanding under this Plan at September 30, 2010:
 Options Outstanding and ExercisableWeighted
    
    
    WeightedAverage
    
    
    Average
    
    
    AggregateExercise
    
    
    Remaining Life
    
    
    IntrinsicShares
    
    Price
    
    
    in Years
    
    
    Value641,848
    
    
    4.79
    
    
    
    2.97
    
    
    $
    0
 By its terms, the companys Option Plan terminated as to the grant of future options on May 27, 2008. Consequently, no additional stock options will be granted under the Option Plan, although outstanding
options remain available for exercise in accordance with their terms. No options were exercised for the three and nine month periods ended September 30, 2010 and 2009.As of September 30, 2010, the company did not have any unrecognized stock compensation related to unvested awards.[5]
    
    Option Issued to Chief Executive Officer:On September 30, 2010, the company granted a stock option for 5,150,000
common shares exercisable for ten years at an exercise price of $0.36 per common share
to its newly appointed chief executive officer. The option vests and is exercisable as
follows: 1,000,000 options vest and are exercisable immediately upon grant; a
second 1,000,000 options vest and are exercisable upon the trading price of the
companys common stock closing at a minimum of $1.00 per share; a
third 1,000,000 options vest and are exercisable upon the trading price of the
companys common stock closing at a minimum of $2.00 per share; a
fourth 1,000,000 options vest and are exercisable upon the trading price of
the companys common stock closing at a minimum of $3.00 per share and the
balance of the options, namely 1,150,000 options, vest and are exercisable upon the
trading price of the companys common stock closing at a minimum of $4.00 per share.
The company valued the option using a variation of a Black-Scholes model, with the following
assumptions: (a) an average expected term of 8 years; (b) an expected forfeiture rate of 0%; (c) a risk-free interest rate of 2.1%; (d) an average volatility of 96%; and (f) a dividend yield of 0%. The weighted average value of a single option was determined to be $0.29. Immediate vesting was utilized for the initial tranche and the shorter of the expected vesting period
 or the
51/4 years expected
 service period will be utilized to amortize the expense related to each of the other tranches, but amortization will be accelerated if the market price milestone is achieved prior to the end of the amortization period. The company charged $262,000 to general and administrative expense as a result of the immediate vesting of 1,000,000 options on September 30, 2010. The unrecognized compensation cost as of September 30, 2010 is $1,255,000.[6]
    
    Business Consultants Stock Plan:For the three month periods ended September 30, 2010 and 2009, the company issued 472,548 and 598,864 common shares to business consultants under the Business Consultants Stock Plan and charged $165,000
and $406,000 to operations in connection with these share issuances.
For the nine month periods ended September 30, 2010 and 2009, the company issued 1,548,367 and 1,543,256 common shares to business
consultants under the Plan and charged operations $628,000 and $1,234,000 in connection with these services including stock issued in connection with commercializing events. Share issuances are valued
generally on the date immediately prior to the date of issuance, except for shares issued to pay invoices which are valued as of the invoice date and except for shares issued under the Nonmanagement
Directors Plan which are valued as of the end of each month effective February 17, 2009.On March 23, 2010, the board of directors approved an increase in the number of common shares reserved for issuance under the companys Business Consultants Stock Plan by 5,000,000 common shares to a
total of 15,000,000 shares authorized under the Plan. These shares were registered under the Securities Act of 1933 by the filing of a registration statement on Form S-8 with the Securities and Exchange
Commission which became effective on April 1, 2010.On May 24, 2010, 88,857 unallocated business consultant shares were returned by the consultants trust to the company for cancellation on the companys stock record books. The company credited the fair
value of the shares to general and administrative expense for approximately $45,000. The related liability was satisfied through cash payments.As of September 30, 2010, a total of 10,049,528 shares have been issued under the Plan. As of September 30, 2010, 4,950,472 shares are available for future issuances under the Business Consultants Stock
Plan.
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[7]
    
    Nonmanagement Directors Plan:On October 1, 2004, the board of directors approved a Nonmanagement Directors Plan pursuant to which each nonmanagement director is entitled to receive, if certain conditions are met, on an annual basis
for services rendered as a director, warrants to purchase 12,000 shares of the companys common stock at $.01 per share. In addition, the chairman of the audit committee is entitled to receive, on an
annual basis for services rendered as chairman, additional warrants for 5,000 shares of the companys common stock at $.01 per share.Due to changes made to the Nonmanagement Directors Plan described below, the company did not issue any warrants under the plan for the three and nine month periods ended September 30, 2010 and 2009. No
previously issued warrants were exercised during the three and nine month periods ended September 30, 2010 and 2009.On October 10, 2007, the Nonmanagement Directors Plan was modified to (1) eliminate the issuance of warrants and replace the payment with either cash or common shares, at the discretion of the board of
directors, and (2) increase the fees payable to the companys nonmanagement directors. As adjusted, each nonmanagment director (a total of 4 persons) would receive $26,460 for board and committee service
per annum. The chairman of the audit committee would receive an additional $12,600 per annum and the chairman of the nominating committee would receive an additional $5,355 per annum.The Nonmanagement Directors Plan was also modified to provide that the chairman of the board, chairman of the executive committee and chairman of the governance and compensation committee, one person,
will be paid an aggregate $110,000 per annum for all services rendered by him as a director and in such capacities. The effective date for these adjustments to the plan was July 1, 2007.
On April 28, 2008, the plan was again modified to increase the compensation of the person serving as chairman of the board, chairman of the executive committee, chairman of the governance and compensation
committee (one person) to $125,000 per annum.On April 28, 2008, the board of directors approved a one-time payment to its chairman of the governance and compensation committee of $46,000 for special services rendered in connection with required
compliance under the Sarbanes-Oxley Act. This amount was paid by the issuance of 19,167 common shares valued as of the closing price on April 28, 2008. The company charged $46,000 to operations in
connection with such services.For the three month periods ended September 30, 2010 and 2009, the company issued 194,529 and 93,115 common shares under the plan to satisfy the payables for services rendered by the Companys
non-management directors with a value of $68,000 and $62,000 for such periods, respectively. $45,000 and $41,000 were charged to operations for the three month periods ended September 30, 2010 and 2009,
and $23,000 and $21,000 were a settlement of fees payable as of June 30, 2010 and 2009, respectively. See Note D [6] describing the acceleration of amounts payable to the chairman of the board for the
months of September through December, 2010.For the nine month periods ended September 30, 2010 and 2009, the company issued 540,468 and 262,015 common shares, respectively, under the plan to satisfy the payables for services rendered by the
Companys non-management directors with a value of $212,000 and $186,000 for such periods, respectively. $177,000 and $124,000 were charged to operations for the nine month periods ended September 30,
2010 and 2009, and $35,000 and $62,000 were a settlement of fees payable as of December 31, 2009 and 2008, respectively. See Note D [6] describing the acceleration of amounts payable to the chairman of
the board for the months of September through December, 2010.See Note J [4] describing the termination of the Nonmanagement Directors Plan by the companys board of directors effective November 3, 2010.
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[8]
    
