UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



———————

FORM
10-Q

———————



|(Mark
One) |  | 
|---------- |  | 

|[X] | QUARTERLY
                                         REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF 1934
                                         For the quarterly period ended March 31, 2012. | 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|    |                                                                                                                                                                                                                           | 



or



|[_] | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) 
    OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from [--Date---]to [--Date---] | 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------- | 





Commission
File Number: 000-27131



ENVIRO-SERV,
INC.

(Exact
name of registrant as specified in its charter)



|DELAWARE                                                                                                                |  | 88-0381258                                                                   
|----------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------
|(State
                                         or other jurisdiction of
        incorporation
        or organization) |  | (I.R.S.
                                         Employer Identification No.)
|                                                                                                                        |  |                                                                              
|8446
    Flagstone Drive, Tampa, FL                                                                                     |  | 33615                                                                        
|(Address
    of principal executive offices)                                                                            |  | (Zip
    Code)                                                               



(813)
708-9910

(Registrant’s
telephone number, including area code)



N/A

(Former
name, former address and former fiscal year, if changed since last report)



———————



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes  [_]    No  [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/Asince
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. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



|Large
    accelerated filer [_]                                              |                                   | Accelerated
     filer [_]
|---------------------------------------------------------------------------- | --------------------------------- | --------------------------
|                                                                             |                                   |                           
|Non-accelerated
    filer [_]  (Do not check if a smaller reporting company) | 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  [_]    No  [X]



The
registrant has 240,663,748 shares of common stock outstanding at March 31, 2012.











PART
I – FINANCIAL INFORMATION



Item
1. Financial Statements.



TRANSFER
TECHNOLOGY INTERNATIONAL CORP. AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH
31, 2012 AND 2010



|                                                                                                     | Page           
|---------------------------------------------------------------------------------------------------- | ---------------
|Condensed Consolidated Balance Sheets as of March 31, 2012 and December 31, 2011 (unaudited)         | F-1            
|                                                                                                     |                
|Condensed Consolidated Statement of Operations for the three months ended March 31, 2012 (unaudited) | F-2            
|                                                                                                     |                
|Condensed Consolidated Statement of Operations for the three months ended March 31, 2012 (unaudited) | F-3            
|                                                                                                     |                
|Notes to Condensed Consolidated Financial Statements                                                 | F-4through F-13





1









|TRANSFER TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES
|--------------------------------------------------------------
|CONDENSED CONSOLIDATED BALANCE SHEETS                         
|                                                              



|                                                                              |  | March 31, 2012 |             | December 31, 2011
|----------------------------------------------------------------------------- |  | -------------- | ----------- | -----------------
|                                                                              |  | (Unaudited)    |             |                  
|CURRENT ASSETS                                                                |  |                |             |                  
|Cash                                                                          |  | $              | 390         |                  
|Other assets                                                                  |  |                | —           |                  
|                                                                              |  | $              | —           |                  
|FIXED ASSETS                                                                  |  |                |             |                  
|Equipment, net of accumulated depreciation of $2,418 and $2,015, respectively |  |                | 401         |                  
|                                                                              |  |                |             |                  
|TOTAL ASSETS                                                                  |  | $              | 791         |                  
|                                                                              |  |                |             |                  
|                                                                              |  |                |             |                  
|LIABILITIES AND STOCKHOLDERS' DEFICIT                                         |  |                |             |                  
|                                                                              |  |                |             |                  
|CURRENT LIABILITIES                                                           |  |                |             |                  
|Accounts payable                                                              |  | $              | 67,241      |                  
|Accrued expenses                                                              |  |                | 898,452     |                  
|Derivative liability                                                          |  |                | 296,521     |                  
|Convertible notes and notes payable                                           |  |                | 546,800     |                  
|Related party loans                                                           |  |                | 101,200     |                  
|Total current liabilities                                                     |  | $              | 1,910,214   |                  
|                                                                              |  |                |             |                  
|STOCKHOLDERS' DEFICIT                                                         |  |                |             |                  
|Common stock, par value $.001 per share;                                      |  |                |             |                  
|250,000,000 shares authorized in 2011 and 2010 and 249,963,747                |  |                |             |                  
|116,164,376 outstanding at March 31, 2012 and December 31, 2011, respectively |  | $              | 249,963     |                  
|Additional paid-in capital                                                    |  |                | 46,408,962  |                  
|Accumulated deficit                                                           |  |                | (44,751,303 | )                
|Total stockholders' deficit                                                   |  |                | (1,909,423  | )                
|                                                                              |  |                |             |                  
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                                   |  | $              | 791         |                  





F-1









|TRANSFER TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES
|--------------------------------------------------------------
|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS               
|FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011            
|(Unaudited)                                                   
|                                                              



|                                              |  |                |             |               
|--------------------------------------------- |  | -------------- | ----------- | --------------
|                                              |  | March 31, 2012 |             | March 31, 2011
|                                              |  |                |             |               
|REVENUES                                      |  |                |             |               
|Net sales                                     |  | $              | 2,470       |               
|Cost of sales                                 |  |                | 500         |               
|Gross Profit (Loss)                           |  | $              | 1,970       |               
|                                              |  |                |             |               
|COSTS AND EXPENSES                            |  |                |             |               
|Selling, general and administrative           |  | $              | 302,350     |               
|Total costs and expenses                      |  |                | 302,350     |               
|                                              |  |                |             |               
|LOSS BEFORE OTHER INCOME (LOSS)               |  |                | (300,380    | )             
|                                              |  |                |             |               
|OTHER INCOME (LOSS)                           |  |                |             |               
|                                              |  |                |             |               
|Interest expense                              |  | $              | (48,528     | )             
|Other expense                                 |  |                | (114,798    | )             
|Total other income (loss)                     |  | $              | (163,326    | )             
|                                              |  |                |             |               
|                                              |  |                |             |               
|(LOSS) BEFORE PROVISION FOR INCOME TAX        |  | $              | (453,801    | )             
|                                              |  |                |             |               
|PROVISION FOR INCOME TAX                      |  |                | —           |               
|NET LOSS                                      |  | $              | (453,801    | )             
|                                              |  |                |             |               
|                                              |  |                |             |               
|NET LOSS PER COMMON SHARE - BASIC AND DILUTED |  | $              | (0.00       | )             
|                                              |  |                |             |               
|                                              |  |                |             |               
|WEIGHTED AVERAGE OUTSTANDING SHARES           |  |                |             |               
|OF COMMON STOCK - BASIC AND DILUTED           |  |                | 139,006,289 |               





