##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File No. 000-24455
 TORVEC, INC.
  New York
    
    16-1509512(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)
 1999 Mt. Read Blvd. Building 3, Rochester, New York 14615
(Address of principal executive offices and Zip Code)

(585) 254-1100
(Registrants telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)
 þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ
 APPLICABLE ONLY TO CORPORATE ISSUERS:
 practicable date:
 Class
    
    Number of Shares Outstanding at
July 31, 2008Common Stock, $.01 par value
    
    32,237,669




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##### 



INDEX
 PAGEPART I  FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets  June 30, 2008 (Unaudited) and December 31,
2007 (Derived from Audited Financial Statements)
    
    
    3Condensed Consolidated Statements of OperationsThree and Six Months Ended June 30,
2008 and 2007 and September 25, 1996 (Inception) through June 30, 2008 (Unaudited)
    
    
    4Condensed Consolidated Statements of Cash Flows  Six Months Ended June 30, 2008 and
2007 and September 25, 1996 (Inception) through June 30, 2008 (Unaudited)
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6-20Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    25Item 4. Controls and Procedures
    
    
    25PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    26Item 1A. Risk Factors
    
    
    26Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26Item 3. Defaults Upon Senior Securities
    
    
    26Item 4. Submission of Matters to a Vote of Security Holders
    
    
    26Item 5. Other Information
    
    
    27Item 6. Exhibits
    
    
    27-30SIGNATURES PAGE
    
    
    31EXHIBIT INDEX
    
    
    32Exhibit 31Exhibit 32
   2




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. FINANCIAL STATEMENTS
 
 
 
 June 30, 2008
    
    
    December 31, 2007(Derived fromAudited Financial(Unaudited)
    
    
    Statements)ASSETSCurrent assets:Cash
    
    $
    113,000
    
    
    $
    192,000Inventory
    
    
    46,000
    
    
    
    Prepaid expenses and other receivables
    
    
    37,000
    
    
    
    43,000Total current assets
    
    
    196,000
    
    
    
    235,000Property and Equipment:Office equipment
    
    
    68,000
    
    
    
    67,000Shop equipment
    
    
    139,000
    
    
    
    129,000Leasehold improvements
    
    
    213,000
    
    
    
    149,000Transportation equipment
    
    
    106,000
    
    
    
    106,000526,000
    
    
    
    451,000Less accumulated depreciation and amortization
    
    
    205,000
    
    
    
    170,000Net property and equipment
    
    
    321,000
    
    
    
    281,000Total Assets
    
    $
    517,000
    
    
    $
    516,000LIABILITIESCurrent liabilities:Notes payable, current portion
    
    $
    15,000
    
    
    $
    15,000Accounts payable
    
    
    190,000
    
    
    
    261,000Accrued liabilities
    
    
    300,000
    
    
    
    1,704,000Total current liabilities
    
    
    505,000
    
    
    
    1,980,000Deferred income
    
    
    898,000
    
    
    
    500,000Deferred rent
    
    
    44,000Notes payable, net of current portion
    
    
    37,000
    
    
    
    43,000Total liabilities
    
    
    1,484,000
    
    
    
    2,523,000Commitments and contingenciesCAPITAL DEFICIENCYPreferred stock, $.01 par value, 100,000,000 shares authorized3,300,000 designated as Class A, Non-voting, cumulative
dividend $.40 per share, per annum, convertible, June 30,
2008 and December 31, 2007 713,351 and 732,493 shares issued
and outstanding (liquidation preference $3,745,052 and
$3,701,162)
    
    
    8,000
    
    
    
    8,000300,000 designated as Class B, Non-voting, cumulative
dividend $.50 per share, per annum, convertible, June 30,
2008 and December 31, 2007 97,500 shares issued and
outstanding (liquidation preference $336,063 and $311,787)
    
    
    1,000
    
    
    
    1,000Common stock, $.01 par value, 400,000,000 shares authorized,
32,140,456 and 31,640,045 issued and outstanding, at June 30,
2008 and December 31, 2007, respectively
    
    
    321,000
    
    
    
    316,000Additional paid-in capital
    
    
    47,443,000
    
    
    
    45,926,000Deficit accumulated during the development stage
    
    
    (48,740,000
    )
    
    
    (48,258,000
    )Total Capital Deficiency
    
    
    (967,000
    )
    
    
    (2,007,000
    )Total Liabilities and Capital Deficiency
    
    $
    517,000
    
    
    $
    516,000
 See notes to condensed consolidated financial statements
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Three Months ended
    
    
    Three Months ended
    
    
    Six Months ended
    
    
    Six Months ended
    
    
    From InceptionJune 30, 2008
    
    
    June 30, 2007
    
    
    June 30, 2008
    
    
    June 30, 2007
    
    
    thru 06/30/08Revenue
    
    
    15,000
    
    
    
    28,000
    
    
    
    30,000
    
    
    
    28,000
    
    
    
    156,000Cost of Goods Sold
    
    
    6,000
    
    
    
    26,000
    
    
    
    11,000
    
    
    
    26,000
    
    
    
    131,000Gross Profit
    
    
    9,000
    
    
    
    2,000
    
    
    
    19,000
    
    
    
    2,000
    
    
    
    25,000Costs and expensesResearch and development
    
    
    114,000
    
    
    
    155,000
    
    
    
    262,000
    
    
    
    390,000
    
    
    
    15,062,000Selling, general and administrative
    
    
    734,000
    
    
    
    904,000
    
    
    
    1,781,000
    
    
    
    1,500,000
    
    
    
    35,592,000Asset Impairment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,071,000Loss from operations
    
    
    (839,000
    )
    
    
    (1,057,000
    )
    
    
    (2,024,000
    )
    
    
    (1,888,000
    )
    
    
    (51,700,000
    )Other Income
    
    
    
    
    
    
    130,000
    
    
    
    1,000
    
    
    
    130,000
    
    
    
    147,000Loss before Gain and minority interest
    
    
    (839,000
    )
    
    
    (927,000
    )
    
    
    (2,023,000
    )
    
    
    (1,758,000
    )
    
    
    (51,553,000
    )Gain on cancellation of debt
    
    
    1,541,000
    
    
    
    
    
    
    
    1,541,000
    
    
    
    
    
    
    
    1,541,000Minority interest in Loss of consolidated
subsidiary
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,272,000Net Income (Loss)
    
    
    702,000
    
    
    
    (927,000
    )
    
    
    (482,000
    )
    
    
    (1,758,000
    )
    
    
    (48,740,000
    )Preferred stock beneficial conversion feature
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    763,000Preferred stock dividend
    
    
    84,000
    
    
    
    85,000
    
    
    
    167,000
    
    
    
    170,000
    
    
    
    1,036,000Net income (loss) attributable to common
stockholders
    
    
    618,000
    
    
    
    (1,012,000
    )
    
    
    (649,000
    )
    
    
    (1,928,000
    )
    
    
    (50,539,000
    )Basic and Diluted net income (loss)
attributable
to common stockholders per share
    
    
    0.02
    
    
    
    (0.03
    )
    
    
    (0.02
    )
    
    
    (0.06
    )Weighted average number of shares ofCommon stock Basic
    
    
    32,020,000
    
    
    
    31,352,000
    
    
    
    31,899,000
    
    
    
    31,371,000Common stock Diluted
    
    
    35,751,000
    
    
    
    31,352,000
    
    
    
    31,899,000
    
    
    
    31,371,000
 See notes to condensed consolidated financial statements
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September 25,1996(Inception)Six Months Ended
    
    
    ThroughJune 30,
    
    
    June 30,2008
    
    
    2007
    
    
    2008Cash flows from operating activities:Net loss
    
    $
    (482,000
    )
    
    $
    (1,758,000
    )
    
    $
    (48,740,000
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    35,000
    
    
    
    21,000
    
    
    
    2,418,000Loss on impairment of license
    
    
    
    
    
    
    
    
    
    
    1,071,000Impairment of goodwill
    
    
    
    
    
    
    19,000
    
    
    
    19,000Gain on sale of fixed assets
    
    
    
    
    
    
    
    
    
    
    (10,000
    )Minority interest in gain (loss) of consolidated subsidiary
    
    
    
    
    
    
    
    
    
    
    (1,272,000
    )Compensation expense attributable to common stock in Subsidiary
    
    
    
    
    
    
    
    
    
    
    619,000Common stock issued for services
    
    
    1,109,000
    
    
    
    417,000
    
    
    
    12,805,000Shares issued for future consulting services
    
    
    
    
    
    
    
    
    
    
    103,000Stockholder contribution of services
    
    
    
    
    
    
    150,000
    
    
    
    2,409,000Compensatory common stock, options and warrants
    
    
    249,000
    
    
    
    650,000
    
    
    
    17,501,000Changes in:Accounts receivable
    
    
    
    
    
    
    (28,000
    )
    
    
    Inventory
    
    
    (46,000
    )
    
    
    
    
    
    
    (46,000
    )Prepaid expenses
    
    
    6,000
    
    
    
    4,000
    
    
    
    124,000Deferred rent
    
    
    44,000
    
    
    
    
    
    
    
    44,000Accounts payable and accrued expenses
    
    
    (1,475,000
    )
    
    
    99,000
    
    
    
    2,398,000Deferred Income
    
    
    398,000
    
    
    
    350,000
    
    
    
    898,000Net cash used in operating activities
    
    
    (162,000
    )
    
    
    (76,000
    )
    
    
    (9,659,000
    )Cash flows from investing activities:Purchase of property and equipment
    
    
    (11,000
    )
    
    
    
    
    
    
    (360,000
    )Cost of acquisition
    
    
    
    
    
    
    
    
    
    
    (16,000
    )Proceeds from sale of fixed asset
    
    
    
    
    
    
    
    
    
    
    10,000Net cash used in investing activities
    
    
    (11,000
    )
    
    
    
    
    
    
    (366,000
    )Cash flows from financing activities:Net proceeds from sales of common stock and upon exercise of options and
warrants
    
    
    100,000
    
    
    
    
    
    
    
    6,601,000Net proceeds from sales of preferred stock
    
    
    
    
    
    
    
    
    
    
    3,537,000Net proceeds from sale of subsidiary stock
    
    
    
    
    
    
    
    
    
    
    234,000Proceeds from long  term borrowings
    
    
    
    
    
    
    
    
    
    
    85,000Repayments of long  term debt
    
    
    (6,000
    )
    
    
    (6,000
    )
    
    
    (57,000
    )Proceeds from stockholders loan and advances
    
    
    
    
    
    
    
    
    
    
    250,000Repayment of stockholders loan and advances
    
    
    
    
    
    
    
    
    
    
    (147,000
    )Distributions
    
    
    
    
    
    
    
    
    
    
    (365,000
    )Net cash provided by (used in) financing activities
    
    
    94,000
    
    
    
    (6,000
    )
    
    
    10,138,000Net decrease in cash
    
    
    (79,000
    )
    
    
    (82,000
    )
    
    
    113,000Cash at beginning of period
    
    
    192,000
    
    
    
    720,000Cash at end of period
    
    $
    113,000
    
    
    $
    638,000
    
    
    $
    113,000Supplemental Disclosures:Interest paid
    
    $
    3,000
    
    
    $
    8,000Non cash investing and financing activities:Shares issued for acquisition leasehold improvements
    
    
    64,000
    
    
    
    Preferred stock issued in payment of dividend
    
    
    6,000
    
    
    
    Shares issued for acquisition of VariableGear
    
    
    
    
    