    Common Stock Warrants Issued to Business, Financial and Engineering Consultants:Through September 30, 2010, the company has issued 1,689,583 common stock warrants to various business, financial and engineering consultants, of which 94,583 have been exercised for proceeds of $918, and
445,000 were cancelled in exchange for the participation of certain engineers in the companys 2008 Commercializing Event Plan. (Note F [11]).On March 28, 2008, the board approved the issuance of an aggregate 195,000 warrants, immediately exercisable at $5.00 per common share until 2016, to two consultants who elected not to participate in the
companys 2008 Commercializing Event Plan. The company recorded a charge in the amount of $249,000 to general and administrative expense.On February 17, 2010, the company issued 100,000 common stock warrants vesting immediately and exercisable for ten years at an exercise price of $2.50 per common share to an adviser. The company recorded
a charge of $45,000 to general and administrative expenses using the Black-Scholes inputs to calculate the value of the warrants. None of these warrants have been exercised through September 30, 2010
(Note E [9(m)]).[9]
    
    Warrants:As of September 30, 2010, outstanding warrants to acquire shares of the companys common stock are as follows:
 Number of
    
    
    Number ofExercise
    
    
    
    
    
    
    Shares
    
    
    SharesPrice
    
    
    Expiration
    
    
    Outstanding
    
    
    Exercisable(a)
    
    
    
    (a)
    
    
    125,000
    (a)
    
    
    $
    .75
    
    
    None
    
    
    
    500,000
    (b)
    
    
    $
    .01
    
    
    
    2015/2016
    
    
    
    54,500
    (c)
    
    
    54,500$
    .01-5.00
    
    
    
    2010/2016
    
    
    
    39,000
    (d)
    
    
    39,000$
    5.00
    
    
    
    2015
    
    
    
    255,000
    (e)
    
    
    255,000$
    .01
    
    
    
    2010
    
    
    
    0
    (f)
    
    Exercised$
    .01
    
    
    
    2011
    
    
    
    3,750
    (g)
    
    
    3,750$
    1.00
    
    
    
    2011
    
    
    
    20,500
    (h)
    
    
    20,500$
    3.27
    
    
    
    2016
    
    
    
    400,000
    (i)
    
    
    400,000$
    3.75
    
    
    
    2016
    
    
    
    200,000
    (j)
    
    
    200,000$
    5.00
    
    
    
    2017
    
    
    
    50,000
    (k)
    
    
    50,000$
    5.00
    
    
    
    2017
    
    
    
    100,000
    (l)
    
    
    100,000$
    2.50
    
    
    
    2017
    
    
    
    100,000
    (m)
    
    
    100,0001,847,750
    
    
    
    1,222,750
 (a)
    
    Exercisable only if the company has an IPO and exercisable at the IPO price five years from IPO. Through the quarter ended September 30, 2010, the company has not conducted an IPO.(b)
    
    On April 15, 2002, the company issued 1,000,000 warrants to purchase common stock at prices ranging from $.30 to $.75 to its then chairman of the board of directors and chief executive officer. Of the
total warrants, 250,000 were exercisable at $.30, and 250,000 were exercisable at $.50 on the date the then board elected the executive to the board and named him chief executive officer. During the year
ended December 31, 2002, 250,000 warrants were exercised for $.30 per share, resulting in proceeds of $75,000. During the year ended December 31, 2003, 250,000 warrants were exercised for $.50 per share,
resulting in proceeds of $125,000. The remaining 500,000 warrants are exercisable upon the execution by the company of a binding agreement for the sale, transfer, license or assignment for value of any
and/or all of its companys automotive technology at $.75 per share. The company will record a charge representing the fair value of the warrants when the warrants become exercisable.(c)
    
    The company has issued an aggregate 123,500 warrants at an exercise price of $0.01 to its nonmanagement directors for services rendered to the board under its Nonmanagement Directors Stock Plan prior to
its amendment on October 13, 2006. No further warrants are issuable under the Plan as modified by the board of directors on October 13, 2006 (See Note F [7]). An aggregate 69,000 warrants have been
exercised for approximately $690 in proceeds. No warrants were exercised during the three and nine month periods ended September 30, 2010.(d)
    
    In 2005, the company issued 12,000 warrants to a consultant,
immediately exercisable at $.01 per common share. During 2005, 3,000 warrants were exercised for proceeds of $30. In 2006, the company issued
30,000 warrants to consultants exercisable immediately for a ten year term at $5.00 per common share. None of these warrants were exercised during the three and nine month periods ended September 30, 2010
and 2009.  15




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(e)
    
    During 2005, the company issued 210,000 warrants to certain engineering and administrative consultants, exercisable immediately for a ten year term at $5.00 per common share. During 2006, the company
issued 295,000 warrants to certain engineering consultants exercisable over a ten year term at $5.00 per common share, but only exercisable if the company sells, licenses or otherwise transfers one or
more technologies for value. The engineering consultants holding 445,000 of these warrants agreed to cancel them in the fourth quarter of 2008 in exchange for their participation in the companys
Commercializing Event Plan. On March 28, 2008, the company issued an aggregate 195,000 warrants exercisable until 2016 at $5.00 per common share to two consultants who elected not to participate in the
companys 2008 Commercializing Event Plan. The company recorded a charge of $249,000 to general and administrative expense. None of these warrants were exercised during the three and nine month periods
ended September 30, 2010 and 2009.(f)
    
    During 2005, the company issued 6,000 warrants to a consultant, exercisable immediately for a five year term at .01 per common share. All 6,000 warrants were exercised on a cashless basis on May 3, 2010.(g)
    
    During 2005, the company issued 62,500 warrants to investors in connection with their purchase of 62,500 Class A Preferred, immediately exercisable at $.01 per common share. During 2006, the company
issued 135,849 warrants to investors along with their purchase of 162,000 Class A Preferred and 20,000 Class B Preferred, all immediately exercisable at $.01 per common share. Through December 31, 2009,
an aggregate 194,599 of these warrants have been exercised for proceeds of approximately $1,383. No additional warrants were exercised in the three and nine month periods ended September 30, 2010.(h)
    
    During 2006, one investor purchased 20,500 warrants exercisable immediately for a five year term at $1.00 per common share for a purchase price of $20,500. None of these warrants have been exercised
through September 30, 2010.(i)
    
    During 2006, the company issued 400,000 warrants immediately exercisable for ten years at an exercise price of $3.27 per common share to a business consultant. None of these warrants have been exercised
through September 30, 2010.(j)
    
    During 2006, the company issued 200,000 warrants immediately exercisable for ten years at an exercise price of $3.75 per common share to a former governmental affairs consultant. None of these warrants
have been exercised through September 30, 2010.(k)
    
    During 2007, the company issued 50,000 warrants exercisable for ten years at $5.00 per common share upon the happening of a commercializing event. The warrants were issued to a consultant who assisted the
company to potentially place its products in various state school bus programs. The company recorded a charge of $249,000 to general and administrative expenses. None of these warrants have been exercised
through September 30, 2010.(l)
    
