UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K







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


For
the fiscal year ended December 31, 2008





[  ]
  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. 000-27131





TRANSFER TECHNOLOGY
INTERNATIONAL CORP.


(Exact
name of Registrant as specified in its charter)








DELAWARE
            88-0381258(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification)








2203
      North Lois Avenue, Suite 704, Tampa, FL
            33607(Address
      of principal executive offices)
            (Zip
      Code)





Registrant’s
telephone number (813) 600-4081





Securities
registered pursuant to Section 12(b) of the Act: none





Securities
registered pursuant to Section 12 (g) of the Act: $0.001 par value common
stock




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities
Act.    Yes    ̈   No  x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the
Act.    Yes    ̈   No  x





Indicate
by check mark whether the Registrant (l) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. x
Yes  ̈
No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  ̈







Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer
            
             ̈
            
            Accelerated
      filer
            
             ̈Non-accelerated filer
            
             ̈
            
            Smaller reporting company
            
            x




Indicate
by check mark whether the registrant is a shell company (as defined by Rule
12b-2 of the Act).     ̈ Yes
xNo





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold as of April 1, 2009 is $3,262,174.





The
number of shares of the issuer’s Common Stock outstanding as of April 1, 2009 is
24,150,473.





-
1 -





TABLE
OF CONTENTS





PART
      1
            Page
      No.Item
      1. Business
            3Item
      1A.  Risk Factors
            7Item
      1B.  Unresolved Staff Comments
            7Item
      2. Properties
            7Item
      3. Legal Proceedings
            7Item
      4. Submission of Matters to a Vote of Security Holders
            7PART  IIItem
      5. Market for Registrant’s Common Equity, Related Stockholder Matters and
      Issuer Purchases of Equity Securities
            8Item
      6. Selected Financial Data
            9Item
      7. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
            9Item
      7A  Quantitative and Qualitative Disclosures about Market
      Risk
            11Item
      8. Financial Statements
            12Item
      9  Changes in and Disagreements with Accountants on Accounting
      and Financial Disclosure
            36Item
      9A  Controls and Procedures
            36Item
      9B  Other Information
            37PART
      IIIItem
      10  Directors, Executive Officers and Corporate
      Governance
            38Item
      11  Executive Compensation
            40Item
      12. Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters
            41Item
      13. Certain Relationships and Related Transactions, and Director
      Independence
            41Item
      14. Principal Accounting Fees and Services
            42Item
      15. Exhibits
            42Signatures
            43








-
2 -


PART
I





Item 1.
Business




History




We were
incorporated under the name “DP Charters” in Nevada on December 18,
1997.  On April 18, 2002, we changed our name to “Nomadic
Collaboration International, Inc.” Effective May 30, 2003, LGC Acquisition
Company, a Delaware corporation and wholly owned subsidiary of Nomadic
Collaboration International, Inc., a Nevada corporation, merged with and into
LiquidGolf Corporation, a Delaware corporation, such that LiquidGolf Corporation
was the surviving entity, and by virtue thereof, LiquidGolf corporation became a
wholly owned subsidiary of Nomadic Collaboration.  On
September 29, 2003, the Company completed a re-incorporation merger into a
Delaware Corporation thus changing the state of incorporation from Nevada to
Delaware. As a result of the merger, the name of the Company changed to
LiquidGolf Holding Corporation.  Our business operations at this time
became the sale of golf equipment.




On
August 12, 2004, we determined to change the name of the Company from
LiquidGolf Holding Corporation to Horizon Holding Corporation to reflect our
business decision to diversity our business operations beyond the sale of golf
equipment.  As part of this effort, in January 2006, we purchased the
Silent SwordTM
software and all trademarks, service marks, and logos.  On
April 28, 2006 a majority of our stockholders approved changing the name of
the Company from Horizon Holding Corporation to Inverted Paradigms Corporation
to reflect our business direction of developing the Silent SwordTM
software.  Eventually we were not successful in achieving commercially
viable operations in the sale of golf equipment or in the sale
software.  We discontinued the sale of golf equipment in August of
2006 and the sale of software in March of 2007.  On October 2, 2007,
we entered into an agreement with GAMI, LLC to purchase the Silent SwordTM
software and thereafter consummated the sale.




In
September, 2007, it was determined to focus business interests on researching,
developing and commercializing innovative, leading-edge
technologies.  On September 7, 2007, Mr. Chris Trina was hired to be
our CEO to pursue this business direction since he was experienced in this
industry.  Our name would eventually be changed to Transfer Technology
International Corp. (“TTIN”) to reflect this business direction.




-
3 -




Transfer
Technology




TTIN’s
goal is to build a large intellectual properties portfolio and develop effective
commercialization strategies that will lay the groundwork for the company’s
future growth and success. To execute this business plan, the company plans to:
(1) identify, evaluate and acquire promising technologies; (2) assess the
potential market for each technology and recruit likely business partners; and
(3) capitalize on the technology potential through
commercialization.




During
the first quarter of 2008, TTIN acquired patents relating to two technologies.
The first is a patented process for preventing flash rust on low carbon steel.
The second patent is for a product that protects citrus groves from citrus
canker, a disease that causes millions of dollars of crop damage each year. Both
of these technologies address large markets and offer significant sales
opportunities. A study by CCT Technologies estimates that rust damage costs U.S.
businesses approximately $276 billion annually. Regarding citrus canker, the
U.S. Department of Agriculture has spent more than $436 million since 2000 on
citrus canker eradication efforts.  In addition, the company is
currently evaluating a third patent for possible acquisition.




TTIN
plans to research, develop and commercialize innovative, leading-edge
technologies through the acquisition of licenses and the design of effective
commercialization strategies in conjunction with business partners who can
facilitate market penetration. The company will also help clients identify and
acquire development-stage technologies and processes that can enhance the
client’s business in exchange for milestone and royalty payments.




In the
first quarter of 2009, Transfer Technology formed a wholly owned subsidiary,
Organic Products International Corp. (OPI). OPI is a marketing and distribution
arm for Transfer Technology formed to handle our organic related products for
sales, distribution and licensing.




Three-fold strategy for
technology acquisition




The
company seeks to identify technologies that represent a significant advance over
existing technologies, address an established market and are socially
responsible.  TTIN plans to pursue technology licensing opportunities
in the government, academic and private sectors:




1. TTIN
intends to negotiate Cooperative Research and Development Agreements (CRADA)
with the Department of Energy, Department of Agriculture and other federal
agencies. As part of these agreements, the company will fund research and
development of technologies discovered by scientists employed by these
government agencies;




2.  In
the academia market, TTIN plans to target numerous “orphaned” inventions and
technology improvements. Approximately 70 percent of university patents never
find a practical application or a commercial market;




3. TTIN
will also search for licensing opportunities in the private sector by evaluating
new technologies and entering into licensing agreements with
developers.




First two patents acquired
in the first quarter of 2008:




-
4 -




Flash
Off rust preventative targets multi-billion dollar corrosion market




Flash Off
rust preventative (U.S. patent number 7,008,910) inhibits flash rusting on low
carbon steel.  Applications for this product include structural steel,
marine vessels, offshore structures, marine terminals, cranes, bridges, storage
tanks, pipelines and potable water storage tanks. Rusting and corrosion
adversely affect the performance of unprotected steel and may eventually result
in structural failures. The U.S. Navy has conducted extensive tests of Flash Off
that yielded favorable results.  Sherwin Williams is currently
evaluating Flash Off with its line of coatings.




A study
titled “Corrosion Costs and Preventive Strategies in the United States”
conducted by CCT Technologies with support from the Federal Highway
Administration and National Association of Corrosion Engineers estimates total
direct cost of corrosion damage at $276 billion annually.




Canker
Kill product protects citrus groves




Canker
Kill is an environmentally-friendly spray that protects citrus groves from a
group of diseases commonly known as citrus canker.  ABC Research
Corporation lab tested Canker Kill and found it effective against the
Xanthomonas bacteria. Field tests by Glades Crop Care Inc. indicated Canker Kill
was more effective than traditional copper spray treatments and much better than
leaving trees untreated. Canker Kill also reduces or stops the growth of
spoilage-causing micro-organisms such as Gram-positive bacteria, Gram-negative
bacteria, mold, yeast and spores. As a result, Canker Kill has potential
applications in the food and beverage processing industries.




Citrus
canker is a disease that causes lesions on the leaves, stems and fruit of citrus
trees, including lime, orange and grapefruit. Eradicating canker is extremely
costly and typically involves burning citrus orchard trees. Since 2000, the U.S.
Department of Agriculture has spent $436 million compensating commercial citrus
growers in Florida for losses resulting from citrus canker eradication
efforts.




Growth
outlook




The
company plans to raise $6 million in capital, which will be used to
commercialize Flash Off and Canker Kill and pursue additional
technologies.  By mid to late 2009, TTIN plans to build its presence in the
technology transfer market, negotiate agreements with research partners and
complete the acquisition of additional patents.




By
year-end 2009, TTIN anticipates having technology transfer agreements covering
10 to 15 projects.  In addition, the company expects to begin
commercializing some products. In 2010, management expects TTIN to report
revenue from investments in 10 to 25 research projects. Assuming these goals are
achieved, management forecasts 2010 revenues of $4.5 million and operating
profits of $1.5 million.




-
5 -




Management team and
Scientific Advisory Board




The
company’s CEO Chris Trina was introduced to UTEK Corp., a leading technology
transfer company, during his tenure as senior vice president of sales at
GunnAllen Financial Inc. Mr. Trina was responsible for almost $1.5 million of an
approximate $6 million private capital raise for UTEK. Schneider Securities took
UTEK public in 2000. Early UTEK investors have benefited from the company’s
growth from an initial market capitalization of $22 million in 2000 to over $100
million in 2008.




Intrigued
by the UTEK business model and how well his private investors did, Mr. Trina
followed the company’s development closely. After five years of watching and
studying and being involved in UTEK, he decided to replicate many of UTEK’s
successful strategies at  TTIN while replacing those components of the
UTEK plan that have proved less effective.




In
addition, Mr. Trina has helped build a strong Scientific Advisory Board for
evaluating new technologies. TTIN’s expert advisors include: Mrs. Valerie
McDevitt, who serves as the Director of our Scientific Advisory Board, is the
Director of Patents and Licenses at the University of South
Florida;  Dr. Sandy W. Shultz MD, who is the chief of radiology at Key
West Regional Hospital; and Dr. David Silver who is a scientist at the applied
physics lab at Johns Hopkins University.


Industry and Market
opportunity




Technology
transfers begin with the notion that in a world of widely distributed knowledge,
companies cannot afford to rely entirely on their own research efforts, but
should instead seek to acquire or license relevant processes or patents from
other companies. In addition, internally developed technologies not used by the
company should be monetized through licensing, joint ventures or
spin-offs.




The
transfer technology market includes virtually every university, research
facility, government agency and private enterprise worldwide where new
technologies are researched. This market consists of literally thousands of
facilities researching tens of thousands of new technologies across a broad
spectrum of industries.




