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

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

| 2203 North Lois Avenue, Suite 912, Tampa, FL | 33607      |
|----------------------------------------------|------------|
| (Address of principal executive offices)     | (Zip Code) |

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

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| PART 1                                                                                                                                                    | Page No.           |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------|
|                                                                                                                                                      |               |
| Item 1. Business                                                                                                                                          |   3           |
| Item 1A.  Risk Factors                                                                                                                          |   8           |
| Item 1B.  Unresolved Staff Comments                                                                                                             |   8           |
| Item 2. Properties                                                                                                                                        |   8           |
| Item 3. Legal Proceedings                                                                                                                                 |   9           |
|                                                                                                                                                      |               |
|                                                                                                                                                      |               |
| PART  II                                                                                                                                        |               |
|                                                                                                                                                      |               |
| Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. Selected Financial Data |   10  11 |
| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations                                                       |   11          |
| Item 7A  Quantitative and Qualitative Disclosures about Market RiskItem 8. Financial Statements                                                 |   15  16 |
| Item 9  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                                                    |   44          |
| Item 9A  Controls and Procedures                                                                                                                |   44          |
| Item 9B  Other Information                                                                                                                      |   46          |
|                                                                                                                                                      |               |
| PART III                                                                                                                                                  |               |
|                                                                                                                                                      |               |
| Item 10  Directors, Executive Officers and Corporate Governance                                                                                 |   47          |
| Item 11  Executive Compensation                                                                                                                 |   49          |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                                                   |   50          |
| Item 13. Certain Relationships and Related Transactions, and Director Independence                                                                        |   50          |
| Item 14. Principal Accounting Fees and Services                                                                                                           |   51          |
| Item 15. Exhibits                                                                                                                                         |   51          |
|                                                                                                                                                      |               |
| Signatures                                                                                                                                                |   52          |

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| Quarter Ending | High  | Low   |
|----------------|-------|-------|
| 12/31/2009     | $0.08 | $0.01 |
| 9/30/2009      | $0.05 | $0.03 |
| 6/30/2009      | $0.25 | $0.05 |
| 3/31/2009      | $0.35 | $0.10 |
| 12/31/2008     | $0.25 | $0.12 |
| 9/30/2008      | $0.51 | $0.07 |
| 6/30/2008      | $1.12 | $0.25 |
| 3/31/2008      | $0.51 | $.25  |

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| CONSOLIDATED FINANCIAL STATEMENTS:                                                                   | Pages          |
|------------------------------------------------------------------------------------------------------|----------------|
|                                                                                                 |           |
| Reports of Independent Registered Accounting Firms                                                   |   17      |
|                                                                                                 |           |
| Consolidated Balance Sheets as of December 31, 2009 and December 31, 2008                            |   19      |
|                                                                                                 |           |
| Consolidated Statements of Operations for the years ended December 31, 2009 and 2008                 |   20      |
|                                                                                                 |           |
| Consolidated Statement of Stockholders’ Deficit for the years ended December 31, 2009 and 2008 |   21      |
|                                                                                                 |           |
| Consolidated Statement of Cash Flows for the years ended December 31, 2009 and 2008                  |   22      |
|                                                                                                 |           |
| Notes to Consolidated Financial Statements                                                           |   23 - 43 |

