| X                                                                                                                          |  QUARTERLY      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934  |
|----------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------|
|                                                                                                                       |                                                                                                     |
| For      the quarterly period ended: March 31, 2009                                                                        |
| or                                                                                                                         |
|                                                                                                                       |                                                                                                     |
|                                                                                                                       |  TRANSITION      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF      1934 |
|                                                                                                                       |                                                                                                     |
| For      the transition period from: _____________ to _____________ Commission      File Number:  000-27131 |

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

| Indicate      by check mark whether the registrant (1) has filed all reports required to      be filed by Section 13 or 15(d) of theSecurities      Exchange Act of 1934 during the preceding 12 months (or for such shorter      period that the registrant was                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| required      to file such reports), and (2) has been subject to such filing      requirements for the past 90 days.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | X |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| Indicate      by check mark whether the registrant has submitted electronically and      posted on its corporate Web site, if any, every Interactive Data File      required to be submitted and posted pursuant to Rule 405 of      Regulation S-T (§232.405 of this chapter) during the preceding 12 months      (or for such shorter period that the registrant was required to submit and      post such files):   N/A since the registrant      is neither required nor permitted to post Interactive Data      Files.        Indicate      by check mark whether the registrant is a large accelerated filer, an      accelerated filer, a non-accelerated filer., or a smaller reporting      company. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| Large      accelerated filer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |   | Accelerated      filer |   |   |
| Non-accelerated      filer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   | Smaller      reporting company | X |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| Indicate      by check mark whether the registrant is a shell company (as defined in      Rule 12b-2 of the Act).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |  Yes | X |  No |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| The      registrant has 27,911,286 shares of common stock outstanding at May 18,      2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

