FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

(Mark One)

[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

For the Quarter Ended      June 30, 2002

OR

[    ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
            SECURITIES EXCHANGE ACT OF 1934

Commission File No.   000-24455

TORVEC, INC.                                     (Exact name of Registrant as Specified in its Charter)

New York                             16-150951-2                (State or Other Jurisdiction of                 (IRS Employer Identification Number)
                Incorporation or Organization)

11 Pond View Drive, Pittsford, New York                             14534   (Address of Principal Executive Offices)                                        (Zip Code)

Registrant's telephone number, including area code:                    (716) 248-8549

Securities registered under Sec. 12(g) of the Act:

$.01 Par Value Common Stock	                                                                                               (Title of Class)

The Registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and has been subject to such filing requirements for the past 90 days.

YES  [ X ]               NO [     ]

As of June 30, 2002, there were outstanding 24,674,831 shares of the company's common stock, $.01 par value.  Options for 909,000 shares of the company's common stock are outstanding but have not yet been exercised.  Shares to cover the options will not be issued until they are exercised.



TORVEC, INC.

(A Development Stage Company)

INDEX



|PART I         | FINANCIAL INFORMATION                                                                                                                                                                                                                                     | PAGE
|-------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|Item 1.        | Financial Statements                                                                                                                                                                                                                                      |     
|               | Torvec, Inc. Condensed Balance Sheets - December 31, 2001
and June 30, 2002 (unaudited)                                                                                                                                                                   | 3   
|               | Torvec, Inc. Condensed Statements of Operations (Unaudited) - 
Three Months Ended June 30, 2002, Three Months Ended 
June 30, 2001, Six Months Ended June 30, 2002, Six Months
Ended June 30, 2001, September 25, 1996 (Inception) through 
June 30, 2002 | 4   
|               | Torvec, Inc. Condensed Statements of Cash Flows (Unaudited) - 
Six Months Ended June 30, 2002, Six Months Ended June 30, 
2001, September 25, 1996 (Inception) through June 30, 2002                                                                      | 5   
|               | Notes to Financial Statements                                                                                                                                                                                                                             | 6   
|Item 2.        | Plan of Operation                                                                                                                                                                                                                                         | 12  
|PART II        | OTHER INFORMATION                                                                                                                                                                                                                                         |     
|Item 1.        | Legal Proceedings                                                                                                                                                                                                                                         | 18  
|Item 2.        | Changes in Securities                                                                                                                                                                                                                                     | 20  
|Item 3.        | Defaults Upon Senior Securities                                                                                                                                                                                                                           | 20  
|Item 4.        | Submission of Matters to a Vote of Security Holders                                                                                                                                                                                                       | 20  
|Item 5.        | Other Information                                                                                                                                                                                                                                         | 21  
|Item 6.        | Exhibits and Reports on Form 8-K                                                                                                                                                                                                                          | 21  
|SIGNATURE PAGE | 27                                                                                                                                                                                                                                                       
|EXHIBIT INDEX  | 28                                                                                                                                                                                                                                                       

2



TORVEC, INC.
(a development stage company)
CONDENSED BALANCE SHEET

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | June 30, 2002(Unaudited)                                | December 31, 2001                                           
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------- | ------------------------------------------------------------
|ASSETS
CURRENT ASSETS:
     Cash
     Prepaid Insurance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | $9,000 28,000                                           | $     13,000 0                                              
|Total Current Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 37,000                                                  | 13,000                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                         |                                                             
|PROPERTY AND EQUIPMENT:
     Office equipment
     Transportation equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | 15,000 53,000                                           | 12,000 53,000                                               
|LESS:  ACCUMULATED DEPRECIATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 68,000 55,000                                           | 65,000 
  49,000                                            
|Net equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 13,000                                                  | 16,000                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                         |                                                             
|LICENSE, net of accumulated amortization of
     $226,000 and $184,000, respectively                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 2,992,000                                               | 3,077,000                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                         |                                                             
|Total Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | $ 3,042,000                                             | $3,106,000                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                         |                                                             
|LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts payable and accrued expenses
     Current maturities of long-term debt
     Loans payable and advances - stockholders and officers 
     Consulting fees payable to related parties
          Total Current Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                  | $412,000 
6,000 
46,000 572,000 1,036,000               | $1,221,000 
7,000 
    159,000 0   1,387,000                
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                         |                                                             
|LONG-TERM LIABILITIES
     Consulting fees payable to related parties
     Long-term debt, net of current maturities
     Deferred revenue-long term                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | 0 
0 150,000 1,186,000                                  | 370,000 
    2,000 150,000 1,909,000                        
|COMMITMENTS AND CONTINGENCIES
COMMON STOCK SUBJECT TO RESALE GUARANTEE
MINORITY INTEREST                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 269,000 
759,000                                        | 0 
0                                                        
|STOCKHOLDERS' EQUITY
     Series A Non-voting Cumulative Preferred Stock, $.01 par value,
          100,000,000 shares authorized, 38,500 issued and
          outstanding at June 30, 2002
     Common stock, $.01 par value, 40,000,000 shares authorized,
          24,674,831 (including 61,355 shares subject to put option
          and 190,965 shares subject to resale guarantee)
          and 23,139,838 (including 61,355 shares subject to
          put option) issued and outstanding at June 30, 2002 and
          December 31, 2001, respectively
Additional paid-in capital
Deficit accumulated during the development stage
          Total Stockholders' Equity
Total Liabilities and Stockholder's Equity | 0 
246,000 
17,990,000 (17,408,000)828,000 $  3,042,000 | 0 
231,000 
  15,532,000 (14,566,000)1,197,000 $   3,106,000
|See Notes to Financial Statements3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                        

