##### 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 March 31, 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 
incorporation or organization)
    
    16-1509512
(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:
 practicable date:
 Number of Shares Outstanding atClass
    
    May 17, 2010Common Stock, $.01 par value
    
    36,817,617




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##### 



INDEX
 PAGEPART I  FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Condensed Consolidated Balance Sheets  March 31, 2010
(Unaudited) and December 31, 2009
    
    
    3Condensed Consolidated Statements of OperationsThree months
Ended March 31, 2010 and 2009 and September 25, 1996 (Inception)
through March 31, 2010 (Unaudited)
    
    
    4Condensed Consolidated Statements of Cash Flows  Three months
Ended March 31, 2010 and 2009 and September 25, 1996 (Inception)
through March 31, 2010 (Unaudited)
    
    
    5Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    6-17Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    18-21Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    21Item 4. Controls and Procedures
    
    
    21PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    23Item 1A. Risk Factors
    
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 3. Defaults Upon Senior Securities
    
    
    24Item 4. Submission of Matters to a Vote of Security Holders
    
    
    24Item 5. Other Information
    
    
    24Item 6. Exhibits
    
    
    25-29SIGNATURE PAGE
    
    
    30EXHIBIT INDEX
    
    
    30Exhibit 31.1Exhibit 32
   2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1.
    
    FINANCIAL STATEMENTS
 
 
  March 31, 2010
    
    
    December 31, 2009(Unaudited)ASSETSCurrent assets:Cash
    
    $
    757,000
    
    
    $
    41,000Prepaid expenses and other receivables
    
    
    8,000
    
    
    
    111,000Total current assets
    
    
    765,000
    
    
    
    152,000Property and Equipment:Office equipment
    
    
    68,000
    
    
    
    68,000Shop equipment
    
    
    139,000
    
    
    
    139,000Leasehold improvements
    
    
    213,000
    
    
    
    213,000Transportation equipment
    
    
    106,000
    
    
    
    106,000526,000
    
    
    
    526,000Less accumulated depreciation and
amortization
    
    
    (314,000
    )
    
    
    (299,000
    )Net property and equipment
    
    
    212,000
    
    
    
    227,000Total Assets
    
    $
    977,000
    
    
    $
    379,000LIABILITIESCurrent liabilities:Notes payable, current portion
    
    $
    15,000
    
    
    $
    20,000Accounts payable
    
    
    214,000
    
    
    
    255,000Accrued liabilities
    
    
    368,000
    
    
    
    451,000Due to related party
    
    
    11,000
    
    
    
    22,000Deferred income
    
    
    28,000
    
    
    
    828,000Total current liabilities
    
    
    636,000
    
    
    
    1,576,000Deferred rent expense
    
    
    25,000
    
    
    
    29,000Notes payable, net of current portion
    
    
    8,000
    
    
    
    9,000Total liabilities
    
    $
    669,000
    
    
    $
    1,614,000Commitments and contingencies (Note F)STOCKHOLDERS CAPITAL EQUITY (DEFICIT)Preferred 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,
March 31, 2010 and December
31, 2009: 655,851 and 655,851 shares
issued and outstanding,
respectively (liquidation
preference $3,907,076 and $3,841,491,
respectively)300,000 designated as Class B,
Non-voting , convertible, cumulative
dividend $.50 per share, per annum,
March 31, 2010 and
December 31, 2009: 77,500
and 77,500 shares issued
and outstanding, respectively
(liquidation preference
$562,483 and $552,795,respectively)
    
    
    7,000
    
    
    
    7,000Common stock, $.01 par value,
405,000,000 shares authorized,
36,480,367 and 35,811,192
issued and outstanding, at
March 31, 2010 and
December 31, 2009, respectively
    
    
    365,000
    
    
    
    358,000Additional paid-in capital
    
    
    52,098,000
    
    
    
    51,613,000Deficit accumulated during the
development stage
    
    
    (52,162,000
    )
    
    
    (53,213,000
    )Total Torvec, Inc. Stockholders
Capital Equity (Deficit)
    
    
    308,000
    
    
    
    (1,235,000
    )Noncontrolling Interest of Subsidiary
    
    
    
    
    
    
    Total Stockholders Capital
Equity (Deficit)
    
    
    308,000
    
    
    
    (1,235,000
    )Total Liabilities and Stockholders Capital
Equity (Deficit)
    
    $
    977,000
    
    
    $
    379,000
 See notes to condensed consolidated financial statements.
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September 25, 1996Three Months ended
    
    
    Three Months ended
    
    
    (Inception) throughMarch 31, 2010
    
    
    March 31, 2009
    
    
    March 31, 2010Revenue
    
    $
    
    
    
    $
    175,000
    
    
    $
    422,000Cost of Goods Sold
    
    
    
    
    
    
    90,000
    
    
    
    315,000Gross Profit
    
    
    
    
    
    
    85,000
    
    
    
    107,000Costs and expensesResearch and development
    
    
    101,000
    
    
    
    101,000
    
    
    