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

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| TRANSFER      TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES                                            |   |
|---------------------------------------------------------------------------------------------------------------------|--------|
| (FKA      INVERTED PARADIGMS CORPORATION AND SUBSIDIARIES)                                                     |   |
| CONDENSED      CONSOLIDATED BALANCE SHEETS (UNAUDITED)                                                              |   |
|                                                                                                                |   |   |   |   |   |   |
|                                                                                                                |   |   |   |   |   |   |
|                                                                                                                |   |   |   |   |   |   |
| ASSETS                                                                                                              |   |
|                                                                                                                |   | March      31, |   |   | December      31, |   |
|                                                                                                                |   | 2009 |   |   | 2008 |   |
|                                                                                                                |   |   |   |   |   |   |
| CURRENT      ASSETS                                                                                                 |   |   |   |   |   |   |
|   Cash                                                                                                    |   | $ | 99,632 |   |   | $ | 144,641 |   |
|   Accounts      receivable - other                                                                        |   |   | 20,000 |   |   |   | - |   |
|   Reserve      for doubtful accounts                                                                      |   |   | (20,000 | ) |   |   | - |   |
|   Other      assets                                                                                       |   |   | 2,191 |   |   |   | 2,191 |   |
|                                                                                                                |   |   | 101,823 |   |   |   | 146,832 |   |
| FIXED      ASSETS                                                                                                   |   |   |   |   |   |   |   |   |
|   Equipment      (Net of Accumulated Depreciation of $ 605 at March 31, 2009      and                     |   |   |   |   |   |   |   |   |
|   $403      at December 31, 2008)                                                                         |   |   | 2,214 |   |   |   | 2,416 |   |
|                                                                                                                |   |   |   |   |   |   |   |   |
| TOTAL      ASSETS                                                                                                   |   | $ | 104,037 |   |   | $ | 149,248 |   |
|                                                                                                                |   |   |   |   |   |   |   |   |
|                                                                                                                |   |   |   |   |   |   |   |   |
| LIABILITIES      AND STOCKHOLDERS' DEFICIT                                                                     |   |
|                                                                                                                |   |   |   |   |   |   |   |   |
| CURRENT      LIABILITIES                                                                                            |   |   |   |   |   |   |   |   |
|    Accounts      payable                                                                             |   | $ | 133,934 |   |   | $ | 118,765 |   |
|    Other      current liabilities                                                                    |   |   | 220,352 |   |   |   | 209,863 |   |
|    Liabilty      for stock to be issued                                                              |   |   | 10,015 |   |   |   | 3,015 |   |
|    Notes      payable                                                                                |   |   | 550,000 |   |   |   | 130,000 |   |
|                                                                                                                |   |   |   |   |   |   |   |   |
|           Total      current liabilities                          |   |   | 914,301 |   |   |   | 461,643 |   |
|                                                                                                                |   |   |   |   |   |   |   |   |
| STOCKHOLDERS'  DEFICIT                                                                                    |   |   |   |   |   |   |   |   |
|    Common      stock, par value $.001 per share;                                                     |   |   |   |   |   |   |   |   |
|        250,000,000      shares authorized  in  2009 and 2008 |   |   |   |   |   |   |   |   |
| and      24,150,473 and 22,798,024 shares issued and 23,817,627 and 22,598,413      outstanding                     |   |   |   |   |   |
|        at      March 31, 2009 and December 31, 2008 respectively                 |   |   | 24,150 |   |   |   | 22,798 |   |
|    Additional      paid-in capital                                                                   |   |   | 44,872,714 |   |   |   | 44,599,969 |   |
|    (Accumulated      deficit)                                                                        |   |   | (45,642,444 | ) |   |   | (44,897,324 | ) |
|                                                                                                                |   |   | (745,580 | ) |   |   | (274,557 | ) |
|                                                                                                                |   |   |   |   |   |   |   |   |
|   Less:      Cost of treasury stock, 332,846 shares at March 31, 2009                                     |   |   |   |   |   |   |   |   |
|   and      199,611 shares at December 31, 2008                                                            |   |   | (64,684 | ) |   |   | (37,838 | ) |
|                                                                                                                |   |   |   |   |   |   |   |   |
|            Total      stockholders' deficit                  |   |   | (810,264 | ) |   |   | (312,395 | ) |
|                                                                                                                |   |   |   |   |   |   |   |   |
| TOTAL      LIABILITIES AND STOCKHOLDERS'  DEFICIT                                                         |   | $ | 104,037 |   |   | $ | 149,248 |   |