    
    19,000
 See notes to condensed consolidated financial statements
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NOTE A  The Company and Basis of Presentation
 The interim information contained herein with respect to the three and six
month periods ended June 30, 2008 and 2007 and the period from September 25,
1996 (inception) through June 30, 2008 has not been audited but was prepared in
conformity with generally accepted accounting principles for interim financial
information and instructions for Form 10-Q. Accordingly, the condensed
consolidated financial statements do not include all information and footnotes
required by generally accepted accounting principles for financial statements.
Included are ordinary adjustments which in the opinion of management are
necessary for a fair presentation of the financial information for the three
and six month periods ended June 30, 2008 and 2007 and since inception. The
results are not necessarily indicative of results to be expected for the entire
year.Torvec, Inc. (the company) was incorporated as a New York State business
corporation in September 1996. The company, which is in the development stage,
has developed technology for use in automotive applications. In September,
1996, the company acquired numerous patents, inventions and know-how
contributed by Vernon E. Gleasman, James Y. Gleasman and Keith E. Gleasman
(theGleasmans). The company has developed, designed and intends to
commercialize its infinitely variable transmissions, its pumps/motors, its
IsoTorque differential, its constant velocity joint and the substructure and
components of its full terrain vehicle.The companys financial statements have been prepared assuming that it will
continue as a going concern. For the period from September 1996
(inception) through June 30, 2008, the company has a deficit accumulated during the development stage of
$48,740,000, and at June 30, 2008 has a working capital deficiency of $309,000
and a capital deficiency of $967,000. The company has been dependent upon
equity financing and advances from stockholders to meet its obligations and
sustain operations. The companys efforts have been principally devoted to the
development of its technologies and commercializing its products. Management
believes that based upon its current cash position, its budget for its business
operations through June 30, 2009, and an outstanding funding commitment from a
director/officer to fund deficiencies that may arise up to $400,000, will not be able to meet its anticipated cash requirements through June
30, 2009. These conditions indicate that the Company may not be able to continue as a going concern.The Company is actively seeking additional sources of capital. There can be no
assurance that the Company can successfully implement its business plan or
raise sufficient capital on acceptable terms. Without sufficient additional
capital or debt financing, and ultimately profitable operating results the
Company will not be able to continue as a going concern. The accompanying
condensed consolidated financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or
the amounts and classification of liabilities that may result from the outcome
of this uncertainty.
 NOTE B  Summary of Significant Accounting Policies
 [1]
    
    Consolidation:The financial statements include the accounts of the company, its
majority-owned subsidiary, Ice (56% owned at June 30, 2008 and 69%
owned at June 30, 2007), and its wholly-owned subsidiaries Iso-Torque
Corporation, IVT Diesel Corp. and Variable Gear LLC. All material
intercompany transactions and account balances have been eliminated in
consolidation.[2]
    
    Cash and Cash Equivalents:Cash and cash equivalents include time deposits, certificates of
deposit, and all highly liquid debt instruments with original
maturities of three months or less. The company maintains cash and
cash equivalents at financial institutions which periodically may
exceed federally insured amounts.
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[3]
    
    Use of Estimates:The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Such estimates are
used in valuing the useful lives of its fixed assets and the future
realizable value of such assets. These estimates are subject to a high
degree of judgment and potential change. Actual results could differ
from those estimates.[4]
    
    Income (Loss) per Common Share:Statement of Financial Accounting Standards (SFAS) No. 128,
Earnings Per Share, requires the presentation of basic earnings per
share, which is based on common stock outstanding, and dilutive
earnings per share, which gives effect to options, warrants and
convertible securities in periods when they are dilutive. For the
three months ended June 30, 2007 and for the six months ended June 30,
2008 and 2007, the company excluded 4,567,588, 3,105,149 and 4,567,588
potential common shares, respectively, relating to convertible
preferred stock outstanding, options and warrants from its diluted net
loss per common share calculation because they are anti-dilutive.The following table sets forth the computation of basic and diluted earnings per share at June 30, 2008.
 Three Months
    
    
    Three Months
    
    
    Six Months
    
    
    Six MonthsJune 30, 2008
    
    
    June 30, 2007
    
    
    June 30, 2008
    
    
    June 30, 2007Numerator:Net (loss) income
    
    $
    702,000
    
    
    $
    (1,758,000
    )
    
    $
    (482,000
    )
    
    $
    (927,000
    )Denominator:Denominator for basic earnings per share
(weighted average shares)
    
    
    32,020,000
    
    
    
    31,352,000
    
    
    
    31,899,000
    
    
    
    31,371,000Effect of dilutive securities:Preferred A Shares
    
    
    713,000Preferred B Shares
    
    
    97,000Options Outstanding
    
    
    642,000Warrants
    
    
    2,279,000Denominator for diluted earnings per share
(adjusted weighted average shares) and
assumed conversions
    
    
    35,751,000
    
    
    
    31,352,000
    
    
    
    31,899,000
    
    
    
    31,371,000Basic earnings per share
    
    $
    0.02
    
    
    $
    (0.06
    )
    
    $
    (0.02
    )
    
    $
    (0.03
    )Diluted earnings per share
    
    $
    0.02
    
    
    $
    (0.06
    )
    
    $
    (0.02
    )
    
    $
    (0.03
    )
 [5]
    
    Income Taxes:The Company accounts for income taxes using the asset and liability method described in SFAS No. 109,  Accounting for Income Taxes, the objective of which is to
establish deferred tax assets and liabilities for the temporary differences between the financial reporting and the tax bases of the companys assets and liabilities
at enacted tax rates expected to be in effect when such amounts are realized or settled. A valuation allowance related to deferred tax assets is recorded when it is
more likely than not that some portion or all of the deferred tax assets will not be realized. We adopted the provisions of Financial Accounting Standards Board
interpretation No. 48 Accounting for Uncertainty in Income Taxes (FIN 48) an interpretation of FASB Statement No. 109 (SFAS 109) on January 1, 2007. As a result
of the implementation of FIN 48, we recognized no adjustment for uncertain tax provisions. At the adoption date of January 1, 2007, we had a deferred tax asset which
was fully reserved by a valuation allowance to reduce the deferred tax asset to the amount that more likely than not to be realized. We recognize interest and
penalties related to uncertain tax positions in general and administrative expense. As of June 30, 2008, we have not recorded any provisions for accrued interest and
penalties related to uncertain tax positions. The tax years 2005  2007 remains open to examination by the major tax jurisdictions to which we are subject.[6]
    
    InventoryThe Companys inventories consisted of the following at June 30, 2008 and 2007:
 2008
    
    
    2007Work-in Process
    
    $
    9,000
    
    
    
    Finished Goods
    
    
    37,000
    
    
    
    Total Inventory
    
    $
    46,000
    
    
    
    
 All inventories are stated at the lower of cost or market with cost determined using the specific identification method.
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[7]
    
    Fair Value of Financial Instruments:The carrying amount of cash, prepaid expenses, accounts payable and
accrued expenses approximates their fair value due to the short
maturity of those instruments.[8]
    
    Stock-based Compensation:In December 1997, the Board of Directors of the company approved a
Stock Option Plan (the Plan) which provides for the granting of up
to 2,000,000 shares of common stock, pursuant to which officers,
directors, key employees and key consultants/advisors are eligible to
receive incentive, nonstatutory or reload stock options. Options
granted under the Plan are exercisable for a period of up to 10 years
from date of grant at an exercise price which is not less than the
fair value on date of grant, except that the exercise period of
options granted to a stockholder owning more than 10% of the
outstanding capital stock may not exceed five years and their
exercise price may not be less than 110% of the fair value of the
common stock at date of grant. Options may vest over five years.We follow Statement of Financial Accounting Standards (SFAS) No.
123R, Share Based Payment. SFAS 123R requires all share-based
payments to employees, including grants of employee stock options, to
be recognized as compensation expense over the requisite service
period (generally the vesting period) in the financial statements
based on their fair values. For options with graded vesting, we value
the stock option grants to vendors and other non employees, directors
and recognize compensation expense as if each vesting portion of the
award was a separate award. The impact of forfeitures that may occur
prior to vesting is also estimated and considered in the amount of
expense recognized. In addition, the realization of tax benefits in
excess of amounts recognized for financial reporting purposes will be
recognized in the cash flow statement as a financing activity rather
than as an operating activity.No tax benefits were attributed to the stock-based compensation
expense because a valuation allowance was maintained for
substantially all net deferred tax assets. We elected to adopt the
alternative method of calculating the historical pool of windfall tax
benefits as permitted by FASB Staff Position (FSP), Transition
Election Related to Accounting for the Tax Effects of Share-Based
Payment Awards. This is a simplified method to determine the pool of
windfall tax benefits that is used in determining the tax effects of
stock compensation in the results of operations and cash flow
reporting for awards that were outstanding as of the adoption of SFAS
123(R).By its terms, the Plan terminated on May 28, 2008 as to the grant of
new options thereunder, outstanding but unexercised options
previously issued under the Plan remain exercisable in accordance
with their terms.[9]
    
    Revenue Recognition:The companys terms provide that customers are obligated to pay for
products sold to them within a specified number of days from the date
that title to the products is transferred to the customers. The
companys standard terms are typically net 30 days. The company
recognizes revenue when transfer of title occurs and risk of
ownership passes to a customer at the time of shipment or delivery
depending on the terms of the agreement with a particular customer
and collectibility is reasonably assured. The Company also considers
the credit-worthiness of the customer. The sale price of the
companys products is substantially fixed and determinable at the
date of the sale based upon purchase orders generated by a customer
and accepted by the company. The company will use the allowance
method to record receivables that are uncollectible.[10]
    
    Recent Accounting Pronouncements:Effective January 1, 2008, the company adopted SFAS No. 157, Fair
Value Measurements (SFAS 157), which defines fair value,
establishes a framework for measuring fair value and requires
additional disclosures about fair value measurements. In
February 2008, the FASB delayed the effective date of SFAS 157 for
one year for all nonfinancial assets and nonfinancial liabilities,
except for those items that are recognized or disclosed at fair value
in the financial statements on a recurring basis. Management has
determined that the adoption of SFAS 157 did not have a material
effect on the companys consolidated financial statements.Effective January 1, 2008, the company adopted SFAS No. 159, The
Fair Value Option for Financial Assets and Financial Liabilities -
including an amendment of FASB Statement 115 (SFAS 159). This
statement provides companies with an option to report selected
financial assets and liabilities at fair value. As of June 30, 2008,
the company has not elected to use the fair value option allowed by
SFAS 159. Management has determined that the adoption of SFAS 159 did
not have a material effect on the companys consolidated financial
position, results of operations, cash flows or financial statement
disclosures.
  8




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##### Table of Contents



In December 2007, the FASB issued Statement No. 141 (revised),
Business Combinations (SFAS 141 (R)). The standard changes the
accounting for business combinations including the measurement of
acquirer shares issued in consideration for a
business combination, the recognition of contingent consideration, the
accounting for pre-acquisition gain and loss contingencies, the recognition of
capitalized in-process research and development, the accounting for
acquisition-related restructuring cost accruals, the treatment of acquisition
related transaction costs and the recognition of changes in the acquirers
income tax valuation allowance. SFAS 141(R) is effective for fiscal years
beginning after December 15, 2008, with early adoption prohibited. The company
does not expect SFAS 141(R) to have a significant impact on the companys
financial position.In December 2007, the FASB issued Statement No. 160, Noncontrolling Interests
in Consolidated Financial Statements, an amendment of ARB No. 51 (SFAS 160).
The standard changes the accounting for noncontrolling (minority) interests in
consolidated financial statements including the requirements to classify
noncontrolling interests as a component of consolidated stockholders equity,
and the elimination of minority interest accounting in results of operations
with earnings attributable to noncontrolling interests reported as part of
consolidated earnings. Additionally, SFAS 160 revises the accounting for both
increases and decreases in a parents controlling ownership interest. SFAS 160
is effective for fiscal years beginning after December 15, 2008, with early
adoption prohibited. The company is currently evaluating the effect, if any,
the adoption will have on the companys financial position and results of
operations, but does not expect the adoption of SFAS 160 to have a significant
impact on the companys financial position.In March 2008, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 161, Ðisclosures about
Derivative Instruments and Hedging Activities-an amendment of FASB Statement
No. 133.SFAS 161 requires enhanced disclosures about an entitys derivative
and hedging activities. SFAS 161 is effective for financial statements issued
for fiscal years and interim periods beginning after November 15, 2008 with
early application encouraged. As such, the Company is required to adopt these
provisions at the beginning of the fiscal year ended December 31, 2009. In
review of SFAS 161, the Company has determined that it is not applicable and
will have no effect to its consolidated financial statements.In May 2008, the FASB issued Statement of Financial Accounting Standards No.
162 (SFAS 162), The Heirarchy of Generally Accepted Accounting Principles.
SFAS 162 identifies the sources of accounting principles and the framework for
selecting the principles to be used in the preparation of financial statements
of nongovernmental entities that are presented in conformity with U.S. GAAP.
SFAS 162 will become effective 60 days following the SECs approval of the
Public Company Accounting Oversight Board amendments to AU Section 411, The
Meaning of Present Fairly in Conformity With Generally Accepted Accounting
Principles. This statement is not expected as a result in a change in our
current practice.
 NOTE C  RELATED PARTY TRANSACTIONS
 [1]
    