TORVEC, INC.
(a development stage company)
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

|                                                                             | Three Months
EndedJune 30, 2002 | Three Months
EndedJune 30, 2001 | Six Months
EndedJune 30, 2002 | Six Months
EndedJune 30, 2001 | September 25,
1996
(Inception)
ThroughJune 30, 2002
|---------------------------------------------------------------------------- | ------------------------------- | ------------------------------- | ----------------------------- | ----------------------------- | ---------------------------------------------------
|COST AND EXPENSES:
   Research and development
   General and administrative | $282,000 1,233,000              | $289,000 450,000                | $   795,000 2,138,000         | $  583,000 693,000            | $   5,129,00012,370,000                            
|                                                                             |                                 |                                 |                               |                               |                                                    
|Loss Before Minority Interest                                                | 1,515,000                       | 739,000                         | 2,933,000                     | 1,276,000                     | 17,499,000                                         
|                                                                             |                                 |                                 |                               |                               |                                                    
|Minority Interest in Loss of
      Consolidated Subsidiary                   | 91,000                          | 0                               | 91,000                        | 0                             | 91,000                                             
|                                                                             |                                 |                                 |                               |                               |                                                    
|Net loss                                                                     | $1,424,000                      | $739,000                        | $2,842,000                    | $1,276,000                    | $ 17,408,000                                       
|                                                                             |                                 |                                 |                               |                               |                                                    
|Preferred Dividend                                                           | 4,000                           | 0                               | 4,000                         | 0                             | 4,000                                              
|                                                                             |                                 |                                 |                               |                               |                                                    
|Net Loss Attributable to
   Common Stockholders                              | $1,428,000                      | $739,000                        | $2,846,000                    | $1,276,000                    | $17,412,000                                        
|                                                                             |                                 |                                 |                               |                               |                                                    
|Basic and Diluted Loss 
Per Share                                            | ($0.06)                         | ($0.03)                         | ($0.12)                       | ($0.06)                       |                                                    
|                                                                             |                                 |                                 |                               |                               |                                                    
|Weighted average number
of shares of common stock -
basic and diluted        | 24,500,000                      | 22,727,000                      | 23,957,000                    | 22,627,000                    |                                                    







|See Notes to Financial Statements | 
|--------------------------------- | 



4

TORVEC, INC.
(a development stage company)
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Six Months
Ended
June 30, 2002                                               | Six Months
Ended
June 30, 2001                            | September 25,
1996
(Inception)
Through
June 30, 2002                                                                                     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------- | --------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------
|CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss
   Adjustments to reconcile net loss
    to net cash used in operating activities:
         Depreciation and amortization
         Minority interest in loss of consolidated subsidiary
         Compensation expense attributable to common stock
            in subsidiary and common stock options and warrants
         Common stock issued for services
         Contribution of services
         Changes in other current assets and current liabilities:
            Prepaid expenses
            Accounts payable and accrued expenses
            Deferred revenue
               Net cash (used in) operating activities | ($2,842,000)
91,000
(91,000)
1,308,000
723,000
0
(28,000)
291,000
0(548,000) | ($1,276,000)
91,000
0
407,000
0
80,000
318,000
0(380,000) | $   (17,408,000)
      324,000
(91,000)
      6,219,000
      3,311,000
      84,000
      132,000
      2,547,000
150,000    (4,732,000)
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                              |                                                           |                                                                                                                                          
|CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment
   Cost of acquisition
               Net cash (used in) investing activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | (3,000)
0(3,000)                                                             | (3,000)
0(3,000)                                          | (68,000)
      (16,000)
    (84,000)                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                              |                                                           |                                                                                                                                          
|CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from sales of preferred stock, common stock and
      exercise of options and warrant
   Proceeds from long-term borrowings
   Repayment of long-term debt
   Proceeds from (repayments of) stockholders' loans-net
   Distributions
               Net cash provided by investing activities                                                                                                                                                                                                                                                                                                                                       | 613,000
0
(3,000)
(63,000)0547,000                                           | 358,000
0
(3,000)
00355,000                               | 5,088,000
         29,000
        (23,000)
        96,000(365,000)4,825,000                                                              
|NET INCREASE (DECREASE) IN CASH
CASH - BEGINNING OF PERIOD
CASH - END OF PERIOD                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | (4,000)
13,000$9,000                                                         | (28,000)
34,000
  $6,000                                  | 9,000
0$9,000                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                              |                                                           |                                                                                                                                          
|Issuance of common stock and warrants in settlement of liabilities
   Dividends Accrued But Not Paid
   Notes Payable Exchanged for Common Stock
   Loss on Exchange of Minority Interest                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | $633,000
4,000
50,000
850,000                                                | 665,000                                                   |                                                                                                                                          

|See Notes to Financial Statements | 
|--------------------------------- | 

5

TORVEC, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2002





Note 1   Financial Statement Presentation

The information contained herein with respect to the six month periods ended June 30, 2002 and June 30, 2001 and the period from September 25, 1996 (inception) through June 30, 2002 has not been audited but was prepared in conformity with generally accepted accounting principles for interim financial information and instructions for 10-QSB and Item 310(b) of Regulation S-B.  Accordingly, the condensed 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 and six month periods ended June 30, 2002, and since inception.  The results are not necessarily indicative of results to be expected for the year.

For the period from inception through June 30, 2002, the Company has accumulated a deficit of $17,408,000, has a working capital deficiency of $999,000 and has been dependent upon equity financing, loans from shareholders and the exchange of stock for services to meet its obligations and sustain operations.  The Company is in the development stage and its efforts have been principally devoted to research and development, raising capital and marketing of principal products.  Substantial additional financing will be required by the Company to fund its activities.

Note 2   The Company

Torvec, Inc. (the Company) was incorporated in New York on September 25, 1996.  The Company, which is in the development stage, specializes in automotive technology.

On November 29, 2000 the Company acquired Ice Surface Development, Inc. ("Ice").  Ice, which is also in the development stages, has a license and technology associated with ice removal and adhesion.  On March 31, 2002 the Company granted 28% of Ice to three former officers of Torvec, Inc. in exchange for forfeiting of the previously granted fully vested options.  The exchange was valued at $618,000 based upon the value of the options forfeited at March 31, 2002.  The difference between the Company's share of the deemed proceeds of $618,000 and the carrying about of the portion of the Company's investment deemed sold is reflected as a gain or loss in the consolidated statements Stockholders' Equity.