Stanford
University alone filed more than 300 patents in 2004, and has spun off
technologies that helped build well-known companies such as Google, Sun
Microsystems, Netscape, Cisco Systems and Yahoo. Each year, the Massachusetts
Institute of Technology executes almost 100 licenses. The Georgia Institute of
Technology in Atlanta, the University of Wisconsin in Madison, and Carnegie
Mellon University in Pittsburgh have dedicated considerable resources to
building productive technology transfer businesses. Universities receive
hundreds of millions of dollars in royalties each year from businesses that have
licensed and commercialized their inventions through technology
transfers.




TTIN is a
development-stage technology transfer company focused on researching, developing
and commercializing innovative, leading-edge technologies.  The
company identifies and acquires promising technologies, knowledge and/or
capabilities developed by academia, governmental research or private
enterprises, and utilizes these technologies to address unmet needs in the
public and private sector through commercialization.




-
6 -




Employees





At the
present time TTIN has five full time employees and one part time
employee.





Item 1A. Risk
Factors





Not
required





Item 1B. Unresolved Staff
Comments





None





Item 2.
Properties





All of
our operations are based in our facility located at 2203 North Lois Avenue,
Suite 704, Tampa, FL 33607. Our rent for this location is $3,122 per
month.  Our personal property consists of computer equipment and
office furniture.





Item 3. Legal
Proceedings





None.





Item 4. Submission of
Matters to a Vote of Security Holders





No
matters have been submitted to a vote of our security holders during the fourth
quarter of the calendar year ended December 31, 2008.




-
7 -





PART
II





Item 5. Market for
Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.





Trading
Market





Our
common stock is quoted in the Pink Sheets under the symbol
“TTIN.PK”.  The following table presents the range of high and low
quotations during the past two years.  The quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
represent actual transactions.





Quarter
      Ending
            High
            Low12/31/2008
            $0.25
            $0.129/30/2008
            $0.51
            $0.076/30/2008
            $1.15
            $0.253/31/2008
            $0.70
            $0.1012/31/2007
            $2.00
            $0.109/30/2007
            $2.00
            $0.106/30/2007
            $5.80
            $0.103/31/2007
            $7.00
            $5.80





When
reading the above table, it should be noted that our common equity was reverse
split on a 1 for 100 basis effective December 7, 2007.  On April 1,
2009, the last trade of our stock was at the price of $0.17 per
share.





Holders of our common
stock





As of
April 1, 2009, we have 640 registered shareholders.





Dividends





There are
no restrictions in our Certificate of Incorporation or bylaws that restrict us
from declaring dividends.  However, we are prohibited from declaring
dividends where, after giving effect to the distribution of the
dividend:





1.  We
would not be able to pay our debts as they become due in the usual course of
business; or





2.  Our
total assets would be less than the sum of our total liabilities, plus the
amount that would be needed to satisfy the rights of shareholders who have
preferential rights superior to those receiving the distribution.





We have
not declared any dividends. We do not plan to declare any dividends in the
foreseeable future.





-
8 -


Item
6. Selected Financial Data.





Not
required.





Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of
Operations





Results
of Operations





Due to
insufficient progress in prior business operations, approximately seventeen
months ago the Company liquidated its business assets and launched a new
business plan.  It hired a new CEO with experience in its new
direction. The industry in which the Company is now engaged is described by the
Company as technology transfer. The Company changed its name to Transfer
Technology International Corp. to reflect involvement in this
industry.





The
Company commercializes new or underused technologies through the acquisition of
licenses and through the design of effective commercialization strategies in
conjunction with business partners who can facilitate market
penetration.  During the first quarter of 2008, the Company acquired
patents relating to two technologies. The first is a patented process for
preventing flash rust on low carbon steel. The second patent is for a product
that protects citrus groves from citrus canker, a disease that causes millions
of dollars of crop damage each year.  In addition, the company is currently
evaluating a third patent for possible acquisition.





The
Company is now beginning the commercialization process for these acquired
technologies.  However, as of the date of this filing, a revenue
stream from these technologies has not commenced. During the fiscal year ended
December 31, 2008, the Company had no revenues from business
operations.





In
addition to the commercialization of our technologies, the Company has recently
acquired the rights to be a reseller of certain organic products.  The
Company hired a COO who will be the thrust behind this effort.  Since
the Company is a reseller of products that are already developed and ready for
market, the resale of the organic products has the potential to bring the
Company immediate operational revenues.  Though the revenues will
likely start out slow, management believes this business activity has
significant potential for  the Company





Capital
Resources





Current
business operations have been funded by the sale of equity
capital.  During the fiscal year ended December 31, 2008, the Company
raised $1,581,024 through the sale of its common stock and convertible
notes.  Even though management believes operating revenues may be
generated soon through the commercialization of acquired technologies and the
sale of organic products, management plans on continuing meeting it cash
obligations in the foreseeable future through the continued sale of its common
stock in private placements.  Other sources of capital to the Company
include bridge financings from shareholders or from persons close to the
Company.





-
9 -


Fiscal
year ended December 31, 2008





Because
the Company’s new business direction is different from the business it was
conducting during the first three fiscal quarters of 2007 and because the new
business direction was just being implemented in the fourth fiscal quarter of
2007, comparisons between the fiscal year ended December 31,  2007 and
the fiscal year ended December 31, 2008 are not helpful.  Therefore
this discussion will focus on the fiscal year ended December 31,
2008.





In this
first year of the initiation of its new business direction, the Company incurred
$2,268,202 in general administrative expenses.  Of that amount,
$362,500 was in the form of stock issued to directors for services rendered and
$860,528 was in the form of stock issued to vendors and consultants for
compensation.  Accordingly, only approximately $1,045,174 of the
general administrative expenses for the year ended December 31, 2008, was paid
in cash.  This was offset by no operating revenues.  The
operations of the Company were sustained by proceeds from the sale of our common
stock.


Management
estimates fixed cash expenditures in the future to total approximately $85,000
per month and variable monthly cash expenditures average $5,000 to $15,000 per
month. Accordingly, going forward, the Company needs approximately $285,000 per
quarter to stay solvent and to pursue it business plan.  As mentioned
earlier, these cash needs will be met in the near term through the sale of
equity capital and eventually through revenues from its business
operations.





Liquidity





As of
April 2, 2009, we had cash on hand of approximately $85,002.  This
money is from the private sale of capital. This will meet the cash needs of the
Company for approximately the next 30 days. Thereafter it will be necessary for
us to have been successful in raising addition funds through the sale of equity
capital or through the commercialization of technologies currently owned or
acquired by the Company.





Forward-Looking
Statements





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





-
10 -


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





Off-Balance
Sheet Arrangements




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





Item
7A.  Quantitative and Qualitative Disclosures About Market
Risk.





Not
Required.





-
11 -


Item 8. Financial Statements
and Supplementary Data.


TRANSFER
TECHNOLOGY INTERNATIONAL CORP.
 (FORMERLY
KNOWN AS INVERTED PARADIGMS CORPORATION)
 CONSOLIDATED
FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 
 -
12 -
 
  TRANSFER
TECHNOLOGY INTERNATIONAL CORP.
 (FORMERLY
KNOWN AS INVERTED PARADIGMS CORPORATION)
 INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
  CONSOLIDATED
      FINANCIAL STATEMENTS:
                PagesReport
      of Independent Registered Accounting Firm
                14Consolidated
      Balance Sheets as of December 31, 2008and
      December 31, 2007
                15Consolidated
      Statements of Operations for the years endedDecember
      31, 2008 and 2007
                16Consolidated
      Statement of Stockholders’ Deficit for the YearsEnded
      December 31, 2008 and 2007
                17Consolidated
      Statement of Cash Flows for the years endedDecember
      31, 2008 and 2007
                18Notes
      to Consolidated Financial Statements
                19-35
 
 -
13 -




BAGELL,
JOSEPHS, LEVINE & COMPANY, L.L.C.
 Certified
Public Accountants
  406
Lippincott Drive, Ste. J
 Marlton,
NJ  08053-4168
 (856)
346-2828 Fax (856) 396-0022
 
 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
 Board of
Directors and Stockholders
 TRANSFER
TECHNOLOGY INTERNATIONAL CORP.
 Tampa,
FL
  We have
audited the accompanying consolidated balance sheets of Transfer Technology
International Corp. (The “Company”) as of December 31, 2008 and 2007, and the
related consolidated statements of operations, stockholders’ deficit and cash
flows for each of the years in the two-year period ended December 31, 2008.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit.
  We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
  In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Transfer Technology
International Corp., as of December 31, 2008 and 2007, and the results of its
operations and its cash flows for each of the years in the two-year
period ended December 31, 2008 in conformity with accounting principles
generally accepted in the United States of America.
  The
accompanying consolidated financial statements as of December 31, 2008 and 2007
have been prepared assuming the Company will continue as a going concern. As
discussed in Note 2 to the consolidated financial statements, the Company has
incurred substantial accumulated deficits and operating losses. These matters
raise substantial doubt about the Company’s ability to continue as a going
concern. Management’s plans in regards to these matters are also discussed in
Note 2. The consolidated financial statements do not include any adjustments
that might result from the outcome of these uncertainties.
  
 /s/
BAGELL, JOSEPHS, LEVINE & COMPANY, L.L.C.
 Bagell,
Josephs, Levine & Company, L.L.C.
 Marlton,
New Jersey
 April 3, 2009
 
 -
14 -
  TRANSFER
      TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES(FKA
      INVERTED PARADIGMS CORPORATION AND SUBSIDIARIES)CONSOLIDATED
      BALANCE SHEETDecember
      31, 2008 and 2007ASSETS2008
                
                
                2007CURRENT
      ASSETSCash
                
                $
                144,641
                
                
                $
                1,915Other
      current assets
                
                
                2,191
                
                
                
                2,862Total
      current assets
                
                
                146,832
                
                
                
                4,777FIXED
      ASSETSEquipment
      ( Net of Accumulated Depreciation of $403 at December 31, 2008 and $0 at
      December 31, 2007)
                
                $
                2,416
                
                
                $
                -TOTAL
      ASSETS
                
                $
                149,248
                
                
                $
                4,777LIABILITIES
      AND STOCKHOLDERS' DEFICITCURRENT
      LIABILITIESAccounts
      payable
                
                $
                118,765
                
                
                $
                146,730Other
      current liabilities
                
                
                209,863
                
                
                
                347,053Liabilty
      for stock to be issued
                
                
                3,015
                
                
                
                15,000Convertible
      Notes and Notes payable
                
                
                130,000
                
                
                
                107,037Total
      current liabilities
                
                
                461,643
                
                
                
                615,820STOCKHOLDERS'  DEFICITCommon
      stock, par value $.001 per share;250,000,000
      shares authorized in 2008 and 2007and
      22,798,024 and 6,243,982 shares issued and 22,598,413 and 6,243,982
      outstandingat
      December 31, 2008 and 2007 respectively
                