    Commencing January 1, 2004, James Y. Gleasman and Keith E. Gleasman
(the Gleasmans) agreed to provide consulting services and assign new
patents, existing patent improvements and all know-how in connection
with all of their inventions to the company on a noncompensated basis.
In addition, Keith Gleasman agreed to continue as President and James
Gleasman agreed to serve as the companys chief executive officer and
interim chief financial officer. During the six month period ended
June 30, 2007 the company did not pay the Gleasmans any consulting
fees for their services in accordance with this policy. The company
recorded approximately $150,000 for the estimated value of these
services for the six month period ended June 30, 2007 as a
contribution to capital based upon approved time and hours spent. For
such period, the company recorded $100,000 to research and development
and $50,000 to general and administrative based upon managements
estimate.On March 28, 2008 the board of directors approved the governance and
compensation committees recommendation that, effective January 1,
2008, each of the Gleasmans be compensated at the rate of $300,000 per
year. Such amount is payable in cash. No payment of all or any portion
of the Gleasmans consulting fees shall be paid unless and until the
company shall have the requisite cash available. The determination of
the availability of the requisite amount of cash shall be made by the
board of directors in the light of approved-budgets, existing and
anticipated capital requirements and existing and estimated cash
flows.Since the company did not have the requisite cash available to pay the
Gleasmans compensation under their new arrangement with the company
with respect to the six month period ended June 30, 2008, the company
accrued an aggregate $300,000 of compensation expense for such period
and recorded the compensation expense of $100,000 to research and
development and $200,000 to general and administrative expense based
upon managements estimate.[2]
    
    During the three and six month periods ended June 30, 2008, the
company paid $25,350 and $50,700 respectively, to a member of the
Gleasman family for administrative, technological and engineering
consulting services. During the three and six month periods ended June
30, 2007, the company paid $23,400 and 41,900 to the same person for
similar services. Management believes this compensation is reasonable.[3]
    
    During the three and six month periods ended June 30, 2008, the
company paid $23,270 and $46,540, respectively, to a family member of
its general counsel for engineering services rendered to the company.
Management believes this compensation is reasonable.
  9




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##### Table of Contents



[4]
    
    On September 14, 2007, the company moved its executive offices from
Pittsford, New York to Rochester, New York, which includes both a
manufacturing and executive office facility. The Rochester facility is
owned by a partnership, in which David M. Flaum, a company director,
is a partner. On April 28, 2008, the companys board of directors
approved the terms of a lease and such lease was executed on April 29,
2008. (See Note E 2).[5]
    
    On June 29, 2000, the company granted an exclusive world-wide license
of all its automotive technologies to Variable Gear, LLC for the
aeronautical and marine markets for $150,000 cash. The company
recorded the receipt of the $150,000 as deferred revenue to be
recognized when all conditions for earning such fees are complete. At
the time of its formation and through June 6, 2007 when his interest
was purchased, Robert C. Horton, a company shareholder, owned 51% of
Variable Gear, LLC. On June 6, 2007, the company purchased
Mr. Hortons entire interest in Variable Gear for 5,000 shares of
common stock for $19,250. The company recognized the deferred revenue
of $150,000 as other income and recorded an impairment of the goodwill
of $19,250, since there were no operations of the entity since
inception.
 NOTE D  Capital Deficiency
 [1]
    
    Class A Preferred stock:In January 2002, the company authorized the sale of up to 2,000,000 shares of its Class A Non-Voting
Cumulative Convertible Preferred Stock (Class A Preferred) at $4.00 per share. Each share of Class A
Preferred is convertible into one share of voting common stock and entitles the holder to dividends, at
$.40 per share per annum. The holder has the right to convert after one year subject to Board approval.The company has sold an aggregate 779,401 Class A Preferred for aggregate proceeds of $3,062,046. The
company has issued an aggregate 198,349 common stock warrants in connection with the sale of Class A
Preferred to the holders of the Class A Preferred, all exercisable over a 10 year period at $.01 per
common share. 182,099 of these warrants have been exercised through June 30, 2008.The company did not sell any Class A Preferred or issue any warrants during the three and six month
periods ended June 30, 2008 and 2007.From April 19, 2004 through June 30, 2008, five Class A Preferred holders have converted an aggregate
66,050 Class A Preferred into an equal number of common shares. No Class A Preferred were converted
during the three month period ended June 30, 2008 and 25,000 Class A Preferred were converted during
the first quarter of 2008.From September 2004 through June 30, 2008, an aggregate 13,889 Class A Preferred shares have been
issued as dividends, with none issued during the three month period ended June 30, 2008 and 5,881
Class A Preferred issued as dividends during the first quarter of 2008.At June 30, 2008 and 2007, Class A Preferred dividends in arrears amounted to approximately $891,000 and
$629,000, respectively.
  10




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##### Table of Contents



[2]
    
    Class B Preferred stock:On October 21, 2004, the company authorized the sale of up to 300,000 shares of its Class B Non-Voting Cumulative Convertible Preferred Stock (Class B Preferred) at $5.00 per share.
Each share of Class B Preferred pays cumulative dividends at $.50 per share per annum and is convertible into either one share of voting common stock of the company or one share of
common stock of Iso-Torque Corporation under certain circumstances. The holder has the right to convert after one year subject to Board approval.The company has sold an aggregate 97,500 Class B
Preferred for aggregate proceeds of $487,500.During the three and six month periods ended June 30, 2008 and 2007, the company did not sell any Class B Preferred. No Class B Preferred have been converted into common stock through
June 30, 2008.At June 30, 2008 and 2007, Class B Preferred dividends in arrears amounted to approximately $123,000 and $74,000, respectively.[3]
    
    Common StockOn June 23, 2008 the company sold 36,364 common shares to an accredited investor for proceeds of $100,000.[4]
    
    Stock-Option Plan:In December, 1997, the board of directors adopted and on May 28, 1998, the companys shareholders ratified the creation of a Stock Option Plan (the Option Plan) which provides for
the grant of up to 2,000,000 common stock options to officers, directors and consultants who are eligible to receive incentive, nonqualified or reload stock options. Options granted
under the Option Plan are exercisable for a period of up to ten years from the date of grant at an exercise price which is not less than the per share trading price of the underlying
common stock on the date of grant, except that the exercise period for options granted to a greater than 10% shareholder may not exceed five years and the exercise price may not be
less than 110% of such trading price per share on the date of grant.
 Six Months Period Ended June 30, 2008WeightedAverage
    
    
    AggregateExercise
    
    
    IntrinsicShares
    
    
    Price
    
    
    ValueOutstanding at beginning of period
    
    
    1,021,848
    
    
    $
    4.77Granted
    
    
    
    
    
    
    Expired
    
    
    (380,000
    )
    
    
    Outstanding at end of period
    
    
    641,848
    
    
    
    4.70
    
    
    $
    Options exercisable at end of period
    
    
    641,848
    
    
    
    4.70
    
    
    $
    Options Vested and Expected to Vest
    
    
    641,848
    
    
    
    4.70
    
    
    $
    
 By its terms, the companys Option Plan terminated as to the grant of future options on
May 28, 2008. Consequently, no additional stock options will be granted under the Option Plan,
although outstanding options remain available for exercise in accordance with their terms.The following table represents information relating to stock options outstanding at June 30, 2008:
 Options ExercisableWeighted
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    Average
    
    
    
    
    
    
    AverageExercise
    
    
    Remaining Life
    
    
    
    
    
    
    ExerciseShares
    
    
    Price
    
    
    in Years
    
    
    Shares
    
    
    Price591,848
    
    
    
    5.00
    
    
    
    5.37
    
    
    
    591,848
    
    
    
    5.0050,000
    
    
    
    2.26
    
    
    
    4.92
    
    
    
    50,000
    
    
    
    2.26641,848
    
    
    
    4.70
    
    
    
    5.31
    
    
    
    641,848
    
    
    
    4.70
 As of June 30, 2008, the company did not have any unrecognized stock compensation related
to unvested awards.
  11




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##### Table of Contents



[5]
    
    Business Consultants Stock Plan:For the three month periods ended June 30, 2008 and 2007, the company
issued 202,286 and 74,646 common shares to business consultants under
the Business Consultants Stock Plan and charged $509,453 and $295,000
to operations in
connection with these share issuances. For the six month period ended June 30, 2008 and 2007, the
company issued 432,975 and 120,623 common shares to business consultants under the Plan and charged
operations $1,165,542 and $661,000 in connection with these services. Share issuances are valued
generally on the date immediately prior to the date of issuance, except for shares issued to pay
invoices which are valued as of the invoice date and except for shares issued under the Nonmanagement
Directors Plan which are valued as of the end of each quarter effective October 13, 2006. As of June 30,
2008, 4,220,651 shares are available for future issuances under the
Business Consultants Stock Plan.[6]
    
    Nonmanagement Directors Plan:On October 1, 2004, the board of directors approved a Nonmanagement Directors Plan pursuant to which
each nonmanagement director is entitled to receive, if certain conditions are met, on an annual basis
for services rendered as a director, warrants to purchase 12,000 shares of the companys common stock at
$.01 per share. In addition, the chairman of the audit committee is entitled to receive, on an annual
basis for services rendered as chairman, additional warrants for 5,000 shares of the companys common
stock at $.01 per share.Due to changes made to the Nonmanagement Directors Plan described below, the company did not issue any
warrants under the plan for the three and six month periods ended June 30, 2008 and 2007. No previously
issued warrants were exercised during the three and six month periods ended June 30, 2008. No warrants
were exercised under the plan during the three month period ended June 30, 2007 and 6,000 warrants were
exercised during the first quarter of 2007.On October 10, 2007, the Nonmanagement Directors Plan was modified to increase the fees payable to the
companys nonmanagement directors. As adjusted, each nonmanagment director (a total of 4 persons) would
receive $26,460 for board and committee service per annum. The chairman of the audit committee would
receive an additional $12,600 per annum and the chairman of the nominating committee would receive an
additional $5,355 per annum.The Nonmanagement Directors Plan was also modified to provide that the chairman of the board, chairman
of the executive committee and chairman of the governance and compensation committee, one person, will
be paid an aggregate $110,000 per annum for all services rendered by him as a director and in such
capacities. This proposal was made in the light of the risks associated with the positions he has
undertaken as well as the fact that he is and has been since the summer of 2005, serving the company in
these positions on a full-time basis. The proposal was also made in recognition of the fact that the
services required to be performed by the chairman of the boards executive committee and of its
governance and compensation committee have expanded both in responsibilities covered and time expended.
The effective date for these adjustments to the plan was July 1, 2007.On April 28, 2008, the plan was again modified to increase the compensation of the person serving as
chairman of the board, chairman of the executive committee, chairman of the governance and compensation
committee (one person) to $125,000 per annum.During the three month periods ended June 30, 2008 and 2007, the company issued 25,388 and 9,982 common
 shares under the plan to satisfy the March 31, 2008 and 2007 payables in the amount of $62,199 and
$41,925 and recorded charges of $62,199 and $41,925,respectively, for such periods.During the six month periods ended June 30, 2008 and 2007, the company issued 44,243 and 17,967 common
 shares under the plan to satisfy payables in the amount of $120,648 and $83,850 recorded a charge of
$120,648 and $83,850 for such periods.On April 28, 2008, the board of directors approved a one-time payment to its chairman of the governance
and compensation committee of $46,000 for special services rendered in connection with required
compliance under the Sarbanes-Oxley Act. This amount was paid by the issuance of 19,167 common shares
valued as of the closing price on April 28, 2008. The company charged $46,000 to operations in
connection with such services.[7]
    