6



TORVEC, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2002



Note 3   Summary of Significant Accounting Policies

Consolidation

The financial statements include the accounts of the Company and its majority owned-subsidiary, Ice as at June 30, 2002 and December 31, 2001.  All material intercompany transactions and account balances have been eliminated in consolidation.

Equipment

Equipment is stated at cost less accumulated depreciation.  Depreciation is provided using the straight-line method over the useful lives of the assets.

Research, Development and Patents

Research, development costs and patent expenses are charged to operations as incurred.

License

The license is being amortized over its remaining life of approximately 19 years, which correlates to an underlying patent.

Revenue Recognition

Revenue in connection with the granting of license to Variable Gear LLC is to be recognized when all conditions specified under recent accounting standards have been met.  Generally, revenue is only recorded when no future performance is required related to the item.

Note 4   Common and Preferred Stock

In January 2002, the Company authorized the sale of up to 2,000,000 shares of its Series A Non-Voting Cumulative Convertible Preferred Stock ("Series A").  Through June 30, 2002, the Company has sold 38,500 shares at $4.00 per share of its Series A in a private placement offering for approximately $142,000 in net cash proceeds.  Each share of Series A is convertible into one share of voting common stock and entitles the holder to dividends accruing at $.40 per share.  The holder has the right to convert after one year subject to Board approval.

7



TORVEC, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2002





Note 4  Common and Preferred Stock continued

In March 2002, the Company issued 423,000 common shares and 42,300 warrants in connection with a put option exercised for an aggregate net proceeds of $396,000.

Note 5  Related Party Transactions

The Company has entered into consulting agreements with members of the Gleasman family.  Included in research and development and general and administrative expenses for the periods ending June 30, 2002 and June 30, 2001 is $112,500 and $112,500 respectively for consulting expenses.

Effective March 31, 2002, the Company entered into an agreement with the Chief Executive Officer, Chief Operative Officer and Vice President - Manufacturing (collectively "individuals") which provides for among other things:





| | Payments of amounts owing under employment agreements aggregating $633,001 through the issuance of 448,865 warrants to purchase common stock at an exercise price of $.01.  (See Note 9)                                                                    
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                             
| | Termination of such employment agreements and resignation as officers of the Company.  (See Note 9)                                                                                                                                                         
| |                                                                                                                                                                                                                                                             
| | The issuance of 2,000,000 common shares of Ice to the individuals representing approximately a 28% interest.  (See Note 2)                                                                                                                                  
| |                                                                                                                                                                                                                                                             
| | Execution of employment agreements by Ice with individuals, substantially similar to that previously executed.  Such amounts due under these employment agreements can be paid in cash or stock of Ice at the discretions of the board of Ice.  (See Note 9)
| |                                                                                                                                                                                                                                                             
| | Payments of out-of-pocket expenses aggregating $66,745 in cash to individuals.                                                                                                                                                                              



8



TORVEC, INC.
NOTES TO FINANCIAL STATEMENTSJune 30, 2002





Note  5   Related Party Transactions continued

| | Payment of $269,250 for services performed by a related entity of individuals.  Such payment to be made in cash or stock.  If the payment is made in common stock and amount realized on ultimate sale of common stock is less than the $269,250, additional shares shall be issued and if amount received is greater than $269,250 such excess shall be refunded to the Company.  (See Note 11)
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



On April 2, 2002, the principal of a loan in the amount of $50,000 due to a stockholder was satisfied with the issuance of 35,461 shares of common stock at the then fair market value on that date.



Note 6  Long-Term Debt



Long-term debt at June 30, 2002 consisted of a note payable in monthly installments of  $610 including interest at 10.13% through March, 2003.  The note is secured by transportation equipment.

Note 7   Consultant Stock Plan and Option Plan

The Company's Business Consultant Stock Plan as amended, ("the Plan") provides for the granting of 1,500,000 shares of the Company's $.01 par value stock, which may be issued from time to time to business consultants and advisors.

For the three months ended June 30, 2002, 109,521 shares were issued under the Plan to consultants in exchange for services and amounts owed to these consultants.  The shares were valued at the market value of the shares at the date of issuance and approximated $170,000.



9



TORVEC, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2002





Note 8   Litigation

The Company's Lawsuits

On November 14, 2000, the company joined with Vernon and Keith Gleasman, as plaintiffs, in filing a lawsuit against McElroy Manufacturing, Inc., Arthur H. McElroy, II and Tri-Mc (collectively, "MMI") in the United States District Court for the Northern District of Oklahoma.

Management believes that MMI is liable to the plaintiffs for considerable compensatory and punitive damages in an amount to be determined at trial.  The plaintiffs have demanded a jury trial with respect to this litigation.

On January 2, 2001, MMI moved to dismiss the plaintiffs' complaint.  On September 24, 2001 the Court denied MMI's motion and allowed the case to proceed to trial.



Note 9  Employment Agreements

Certain employment agreements dated February 6, 1998 were terminated effective August 1, 2001.  However, options previously granted pursuant to those agreements remain in effect.

On August 1, 2001, the Company entered into three-year employment agreements with Michael Martindale and Jacob Brooks as Chief Executive Officer and Chief Operating Officer respectively.  The employment agreements provide for annual base salary of $240,000 for the remainder of calendar 2001 and increasing thereafter by $20,000 per annum.  In addition, the agreements provide for an annual bonus of $60,000 for the remainder of calendar year 2001 and increasing thereafter by $60,000 per annum.  On September 1, 2001 the Company entered into a three-year employment agreement with David Marshall as Vice President - Manufacturing.  The employment agreement provides for annual base salary of $144,000 for the remainder of calendar 2001 and increasing by $16,000 for calendar year 2002, and increasing thereafter by $30,000 per annum.  In addition, the agreement provides for an annual bonuses of $25,000, $40,000 and $50,000 for calendar years 2001, 2002 and 2003 respectively.