    15,956,000General and administrative
    
    
    748,000
    
    
    
    683,000
    
    
    
    40,601,000Asset impairments
    
    
    
    
    
    
    
    
    
    
    1,071,000Loss from operations
    
    $
    (849,000
    )
    
    $
    (699,000
    )
    
    $
    (57,521,000
    )Reversal of liability on
cancellation of debt
    
    
    
    
    
    
    
    
    
    
    1,541,000Other Income
    
    
    1,900,000
    
    
    
    
    
    
    
    2,160,000Income (Loss) Before Income Tax
Benefits
    
    $
    1,051,000
    
    
    $
    (699,000
    )
    
    $
    (53,820,000
    )Income tax benefits
    
    
    
    
    
    
    
    
    
    
    386,000Net Income (Loss)
    
    $
    1,051,000
    
    
    $
    (699,000
    )
    
    $
    (53,434,000
    )Net loss attributable to
non-controlling interest in
consolidated subsidiary
    
    
    
    
    
    
    
    
    
    
    1,272,000Net Income (Loss) attributable
to Torvec, Inc
    
    $
    1,051,000
    
    
    $
    (699,000
    )
    
    $
    (52,162,000
    )Preferred stock beneficial
conversion feature
    
    
    
    
    
    
    
    
    
    
    763,000Preferred stock dividends
    
    
    75,000
    
    
    
    83,000
    
    
    
    1,480,000Net Income (Loss) attributable
to common stockholders
    
    $
    976,000
    
    
    $
    (782,000
    )
    
    $
    (54,405,000
    )Basic and Diluted net income
(loss) attributable to common
stock per share
    
    
    0.03
    
    
    
    (0.02
    )Weighted average number of
shares ofCommon stock, Basic
    
    
    36,171,000
    
    
    
    39,982,000Common stock, Diluted
    
    
    36,243,000
    
    
    
    39,982,000
 See notes to condensed consolidated financial statements.
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September 25,1996(Inception)Three months Ended
    
    
    ThroughMarch 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010Cash flows from operating activities:Net income (loss)
    
    $
    1,051,000
    
    
    $
    (699,000
    )
    
    $
    (53,434,000
    )Adjustments to reconcile net loss to net cash used in
operating activities:Depreciation and amortization
    
    
    15,000
    
    
    
    16,000
    
    
    
    2,527,000Change in accrued taxes
    
    
    51,000
    
    
    
    
    
    
    
    228,000Loss on impairment of license
    
    
    
    
    
    
    
    
    
    
    1,071,000Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    19,000Gain on sale of fixed assets
    
    
    
    
    
    
    
    
    
    
    (10,000
    )Compensation expense attributable to common stock in subsidiary
    
    
    
    
    
    
    
    
    
    
    619,000Common stock issued for services
    
    
    217,000
    
    
    
    263,000
    
    
    
    14,729,000Warrants issued for services
    
    
    45,000
    
    
    
    
    
    
    
    294,000Shares issued for future consulting services
    
    
    
    
    
    
    
    
    
    
    103,000Stockholder contribution of services
    
    
    136,000
    
    
    
    
    
    
    
    3,745,000Gain on cancellation of debt
    
    
    
    
    
    
    
    
    
    
    (1,541,000
    )Contribution to Capital, Ford Truck
    
    
    
    
    
    
    
    
    
    
    16,000Common Stock Issued in connection with Commercializing Event
    
    
    13,000
    
    
    
    
    
    
    
    63,000Compensatory common stock, options and warrants
    
    
    41,000
    
    
    
    41,000
    
    
    
    17,917,000Gain from sale of Ice Engineering License
    
    
    (1,900,000
    )
    
    
    
    
    
    
    (1,900,000
    )Changes in:Accounts Receivable
    
    
    
    
    
    
    (175,000
    )
    
    
    Prepaid expenses and other receivables
    
    
    103,000
    
    
    
    
    
    
    
    153,000Deferred Revenue
    
    
    
    
    
    
    
    
    
    
    (63,000
    )Deferred rent
    
    
    (4,000
    )
    
    
    (3,000
    )
    
    
    25,000Accounts payable and accrued expenses
    
    
    (140,000
    )
    
    
    381,000
    
    
    
    4,104,000Due to a related party
    
    
    (11,000
    )
    
    
    
    
    
    
    11,000Net cash used in operating activities
    
    
    (383,000
    )
    
    
    (176,000
    )
    
    
    (11,324,000
    )Cash flows from investing activities:Purchase of property and equipment
    
    
    
    
    
    
    
    
    
    
    (360,000
    )Cost of acquisition
    
    
    
    
    
    
    
    
    
    
    (16,000
    )Proceeds from sale of license
    
    
    1,100,000
    
    
    
    
    
    
    
    1,900,000Proceeds from sale of fixed asset
    
    
    
    
    
    
    
    
    
    
    10,000Net cash provided by investing activities
    
    
    1,100,000
    
    
    
    
    
    
    
    1,534,000Cash flows from financing activities:Net proceeds from sales of common stock and upon exercise of
options and warrants
    