    Business, Financial and Engineering Consultants:The company has issued 1,376,583 common stock warrants to various business, financial and engineering
consultants, of which, 91,583 have been exercised for proceeds of $915 and 445,000 cancelled in exchange
for the participation of certain engineers in the companys 2007 Commercializing Event Plan. (Note D
[10]).On March 28, 2008, the board approved the issuance of an aggregate 195,000 warrants, immediately
exercisable at $5.00 per common share until 2016, to two engineering consultants who elected not to
participate in the companys 2007 Commercializing Event Plan. The company recorded a charge in the
amount of $249,000 to general and administrative expense.
  12




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##### Table of Contents



[8]
    
    Warrants:As of June 30, 2008, outstanding warrants to acquire shares of the companys common stock are as follows:
 Number ofExercise
    
    
    
    
    
    SharesPrice
    
    Expiration
    
    
    Exercisable(a)
    
    
    (a)
    
    
    
    125,000
    
    
    
    (a)$.75
    
    None
    
    
    500,000
    
    
    
    (b)$.01
    
    None
    
    
    511,200
    
    
    
    (c)$.01
    
    None
    
    
    54,500
    
    
    
    (d)(e)
    
    
    (e)
    
    
    
    (e)
    
    
    
    (e)$.01
    
    None
    
    
    39,000
    
    
    
    (f)$5.00
    
    10 years
    
    
    255,000
    
    
    
    (g)$.01
    
    None
    
    
    6,000
    
    
    
    (h)$.01
    
    None
    
    
    16,250
    
    
    
    (i)$1.00
    
    None
    
    
    20,500
    
    
    
    (j)(k)
    
    
    (k)
    
    
    
    (k)
    
    
    
    (k)(l)
    
    
    (l)
    
    
    
    (l)
    
    
    
    (l)$3.27
    
    10 years
    
    
    400,000
    
    
    
    (m)$3.75
    
    10 years
    
    
    200,000
    
    
    
    (n)$5.00
    
    10 years
    
    
    50,000
    
    
    
    (o)$5.00
    
    10 years
    
    
    100,000
    
    
    
    (p)
 (a)
    
    Exercisable only if the company has an IPO at the IPO price and
exercisable five years from IPO. Through June 30, 2008, the company
has not conducted an IPO.(b)
    
    On April 15, 2002, the company issued 1,000,000 warrants to purchase
common stock at prices ranging from $.30 to $.75 to its then chairman
of the board of directors and chief executive officer. Of the total
warrants, 250,000 were exercisable at $.30, and 250,000 were
exercisable at $.50 on the date the then board elected the executive
to the board and named him chief executive officer. During the year
ended December 31, 2002, 250,000 warrants were exercised for $.30 per
share, resulting in proceeds of $75,000. During the year ended
December 31, 2003, 250,000 warrants were exercised for $.50 per share,
resulting in proceeds of $125,000. The remaining 500,000 warrants are
exercisable upon the execution of the company of a binding agreement
for the sale, transfer, license or assignment for value of any and/or
all of its companys automotive technology at $.75 per share. The
company will record a charge representing the fair value of the
warrants when the warrants become exercisable.(c)
    
    The company has issued 1,080,000 warrants, exercisable at $.01 per
common share, to a management consulting firm. 528,800 of these
warrants have been exercised for aggregate proceeds of $5,484. The
company is in litigation with this management consulting firm. In
accordance with the court of original jurisdictions order rendered on
May 8, 2006, the company was required to honor immediately the
exercise of 40,000 of the 551,200 warrant balance, to issue an
additional 245,000 warrants, exercisable at $.01 per common share and
to honor, if and when presented for exercise, the remaining 511,200
previously issued warrants. The company appealed the lower courts
order to the Appellate Division of the New York Supreme Court. On
March 16, 2007, the Appellate Division unanimously reversed the lower
courts order in its entirety. During the pendency of its appeal, the
company had been required to deposit with the clerk of the court
40,000 common shares, 245,000 common stock warrants and $250,000. As
the result of the Appellate Courts decision, the lower court ordered
of the 40,000 common shares, 245,000 common stock warrants and
$250,000 to the company. Upon such return, the company cancelled both
the 40,000 common shares and the 245,000 common stock warrants. Thus,
the 511,200 warrants do not include either the 40,000 warrants which
were exercised or the 245,000 warrants, both of which were cancelled
on the companys books. See Notes F and G.(d)
    
    The company has issued an aggregate 123,500 warrants to its
nonmanagement directors for services rendered to the board under its
Nonmanagement Directors Stock Plan prior to its amendment on
October 13, 2006. No further warrants are issuable under the Plan as
modified by the board of directors on October 13, 2006 (See Note D 5).
An aggregate 69,000 warrants have been exercised for approximately
$630 of proceeds, with 6,000 warrants exercised during the second
quarter of 2007 for proceeds of $60. No warrants were exercised during
the three and six month periods ended June 30, 2008.(e)
    
    During 2005, the company issued 120,000 warrants to a consultant,
immediately exercisable at $.01 per common share. 48,000 warrants were
exercised in 2005. The remaining 72,000 warrants were exercised in
2006. During the years ended December 31, 2006 and 2005, the company
received proceeds of $720 and $480 respectively.(f)
    
    In 2005, the company issued 12,000 warrants to a consultant,
immediately exercisable at .01 per common share. During 2005, 3,000
warrants were exercised for proceeds of $30. In 2006, the company
issued 30,000 warrants to consultants exercisable immediately for a
ten year term at $5.00 per common share. 13




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##### Table of Contents



(g)
    
    During 2005, the company issued 210,000 warrants to certain
engineering consultants, exercisable immediately for a ten year term
at $5.00 per common share. During 2006, the company issued 295,000
warrants to certain engineering consultants
exercisable over a ten year term at $5.00 per common share, but only
exercisable if the company sells, licenses or otherwise transfers one
or more technologies for value. The engineering consultants holding
445,000 of these warrants agreed to cancel them in the fourth quarter
of 2007 in exchange for their participation in the companys
Commercializing Event Plan. On March 28, 2008, the company issued an
aggregate 195,000 warrants exercisable until 2016 at $5.00 per common
shares to two engineers who elected not to participate in the
companys 2007 Commercializing Event Plan. The company recorded a
charge of $249,000 to general and administrative expense.(h)
    
    During 2005, the company issued 6,000 warrants to a consultant,
exercisable at .01 per common share. None of these warrants have been
exercised through June 30, 2008.(i)
    
    During 2005, the company issued 62,500 warrants to investors in
connection with their purchase of 62,500 Class A Preferred,
exercisable at $.01 per common share. During 2006, the company issued
135,849 warrants to investors along with their purchase 162,000
Class A Preferred and 20,000 Class B Preferred, all immediately
exercisable at $.01 per common share. An aggregate 182,099 of these
warrants have been exercised for proceeds of approximately $1,258,
including 2,500 and 12,500 warrants exercised in the six month periods
ended June 30, 2008 and 2007. No additional warrants were issued in
the six month period ended June 30, 2008.(j)
    
    During 2006, one investor purchased 20,500 warrants immediately
exercisable at $1.00 per common share for a purchase price of $2,000.
None of these warrants have been exercised through June 30, 2008.(k)
    
    During 2006, the company issued 360,000 warrants to a director for
specific services rendered by such director as chairman of the
companys executive committee. These warrants were exercised on
September 1, 2006 and September 11, 2006 at $.01 per common share. The
company received proceeds of $3,600.(l)
    
    In connection with its business and financial operations for the year
ended December 31, 2006, the company issued 91,583 warrants,
immediately exercisable over a ten year term at $.01 per common share.
During the year ended December 31, 2006, 91,083 of these warrants were
exercised for proceeds of $910. During the year ended December 31,
2007, the remaining 500 warrants were exercised for proceeds of $5.00.(m)
    
    During 2006, the company issued 400,000 warrants immediately
exercisable for ten years at an exercise price of $3.27 per common
share to a business consultant. None of these warrants have been
exercised through June 30, 2008.(n)
    
    During 2006, the company issued 200,000 warrants immediately
exercisable for ten years at an exercise price of $3.75 per common
share to its governmental affairs consultant. None of these warrants
have been exercised through June 30, 2008.(o)
    
    During 2007, the company issued 50,000 warrants exercisable for ten
years at $5.00 per common share upon the happening of a
commercializing event. The warrants were issued to a consultant who
assisted the company to potentially place its products in various
state school bus programs. The company recorded a charge of $249,000
to general and administrative expenses. None of these warrants have
been exercised through June 30, 2008.(p)
    
    During 2007, the company issued 100,000 warrants immediately
exercisable for ten years at an exercise price of $5.00 per common
share to two engineering consultants in connection with the companys
engagement to furnish constant velocity joints to a military
contractor. The company recorded a charge of $401,000 to general and
administrative expenses. None of these warrants have been exercised
through June 30, 2008.  14




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##### Table of Contents



WeightedWeighted
    
    
    AverageAverage
    
    
    Remaining
    
    
    AggregateExercise
    
    
    Contractual
    
    
    IntrinsicShares
    
    
    Price
    
    
    Term
    
    
    ValueOutstanding at January 1, 2008
    
    
    2,084,950
    
    
    $
    3.14
    
    
    4.90 years
    
    $
    3,072,861Granted
    
    
    195,000
    
    
    $
    5.00
    
    
    8.84 yearsExercised
    
    
    (2,500
    )Canceled or expiredOutstanding at June 30, 2008
    
    
    2,277,450
    
    
    $
    3.30
    
    
    4.64 years
    
    $
    1,922,787Exercisable at June 30, 2008
    
    
    1,652,450
    
    
    $
    3.93
    
    
    4.42 years
    
    $
    1,257,787
 [9]
    
    Issuance of Stock and Warrants by Subsidiary:In 2003, the company majority-owned subsidiary, Ice Surface Development, Inc. (Ice Surface) issued 308,041 of
its common stock at $.76 per share realizing aggregate proceeds of $234,000 in a private placement. These
issuances reduced the companys interest in Ice Surface from 72% to approximately 69.26%. Based on the companys
accounting policy, the change in the companys proportionate share of Ice Surfaces equity resulting from the
additional equity raised by the subsidiary is accounted for as a capital transaction.In connection with the private placement, Ice Surface issued 53,948 warrants to the placement agent immediately
exercisable at $.76 per common share through June 9, 2008. In addition, 50,000 warrants were issued by Ice
Surface to a consultant immediately exercisable at $.76 per common share through June 9, 2008. In connection
with the issuance of these warrants, a compensation charge of $36,000 was recognized. These warrants were
cancelled effective June 7, 2007 upon the adoption by Ice Surfaces shareholders of a Plan for the complete
liquidation and dissolution of Ice.[10]
    
    Shares Issued for Consulting Services:On September 17, 2005, certain consultants created a trust to enable them to sell business consultants shares
issued to them by the company under their consultant agreements. The company issued 50,000 business consultant
common shares valued at $102,000 on September 27, 2005, contingent on the performance by the consultants
services under such consultant agreements. The company fair values the shares issued to the trust using the
closing market price on the date immediately prior to the date of issuance. Amounts in excess of the consulting
invoices are classified as shares issued for consulting services in stockholders (capital deficit) equity. No
 shares were sold in the trust in the year ended December 31, 2005.The company issued an aggregate 342,500 business consultants share valued at an aggregate $972,125 to the trust
to satisfy the payment of invoices submitted by the consultants for services rendered through December 31, 2007.
The trustee has sold an aggregate 339,045 business consultants shares for aggregate proceeds of $977,059 through
December 31, 2007 and distributed the proceeds from the trust to the consultants in accordance with the trusts
terms.During the three and six month periods ended June 30, 2008, the company issued 70,000 and 130,000 business
consultants shares valued at $184,300 and $349,300, respectively, to the trust to satisfy the payment of
invoices submitted by the consultants for services rendered during such periods. During the three and six month
periods ended June 30, 2007, the trustee sold 32,500 and 42,500 business consultant shares and distributed
$127,875 and $172,375 in proceeds to the consultants in accordance with the trusts terms.
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##### Table of Contents