As of March 31, 2002, the Company entered into an agreement with the officers to terminate their employment effective immediately, and all amounts under accrued compensation was exchanged for a warrant.  New employment agreements were executed for these individuals on March 31, 2002.  (See Note 5)



10



TORVEC, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 2002



Note 10  Variable Gear LLC

On January 1, 2008, the Company is required to purchase the 51% membership interest it does not own in Variable Gear LLC at the then fair market value as defined.  At June 30, 2002 such fair market value cannot yet be reasonably estimated.

Note 11  Common Stock Subject to Resale Guarantee

During the three months ended June 30, 2002, the Company issued 190,965 shares to a related party in exchange for $269,250 owed the related party as discussed in Note 5.  As noted in Note 5, if on sale of these shares the amount realized is less than the $269,250 additional shares shall be issued and if amount received is greater than $269,250 such excess shall be refunded to the Company.  Such amount due has been classified as common stock subject to resale guarantee.

Note 12  Warrants

On April 15, 2002 the Company issued 1,000,000 warrants to purchase common stock at prices ranging from $.30 to $.75 to a new 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.  Included in general and administrative expenses is a charge to operations amounting to $690,000 for the difference between the market price on the date of the events noted above and the exercise price.

The remaining 500,000 warrants are exercisable upon the execution of the Company of a binding agreement for the sale, transfer, license or assignment for value of any and/or all of its Company's technology at $.75 per share.  The Company will record a charge to operations representing the fair value of the warrants when the warrants become exercisable.

During the three months ended June 30, 2002, 250,000 warrants were exercised for $.30 per share resulting in proceeds of $75,000.

Note 13  Subsequent Events

In July 2002 61,355 warrants previously issued to Swartz Private Equity, LLC were exercised

for proceeds of $68,104.

In July 2002 a stockholder purchased 46,897 shares for proceeds of $68,000 through payment of $50,000 and exchange of $18,000 advance at June 30, 2002.

11



TORVEC, INC.
PLAN OF OPERATION

The following discussion should be read in conjunction with, and is qualified in its entirety by, the Financial Statements and the Notes thereto included in this report.  This discussion contains certain forward-looking statements that involve substantial risks and uncertainties.  When used in this report, the words "anticipate", "expect" and similar expressions as they relate to the company or its management are intended to identity such forward-looking statements.  The company's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements.  Historical operating results are not necessarily indicative of the trends in operating results for any further period.

The company's overall business strategy relating to its automotive inventions is



|o | to manufacture, market and sell, either directly, through others or jointly, the FTVä
 vehicle to domestic and foreign customers, especially in the Asian, African, South and Central American markets; and                                                     
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|o | to manufacture, market and sell, either directly, through others or jointly, its hydraulic pump and motor, its constant velocity joint and its infinitely variable transmission to automotive and truck manufacturers, suppliers and component parts assemblers.

The company's plan of operation relative to its automotive inventions during fiscal 2002 is:



|o | to complete the infinitely variable transmission prototype;                                                                                                                                                                                                                                            
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|o | to install the infinitely variable transmission into a company
owned vehicle and begin testing to document actual emission
levels and fuel economy;                                                                                                                                                    
|o | to initiate discussions with national and state environmental
agencies in the United States and other countries to quantify
exact fuel savings and emissions levels and to determine
the potential effect of the infinitely variable transmission on
the worldwide problem of diesel engine pollutants;



12





|o | to install the CV Joint, including its spherical
gearing, into a company owned vehicle and to test and
evaluate its actual operation;                                                                                                                                                                            
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|o | to incorporate all of the company's completed prototypes
into the FTV vehicle;                                                                                                                                                                                                                                   
|o | to continue its efforts to sell or license rights to the company's
CV Joint to raise capital necessary to develop and
commercialize its core technologies by selling rights to its
non-core technologies;                                                                                                        
|o | to continue negotiations with selected automotive and truck
manufacturers to generate a letter of intent with respect to
either a license, merger or joint partnership for the continued
development and testing of all of the company's prototypes,
their manufacture, their marketing and their worldwide sale;
|o | to continue to improve the company's inventions and, where
appropriate, to obtain patent protection on such new improvements.                                                                                                                                                                                    



The company continues to investigate the possibility of manufacturing the FTV vehicle itself.  The company has investigated potential sites in Rochester, New York, Massachusetts, Connecticut, and other northeastern states.  The company has engaged in preliminary discussions with a number of financial institutions to formulate a financial package which, together with government based incentives, will enable the company to pursue actual manufacturing of the FTV.  Management is presently investigating ways in which to acquire financing to pursue this strategy, including the proceeds from Swartz  and Pittsford Capital as well as additional equity and/or debt financing.  However, no specific financial package with banks or other lenders has been negotiated to date.  If a suitable facility is found in fiscal 2002, management may re-institute discussions to obtain financing to acquire, refurbish, modernize, equip and staff such a facility.

On April 25, 2000, the Company inaugurated its website, www.torvec.com, for marketing, sales, education and information relating to the Company's inventions.

13





On June 29, 2000, the company announced that it had granted an exclusive, world-wide license of all its automotive technology to Variable Gear, LLC for the aeronautical and marine markets.  Variable Gear will pay the Company 4% royalties for 7 years after which the company is obligated to repurchase the license.  Variable Gear is owned 51% by Robert C. Horton, Chairman and CEO of Ultrafab, Inc. and a company shareholder.  The Company owns the remaining 49%.  The company does not share in any profit or losses in this entity.  Variable Gear has initiated discussions with a number of boat manufacturers, but to date it has not commenced operations or sublicensed our automotive technology in its markets.