    
    5,000
    
    
    
    
    
    
    
    7,039,000Net proceeds from sales of preferred stock
    
    
    
    
    
    
    
    
    
    
    3,537,000Net proceeds from sale of subsidiary stock
    
    
    
    
    
    
    
    
    
    
    234,000Proceeds from long  term borrowings
    
    
    
    
    
    
    
    
    
    
    85,000Repayments of long  term debt
    
    
    (6,000
    )
    
    
    (4,000
    )
    
    
    (86,000
    )Proceeds from stockholders loan and advances
    
    
    
    
    
    
    
    
    
    
    250,000Repayment of stockholders loan and advances
    
    
    
    
    
    
    
    
    
    
    (147,000
    )Distributions
    
    
    
    
    
    
    
    
    
    
    (365,000
    )Net cash (used in) provided by financing activities
    
    
    (1,000
    )
    
    
    (4,000
    )
    
    
    10,547,000Net increase (decrease) in cash
    
    
    716,000
    
    
    
    (180,000
    )
    
    
    757,000Cash at beginning of period
    
    
    41,000
    
    
    
    304,000
    
    
    
    Cash at end of period
    
    $
    757,000
    
    
    $
    124,000
    
    
    $
    757,000Supplemental Disclosures:Interest paid
    
    $
    1,000
    
    
    $
    1,000
    
    
    $
    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 non-controlling 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 payable netted against receivable
    
    
    
    
    
    
    
    
    
    
    91,000Common stock issued in settlement of Patent expense
    
    
    
    
    
    
    
    
    
    
    117,000Issuance of common stock as payment for Preferred A and B
dividends
    
    
    
    
    
    
    
    
    
    
    76,683
 See notes to condensed consolidated financial statements.
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NOTE A  The Company and Basis of Presentation
 The interim information contained herein with respect to the three month periods ended March 31,
2010 and 2009 and the period from September 25, 1996 (inception) through March 31, 2010 has not
been audited but was prepared in conformity with generally accepted accounting principles for
interim financial information and instructions for Form 10-Q. Accordingly, the condensed
consolidated financial statements do not include all information and footnotes required by
generally accepted accounting principles for financial statements. Included are ordinary
adjustments which in the opinion of management are necessary for a fair presentation of the
financial information for the three month periods ended March 31, 2010 and 2009 and since
inception. The results are not necessarily indicative of results to be expected for the entire
year. Certain amounts in the prior year consolidated financial statements have been
reclassified to conform to current year presentation.
 Torvec, Inc. (the company) was incorporated as a New York State business corporation in
September 1996. The company, which 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 infinitely variable transmissions, its pumps/motors, its IsoTorque differential, its
constant velocity joint and the substructure and components of its full terrain vehicle.
 For the period from September 1996 (inception) through March 31, 2010, the company has
accumulated a deficit of $52,162,000, and at March 31, 2010 has working capital of $129,000 and
stockholders equity of $308,000. 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. Management believes that based upon its current cash position and its planned cash
outlays for its business operations, the company will be able to meet its anticipated cash
requirements through March 31, 2011. However, if its cash projections are less than expected,
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.
 The companys ability to continue as a going concern is ultimately dependent upon achieving
profitable operations and generating sufficient cash flows from operations to continue to meet
its future obligations.
 NOTE B  Summary of Significant Accounting Policies
 [1]
    
    Consolidation:
 The financial statements include the accounts of the company, its
majority-owned subsidiary, Ice Surface Development, Inc. (56%
owned at March 31, 2010 and 2009), and its wholly-owned
subsidiaries Iso-Torque Corporation, IVT Diesel Corp. and
Variable Gear LLC. All material intercompany transactions and
account balances have been eliminated in consolidation.
 [2]
    
    Cash and Cash Equivalents:
 Cash and cash equivalents include time deposits, certificates of
deposit, and all highly liquid debt instruments with original
maturities of three months or less. The company maintains cash
and cash equivalents at financial institutions which periodically
may exceed federally insured amounts.
  6




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[3]
    
    Use of Estimates:
 The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Such estimates are used in valuing the useful lives of
its fixed assets and the future realizable value of such assets.
These estimates are subject to a high degree of judgment and
potential change. Actual results could differ from those
estimates.
 [4]
    
    Earnings per Common Share:
 Financial Accounting Standards Board (FASB) Accounting
Standards Codification (ASC) 260-10 (Previously known as: FASB
Statement 128, Earnings Per Share) requires the presentation of
basic earnings per share, which is based on common stock
outstanding, and dilutive earnings per share, which gives effect
to options, warrants and convertible securities in periods when
they are dilutive. For the three month periods ended March 31,
2010 and 2009 the company excluded 2,530,699 and 2,587,699
potential common shares, respectively, relating to convertible
preferred stock outstanding, options and warrants from its
diluted net loss per common share calculation because they are
anti-dilutive. The Company also excluded 625,000 warrants at
March 31, 2010 and 2009 as the conditions for their vesting were
not yet satisfied.
 [5]
    