F-2









|TRANSFER TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES
|--------------------------------------------------------------
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS               
|FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011            
|(Unaudited)                                                   
|                                                              
|                                                              
|                                                              
|CASH FLOWS FROM OPERATING ACTIVITIES:                         
|Net loss                                                      
|Adjustments to reconcile net loss to                          
|net cash used in operating activities:                        
|Depreciation and amortization                                 
|Accretion of debt discount                                    
|Stock issued for services                                     
|Stock issued to executives for compensation                   
|Stock issued to vendors and consultants for compensation      
|                                                              
|Debt inducement expense                                       
|                                                              
|Changes in Certain Assets and Liabilities                     
|Increase (Decrease) accounts payable                          
|Increase (Decrease) in stock payable                          
|Increase in accrued expenses                                  
|Increase (Decrease) in derivative liability                   
|Net cash (used in) operating activities                       
|                                                              
|CASH FLOWS FROM INVESTING ACTIVITIES                          
|                                                              
|CASH FLOWS FROM FINANCING ACTIVITIES                          
|Proceeds of treasury stock                                    
|Proceeds from sale of stock for cash                          
|Proceeds from related party loan, net                         
|Repurchase and cancellation of stock                          
|Payments on officer loans                                     
|Proceeds from convertible and promissory note payable         
|                                                              
|Net cash provided by financing activities                     
|                                                              
|NET INCREASE (DECREASE) IN CASH                               
|                                                              
|CASH - BEGINNING OF PERIOD                                    
|                                                              
|CASH - END OF PERIOD                                          





F-3











TRANSFER TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Note
1 - Organization



Transfer
Technology International Corp. (the “Company”) was previously known as Inverted Paradigms Corporation (“Inverted
Paradigms” or the “Company”) was incorporated in the State of Nevada on December 18, 1997. On September 29,
2003, the Company completed a re- incorporation merger into a Delaware Corporation thus changing the state of incorporation from
Nevada to Delaware. The Company is in the process of seeking new technology.



On
March 17, 2009 the Company announced the creation of its wholly owned subsidiary Organic Products International Corp. (OPI). The
decision to launch OPI is based on the development of three market ready products, and licensing agreements that provide a base
of product offerings.



In
November, 2009, the Company formed a new subsidiary called Xterminate, Inc., a Florida corporation, which launched their eco-friendly
termite control business. The Company applies oil for termite control purposes.



The
condensed consolidated unaudited financial statements included herein have been prepared by Transfer Technology International
Corporation (the “Company”), formerly Inverted Paradigms Corporation and Subsidiaries without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission (the SEC). Certain information and footnote disclosures normally
included in the financial statements prepared in accordance with accounting principles generally accepted in the United States
of America have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures
are adequate to make the information presented not misleading. It is suggested that these condensed consolidated financial statements
be read in conjunction with the December 31, 2010 audited consolidated financial statements and the accompanying notes thereto.
While management believes the procedures followed in preparing these condensed consolidated financial statements are reasonable,
the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished
by the Company later in the year.



The
management of the Company believes that the accompanying unaudited condensed consolidated financial statements contain all adjustments
(including normal recurring adjustments) necessary to present fairly the operations, changes in stockholders’ equity (deficit),
and cash flows for the periods presented.



Note
2 - Basis of Presentation -  Going Concern



The
Company’s consolidated financial statements have been prepared assuming the Company will continue as a going concern.
The Company has experienced net losses since February 16, 1999 (date of inception), which losses have caused an accumulated
deficit of $48,357,818 as of March 31, 2012 and $ 44,751,303 as of December 31, 2011. This factor, among others, raises
substantial doubt about the Company’s ability to continue as a going concern.



Management
has been able, thus far, to finance the losses through a series of private placements and convertible notes payable. The Company
is continuing to seek other sources of financing and attempting to explore alternate ways of generating revenues through partnerships
with other businesses. Conversely, the seeking of new technology is expected to result in operating losses for the foreseeable
future. There are no assurances that the Company will be successful in achieving its goals.



In
view of these conditions, the Company’s ability to continue as a going concern is dependent upon its ability to obtain additional
financing or capital sources, to meet its financing requirements, and ultimately to achieve profitable operations. Management
believes that its current and future plans to raise capital provide an opportunity to continue as a going concern.





Note
3 - Summary of Significant Accounting Policies



Principles
of Consolidation



The
consolidated financial statements include the accounts of Transfer Technology International, Corporation and its wholly owned
subsidiaries. All significant intercompany accounts and transactions are eliminated in the consolidated financial statements.



F-4









Use
of Estimates



The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.



Fair
Value of Financial Instruments



The
carrying amount of financial instruments, including cash and cash equivalents, accounts payable, and accrued expenses, debt and
other liabilities, approximate fair value due to their short maturities.



Revenue
Recognition



Revenue
is recognized when persuasive evidence of an arrangement exists, services are rendered, pricing is fixed or determinable and collectability
is reasonably assured.



Recent
Accounting Pronouncements



In
August 2010, the FASB issued ASU No 2010-22, Accounting for Various Topics. Technical Corrections to SEC Paragraphs- An announcement
made by the staff of US Securities and Exchange Commission. This Update makes changes to several of the SEC guidance literature
within the Codification. Some of the changes relate to (1) Oil and Gas Exchange Offers, (2) Accounting for Divestiture of a Subsidiary
or Other Business Operations, (3) Replaces “Push Down” basis accounting references with “New” basis of
accounting to be used in the acquired companies financial statements, (4) Fees paid to an investment banker in connection with
an acquisition or asset purchase, when the investment banker is also providing interim financing or underwriting services must
be allocated between the related service and debt issue costs. The amendments in this Update are effective immediately. The Company
doesn’t expect this guidance to have a significant impact on its financials since there are no changes to accounting that
were not already being applied by the Company.



In
July 2010, the FASB issued ASU No 2010-20, Receivables (Topic 310) – Disclosures about the Credit Quality of Financing Receivables
and the Allowance for Credit Losses. This Update requires additional disclosures for financing receivables, excluding short-term
trade accounts receivables and or receivables measured at fair value. The new disclosures are designed to allow a user to better
evaluate a company’s credit risk in the portfolio of financing receivables, how the risk is analyzed and in allowing for
credit losses and the reason for the changes in the allowance for credit losses. Some of the additional disclosures required are
to provide a roll forward of allowance for credit losses by portfolio segment basis, credit quality of indicators of financing
receivables by class of financing receivables, the aging of financing receivables by class of financing receivable, significant
purchases and sales of financing receivables by portfolio segment, amongst other requirements. The amendments in this Update are
effective for reporting periods ending on or after December 15, 2010 for disclosures as of the end of the reporting period and
disclosures related to activity are effective for reporting periods beginning on or after December 15, 2010 for public entities.
For nonpublic entities, the disclosures are effective for annual reporting periods ending on or after December 15, 2011. Comparative
disclosures for earlier reporting periods are encouraged, but not required. The Company doesn’t expect this guidance to
have a significant impact on its financials since it doesn’t have any finance receivables. The receivables are short-term
trade receivables.