----

| TRANSFER      TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES                                                |   |
|--------------------------------------------------------------------------------------------------------------------|--------|
| (FKA      INVERTED PARADIGMS CORPORATION)                                                                          |   |
| CONDENSED      CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)                                                   |   |
| FOR      THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008                                                            |   |
|                                                                                                               |   |   |   |   |   |   |
|                                                                                                               |   | 2009 |   |   | 2008 |   |
|                                                                                                               |   |   |   |   |   |   |
|                                                                                                               |   |   |   |   |   |   |
| REVENUES                                                                                                           |   |   |   |   |   |   |
|     Net      sales                                                                             |   | $ | 38,629 |   |   | $ | - |   |
|     Cost      of sales                                                                         |   |   | - |   |   |   | - |   |
|                    Gross      Profit              |   |   | 38,629 |   |   |   | - |   |
|                                                                                                               |   |   |   |   |   |   |   |   |
| COSTS      AND EXPENSES                                                                                            |   |   |   |   |   |   |   |   |
|     Selling,      general and administrative                                                   |   |   | 730,709 |   |   |   | 234,631 |   |
|     Reserve      for doubtful account                                                          |   |   | 20,000 |   |   |   | - |   |
|                    Total      costs and expenses  |   |   | 750,709 |   |   |   | 234,631 |   |
|                                                                                                               |   |   |   |   |   |   |   |   |
| NET      LOSS BEFORE OTHER INCOME (LOSS)                                                                           |   |   | (712,080 | ) |   |   | (234,631 | ) |
|                                                                                                               |   |   |   |   |   |   |   |   |
| OTHER      INCOME (LOSS)                                                                                           |   |   |   |   |   |   |   |   |
|     Interest      income                                                                       |   |   | 2 |   |   |   | 3,954 |   |
|     Interest      expense                                                                      |   |   | (33,042 | ) |   |   | (270,958 | ) |
|                    Total      other income (loss) |   |   | (33,040 | ) |   |   | (267,004 | ) |
|                                                                                                               |   |   |   |   |   |   |   |   |
| NET      (LOSS) BEFORE PROVISON FOR INCOME TAX                                                                     |   |   | (745,120 | ) |   |   | (501,635 | ) |
|                                                                                                               |   |   |   |   |   |   |   |   |
|                                                                                                               |   |   |   |   |   |   |   |   |
|  LOSS      BEFORE PROVISION FOR INCOME TAX                                                                    |   |   | (745,120 | ) |   |   | (501,635 | ) |
|                                                                                                               |   |   |   |   |   |   |   |   |
| PROVISION      FOR INCOME TAX                                                                                      |   |   | - |   |   |   | - |   |
|                                                                                                               |   |   |   |   |   |   |   |   |
|                                                                                                               |   |   |   |   |   |   |   |   |
| NET  LOSS                                                                                                |   | $ | (745,120 | ) |   | $ | (501,635 | ) |
|                                                                                                               |   |   |   |   |   |   |   |   |
|                                                                                                               |   |   |   |   |   |   |   |   |
| NET  LOSS      PER COMMON SHARE - BASIC AND DILUTED                                                      |   | $ | (0.03 | ) |   | $ | (0.06 | ) |
|                                                                                                               |   |   |   |   |   |   |   |   |
|                                                                                                               |   |   |   |   |   |   |   |   |
| WEIGHTED      AVERAGE OUTSTANDING SHARES                                                                           |   |   |   |   |   |   |   |   |
| OF      COMMON STOCK - BASIC AND DILUTED                                                                           |   |   | 23,369,789 |   |   |   | 8,548,812 |   |