    Income Taxes:
 The company accounts for income taxes using the asset and
liability method described in FASB ASC 740-10 (Previously known
as: FASB Statement 109, Accounting for Income Taxes,) the
objective of which is to establish deferred tax assets and
liabilities for the temporary differences between the financial
reporting and the tax bases of the companys assets and
liabilities at enacted tax rates expected to be in effect when
such amounts are realized or settled. A valuation allowance
related to deferred tax assets is recorded when it is more likely
than not that some portion or all of the deferred tax assets will
not be realized. We adopted FASB ASC 740-10 (Previously known as:
FASB interpretation No. 48 Accounting for Uncertainty in Income
Taxes, an interpretation of FASB Statement 109) on January 1,
2008. As a result of the implementation of FASB ASC 740-10, we
recognized no adjustment for uncertain tax positions. As of March
31, 2010, we have not recognized an increase or decrease to
reserves for uncertain tax positions nor have we accrued interest
and penalties related to uncertain tax positions. The tax years
2007 through 2009 remain open to examination by the federal and
states tax jurisdictions to which we are subject.
 [6]
    
    Fair Value of Financial Instruments:
 The carrying amount of cash, prepaid expenses, accounts payable
and accrued expenses approximates their fair value due to the
short maturity of those instruments. The carrying amount of the
notes payable is considered to approximate their fair value.
 [7]
    
    Stock-Based Compensation:
 The companys Stock Option Plan was terminated as of May 27, 2008
as to the grant of additional options. 641,848 previously issued
and outstanding options remain exercisable in accordance with the
terms of the options.
 ASC 718-10 requires all share-based payments to employees,
including grants of employee stock options, to be recognized as
compensation expense over the service period (generally the
vesting period) in the consolidated financial statements based on
their fair values on the grant date. The impact of forfeitures
that may occur prior to vesting is also estimated and considered
in the amount recognized. In addition, the realization of tax
benefits in excess of amounts recognized for financial reporting
purposes will be recognized as a financing activity in accordance
with ASC 718-10.
 No tax benefits were attributed to the stock-based compensation
expense because a valuation allowance was maintained for
substantially all net deferred tax assets. We elected to adopt
the alternative method of calculating the historical pool of
windfall tax benefits as permitted by ASC 718-10-65 (Previously
known as: FASB Staff Position (FSP) No. SFAS 123(R)-c,
Transition Election Related to Accounting for the Tax Effects of
Share-Based Payment Awards.) This is a simplified method to
determine the pool of windfall tax benefits that is used in
determining the tax effects of stock compensation in the results
of operations and cash flow reporting for awards that were
outstanding as of the adoption of ASC 718-10.
  7




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[8]
    
    Revenue Recognition:
 The companys terms provide 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, 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 and collection is reasonably assured. 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.
 [9]
    
    Recent Accounting Pronouncements
 In May 2009, the FASB issued new accounting guidance that
establishes general standards of accounting for and disclosure of
events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. In
February 2010, the FASB amended the guidance and removed the
contradictions between the requirements of U.S. generally
accepted accounting principles U.S. GAAP (GAAP) and the
Securities Exchange Commission (SEC) filing rules. As a
result, public companies will no longer have to disclose the date
of evaluation of subsequent events in both issued and revised
financial statements.
 NOTE C  License from the Trustees of Dartmouth College
 On November 28, 2000, the companys majority-owned subsidiary, Ice Surface Development LLC
(Ice Surface) entered into a 20-year exclusive license with the Trustees of Dartmouth
College for land-based applications to a novel ice adhesion modification system developed by
Dr. Victor Petrenko at Dartmouths Thayer School of Engineering. Under the license agreement
the company made a single payment of $140,000
in 2000 for sponsored research. The license agreement provided for a royalty of 3.5% based on
the value of net sales of licensed product with minimum annual payments of $10,000 for the
first two years, $15,000 for the third year and $25,000 per year through 2021. In addition,
the agreement provided for the payment of 50% of sub-license fee income.
 Effective June 15, 2007, Ice Surface assigned the license to an unrelated company, Ice
Engineering, LLC (Ice Engineering) in exchange for Ice Engineerings agreement to pay the
shareholders of Ice Surface an annual royalty equal to 5% of the annual gross revenues
generated by the license and its agreement to assume the obligations to Dartmouth under the
license.
 Separately, Ice Engineering, agreed to reimburse approximately
$3,500,000 of acquisition and maintenance costs expended by the
company in connection with the ice technology. Pursuant to the
reimbursement agreement, the company received $500,000 on June 15,
2007. Under the license assignment agreement, the $3,000,000 balance
is to be paid at the rate of $300,000 per quarter commencing March 1,
2008, less approximately $91,000 in fees payable to Dartmouth College
accrued through June 14, 2007 to be deducted from the first quarterly
reimbursement amount. The company received the first installment of
$209,000 due March 1, 2008 on April 3, 2008 and did not receive any
other installments.
 On October 31, 2008, the company commenced an action in New York State Supreme Court, County
of New York, Commercial Division against Ice Engineering, seeking the total balance owed by
Ice Engineering to the company pursuant to the assignment agreement.
 On January 27, 2010, the company and Ice Engineering settled this litigation. Under the
settlement agreement, the companys assignment of the ice technology license is made
permanent. The company elected to forego its right to royalties and agreed to receive
$1,100,000, with $300,000 paid to the company by Ice Engineering on January 27, 2010 and
$800,000 paid to the company by Ice Engineering on February 26, 2010.
 The company recognized in this quarter the $1,100,000 received in 2010 in regard to the
settlement of the litigation. The company also recognized in this quarter the $800,000
previously recorded as deferred income in connection with the original contract for the
license (See Note G [2]).
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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.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 month period ended March 31, 2010, the company recorded
$50,000 to research and development expense and $86,000 to
general and administrative expense, based upon managements
estimate. For the three month period ended March 31, 2009, the company recorded
$50,000 to research and development expense and $100,000 to general and administrative expense,
based upon managements estimate.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.During the year ended December 31, 2009, James Gleasman advanced
the company $22,000. The outstanding balance as of March 31, 2010
is $11,000.[2]
    