In
February 2010, the FASB issued ASU No 2010-10, Consolidation (Topic 810) – Amendments for Certain Investment Funds. This
update provides for the deferral of the consolidation requirements under Topic 810 for a reporting entity’s interest in
an entity 1) that has all the attributes of an investment company or 2) for which it is industry practice to apply measurement
principles for financial reporting purposes that are consistent with those followed by investment companies. The amendments are
effective as of the first annual period that begins after November 15, 2009, and for interim periods within that period. The Company
will adopt this Update on January 1, 2010 and it didn’t have a significant impact on the financials since the Company has
no interest in investment type companies.



F-5









In
February 2010, the FASB issued ASU No 2010-08, Technical Corrections to Various Topic. This update provides clarifications, eliminates
inconsistencies and outdated provisions within the guidance. None of the provisions fundamentally change US GAAP, but certain
clarifications regarding hedging and derivatives may cause a change in the application of that Subtopic. The amendments are effective
for the first reporting beginning after issuance – June 30, 2010 for the Company. The amendments were reviewed and no items
of significance were noted. As such, this update is not expected to have a significant impact on the Company’s financial
statements.





In
January 2010, the FASB issued ASU No 2010-06, Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about
Fair Value Measurements. This update provides amendment to the codification regarding the disclosures required for fair value
measurements. The key additions area as follows: 1) Disclose transfer in and out of Level 1 and 2, 2) Activity in Level 3 should
show information about purchases, sales, settlements, etc on a gross basis rather than as net basis, and 3) Additional disclosures
about inputs and valuation techniques. The new disclosure requirements are effective for interim and annual periods beginning
after December 31, 2009, except for the gross disclosures of purchases, etc which is effective for periods beginning after December
15, 2010. The Company will adopt this Update on January 1, 2010 and doesn’t expect it will have a significant impact on
the financials since there aren’t many items recorded at fair value, but additional disclosures about inputs and valuation
techniques will be made.



In
January 2010, the FASB issued ASU No 2010-04, Accounting for Various Topics – Technical Corrections to SEC Paragraphs.
This update provides updates/corrections to various topics of the codification with regards to the SEC’s position on
various matters. There is no new guidance, but adjustments to the SEC’s position on already issued updates. Some of the
main topics covered are as follows: 1) Requirements for using push down accounting in an acquisition 2) appropriate balance
sheet presentation of unvested, forfeitable equity instruments are issued to non employees as consideration for future
services – these are to be treated as not issued and no entry recorded until the instruments are earned. 3) intangible
assets arising from insurance contracts acquired in a business combination. The corrections are applicable for 2009 since the
updates relate to already issued guidance. The main issue that may impact the Company is the accounting for unvested,
forfeitable equity instruments. The Company will evaluate and determine if there are any contracts with non-employees for
which equity instruments are granted and ensure they are accounted for in accordance with the update.



Income
Taxes



The
Company accounts for income taxes utilizing the asset and liability method. This approach requires the recognition of deferred
tax assets and liabilities for the expected future tax consequences attributable to temporary differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit
carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that includes the enacted date. Valuation allowances
are established when necessary to reduce deferred tax assets to the amount expected to be realized.





Deferred
Income Taxes



Deferred
income taxes reflects the net tax effects of temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income tax purposes, as well as operating loss, capital loss and
tax credit carryforwards. Deferred tax assets and liabilities are classified as current or non-current based on the
classification of the related assets or liabilities for financial reporting, or according to the expected reversal dates of
the specific temporary differences, if not related to an asset or liability for financial reporting. Valuation allowances are
established against deferred tax assets if it is more likely than not that the assets will not be realized. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change
in tax rates or laws is recognized in operations in the period that includes the enactment date.



F-6









Income
Tax Uncertainties



The
calculation of the Company’s tax liabilities involves dealing with uncertainties in the application of complex tax
regulations. The Company recognizes liabilities for uncertain tax positions based on the two-step process prescribed by
applicable accounting principles. The first step is to evaluate the tax position for recognition by determining if the weight
of available evidence indicates that it is more likely than not that the position will be sustained on audit, including
resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure
the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. It is
inherently difficult and subjective to estimate such amounts, as this requires the Company to determine the probability of
various possible outcomes. The Company reevaluates these uncertain tax positions on a quarterly basis. This evaluation is
based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled
issues under audit, and new audit activity. Such a change in recognition or measurement would result in the recognition of a
tax benefit or an additional charge to the tax provision in the period. The Company recognizes interest and penalties as
incurred in finance income, (expense), net in the Consolidated Statements of Operations.



Net
Loss Per Share Information



Basic
and diluted loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during
the reporting period. The Company’s common stock warrants have been excluded from the diluted loss per share computation
since their effect is anti-dilutive.





The
following is a reconciliation of the computation for basic and diluted EPS:





|                                                                            |  | December
    31, 2011 |               | December
    31, 2010
|--------------------------------------------------------------------------- |  | --------------------- | ------------- | ---------------------
|NET LOSS                                                                    |  |                       | (1,317,641.00 | )                    
|                                                                            |  |                       |               |                      
|WEIGHTED
    AVERAGE OUTSTANDING SHARES OF COMMON STOCK - BASIC AND DILUTED |  |                       | 161,597,814   |                      



For the years ended December
31, 2011 and 2010 options and warrants were not included in the computation of diluted EPS because inclusion would have been anti-dilutive.
Stock options were not included since none have been granted.



For the three months ended March 31, 2012 and 2011 options and warrants were not included in the computation
of diluted EPS because inclusion would have been anti-dilutive. Stock options were not included since none have been granted. There
were 4,250,000 warrants at March 31, 2012 and 4,726,500 warrants at March 30, 2011.





Note
4 - Equipment





|                                   |  | March
    31, 2012 |       | March
    31, 2011
|---------------------------------- |  | ------------------ | ----- | ------------------
|Computers
    and equipment        |  | $                  | 2,819 |                   
|Less:
    accumulated depreciation |  |                    | 2418  |                   
|Computers
    and equipment - Net  |  | $                  | 401   |                   





Depreciation expense for the three
months ended March 31, 2012 and 2010 was $401 and $803 respectively.



Note
5 - Commitments



The
Company leases an office suite for its Tampa, Florida headquarters. The terms of the lease extends until February 28, 2012. The
Company is required to pay a base rent of $17,595 for the twelve months period ending February 28, 2012. The total expected lease
payments through December 31, 2011 is $8,798 and for the two months ended February 28, 2012 is $2,933 for the total of $11,730.