                
                22,798
                
                
                
                6,243Subscription
      receivable
                
                
                -
                
                
                
                (1,449
                )Additional
      paid-in capital
                
                
                44,599,969
                
                
                
                40,674,740(Accumulated
      deficit)
                
                
                (44,897,324
                )
                
                
                (41,290,577
                )(274,557
                )
                
                
                (611,043
                )Less:
      Cost of treasury stock, 199,611 shares
                
                
                (37,838
                )
                
                
                -Total
      stockholders' deficit
                
                
                (312,395
                )
                
                
                (611,043
                )TOTAL
      LIABILITIES AND STOCKHOLDERS'  DEFICIT
                
                $
                149,248
                
                
                $
                4,777
    -
15 -
  TRANSFER
      TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES(FKA
      INVERTED PARADIGMS CORPORATION)CONSOLIDATED
      STATEMENTS OF OPERATIONSFOR
      THE YEARS ENDED DECEMBER 31, 2008 AND 20072008
                
                
                2007REVENUESNet
      sales
                
                $
                -
                
                
                $
                160Cost
      of sales
                
                
                -
                
                
                
                (834
                )Gross
      Profit (loss)
                
                
                -
                
                
                
                (674
                )COSTS
      AND EXPENSESSelling,
      general and administrative
                
                
                2,268,202
                
                
                
                337,802Impairment
      of intangible assets and other
                
                
                -
                
                
                
                16,137Total
      costs and expenses
                
                
                2,268,202
                
                
                
                353,939NET
      LOSS BEFORE OTHER INCOME (LOSS)
                
                
                (2,268,202
                )
                
                
                (354,613
                )OTHER
      INCOME (LOSS)Interest
      income
                
                
                36
                
                
                
                -Interest
      expense
                
                
                (1,338,233
                )
                
                
                (823,048
                )Legal
      settlement - contract
                
                
                -
                
                
                
                (400,000
                )Other
                
                
                (348
                )
                
                
                -Total
      other income (loss)
                
                
                (1,338,545
                )
                
                
                (1,223,048
                )LOSS
      FROM CONTINUING OPERATIONS ANDPROVISION
      FOR INCOME TAX
                
                
                (3,606,747
                )
                
                
                (1,577,661
                )PROVISION
      FOR INCOME TAX
                
                
                -
                
                
                
                -NET  LOSS
                
                $
                (3,606,747
                )
                
                $
                (1,577,661
                )NET  LOSS
      PER COMMON SHARE - BASIC AND DILUTED
                
                $
                (0.25
                )
                
                $
                (2.11
                )WEIGHTED
      AVERAGE OUTSTANDING SHARESOF
      COMMON STOCK - BASIC AND DILUTED
                
                
                14,679,275
                
                
                
                748,872
  -
16 -
  TRANSFER
TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES
 (FKA
INVERTED PARADIGMS CORPORATION)
 CONSOLITATED
STATEMENTS OF STOCKHOLDERS' DEFICIT
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 AdditionalCommon
      Stock
                    
                    
                    Paid-In
                    
                    
                    Accumulated
                    
                    
                    Subscription
                    
                    
                    Treasury
      StockShares
                    
                    
                    Amount
                    
                    
                    Capital
                    
                    
                    Deficit
                    
                    
                    Receivable
                    
                    
                    Shares
                    
                    Amount
                    
                    TotalBALANCE,
      DECEMBER 31, 2006
                    
                    
                    376,451
                    
                    
                    
                    376
                    
                    
                    
                    38,636,621
                    
                    
                    
                    (39,712,916)
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    
                    (1,075,919
                    )Issuance
      of common stock for conversion of notes payable
                    
                    
                    1,621,041
                    
                    
                    
                    1,608
                    
                    
                    
                    1,122,644
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1,124,252Common
      stock issued for maturity of note
                    
                    
                    1,500
                    
                    
                    
                    15
                    
                    
                    
                    10,350
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    10,365Issuance
      of common stock for compensation expense
                    
                    
                    88,407
                    
                    
                    
                    88
                    
                    
                    
                    75,225
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    75,313Issuance
      of common stock for settlement of contract
                    
                    
                    850,000
                    
                    
                    
                    850
                    
                    
                    
                    679,150
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    680,000Issuance
      of common stock  for stock subscriptions
                    
                    
                    2,556,583
                    
                    
                    
                    2,556
                    
                    
                    
                    1,500
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    4,056Issuance
      of common stock for  settlement of contract
                    
                    
                    750,000
                    
                    
                    
                    750
                    
                    
                    
                    149,250
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    150,000Stock
      subscription receivable
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (1,449
                    )
                    
                    
                    
                    
                    
                    
                    
                    (1,449
                    )Net
      loss for the year ended December 31, 2007
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (1,577,661
                    )
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    
                    (1,577,661
                    )BALANCE,
      DECEMBER 31, 2007
                    
                    
                    6,243,982
                    
                    
                    $
                    6,243
                    
                    
                    $
                    40,674,740
                    
                    
                    $
                    (41,290,577
                    )
                    
                    $
                    (1,449
                    )
                    
                    
                    
                    
                    
                    
                    $
                    (611,043
                    )Issuance
      of common stock for conversion of notes payable
                    
                    
                    4,314,263
                    
                    
                    
                    4,314
                    
                    
                    
                    1,461,396
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1,465,710Issuance
      of common stock for compensation expense
                    
                    
                    6,959,891
                    
                    
                    
                    6,960
                    
                    
                    
                    1,214,620
                    
                    
                    
                    
                    
                    
                    
                    1,449
                    
                    
                    
                    
                    
                    
                    
                    
                    1,223,028Issuance
      of common stock for settlement of accrued expenses
                    
                    
                    532,500
                    
                    
                    
                    533
                    
                    
                    
                    270,779
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    271,312Issuance
      of common stock  for stock subscriptions
                    
                    
                    6,141,857
                    
                    
                    
                    6,142
                    
                    
                    
                    1,224,911
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    1,231,053Stock
      buy back and cancellation
                    
                    
                    (1,394,469
                    )
                    
                    
                    (1,393
                    )
                    
                    
                    (246,477
                    )
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (247,870
                    )Treasury
      stock purchased
                    
                    
                    
                    
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    199,611
                    
                    (37,838)
                    
                    
                    (37,838
                    )Net
      loss for the year ended December 31, 2008
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    (3,606,747
                    )
                    
                    
                    -
                    
                    
                    
                    
                    
                    
                    
                    
                    (3,606,747
                    )BALANCE,
      DECEMBER 31, 2008
                    
                    
                    22,798,024
                    
                    
                    $
                    22,798
                    
                    
                    $
                    44,599,969
                    
                    
                    $
                    (44,897,324
                    )
                    
                    $
                    -
                    
                    
                    $
                    199,611
                    
                    $         
      (37,838)
                    
                    $
                    (312,395
                    )
 -
17 -
  TRANSFER
      TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES(FKA
      INVERTED PARADIGMS CORPORATION AND SUBSIDIARIES)CONSOLIDATED
      STATEMENTS OF CASH FLOWSFOR
      THE YEARS ENDED DECEMBER 31, 2008 AND 20072008
                
                
                2007CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                
                $
                (3,606,747
                )
                
                $
                (1,577,661)Adjustments
      to reconcile net loss tonet
      cash used in operating activities:Depreciation
      and amortization
                
                
                403
                
                
                
                -Stock
      issued to directors for services net
                
                
                362,500
                
                
                
                -Stock
      issued to vendors and consultants for compensation
                
                
                860,528
                
                
                
                75,313Loss
      on sale of asset
                
                
                -
                
                
                
                16,137Interest
      resulting from beneficial conversion feature of  notes
      payable
                
                
                1,338,231
                
                
                
                749,789Changes
      in Certain Assets and LiabilitiesOther
      current assets
                
                
                (671
                )
                
                
                -(Increase)  in
      prepaid expenses
                
                
                -
                
                
                
                (2,622
                )(Decrease)  accounts
      payable
                
                
                (27,965
                )
                
                
                (18,487
                )(Decrease)  in
      liability for stock to be issued
                
                
                (11,985
                )
                
                
                -(Decrease)
      accrued expenses - net
                
                
                (253,878
                )
                
                
                425,500Net
      cash used in operating activities
                
                
                (1,339,584
                )
                
                
                (332,031
                )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of property and equipment
                
                
                (2,819
                )
                
                
                -Sale
      of asset
                
                
                -
                
                
                
                150,000Net
      cash (used in) investing activities
                
                
                (2,819
                )
                
                
                150,000CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from issuing restricted stock and stock to be issued
                
                
                1,231,053
                
                
                
                19,056Payments
      on notes payable
                
                
                (82,030
                )
                
                
                -Proceeds
      from bridge loan
                
                
                98,000
                
                
                
                -Stock
      buy back and Cancellation
                
                
                (247,870
                )
                
                
                -Treasury
      Stock
                
                
                (37,838
                )
                
                
                -Proceeds
      from convertible notes payable
                
                
                523,814
                
                
                
                163,500Net
      cash provided by financing activities
                
                
                1,485,129
                
                
                
                182,556NET
      INCREASE (DECREASE) IN CASH
                
                
                142,726
                
                
                
                525CASH
      AND CASH EQUIVALENTS - BEGINNING OF YEAR
                
                
                1,915
                
                
                
                1,390CASH
      AND CASH EQUIVALENTS - END OF YEAR
                
                $
                144,641
                
                
                $
                1,915SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONIssuance
      of Common Stock for:Conversion
      of note payable or accounts payable  into common
      stock
                
                $
                1,465,710
                
                
                $
                1,214,828Stock
      issued to venders and consultantants for compensation
                
                $
                860,528
                
                
                $
                75,313Stock
      issued to settle accrued expenses
                
                $
                271,312
                
                
                $
                -CASH
      PAID DURING THE YEAR:Interest
      expense
                
                $
                7,877
                
                
                $
                -Income
      taxes
                
                $
                -
                
                
                $
                -
  -
18 -
  TRANSFER
TECHNOLOGY INTERNATIONAL CORP.
 (FORMERLY
KNOWN AS INVERTED PARADIGMS CORPORATION)
 NOTES
TO
 CONSOLIDATED
FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 Note
1 - Organization
  Transfer
Technology International Corp. (the “Company”) was previously known as Inverted
Paradigms Corporation (“Inverted Paradigms” or the “Company”) was incorporated
in the State of Nevada on December 18, 1997. On September 29, 2003, the Company
completed a re-incorporation merger into a Delaware Corporation thus changing
the state of incorporation from Nevada to Delaware. The Company is in the
process of seeking new technology.
 
 Name
Change. On September 18, 2007 a majority of the stockholders approved
changing the name of the Company from Inverted Paradigms Corporation to Transfer
Technology International Corp.
 