The company's overall business strategy relating to its ice technology is to



|o | to continue its efforts to sell or license its rights in the ice technology to raise funds for the continued development and commercialization of its core technologies;
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|o | to promote utilization of the company's ice technology world-wide.                                                                                                      



The Company's license agreement with Dartmouth provides 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 thereafter.  In addition, the agreement provides for the payment of 50% of sub-license fee income.

The net loss for the three months ended June 30, 2002 was $1,424,000 as compared to the three months ended June 30, 2001 net loss of $739,000.  The increase in the net loss of $685,000 is principally related to a charge of $690,000 for the value of warrants issued to the new chairman of the Board and Chief Executive Officer.  (See Note 12 to Financial Statements)

Research and development expenses for the three months ended June 30, 2002 amounted to $282,000 as compared to $289,000 for the three months ended June 30, 2001.

General and administrative expenses for the three months ended June 30, 2002 amounted to $1,233,000 as compared to $450,000 for the three months ended June 30, 2001.  This increase amounted to $783,000 and is principally due to the value of the warrants issued as noted above.  (See Note 12 to the Financial Statements).



14





Liquidity and Capital Resources

The company's operations during the quarter ended June 30, 2002 were funded, in part, through the exercise of 250,000 warrants at $.30 a share for $75,000 from the Chairman of the Board and Chief Executive Officer.  Also, during the quarter ended June 30, 2002, the remaining stock subscription receivable of $285,000 was collected.  We estimate that at the current market prices, and our daily trading volume, we will be able to sell shares to Swartz Private Equity under our equity line during the next twelve months.

During the quarter ended June 30, 2002 the company issued 109,521 shares to business consultants under its Business Consultants Stock Plan in exchange for ongoing corporate legal services, internal accounting services, expenses associated with our lawsuit, marketing research expenses as well as legal fees and associated expenses for ongoing patent work.

In addition, during the quarter ended June 30, 2002, 35,461 shares were issued to a shareholder in exchange for the amount due that shareholder of $50,000.  Also, 190,965 shares were issued to a related party in exchange for $269,250 owed.  (See Note 11 to Financial Statements)

At June 30, 2002, the company's cash position was $9,000 and it had a working capital deficiency of $999,000.  During the quarter ended June 30, 2002 the company has been dependent on the sales and the issuance of stock for services.  Included in that deficiency are payables due to the Gleasman family amounting to $572,000, and, accrued compensation amounting to $240,000 from Ice Surface Development, Inc.  This total of $812,000 is payable in either cash or stock at the discretion of the Board of the Company.

At December 31, 2001, the company's cash position was $13,000, and the company had a working capital deficiency of $1,374,000.  The company's cash position at anytime during the fiscal year ended December 31, 2001 was directly dependent upon its success in selling stock since the company did not generate any revenues.  The company does not anticipate generating any revenues from its business activities during fiscal year 2002.

At December 31, 2001, the company owed $159,000 in loans payable to shareholders and officers.  At June 30, 2002, the company owed $46,000 in loans to these shareholders and officers.  During the quarter ended June 30, 2002, the company repaid $63,000 of the loans in cash and repaid $50,000 with the issuance of 35,461 shares as noted above.



15





The company anticipates that the funding it will receive from Swartz as well as its continuing issuance of shares under its Business Consultants Stock Plan will not be adequate to enable the company to implement its total 36-month business plan during fiscal 2002.  The company recognizes, based on its current financial status, its business plan and assumptions relating to its business plan (including assumptions regarding the nature and extent of its prototype development program, its environmental and feasibility testing program, the ability of the company to sell rights to its non-core assets, its ability to secure adequate manufacturing and distribution relationship and market acceptance of the company's products) that, to fully implement its business plan, the company will be required to obtain significant additional financing in the form of an equity investment by one or more investors in privately negotiated transactions or through debt financing or both.

To this end, the company has developed a strategy to sell its non-core technologies in order to raise capital for implementation of its business plan.  It also has engaged the services of nonexclusive agents to assist it raise needed capital.  Specifically, the company engaged the services of The NOVA Group to sell or license rights to the CV Joint and ice technology, and the Pittsford Capital Group to raise up to $5,000,000 through the sale of the company's Class A Preferred Stock.  In addition, management is directly negotiating with private investors and state agencies to formulate one or more financial packages to raise substantial monies.

As of June 30, 2002, the company had sold 38,500 Class A Preferred Shares for approximate gross proceeds of $154,000.

The company has an obligation to purchase 51% of Variable Gear, LLC on January 1, 2008.  The purchase price is equal to 51% of the then value of Variable Gear, as determined by an independent appraiser selected by the parties.  This liability can not be estimated at this time.  We believe that contributions of cash flows from operations, financing and strategic alliances will produce sufficient cash flow to fund this obligation.

Y2K Compliance

The company currently uses a software which management believes is in "Year 2000" (Y2K) compliance.  Management continues on an ongoing basis to evaluate the current software and implement any necessary changes to remain in "Year 2000" (Y2K) compliance.



16







Impact of Inflation

Inflation has not had a significant impact on the company's operations to date and management is currently unable to determine the extent inflation may impact the company's operations during its fiscal quarter ending June 30, 2002.

Quarterly Fluctuations

As of June 30, 2002, the company had not engaged in significant 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.



17





|PART II
OTHER INFORMATION
|-------------------------
|                         

Item 1.     Legal Proceedings

Except as provided below, the company is not a party to any pending, material litigation.  To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against the company.

On November 14, 2000, the company joined with Vernon and Keith Gleasman, as plaintiffs, in filing a lawsuit against McElroy Manufacturing, Inc., Arthur H. McElroy, II and Tri-Mc (collectively, "MMI") in the United States District Court for the Northern District of Oklahoma.

Under an October 10, 1991 agreement between MMI and the Gleasmans, McElroy was to manufacture from one to five prototypes of an hydraulic pump and motor designed by the Gleasmans for use in a continuously variable gear transmission also designed by them.  The hydraulic pump and motor designed by the Gleasmans necessitated a constant velocity joint in order to be marketable, and the Gleasmans utilized a gimbal in their designs for the constant velocity joint.  The designs and related technology were patented under U.S. Patent No. 5, 440,878.