    During 2007, the company issued 100,000 warrants immediately exercisable for ten years at an exercise price of $5.00 per common share to two engineering consultants in connection with the companys
engagement to furnish constant velocity joints to a military contractor. The company recorded a charge of $401,000 to general and administrative expenses. None of these warrants have been exercised
through September 30, 2010.(m)
    
    On February 17, 2010, the company issued 100,000 common stock warrants exercisable for ten years at an exercise price of $2.50 per common share to an adviser. The company recorded a charge of $45,000 to
general and administrative expenses using the Black-Scholes inputs shown below to calculate the value of the warrants. None of these warrants have been exercised through September 30, 2010. 
 Term
    
    10.00 yearsExpected forfeiture rate
    
    
    -0-
    %Risk-free rate
    
    
    3.74
    %Volatility
    
    
    122.25
    %Dividend yield
    
    
    0.0
    %
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WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateExercise
    
    
    Contractual
    
    
    IntrinsicWarrants
    
    
    Price
    
    
    Term
    
    
    ValueOutstanding at January 1, 2010
    
    
    1,753,750
    
    
    $
    2.84
    
    
    6.65 yearsGranted
    
    
    100,000
    
    
    
    2.50
    
    
    9.52 yearsExercised
    
    
    6,000
    
    
    
    .01
    
    
    
    Canceled or expired
    
    
    
    
    
    
    
    
    
    
    Outstanding at September 30, 2010
    
    
    1,847,750
    
    
    $
    2.83
    
    
    6.21 years
        
    $
    23,538Exercisable at September 30, 2010
    
    
    1,222,750
    
    
    $
    3.68
    
    
    6.21 years
        
    $
    23,538
 [10]
    
    Shares Issued to Trust for Consulting Services:On September 17, 2005, certain consultants created a trust to enable them to sell business consultants shares issued to them by the company under
their consultant agreements. The company issues business consultant common shares to the trust from time to time, contingent on the performance
of services by the consultants under such consultant agreements. The company values the shares issued to the trust using the closing market price
on the date immediately prior to the date of issuance.During the three and nine month periods ended September 30, 2010, the company issued 0 and 104,167 business consultants shares of common stock valued at $0 and $50,000,
respectively, to the trust to satisfy the payment of invoices submitted by the consultants for services rendered during such periods. In May, 2010, the consultants
elected to terminate the trust and on May 24, 2010, 88,857 business consulting shares which were unallocated with respect to the payment of invoices as of the
termination were returned to the company and cancelled on the companys record books.During the three and nine month periods ended September 30, 2009, the company issued 264,321 and 595,376 business consultants shares of common stock valued at $179,000
and $460,150, respectively, to the trust to satisfy the payment of invoices submitted by the consultants for services rendered during such periods.[11]
    
    Commercializing Event Plan:On October 13, 2006, the board of directors adopted a Commercializing Event Plan (2006 Event Plan) designed to reward the companys directors, executives and certain
administrative personnel for the successful completion of one or more commercializing events. No payments were made under the 2006 Event Plan and the 2006 Event Plan was
terminated on October 31, 2007.On October 31, 2007, the board of directors adopted a new 2007 Commercializing Event Plan (the 2007 Event Plan). The 2007 Event Plan provides that upon the happening
of any commercializing event, each of the directors and executive officers of the company as well as certain management personnel shall be entitled to share equally in
6% of the gross amount derived or to be derived from the commercializing event transaction(s). Similarly, certain of the companys engineers are entitled to share
equally in 2% of such gross amount. The plan provides for payment to be made with the issuance of common shares.In order to actually receive payment under the 2007 Event Plan, each participant must be both a) employed by, a consultant to or associated with the company and b)
judged to be in good standing with the company at the time payment is made, all as determined by the board as of the date of the boards authorization of payments to
be made.During the three and nine month periods ended September 30, 2010, the company issued 0 and 32,077 common shares under the 2007 Event Plan and recorded charges of $0 and
$13,000, respectively. For the three and nine month periods ended September 30, 2009, the company issued 4,669 common shares under the 2007 Event Plan and recorded
charges of $14,000.
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The company accounts for the settlement of its compensation arrangements to non-employee consultants, directors, executives and certain administrative personnel with the
issuance of its business consulting shares under ASC 505-50 (previously known as: FASB Statement 123(R) Share Based Payment), provided that there are sufficient shares
under the business consultants plan. Under ASC 505-50, the company measures compensation arrangements at the fair value of the equity instruments issued. In the event that
there are insufficient shares available to settle the obligation, the company will follow the provisions of FASB ASC 815-40 (prior authoritative literature: EITF 00-19
Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys Own Stock). Under ASC 815-40, the company will record a liability
instrument for the resulting changes in fair value from the date due to the end of each reporting period until such liability is satisfied.In the fourth quarter of 2007, certain engineering consultants agreed to cancel 445,000 warrants issued in 2005 and 2006 in exchange for their participation in the 2007
Event Plan. The exchange of the warrants for the participation rights in a commercialization event did not result in an accounting charge. The warrants at the date of
the exchange were considered to have no value because the underlying condition for vesting the warrants was not satisfied. The company determined that the fair value of
the rights to be de minimis at the date of the exchange based on managements estimate (see Note: F [9]).On March 28, 2008, the board of directors approved the grant of an aggregate 195,000 common stock warrants exercisable until December 1, 2016 at $5.00 per share to two
engineering consultants in lieu of their participation in the 2007 Event Plan. The company valued the warrants at $249,000 using the Black-Scholes option/pricing model
and charged operations.
  NOTE G  Commitments and Other Matters
 [1]
    
    Consulting Agreements:
 [a]
    
    On February 6, 2009, the company signed a consulting agreement with
a strategic planning, government relations, marketing and public
relations firm to render consulting services for a one year period.
Under the agreement, the company is obligated to pay the consulting
firm $20,000 per month, except that, until the consultant has
assisted the company in securing an agreed-upon level of
governmental and /or private funding, the companys monthly
obligation is limited to $4,000. On February 19, 2010, the
agreement with the consulting firm was renewed for an additional
six months under the same terms. On August 19, 2010, this agreement
was terminated. No funding was obtained under the extended
agreement. All payments to the consulting firm were charged to
operations.[b]
    
    Effective July 1, 2010, the company engaged the services of a
consulting firm to provide expertise in local, state and federal
governmental relations, to advise the company with respect to media
relations, business development and in negotiating with industry
representatives. The company has agreed to pay the consultant an
annual retainer of $48,000 to be paid in quarterly installments of
$12,000 beginning July 1, 2010. The agreement is for a one year
term. During the three month period ended September 30, 2010, the
company issued 34,286 common shares and recorded a charge of
$12,000 for payment of the companys quarterly liability.[c]
    