F-7









The
Company also leases 600 square feet of office space for its termite control operation. Lease payments are $1,500 per month. The
lease is on a month to month basis.



Note
6 - Convertible Notes and Notes Payable



Various
notes are in default and continue to accrue interest. The Company has the option, and it is managements’ intent to convert
all past due convertible notes to common stock in 2010 and 2011. The conversion price shall be based upon one half the average
closing share price of the stock for the 10 prior days before conversion or .25 cents, whichever is greater.



|                                                                                                                         |  | March 31, 2012 |         | December 31, 2011
|------------------------------------------------------------------------------------------------------------------------ |  | -------------- | ------- | -----------------
|Various unsecured convertible note payables, with varying interest rates between 10% - 18%, due on demand and in default |  | $              | 286,800 |                  
|                                                                                                                         |  |                |         |                  
|Various unsecured convertible note payable, 10% interest rate, due on January 2011                                       |  |                | 200,000 |                  
|                                                                                                                         |  |                |         |                  
|Various unsecured promisory notes, with varying interest rates between 10% - 12%, due on June and October 2010           |  |                | 60,000  |                  
|                                                                                                                         |  |                |         |                  
|Total Convertible Notes and Notes Payable                                                                                |  | $              | 546,800 |                  



During
the year ended December 31, 2010, the Company converted debt totaling $768,724, which included $126,224 of accrued interest into
55,389,090 shares of common stock. The debt was held by 32 convertible note holders. The debt was converted at the rate of $0.13
per share. The convertible notes originally established a conversion price of $0.25 per share. On August 26, 2010, the board of
directors repriced the conversion rate to $0.13 per share given the depressed value of the Company’s stock. In accordance
with generally accepted accounted principles, the Company recognized approximately $50,000 of debt inducement expense in connection
with this transaction.



F-8









Note
7 - Related Party Loans



|                                                                                                                                                                                                     |  | March
    31, 
2012 |         | December
    31, 2010
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------- | ------- | ---------------------
|May 2009
    – Unsecured promissory note payable for $ 50,000, bearing interest at a fixed rate of 8%. The maturity date is past and
    all principal and interest is due on demand.                |  | $                   | 50,000  |                      
|                                                                                                                                                                                                     |  |                     |         |                      
|July 2009 – Unsecured
    promissory note payable for $ 15,000, bearing interest at a fixed rate of 10%. The maturity date is past and all principal
    and interest is due on demand.              |  | $                   | 15,000  |                      
|                                                                                                                                                                                                     |  |                     |         |                      
|September 2009 –
    Unsecured promissory note payable for $ 5,000, bearing interest at a fixed rate of 10%. The maturity date is past and all
    principal and interest is due on demand.          |  | $                   | 5,000   |                      
|                                                                                                                                                                                                     |  |                     |         |                      
|November 2009 –
    Unsecured Promissory note payable for $ 1,200, bearing interest at a fixed rate of 10%. The maturity date is November 2010
    at which time all principal and interest are due. |  | $                   | —       |                      
|                                                                                                                                                                                                     |  |                     |         |                      
|December 2009 –
    Unsecured Promissory note payable for $ 4,000, bearing interest at a fixed rate of 10%. The maturity date is December 2010
    at which time all principal and interest are due. |  | $                   | —       |                      
|                                                                                                                                                                                                     |  |                     |         |                      
|March 2010 –
    Unsecured Promissory note payable for $ 3,600, non interest bearing note. The maturity date is March 2011 at which time all
    principal and interest are due.                     |  | $                   | 3,200   |                      
|                                                                                                                                                                                                     |  |                     |         |                      
|March 2010 –
    Unsecured convertible note payable for $30,000 bearing interest at a fixed rate of 10%. The maturity date is March 2011 at
    which time all principal and interest are due.       |  | $                   | 28,000  |                      
|                                                                                                                                                                                                     |  |                     |         |                      
|May 2010 – Unsecured
    Promissory note payable for $ 1,000, non interest bearing note. The maturity date is May 2011 at which time all principal
    and interest are due.                         |  |                     |         |                      
|Total
    Related Party Loans                                                                                                                                                                        |  | $                   | 101,200 |                      



Note
8 - Contingent Liabilities



Lawsuit
by Gary Harrison



In
the first quarter of 2009 a dispute arose with Gary Harrison regarding his consulting responsibilities with the Company. In a
settlement of the matter, the Company agreed to pay Mr. Harrison $67,857 together with interest that accrues at 8% per annum.
The payment came due on January 25, 2010. The Company was unable to make the payment and the parties agreed upon a six month extension
of the payment due date to July 25, 2010. The Company was unable to make payment on July 25, 2010. This amount has been accrued
in the accompanying condensed consolidated balance sheet in settlement liabilities.



F-9









On
September 28, 2010, Mr. Harrison filed a lawsuit against the Company in the Circuit Court of the Thirteenth Judicial Circuit in
and for Hillsborough County Florida, Civil Division, Division J, Case Number 10019528. The suit seeks to collect $67,857 pursuant
to the settlement agreement together with post default interest at the rate of 18% per annum. The suit was served upon the Company
on November 11, 2010. The Company had until December 1, 2010, to answer the complaint. Due to a lack of funding, the Company was
not able to retain legal counsel for the purpose of answering the complaint within the allotted time. On April 5, 2011, the court
entered a default judgment against the Company in the amount of $88,949.80. To date, to the knowledge of the Company, no legal
action has been taken to enforce the judgment.



Lawsuit
by Brown and Goldfarb, LLC



Effective
January 1, 2010, the Company entered into an agreement with Brown and Goldfarb, LLC, wherein the Company was granted an exclusive
license to sell a therapeutic device for thermally assisted urinary function. On April 28, 2010, the Company was sued by Brown
and Goldfarb, LLC in the Circuit Court of the Thirteenth Judicial Circuit, in and for Hillsborough County, Florida, Division K,
Case Number 10008285, for failure to pay cash advance fees of $40,000 and issue 250,000 shares of Company common stock required
by the Agreement. The parties settled the lawsuit by the Company agreeing to pay $10,000 on September 30, 2010 and $15,000 on
July 30, 2010.



The
Company was unable to make the first payment and as a result, default judgment was entered against the Company in the amount
of $50,000 on July 13, 2010. Brown and Goldfarb has agreed to not execute on their judgment if they receive payment of
$25,000. So far the Company has only been able to pay $5,000. The Company has accrued $50,000 to reflect the liability to the
Company as a result of the default judgment. At the present time the parties are negotiating a settlement whereby the Company
will pay an additional $5,000 and the rest of the payment will be in stock. Until the Company has the requisite $5,000, this
arrangement cannot be finalized.