 Note
2 - Basis of Presentation – Going Concern
 The
Company’s consolidated financial statements have been prepared assuming the
Company will continue as a going concern. The Company has experienced net losses
since February 16, 1999 (date of inception), which losses have caused an
accumulated deficit of $44,897,324 as of December 31, 2008. This factor, among
others, raises substantial doubt about the Company’s ability to continue as a
going concern.
  Management
has been able, thus far, to finance the losses through a series of private
placements and convertible notes payable. The Company is continuing to seek
other sources of financing and attempting to explore alternate ways of
generating revenues through partnerships with other businesses. Conversely, the
seeking of new technology is expected to result in operating losses for the
foreseeable future. There are no assurances that the Company will be successful
in achieving its goals.
  In view
of these conditions, the Company’s ability to continue as a going concern is
dependent upon its ability to obtain additional financing or capital sources, to
meet its financing requirements, and ultimately to achieve profitable
operations. Management believes that its current and future plans to raise
capital provide an opportunity to continue as a going concern. The accompanying
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that may be necessary in the event the Company
cannot continue as a going concern.
  
 -
19 -
  TRANSFER
TECHNOLOGY INTERNATIONAL CORP.
 (FORMERLY
KNOWN AS INVERTED PARADIGMS CORPORATION)
 NOTES
TO
 CONSOLIDATED
FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 Note
3 - Summary of Significant Accounting Policies
   Principles
of Consolidation
 
 The
consolidated financial statements include the accounts of Transfer Technology
International, Corporation and its one wholly owned subsidiary. All significant
intercompany accounts and transactions are eliminated in the consolidated
financial statements.
 
 Use
of Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
 
 Cash
and Cash Equivalents
 
 The
Company considers all short-term investments with an original maturity of three
months or less when purchased to be cash equivalents.
 
 The
Company maintains cash and cash equivalents at financial institutions that are
insured by the Federal Insurance Deposit Corporation up to $250,000. At December
31, 2008, The Company’s uninsured cash balances total $0.
 
 Income
Taxes
 
 The
Company accounts for income taxes utilizing the asset and liability method. This
approach requires the recognition of deferred tax assets and liabilities for the
expected future tax consequences attributable to temporary differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases and operating loss and tax credit carry forwards.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enacted date. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be
realized.
  In June
2006, The FASB issued interpretation no. 48, Accounting for Uncertainty in
Income Taxes- an interpretation of FASB Statement No. 109 (FIN 48). FIN 48
clarifies the accounting for uncertainty in income taxes recognized in an
enterprise’s financial statements in accordance with FASB Statement No. 109,
Accounting for Income Taxes (SFAS 109). This Interpretation prescribes a
recognition threshold and measurement attribute for the financial statement
recognition and measurement of a tax position taken or expected to be taken in a
tax return. FIN 48 is effective for fiscal years beginning after December 15,
2006. The Company adopted FIN 48 effective January 1, 2007. The adoption of this
statement had no impact on the Company's financial position or results of
operation.
 
 
 -
20 -
 
 TRANSFER
TECHNOLOGY INTERNATIONAL CORP.
 (FORMERLY
KNOWN AS INVERTED PARADIGMS CORPORATION)
 NOTES
TO
 CONSOLIDATED
FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 
 
 Note
3 - Summary of Significant Accounting Policies
(CONTINUED)
  Stock-Based
Compensation
 
 On
January 1, 2006, the Company adopted the provisions of Statement of Financial
Accounting Standards No. 123 (revised 2004), "Share-Based Payment" ("SFAS No.
123(R)") which requires that the costs resulting from all share-based payment
transactions be recognized in the financial statements at their fair values.
The Company adopted SFAS No. 123(R) using the modified prospective application
method under which the provisions of SFAS No. 123(R) apply to new awards and to
awards modified, repurchased, or cancelled after the adoption date.
Additionally, compensation cost for the portion of the awards for which the
requisite service has not been rendered that are outstanding as of the adoption
date is recognized in the Statement
of Operations over the remaining service period after the adoption date based on
the award's original estimate of fair value.
 
 Net Loss Per
Share Information
 
 Basic and
diluted loss per share is calculated by dividing net loss by the
weighted-average number of common shares outstanding during the reporting
period. The Company’s common stock warrants have been excluded from the diluted
loss per share computation since their effect is anti-dilutive.
 
 The
following is a reconciliation of the computation for basic and diluted
EPS:
 
 December
      31, 2008
                
                
                December
      31, 2007NET
      LOSS
                
                $
                (3,606,747
                )
                
                $
                (1,577,661
                )WEIGHTED
      AVERAGE OUTSTANDING SHARES OF COMMON STOCK – BASIC AND
    DILUTED
                
                
                14,679,275
                
                
                
                748,872
 For the
years ended December 31, 2008 and 2007 options and warrants were not included in
the computation of dilutes EPS because inclusion would have been anti-dilutive.
There were 10,043,076 warrants at December 31, 2008 and 2,207,000 warrants at
December 31, 2007.
 
 Fair
Value of Financial Instruments
 
 The
carrying amount of cash and cash equivalents, loan receivable, accounts payable,
and other current liabilities approximate fair value because of the short
maturity of those instruments.
 
 Reclassification
 
 Certain
amounts in December 31, 2007 were reclassified to conform to the December 31,
2008 presentation. The reclassification had no effect on December 31, 2008 net
loss.
 
 Recent Accounting
Pronouncements
 
 In
February 2006, the FASB issued SFAS No. 155, “Accounting for Certain
Hybrid Financial Instruments, an amendment of FASB Statements No. 133 and
140.” SFAS No. 155 resolves issues addressed in SFAS No. 133
Implementation Issue No. D1, “Application of
 
 -
21 -
  TRANSFER
TECHNOLOGY INTERNATIONAL CORP.
 (FORMERLY
KNOWN AS INVERTED PARADIGMS CORPORATION)
 NOTES
TO
 CONSOLIDATED
FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
  Note
3 - Summary of Significant Accounting Policies
(CONTINUED)
  
 Recent Accounting
Pronouncements (continued)
 
 
 Statement
133 to Beneficial Interests in Securitized Financial Assets,” and permits fair
value re-measurement for any hybrid financial instrument that contains an
embedded derivative that otherwise would require bifurcation, clarifies which
interest-only strips and principal-only strips are not subject to the
requirements of SFAS No. 133, establishes a requirement to evaluate
interests in securitized financial assets to identify interests that are
freestanding derivatives or that are hybrid financial instruments that contain
an embedded derivative requiring bifurcation, clarifies that concentrations of
credit risk in the form of subordination are not embedded derivatives and amends
SFAS No. 140 to eliminate the prohibition on a qualifying special-purpose
entity from holding a derivative financial instrument that pertains to a
beneficial interest other than another derivative financial instrument. SFAS
No. 155 is effective for all financial instruments acquired or issued after
the beginning of the first fiscal year that began after September 15, 2006.
The implementation of this pronouncement had no impact on the Company’s
financial position or results of operations. In March 2006, the FASB issued
SFAS No. 156, “Accounting for Servicing of Financial Assets, an amendment
of FASB Statement No. 140.” SFAS No. 156 requires an entity to
recognize a servicing asset or liability each time it undertakes an obligation
to service a financial asset by entering into a servicing contract under a
transfer of the servicer’s financial assets that meets the requirements for sale
accounting, a transfer of the servicer’s financial assets to a qualified
special-purpose entity in a guaranteed mortgage securitization in which the
transferor retains all of the resulting securities
and classifies them as either available-for-sale or trading securities in
accordance with SFAS No. 115, “Accounting for Certain Investments in Debt
and Equity Securities” and an acquisition or assumption of an obligation to
service a financial asset that does not relate to financial assets of the
servicer or its consolidated affiliates. Additionally, SFAS No. 156
requires all separately recognized servicing assets and servicing liabilities to
be initially measured at fair value, permits an entity to choose either the use
of an amortization or fair value method for subsequent measurements, permits at
initial adoption a one-time reclassification of available-for-sale securities to
trading securities by entities with recognized servicing rights and requires
separate presentation of servicing assets and liabilities subsequently measured
at fair value and additional disclosures for all separately recognized servicing
assets and liabilities. SFAS No. 156 is effective for transactions entered
into after the beginning of the first fiscal year that began after
September 15, 2006.  The implementation of this pronouncement had
no impact on the Company’s financial position or results of
operations.
 
 In
September 2006, the SEC staff issued Staff Accounting Bulletin No. 108,
Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements (SAB 108). SAB 108 was issued
in order to eliminate the diversity in practice surrounding how public companies
quantify financial statement misstatements. SAB 108 requires that registrants
quantify errors using both a balance sheet and income statement approach and
evaluate whether either approach results in a misstated amount that, when all
relevant quantitative and qualitative factors are considered, is material.
SAB108 must be implemented by the end of the Company's first fiscal year ending
after November 15, 2007. The implementation of this pronouncement had no impact
on the Company’s financial position or results of operations.
  -
22 -
  TRANSFER
TECHNOLOGY INTERNATIONAL CORP.
 (FORMERLY
KNOWN AS INVERTED PARADIGMS CORPORATION)
 NOTES
TO
 CONSOLIDATED
FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 Note
3 - Summary of Significant Accounting Policies (CONTINUED)
  Recent Accounting
Pronouncements (continued)
 
 In
September 2006, the Financial Accounting Standards Board (“FASB”) issued
SFAS No. 157 “Fair Value Measurements” (“SFAS No. 157”), which
clarifies the definition of fair value whenever another standard
requires or permits assets or liabilities to be measured at fair value.
Specifically, the standard clarifies that fair value should be based on the
assumptions market participants would use when pricing the asset or
liability, and establishes a fair value hierarchy that prioritizes the
information used to develop those assumptions. SFAS No. 157 does not
expand the use of fair value to any new circumstances, and must be applied on a
prospective basis except in certain cases. The standard also requires expanded
financial statement
disclosures about fair value measurements, including disclosure of the methods
used and the effect on earnings.
 