    Effective July 1, 2010, the company engaged a consultant to provide the company with
assistance in the development of strategic plans, financial modeling, licensing agreements,
partnership agreements and general funding opportunities. The company has agreed to pay the
consultant an annual retainer equal to $34,500 to be paid in quarterly installments of $8,625
beginning July 1, 2010. The company also agreed to pay the consultant a commission equal to
4% of the value received by the company from third parties introduced by or through the
auspices of the consultant. The agreement is for a two year term.
 [2]
    
    Leases:The company leases a facility located at 1999 Mount Read Blvd.,
Rochester, New York. On April 29, 2008, the company executed a
five-year lease for the premises (with a December 1, 2007 lease
commencement date) which provides for rent to be paid at a rate of
$5,687 per month ($68,244 per annum) and in addition, for the payment
of the companys proportionate share of yearly real estate taxes and
yearly common area operating costs.
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Rental payments and certain other payments due to the landlord may be
paid in common shares of the company, based upon the closing price per
share on the 15th day of the calendar month immediately prior to the
date any installment payment of monthly rent or other payment is due
landlord.Rent expense for the three and nine months ended September 30, 2010
and 2009 was $15,000 and $44,000, and $15,000 and $45,000,
respectively. For the three and nine month periods ended September 30,
2010, the company issued 45,455 and 149,429 business consultant common
 shares in payment for rent. For the three and nine months ended
September 30, 2009, the company issued 16,974 and 100,654 business
consultant common shares in payment for rent.
 NOTE H  Litigation
    NOTE I  Royalty Agreement
  NOTE J  Subsequent Events
 [1]
    
    Effective October 4, 2010, the company appointed a new chief executive
officer and executed a five year employment agreement pursuant to
which the company will pay base compensation of $50,000 per annum,
which compensation increases to $200,000 per annum on the first day of
the calendar year immediately following the calendar year in which the
company has adjusted EBITDA of at least $300,000 (earnings before
interest, taxes, depreciation and amortization, but excluding all
non-cash expenses associated with stock options). Under the agreement,
the executive is entitled to a performance bonus based upon financial
targets established each year in good faith by the Governance and
Compensation Committee and the achievement of individual management
objectives established annually by such committee. The executive is
entitled to participate in all employee benefit plans as are provided
from time to time for senior executives. If the company terminates the
executive, removes him as CEO, or a change in control of the company
occurs, the executive is entitled to three years severance pay,
consisting of base pay and any incentive compensation. See Note F (5)
for a description of the stock option granted to the executive.
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##### Table of Contents



[2]
    
    The company sold 6,834,002 restricted common shares to raise
approximately $2,050,000 of gross proceeds in a non-brokered private
placement of its common stock at $.30 per common share. The offering
commenced on October 4, 2010 and was completed on October 14, 2010.
The offering price was based upon the average
trading price for the companys common stock during the thirty trading
days immediately preceding the commencement of the private placement.
The company expects to use the offering proceeds over the next twelve
months to fund its operations, including programs designed to
commercialize the companys technologies. As a result of the private
placement, the company anticipates that it will significantly reduce
the shares that it will need to issue during the next twelve months
for services rendered by consultants and other independent contractors
as has been its past practice. The company issued its shares in the
private placement in reliance on an exemption from registration under
section 4(2) of the Securities Act of 1933 and Regulation D
promulgated thereunder. These shares may not be offered or resold in
the United States absent registration or availability of an applicable
exemption from registration. Under Rule 144 of the Securities Act, the
 shares may be traded after a six month holding period from the date of
issuance.
 [3]
    
    Effective October 18, 2010, the company engaged a new chief financial
officer under a letter agreement dated October 18, 2010 pursuant to
which the company will pay annual compensation equal to $125,000, with
increases of $25,000 per annum effective April 1, 2011, October 1,
2011 and January 1, 2012. The executive also was granted an option
exercisable for 10 years to acquire 250,000 shares of the companys
common stock at $0.85 per share. The option vests and is exercisable
as follows: 62,500 options vest and are immediately exercisable upon
grant; 62,500 options vest and become exercisable on each of October
18, 2011, 2012 and 2013. If the company terminates the executive,
removes him as CFO, or a change in control of the company occurs, the
executive is entitled to 12 months severance pay.
 [4]
    
    Effective November 3, 2010, the companys board terminated the
Nonmanagement Directors Plan and the companys Commercializing Event
Plan.
 [5]
    
    On October 26, 2010, the company issued 164,187 shares of its common
stock to each of its board chairman and general counsel for services
rendered in connection with the engagement of the companys chief
executive officer.[6]
    
    At its meeting held on November 3, 2010, the companys board of
directors voted to grant each of three new directors and one existing
director a stock option for 250,000 common shares effective January 3,
2011 at an exercise price of $0.90 per share, as an incentive for
board services. Each option is conditioned upon the optionee serving
as a director and vests in four tranches of 62,500 shares on each of
the four anniversary dates of January 3, 2011. The optionee must
exercise each 62,500 tranche within two and one-half months following
the calendar year in which the tranche vests or lose the tranche. The
option grant is subject to the approval of the companys shareholders
at the next annual meeting.[7]
    
    Upon their retirements as members of the companys board of directors
effective October 15, 2010, two directors were each granted 50,000
common stock options exercisable for ten years at an exercise price of
$0.85 per share, equal to the closing price of the companys common
stock on the effective date. Upon his retirement as a member of the
companys board effective October 20, 2010, a director was granted
50,000 common stock options exercisable for ten years at an exercise
price of $1.07 per share, equal to the closing price of the companys
common stock on the effective date.
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##### Table of Contents



Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Torvec, Inc. (the company) was incorporated as a New York State business corporation in September 1996. The
company, which has not had any significant revenue producing operations and is in the development stage, has
developed technology for use in automotive applications. In September 1996, the company acquired numerous
patents, inventions and know-how contributed by Vernon E. Gleasman, James Y. Gleasman and Keith E. Gleasman (the
Gleasmans). The company has developed, is refining and intends to commercialize its technologies, presently
focusing on its IsoTorque® differential and its hydraulic pump.(a)
    