    During the three month periods ended March 31, 2010 and 2009, the
company recorded compensation expense of $11,700 and $25,350,
respectively, to a member of the Gleasman family for
administrative, technological and engineering consulting
services. The related payments consisted of cash of $7,800 and
$0 for the three months ended March 31, 2010 and 2009,
respectively, with the balance paid in business consulting common shares[3]
    
    During the three month period ended March 31, 2010 and 2009, the
company recorded expense of $17,900 and $23,270, respectively, to
a family member of its general counsel for engineering services
rendered to the company. The related payments consisted of cash
of $7,160 and $0 for the three months ended March 31, 2010 and
2009, respectively, with the balance paid in business consulting
common 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).During the three month period ended March 31, 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.
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NOTE E  Stockholders Equity (Capital Deficit)
 [1]
    
    Common Stock:
 During the three month period ended March 31, 2010, the company sold 10,000 restricted
common shares for proceeds of $5,000 in a private placement.
 For the three month period ended March 31, 2010, the company issued 22,756 restricted common
shares to an accounting firm in partial payment for services rendered in the amount of $9,785.
 [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 of 765,512
Class A Preferred for aggregate proceeds of $3,062,048. The company
has issued an aggregate of 198,349 common stock warrants in
connection with the sale of Class A Preferred, all exercisable over
a 10 year period at $.01 per common share. 182,099 of these
warrants have been exercised through March 31, 2010.Since its designation, Class A Preferred holders have converted an
aggregate 121,000 Class A Preferred into the companys common stock
on a one for one basis through March 31, 2010. For the three month
periods ended March 31, 2010 and 2009, no Class A Preferred was
converted.Upon conversion, converting Class A Preferred 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
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.Through March 31, 2010, an aggregate of $112,576 dividends
have been paid on the Class A Preferred by the
issuance of 16,389 Class A Preferred shares and 65,965 common
shares. No dividends were paid in the three
month periods ended March 31, 2010 and 2009.At March 31 2010 and 2009, dividends payable upon conversion of
644,512 outstanding shares of Class A Preferred amounted to
approximately $1,284,000 and $1,100,000, respectively.[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 have been converted
on a one for one basis into 20,000 shares of common stock. For the
three month periods ended March 31, 2010 and 2009, no Class B
Preferred were converted.Upon conversion, converting Class B Preferred are entitled to
receive, in accordance with the terms of the Class B Preferred,
dividends payable either in cash, in Class B Preferred shares or in
shares of the companys 100% owned IsoTorque corporation, all
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.
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Through March 31, 2010, an aggregate $24,082 dividends have been
paid on the Class B Preferred by the issuance of 30,103 common
shares. No dividends were paid in the three month periods ended
March 31, 2010 and 2009.At March 31, 2010 and 2009, dividends payable upon the conversion of
77,500 shares of Class B Preferred outstanding amounted to
approximately $175,000 and $159,000, 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.The following table represents information relating to stock options outstanding at March 31, 2010:
 Options Outstanding and ExercisableWeighted
    
    
    WeightedAverage
    
    
    Average
    
    
    AggregateExercise
    
    
    Remaining Life
    
    
    IntrinsicShares
    
    Price
    
    
    in Years
    
    
    Value641,848
    
    
    4.79
    
    
    
    3.47
    
    
    $
    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 month periods ended March 31, 2010 and 2009.As of March 31, 2010, the company did not have any unrecognized stock compensation related to
unvested awards.[5]
    
    Business Consultants Stock Plan:For the three month periods ended March 31, 2010 and 2009, the company issued 632,419 and 348,424 common
shares to business consultants under the Business Consultants Stock Plan and charged approximately
$294,000 and $350,000 to operations in connection with these share issuances. 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. 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.As of March 31, 2010, 5,777,563 shares are available for future issuances under the Business Consultants
Stock Plan.
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[6]
    