Default
on Buy Back Agreements



In
February, 2009, the Company was contacted by three investors requesting the Company buy back their investments. The Company
agreed to do so. The combined investment price was $235,000 and was to be paid by the Company over time on monthly payments.
The Company was only able to make the first two payments and has now been in default on the agreements for two years. The
Company has accrued for the settlements in the accompanying Consolidated Balance Sheet. However, no legal action has been
brought to enforce the agreements and the investors have not contacted the Company in over a year.



Claims
by two additional Shareholders



On
August 21, 2010, a convertible note issued by the Company came due in favor of Mr. Michael Buckley in the amount of $200,000.
Interest was discounted at the inception of the note so the $200,000 is the full amount due. Mr. Buckley has opted to not
convert the note and is demanding payment in cash from the Company. The Company is unable to make payment. Mr. Buckley has
hired legal counsel who has contacted the Company. Mr. Buckley has a perfected security interest in all of the assets of the
Company. The perfected security interest was put in place by making UCC-1 filings with the states of Florida and Delaware on
October 27, 2010, and October 29, 2010, respectively and by filing an assignment of patents with respect to the two patents
owned by Company, with the United States Patent and Trademark Office on November 4, 2010. If the Company is not successful in
paying this obligation or otherwise working out a solution to the satisfaction of Mr. Buckley, Mr. Buckley will be in a
position to take over all of the assets of the Company potentially shutting down all business operations. In July, 2011, the
Company received court documentation whereby Mr. Buckley is foreclosing on the patent rights belonging to the Company that
are subject to Mr. Buckley’s lien. An additional note in the amount of $100,000 payable to Michael Buckley has also
recently come due so a combined amount of $300,000 is now owed to Mr. Buckley by the Company. Management is working
diligently with Mr. Buckley to work out a solution for these receivables.



In
July, 2010, a convertible note issued by the Company came due in favor of Mr. Louis Fiorica in the amount of $10,000. Mr. Fiorica
has decided to not convert the note and is demanding payment of $10,000 plus interest. The Company is not in a position to make
payment. To date, no legal action has been taken by Mr. Fiorica against the Company



F-10









Note
to John Cawood



Ninety
days ago, a note payable by the Company to Mr. John Cawood in the amount of $100,000 became due and payable. At the present time
the Company does not have means to repay the note. The Company has not been contacted by Mr. Cawood or any party representing
Mr. Cawood regarding this note.



Lawsuit
by Margaret Wisniewski



On
December 4, 2008, Margaret Wisniewski purchased from the Company a One-year Convertible Promissory Note in the amount of
$50,000. Mrs. Wisniewski has now filed suit in the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough
County, State of Florida seeking a return of her investment. The complaint alleges the investment constituted exploitation of
a vulnerable adult. The Company did not have the funding necessary to defend the suit and the Company’s default has
been entered with the court but no default judgment has been entered. Opposing counsel has agreed to not enter default
judgment at this time but rather negotiate an agreement whereby the Company will pay the amounts owed. These amounts have
been accrued in the accompanying condensed consolidated balance sheet in settlement liabilities. Management has recently
reached out to opposing counsel for the purpose of settling this dispute through the issuance of stock.





Note
9 - Income Taxes



Income
Taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due.
Deferred taxes related to differences between the basis of assets and liabilities for financial and income tax reporting will
either be taxable or deductible when the assets or liabilities are recovered or settled. The difference between the basis of assets
and liabilities for financial and income tax reporting are not material therefore, the provision for income taxes from operations
consist of income taxes currently payable.



There
was no provision for income tax for the three months ended March 31, 2012 and the year ended December 31, 2011. At March 31, 2012
and December 31, 2011 the Company had an accumulated deficit approximating $45,821,447 and $ 44,751,303.



The
Company has recorded full valuation allowance on its deferred tax assets as of March 31, 2012 and December 31, 2011. These assets
were primarily derived from net operating losses, which The Company will more than likely than not be able to utilize.



Note
10 - Stockholders’ Deficit



The
Company had 250,000,000 authorized shares of common stock as of March 31, 2012 and December 31, 2011. The Company had 249,963,747
and 249,963,747 shares of common stock issued and outstanding as of March 31, 2012 and December 31, 2011 respectively.



2012

No
shares were issued in the first quarter of 2012



2011



No
shares were issued in the first quarter of 2011



During
the quarter ended June 30, 2011, the Company issued 2,500,000 shares of common stock for consultants. The common stocks were issued
at a price of $.0005 per share.



During
the quarter ended June 30, 2011, the Company issued 500,000 shares of common stock for employee’s compensation. The common
stocks were issued at a price of $.0068 per share.



During
the quarter ended June 30, 2011, the Company issued 90,000,000 shares of common stock for executive compensation, accrued payroll
and stock payable for employment agreement. The common stocks were issued at a price of $.0068 per share.



F-11









During
the quarter ended June 30, 2011, the Company issued 7,000,000 shares of common stock for consultants. The common stocks were issued
at a price of $.0013 per share.



During
the quarter ended June 30, 2011, the Company issued 15,000,000 shares of common stock for a legal settlement. The common stocks
were issued at a price of $.0021 per share.



2010



During
the quarter ended March 31, 2010, the Company issued 350,000 shares of common stock for executive compensation. The common stocks
were issued at a price of $.03 per share.



During
the quarter ended March 31, 2010, the Company issued 170,000 shares of common stock for directors compensation. The common stocks
were issued at a price of $.03 per share.



During
the quarter ended March 31, 2010, the Company issued 50,000 shares of common stock for employees compensation. The common stocks
were issued at a price of $.03 per share.



During
the quarter ended March 31, 2010, the Company issued 635,000 shares of common stock for consultants compensation. The common stocks
were issued at a price of $.03 per share.



There
were no transactions of the common stock during the quarter ended June 30, 2010.



|Year Of Issuance                                                    |  | Warrant
    Type |                      | Warrant
    Shares |  | Exercise
    Price |  | Expiration
    Date
|------------------------------------------------------------------- |  | ---------------- | -------------------- | ------------------ |  | ------------------ |  | -------------------
|                                                                    |  |                  |                      |                    |  |                    |  |                    
|2010                                                                |  |                  | Class
    A warrants |                    |  | 1,000,000          |  |                    
|                                                                    |  |                  |                      |                    |  | 1,250,000          |  |                    
|                                                                    |  |                  |                      |                    |  | 1,000,000          |  |                    
|                                                                    |  |                  |                      |                    |  |                    |  |                    
|                                                                    |  |                  | Class
    B warrants |                    |  | 1,000,000          |  |                    
|Total
                                         warrants outstanding |  |                  |                      |                    |  | 4,250,000          |  |                    



The
following table summarizes our warrants as of March 31, 2012.