    Results of OperationsThe company did not generate revenue in the three and nine month periods ended September 30, 2010. Revenue for
the three and nine month periods ended September 30, 2009 was $0 and $175,000, respectively. The revenue
generated in 2009 was primarily due to the sale of a prototype Full Terrain Vehicle, which was a non- recurring
event. Gross profit for the three and nine month periods ended September 30, 2009 was $0 and $85,000,
respectively.Research and development expenses for the three month period ended September 30, 2010 amounted to $133,000 as
compared to $189,000 for the three month period ended September 30, 2009. Research and development expenses for
the nine month period ended September 30, 2010 amounted to $301,000 as compared to $418,000 for the nine month
period ended September 30, 2009. The decreases of $56,000 and $117,000 in the three and nine month comparatives,
respectively, are primarily due to lower personnel costs related to the retirement of Jim Gleasman in the first
quarter of 2010, as well as lower spending for supplies.General and administrative expense for the three month period ended September 30, 2010 amounted to $916,000
compared to $619,000 for the three month period ended September 30, 2009. General and administrative expenses
for the nine month period ended September 30, 2010 amounted to $2,263,000 as compared to $2,103,000 for the nine
month period ended September 30, 2009. The $297,000 increase in the third quarter comparative is mainly related
to non-cash stock compensation from stock option issuances to executives and higher legal costs. The $160,000
increase in the nine month comparative is mainly due to non-cash stock compensation costs, offset in part by
lower personnel costs related to the retirement of Jim Gleasman in the first quarter of 2010 (costs were
allocated between R&D and G&A) and decreased spending on consulting services.The loss from operations was $1,049,000 and $808,000 for the three months ended September 30, 2010 and 2009,
respectively. The loss from operations for the nine month periods ended September 30, 2010 and 2009 was
$2,564,000 and $2,436,000, respectively. Other income/(expense) for the three and nine month periods ended
September 30, 2010 was an expense of $31,000 and income of $1,898,000, respectively. The other expense in the
third quarter of 2010 primarily resulted from an accrual for a prepayment penalty on the companys convertible
note. Other income for the nine month period in 2010 was primarily due to the sale of the companys Ice
technology license to Ice Engineering LLC. There was $0 of other income for the comparative prior three and
nine month periods ended September 30, 2009. We reported an income tax benefit of $151,000 in both of the three
and nine month periods ended September 30, 2009 compared with $0 for in the same periods in 2010. The income
tax benefit in 2009 resulted from New York State R&D tax credits. Preferred stock dividends amounted to $72,000
and $73,000 in the third quarter of 2010 and 2009, respectively, and $156,000 and $234,000 for the nine month
periods ended September 30, 2010 and 2009, respectively.The net loss attributable to common stockholders for the three month period ended September 30, 2010 was
$1,152,000 as compared to a net loss for the three month period ended September 30, 2009 of $730,000. The nine
month period result for 2010 was a net loss of $822,000 compared to a net loss of $2,519,000 for the same nine
month period in 2009. The weighted average basic common shares outstanding amounted to 37,576,000 and 34,524,000 for the
third quarter of 2010 and 2009, respectively. The weighted average basic common shares outstanding for the nine month
periods ended September 30, 2010 and 2009 were 36,878,000 and 33,719,000, respectively. Basic net loss per share
for the three month periods ended September 30, 2010 and 2009 were $0.03 and $0.02, respectively. Basic net loss
per share for the nine month periods in 2010 and 2009 were $0.02 and $0.07, respectively.
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##### Table of Contents



(b)
    
    Liquidity and Capital ResourcesThe companys business activities during the nine month periods ended September 30, 2010 were funded principally
through the receipt of $1,100,000 in settlement of litigation with Ice Engineering, LLC, the receipt of
approximately $103,000 representing New York State corporation income tax refundable credits, recognized in
prior years, allocable to certain research and development expenses incurred in the 2008 tax year, and the
receipt of approximately $127,000 from the sale of 404,167 restricted common shares to accredited investors.For the nine month periods ended September 30, 2010 and 2009, net cash used in operating activities was
$1,203,000 and $425,000, respectively. The increase of $778,000 was due primarily to an increased availability
of cash to pay consultants and service providers in 2010 compared with payments made through the issuance of
common shares in 2009.For the nine month periods ended September 30, 2010 and 2009, cash provided by investing activities amounted to
$1,124,000 and $0, respectively. This increase was due to the receipt of $1,100,000 pertaining to the settlement
of litigation with Ice Engineering, LLC.For the nine month periods ended September 30, 2010 and 2009, cash provided by financing activities amounted to
$155,000 and $203,000, respectively. This decrease was due primarily to lesser proceeds from common stock
issuances.For the nine month period ended September 30, 2010 and 2009, the company issued 1,548,367 and 1,543,256 common
 shares to business consultants under the Business Consultants Stock Plan in exchange for ongoing business
advisory services, engineering services, legal fees, including patent services, internal accounting services and
other corporate services. As of September 30, 2010, 4,950,472 shares are available for future issuances under
the Business Consultants Stock Plan.For the period from September 1996 (inception) through September 30, 2010, the company has accumulated a deficit
of $53,879,000, and at September 30, 2010 has a working capital deficit of $717,000 and stockholders capital
deficit of $550,000. The company has been dependent upon equity financing and advances from stockholders to meet
its obligations and sustain operations. The companys efforts are principally devoted to the ongoing refining of
its technologies and commercializing its products. In
October 2010, the company raised approximately $2,050,000 in a private equity
offering through the issuance of 6,834,002 common shares at a price of $0.30 per share. Management believes that based upon its current cash position
and its projected cash flows from its business operations and access to capital markets, the company will be
able to meet its anticipated cash requirements through September 30, 2011. However, if adequate funds are not
available, the company may need to downsize operations, incur debt or raise additional capital. There can be no
assurance that the company will be successful in raising additional capital or incur debt when needed on terms
acceptable to the company.(c)
    
    Critical Accounting PoliciesRevenue Recognition:The companys terms provided that customers are obligated to pay for products sold to them within a specified
number of days from the date that title to the products is transferred to the customers. The companys standard
terms are typically net 30 days. The company recognizes revenue when transfer of title occurs and risk of
ownership passes to a customer at the time of shipment or delivery depending on the terms of the agreement with
a particular customer. The sale price of the companys products is substantially fixed and determinable at the
date of the sale based upon purchase orders generated by a customer and accepted by the company. To the extent
that collectability of the receivable is not assured, the company follows the cost recovery approach.
Accordingly, amounts collected will be accounted for as a reduction of costs.
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##### Table of Contents



Share-based Payments:The company accounts for the settlement of its commission arrangements to non-employee consultants, directors,
executives and certain administrative personnel with the issuance of its business consulting shares under ASC
505 (Previously known as FASB Statement 123® Share Based Payment), provided that there are
sufficient shares available under the business consulting plan. Under ASC 505, the company measures commission
arrangements at the fair value of the equity instruments issued. In the event that there are insufficient shares
available to settle the obligation, the company will follow the provisions of ASC 815-40 (Previously known as:
EITF 00-19 Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Companys
Own Stock). Under ASC 815-40, the company will record a liability instrument for the resulting changes in fair
value from the date due to the end of each reporting period until such liability is satisfied.Recent Accounting Pronouncements:See Note B [9] of the Notes to the Condensed Consolidated Financial Statements in Part I, Item 1 herein for a
discussion of the impact of the recent accounting standards.(d)
    
    Impact of InflationInflation has not significantly impacted the companys operations during the three and nine month periods ended
September 30, 2010.(e)
    
    Quarterly FluctuationsAs of September 30, 2010 and 2009, the company had not engaged in substantial revenue producing operations. Once
the company actually commences significant revenue producing operations, the companys operating results may
fluctuate significantly from period to period as a result of a variety of factors, including purchasing patterns
of consumers, the length of the companys sales cycle to key customers and distributors, the timing of the
introduction of new products and product enhancements by the company and its competitors, technological factors,
variations in sales by product and distribution channel, product returns, and competitive pricing. Consequently,
once the company actually commences significant revenue producing operations, the companys product revenues may
vary significantly by quarter and the companys operating results may experience significant fluctuations.
 