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| TRANSFER TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES                                                                                                                                                                                                 |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| CONSOLIDATED BALANCE SHEET                                                                                                                                                                                                                                     |   |
| December 31, 2009 and 2008                                                                                                                                                                                                                                     |   |
|                                                                                                                                                                                                                                                           |   |
| ASSETS                                                                                                                                                                                                                                                         |   |
|                                                                                                                                                                                                                                                           |   | 2009 |   |   | Restated 2008 |   |
| CURRENT ASSETS                                                                                                                                                                                                                                                 |   |   |   |   |   |   |
|    Cash                                                                                                                                                                                                                                              |   | $ | 641 |   |   | $ | 144,641 |   |
|    Other current assets                                                                                                                                                                                                                              |   |   | 2,191 |   |   |   | 2,191 |   |
|           Total current assets                                                                                                                                                                                    |   |   | 2,832 |   |   |   | 146,832 |   |
|                                                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |
| FIXED ASSETS                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |   |
|    Equipment, net                                                                                                                                                                                                                                    |   |   | 1,610 |   |   |   | 2,416 |   |
|                                                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |
| Other assets                                                                                                                                                                                                                                                   |   |   |   |   |   |   |   |   |
|    Patent                                                                                                                                                                                                                                            |   |   | - |   |   |   | 11,000 |   |
|                                                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |
| TOTAL ASSETS                                                                                                                                                                                                                                                   |   | $ | 4,442 |   |   | $ | 160,248 |   |
|                                                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                                                                                                                                                    |   |
|                                                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |
| CURRENT LIABILITIES                                                                                                                                                                                                                                            |   |   |   |   |   |   |   |   |
|    Accounts payable                                                                                                                                                                                                                                  |   | $ | 143,267 |   |   | $ | 118,765 |   |
|    Accrued expenses                                                                                                                                                                                                                                  |   |   | 586,872 |   |   |   | 209,863 |   |
|    Liability for stock to be issued                                                                                                                                                                                                                  |   |   | - |   |   |   | 3,015 |   |
|    Convertible notes and notes payable                                                                                                                                                                                                               |   |   | 869,167 |   |   |   | 130,000 |   |
|    Settlement liabilities                                                                                                                                                                                                                            |   |   | 266,857 |   |   |   | - |   |
|    Officer loans                                                                                                                                                                                                                                     |   |   | 75,200 |   |   |   | - |   |
|                                                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |
|           Total current liabilities                                                                                                                                                                               |   |   | 1,941,363 |   |   |   | 461,643 |   |
|                                                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |
|    Commitments and contingencies                                                                                                                                                                                                                     |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |
| STOCKHOLDERS’ DEFICIT                                                                                                                                                                                                                                    |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |
|    Common stock, par value $.001 per share; 250,000,000 shares authorized in 2009 and 2008 and 30,136,286 and 22,798,024 shares issued and 29,687,975 and 22,598,413      outstanding at December 31, 2009 and 2008 respectively |   |   | 30,136 |   |   |   | 22,798 |   |
|    Additional paid-in capital                                                                                                                                                                                                                        |   |   | 44,868,348 |   |   |   | 43,702,470 |   |
|    Treasury stock, 448,311 shares and 199,611 shares at December 31, 2009 and 2008 respectively, at cost                                                                                                                                             |   |   | (51,172 | ) |   |   | (37,838 | ) |
|    Accumulated deficit                                                                                                                                                                                                                               |   |   | (46,784,233 | ) |   |   | (43,988,825 | ) |
|           Total stockholders’ deficit                                                                                                                                                                       |   |   | (1,936,921 | ) |   |   | (301,395 | ) |
|                                                                                                                                                                                                                                                           |   |   |   |   |   |   |   |   |
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                                                                                                                                              |   | $ | 4,442 |   |   | $ | 160,248 |   |

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| TRANSFER TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES                   |   |
|----------------------------------------------------------------------------------|--------|
| CONSOLIDATED STATEMENTS OF OPERATIONS                                            |   |
| FOR THE YEARS ENDED DECEMBER 31, 2009 AND 2008                                   |   |
|                                                                             |   |
|                                                                             |   |
|                                                                             |   | 2009 |   |   | Restated2008 |   |
| REVENUES                                                                         |   |   |   |   |   |   |
|    Net Sales                                                           |   | $ | 96,450 |   |   | $ | - |   |
|           Gross Profit              |   |   | 96,450 |   |   |   | - |   |
|                                                                             |   |   |   |   |   |   |   |   |
| COSTS AND EXPENSES                                                               |   |   |   |   |   |   |   |   |
|    Selling, general and administrative                                 |   |   | 2,422,296 |   |   |   | 2,255,933 |   |
|           Total costs and expenses  |   |   | 2,422,296 |   |   |   | 2,255,933 |   |
|                                                                             |   |   |   |   |   |   |   |   |
| NET LOSS BEFORE OTHER INCOME (LOSS)                                              |   |   | (2,325,846 | ) |   |   | (2,255,933 | ) |
|                                                                             |   |   |   |   |   |   |   |   |
| OTHER INCOME (LOSS)                                                              |   |   |   |   |   |   |   |   |
|    Interest expense, net                                               |   |   | (104,681 | ) |   |   | (441,966 | ) |
|    Legal settlement                                                    |   |   | (302,857 | ) |   |   | - |   |
|    Other                                                               |   |   | (62,024 | ) |   |   | (348 | ) |
|           Total other income (loss) |   |   | (469,562 | ) |   |   | (442,314 | ) |
|                                                                             |   |   |   |   |   |   |   |   |
| LOSS BEFORE INCOME TAX                                                           |   |   | (2,795,408 | ) |   |   | (2,698,247 | ) |
|                                                                             |   |   |   |   |   |   |   |   |
| INCOME TAX                                                                       |   |   | - |   |   |   | - |   |
|                                                                             |   |   |   |   |   |   |   |   |
|                                                                             |   |   |   |   |   |   |   |   |
| NET LOSS                                                                         |   | $ | (2,795,408 | ) |   | $ | (2,698,247 | ) |
|                                                                             |   |   |   |   |   |   |   |   |
|                                                                             |   |   |   |   |   |   |   |   |
| NET LOSS PER COMMON SHARE – BASIC AND DILUTED                              |   | $ | (0.10 | ) |   | $ | (0.18 | ) |
|                                                                             |   |   |   |   |   |   |   |   |
|                                                                             |   |   |   |   |   |   |   |   |
| WEIGHTED AVERAGE OUTSTANDING SHARES OF COMMON STOCK – BASIC AND DILUTED    |   |   | 27,245,536 |   |   |   | 14,679,275 |   |