 In
February 2008, FASB Staff Position ("FSP") FAS No. 157-2, "Effective Date of
FASB Statement No. 157" ("FSP No. 157-2") was issued. FSP No. 157-2 defers the
effective date of SFAS No. 157 to fiscal years beginning after December 15,
2008, and interim periods within those fiscal years, for all nonfinancial assets
and liabilities, except those that are recognized or disclosed at fair value in
the financial statements on a recurring basis (at least annually). Examples of
items within the scope of FSP No. 157-2 are nonfinancial assets and nonfinancial
liabilities initially measured at fair value in a business combination (but not
measured at fair value in subsequent periods), and long-lived assets, such as
property, plant and equipment and intangible assets measured at fair value for
an impairment assessment under SFAS No. 144.
  The
partial adoption of SFAS No. 157 on January 1, 2008 with respect to financial
assets and financial liabilities recognized or disclosed at fair value in the
financial statements on a recurring basis did not have a material impact on the
Company's consolidated financial statements. See Note 12 for the fair value
measurement disclosures for these assets and liabilities. The Company is in the
process of analyzing the potential impact of SFAS No. 157 relating to its
planned January 1, 2009 adoption of the remainder of the standard.
  In
September 2006, the FASB issued SFAS No. 158 “Employers’ Accounting
for Defined Benefit Pension and Other Postretirement Plans”, which amends
SFAS No. 87 “Employers’ Accounting for Pensions”
(SFAS No. 87), SFAS No. 88 “Employers’ Accounting for
Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits” (SFAS No. 88), SFAS No. 106
“Employers’ Accounting for Postretirement Benefits Other Than Pensions”
(SFAS No. 106), and SFAS No. 132R “Employers’ Disclosures
about Pensions and Other Postretirement Benefits (revised
2003)”  (SFAS No. 132R). This Statement requires companies
to recognize an asset or liability for the overfunded or underfunded status of
their benefit plans in their financial statements. SFAS No. 158 also
requires the measurement date for plan assets and liabilities to coincide with
the sponsor’s year end. The standard provides two transition alternatives
related to the change in measurement date provisions. The recognition of an
asset and liability related to the funded status provision is effective for
fiscal year ending after December 15, 2006 and the change in measurement
date provisions is effective for fiscal years ending after December 15,
2008.  The Company has no defined benefit pension plans at this time
and therefore this pronouncement has no effect on the Company.
 
 On
January 1, 2008 (the first day of fiscal 2008), the Company adopted SFAS No.
159, "The Fair Value Option for Financial Assets and Financial Liabilities,
Including an amendment of FASB Statement No. 115" ("SFAS No. 159"). SFAS No. 159
permits entities to choose to measure many financial instruments and certain
other items at fair value, which are not otherwise currently required to be
measured at fair value.
  -
23 -
 TRANSFER
TECHNOLOGY INTERNATIONAL CORP.
 (FORMERLY
KNOWN AS INVERTED PARADIGMS CORPORATION)
 NOTES
TO
 CONSOLIDATED
FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
   Note
3 - Summary of Significant Accounting Policies
(CONTINUED)
 Recent Accounting
Pronouncements (continued)
 
 Under
SFAS No. 159, the decision to measure items at fair value is made at specified
election dates on an instrument-by-instrument basis and is irrevocable. Entities
electing the fair value option are required to recognize changes in fair value
in earnings and to expense upfront costs and fees associated with the item for
which the fair value option is elected. The new standard did not impact the
Company's Consolidated Financial Statements as the Company did not elect the
fair value option for any instruments existing
as of the adoption date. However, the Company will evaluate the fair value
measurement election with respect to financial instruments the Company enters
into in the future.
 
 Note
4 – Equipment
 
 Equipment
is summarized as follows:
  2008
                
                
                2007Computers
      and equipment
                
                $
                2,819
                
                
                $
                0Less:
      accumulated depreciation
                
                
                403
                
                
                
                0Computers
      and equipment – Net
                
                $
                2,416
                
                
                $
                0
 
 
 Depreciation
expense for the year ended December 31, 2008 and December 31, 2007was $403 and
$0 respectively.
 
 Note
5 – Rent
 
 The
Company leases an office suite for its Tampa, Florida headquarters. The
terms of the lease extend until June 30, 2010.  The Company is required to
pay a base rent of $35,070 for year 2009 and $17, 535 for the six
months ending June 30, 2010. The total expected lease payments till June
30, 2010 total $ 52,605.e suite for its Tampa, Florida headquarters. The terms
of the lease extend until June 30, 2010.  The Company is required to pay a
base rent of $35,070 for year 2009 and $17, 535 for the six months ending
June 30, 2010. The total expected lease payments till June 30, 2010 total $
52,605.
 
 -
24 -
  TRANSFER
TECHNOLOGY INTERNATIONAL CORP.
 (FORMERLY
KNOWN AS INVERTED PARADIGMS CORPORATION)
 NOTES
TO
 CONSOLIDATED
FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
   Note
6a – Convertible Notes Payable
 
 Notes payable are summarized as follows
as of December 31, 2008:
 
 AmountOctober
      2008 - Unsecured convertible note payable for $20,000 including interest
      at a fixed rate of 13%. The maturity date is October 2009 at which time
      all principal and interest are due.
              
              20,000November
      2008 - Unsecured convertible note payable for $10,000 including interest
      at a fixed rate of 13%. The maturity date is November 2009 at which time
      all principal and interest are due.
              
              10,000November
      2008 - Unsecured convertible note payable for $20,000 including interest
      at a fixed rate of 13%. The maturity date is November 2009 at which time
      all principal and interest are due.
              
              20,000December
      2008 - Unsecured convertible note payable for $5,000 including interest at
      a fixed rate of 13%. The maturity date is December 2009 at which time all
      principal and interest are due.
              
              5,000December
      2008 - Unsecured convertible note payable for $50,000 including interest
      at a fixed rate of 13%. The maturity date is December 2009 at which time
      all principal and interest are due.
              
              50,000December
      2008 - Unsecured convertible note payable for $20,000 including interest
      at a fixed rate of 13%. The maturity date is December 2009 at which time
      all principal and interest are due.
              
              25,000Total
      convertible notes payable
              
              $130,000
 
 
 -
25 -
 
 TRANSFER
TECHNOLOGY INTERNATIONAL CORP.
 (FORMERLY
KNOWN AS INVERTED PARADIGMS CORPORATION)
 NOTES
TO
 CONSOLIDATED
FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 
 Note
6b - Notes Payable
 
 Notes
payable are summarized as follows as of December 31, 2007:
 
 AmountNovember
      2006 - Unsecured promissory note payable to for $50,000 including interest
      at a fixed rate of 12%. The maturity date is May 2007 at which time all
      principle and interest are due. This note was paid in
2008.
              
              50,000March
      2006 - Unsecured promissory note payable to for $22,037 including interest
      at a fixed rate of 10%. The maturity date is May 2007 at which time all
      principle and interest are due. As additional consideration, 250,000
      shares of common stock will be delivered at maturity. This note was paid
      in 2008.
              
              22,037Unsecured
      promissory  note payable for $50,000 including interest at a
      fixed rate of 13%. The maturity date is September 2007 at which time all
      principal and interest are due. $6,000 of the note was repaid in the 3rd
      Qtr 2007, $38,000 was repaid in the 4th Qtr 2007. The remainder was paid
      in 2008.
              
              6,000Unsecured
      promissory note payable for $25,000 including interest at a fixed rate of
      13%. The maturity date is February 2008 at which time all principal and
      interest are due. This note was settled in 2008.
              
              25,000Unsecured
      promissory note payable for $25,000 including interest at a fixed rate of
      13%. The maturity date is January 2008 at which time all principal and
      interest are due. This note was settled in 2008.
              
              4,000Total
      notes payable
              
              $107,037
 
 
 -
26 -
 
 TRANSFER
TECHNOLOGY INTERNATIONAL CORP.
 (FORMERLY
KNOWN AS INVERTED PARADIGMS CORPORATION)
 NOTES
TO
 CONSOLIDATED
FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 Note
7 – Income Taxes
 
 Income
Taxes are provided for the tax effects of transactions reported in the financial
statements and consist of taxes currently due.  Deferred taxes related
to differences between the basis of assets and liabilities for financial and
income tax reporting will either be taxable or deductible when the assets or
liabilities are recovered or settled.  The difference between the
basis of assets and liabilities for financial and income tax reporting are not
material therefore, the provision for income taxes from operations consist of
income taxes currently payable.
 
 There was
no provision for income tax for the years ended December 31, 2008 and
2007.
 
 At
December 31, 2008 and 2007 the Company had an accumulated deficit approximating
$44,897,300 and $41,290, 577. Due to changes in ownership during year 2007 the
accumulated deficit available to offset future taxable income through 2028 are
approximately $3,606,753 and $1,507,476 for the years 2008 and 2007
respectively
 
 December
      31,
                
                
                December 31,2008
                
                
                2007Deferred
      tax assets
                
                $
                1,262,364
                
                
                $
                527,617Less:
      valuation
                
                
                (1,262,364
                )
                
                
                (527,617
                )Totals
                
                $
                -
                
                
                $
                -
 
 Note
8 - Stockholders’ Deficit
 
 The
Company had 250,000,000 authorized shares of common stock as of December 31,
2008 and 2007. The Company had 22,798,024 and 6,243,982 shares of common stock
issued and 22,598,413 and 6,243,982 outstanding as of December 31, 2008 and 2007
respectively. The Company held 199,611 shares of common stock in treasury at
December 31, 2008. The par value of the shares was $.001 per share. The shares
have been retroactively restated to account for the reverse stock split
effective December 7, 2007.
 
 2007
 
 The Board
of Directors declared a 100 to 1 reverse stock split on December effective
December 7, 2007.  The number of shares issued and outstanding has
been reclassified to reflect the 100 to 1 reverse stock split.
  During
the year ended December 31, 2007 the company issued 1,622,541 shares of common
stock for conversion of notes payable. The common stocks were issued at a market
value of $.70 per share.  The company included $419,789 in
beneficial interest expense in its consolidated statement of operations. The
issuance of the shares was exempt from the registration requirements of Section
5 of the Securities Act of 1933 (the “Act”) pursuant to Section 4(2) of the Act
since the shares were issued by the Company and did not
involve any public offering. All share recipients were closely related to and
well known by the Company and no money was raised.  During
the year ended December 31, 2007 the company issued 88,382 shares of common
stock for compensation expense. The common stocks were issued at an average
market value of $.85 per share. The issuance of the shares was exempt from
the registration requirements of Section 5 of the Securities Act of 1933 (the
“Act”) pursuant to Section 4(2) of the Act since the shares were issued by the
Company and did not involve any public offering. All share recipients were
closely related to and well known by the Company and no money was
raised.
 
 The
company issued 850,000 shares of common stock for settlement of the outstanding
amount of $350,000 in connection with entering into a settlement
agreement on August 22, 2007. The shares were issued at $.80 per share
for a total value of $680,000. The company included $330,000 in beneficial
interest expense in its consolidated statement of operations. The issuance of
the shares was exempt from the registration requirements of Section 5 of the
Securities Act of 1933 (the “Act”) pursuant to Section 4(2) of the Act since the
shares were issued by the Company and did not involve any public offering. All
share recipients were closely related to and well known by the Company and no
money was raised.
 
 During
the year ended December 31, 2007 the company issued stock
subscribers   2,556,583 shares of common stock at par value of
$.001 per share. The issuance of the shares was exempt from the registration
requirements of Section 5 of the Securities Act of 1933 (the “Act”) pursuant to
Section 4(2) of the Act since the shares were issued by the Company and did not
involve any public offering.
 