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 Item 4. CONTROLS AND PROCEDURES
 Disclosure controls and procedures
 Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
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##### Table of Contents



Internal Control over Financial Reporting  Guidance for Smaller
Public Companies
    Remediation of Material Weaknesses in Internal Control over Financial Reporting
  a)
    
    Income Tax Disclosures  Management is in the process of working with
its external tax consultant to increase the amount of oversight in
regard to the tax disclosure and the related components. With the
October 2010 appointment of a CFO for the company, management believes
that this material weakness will be remediated for its year-end 2010
reporting.b)
    
    Accounting for Equity Transactions  The internal control has been
modified so that price protection is no longer being provided to the
companys consultants. The Compensation and Governance Committee has
reviewed this policy and it is managements assessment that this
material weakness has been resolved.c)
    
    Preparation of the Financial Statements  Management is in the process
of working with its consultant to increase the amount of oversight in
regard to financial statement preparation. The company has recently
appointed a CFO, with more than ten years of experience as a chief
financial officer for another public company, who will help to provide
added oversight and control in the financial statement preparation
process.
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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
 
  
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
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##### Table of Contents



Item 6. Exhibits
   2.1
    
    
    Agreement and Plan
of Merger, dated
November 29, 2000
by and among Torvec
Subsidiary
Corporation,
Torvec, Inc., UTEK
Corporation and ICE
Surface
Development, Inc.
incorporated by
reference to
Form 8-K filed
November 30, 2000
and Form 8K/A filed
February 12, 2001.
  3.1
    
    
    Certificate of
Incorporation,
incorporated by
reference to
Form 10-SB/A,
Registration
Statement,
registering
Companys $.01 par
value common stock
under section 12(g)
of the Securities
Exchange Act of
1934;3.2
    
    
    Certificate of
Amendment to the
Certificate of
Incorporation dated
August 30, 2000,
incorporated by
reference to
Form SB-2 filed
October 19, 2000;3.3
    
    
    Certificate of
Correction dated
March 22, 2002,
incorporated by
reference to
Form 10-KSB filed
for fiscal year
ended December 31,
2002;3.4
    
    
    By-laws, as amended
by shareholders on
January 24, 2002,
incorporated by
reference to
Form 10-KSB filed
for fiscal year
ended December 31,
2002;3.5
    
    
    Certification of
Amendment to the
Certificate of
Incorporation dated
October 21, 2004
setting forth terms
and conditions of
Class B Preferred,
incorporated by
reference to
Form 10-QSB filed
for fiscal quarter
ended March 31,
2004.3.6
    
    
    Certificate of
Amendment to the
Certificate of
Incorporation dated
January 26, 2008
increasing the
authorized common
shares from
40,000,000 to
400,000,000 common
shares,
incorporated by
reference to annual
report (Form 10-K)
filed for the
calendar year ended
December 31, 2006.
      10.1
    
    
    Certain Employment Agreements, Consulting Agreements, certain
assignments of patents, patent properties, technology and
know-how to the Company, Neri Service and Space Agreement and
Ford Motor Company Agreement and Extension of Term, all
incorporated by reference to Form 10-SB/A, Registration
Statement, registering Companys $.01 par value common stock
under section 12(g) of the Securities Exchange Act of 1934;10.2
    
    
    The Companys 1998 Stock Option Plan and related Stock Options
Agreements, incorporated by reference to Form S-8, Registration
Statement, registering 2,000,000 shares of the Companys $.01
par value common stock reserved for issuance thereunder,
effective December 17, 1998;
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##### Table of Contents



10.3
    
    
    The Companys Business Consultants Stock Plan, incorporated by
reference to Form S-8, Registration Statement, registering
200,000 shares of the Companys $.01 par value common stock
reserved for issuance thereunder, effective September11, 1999,
as amended by reference to Form S-8 Registration Statements
registering an additional 200,000, 200,000, 100,000, 800,000,
250,000, 250,000, 350,000, 250,000, 2,500,000, 5,000,000 and
5,000,000 shares of the Companys $.01 par value common stock
reserved for issuance thereunder, effective October 5, 2000,
November 7, 2001, December 21, 2001, February 1, 2002,
November 12, 2002, January 22, 2003, May 23, 2003, November 26,
2003, April 20, 2004, October 13, 2006 and April 1, 2010,
respectively.10.4
    
    
    Termination of Neri Service and Space Agreement dated
August 31, 1999, incorporated by reference to Form 10-QSB filed
for the quarter ended March 31, 1999;10.5
    
    
    Operating Agreement of Variable Gear, LLC dated September28,
2000, incorporated by reference to Form 10-QSB filed for the
quarter ended March 31, 2000;10.6
    
    
    License Agreement between Torvec, Inc. and Variable Gear, LLC
dated September28, 2000, incorporated by reference to Form SB-2
filed October 19, 2000;10.7
    
    
    Investment Agreement with Swartz Private Equity, LLC dated
September 5, 2000, together with attachments thereto,
incorporated by reference to Form 8-K filed October 2, 2000;10.8
    
    
    Extension of and Amendment to Consulting Agreement with James
A. Gleasman, incorporated by reference to Form 10-KSB filed for
the fiscal year ended December 31, 2000;10.9
    
    
    Extension of and Amendment to Consulting Agreement with Keith
E. Gleasman, incorporated by reference to Form 10-KSB filed for
the fiscal year ended December 31, 2000;10.10
    
    
    Extension of and Amendment to Consulting Agreement with Vernon
E. Gleasman, incorporated by reference to Form 10-KSB filed for
the fiscal year ended December 31, 2000;10.11
    
    
    Option and Consulting Agreement with Marquis Capital, LLC dated
February 10, 1999, incorporated by reference to Form 10-QSB
filed for quarter ended March 31, 2001;10.12
    
    
    Option and Consulting Agreement with PMC Direct Corp., dated
February 10, 1999, incorporated by reference to Form 10-QSB
filed for quarter ended March 31, 2001;10.13
    
    
    Investment Banking Services Agreement with Swartz Institutional
Finance (Dunwoody Brokerage Services, Inc.) dated December 8,
2000, incorporated by reference to Form 10-QSB filed for
quarter ended March 31, 2001;10.14
    
    
    Employment Agreement with Michael Martindale, Chief Executive
Officer, dated August 1, 2001, incorporated by reference to
Form 10-QSB filed for fiscal quarter ended March 31, 2001;10.15
    
    
    Employment Agreement with Jacob H. Brooks, Chief Operating
Officer, dated August 1, 2001, incorporated by reference to
Form 10-QSB filed for fiscal quarter ended March 31, 2001;10.16
    