The companys payment obligations with respect to the consultant agreements are met once it has
issued shares to the trust in accordance with directives received from the consultants and the
consultants, not the company, bear the risk of loss in the event the proceeds of stock sales by the
trustee are less than the value of the stock contributed to the trust by the company on the date of
contribution.[11]
    
    Commercializing Event Plan:On October 13, 2006, the board of directors adopted a Commercializing Event Plan ( 2007 Event
Plan) designed to reward the companys directors, executives and certain administrative personnel
for the successful completion of one or more commercializing events. No payments were made under the
2007 Event Plan during the years ended December 31, 2007 and 2006.On March 28, 2008 the board of directors approved amendments to the 2007 Event Plan recommended by
the governance and compensation committee to clarify that:(a)
    
    for purposes of the good standing requirement, all participants are considered to be in good
standing unless a unanimous vote of the board of directors determines otherwise. In making this
determination, the board is required to consider whether a person has engaged in conduct which has
significantly harmed the company and to consider that any material violation of the companys Code
of Conduct shall constitute prima facie evidence that the company has been harmed;(b)
    
    participants shall be entitled to payment even though the participant is not actively engaged as a
consultant to or employee of the company if the reason for not being so engaged is due to death,
disability from accident, disease or similar circumstance beyond the participants control or is on
a leave of absence approved by an authorized officer;(c)
    
    the plan shall terminate no earlier than October 10, 2017 but that subject to such condition, the
plan may be terminated by the board of directors in its sole direction;(d)
    
    the benefits provided by the plan may not be reduced during its term as to amount, time, method,
manner of payment and/or any other material condition;(e)
    
    distributions under the plan shall be made on a commercializing event by commercializing event basis;
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##### Table of Contents



(f)
    
    the number of common shares distributable to participants in the case of any
commercializing event not involving the sale of the company shall be calculated
based upon a $3.00 per share price[the closing price of the companys common stock
on the date of the plans effective date, October 10, 2007] but that the number of
 shares distributable in the case of a commercializing event involving the sale of
the company shall be calculated based upon the trading price of the acquiring
companys common stock as of the date the acquisition transaction is announced.On February 25, 2008, the company issued an aggregate 3,648 business consultants
 shares to thirteen participants in the 2007 Event Plan (304 shares to each of nine
director, officer and administrative participants and 228 shares to each of four
engineer participants) upon the completed sale of the companys constant velocity
joints to a military contractor.On April 30, 2008, the company issued an aggregate 5,581 business consultant shares
to thirteen participants in the 2007 Event Plan (465 shares to each of nine
director, officer and administrative participants and 349 shares to each of four
engineer participants) upon receipt of the first quarterly payment from Ice
Engineering, LLC.The company is accounting for the settlement of its commission arrangement with
respect to this commercializing event transaction under SFAS 123(R) Share Based
Payment. For the three and six month periods ended June 30, 2008, the company
recorded a charge to operations in the amount of $16,730 and $27,687, respectively,
representing the fair value of the equity instruments issued.In the fourth quarter of 2007, certain engineering consultants agreed to cancel
445,000 warrants issued in 2005 and 2006 in exchange for their participation in the
2007 Event Plan. The exchange of the warrants for the participation rights in a
commercialization event did not result in an accounting charge. The warrants at the
date of the exchange were considered to have no value because the underlying
condition for vesting the warrants was not satisfied. The company determined that
the fair value of the rights to be de minimis at the date of the exchange based on
managements estimate.On March 28, 2008, the board of directors approved the grant of an aggregate 195,000
common stock warrants exercisable until December 1, 2016 at $5.00 per share to two
engineering consultants in lieu of their participation in the 2007 Event Plan. The
company valued the warrants at $249,000 using the Black-Scholes option/pricing model
and charged operations.
  Term
    
    8.84 yearsRisk-free rate
    
    
    2.89
    %Volatility
    
    
    0.55Dividend yield
    
    
    0.0
    %
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NOTE E  Commitments and Other Matters
 [1]
    
    Employment Agreements:On April 1, 2002, the companys majority-owned subsidiary, Ice Surface Development, Inc., entered into employment agreements with
three persons as chief executive officer, chief operating officer and vice-president of manufacturing, respectively. The agreements expired on
July 31, 2004 and are the subject of litigation between the company, Ice Surface Development, certain officers of Ice Surface and the three individuals. See Note G.[2]
    
    Leases:During the last three years, the company leased executive office space at Powder Mills Office Park, Pittsford,
New York and leased research, development and manufacturing space in Webster, New York. The company terminated its Powder
Mills lease as of June 30, 2007 and its Webster lease as of December 31, 2007 in order to access additional manufacturing
and assembly space and to consolidate its executive and manufacturing functions under one roof. The company was released from all
further obligations under these leases. Rent expense for the three and six
months ended June 30, 2008 and 2007 are $16,000, $49,000, $5,000, $27,000, respectively.
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##### Table of Contents



th
 NOTE F  Management Agreement
  NOTE G  Litigation
 (1)
    
    On September 30, 2005, the company filed a declaratory judgment action
in the Supreme Court of the State of New York for the Seventh Judicial
District seeking that courts determination that the June, 2004 and
April, 2005 agreements with a management consulting firm are null and
void and unenforceable as against the company, its officers and
directors. This litigation is in the predeposition,
document-production, discovery phase.(2)
    
    On April 12, 2007, the company commenced a second lawsuit against the
same management consulting firm in the Supreme Court, Seventh Judicial
District, alleging that such firm had fraudulently induced the company
to enter into certain purported agreements with the management firm,
did not perform the services for which the company had engaged the
firm and that, as a result, the company has been damaged in excess of
$6,000,000 by such firm. This litigation is in the predeposition,
document-production, discovery phase.
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##### Table of Contents



(3)
    
    On October 8, 2007, the controlling persons of the companys
majority-owned subsidiary, Ice Surface Development, Inc.(ISDI),
namely its chief executive officer, its chief operating officer and
its vice-president of manufacturing, filed for arbitration of their
claims that ISDI is obligated to pay them certain amounts under their
employment contracts. ISDI has opposed plaintiffs claims on the
grounds that they are without merit. The arbitration is in the
predeposition discovery phase.On October 19, 2007, the same three persons commenced a shareholders
derivative action in the Federal District Court for the Western
District of New York claiming that the company and its president
breached their fiduciary duties to the minority shareholders of ISDI
in assigning the Dartmouth College ice technology license for
inadequate consideration. On January 31, 2008, the company and its
president moved to dismiss the complaint for failure to state a cause
of action or, in the alternative, to stay such action pending the
resolution of plaintiffs claims in arbitration.On June 27, 2008, the Federal Court dismissed, with prejudice, the
shareholders derivative action in its entirety. Based upon its reading
of the Courts decision, management believes the dismissal effectively
ends of the litigation involving the assignment of the ice technology
license, and eviscerates the arbitration proceeding since the Court
held that the approximate $1,495,000 liability claimed to be owed to
the plaintiffs had in fact been paid to them by the issuance of Ice
Surface Development common stock on June 7, 2007.
 NOTE H  Royalty Agreement
  NOTE I  Gain on Cancellation of Debt
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##### Table of Contents



Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 PLAN OF OPERATION
 (a)
    
    Overall Business StrategyFrom its inception in 1996, the companys overall business plan has been to design,
develop, build and commercialize its FTV® worldwide, especially in the
Asian, African, South and Central American and Eastern European markets. In addressing
issues and solving problems encountered in the design and development of the FTV, the
company designed and developed a number of automotive drive-line technologies i.e.
the companys hydraulic pump/motor system, infinitely variable transmissions,
Iso-Torque differential and constant velocity joint technology.The FTV has been developed and is ready for commercialization. In addition, each of
the companys other automotive technologies has been developed and are ready for
commercialization  either independently on a stand-alone basis or as incorporated
into the companys FTV.In present circumstances, the company intends to produce, market and distribute FTVs
by entering into a joint venture relationship with an automotive manufacturer. The
company intends to incorporate its drive-line technologies into the FTV to enhance its
marketability and value. The company also intends to license and/or enter into supply
contracts with automotive manufacturers, military contractors, tier-one suppliers and
possibly end-users for its drive-line technologies independent of their utilization in
the FTV.
 (b)
    
    Current Status of Business Plan and Ongoing ProjectsThe companys plan of operation during the year ending December 31, 2008 is as follows:1)
    
    to complete and ship approximately seven design-specific infinitely variable
transmissions to the National Aeronautics and Space Administration for use in that
agencys lunar rover in connection with NASAs program entitled Americas return to
the moon; to continue to work with NASA as an official drive-line consultant to the
lunar rover project;2)
    
    to complete the integration of the companys patented FTV technology, namely, its
steer drive, suspension system and high speed tracks, with a cabover truck furnished
by a major U.S. automotive company in order commercialize the FTV initially in the
North American market and eventually in the worldwide markets of Asia, Africa, Latin
and South America and Europe;3)
    
    to deliver approximately six constant velocity joints to a major U.S. military
contractor for installation in the contractors production-ready Joint Light Tactical
Vehicle the contractor is planning to submit to the U.S. Army in 2008 as part of the
bidding process for a contract and to work with the contractor with respect to the
commercialization of the companys other technologies;4)
    
    to work with another major U.S. automotive manufacturer with respect to the possible
installation of the companys IsoTorque differential in a number of that
manufacturers vehicles;5)
    
    to deliver a design-specific, prototype constant velocity joint for installation in a
California metropolitan bus companys hybrid bus and, upon the successful integration
of such unit, to explore a potential supply contract with such company for all of its
hybrid bus production;6)
    
    to work with an American subsidiary of a Korean manufacturer for installation of the
companys patented hydraulic pump and motor technology in its construction and
agriculture vehicles.Information regarding the company and all of its automotive inventions, including
regular updates on technological and business developments, can be found on the
companys website, www.torvec.com.Through June 14, 2007, the company held a license to ice technology granted by the
Trustees of Dartmouth College. This license was held through the companys
majority-owned subsidiary, Ice Surface Development, Inc. The license required the
company to pay Dartmouth College a royalty of 3.5% of the net sales of licensed
product with minimum annual payments of $25,000 through 2021. In addition, the license
provided for the payment of 50% of sub-license fee income.
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##### Table of Contents



(c)
    
    Company Expenses



The net income for the three month period ended June 30, 2008 was $702,000 as compared to the three month period
ended June 30, 2007 of a net loss of $927,000. The net loss for the six month period ended June 30, 2008 was
$482,000 as compared to the six month period ended June 30, 2007 net loss of $1,758,000. The decrease in the net
loss of$1,629,000 and $1,276,000, respectively, is principally related to the gain on cancellation of debt
which provided the company with other income of $1,541,000.Research and development expenses for the three month period ended June 30, 2008 amounted to $114,000 as compared
to $155,000 for the three month period ended June 30, 2007. Research and development expenses for the six month
period ended June 30, 2008 amounted to $262,000 as compared to $390,000 for the six month period ended June 30,
2007. The decrease of $41,000 and $129,000 in the three and six month comparative is due to decreased cost
associated with commercializing our technologies.General and administrative expense for the three month period ended June 30, 2008 amounted to $734,000 compared
to $904,000 for the three month period ended June 30, 2007. General and administrative expenses for the six
month period ended June 30, 2008 amounted to $1,781,000 as compared to $1,500,000 for the six month period ended
June 30, 2007. This increase in the six month period amounted to $281,000 and is due, in large part, to the
increase in accrued compensation to James and Keith Gleasman of $100,000 and the legal expenditures of $200,000
for patents. The decrease of $170,000 in the three month period is due in part to a decrease of professional
fees and consulting fees of $90,000 and $75,000, respectively.
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##### Table of Contents



(d)
    