 The
company issued 750,000 shares of common stock for settlement of a $150,000
sale contract with Silent Sword. The shares were issued at $.20 per share
for a total value of $150,000. The issuance of the shares was exempt from the
registration requirements of Section 5 of the Securities Act of 1933 (the “Act”)
pursuant to Section 4(2) of the Act since the shares were issued by the Company
and did not involve any public offering. All share recipients were closely
related to and well known by the Company and no money was raised.
  
 -
27 -
  TRANSFER
TECHNOLOGY INTERNATIONAL CORP.
 (FORMERLY
KNOWN AS INVERTED PARADIGMS CORPORATION)
 NOTES
TO
 CONSOLIDATED
FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
  Note
8 – Stockholders’ Deficit (CONTINUED)
  2008
 
 On
February 7, 2008 the Company issued an aggregate of 3,183,801 shares of common
stock to a total of 23 persons and /or entities. The shares were issued in
exchange for the cancellation of debt, payment of compensation and pursuant to
the conversion of notes. The consideration received by the Company ranged from
the par value of the stock to $0.25 per share, depending on the transaction. The
issuance of the shares was exempt from the registration requirements of Section
5 of the Securities Act of 1933 (the “Act”) pursuant to Section 4(2) of the Act
since the shares were issued by the Company and did not involve any public
offering. All share recipients were closely related to and well known by the
Company and no money was raised.
  On March
4, 2008 the Company issued an aggregate of 1,954,785 shares of common stock to a
total of 16 persons and /or entities. The shares were issued in exchange for the
cancellation of debt, payment of compensation and pursuant to the conversion of
notes. The consideration received by the Company ranged from the par value of
the stock to $0.25 per share, depending on the transaction. The issuance of the
shares was
exempt from the registration requirements of Section 5 of the Securities Act of
1933 (the “Act”) pursuant to Section 4(2) of the Act since the shares were
issued by the Company and did not involve any public offering. All share
recipients were closely related to and well known by the Company and no money
was raised. 
 Beneficial
interest was $249,358 for the quarter ended March 31, 2008.
 
 On May 9,
2008 the Company issued 34,738 shares of common stock to 1 subscriber, who
subscribed during the first quarter of 2008. This was previously shown on the
balance sheet as “Liability for Stock to be Issued” in the amount of
$15,750.
  
 -
28 -
  TRANSFER
TECHNOLOGY INTERNATIONAL CORP.
 (FORMERLY
KNOWN AS INVERTED PARADIGMS CORPORATION)
 NOTES
TO
 CONSOLIDATED
FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
  Note
8 – Stockholders’ Deficit (CONTINUED)
  2008
(continued)
  During
the quarter ended June 30, 2008, the Company issued 1,423,124 shares of common
stock for the conversion of notes payable. The common stocks were issued at a
market value of $ .62 per share to $.92 per
share. The Company included $ 981,737 in beneficial interest expense in its
consolidated statement of operations.
 
 During
the quarter ended June 30, 2008, the Company issued 98,000 shares of common
stock for directors’ fees. The common stocks were issued at a market value of
$.45 per share to $.92 per share.
 
 During
the quarter ended June 30, 2008, the Company issued 595,416 shares of common
stock for professional fees. The common stocks were issued at a price of $.45
per share to $.92 per share. The Company included $57,707 in beneficial interest
expense in its consolidated statement of operations.
 
 During
the quarter ended June 30, 2008, the Company issued stock subscribers 765,319
shares of common stock. The common stocks were issued at a value of $ .13 per
share to $.22 per share.
 
 During
the quarter ended September 30, 2008, the Company issued 1,767,038 units to
subscribers. Each unit is comprised of one common stock, one A warrant, and one
B warrant. The units were issued at a value of $.14 per share to $.30 per
share.
 
 During
the quarter ended September 30, 2008, the Company issued 1,248,212 shares of
common stock for professional fees. The common stocks were issued at a price of
$.20 per share.
 
 During
the quarter ended September 30, 2008, the Company issued 150,000 shares of
common stock for professional fees. The common stocks were issued at a price of
$.20 per share.
 
 During
the quarter ended September 30, 2008, the Company issued 570,000 shares of
common stock for executive compensation. The common stocks were issued at a
price of $.20 per share.
 
 During
the quarter ended September 30, 2008 the Company issued 405,000 shares of common
stock to 4 subscribers who subscribed during the second quarter of 2008. This
was previously shown on the balance sheet as “Liability for Stock to be Issued”
in the amount of $145,000.
 
 Beneficial
interest was $49,429 for the quarter ended September 30, 2008
  -
29 -
 
 TRANSFER
TECHNOLOGY INTERNATIONAL CORP.
 (FORMERLY
KNOWN AS INVERTED PARADIGMS CORPORATION)
 NOTES
TO
 CONSOLIDATED
FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 
  Note
8 – Stockholders’ Deficit (CONTINUED)
  2008
(continued)
 
 During
the quarter ended December 31, 2008, the Company issued 3,204,500 units to
subscribers. Each unit is comprised of one common stock, one A warrant, and one
B warrant. The units were issued at a value of $.14 per share to $.24 per
share.
 
 During
the quarter ended December 31, 2008, the Company issued 1,836,078 shares of
common stock for professional fees. The common stocks were issued at a price of
$.20 per share. The Company included $19,088 in beneficial interest expense in
its consolidated statement of operations.
 
 During
the quarter ended December 31, 2008, the Company issued 95,000 shares of common
stock for directors’ fees. The common stocks were issued at a price of $.20 per
share. The Company included $1,170 in beneficial interest expense in its
consolidated statement of operations.
 
 During
the quarter ended December 31, 2008, the Company issued 500,000 shares of common
stock for the conversion of notes payable. The common stocks were issued at a
market value of $ .23 per share.
 
 During
the quarter ended December 31, 2008, the Company issued 62,500 shares of common
stock for the settlement of accrued expenses payable. The common stocks were
issued at a market value of $ .18 per share.
 
 During
the quarter ended December 31, 2008, the Company bought and held in treasury
199,611 shares of common stock. The common stocks were bought at prices ranging
from $.13 to $ .25 per share.
 
 During
the quarter ended December 31, 2008, the Company bought and cancelled 1,339,469
shares of common stock. The common stocks were bought at prices ranging from
$.05 to $ .25 per share.
 
 -
30 -
 
 TRANSFER
TECHNOLOGY INTERNATIONAL CORP.
 (FORMERLY
KNOWN AS INVERTED PARADIGMS CORPORATION)
 NOTES
TO
 CONSOLIDATED
FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 
  Note
8 – Stockholders’ Deficit (CONTINUED)
 
 The
following table summarizes our warrants as of December 31, 2008:
  Year
                Warrant
      Type
                Warrant
      Shares
                Exercise
      Price
                Expiration
      Date2004
                Notes
      payable warrants
                50,000
                0.92
                None2006
                Broker
      warrants
                50,000
                0.5
                Mar.
      20092006
                Broker
      warrants
                300,000
                0.045
                Apr.
      20112006
                Warrant
      exercise
                (300,000)
                0.04502006
                Broker
      warrants
                294,118
                0.085
                May
      20112006
                Warrant
      exercise
                (294,118)
                0.08502006
                Class
      A warrants
                2,941,177
                0.085
                May
      20112007
                Class
      A warrants cancelled
                (2,941,177)
                0.08502006
                Class
      B warrants
                2,941,177
                0.50
                May
      20112007
                Class
      B warrants cancelled
                (2,941,177)
                0.5002008
                Class
      A warrants
                4,971,538
                1.25
                Various
      20102008
                Class
      B warrants
                4,971,538
                1.25
                Various
      20119,943,076Total
      warrants outstanding
                10,043,076
  -
31 -
 
 TRANSFER
TECHNOLOGY INTERNATIONAL CORP.
 (FORMERLY
KNOWN AS INVERTED PARADIGMS CORPORATION)
 NOTES
TO
 CONSOLIDATED
FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
  Note
8 – Stockholders’ Deficit (CONTINUED)
  The
following table summarizes our warrants as of December 31, 2007:
 
 Year
                Warrant
      Type
                Warrant
      Shares
                Exercise
      Price
                Expiration
      Date2002
                Class
      A warrants
                1,220,000
                1.000
                April
      – May 20072003
                Class
      A warrants cancelled
                (160,000)2003
                Class
      A warrants exercised
                (63,000)
                1.000997,0002002
                Class
      B warrants
                1,220,000
                1.500
                April
      – May 20072003
                Class
      A warrants cancelled
                (160,000)1,060,0002004
                Notes
      payable warrants
                50,000
                0.92
                None2004
                Private
      placement warrants
                3,718,491
                0.75
                Aug.
      – Oct. 20072004
                Expired
                3,718,491
                0.7502005
                Broker
      warrants
                50,000
                0.50
                Dec.
      20082006
                Broker
      warrants
                50,000
                0.50
                Mar.
      20092006
                Broker
      warrants
                300,000
                0.045
                Apr.
      20112006
                Warrant
      exercise
                (300,000)
                0.04502006
                Broker
      warrants
                294,118
                0.085
                May
      20112006
                Warrant
      exercise
                (294,118)
                0.08502006
                Class
      A warrants
                2,941,177
                0.085
                May
      20112007
                Class
      A warrants cancelled
                (2,941,177)
                0.08502006
                Class
      B warrants
                2,941,177
                0.50
                May
      20112007
                Class
      B warrants cancelled
                (2,941,177)
                0.500Total
      warrants outstanding
                2,207,000
 
 -
32 -
 
 TRANSFER
TECHNOLOGY INTERNATIONAL CORP.
 (FORMERLY
KNOWN AS INVERTED PARADIGMS CORPORATION)
 NOTES
TO
 CONSOLIDATED
FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 
 
 Note
9 - Settlement of Consulting Contract
 
 During
the year ended December 31, 2007 The Company settled a contract dispute in the
amount of $400,000. The Company paid $50,000 in cash and issued shares for the
remaining $350,000.
 
 Note
10 – Restricted Stock-Based Compensation
 
 On
March 21, 2006, the Board of Directors adopted the Inverted Paradigms
Corporation 2006 Restricted Stock Plan (the “2006 Plan”) and recommended that it
be submitted to our stockholders for their approval at the 2006 Annual Meeting.
The 2006  Plan was approved by the stockholders on April 28,
2006. The terms of the 2006 Plan provide for grants of restricted stock
awards
 
 Under the
2006 Plan, the total number of shares of restricted common stock that may be
subject to the granting of Awards during the term of the 2006 Plan shall be
equal to 6,000,000 shares. Shares with respect to which awards previously
granted that are forfeited, cancelled or terminated are returned to the plan and
may be reissued.
 
 Effective
January 1, 2006, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 123R, “Accounting for Stock-Based
Compensation” (“SFAS No. 123R”), which requires stock-based compensation to
be measured based on the fair value of the awards on the grant date. The Company
elected the “modified prospective method” of transition as permitted by SFAS
No. 123R. Under this transition method, the Company is required to record
compensation expense for all awards granted after the date of adoption and for
the unvested portion of previously granted awards that were outstanding at the
date of adoption, and accordingly, periods prior to adoption are not restated.
The Company has not historically granted stock options to
employees.
 