----

| TRANSFER      TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES                                                                                     |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| (FKA      INVERTED PARADIGMS CORPORATION AND SUBSIDIARIES)                                                                                              |   |
| CONDENSED      CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)                                                                                        |   |
| FOR      THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008                                                                                                 |   |
|                                                                                                                                                    |   |   |   |   |   |   |
|                                                                                                                                                    |   | 2009 |   |   | 2008 |   |
|                                                                                                                                                    |   |   |   |   |   |   |
| CASH      FLOWS FROM OPERATING ACTIVITIES:                                                                                                              |   |   |   |   |   |   |
|   Net      loss                                                                                                                               |   |   | (745,120 | ) |   |   | (501,635 | ) |
| Adjustments      to reconcile net loss to                                                                                                               |   |   |   |   |   |   |   |   |
| net      cash used in operating activities:                                                                                                             |   |   |   |   |   |   |   |   |
| Depreciation      and amortization                                                                                                                      |   |   | 202 |   |   |   | - |   |
| Stock      issued to executives for compensation                                                                                                        |   |   | 18,000 |   |   |   | - |   |
| Stock      issued to directors for services net                                                                                                         |   |   | 18,000 |   |   |   | 17,615 |   |
| Stock      issued to venders and consultants for compenstation                                                                                          |   |   | 212,333 |   |   |   |   |   |
| Interest      resulting from beneficial conversion feature of  notes      payable                                                             |   |   | 4,000 |   |   |   | 249,388 |   |
|                                                                                                                                                    |   |   |   |   |   |   |   |   |
| Changes      in Certain Assets and Liabilities                                                                                                          |   |   |   |   |   |   |   |   |
| (Increase)      in accounts receivable - other                                                                                                          |   |   | (20,000 | ) |   |   | - |   |
| Increase      in reserve for doubtful accounts receivable - other                                                                                       |   |   | 20,000 |   |   |   | - |   |
| (Increase)      in other current assets                                                                                                                 |   |   | - |   |   |   | 2,594 |   |
| Increase  accounts      payable                                                                                                               |   |   | 15,169 |   |   |   | (8,541 | ) |
| Increase      in liability for stock to be issued                                                                                                       |   |   | 7,000 |   |   |   | - |   |
| Increase      (Decrease) accrued expenses - net                                                                                                         |   |   | 10,489 |   |   |   | (70,689 | ) |
|                                                                                                                                                    |   |   |   |   |   |   |   |   |
|                          Net cash  (used in)  operating activities |   |   | (459,927 | ) |   |   | (311,268 | ) |
|                                                                                                                                                    |   |   |   |   |   |   |   |   |
| CASH      FLOWS FROM INVESTING ACTIVITIES                                                                                                               |   |   |   |   |   |   |   |   |
| Due      to related parties                                                                                                                             |   |   | - |   |   |   | (11,354 | ) |
|                                                                                                                                                    |   |   |   |   |   |   |   |   |
|                    Net      cash provided by investing activities                      |   |   | - |   |   |   | (11,354 | ) |
|                                                                                                                                                    |   |   |   |   |   |   |   |   |
| CASH      FLOWS FROM FINANCING ACTIVITIES                                                                                                               |   |   |   |   |   |   |   |   |
| Proceeds      from issuing restricted stock and stock to be issued                                                                                      |   |   | 30,000 |   |   |   | 750 |   |
| Treasury      Stock and other                                                                                                                           |   |   | (35,082 | ) |   |   | - |   |
| Proceeds      from convertible notes payable                                                                                                            |   |   | 420,000 |   |   |   | - |   |
| Proceeds      from bridge loan                                                                                                                          |   |   | - |   |   |   | 98,000 |   |
| Proceeds      from stock issuances                                                                                                                      |   |   | - |   |   |   | 246,139 |   |
|                                                                                                                                                    |   |   |   |   |   |   |   |   |
|                    Net      cash provided by financing activities                      |   |   | 414,918 |   |   |   | 344,889 |   |
|                                                                                                                                                    |   |   |   |   |   |   |   |   |
| NET      INCREASE (DECREASE) IN CASH                                                                                                                    |   |   | (45,009 | ) |   |   | 22,267 |   |
|                                                                                                                                                    |   |   |   |   |   |   |   |   |
| CASH      AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                                                                                    |   |   | 144,641 |   |   |   | 1,915 |   |
|                                                                                                                                                    |   |   |   |   |   |   |   |   |
| CASH      AND CASH EQUIVALENTS - END OF PERIOD                                                                                                          |   | $ | 99,632 |   |   | $ | 24,182 |   |
|                                                                                                                                                    |   |   |   |   |   |   |   |   |
| SUPPLEMENTAL      DISCLOSURE OF CASH FLOW INFORMATION                                                                                                   |   |   |   |   |   |   |   |   |
|   Issuance      of Common Stock for:                                                                                                          |   |   |   |   |   |   |   |   |
|                                                                                                                                                    |   |   |   |   |   |   |   |   |
|    Stock      issued to executives                                                                                                       |   | $ | 18,000 |   |   | $ | - |   |
|    Stock      issued to directors                                                                                                        |   | $ | 18,000 |   |   | $ | 17,615 |   |
|    Stock      issued to vendors and consultants                                                                                          |   | $ | 212,333 |   |   | $ | - |   |
|                                                                                                                                                    |   |   |   |   |   |   |   |   |
|   Cash      Paid during the Year:                                                                                                             |   |   |   |   |   |   |   |   |
|    Interest      Expense                                                                                                                 |   | $ | - |   |   | $ | 7,877 |   |