    Liquidity and Capital ResourcesThe companys business activities during the six month period ended June 30, 2008 were funded principally through:
 
    
    the receipt in 2007 of the first installment of
$500,000 of an aggregate $3,500,000 reimbursement
payable in connection with the assignment of the
companys ice technology license and the receipt
in 2007 of $126,000 in revenue from the sale of
the companys products to various end-users; and
    
    the receipt of approximately $15,000 and $30,000
of revenue during the three and six month periods
ended June 30, 2008,respectively, attributable to
the sale of a constant velocity joint prototype to
a California bus the sale of a prototype to a
military contractor;
    
    of the purchase of restricted common stock for
$100,000 by an accredited investor at a price of
$2.75 per common share.
     (e)
    
    Critical Accounting PoliciesRevenue RecognitionThe companys terms provided that customers are obligated to pay for
products sold to them within a specified number of days from the date
that title to the products is transferred to the customers. The
companys standard terms are typically net 30 days. The company
recognizes revenue when transfer of title occurs and risk of ownership
passes to a customer at the time of shipment or delivery depending on
the terms of the agreement with a particular customer. The sale price
of the companys products is substantially fixed and determinable at
the date of the sale based upon purchase orders generated by a
customer and accepted by the company. To the extent that
collectibility of the receivable is not assured, the company follows
the cost recovery approach. Accordingly, amounts collected will be
accounted for as a reduction of costs.
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##### Table of Contents



Disclosures about Derivative Instruments and Hedging Activities-an
amendment of FASB Statement No. 133.
  (f)
    
    Impact of InflationInflation has not had a significant impact on the companys operations
to date and management is currently unable to determine the extent
inflation may impact the companys operations during the six month
period ended June 30, 2008.(g)
    
    Quarterly FluctuationsAs of June 30, 2008 and 2007, the company had not engaged in
substantial revenue producing operations. Once the company actually
commences significant revenue producing operations, the companys
operating results may fluctuate significantly from period to period as
a result of a variety of factors, including purchasing patterns of
consumers, the length of the companys sales cycle to key customers
and distributors, the timing of the introduction of new products and
product enhancements by the company and its competitors, technological
factors, variations in sales by product and distribution channel,
product returns, and competitive pricing. Consequently, once the
company actually commences significant revenue producing operations,
the companys product revenues may vary significantly by quarter and
the companys operating results may experience significant
fluctuations.
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##### Table of Contents



Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 Item 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
   Changes in Internal Control Over Financial Reporting
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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
 (1)
    
    On September 30, 2005, the company filed a declaratory judgment action
in the Supreme Court of the State of New York for the Seventh Judicial
District seeking that courts determination that certain, purported
agreements with a management consulting firm are null and void and
unenforceable as against the company, its officers and directors. This
litigation is in the predeposition, document-production discovery
phase.(2)
    
    On April 12, 2007, the company commenced a second lawsuit against the
same management consulting firm in the Supreme Court, Seventh Judicial
District, alleging that such firm had fraudulently induced the company
to enter into certain purported agreements with the management firm,
did not perform the services for which the company had engaged the
firm and that, as a result, the company has been damaged in excess of
$6,000,000 by such firm. This litigation is in the predeposition,
document-production discovery phase.(3)
    
    On October 8, 2007, the controlling persons of the companys
majority-owned subsidiary, Ice Surface Development, Inc.(ISDI),
namely its chief executive officer, its chief operating officer and
its vice-president of manufacturing, filed for arbitration of their
claims that ISDI is obligated to pay them certain amounts under their
employment contracts. ISDI has opposed plaintiffs claims on the
grounds that they are without merit. The arbitration is in the
predeposition discovery phase.On October 19, 2007, the same three persons commenced a shareholders
derivative action in the Federal District Court for the Western
District of New York claiming that the company and its president
breached their fiduciary duties to the minority shareholders of ISDI
in assigning the Dartmouth College ice technology license for
inadequate consideration. On January 31, 2008, the company and its
president moved to dismiss the complaint for failure to state a cause
of action or, in the alternative, to stay such action pending the
resolution of plaintiffs claims in arbitration.On June 27, 2008, the Federal Court dismissed, with prejudice, the
shareholders derivative action in its entirety. Based upon its reading
of the Courts decision, management believes the dismissal effectively
ends of the litigation involving the assignment of the ice technology
license, and eviscerates the arbitration proceeding since the Court
held that the approximate $1,495,000 liability claimed to be owed to
the plaintiffs had in fact been paid to them by the issuance of Ice
Surface Development common stock on June 7, 2007.
 
 Item 1A. Risk Factors .
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
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##### Table of Contents



Item 5. Other Information
  
 Item 6. Exhibits
  (2)
    
    Plan of acquisition, reorganization, arrangement, liquidation, or succession
 2.1
    
    Agreement and Plan of Merger, dated November 29, 2000 by and among
Torvec Subsidiary Corporation, Torvec, Inc., UTEK Corporation and ICE
Surface Development, Inc. incorporated by reference to Form 8-K filed
November 30, 2000 and Form 8K/A filed February 12, 2001.
 (3)
    
    Articles of Incorporation, By-laws
 3.1
    
    Certificate of Incorporation, incorporated by reference to Form
10-SB/A , Registration Statement, registering Companys $.01 par value
common stock under section 12(g) of the Securities Exchange Act of
1934;3.2
    
    Certificate of Amendment to the Certificate of Incorporation dated
August 30, 2000, incorporated by reference to Form SB-2 filed October
19, 2000;3.3
    
    Certificate of Correction dated March 22, 2002, incorporated by
reference to Form 10-KSB filed for fiscal year ended December 31,
2002;3.4
    
    By-laws, as amended by shareholders on January 24, 2002, incorporated
by reference to Form 10-KSB filed for fiscal year ended December 31,
2002;3.5
    
    Certification of Amendment to the Certificate of Incorporation dated
October 21, 2004 setting forth terms and conditions of Class B
Preferred, incorporated by reference to Form 10-QSB filed for fiscal
quarter ended September 30, 2004.3.6
    
    Certificate of Amendment to the Certificate of Incorporation dated
January 26, 2007 increasing the authorized common shares from
40,000,000 to 400,000,000 common shares, incorporated by reference to
annual report (Form 10-K) filed for the calendar year ended December
31, 2006.
 (4)
    
    Instruments defining the rights of holders including indentures
  (9)
    
    Voting Trust Agreement
  (10)
    
    Material Contracts
 10.1
    
    Certain Employment Agreements, Consulting Agreements, certain
assignments of patents, patent properties, technology and know-how to
the Company, Neri Service and Space Agreement and Ford Motor Company
Agreement and Extension of Term, all incorporated by reference to
Form 10-SB/A, Registration Statement, registering Companys $.01 par
value common stock under section 12(g) of the Securities Exchange Act
of 1934;10.2
    
    The Companys 1998 Stock Option Plan and related Stock Options
Agreements, incorporated by reference to Form S-8, Registration
Statement, registering 2,000,000 shares of the Companys $.01 par
value common stock reserved for issuance thereunder, effective
December 17, 1998;10.3
    
    The Companys Business Consultants Stock Plan, incorporated by
reference to Form S-8, Registration Statement, registering 200,000
shares of the Companys $.01 par value common stock reserved for
issuance thereunder, effective June 11, 1999, as amended by reference
to Form S-8 Registration Statements registering an additional
200,000, 200,000, 100,000, 800,000, 250,000, 250,000, 350,000,
250,000, 2,500,000 and 5,000,000 shares of the Companys $.01 par
value common stock reserved for issuance thereunder, effective
October 5, 2000, November 7, 2001, December 21, 2001, February 1,
2002, November 12, 2002, January 22, 2003, May 23, 2003, November 26, 2003, April 20, 2004 and October 13, 2006,
respectively;
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##### Table of Contents



10.4
    
    Termination of Neri Service and Space Agreement dated August 31, 1999, incorporated by reference to Form
10-QSB filed for the quarter ended September 30, 1999;10.5
    
    Operating Agreement of Variable Gear, LLC dated June 28, 2000, incorporated by reference to Form 10-QSB filed
for the quarter ended June 30, 2000;10.6
    
    License Agreement between Torvec, Inc. and Variable Gear, LLC dated June 28, 2000, incorporated by reference
to Form SB-2 filed October 19, 2000;10.7
    
    Investment Agreement with Swartz Private Equity, LLC dated September 5, 2000, together with attachments
thereto, incorporated by reference to Form 8-K filed October 2, 2000;10.8
    
    Extension of and Amendment to Consulting Agreement with James A. Gleasman, incorporated by reference to Form
10-KSB filed for the fiscal year ended December 31, 2000;10.9
    
    Extension of and Amendment to Consulting Agreement with Keith E. Gleasman, incorporated by reference to Form
10-KSB filed for the fiscal year ended December 31, 2000;10.10
    
    Extension of and Amendment to Consulting Agreement with Vernon E. Gleasman, incorporated by reference to Form
10-KSB filed for the fiscal year ended December 31, 2000;10.11
    
    Option and Consulting Agreement with Marquis Capital, LLC dated February 10, 1999, incorporated by reference
to Form 10-QSB filed for quarter ended March 31, 2001;10.12
    
    Option and Consulting Agreement with PMC Direct Corp., dated February 10, 1999, incorporated by reference to
Form 10-QSB filed for quarter ended March 31, 2001;10.13
    
    Investment Banking Services Agreement with Swartz Institutional Finance (Dunwoody Brokerage Services, Inc.)
dated December 8, 2000, incorporated by reference to Form 10-QSB filed for quarter ended March 31, 2001;10.14
    
    Employment Agreement with Michael Martindale, Chief Executive Officer, dated August 1, 2001, incorporated by
reference to Form 10-QSB filed for fiscal quarter ended September 30, 2001;10.15
    
    Employment Agreement with Jacob H. Brooks, Chief Operating Officer, dated August 1, 2001, incorporated by
reference to Form 10-QSB filed for fiscal quarter ended September 30, 2001;10.16
    
    Employment Agreement with David K. Marshall, Vice-President of Manufacturing, dated September 1, 2001,
incorporated by reference to Form 10-QSB filed for fiscal quarter ended September 30, 2001;10.17
    
    Investment Banking Services Agreement with Swartz Institutional Finance (Dunwoody Brokerage Services, Inc.),
as amended, dated October 23, 2001, incorporated by reference to Form 10-QSB filed for fiscal quarter ended
September 30, 2001;10.18
    
    Stock Option Agreement with Samuel Bronsky, Chief Financial and Accounting Officer, dated August 28, 2001,
incorporated by reference to Form 10-QSB filed for fiscal quarter ended September 30, 2001;10.19
    
    Pittsford Capital Group, LLC Agreement dated January 30, 2002, incorporated by reference to Form 10-KSB filed
for fiscal year ended December 31, 2001;10.20
    
    Gleasman-Steenburgh Indemnification Agreement dated April 9, 2002, incorporated by reference to Form 10-KSB
filed for fiscal year ended December 31, 2001;10.21
    
    Series B Warrant dated April 10, 2002, incorporated by reference to Form 10-KSB filed for fiscal year ended
December 31, 2001;10.22
    
    Billow Butler & Company, LLC investment banking engagement letter dated October 1, 2003, incorporated by
reference to Form 10-QSB filed for fiscal quarter ended September 30, 2003;10.23
    
    Letter of Acknowledgement and Agreement with U.S. Environmental Protection Agency dated February 4, 2004,
incorporated by reference to Form 10-KSB filed for fiscal year ended December 31, 2003;10.24
    
    Letter Agreement with CXO on the GO, L.L.C. dated February 20, 2004, incorporated by reference to Form 10-KSB
filed for fiscal year ended December 31, 2003;10.25
    
    Letter Amendment with CXO on the GO, L.L.C. dated February 23, 2004, incorporated by reference to Form 10-KSB
filed for fiscal year ended December 31, 2003;10.26
    
    Lease Agreement for premises at Powder Mills Office Park, 1169 Pittsford-Victor Road, Suite 125, Pittsford,
New York 14534, dated July 16, 2004; incorporated by reference to Form 10-QSB filed for fiscal quarter ended
June 30, 2004;10.27
    