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| TRANSFER TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES |   |
|----------------------------------------------------------------|--------|
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT         |   |
| FOR THE YEARS ENDED DECEMBER 31, 2009 and 2008 (Restated)      |   |
|                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                           |   |   |   |   |   |   |   | Additional |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                           |   | Common Stock |   |   | Paid-In |   |   | Accumulated |   |   | Subscription |   |   | Treasury Stock |   |   |   |   |
|                                                           |   | Shares |   |   | Amount |   |   | Capital |   |   | Deficit |   |   | Receivable |   |   | Shares |   |   | Amount |   |   | Total |   |
|                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| BALANCE, DECEMBER 31, 2007                                     |   |   | 6,243,982 |   |   | $ | 6,242 |   |   | $ | 40,674,740 |   |   | $ | (41,290,577 |   |   | $ | (1,449 | ) |   |   | - |   |   | $ | - |   |   | $ | (611,044 | ) |
|                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Issuance of common stock for conversion of notes payable       |   |   | 4,314,263 |   |   |   | 4,314 |   |   |   | 1,461,396 |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 1,465,710 |   |
|                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Issuance of common stock for compensation expense              |   |   | 6,959,891 |   |   |   | 6,960 |   |   |   | 1,214,620 |   |   |   | - |   |   |   | 1,449 |   |   |   | - |   |   |   | - |   |   |   | 1,223,029 |   |
|                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Issuance of common stock for settlement of accrued expenses    |   |   | 532,500 |   |   |   | 533 |   |   |   | 270,779 |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 271,312 |   |
|                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Issuance of common stock for stock subscriptions               |   |   | 6,141,857 |   |   |   | 6,142 |   |   |   | 1,224,911 |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 1,231,053 |   |
|                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Stock 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, as previously reported             |   |   | 22,798,024 |   |   | $ | 22,798 |   |   | $ | 44,599,969 |   |   | $ | (44,897,324 | ) |   | $ | - |   |   |   | 199,611 |   |   | $ | (37,838 | ) |   | $ | (312,395 | ) |
|                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Restatement adjustments, see footnote 1                        |   |   | - |   |   |   | - |   |   |   | (897,499 | ) |   |   | 908,499 |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 11,000 |   |
|                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| BALANCE, DECEMBER 31, 2008, as restated                        |   |   | 22,798,024 |   |   | $ | 22,798 |   |   | $ | 43,702,470 |   |   | $ | (43,988,825 | ) |   | $ | - |   |   |   | 199,611 |   |   | $ | (37,838 | ) |   | $ | (301,395 | ) |
|                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Issuance of common stock for services                          |   |   | 7,018,704 |   |   |   | 7,018 |   |   |   | 1,082,772 |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 1,089,790 |   |
|                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Issuance of common stock as inducement to lock up shares       |   |   | 262,890 |   |   |   | 263 |   |   |   | 52,315 |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 52,578 |   |
|                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Issuance of common stock for stock subscriptions               |   |   | 387,550 |   |   |   | 388 |   |   |   | 76,612 |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 77,000 |   |
|                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Stock buy back and cancellation                                |   |   | (330,882 | ) |   |   | (331 | ) |   |   | (45,821 | ) |   |   | - |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | (46,152 | ) |
|                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Treasury stock purchased                                       |   |   | - |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | - |   |   |   | 248,700 |   |   |   | (13,334 | ) |   |   | (13,334 | ) |
|                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Net loss for the year ended December 31, 2009                  |   |   | - |   |   |   | - |   |   |   | - |   |   |   | (2,795,408 | ) |   |   | - |   |   |   | - |   |   |   | - |   |   |   | (2,795,408 | ) |
|                                                           |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| BALANCE, DECEMBER 31, 2009                                     |   |   | 30,136,286 |   |   | $ | 30,136 |   |   | $ | 44,868,348 |   |   | $ | (46,784,233 | ) |   | $ | - |   |   |   | 448,311 |   |   | $ | (51,172 | ) |   | $ | (1,936,921 | ) |