    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 month periods ended March 31, 2010 and
2009. No previously issued warrants were
exercised during the three month periods ended
March 31, 2010 and 2009.On October 10, 2007, the Nonmanagement Directors
Plan was modified to increase the fees payable to
the companys nonmanagement directors. As
adjusted, each nonmanagement 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 March 31, 2010
and 2009, the company issue 163,539 and 42,897
common shares under the plan to satisfy the
payables for services rendered by the Companys
non-management directors with a value of $76,000
and $103,000 for such periods, respectively.
$41,000 was charged to operations for the three
month periods ended March 31, 2010 and 2009, and
$35,000 and $62,000 were a settlement of fees
payable as of December 31, 2009 and 2008,
respectively.[7]
    
    Business, Financial and Engineering Consultants:Through March 31, 2010, the company has issued
1,689,583 common stock warrants to various
businesses, financial and engineering
consultants, of which 94,583 have been exercised
for proceeds of $918 and 445,000 have been
cancelled in exchange for the participation of
certain engineers in the companys 2008
Commercializing Event Plan (Note E [10]).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 March 31, 2010 (Note E [8(m)]).
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[8]
    
    Warrants:As of March 31, 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
    
    
    
    
    
    
    
    6,000
    (f)
    
    
    6,000$
    .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)
    
    
    100,000
 (a)
    
    Exercisable only if the company has an IPO and exercisable at the IPO price five years from IPO. Through the quarter ended March 31, 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 E [6]). An aggregate
69,000 warrants have been exercised for approximately $630 of proceeds, with 6,000 warrants exercised during the second quarter of 2008 for proceeds of $60. No warrants were exercised during
the three month period ended March 31, 2010.(d)
    
    In 2005, the company issued 12,000 warrants to a consultant, immediately exercisable at $0.01 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 month period ended
March 31, 2010.(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 shares to two consultants who elected not to participate in the companys 2007 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 month periods ended March 31, 2010 and 2009.  13




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(f)
    
    During 2005, the company issued 6,000 warrants to a consultant, exercisable immediately for a five year term at $0.01 per common share. None of these warrants have been exercised through March 31, 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 162,000 Class A Preferred and 20,000 Class B Preferred, all immediately exercisable at $.01 per common share. At December 31, 2008 an aggregate 182,099 of these
warrants have been exercised for proceeds of approximately $1,258. On July 31, 2009, an additional 12,500 warrants were exercised for 12,500 common shares. No additional warrants were issued in the three month
period ended March 31, 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 $2,000. None of these warrants have been exercised through March
31, 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
March 31, 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 March 31, 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 March
31, 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 March 31, 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 March 31, 2010. March 31, 2010  Black-Scholes Assumptions
 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 years
    
    
    $
    Granted
    
    
    100,000
    
    
    
    2.50
    
    
    10.00 years
    
    
    
    Exercised
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    Canceled or expiredOutstanding at March 31, 2010
    
    
    1,853,750
    
    
    $
    2.82
    
    
    6.70 years
    
    
    $
    27,103Exercisable at March 31, 2010
    
    
    1,228,750
    
    
    $
    3.67
    
    
    6.70 years
    
    
    $
    27,103
 [9]
    
    Shares Issued 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 month period ended March 31, 2010, the company issued 104,167 business consultants shares valued at
$50,000 to the trust to satisfy the payment of invoices submitted by the consultants for services rendered during such
periods.
 During the three month period ended March 31, 2009, the company issued 142,555 business consultants shares valued at
$137,450 to the trust to satisfy the payment of invoices submitted by the consultants for services rendered during such
periods.
 The companys payment obligations with respect to the consultant agreements are met once it has issued shares to the trust
in accordance with directives received from the consultants and the consultants bear the risk of loss in the event the
proceeds of stock sales by the trustee are less than the value of the stock contributed to the trust by the company on the
date of contribution.
 [10]
    
    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.
 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.
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For the three month period ended March 31, 2010, the company issued 32,077 common shares under the 2007 Event Plan and recorded a charge
of $13,000. During the three month period ended March 31, 2009, the company did not issue any common shares under the 2007 Event Plan.
 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 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.
 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 (Note: E [8]).
 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 F  Commitments and Other Matters
 [1]
    