    Lease Agreement for testing facility and Mustang dynamometer, dated July 21, 2004; incorporated by reference to
Form 10-QSB filed for fiscal quarter ended June 30, 2004;
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##### Table of Contents



10.28
    
    Advisory Agreement with PNB Consulting, LLC, 970 Peachtree Industrial Blvd., Suite 303, Suwanee, Georgia 30024;
incorporated by reference to Form 10-QSB filed for fiscal quarter ended June 30, 2004;10.29
    
    Agreement between Torvec and ZT Technologies, Inc. dated July 21, 2004, incorporated by reference to Form 10-QSB
filed for fiscal quarter ended September 30, 2004;10.30
    
    Assignment and Assumption of Lease between William J. Green and Ronald J. Green and Torvec, Inc. effective as of
December 31, 2004, incorporated by reference to Form 10-KSB filed for fiscal year ended December 31, 2004;10.31
    
    Bill of Sale between Dynamx, Inc. and Torvec, Inc. for equipment and machinery, incorporated by reference to
Form 10-KSB filed for fiscal year ended December 31, 2004;10.32
    
    Lease and Services Agreement between Robert C. Horton as Landlord and Torvec, Inc. as Tenant dated March 18,
2005, incorporated by reference to Form 10-KSB filed for fiscal year ended December 31, 2004;10.33
    
    Settlement Agreement and Mutual Release between Torvec, Inc. and ZT Technologies, Inc. dated March 29, 2005,
incorporated by reference to Form 10-QSB filed for fiscal quarter ended March 31, 2005;10.34
    
    Advisory Agreement between Robert C. Horton and Torvec, Inc. dated February 15, 2005, incorporated by reference
to Form 10-QSB filed for fiscal quarter ended March 31, 2005;10.35
    
    Lease and Services Agreement between Dennis J. Trask as Landlord and Torvec, Inc. as Tenant dated April 18,
2005, incorporated by reference to Form 10-QSB filed for fiscal quarter ended March 31, 2005;10.36
    
    Consulting Agreement with Matthew R. Wrona, dated June 30, 2005, incorporated by reference to Form 10-QSB filed
for fiscal quarter ended June 30, 2005;10.37
    
    Option Agreement between Matthew R. Wrona and Torvec, Inc. dated June 30, 2005, incorporated by reference to
Form 10-QSB filed for fiscal quarter ended June 30, 2005;10.38
    
    Trust Agreement between Matthew R. Wrona, Donald Gabel, Lawrence Clark, Steven Urbanik, Floyd G. Cady, Jr., and
Michael Pomponi as Grantors and Richard B. Sullivan as Trustee, dated September 22, 2005, incorporated by
reference to Form 10-QSB filed for fiscal quarter ended September 30, 2005;10.39
    
    Consultant Agreement with Floyd G. Cady, Jr., dated October 1, 2005, incorporated by reference to Form 10-QSB
filed for fiscal quarter ended September 30, 2005;10.40
    
    Consultant Agreement with Lawrence W. Clark, dated October 1, 2005, incorporated by reference to Form 10-QSB
filed for fiscal quarter ended September 30, 2005;10.41
    
    Consultant Agreement with Donald W. Gabel, dated October 1, 2005, incorporated by reference to Form 10-QSB filed
for fiscal quarter ended September 30, 2005;10.42
    
    Consultant Agreement with Michael A. Pomponi, dated October 1, 2005, incorporated by reference to Form 10-QSB
filed for fiscal quarter ended September 30, 2005;10.43
    
    Consultant Agreement with Steven Urbanik, dated October 1, 2005, incorporated by reference to Form 10-QSB filed
for fiscal quarter ended September 30, 2005;10.44
    
    Consultant Agreement with Kiwee Johnson, dated September 30, 2005, incorporated by reference to Form 10-QSB
filed for fiscal quarter ended September 30, 2005;10.45
    
    Confidentiality Agreement with Joseph B. Rizzo, dated October 24, 2005, incorporated by reference to Form 10-QSB
filed for fiscal quarter ended September 30, 2005.10.46
    
    Minutes of meeting Board of Directors Torvec, Inc., held October 19, 2004, creating the non-management directors
plan, incorporated by reference to Form 10-KSB filed for the fiscal year ended December 31, 2006.10.47
    
    Excerpts from minutes of the meeting of Board of Directors Torvec, Inc., adopting changes to the non-management
directors plan creating, a commercialized event plan, approving an increase in shares to be issued under
business consulting plan and adopting recommendation that shareholders increase number of authorized common
 shares from 40,000,000 to 400,000,000 common shares, incorporated by reference to Form 8-K filed on October 16,
2006.10.48
    
    Order of Supreme Court of the State of New York with respect to litigation between the company and a management
consulting firm, incorporated by reference to Form 8-K filed on June 20, 2006;10.49
    
    Letter agreement with American Continental Group, LLC, executed on October 22, 2006, incorporated by reference
to Form 8-K filed on October 30, 2006;10.50
    
    New York State School Bus Proposal incorporated by reference to Form 10-Q filed for quarter ended March 31, 2006;
  29




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##### Table of Contents



10.51
    
    Order of Supreme Court of the State of New York directing the Monroe County Clerk to release back to the company
40,000 common shares and 245,000 common stock warrants issued to a management consulting firm with which the
company is in litigation and held in escrow by such Clerk by virtue of a previous
court order and directing the return to the company of a $250,000
(less administrative fee) undertaking deposited with the Monroe
County Treasurer in connection with the same litigation,
incorporated by reference to Form 10-Q filed for the quarter ended
March 31, 2007;10.52
    
    License Assignment and Transfer Agreement by and between Ice
Engineering, LLC and Torvec, Inc. made effective June 15, 2007
assigning license granted by Dartmouth College with respect to ice
technology from Torvec to Ice Engineering, incorporated by reference
to Form 8-K filed on July 18, 2007.10.53
    
    License Agreement by and between High Density Powertrain and Torvec,
Inc. dated December 12, 2007, incorporated by reference to current
report (Form 8-K) filed December 14, 2007;10.54
    
    Consulting Agreement by and between Clifford Carlson and Torvec,
Inc. dated December 12, 2007, incorporated by reference to current
report (Form 8-K) filed December 14, 2007;10.55
    
    Minutes of meeting of Governance and Compensation Committee dated
February 19, 2008 establishing compensation for the companys
president and chief executive officer and amending the companys
commercializing event plan, incorporated by reference to annual
report (Form 10-K) filed for year ended December 31, 2007.(11)
    
    Statement regarding computation of per share earnings (loss)Not applicable(14)
    
    Code of Ethics(16)
    
    Letter on change in certifying accountantNone(18)
    
    Letter regarding change in accounting principlesNone(20)
    
    Other documents or statements to security holdersNone(21)
    
    Subsidiaries of the registrantIce Surface Development, Inc. (New York)Iso-Torque Corporation (New York)IVT Diesel Corp. (New York)Variable Gear, LLC (New York)(22)
    
    Published report regarding matters submitted to vote of security holdersNone(23)
    
    Consents of experts and counsel(23.1)
    
    Eisner LLP Consent(24)
    
    Power of attorneyNone(31)
    
    Rule 13(a)-14(a)/15(d)-14(a) Certifications(32)
    
    Section 1350 Certifications(99)
    
    Additional exhibitsNone
  30




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##### Table of Contents



SIGNATURES
  TORVEC, INC.Date: August
 14, 2008By:
    /s/ James Y. GleasmanJames Y. Gleasman,Chief Executive Officer   By:
    /s/ James Y. GleasmanJames Y. Gleasman,Chief Executive Officer and 
Interim Chief Financial Officer  31




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##### Table of Contents



EXHIBIT INDEX
 EXHIBIT
    
    
    
    
    
    PAGE(2
    )
    
    Plan of acquisition, reorganization, arrangement, liquidation, or succession2.1
    
    Agreement and Plan of Merger, dated
November 29, 2000 by and among Torvec
Subsidiary Corporation, Torvec, Inc.,
UTEK Corporation and ICE Surface
Development, Inc. incorporated by
reference to Form 8-K filed
November 30, 2000 and Form 8K/A filed
February 12, 2001.
    
    N/A(3
    )
    
    Articles of Incorporation, By-laws3.1
    
    Certificate of Incorporation,
incorporated by reference to
Form 10-SB/A, Registration Statement,
registering Companys $.01 par value
common stock under section 12(g) of
the Securities Exchange Act of 1934;
    
    N/A3.2
    
    Certificate of Amendment to the
Certificate of Incorporation dated
August 30, 2000, incorporated by
reference to Form SB-2 filed
October 19, 2000;
    
    N/A3.3
    
    Certificate of Correction dated
March 22, 2002, incorporated by
reference to Form 10-KSB filed for
fiscal year ended December 31, 2002;
    
    N/A3.4
    
    By-laws, as amended by shareholders
on January 24, 2002, incorporated by
reference to Form 10-KSB filed for
fiscal year ended December 31, 2002;
    
    N/A3.5
    
    Certification of Amendment to the
Certificate of Incorporation dated
October 21, 2004 setting forth terms
and conditions of Class B Preferred,
incorporated by reference to
Form 10-QSB filed for fiscal quarter
ended September 30, 2004.
    
    N/A3.6
    
    Certificate of Amendment to the
Certificate of Incorporation dated
January 26,2007 increasing authorized
common shares from 40,000,000 to
400,000,000 common shares,
incorporated by reference to annual
report Form 10-K filed for the
calendar year ended December 31,
2006.
    
    N/A(4
    )
    
    Instruments defining the rights of holders including indenturesNone
    
    N/A(9
    )
    
    Voting Trust AgreementNone
    
    N/A(10
    )
    
    Material Contracts10.1
    
    Certain Employment Agreements,
Consulting Agreements, certain
assignments of patents, patent
properties, technology and know-how
to the Company, Neri Service and
Space Agreement and Ford Motor
Company Agreement and Extension of
Term, all incorporated by reference
to Form 10-SB/A, Registration
Statement, registering Companys $.01
par value common stock under section
12(g) of the Securities Exchange Act
of 1934;
    
    N/A10.2
    
    
    The Companys 1998 Stock Option Plan and related Stock Options Agreements,
incorporated by reference to Form S-8, Registration Statement, registering
2,000,000 shares of the Companys $.01 par value common stock reserved for
issuance thereunder, effective December 17, 1998;
    
    N/A10.3
    
    
    The Companys Business Consultants Stock Plan, incorporated by reference to
Form S-8, Registration Statement, registering 200,000 shares of the Companys
$.01 par value common stock reserved for issuance thereunder, effective June 11,
1999 as amended by reference to Form S-8 Registration Statement registering an
additional 200,000, 200,000, 100,000, 800,000, 250,000, 250,000, 350,000,
250,000,2,500,000 and 5,000,000 shares of the Companys $.01 par value common
stock reserved for issuance thereunder, effective October 5, 2000, November 7,
2001, December 21, 2001, February 1, 2002, November 12, 2002, January 22, 2003,
May 23, 2003, November 26, 2003, April 20, 2004 and October 13, 2006
respectively;
    
    N/A10.4
    
    
    Termination of Neri Service and Space Agreement dated August 31, 1999,
incorporated by reference to Form 10-QSB filed for the quarter ended
September 30, 1999;
    
    N/A10.5
    
    
    Operating Agreement of Variable Gear, LLC dated June 28, 2000, incorporated by
reference to Form 10-QSB filed for the quarter ended June 30, 2000;
    
    N/A10.6
    
    
    License Agreement between Torvec, Inc. and Variable Gear, LLC dated June 28,
2000, incorporated by reference to Form SB-2 filed October 19, 2000;
    
    N/A10.7
    
    
    Investment Agreement with Swartz Private Equity, LLC dated September 5, 2000,
together with attachments thereto, incorporated by reference to Form 8-K filed
October 2, 2000;
    
    N/A
  32




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##### Table of Contents



EXHIBIT
    
    
    
    
    
    PAGE10.8
    
    
    Extension of and Amendment to Consulting Agreement with James A. Gleasman,
incorporated by reference to Form 10-KSB filed for the fiscal year ended
December 31, 2000;
    