    
    Employment Agreement with David K. Marshall, Vice-President of
Manufacturing, dated September 1, 2001, incorporated by
reference to Form 10-QSB filed for fiscal quarter ended
March 31, 2001;10.17
    
    
    Investment Banking Services Agreement with Swartz Institutional
Finance (Dunwoody Brokerage Services, Inc.), as amended, dated
October 23, 2001, incorporated by reference to Form 10-QSB
filed for fiscal quarter ended March 31, 2001;10.18
    
    
    Stock Option Agreement with Samuel Bronsky, Chief Financial and
Accounting Officer, dated August 28, 2001, incorporated by
reference to Form 10-QSB filed for fiscal quarter ended
March 31, 2001;10.19
    
    
    Pittsford Capital Group, LLC Agreement dated January 30, 2002,
incorporated by reference to Form 10-KSB filed for fiscal year
ended December 31, 2001;10.20
    
    
    Gleasman-Steenburgh Indemnification Agreement dated April 9,
2002, incorporated by reference to Form 10-KSB filed for fiscal
year ended December 31, 2001;10.21
    
    
    Series B Warrant dated April 10, 2002, incorporated by
reference to Form 10-KSB filed for fiscal year ended
December 31, 2001;
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##### Table of Contents



10.22
    
    
    Billow Butler & Company, LLC investment banking engagement
letter dated October 1, 2003, incorporated by reference to
Form 10-QSB filed for fiscal quarter ended March 31, 2003;10.23
    
    
    Letter of Acknowledgement and Agreement with U.S. Environmental
Protection Agency dated February 4, 2004, incorporated by
reference to Form 10-KSB filed for fiscal year ended
December 31, 2003;10.24
    
    
    Letter Agreement with CXO on the GO, L.L.C. dated February 20,
2004, incorporated by reference to Form 10-KSB filed for fiscal
year ended December 31, 2003;10.25
    
    
    Letter Amendment with CXO on the GO, L.L.C. dated February 23,
2004, incorporated by reference to Form 10-KSB filed for fiscal
year ended December 31, 2003;10.26
    
    
    Lease Agreement for premises at Powder Mills Office Park, 1169
Pittsford-Victor Road, Suite 125, Pittsford, New York 14534,
dated July 16, 2004; incorporated by reference to Form 10-QSB
filed for fiscal quarter ended March 31, 2004;10.27
    
    
    Lease Agreement for testing facility and Mustang dynamometer,
dated July 21, 2004; incorporated by reference to Form 10-QSB
filed for fiscal quarter ended March 31, 2004;10.28
    
    
    Advisory Agreement with PNB Consulting, LLC, 970 Peachtree
Industrial Blvd., Suite 303, Suwanee, Georgia 30024;
incorporated by reference to Form 10-QSB filed for fiscal
quarter ended March 31, 2004;10.29
    
    
    Agreement between Torvec and ZT Technologies, Inc. dated
July 21, 2004, incorporated by reference to Form 10-QSB filed
for fiscal quarter ended March 31, 2004;10.30
    
    
    Assignment and Assumption of Lease between William J. Green and
Ronald J. Green and Torvec, Inc. effective as of December 31,
2004, incorporated by reference to Form 10-KSB filed for fiscal
year ended December 31, 2004;10.31
    
    
    Bill of Sale between Dynamx, Inc. and Torvec, Inc. for
equipment and machinery, incorporated by reference to
Form 10-KSB filed for fiscal year ended December 31, 2004;10.32
    
    
    Lease and Services Agreement between Robert C. Horton as
Landlord and Torvec, Inc. as Tenant dated March 18, 2005,
incorporated by reference to Form 10-KSB filed for fiscal year
ended December 31, 2004;10.33
    
    
    Settlement Agreement and Mutual Release between Torvec, Inc.
and ZT Technologies, Inc. dated March 29, 2005, incorporated by
reference to Form 10-QSB filed for fiscal quarter ended
March 31, 2005;10.34
    
    
    Advisory Agreement between Robert C. Horton and Torvec, Inc.
dated February 15, 2005, incorporated by reference to
Form 10-QSB filed for fiscal quarter ended March 31, 2005;10.35
    
    
    Lease and Services Agreement between Dennis J. Trask as
Landlord and Torvec, Inc. as Tenant dated April 18, 2005,
incorporated by reference to Form 10-QSB filed for fiscal
quarter ended March 31, 2005;10.36
    
    
    Consulting Agreement with Matthew R. Wrona, dated March 31,
2005, incorporated by reference to Form 10-QSB filed for fiscal
quarter ended March 31, 2005;10.37
    
    
    Option Agreement between Matthew R. Wrona and Torvec, Inc.
dated March 31, 2005, incorporated by reference to Form 10-QSB
filed for fiscal quarter ended March 31, 2005;10.38
    
    
    Trust Agreement between Matthew R. Wrona, Donald Gabel,
Lawrence Clark, Steven Urbanik, Floyd G. Cady, Jr., and Michael
Pomponi as Grantors and Richard B. Sullivan as Trustee, dated
September 22, 2005, incorporated by reference to Form 10-QSB
filed for fiscal quarter ended March 31, 2005;10.39
    
    
    Consultant Agreement with Floyd G. Cady, Jr., dated October 1,
2005, incorporated by reference to Form 10-QSB filed for fiscal
quarter ended March 31, 2005;
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##### Table of Contents



10.40
    
    
    Consultant Agreement with Lawrence W. Clark, dated October 1,
2005, incorporated by reference to Form 10-QSB filed for fiscal
quarter ended March 31, 2005;
 10.41
    
    
    Consultant Agreement with Donald W. Gabel,
dated October 1, 2005, incorporated by
reference to Form 10-QSB filed for fiscal
quarter ended March 31, 2005;10.42
    
    
    Consultant Agreement with Michael A.
Pomponi, dated October 1, 2005, incorporated
by reference to Form 10-QSB filed for fiscal
quarter ended March 31, 2005;10.43
    
    
    Consultant Agreement with Steven Urbanik,
dated October 1, 2005, incorporated by
reference to Form 10-QSB filed for fiscal
quarter ended March 31, 2005;10.44
    
    
    Consultant Agreement with Kiwee Johnson,
dated March 31, 2005, incorporated by
reference to Form 10-QSB filed for fiscal
quarter ended March 31, 2005;10.45
    
    
    Confidentiality Agreement with Joseph B.
Rizzo, dated October 24, 2005, incorporated
by reference to Form 10-QSB filed for fiscal
quarter ended March 31, 2005.10.46
    
    
    Minutes of meeting Board of Directors
Torvec, Inc., held October 19, 2004,
creating the non-management directors plan,
incorporated by reference to Form 10-KSB
filed for the fiscal year ended December 31,
2006.10.47
    
    
    Excerpts from minutes of the meeting of
Board of Directors Torvec, Inc., adopting
changes to the non-management directors plan
creating, a commercialized event plan,
approving an increase in shares to be issued
under business consulting plan and adopting
recommendation that shareholders increase
number of authorized common shares from
40,000,000 to 400,000,000 common shares,
incorporated by reference to Form 8-K filed
on October 16, 2006.10.48
    