Note
11 - Restatement of Financial Statements



None





Note
12 - Fair Value Measurements



We
adopted ASC Topic 820 (originally issued as SFAS 157, “Fair Value Measurements”) as of January 1, 2008 for financial
instruments measured at fair value on a recurring basis. ASC Topic 820 defines fair value, establishes a framework for measuring
fair value in accordance with accounting principles generally accepted in the United States and expands disclosures about fair
value measurements.



Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. ASC Topic 820 establishes a three-tier fair value hierarchy which prioritizes
the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets
for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements).
These tiers include:



|• |  | Level
                                         1, defined as observable inputs such as quoted prices for identical instruments in active
                                         markets;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-12







|• |  | Level
                                         2, defined as inputs other than quoted prices in active markets that are either directly
                                         or indirectly observable such as quoted prices for similar instruments in active markets
                                         or quoted prices for identical or similar instruments in markets that are not active;
                                         and
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|• |  | Level
                                         3, defined as unobservable inputs in which little or no market data exists, therefore
                                         requiring an entity to develop its own assumptions, such as valuations derived from valuation
                                         techniques in which one or more significant inputs or significant value drivers are unobservable.
                                         We measure certain financial instruments at fair value on a recurring basis. Assets and
                                         liabilities measured at fair value on a recurring basis are as follows at March 31, 2012:
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------







|                                             |  | Total |        | Level
    (1) |  | Level
    (2) |   | Level
    (3)
|-------------------------------------------- |  | ----- | ------ | ------------- |  | ------------- | - | -------------
|                                             |  |       |        |               |  |               |   |              
|                                             |  |       |        |               |  |               |   |              
|Total
    assets  measured at fair value     |  |       | 0      |               |  |               | 0 |              
|                                             |  |       |        |               |  |               |   |              
|Derivative
    Liability                     |  |       | 291065 |               |  |               | 0 |              
|                                             |  |       |        |               |  |               |   |              
|Total
    liabilities measured at fair value |  |       | 291065 |               |  |               | 0 |              



The
table below presents our assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) at
March 31, 2012. We classify financial instruments in Level 3 of the fair value hierarchy when there is reliance on at least one
significant unobservable input to the valuation model.





|Derivative
    Valuation                                                 |  | Liability
|------------------------------------------------------------------------ |  | ---------
|Balance
    at December 31, 2010                                         |  |          
|Total
    gains or losses (realized and unrealized) Included in net loss |  |          
|Valuation
    adjustment                                                 |  |          
|Purchases,
    issuances, and settlements, net                           |  |          
|Transfers
    to Level 3                                                 |  |          
|Balance
    at December 31, 2010                                         |  |          



Note
13 - Subsequent Events



On
August 21, 2010, a convertible note issued by the Company came due in favor of Mr. Michael Buckley in the amount of $200,000.
Mr. Buckley has a perfected security interest in all of the assets of the Company. In July, 2011, the Company received court
documentation whereby Mr. Buckley is foreclosing on the patent rights belonging to the Company that are subject to Mr.
Buckley’s lien.



On
August 9, 2011, the Company registered its 2011 Supplemental Stock Option Plan with the Securities and Exchange Commission on
Form S-8. The registration registered options for the issuance of 15,000,000 common shares. It also registered 15,000,000 common
shares underlying those options.



Between
August 9, 2011 and August 15, 2011, the Company issued an aggregate of 9,500,000 common shares to employees and consultants of
the Company for compensation for services rendered to the Company. The shares were issued pursuant to the Company’s 2011
Supplemental Stock Option Plan. The plan was registered with the Securities and Exchange Commission on August 9, 2011, on Form
S-8.



The
Company has evaluated subsequent events pursuant to ASC 855 and has determined that there are no additional events to disclose.



F-13









Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.



Results
of Operations



Due
to insufficient progress in prior business operations, approximately four years ago the Company liquidated its business assets
and launched a new business plan. Its business assets had been comprised of software known as Silent Sword which protected computers
from viruses and spyware. The Company had not been successful in marketing the software at levels sufficient to make further development
of the software commercially viable. At the time of transfer on October 4, 2007, the software was not being carried on the books
of the Company. The software was transferred in exchange for the acquirer’s agreement to invest $150,000 in the Company’s
common stock.



To
launch its new business plan, the Company hired a new CEO with experience in its new direction. The industry is described by the
Company as technology transfer. The Company changed its name to Transfer Technology International Corp. to reflect involvement
in this industry. The Company’s intent was to acquire new or underused technologies through the acquisition of licenses
and then design commercialization strategies in conjunction with business partners who could facilitate market penetration. The
Company has to date realized no revenues from its transfer technology operation.



In
a different vein, the Company has acquired the rights to be a reseller of certain organic products and engage in pest control
application services. These two activities have created revenue streams for the Company, albeit in a minor way at this time. Management
believes, however, that these business activities have potential for the Company. During the three month period ended March 31,
2012, the Company had top line revenues from business operations in the amounts of $2,470 and 2,180. During the same periods for
the prior year, the Company had top-line revenues from business operations in the amounts of $3,665 and 2,290 respective. The
increase in revenues during the second fiscal quarters of the years as compared to the first fiscal quarters, is indicative of
the seasonality of the pest control business.



Capital
Resources



Current
business operations have been funded by financing activities including borrowing money and the sale of notes and equity capital.
Even though management believes operating revenues may be generated through the sale of organic products and pest control services,
management plans on continuing meeting it cash obligations in the foreseeable future through the continued sale of its common
stock in private placements. Other sources of capital to the Company include bridge financings from shareholders.



Three
month period ended March 31, 2012



Due
to lack of business revenue and the ability to raise money through the sale of equity capital, during the three months ending
in March, 2012, the Company had to cut back business operations and economize in every way possible to keep the Company operational,
thereby resulting in the decreased expense.



Management
estimates cash expenditures in the future will total approximately $35,000 per month. Accordingly, going forward, the Company
needs approximately $105,000 per quarter to stay solvent. As mentioned earlier, these cash needs must be met in the near term
through the sale of equity capital and eventually through revenues from its business operations.



Liquidity



In
the past, the Company funded its business operations through the sale of convertible notes and equity capital. During the spring
and summer of 2009, it became more difficult than it had been in the past to raise operating capital in this manner as a result
of the downturn in the nation’s capital markets generally. In addition, as our stock price fell with the fall of the economy,
it was more difficult to raise money through the sale of equity capital. Nevertheless, the Company continues its efforts to raise
money through the sale of convertible notes.