 Note
11 – Subsequent Events
 
 On
January 27, 2009, The Company has issued an aggregate of 458,000 Rule 144
restricted shares of common stock of the Company to a total of 13 persons and/or
entities.  The shares were issued as compensation pursuant to certain
consulting agreements, to certain persons in exchange for the cancellation of
debt held against the Company, and to investors in exchange for investment
proceeds.  The valuation of the consideration received by the Company
ranged from the par value of the stock to $0.20 per share depending upon the
transaction.  The issuance of the shares to consultants and debt
holders was exempt from the registration requirements of Section 5 of the
Securities Act of 1933 (the “Act”) pursuant to Section 4(2) of the Act since the
shares were issued by the Company and did not involve any public
offering.  These share recipients are closely related to and well
known by the Company.  The shares issued in exchange for investment
proceeds were exempt from the registration requirements of Section 5 of the Act
under Section 4(2) of the Act pursuant to the safe harbor set forth in Rule 506
promulgated under the Act.  In connection with the sale and issuance
of the 506 shares, there was no general solicitation, appropriate disclosure
information was distributed, all investors are accredited investors as defined
in Rule 501 and the issuer filed its Form D with the Securities and Exchange
Commission.  All shares issued are restricted shares pursuant to Rule
144 promulgated under the Act.
 
 On
February 4, 2009, The Company has issued an aggregate of 352,833 Rule 144
restricted shares of common stock of the Company to a total of 11 persons and/or
entities.  The shares were issued as compensation pursuant to certain
consulting agreements, to certain persons in exchange for the cancellation of debt
held against the Company, and to investors in exchange for investment
proceeds.  The valuation of the consideration received by the Company
ranged from the par value of the stock to $0.20 per share depending upon the
transaction.  The issuance of the shares to consultants and debt
holders was exempt from the registration requirements of Section 5 of the
Securities Act of 1933 (the “Act”) pursuant to Section 4(2) of the Act since the
shares were issued by the Company and did not involve any public
offering.  These share recipients are closely related to and well
known by the Company.  The shares issued in exchange for investment
proceeds were exempt from the registration requirements of Section 5 of the Act
under Section 4(2) of the Act pursuant to the safe harbor set forth in Rule 506
promulgated under the Act.  In connection with the sale and issuance
of the 506 shares, there was no general solicitation, appropriate disclosure
information was distributed, all investors are accredited investors as defined
in Rule 501 and the issuer filed its Form D with the Securities and Exchange
Commission.  All shares issued are restricted shares pursuant to Rule
144 promulgated under the Act.
 
 
 -
33 -
 
 TRANSFER
TECHNOLOGY INTERNATIONAL CORP.
 (FORMERLY
KNOWN AS INVERTED PARADIGMS CORPORATION)
 NOTES
TO
 CONSOLIDATED
FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 Note
11 – Subsequent Events (CONTINUED)
 
 On
February 18, 2009 The Company bought back and cancelled 39,217 shares of common
stock at a price of $.21 per share.
 
 On March
17, 2009, The Company filed form S-8. This prospectus relates to the offer and
sale of 4,000,000 shares of Transfer Technology International Corp., a Delaware
corporation ("Company"), issuable upon the exercise of options issued to
employees (“Employees”) and outside  consultants ( "Outside
Consultants") pursuant to the 2009 Stock Option Plan (the "Stock Option Plan")
that has been approved by the Company.
 
 Under the
Stock Option Plan, two types of options may be issued.  The first type
are “incentive stock options” as defined in Section 422 of the Internal Revenue
Code of 1986, as amended (“ISO’s”).  ISO’s can and will be issued to
Employees of the Company only.
 
 The
second type of options is “non-qualified stock options”
(“NQSO’s”).  NQSO’s can be issued to Outside Consultants as well as
Employees.
 
 The
common stock issued pursuant to the exercise of ISO’s and/or NQSO’s, is not
subject to any restriction on transferability, except with respect to resale
restrictions applicable to shares of our common stock that are delivered to
Consultants that are deemed to be our affiliates.  Recipients of
shares other than persons who are "affiliates" of Company within the meaning of
the Securities Act of 1933 (the "Act") may sell all or part of the shares in any
way permitted by law, including sales in the over-the-counter market at prices
prevailing at the time of such sale. An affiliate is summarily, any director,
executive officer or controlling shareholder of the Company or any one of its
subsidiaries. An "affiliate" of Company is subject to Section 16(b) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). If a
Consultant who is not now an "affiliate" becomes an "affiliate" in the future,
he/she would then be subject to Section 16(b) of the Exchange Act. The common
stock is listed on the Pink Sheets under the symbol "TTIN".
 
 On March
17, 2009 announced today the creation of its wholly owned subsidiary Organic
Products International Corp. The decision to launch OPI is based on the
development of three market ready products, and licensing agreements that
provide a base of product offerings that will drive significant revenues for
Transfer Technology International. Organic Products International will be
marketing a cutting edge canker suppression formula for the citrus industry, two
different rust inhibitor products, and a crop nutrient product.
 
 
 -
34 -
 
 TRANSFER
TECHNOLOGY INTERNATIONAL CORP.
 (FORMERLY
KNOWN AS INVERTED PARADIGMS CORPORATION)
 NOTES
TO
 CONSOLIDATED
FINANCIAL STATEMENTS
 DECEMBER
31, 2008 AND 2007
 
 Note
11 – Subsequent Events (CONTINUED)
 
 On March
23, 2009, The Company has issued an aggregate of 580,833 Rule 144 restricted
shares of common stock of the Company to a total of 13 persons and/or
entities.  The shares were issued as compensation pursuant to certain
consulting agreements, to certain persons in exchange for the cancellation of debt
held against the Company, and to investors in exchange for investment
proceeds.  The valuation of the consideration received by the Company
ranged from the par value of the stock to $0.20 per share depending upon the
transaction.  The issuance of the shares to consultants and debt
holders was exempt from the registration requirements of Section 5 of the
Securities Act of 1933 (the “Act”) pursuant to Section 4(2) of the Act since the
shares were issued by the Company and did not involve any public
offering.  These share recipients are closely related to and well
known by the Company.  The shares issued in exchange for investment
proceeds were exempt from the registration requirements of Section 5 of the Act
under Section 4(2) of the Act pursuant to the safe harbor set forth in Rule 506
promulgated under the Act.  In connection with the sale and issuance
of the 506 shares, there was no general solicitation, appropriate disclosure
information was distributed, all investors are accredited investors as defined
in Rule 501 and the issuer filed its Form D with the Securities and Exchange
Commission.  All shares issued are restricted shares pursuant to Rule
144 promulgated under the Act.
 
 On March
24, 2009, The Company announced our Board of Directors voted unanimously for
George Merrell to become our new COO and the fourth board of directors
member.


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Item 9. Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure





None





Item 9A.  Controls
and Procedures.





Evaluation of Disclosure
Controls and Procedures





We
conducted an evaluation under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of our disclosure controls and
procedures. The term “disclosure controls and procedures,” as defined in Rules
13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as
amended (“Exchange Act”), means controls and other procedures of a company that
are designed to ensure that information required to be disclosed by the company
in the reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods specified in the
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures also include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by a company in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the company's management, including its principal executive and principal
financial officers, or persons performing similar functions, as appropriate, to
allow timely decisions regarding required disclosure. Based on this evaluation,
our Chief Executive Officer and Chief Financial Officer concluded as of December
31, 2008 that our disclosure controls and procedures were effective at the
reasonable assurance level to allow timely decisions regarding required
disclosure.




Management’s
Annual Report on Internal Control over Financial Reporting.





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. Our internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.  Our
evaluation of internal control over financial reporting includes using the COSO
framework, an integrated framework for the evaluation of internal controls
issued by the Committee of Sponsoring Organizations of the Treadway Commission,
to identify the risks and control objectives related to the evaluation of our
control environment.  The internal controls for the Company are provided by
executive management’s review and approval of all transactions.  Our
internal control over financial reporting also includes those policies and
procedures that:





(1)
pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of our assets;


(2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with U.S. GAAP, and
that our receipts and expenditures are being made only in accordance with the
authorization of our management; and


(3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.





Management
assessed the effectiveness of our internal control over financial reporting as
of December 31, 2008. This annual report does not include an attestation
report of our registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by our
registered public accounting firm pursuant to rules of the Securities and
Exchange Commission that permits us to provide only management's report in this
annual report.





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36 -


Material
Weaknesses





A
material weakness is a control deficiency, or combination of control
deficiencies, that results in more than a remote likelihood that a material
misstatement of the financial statements will not be prevented or
detected.  Management did not identify any material
weaknesses during its assessment of our internal control over financial
reporting as of December 31, 2008.





Changes
in Internal Control over Financial Reporting





Prior to
the fiscal year ended December 31, 2008, management had identified a material
weakness in our internal controls over financial reporting in that only one
individual, our CEO Chris Trina, who, as an officer and director of the Company,
had sole access and authority to receive cash and make cash
disbursements.  To remedy the weakness, management determined to take
the following measures:





1.
            Identify
      and/or retain a second employee or member of management who is
      appropriately trained who will also have duel control with respect to the
      receipt of cash and the making of cash disbursements;
  and2.
            Establish
      formal general accounting policies and
  procedures.





During
the fiscal year ended December 31, 2008, we made arrangements for our CFO,
Robert J. Calamunci to have independent access to and independent review
authority for, all banking records for the purpose of reviewing as a second
authority all cash transactions of the Company.  Further, members of
our staff who are not officers or directors of the Company have responsibility
for preparing all financial record keeping relating to the collection and
payment of invoices.  In light of these changes, management, including
our principal executive officer and principal financial officer have determined
the aforementioned material weakness has been remedied.





Item
9(B). Other Information.





None.





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37 -





PART
III





Item 10. Directors,
Executive Officers and Corporate Governance





The
following table sets forth the names, ages, and positions with TTIN for each of
the directors and officers of TTIN.





Name
            Age
            Position(s)Chris
      Trina
            45
            Chief
      Executive Officer, President, Secretary and DirectorRobert
      J. Calamunci
            52
            Chief
      Financial Officer and Chief Accounting OfficerGeorge
      Merrell
            55
            Chief
      Operating Officer and DirectorWilliam
      Parsons
            60
            DirectorSandy
      W. Shultz, M.D.
            55
            Director





Chris
Trina




On
September 7, 2007 the Board of Directors appointed Chris Trina President,
Secretary, Director and Chief Executive Officer.  Prior to joining
TTIN, Mr. Trina was a Senior Investment Advisor with National Securities
Corporation from November 2006 through March 2007. Mr. Trina was the
President of Secure Financial Assets Group, a retail brokerage firm, from
September 2005 through September 2006. From September 1997 to August 2005,
Mr. Trina was the Senior Vice President of Sales at Gunnallen Financial,
Inc. Since June 1997, Mr. Trina has been the President and sole stockholder
of Windsor Financial Holdings, Inc, a private investment banking and insurance
firm. Mr. Trina has twenty-one years Wall Street experience and received
his Bachelor of Science degree for the University of South Florida in
1985.