    Consulting Agreements:
 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 to secure 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.
As of March 31, 2010, no funding had been obtained under the
extended agreement and as a result, the companys monthly obligation
under the extended agreement is $4,000. Payments to the consultant
firm are charged to operations.
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[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.
 Under the lease, monthly rental payments commenced June 1, 2008. The
lease contains three 5-year renewal options and grants an option to
the company to lease additional adjacent manufacturing and assembly
space. Rental payments and certain other
payments due to the landlord is to 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 was $14,600 for each of the three month periods
ended March 31, 2010 and 2009. For the three month period ended
March 31, 2010, the company issued 49,187 business consultant common
shares in payment for rent. For the three month period ended March
31, 2009, the company issued 26,506
business consultant common shares in payment for rent.
 NOTE G  Litigation
 On October 31, 2008, the company commenced an action in New York
Supreme Court, County of New York, Commercial Division against Ice
Engineering, LLC seeking the total balance owed by Ice Engineering
to the company pursuant to an assignment agreement entered into by
the parties, effective June 15, 2007, whereby the company assigned
all of its rights and interest in an ice technology license granted
by Dartmouth College to Ice Engineering in exchange for a 2.8%
royalty interest and a cash reimbursement of $3,500,000. The suit
was commenced after the company had been paid approximately $800,000
in reimbursement monies.On January 27, 2010, the company and Ice Engineering settled this
litigation. Under the settlement agreement, the companys assignment
of the ice technology license is made permanent; the company elected
to forego its right to royalties and will receive $1,100,000 in
reimbursement monies, with $300,000 being paid to the company by Ice
Engineering on January 27, 2010 and $800,000 being paid to the
company by Ice Engineering by February 26, 2010. The company
received the entire $1,100,000 due under the settlement agreement by
the due dates specified in the settlement agreement.
 The recovery of $1,100,000 received during January and February 2010 has been recorded as other
income during the quarter ended March 31, 2010. The $800,000 received in 2007 and 2008 has
previously been recorded as deferred income and, upon settlement of this litigation, has been
reflected as other income during the quarter ended March 31, 2010.
 NOTE H  Royalty Agreement
 On December 12, 2007, the company granted High Density Poweretrain, Inc. of Waterford, Michigan
(HDP) an exclusive, worldwide license to incorporate the companys constant velocity joint
technology in HDPs family of highly-powered, multifueled, fuel efficient, light weight, cost
effective internal combustion engines. In consideration for the grant of the license, the
company will receive annual royalties equal to 5% of annual gross revenues generated by the
sale of HDPs multifuel engines, including all sublicense of such technology. There are no
minimum royalty payments and the grant does not affect the companys ability to commercialize
its constant velocity joint technology in any other field and/or application. At March 31,
2010, the company has not received any royalties under this agreement.
  17




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##### Table of Contents



Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 PLAN OF OPERATION
 (a)
    
    Overall Business Strategy
 From its inception in 1996, the companys overall business plan has been to design,
develop, build and commercialize its FTV® worldwide, especially in the Asian, African,
South and Central American and Eastern European markets. In addressing issues and
solving problems encountered in the design and development of the FTV, the company
designed and developed a number of automotive drive-line technologiesi.e. the
companys hydraulic pump/motor system, infinitely variable transmissions, Iso-Torque®
differential and constant velocity joint technology.
 The FTV® has been developed and is ready for commercialization. In addition, each of
the companys other automotive technologies has been developed and are ready for
commercialization  either independently on a stand-alone basis or as incorporated
into the companys FTV.
 In present circumstances, the company intends to produce, market and distribute FTVs
by entering into a joint venture relationship with an automotive manufacturer. The
company intends to incorporate its drive-line technologies into the FTV to enhance its
marketability and value. The company also intends to license and/or enter into supply
contracts with automotive manufacturers, military contractors, tier-one suppliers and
possibly end-users for its drive-line technologies independent of their utilization in
the FTV.
 (b)
    
    Current Status of Business Plan and Ongoing Projects
 The companys plan of operation during the year ending December 31, 2010 is as follows:
 ®
  ®
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##### Table of Contents



(c)
    
    Results of Operations
 The net income for the three month period ended March 31, 2010 was $1,051,000 as
compared to the three month period ended March 31, 2009 of a net loss of $699,000. The
increase of $1,750,000 in the three month comparative period is principally related to
the settlement of the ICE Engineering litigation (Note G).
 Research and development expenses for the three month period ended March 31, 2010
amounted to $101,000 as compared to $101,000 for the three month period ended March
31, 2009.
 General and administrative expense for the three month period ended March 31, 2010
amounted to $748,000 compared to $683,000 for the three month period ended March 31,
2009. The increase of $65,000 in three month comparative period is due, in large part
to the $45,000 expense for issuance of warrant to a consultant, to the $25,000
increase in management compensation and the $13,000 for the Commercialization Event
Plan expense associated with the settlement of the litigation. The remainder is due
to increased expense for consulting, equipment and occupancy expenses.
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##### Table of Contents



(d)
    
    Liquidity and Capital Resources
 The companys business activities during the three month period ended March 31, 2010
were funded principally through 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,
the receipt of $1,100,000 in settlement of litigation with Ice Engineering LLC and the
receipt of approximately $5,000 from the sale of 10,000 restricted common shares to an
accredited investor, all occurring during the three month period ended March 31, 2010.
 For the three month periods ended March 31, 2010 and 2009, the company issued 632,419 and
437,394 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 March 31,
2010, 5,777,563 shares are available for future issuances under the Business Consultants Stock
Plan.
 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.
 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
principles 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.
 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.
 For the three month period ended March 31, 2010, the company recorded $50,000 to research and
development expense and $86,000 to general and administrative expense, based upon managements
estimate.
 For the period from September 1996 (inception) through March 31, 2010, the company has
accumulated a deficit of $52,162,000, and at March 31, 2010 has working capital of $129,000 and
stockholders equity of $308,000. 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. Management believes that based upon its current cash position and its planned cash
outlays for its business operations, the company will be able to meet its anticipated cash
requirements through March 31, 2011. However, if its cash projections are less than expected,
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.
 The companys ability to continue as a going concern is ultimately dependent upon achieving
profitable operations and generating sufficient cash flows from operations to continue to meet
its future obligations.
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##### Table of Contents