MMI manufactured a first-generation prototype of the pump and motor using a gimbal for the constant velocity joint.  However, after such manufacture, on numerous occasions, MMI stated to the Gleasmans that the first-generation prototype pulsated or oscillated during operation of the motor which rendered the pump and motor inoperable for its stated purposes and, thus, unmarketable, and that the gimbal was the source of the pulsation or oscillation.

In the summer of 2000, the company's engineers, based upon CAD/CAM studies, discovered that the first generation gimbal did not pulsate or oscillate.  The Gleasmans and the company's management only then concluded that MMI had been misleading the Gleasmans, the company and the Court concerning the operability of the prototype of the pump and motor design which utilized the gimbal as a constant velocity joint.



18



As the result of such discovery, management of the company believes that MMI's earlier statements regarding the inoperability of the gimbal were false and fraudulent and that MMI knew that the first-generation pump and motor utilizing a gimbal as the constant velocity joint, as specifically designed by the Gleasmans, did not pulsate or oscillate but was instead a valuable and marketable pump and motor system which could have been rapidly commercialized.

Management therefore believes that the company has been harmed by MMI in the following important respects:

| | o | The Gleasmans and, later, the company were induced to proceed with expensive and time-consuming design, manufacturing and marketing of an alternative to the gimbal.  Specifically, the Gleasmans and, later, the company, expended an aggregate sum of approximately $1,000,000 in the design, manufacture and marketing of spherical gear technology, in significant part, to replace the gimbal and subsequent pump and motor prototypes;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | o | The Gleasmans, and later, the company, lost significantly valuable business opportunities available to them;                                                                                                                                                                                                                                                                                                                                
| | o | The Gleasmans, and later, the company, were induced to forebear the exercise of their rights to obtain worldwide patents on the pump and motor design which implemented a gimbal as the constant velocity joint.                                                                                                                                                                                                                            

By reason of the foregoing, management believes that MMI is liable to the plaintiffs for considerable compensatory and punitive damages in an amount to be determined at trial.  The plaintiffs have demanded a jury trial with respect to this litigation.

On January 2, 2001, MMI moved to dismiss the plaintiffs' complaint on the grounds that it constituted an impermissible collateral attack on the arbitration award of April 22, 1999 and July 10, 2000.  Moreover, MMI alleged that the plaintiffs' fraud claims were reviewed and rejected by the arbitrator.

On September 24, 2001, the Court denied MMI's motion.  The case is in the discovery phase.



19

Item 2:     Changes in Securities

a)      Class A Preferred Shares

We ask that you refer to our annual report (Form 10-K) filed with the Securities and Exchange Commission for a description of our Class A Preferred Shares.  As of June 30, 2002, we had issued 38,500 Class A Preferred Shares for aggregate proceeds of $154,000.

b)      Sales of Unregistered Securities

On April 2, 2002, the company issued 35,461 shares of its $.01 par value common stock to Robert C. Horton, an existing shareholder, for $50,000.

On April 16, 2002, the company issued 250,000 common shares to Eric Steenburgh, its new chairman and chief executive officer, for $75,000.

These 2 sales were to management and existing shareholders who are familiar with the company and accredited investors.  The company claims exemption from registration under section 4(2) of the Securities Act of 1933 as transactions by an issuer not involving a public offering.

c)      Use of Proceeds from Registered Offering

On May 28, 2002, the company's registration statement (SEC File No. 333-48188) became effective and the offering of the company's common shares under the registration statement commenced on May 28, 2002.  The registration statement covered the sale of up to 354,000 common shares upon the exercise of options at $5.00 per share as well as 4,360,000 common shares saleable to Swartz Private Equity under the company's equity line with Swartz at prevailing market prices.

Swartz exercised 61,355 commitment warrants on July 10, 2002.  The company received proceeds of $68,104.  All such proceeds were used for general corporate purposes.

|Item 3. | Defaults Upon Senior Securities
None                   
|------- | -------------------------------------------------------
|Item 4. | Submission of Matters to a Vote of Security HoldersNone
|        |                                                        



20



|Item 5. | Other Information               
|------- | --------------------------------
|        |                                 
|        | None                            
|        |                                 
|Item 6. | Exhibits and Reports on Form 8-K
|        |                                 

(a)     Exhibits

The following Exhibits, as applicable, are attached to this Quarterly Report (Form 10-QSB).  The Exhibit Index is found on the page immediately succeeding the signature page and the Exhibits follow on the pages immediately succeeding the Exhibit Index.



| | (2) | Plan of acquisition, reorganization, arrangement, liquidation, or succession
| | --- | ----------------------------------------------------------------------------
| |     |                                                                             
| |     | 2.1                                                                         
| |     |                                                                             
| | (3) | Articles of Incorporation, By-laws                                          
| |     |                                                                             
| |     | 3.1                                                                         
| |     |                                                                             
| |     | 3.2                                                                         
| |     |                                                                             
| |     | 3.3                                                                         







| |      |                                                                     
| | ---- | --------------------------------------------------------------------
| |      | 3.4                                                                 
| |      |                                                                     
| | (4)  | Instruments defining the rights of holders including indentures
None
| |      |                                                                     
| | (10) | Material Contracts                                                  
| |      |                                                                     
| |      | 10.1                                                                
| |      |                                                                     
| |      | 10.2                                                                
| |      |                                                                     
| |      | 10.3                                                                
| |      |                                                                     
| |      | 10.4                                                                
| |      |                                                                     