Robert
J. Calamunci





On April
28, 2008, Robert J. Calamunci, was appointed Chief Financial Officer and
Principal Accounting Officer of TTIN. Mr. Calamunci holds the credentials of
Certified Public Accountant as well as Certified Financial PlannerTM. Robert also
holds a Masters Degree in Taxation from Pace University as well as a BBA in
Accounting.  Mr. Calamunci has numerous securities licenses; series
27, 24, 7, 65, 4, 9, and 10.





Mr.
Calamunci currently is working for Zucker & Associates, LLP, a CPA firm in
Marlboro, NJ. There he specializes in taxation as well as hedge fund accounting
and broker/ dealer accounting. Mr. Calamunci has almost 30 years of experience
in accounting and taxation while working for fortune 500 companies and broker /
dealers in the securities industry.





Robert’s
specific employment history for the past seven years is as
follows:





Dec.,
2007 - Present - Zucker & Associates, CPAs. Marlboro, NJ.


April,
2007 - Dec., 2007 - Self employed (accounting, etc.). Tinton Falls,
NJ.


Mar, 2006
- April, 2007 - Refco Securities – CFO, NY, NY.


Aug.,
2004 - Feb., 2006 - Utendahl Capital Partners' LP – CFO, NY,
NY.


Aug.,
2002 - July, 2002 - Self employed (accounting). Tinton Falls,
NJ.


Apr.,
2001 - July, 2002 - E Street Access - VP, Accounting, Marlboro,
NJ.





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38 -


George
Merrell





Mr.
Merrell has served as the Chief Operating Officer and as a Director of the
Company since March 23, 2009.  Prior to 2002, Mr. Merrell spent 20
years with the Dial Soap Corporation in a variety of executive level management
positions including being a director of a production facility producing revenue
of $225,000,000 annually.  From 2002 to 2007, Mr. Merrell served as
Operations Manager for Preservation Sciences, Inc. (“PSI”) in St. Petersburg,
Florida, involving the manufacture of food grade liquid preservative, citrus
canker suppressor, and rust inhibitor products.  From 2008 to the
present, Mr. Merrell has served as a consultant to TTI regarding the
commercialization of the citrus canker suppressor and rust inhibitor products
TTI acquired from PSI.





William
Parsons





Mr.
Parsons has served as a Director of the Company since August 2004.
Mr. Parsons was a Partner with Arthur Anderson from 1992-2002.
Mr. Parsons is currently an Executive Vice President and Partner with
SENN-Delaney Leadership, where he has been since 2002. In addition,
Mr. Parsons is the general partner of Parsons Partners. Mr. Parsons
received his Bachelor of Science degree at Clarkson University and his Masters
in Business Administration from UCLA.




Sandy
W. Shultz, M.D.





Effective
January 14, 2008, Sandy W. Shultz, M.D. was elected to the Board of Directors of
TTIN.  Dr. Shultz graduated from George Washington University School
of Medicine where he served as senior class president.  After
completing his Internal Medicine internship at the Veterans Administration
Medical Center, in Washington, D.C., Dr. Shultz completed a residency and became
Chief Resident Department of Radiology at George Washington
University.  In 1985 and 1986 Dr. Shultz completed a Fellowship in
Vascular and Interventional Radiology.  Dr. Shultz has been published
in medical journals on various topics.  Dr. Shultz currently serves as
Chief of Radiology at Key West Regional Hospital.  Dr. Shultz has been
married for thirty years.  He and his wife, Shelley have three
children and currently reside in Key West, Florida.





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39 -


TTIN’s
officers and directors have not been involved, during the past five years, in
any bankruptcy proceedings, conviction or criminal proceedings; have not been
subject to any order, judgment, or decree, not subsequently reversed or
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement
in any type of business, securities or banking activities; and have not been
found by a court of competent jurisdiction, the Securities and Exchange
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law.





There
have been no changes in the procedures by which security holders may recommend
nominees to TTIN’s Board of Directors.





The Board
of Directors does not currently have a standing audit committee.





TERM OF
OFFICE





Our
Directors are appointed for terms of one year to hold office until the next
annual general meeting of the holders of our common stock, or until removed from
office in accordance with our bylaws. Our officers are appointed by our board of
directors and hold office until removed by the board.





SIGNIFICANT
EMPLOYEES





We have
no significant employees other than the officers and the directors described
above.





Section
16(A) Beneficial Ownership Reporting Compliance





Based
upon a review of Forms 3 and 4 and amendments thereto furnished to TTIN during
the 2008 fiscal year, the following table details non-compliance with Section
16(a) of the Exchange Act of 1934.





Name
            Late
      Reports
            Transactions
      not Reported
            Reports
      not FiledChris
      Trina
            1
            0
            0Robert
      J. Calamunci
            1
            0
            0William
      Parsons
            1
            0
            0Sandy
      W. Shultz, M.D.
            1
            0
            0








Item 11. Executive
Compensation





Summary
Compensation Table





Name
      and principal position
            Year
            Salary
      ($)
            Stock
      Awards ($)
            Total
      ($)Chris
      Trina, CEO (1)
            2008
              2007
            $240,000
              $108,242
            $219,185
            $459,185
              $108,242Steven
      Weldon, former CEO (2)
            2007
              2006
            $52,038
              $77,538
            0
              0
            $52,038
              $77,538





(1)
            Mr.
      Trina is our current CEO and has a written employment contract with TTIN
      pursuant to which he receives a salary of $240,000
    annually.


(2)
            Mr.
      Weldon resigned as CEO of TTIN in September,
  2007.





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40 -


DIRECTOR
COMPENSATION





There are
no standard arrangements pursuant to which directors are compensated for
services rendered to TTIN.   TTIN does compensate its directors
from time to time with stock for services as directors.  At the
present time, directors receive 10,000 shares of restricted common stock on a
monthly basis for their service on the board.




Item 12. Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder
Matters





The
following table provides certain information about persons or entities known to
TTIN to be the beneficial owner of more than 5% of TTIN’s common
shares.





Title
      of class
            Name
      and address of beneficial owner
            Amount
      and nature of beneficial ownership(1)
            Percent
      of classCommon
            Chris
      Trina
              2206
      Bay Club Circle
              Tampa,
      FL  33607
            2,120,000
            8.8%Common
            SB
      Investment Trust
              2206
      Bay Club Circle
              Tampa,
      FL  33607
            1,258,124
            5.2%


(1) All
ownership is direct ownership unless noted otherwise.





The
following table provides certain information about the beneficial ownership of
our common shares by our officers and directors individually and as a
group.





Title
      of class
            Name
      of beneficial owner
            Amount
      and nature of beneficial ownership(1)
            Percent
      of classCommon
            Chris
      Trina
            2,120,000
            8.8%Common
            Sandy
      W. Shultz, M.D.
            708,965
            2.9%Common
            George
      Merrell
            191,500
            0.8%Common
            William
      Parsons
            689,763
            2.9%Common
            Robert
      J. Calamunci
            130,000
            0.5%Common
            All
      officers and directors as a group (5)
            3,840,228
            15.9%


(1) All
ownership is direct ownership unless noted otherwise.





Item 13. Certain
Relationships and Related Transactions, and Director
Independence





Certain
Relationships and Related Transactions





There
have been no transactions by the company within last two years where either the
company as an issuer, or a director, officer or shareholder of the company, had
an indirect or direct interest other than the purchase by TTIN of the rights to
two patents.  The rights were acquired from the SB Investment Trust in
exchange for the issuance of 600,000 shares of common stock.  The
beneficiary of the SB Investment Trust is Susan Burns, the sister of Mr. Chris
Trina, the CEO and director of TTIN.  Further, Mr. Trina is the
Trustee of the SB Investment Trust.  In part because of the related
nature of the purchase, the transaction was approved by the board of directors
with Mr. Trina abstaining from the vote.





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41 -


Director
Independence





We have four directors.  Chris Trina and George Merrell
are not considered independent directors.  William Parsons and Sandy W.
Shultz, M.D. are considered independent directors.  The definition the
Company uses to determine whether a director is independent is NASDAQ Rule
4200(a)(15).  A copy of that rule is attached to this filing as Exhibit
99.





Item
14.  Principal Accounting Fees and Services








Fiscal 2007
            Fiscal 2008Audit
      Fees (1)
            $26,000
            $27,000Audit-Related
      Fees (2)
            4,500
            13,500Tax
      Fees
            0
            0All
      other Fees
            0
            0Total
            $30,500
            $40,500





(1)
            Audit Fees – Audit fees
      billed to the Company by Bagell, Josephs, Levine & Company, L.L.C. for
      auditing the Company’s annual financial statements for 2007 and 2008
      respectively.(2)
            Audit-Related Fees–Review fees billed to the Company by Bagell, Josephs, Levine &
      Company, L.L.C. for reviewing the Company’s quarterly financial statements
      for the quarter ended September 30, 2007 during the fiscal year ended
      December 31, 2007, and for reviewing the Company’s quarterly financial
      statements for the quarters ended March 31, 2008, June 30, 2008, and
      September 30, 2008 during the fiscal year ended December 31,
      2008.





Item.
15. Exhibits


Exhibits





31.1
            Certification
      of CEO pursuant to Securities Exchange Act rules 13a-15 and 15d-15(c) as
      adopted pursuant
              to
      section 302 of the Sarbanes-Oxley act of 2002.31.2
            Certification
      of CFO pursuant to Securities Exchange Act rules 13a-15 and 15d-15(c) as
      adopted pursuant
              to
      section 302 of the Sarbanes-Oxley act of 2002.32.1
            Certification
      of CEO pursuant to 18 U.S.C. section 1350, as adopted pursuant to section
      906 of the
              Sarbanes-Oxley
      act of 2002.32.2
            Certification
      of CFO pursuant to 18 U.S.C. section 1350, as adopted pursuant to section
      906 of the
              Sarbanes-Oxley
      act of 2002.99
            NASDAQ
      Rule 4200(a)(15)








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42 -





SIGNATURES








In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.








Transfer
Technology International Corp.








By: /S/ Chris Trina


Chris
Trina, Chief Executive Officer





Date:
April 8, 2009





In
accordance with the Securities Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.




By:  /s/ Chris Trina


Chris
Trina, Director and


Principal
Executive Officer


Date:   April
8, 2009








By:  /s/ Robert J. Calamunci


Robert J.
Calamunci


Principal
Financial Officer and


Principal
Accounting Officer


Date:   April
8, 2009








By:  /s/ George Merrell


George
Merrell, Director


Date:   April
8, 2009








By:  /s/ William Parsons


William
Parsons, Director


Date:   April
8, 2009






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43 -