(g)
    
    Critical Accounting Policies
 Revenue 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
customer. 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 or 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.Share-based PaymentsThe 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.Recently Issued Accounting PrinciplesSee 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(h)
    
    Impact of Inflation


The extent inflation may impact the companys operations during
the three month period ended March 31, 2010, has been determined
by management not to have a significant impact on the companys
operations to date.(i)
    
    Quarterly FluctuationsAs of March 31, 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
   21




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##### Table of Contents



Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control Over Financial Reporting
  Internal Control over Financial Reporting  Guidance for Smaller Public
Companies
     22




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##### Table of Contents



Remediation of Material Weaknesses in Internal Control over Financial Reporting
  a)
    
    Income Tax Disclosures  Management is in the process of working with the
consultant to increase the amount of oversight in regard to the tax disclosure and the
related components.
 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 is in the process of reviewing this policy.
 c)
    
    Preparation of the Financial Statements  Management is in the process of
working with the consultant to increase the amount of oversight in regard to financial
statement preparation.
  
 PART II  OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
   
 Item 1A.
    
    Risk Factors
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    23




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##### Table of Contents



Item 3.
    
    Defaults Upon Senior Securities
  
 Item 4.
    
    Submission of Matters to a Vote of Security Holders
  1.
    
    Election of Directors
 Election of Directors
    
    For
    
    
    WithheldDaniel R. Bickel
    
    
    18,341,133
    
    
    
    1,203,016William W. Destler
    
    
    18,483,783
    
    
    
    981,506Herbert H. Dobbs
    
    
    18,341,133
    
    
    
    1,124,156Asher J. Flaum
    
    
    18,372,768
    
    
    
    1,092,521James Y. Gleasman
    
    
    17,941,754
    
    
    
    1,523,535Keith E. Gleasman
    
    
    18,258,946
    
    
    
    1,206,343Joseph B. Rizzo
    
    
    18,372,373
    
    
    
    1,092,916Gary A. Siconolfi
    
    
    18,400,816
    
    
    
    1,064,473
 2.
    
    Ratification of the appointment of Eisner LLP by the Audit Committee of the board of directors as the
Independent Registered Public Accounting Firm of the company for its year ending December 31, 2009.
 For
    
    Against
    
    
    Abstained29,139,372
    
    
    1,481,916
    
    
    
    290,97915
  
 Item 5.
    
    Other Information
   24




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##### Table of Contents



Item 6.
    
    Exhibits
  (2)
    
    Plan of acquisition, reorganization, arrangement, liquidation, or succession
 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)
    
    Articles of Incorporation, By-laws
 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.
 (4)
    
    Instruments defining the rights of holders including indentures
  (9)
    
    Voting Trust Agreement
  (10)
    
    Material Contracts
 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;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 June 11, 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 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 and October
13, 2006, 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 June 28,
2000, incorporated
by reference to
Form 10-QSB filed
for the quarter
ended March 31,
2000;
  25




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##### Table of Contents



10.6
    
    License Agreement
between Torvec,
Inc. and Variable
Gear, LLC dated
June 28, 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;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;
  26




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##### Table of Contents



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;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;
  27




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##### Table of Contents



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 June
20, 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 June
15, 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;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;
  28




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##### Table of Contents



(11)
    
    Statement regarding computation of per share earnings (loss)
  (14)
    
    Code of Ethics(16)
    
    Letter on change in certifying accountant
  (18)
    
    Letter regarding change in accounting principles
  (20)
    
    Other documents or statements to security holders
  (21)
    
    Subsidiaries of the registrantIce Surface Development, Inc. (New York)Iso-Torque Corporation (New York)IVT Diesel Corp. (New York)Variable Gear, LLC (New York)(22)
    
    Published report regarding matters submitted to vote of security holders
  (23)
    
    Consents of experts and counsel(24)
    
    Power of attorney
  (31.1)
    
    Rule 13(a)-14(a)/15(d)-14(a) Certifications(32)
    
    Section 1350 Certifications(99)
    
    Additional exhibits
   29




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##### Table of Contents



SIGNATURES
  TORVEC, INC.Date: May 17, 2010
    By:
    /s/ Keith E. GleasmanKeith E. Gleasman, President  Dated: May 17, 2010
    By:
    /s/ Keith E. GleasmanKeith E. Gleasman, President andInterim Chief Financial Officer 
 EXHIBIT INDEX
 (31.1
    )
    
    Rule 13(a)-14(a)/15(d)-14(a) Certifications(32
    )
    
    Section 1350 Certifications
  30