The
Company had also anticipated that it would be generating revenue by mid 2010 through the commercialization of technologies
then owned or subsequently acquired by the Company. However, various delays pushed back commercialization of potential
products and an inability to raise large amounts of capital delayed our ability to acquire and commercialize other
technologies.



2









Our
current plans for addressing liquidity concerns is to continue raising money through the sale of convertible notes and to generate
revenue through marketing our organic products and operating our termite eradication unit. If we are not successful in raising
sufficient capital and achieving sufficient operating revenues, the Company will cease to exist as a going concern.



CONTINGENT
LIABILITIES



The
following is a discussion of various circumstances that could become material liabilities for the Company. The discussion is comprehensive
as other liabilities that management considers more remote in nature could also arise.



Lawsuit
by Gary Harrison



In
the first quarter of 2009 a dispute arose with Gary Harrison regarding his consulting responsibilities with the Company. In a
settlement of the matter, the Company agreed to pay Mr. Harrison $67,857 together with interest that accrues at 8% per annum.
The payment came due on January 25, 2010. The Company was unable to make the payment and the parties agreed upon a six month extension
of the payment due date to July 25, 2010. The Company was unable to make payment on July 25, 2010. This amount has been accrued
in the accompanying condensed consolidated balance sheet in settlement liabilities.

On
September 28, 2010, Mr. Harrison filed a lawsuit against the Company in the Circuit Court of the Thirteenth Judicial Circuit in
and for Hillsborough County Florida, Civil Division, Division J, Case Number 10019528. The suit seeks to collect $67,857 pursuant
to the settlement agreement together with post default interest at the rate of 18% per annum. The suit was served upon the Company
on November 11, 2010. The Company had until December 1, 2010, to answer the complaint. Due to a lack of funding, the Company was
not able to retain legal counsel for the purpose of answering the complaint within the allotted time. On April 5, 2011, the court
entered a default judgment against the Company in the amount of $88,949.80. To date, to the knowledge of the Company, no legal
action has been taken to enforce the judgment.



Lawsuit
by Brown and Goldfarb, LLC



Effective
January 1, 2010, the Company entered into an agreement with Brown and Goldfarb, LLC, wherein the Company was granted an exclusive
license to sell a therapeutic device for thermally assisted urinary function. On April 28, 2010, the Company was sued by Brown
and Goldfarb, LLC in the Circuit Court of the Thirteenth Judicial Circuit, in and for Hillsborough County, Florida, Division K,
Case Number 10008285, for failure to pay cash advance fees of $40,000 and issue 250,000 shares of Company common stock required
by the Agreement. The parties settled the lawsuit by the Company agreeing to pay $10,000 on September 30, 2010 and $15,000 on
July 30, 2010.



The
Company was unable to make the first payment and as a result, default judgment was entered against the Company in the amount of
$50,000 on July 13, 2010. Brown and Goldfarb has agreed to not execute on their judgment if they receive payment of $25,000. So
far the Company has only been able to pay $5,000. The Company has accrued $50,000 to reflect the liability to the Company as a
result of the default judgment. At the present time the parties are negotiating a settlement whereby the Company will pay an additional
$5,000 and the rest of the payment will be in stock. Until the Company has the requisite $5,000, this arrangement cannot be finalized.



Default
on Buy Back Agreements



In
February, 2009, the Company was contacted by three investors requesting the Company buy back their investments. The Company agreed
to do so. The combined investment price was $235,000 and was to be paid by the Company over time on monthly payments. The Company
was only able to make the first two payments and is now in default on the agreements. One of the investors who was to receive
$70,000 has now contacted the Company through his lawyer and is taking the position that he was not given all appropriate rights
when he made his investment and is demanding payment in full of the $70,000 plus interest. The Company is adamantly taking the
position that the investment was made properly. However, the Company is in default on the three Buy Back Agreements and is subject
to the liability as a result thereof. The Company has accrued for the settlements in the accompanying Consolidated Balance Sheet.



3









Payment
Demand by two Noteholders



On
August 21, 2010, a convertible note issued by the Company came due in favor of Mr. Michael Buckley in the amount of

$200,000.
The note is secured by the assets of the Company. Interest was discounted at the inception of the note so the $200,000 is the
full amount due. Mr. Buckley has opted to not convert the note and is demanding payment in cash from the Company. The Company
is unable to make payment. Mr. Buckley has hired legal counsel who has contacted the Company. If the Company is not successful
in paying this obligation to the satisfaction of Mr. Buckley, Mr. Buckley will be in a position to take over all of the assets
of the Company potentially shutting down all business operations. An additional note in the amount of $100,000 payable to Michael
Buckley has also recently come due so a combined amount of $300,000 is now owed to Mr. Buckley by the Company. In July, 2011 the
Company received copies of court documents whereby Mr. Buckley has commenced foreclosure on the patent rights owned by the Company.



In
July, 2010, a convertible note issued by the Company came due in favor of Mr. Louis Fiorica in the amount of $10,000. Mr. Fiorica
has decided to not convert the note and is demanding payment of $10,000 plus interest. The Company is not in a position to make
payment. To date, no legal action has been taken by Mr. Fiorica against the Company.



Note
to John Cawood



Approximately
ninety days ago, a note payable by the Company to Mr. John Cawood in the amount of $100,000 became due and payable. At the present
time the Company does not have means to repay the note. The Company has not been contacted by Mr. Cawood or any party representing
Mr. Cawood regarding this note.



Lawsuit
by Margaret Wisniewski



On
December 4, 2008, Margaret Wisniewski purchased from the Company a One-year Convertible Promissory Note in the amount of $50,000.
Mrs. Wisniewski has now filed suit in the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, State
of Florida seeking a return of her investment. The complaint alleges the investment constituted exploitation of a vulnerable adult.
The Company did not have the funding necessary to defend the suit and the Company’s default has been entered with the court
but no default judgment has been entered. Opposing counsel has agreed to not enter default judgment at this time but rather negotiate
an agreement whereby the Company will pay the amounts owed. These amounts have been accrued in the accompanying condensed consolidated
balance sheet in settlement liabilities. Management has recently reached out to opposing counsel for the purpose of settling this
dispute through the issuance of stock.



Forward-Looking
Statements



We
may have made forward-looking statements, within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended,
and Section 27A of the Securities Act of 1933, as amended, in this Annual Report on Form 10-K, including the section entitled
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” that are based on our
management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements
include the information concerning our possible or assumed future results of operations, business strategies, financing plans,
competitive position, industry environment, potential growth opportunities and the effects of future regulation and the effects
of competition. Forward-looking statements include all statements that are not historical facts and can be identified by the use
of forward-looking terminology such as the words “believe,” “expect,” “anticipate,” “intend,”
“plan,” “estimate” or similar expressions.