    N/A10.9
    
    
    Extension of and Amendment to Consulting Agreement with
Keith E. Gleasman, incorporated by reference to
Form 10-KSB filed for the fiscal year ended December 31,
2000;
    
    N/A10.10
    
    
    Extension of and Amendment to Consulting Agreement with
Vernon E. Gleasman, incorporated by reference to
Form 10-KSB filed for the fiscal year ended December 31,
2000;
    
    N/A10.11
    
    
    Option and Consulting Agreement with Marquis Capital,
LLC dated February 10, 1999, incorporated by reference
to Form 10-QSB filed for quarter ended March 31, 2001;
    
    N/A10.12
    
    
    Option and Consulting Agreement with PMC Direct Corp.,
dated February 10, 1999, incorporated by reference to
Form 10-QSB filed for quarter ended March 31, 2001;
    
    N/A10.13
    
    
    Investment Banking Services Agreement with Swartz
Institutional Finance (Dunwoody Brokerage Services,
Inc.) dated December 8, 2000, incorporated by reference
to Form 10-QSB filed for quarter ended March 31, 2001;
    
    N/A10.14
    
    
    Employment Agreement with Michael Martindale, Chief
Executive Officer, dated August 1, 2001, incorporated by
reference to Form 10-QSB filed for fiscal quarter ended
September 30, 2001;
    
    N/A10.15
    
    
    Employment Agreement with Jacob H. Brooks, Chief
Operating Officer, dated August 1, 2001, incorporated by
reference to Form 10-QSB filed for fiscal quarter ended
September 30, 2001;
    
    N/A10.16
    
    
    Employment Agreement with David K. Marshall,
Vice-President of Manufacturing, dated September 1,
2001, incorporated by reference to Form 10-QSB filed for
fiscal quarter ended September 30, 2001;
    
    N/A10.17
    
    
    Investment Banking Services Agreement with Swartz
Institutional Finance (Dunwoody Brokerage Services,
Inc.), as amended, dated October 23, 2001, incorporated
by reference to Form 10-QSB filed for fiscal quarter
ended September 30, 2001;
    
    N/A10.18
    
    
    Stock Option Agreement with Samuel Bronsky, Chief
Financial and Accounting Officer, dated August 28, 2001,
incorporated by reference to Form 10-QSB filed for
fiscal quarter ended September 30, 2001;
    
    N/A10.19
    
    
    Pittsford Capital Group, LLC Agreement dated January 30,
2002, incorporated by reference to Form 10-KSB filed for
fiscal year ended December 31, 2001;
    
    N/A10.20
    
    
    Gleasman-Steenburgh Indemnification Agreement dated
April 9, 2002, incorporated by reference to Form 10-KSB
filed for fiscal year ended December 31, 2001;
    
    N/A10.21
    
    
    Series B Warrant dated April 10, 2002, incorporated by
reference to Form 10-KSB filed for fiscal year ended
December 31, 2001;
    
    N/A10.22
    
    
    Billow Butler & Company, LLC investment banking
engagement letter dated October 1, 2003, incorporated by
reference to Form 10-QSB filed for fiscal quarter ended
September 30, 2003;
    
    N/A10.23
    
    
    Letter of Acknowledgement and Agreement with U.S.
Environmental Protection Agency dated February 4, 2004,
incorporated by reference to Form 10-KSB filed for
fiscal year ended December 31, 2003;
    
    N/A10.24
    
    
    Letter Agreement with CXO on the GO, L.L.C. dated
February 20, 2004, incorporated by reference to
Form 10-KSB filed for fiscal year ended December 31,
2003;
    
    N/A10.25
    
    
    Letter Amendment with CXO on the GO, L.L.C. dated
February 23, 2004, incorporated by reference to
Form 10-KSB filed for fiscal year ended December 31,
2003;
    
    N/A10.26
    
    
    Lease Agreement for premises at Powder Mills Office
Park, 1169 Pittsford-Victor Road, Suite 125, Pittsford,
New York 14534, dated July 16, 2004, incorporated by
reference to Form 10-QSB filed for fiscal quarter ended
June 30, 2004;
    
    N/A10.27
    
    
    Lease Agreement for testing facility and Mustang
dynamometer, dated July 21, 2004; incorporated by
reference to Form 10-QSB filed for fiscal quarter ended
June 30, 2004;
    
    N/A10.28
    
    
    Advisory Agreement with PNB Consulting, LLC, 970
Peachtree Industrial Blvd., Suite 303, Suwanee, Georgia
30024; incorporated by reference to Form 10-QSB filed
for fiscal quarter ended June 30, 2004;
    
    N/A10.29
    
    
    Agreement between Torvec and ZT Technologies, Inc. dated
July 21, 2004, incorporated by reference to Form 10-QSB
filed for fiscal quarter ended September 30, 2004;
    
    N/A10.30
    
    
    Assignment and Assumption of Lease between William J.
Green and Ronald J. Green and Torvec, Inc. effective as
of December 31, 2004, incorporated by reference to
Form 10-KSB filed for fiscal year ended December 31,
2004;
    
    N/A
  33




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##### Table of Contents



EXHIBIT
    
    
    
    
    
    PAGE10.31
    
    
    Bill of Sale between Dynamx, Inc. and Torvec, Inc. for
equipment and machinery, incorporated by reference to
Form 10-KSB filed for fiscal year ended December 31,
2004;
    
    N/A10.32
    
    
    Lease and Services Agreement between Robert C. Horton as
Landlord and Torvec, Inc. as Tenant dated March 18,
2005, incorporated by reference to Form 10-KSB filed for
fiscal year ended December 31, 2004;
    
    N/A10.33
    
    
    Settlement Agreement and Mutual Release between Torvec,
Inc. and ZT Technologies, Inc. dated March 29, 2005,
incorporated by reference to Form 10-QSB filed for fiscal
quarter ended March 31, 2005;
    
    N/A10.34
    
    
    Advisory Agreement between Robert C. Horton and Torvec, Inc. dated February 15, 2005,
incorporated by reference to Form 10-QSB filed for fiscal quarter ended March 31,
2005;
    
    N/A10.35
    
    
    Lease and Services Agreement between Dennis J. Trask as Landlord and Torvec, Inc. as
Tenant dated April 18, 2005, incorporated by reference to Form 10-QSB filed for fiscal
quarter ended March 31, 2005;
    
    N/A10.36
    
    
    Consulting Agreement with Matthew R. Wrona, dated June 30, 2005, incorporated by
reference to Form 10-QSB filed for fiscal quarter ended June 30, 2005;
    
    N/A10.37
    
    
    Option Agreement between Matthew R. Wrona and Torvec, Inc. dated June 30, 2005,
incorporated by reference to Form 10-QSB filed for fiscal quarter ended June 30, 2005;
    
    N/A10.38
    
    
    Trust Agreement between Matthew R. Wrona, Donald Gabel, Lawrence Clark, Steve Urbanik,
Floyd G. Cady, Jr. and Michael Pomponi as Grantors and Richard B. Sullivan as Trustee,
dated September 22, 2005, incorporated by reference to Form 10-QSB filed for fiscal
quarter ended September 30, 2005;
    
    N/A10.39
    
    
    Consultant Agreement with Floyd G. Cady, Jr., dated October 1, 2005, incorporated by
reference to Form 10-QSB filed for fiscal quarter ended September 30, 2005;
    
    N/A10.40
    
    
    Consultant Agreement with Lawrence W. Clark, dated October 1, 2005, incorporated by
reference to Form 10-QSB filed for fiscal quarter ended September 30, 2005;
    
    N/A10.41
    
    
    Consultant Agreement with Donald W. Gabel, dated October 1, 2005, incorporated by
reference to Form 10-QSB filed for fiscal quarter ended September 30, 2005;
    
    N/A10.42
    
    
    Consultant Agreement with Michael A. Pomponi, dated October 1, 2005, incorporated b y
reference to Form 10-QSB filed for fiscal quarter ended September 30, 2005;
    
    N/A10.43
    
    
    Consultant Agreement with Steven Urbanik, dated October 1, 2005, incorporated by
reference to Form 10-QSB filed for fiscal quarter ended September 30, 2005;
    
    N/A10.44
    
    
    Consultant Agreement with Kiwee Johnson, dated September 30, 2005, incorporated by
reference to Form 10-QSB filed for fiscal quarter ended September 30, 2005;
    
    N/A10.45
    
    
    Confidentiality Agreement with Joseph B. Rizzo, dated October 24, 2005, incorporated
by reference to Form 10-QSB filed for fiscal quarter ended September 30, 2005
    
    N/A10.46
    
    
    Minutes of meeting Board of Directors Torvec, Inc., held October 19, 2004, creating
the non-management directors plan, incorporated by reference to Form 10-KSB for fiscal
year ended December 31, 2005
    
    N/A10.47
    
    
    Excerpts from minutes of the meeting of Board of Directors Torvec, Inc., adopting
changes to the non-management directors plan creating a commercializes event plan,
approving an increase in shares to be issued under business consulting plan and
adopting recommendation that shareholders increase number of authorized common Shares
from 40,000,000 to 400,000,000, incorporated by reference to Form 8-K filed on
October 16, 2006.
    
    N/A10.48
    
    
    Order of Supreme Court of the State of New York with respect to litigation between the
company and a management consulting firm, incorporated by reference to Form 8-K filed
on June 20, 2006;
    
    N/A10.49
    
    
    Letter agreement with American Continental Group, LLC dated October 27, 2006
incorporated by reference to Form 8-K filed on October 30, 2006;
    
    N/A10.50
    
    
    New York State School Bus Proposal, incorporated by reference to Form 10-Q filed for
the quarter ended March 31, 2006;
    
    N/A10.51
    
    
    Order of Supreme Court of the State of New York directing the Monroe County Clerk to
release back to the company 40,000 common shares and 245,000 common stock warrants
issued to a management consulting firm with which the company is in litigation and
held in escrow by such Clerk by virtue of a previous court order and directing the
return to the company of a $250,000 (less administrative fee) undertaking deposited
with the Monroe County Treasurer in connection with the same litigation, incorporated
by reference to Form 10-Q filed for the quarter ended March 31, 2007;
    
    N/A
  34




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##### Table of Contents



EXHIBIT
    
    
    
    
    
    PAGE10.52
    
    
    License Assignment and Transfer Agreement by and between Ice Engineering, LLC and
Torvec, Inc. made effective June 15, 2007 assigning license granted by Dartmouth
College with respect to ice technology to Ice Engineering, incorporated by reference
to Form 8-K filed on July 18, 2007.
    
    N/A10.53
    
    
    License Agreement by and between High Density Powertrain and Torvec, Inc. dated
December 12, 2007, incorporated by reference to current report (Form 8-K) filed
December 14, 2007;10.54
    
    
    Consulting Agreement by and between Clifford Carlson and Torvec, Inc. dated
December 12, 2007, incorporated by
reference to current report (Form 8-K) filed December 14, 2007;10.55
    
    
    Minutes of meeting of Governance and Compensation Committee
dated February 19, 2008 establishing compensation for the
companys president and chief executive officer and amending
the companys commercializing event plan, incorporated by
reference to annual report (Form 10-K) filed for year ended
December 31, 2007. (11
    )
    
    Statement regarding computation of per share earnings (loss)Not applicable(14
    )

    
    Code of Ethics(16
    )

    
    Letter on change in certifying accountant
    
    N/ANone(18
    )

    
    Letter regarding change in accounting principlesNone(20
    )

    
    Other documents or statements to security holdersNone(21
    )

    
    Subsidiaries of the registrantIce Surface Development, Inc. (New York)Iso-Torque Corporation (New York)IVT Diesel Corp. (New York)Variable Gear, LLC (New York)(22
    )

    
    Published report regarding matters submitted to vote of security holdersNone(23
    )

    
    Consents of experts and counsel(24
    )

    
    Power of attorneyNone(31
    )

    
    Rule 13(a)-14(a)/15(d)-14(a) Certifications(32
    )

    
    Section 1350 Certifications(99
    )

    
    Additional exhibitsNone
  35