22



| |  | 10.5  | Operating Agreement of Variable Gear, LLC dated June 28, 2000, incorporated by reference to Form 10-QSB filed for the quarter ended June 30, 2000;                                                                  
| |  | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |                                                                                                                                                                                                                     
| |  | 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  | 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;                                              
| |  |       |                                                                                                                                                                                                                     
| |  | 10.8  | 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;                                              
| |  |       |                                                                                                                                                                                                                     
| |  | 10.9  | 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;                                             
| |  |       |                                                                                                                                                                                                                     
| |  | 10.10 | 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;                                                 
| |  |       |                                                                                                                                                                                                                     
| |  | 10.11 | 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;                                                    
| |  |       |                                                                                                                                                                                                                     
| |  | 10.12 | 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;
| |  |      
| |  | 10.13 | Employment Agreement with Michael Martindale, Chief Executive Officer, dated August 1, 2001, incorporated by reference to Form 10-QSB filed for fiscal quarter ended September 30, 2001;                            
| |  |      



23



| |      | 10.14                                                 | 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 September 30, 2001;                                                       
| | ---- | ----------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                       |                                                                                                                                                                                                                                             
| |      | 10.15                                                 | 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 September 30, 2001;                                          
| |      |                                                      
| |      | 10.16                                                 | 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 September 30, 2001;
| |      |                                                      
| |      | 10.17                                                 | 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 September 30, 2001;                                      
| |      |                                                      
| |      | 10.18                                                 | Pittsford Capital Group, LLC Agreement dated January 30, 2002, incorporated by reference to Form 10-KSB filed for fiscal year ended December 31, 2001;                                                                                      
| |      |                                                      
| |      | 10.19                                                 | Gleasman-Steenburgh Indemnification Agreement dated April 9, 2002, incorporated by reference to Form 10-KSB filed for fiscal year ended December 31, 2001;                                                                                  
| |      |                                                       |                                                                                                                                                                                                                                             
| |      | 10.20                                                 | Series B Warrant dated April 10, 2002, incorporated by 
reference to Form 10-KSB filed for fiscal year ended
December 31, 2001;                                                                                                             
| |      |                                                       |                                                                                                                                                                                                                                             
| | (11) | Statement re computation of per share earnings (loss)
| |      |                                                      
| |      | Not applicable                                       
| |      |                                                      
| | (15) | Letter re unaudited interim financial information    
| |      |                                                      
| |      | Not applicable                                       
| |      |                                                      
| | (18) | Letter re change in accounting principles            
| |      |                                                      
| |      | Not applicable                                       
| |      |                                                      

24



| | (19)    | Report furnished to security holders                                                                                
| | ------- | --------------------------------------------------------------------------------------------------------------------
| |         |                                                                                                                     
| |         | Not applicable                                                                                                      
| |         |                                                                                                                     
| | (22)    | Published report regarding matters submitted to vote of security holders                                            
| |         |                                                                                                                     
| |         | Not applicable                                                                                                      
| |         |                                                                                                                     
| | (23)    | Consents of experts and counsel                                                                                     
| |         |                                                                                                                     
| |         | Not applicable                                                                                                      
| |         |                                                                                                                     
| | (24)    | Power of attorney                                                                                                   
| |         |                                                                                                                     
| |         | Not applicable                                                                                                      
| |         |                                                                                                                     
| | (99)(a) | Additional exhibits                                                                                                 
| |         |                                                                                                                     
| |         | Certificate pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
| |        

(b)     Reports Filed on Form 8-K

None.

(c)     Forward Looking Information

This Annual Report contains forward-looking statements that are based on current expectations, estimates and projections about the company and its plans for future operation as well as management's beliefs and assumptions.  Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements.  These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions ("Future Factors") which are difficult to predict.  Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.  The company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.



25



The Future Factors that may affect the company, its plans for its future operations and performance and results of the company's future business include, but are not limited to, the following:

| |    |                                                                                                                                                                                                                                                                                                                   
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a. | the company's ability to raise or borrow significant capital to fund its business plan;                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                   
| | b. | the company's ability to enter into collaborative joint working arrangements, formal joint venture arrangements and/or licensing arrangements with domestic and/or foreign governments, automotive industry manufacturers and suppliers to manufacture and promote the company's inventions;                      
| |    |                                                                                                                                                                                                                                                                                                                   
| | c. | industry and consumer acceptance of the company's inventions;                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                   
| | d. | the level of competition and resistance in the automotive and related industries;                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                   
| | e. | general economic and competitive conditions in the markets and countries in which the company will operate, and the risks inherent in any future international operations;                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                   
| | f. | the strength of the U.S. dollar against currencies of other countries where the company may operate, as well as cross-currencies between the company's future operations outside of the U.S. and other countries with whom it transacts business;                                                                 
| |    |                                                                                                                                                                                                                                                                                                                   
| | g. | changes in business, political and economic conditions due to the recent terrorist attacks in the U.S., the threat of future terrorist activity in the U.S. and other parts of the world, and related U.S. military actions overseas;  and                                                                        
| |    |                                                                                                                                                                                                                                                                                                                   
| | h. | changes in accounting standards promulgated by the Financial Accounting Standards Board, the Securities and Exchange Commission, the American Institute of Certified Public Accountants or by any national independent standards board created by Congress, which may require adjustments to financial statements.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in the forward-looking statements.  The company does not intend to update forward-looking statements.