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|                                                                                  |   | March      31, 2009 |       |   | March      31, 2008 |   |
|---------------------------------------------------------------------------------------|--------|---------------------|------------|--------|---------------------|--------|
| NET      LOSS                                                                         |   | $                   | (745,120   | )      |                | $      | (501,635 | ) |
| WEIGHTED      AVERAGE OUTSTANDING SHARES OF COMMON STOCK – BASIC AND    DILUTED |   |                | 23,369,789 |   |                |   | 8,548,812 |   |

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

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|                                           |   | March      31, 2009 |   |   | March      31, 2008 |   |
|------------------------------------------------|--------|---------------------|--------|--------|---------------------|--------|
| Computers      and equipment                   |   | $                   | 2,819  |   |                | $      | - |   |
| Less:  accumulated      depreciation |   |                | 605    |   |                |   | - |   |
| Computers      and equipment - Net             |   | $                   | 2,214  |   |                | $      | - |   |

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

----

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

----

| March      2009 – Unsecured convertible note payable for $ 20,000 including interest      at a fixed      rate of 13%. The maturity date is March 2010 at which time all principle      and interest      are due. |   |   | 20,000  |   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|---------|--------|
|                                                                                                                                                                                                                     |   |   |    |   |
| March      2009 – Unsecured convertible note payable for $ 20,000 including interest      at a fixed      rate of 13%. The maturity date is March 2010 at which time all principle      and interest      are due. |   | $      | 550,000 |   |

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

----

|                     |   | March      31, 2009 |       |   | March      31, 2008 |   |
|--------------------------|--------|---------------------|------------|--------|---------------------|--------|
|                     |   |                |       |   |                |   |
| Deferred      tax assets |   | $                   | 1,523,156  |   |                | $      | 703,189 |   |
| Less:      valuation     |   |                | (1,523,156 | )      |                |   | (703,189 | ) |
| Totals                   |   | $                   | -          |   |                | $      | - |   |

----

----

| Year                            | Warrant      Type               | Warrant      Shares | Exercise      Price | Expiration      Date |
|---------------------------------|---------------------------------|---------------------|---------------------|----------------------|
|                            |                            |                |                |                 |
| 2004                            | Notes      payable warrants     | 50,000              | 0.92                | None                 |
|                            |                            |                |                |                 |
| 2006                            | Broker      warrants            | 50,000              | 0.5                 | Mar.      2009       |
|                            |                            |                |                |                 |
| 2006                            | Broker      warrants            | 300,000             | 0.045               | Apr.      2011       |
| 2006                            | Warrant      exercise           | (300,000)           | 0.045               |                 |
|                            |                            | 0                   |                |                 |
|                            |                            |                |                |                 |
| 2006                            | Broker      warrants            | 294,118             | 0.085               | May      2011        |
| 2006                            | Warrant      exercise           | (294,118)           | 0.085               |                 |
|                            |                            | 0                   |                |                 |
|                            |                            |                |                |                 |
| 2006                            | Class      A warrants           | 2,941,177           | 0.085               | May      2011        |
| 2007                            | Class      A warrants cancelled | (2,941,177)         | 0.085               |                 |
|                            |                            | 0                   |                |                 |
|                            |                            |                |                |                 |
| 2006                            | Class      B warrants           | 2,941,177           | 0.50                | May      2011        |
| 2007                            | Class      B warrants cancelled | (2,941,177)         | 0.50                |                 |
|                            |                            | 0                   |                |                 |
|                            |                            |                |                |                 |
| 2008                            | Class      A warrants           | 4,971,538           | 1.25                | Various      2010    |
| 2008                            | Class      B warrants           | 4,971,538           | 1.25                | Various      2011    |
|                            |                            | 9,943,076           |                |                 |
|                            |                            |                |                |                 |
| 2009                            | Class      A warrants           | 150,000             | 1.25                | Various      2010    |
| 2009                            | Class      B warrants           | 150,000             | 1.25                | Various      2011    |
|                            |                            | 300,000             |                |                 |
|                            |                            |                |                |                 |
| Total      warrants outstanding | 10,343,076                      |                |                |

----

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

----

----

----

----

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

----

----