    
    Order of Supreme Court of the State of New
York with respect to litigation between the
company and a management consulting firm,
incorporated by reference to Form 8-K filed
on September20, 2006;10.49
    
    
    Letter agreement with American Continental
Group, LLC, executed on October 22, 2006,
incorporated by reference to Form 8-K filed
on October 30, 2006;10.50
    
    
    New York State School Bus Proposal
incorporated by reference to Form 10-Q filed
for quarter ended March 31, 2006;10.51
    
    
    Order of Supreme Court of the State of New
York directing the Monroe County Clerk to
release back to the company 40,000 common
shares and 245,000 common stock warrants
issued to a management consulting firm with
which the company is in litigation and held
in escrow by such Clerk by virtue of a
previous court order and directing the
return to the company of a $250,000 (less
administrative fee) undertaking deposited
with the Monroe County Treasurer in
connection with the same litigation,
incorporated by reference to Form 10-Q filed
for the quarter ended March 31, 2008;10.52
    
    
    License Assignment and Transfer Agreement by
and between Ice Engineering, LLC and Torvec,
Inc. made effective September15, 2008
assigning license granted by Dartmouth
College with respect to ice technology from
Torvec to Ice Engineering, incorporated by
reference to Form 8-K filed on July 18,
2008.10.53
    
    
    License Agreement by and between High
Density Powertrain and Torvec, Inc. dated
December 12, 2008, incorporated by reference
to current report (Form 8-K) filed
December 14, 2008;10.54
    
    
    Consulting Agreement by and between Clifford
Carlson and Torvec, Inc. dated December 12,
2008, incorporated by reference to current
report (Form 8-K) filed December 14, 2008;10.55
    
    
    Minutes of meeting of Governance and
Compensation Committee dated February 19,
2008 establishing compensation for the
companys president and chief executive
officer and amending the companys
commercializing event plan, incorporated by
reference to annual report (Form 10-K) filed
for year ended December 31, 2007;
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##### Table of Contents



10.56
    
    
    Consulting Agreement by and between Capital
Campaigns, Inc. and Torvec, Inc., dated
February 6, 2009, incorporated by reference
to annual report (Form 10-K) filed for the
year ended December 31, 2008;10.57
    
    
    Settlement and Release Agreement by and
between CXO on the Go of Delaware, LLC et.
al and Torvec, Inc. et. al., dated March 6,
2009, incorporated by reference to annual
report (Form 10-K) filed for the year ended
December 31,2008;10.58
    
    
    Memorandum of Understanding between
Rochester Institute of Technology and
Torvec, inc. dated as of July 31,2010,
incorporated by reference to current report
(Form 8-K) filed August 6, 2009;10.59
    
    
    Prototype Agreement between Eastern Mining &
Industrial Supply and Torvec, Inc. dated as
of November 11, 2009, incorporated by
reference to current report (Form 8-K) filed
November 18, 2009;10.60
    
    
    Agreement between Rochester Institute of
Technologys Center for Integrated
Manufacturing Studies and Torvec, inc. dated
as of October 6, 2009, incorporated by
reference to current report (Form 8-K) filed
November 18, 2009;10.61
    
    
    Resignation letter of James Y. Gleasman as
chief executive officer, interim chief
financial officer and director dated
March 5, 2010, incorporated by reference to
current report (Form 8-K) filed March 5,
2010;10.62
    
    
    Corporate Sponsorship Agreement between
Phoenix Performance, Inc. and Torvec, inc.
dated as of May 18, 2010, incorporated by
reference to current report (Form 8-K) filed
May 26, 2010;
 10.63
    
    
    Operating Agreement of Torvec-China, LLC dated as of September11, 2010, incorporated by
reference to current report (Form 8-K) filed September16, 2010;10.64
    
    
    Exclusive Marketing Agreement between Torvec, inc. and Torvec-China, LLC dated as of
September11, 2010, incorporated by reference to current report (Form 8-K) filed September16,
2010;10.65
    
    
    Sales and Marketing Agreement between Torvec-China, LLC and Across-China (USA), Inc. dated as
of September11, 2010, incorporated by reference to current report (Form 8-K) filed September16,
2010;10.66
    
    
    Convertible Promissory Note issued by Torvec, Inc. to Asher Enterprises, Inc. dated as of
July 2, 2010, incorporated by reference to current report (Form 8-K) filed July 20, 2010;10.67
    
    
    Securities Purchase Agreement between Asher Enterprises, Inc. and Torvec, Inc. dated as of
July 2, 2010, incorporated by reference to current report (Form 8-K) filed July 20, 2010;10.68
    
    
    Stock Option Agreement dated September 30, 2010 between the company and Richard A. Kaplan,
incorporated by reference to current report (Form 8-K) filed October 6, 2010;10.69
    
    
    Employment Agreement dated October 4, 2010 between the company and Richard A. Kaplan,
incorporated by reference to current report (Form 8-K) filed October 6, 2010;10.70
    
    
    Letter Agreement dated October 18, 2010 between the company and
Robert W. Fishback, incorporated by reference to current report
(Form 8-K) filed October 22, 2010;10.71
    
    

Stock Option Agreement dated October 18, 2010 between the company and Robert W. Fishback, incorporated by reference to current report (Form 8-K) filed October 22, 2010.11
    
    
    Statement regarding computation of per share earnings (loss)Not applicable
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##### Table of Contents



14
    
    
    Code of Ethics16
    
    
    Letter on change in certifying accountantNone18
    
    
    Letter regarding change in accounting principlesNone20
    
    
    Other documents or statements to security holdersNone21
    
    
    Subsidiaries of the registrantIce Surface Development, Inc. (New York)Iso-Torque Corporation (New York)IVT Diesel Corp. (New York)Variable Gear, LLC (New York)Torvec-China, LLC(New York)22
    
    
    Published report regarding matters submitted to vote of security holdersNone23
    
    
    Consents of experts and counsel24
    
    
    Power of attorneyNone31.1
    
    
    Rule 13(a)-14(a)/15(d)-14(a) Certifications 

Filed herewith32
    
    
    Section 1350 Certifications 


Filed herewith99
    
    
    Additional exhibitsNone
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##### Table of Contents



SIGNATURES
  TORVEC, INC.Date: November 15, 2010By:
    
    /s/ Richard A. Kaplan

Richard A. Kaplan
Chief Executive Officer
  Date: November 15, 2010By:
    
    /s/ Richard A. Kaplan

Richard A. Kaplan 
Chief Executive OfficerDate: November 15, 2010By:
    
    /s/ Robert W. FishbackRobert W. Fishback 

Chief Financial Officer
 
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##### Table of Contents



EXHIBIT INDEX
 (31.1
    )
    
    Rule 13(a)-14(a)/15(d)-14(a) Certifications(32
    )
    
    Section 1350 Certifications
  33