Forward-looking
statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in the forward-looking
statements. You should understand that many important factors, in addition to those discussed elsewhere in this Annual Report
on Form 10-K, could cause our results to differ materially from those expressed in the forward- looking statements. These factors
include, without limitation, the rapidly changing industry and regulatory environment, our limited operating history, our ability
to implement our growth strategy, our ability to integrate acquired companies and their assets and personnel into our business,
our fixed obligations, our dependence on new capital to fund our growth strategy, our ability to attract and retain quality personnel,
our competitive environment, economic and other conditions in markets in which we operate, increases in maintenance costs and
insurance premiums and cyclical and seasonal fluctuations in our operating results. TTIN, unless legally required, undertakes
no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

4









Off-Balance
Sheet Arrangements



We
have not entered into any off-balance sheet arrangements and do not anticipate entering into any off-balance sheet arrangements
that would have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material
to investors.



Item
3. Quantitative and Qualitative Disclosures About Market Risk.



The
Registrant is not required to provide the information called for in this Item 3 due to its status as a Smaller Reporting Company.



Item
4. Controls and Procedures.



Evaluation
of Disclosure Controls and Procedures



We
conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term
“disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange
Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure
that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms.
Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information
required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated
to the company's management, including its principal executive and principal financial officers, or persons performing similar
functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures had not been effective
at the reasonable assurance level to allow timely decisions regarding required disclosure.



Changes
in Internal Control over Financial Reporting



The
Company made no changes during our most recently completed fiscal quarter that have materially affected or are reasonably likely
to materially affect, our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the exchange
Act.



PART
II – OTHER INFORMATION



Item
1. Legal Proceedings.



Lawsuit
by Gary Harrison



In
the first quarter of 2009 a dispute arose with Gary Harrison regarding his consulting responsibilities with the Company. In a
settlement of the matter, the Company agreed to pay Mr. Harrison $67,857 together with interest that accrues at 8% per annum.
The payment came due on January 25, 2010. The Company was unable to make the payment and the parties agreed upon a six month extension
of the payment due date to July 25, 2010. The Company was unable to make payment on July 25, 2010. This amount has been accrued
in the accompanying condensed consolidated balance sheet in settlement liabilities.



On
September 28, 2010, Mr. Harrison filed a lawsuit against the Company in the Circuit Court of the Thirteenth Judicial Circuit in
and for Hillsborough County Florida, Civil Division, Division J, Case Number 10019528. The suit seeks to collect $67,857 pursuant
to the settlement agreement together with post default interest at the rate of 18% per annum. The suit was served upon the Company
on November 11, 2010. The Company had until December 1, 2010, to answer the complaint. Due to a lack of funding, the Company was
not able to retain legal counsel for the purpose of answering the complaint within the allotted time. On April 5, 2011, the court
entered a default judgment against the Company in the amount of $88,949.80, which amount has been recognized as a liability in
the financial statements. To date, to the knowledge of the Company, no legal action has been taken to enforce the judgment.

5









Satisfied
Judgment in favor of Marilyn Simmons



On
January 27, 2010, TTIN was sued by Marilyn Simmons who had invested $90,000 with the Company. The suit claimed the investment
was not suitable for her and was fraudulent. TTIN disagreed with the claims and believes the suit could have been successfully
defended. However, TTIN did not have the money to retain legal counsel to defend the suit and in March, 2010, Simmons obtained
a default judgment against TTIN in the amount of $97,786. The Company paid $12,800 toward the judgment and on or about July 25,
2011, settled the balance of the judgment by issuing 15,000,000 shares of common stock in payment. On August 10, 2011 the Company
received a duly executed Satisfaction of Judgment to be filed with the court.



Lawsuit
by Brown and Goldfarb, LLC



Effective
January 1, 2010, the Company entered into an agreement with Brown and Goldfarb, LLC, wherein the Company was granted an exclusive
license to sell a therapeutic device for thermally assisted urinary function. On April 28, 2010, the Company was sued by Brown
and Goldfarb, LLC in the Circuit Court of the Thirteenth Judicial Circuit, in and for Hillsborough County, Florida, Division K,
Case Number 10008285, for failure to pay cash advance fees of $40,000 and issue 250,000 shares of Company common stock required
by the Agreement. The parties settled the lawsuit by the Company agreeing to pay $10,000 on September 30, 2010 and $15,000 on
July 30, 2010. The Company was unable to make the first payment and as a result, default judgment was entered against the Company
in the amount of $50,000 on July 13, 2010. Brown and Goldfarb has agreed to not execute on their judgment if they receive payment
of $25,000. So far the Company has only been able to pay $5,000. The Company has accrued $50,000 to reflect the liability to the
Company as a result of the default judgment. At the present time the parties are negotiating a settlement whereby the Company
will pay an additional $5,000 and the rest of the payment will be in stock. Until the Company has the requisite $5,000, this arrangement
cannot be finalized.



Lawsuit
by Margaret Wisniewski



On
December 4, 2008, Margaret Wisniewski purchased from the Company a One-year Convertible Promissory Note in the amount of $50,000.
Mrs. Wisniewski has now filed suit in the Circuit Court of the Thirteenth Judicial Circuit in and for Hillsborough County, State
of Florida seeking a return of her investment. The complaint alleges the investment constituted exploitation of a vulnerable adult.
The Company did not have the funding necessary to defend the suit and the Company’s default has been entered with the court
but no default judgment has been entered. Opposing counsel has agreed to not enter default judgment at this time but rather negotiate
an agreement whereby the Company will pay the amounts owed. These amounts have been accrued in the accompanying condensed consolidated
balance sheet in settlement liabilities. Management has recently reached out to opposing counsel for the purpose of settling this
dispute through the issuance of stock.



Foreclosure
of Patent Rights



On
August 21, 2010, a convertible note issued by the Company came due in favor of Mr. Michael Buckley in the amount of $200,000.
The note is secured by the assets of the Company. In July, 2011, the Company received court documentation whereby Mr. Buckley
is foreclosing on the patent rights belonging to the Company that are subject to Mr. Buckley’s lien.





Item
1A. Risk Factors.



Not
Required.



Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.



There
have been no unregistered sales of equity securities during the quarter ended June 30, 2011, other than sales previously reported
on Form 8-K.



Item
3. Defaults Upon Senior Securities.



None.



6









Item
4. (Removed and Reserved)



Item
5. Other Information.

None.



7









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.





| | Transfer
    Technology International Corp.
| | -------------------------------------------
| |                                            
| | By:                                        
| |                                            



Date:  September
21, 2018





8