26



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                       | TORVEC, INC.                                                            
|---------------------- | ------------------------------------------------------------------------
|Date:  August 13, 2002 | By:   /S/ KEITH E. GLEASMAN         Keith E. Gleasman
         President

|Date:  August 13, 2002 | By:   /S/ SAMUEL M. BRONSKY         Samuel M. Bronsky
         Chief Financial and Accounting Officer
|---------------------- | -----------------------------------------------------------------------------------------------------
|                       |                                                                                                      



27



EXHIBIT INDEX



|EXHIBIT | PAGE
|------- | ----
|        |     
|(2)     |     
|        |     
|        |     
|        |     
|(3)     |     
|        |     
|        |     
|        |     
|        |     
|        |     
|        |     
|        |     
|        |     
|        |     
|(4)     |     
|        |     



28



|EXHIBIT |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | PAGE
|------- | ------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|        |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|(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;                                                                                                                                       | N/A 
|        |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |     
|        |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 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;                                                                                                                                                                                                                                                                                        | N/A 
|        |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |     
|        | 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 Statement registering an 
additional 200,000, 200,000, 100,000 and 800,000 shares of the 
Company's $.01 par value common stock reserved for issuance 
thereunder, effective October 5, 2000,  November 7, 2001, 
December 21, 2001 and February 1, 2002 respectively; | N/A 
|        |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |     
|        | 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 September 30, 1999;                                                                                                                                                                                                                                                                                                                                                                                                           | N/A 
|        |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |     
|        | 10.5               | Operating Agreement of Variable Gear, LLC dated June 28, 2000,
incorporated by reference to Form 10-QSB filed for the quarter 
ended June 30, 2000;                                                                                                                                                                                                                                                                                                                                                                                                                       | N/A 
|        |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |     
|        | 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;                                                                                                                                                                                                                                                                                                                                                                                                                         | N/A 
|        |                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |     



29



|EXHIBIT |  |  | PAGE
|------- |  |  | ----

| | 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;                                                               | N/A
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---
| |       |                                                                                                                                                                                                                                              |    
| | 10.8  | Consulting Agreement Extension with Keith E. Gleasman, 
effective January 1, 2001;                                                                                                                                                           | N/A
| |       |                                                                                                                                                                                                                                              |    
| | 10.9  | Consulting Agreement Extension with James A. Gleasman, 
effective January 1, 2001;                                                                                                                                                           | N/A
| |       |                                                                                                                                                                                                                                              |    
| | 10.10 | Consulting Agreement Extension with Vernon E. Gleasman, 
effective January 1, 2001,                                                                                                                                                          | N/A
| |       |                                                                                                                                                                                                                                             
| | 10.11 | Option and Consulting Agreement with PMC Direct Corp.,
dated February 10, 1999, incorporated by reference to
Form 10-QSB filed for quarter ended April 31, 2001;                                                                             | N/A
| |       |                                                                                                                                                                                                                                             
| | 10.12 | 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 April 31, 2001;                         | N/A
| |      
| | 10.13 | Employment Agreement with Michael Martindale, Chief 
Executive Officer, dated August 1, 2001, incorporated by 
reference to Form 10-QSB filed for fiscal quarter ended 
September 30, 2001;                                                  | N/A
| |      
| | 10.14 | 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 September 30, 2001;                                                       | N/A
| |       |                                                                                                                                                                                                                                             
| | 10.15 | 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 
September 30, 2001;                                        | N/A
| |      
| | 10.16 | 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 September 30, 2001; | N/A



30



|EXHIBIT |         |                                                                                                                      | PAGE                                                                                                                                                                                                     
|------- | ------- | -------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |         |                                                                                                                     
|        |         | 10.17                                                                                                                | 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 
September 30, 2001;
|        |         |                                                                                                                     
|        |         | 10.18                                                                                                                | Pittsford Capital Group, LLC Agreement dated January 30, 2002,
incorporated by reference to Form 10-KSB filed for fiscal year 
ended December 31, 2001;                                                  
|        |         |                                                                                                                     
|        |         | 10.19                                                                                                                | Gleasman-Steenburgh Indemnification Agreement dated April 9, 
2002, incorporated by reference to Form 10-KSB filed for fiscal 
year ended December 31, 2001;                                             
|        |         |                                                                                                                      |                                                                                                                                                                                                          
|        |         | 10.20                                                                                                                | Series B Warrant dated April 10, 2002, incorporated by reference
to Form 10-KSB filed for fiscal year ended December 31, 2001;                                                                           
|        |         |                                                                                                                      |                                                                                                                                                                                                          
|        | (11)    | Statement re computation of per share earnings (loss)                                                               
|        |         |                                                                                                                     
|        |         | Not applicable                                                                                                      
|        |         |                                                                                                                     
|        | (15)    | Letter re unaudited interim financial information                                                                   
|        |         |                                                                                                                     
|        |         | Not applicable                                                                                                      
|        |         |                                                                                                                     
|        | (18)    | Letter re change in accounting principles                                                                           
|        |         |                                                                                                                     
|        |         | Not applicable                                                                                                      
|        |         |                                                                                                                     
|        | (19)    | Report furnished to security holders                                                                                
|        |         |                                                                                                                     
|        |         | Not applicable                                                                                                      
|        |         |                                                                                                                     
|        | (22)    | Published report regarding matters submitted to vote of security holders                                            
|        |         |                                                                                                                     
|        |         | Not applicable                                                                                                      
|        |         |                                                                                                                     
|        | (23)    | Consents of experts and counsel                                                                                     
|        |         |                                                                                                                     
|        |         | Not applicable                                                                                                      
|        |         |                                                                                                                     
|        | (24)    | Power of attorney                                                                                                   
|        |         |                                                                                                                     
|        |         | Not applicable                                                                                                      
|        |         |                                                                                                                     
|        | (99)(a) | Additional exhibits                                                                                                 
|        |         |                                                                                                                     
|        |         | Certificate pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 32                                                                                                                                                                                                       

31







| | Exhibit 99 (a)
| | --------------







Certificate pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002



In connection with the Quarterly Report of Torvec, Inc. ("Torvec") on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Eric Steenburgh, CEO and Samuel Bronsky, Chief Financial Officer of Torvec, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:



|(1) | The Report fully complies with the requirements of section 13(a) or 
15(d) of the Securities Exchange Act of 1934; and                               
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                      
|(2) | The information contained in the Report fairly presents, in all material 
respects, the financial condition and results of operations of Torvec, Inc.





/S/ ERIC STEENBURGH
Eric Steenburgh
CEO
August 13, 2002/S/ SAMUEL BRONSKY
Samuel Bronsky
Chief Financial Officer
August 13, 2002



32