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| TRANSFER TECHNOLOGY INTERNATIONAL CORPORATION AND SUBSIDIARIES                                   |   |
|--------------------------------------------------------------------------------------------------|--------|
| CONSOLIDATED STATEMENTS OF CASH FLOWS                                                            |   |
| FOR THE YEARS ENDED DECEMBER 31, AND 2008                                                        |   |
|                                                                                             |   |   |   |   |   |   |
|                                                                                             |   |   |   |   | Restated |   |
|                                                                                             |   | 2009 |   |   | 2008 |   |
| CASH FLOWS FROM OPERATING ACTIVITIES:                                                            |   |   |   |   |   |   |
|    Net loss                                                                            |   | $ | (2,795,408 | ) |   | $ | (2,698,247 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities:                      |   |   |   |   |   |   |   |   |
| Depreciation and amortization                                                                    |   |   | 806 |   |   |   | 403 |   |
| Stock issued  to directors and executives for compensation                             |   |   | 718,541 |   |   |   | 362,500 |   |
| Stock issued to employees for compensation                                                       |   |   | 10,700 |   |   |   | - |   |
| Stock issued to vendors and consultants for compensation                                         |   |   | 360,550 |   |   |   | 860,528 |   |
| Stock issued to shareholders as inducement for lock up agreement                                 |   |   | 52,578 |   |   |   | - |   |
| Accretion of debt discount                                                                       |   |   | 6,667 |   |   |   | - |   |
| Write off of impaired asset                                                                      |   |   | 11,000 |   |   |   | - |   |
| Interest resulting from beneficial conversion feature of notes payable                           |   |   | - |   |   |   | 429,731 |   |
|                                                                                             |   |   |   |   |   |   |   |   |
| Changes in Certain Assets and Liabilities                                                        |   |   |   |   |   |   |   |   |
| Other current assets                                                                             |   |   | - |   |   |   | (671 | ) |
| Increase (decrease) accounts payable                                                             |   |   | 24,500 |   |   |   | (27,965 | ) |
| Decrease in liability for stock to be issued                                                     |   |   | (3,015 | ) |   |   | (11,985 | ) |
| Increase in settlement liability                                                                 |   |   | 266,857 |   |   |   | - |   |
| Increase (decrease) accrued expenses - net                                                       |   |   | 377,010 |   |   |   | (253,878 | ) |
|                                                                                             |   |   |   |   |   |   |   |   |
|           Net cash used in operating activities     |   |   | (969,214 | ) |   |   | (1,339,584 | ) |
|                                                                                             |   |   |   |   |   |   |   |   |
| CASH FLOWS FROM INVESTING ACTIVITIES                                                             |   |   |   |   |   |   |   |   |
|                                                                                             |   |   |   |   |   |   |   |   |
| Purchase of property and equipment                                                               |   |   | - |   |   |   | (2,819 | ) |
|                                                                                             |   |   |   |   |   |   |   |   |
|           Net cash used in investing activities     |   |   | - |   |   |   | (2,819 | ) |
|                                                                                             |   |   |   |   |   |   |   |   |
| CASH FLOWS FROM FINANCING ACTIVITIES                                                             |   |   |   |   |   |   |   |   |
| Proceeds from issuing stock                                                                      |   |   | 77,000 |   |   |   | 1,231,053 |   |
| Proceeds from officer loans                                                                      |   |   | 75,200 |   |   |   |   |   |
| Payments on notes payable                                                                        |   |   | - |   |   |   | (82,030 | ) |
| Proceeds from bridge loan                                                                        |   |   | - |   |   |   | 98,000 |   |
| Stock buy back and cancellation                                                                  |   |   | - |   |   |   | (247,870 | ) |
| Purchase of Treasury Stock                                                                       |   |   | (59,486 | ) |   |   | (37,838 | ) |
| Proceeds from promissory notes payable                                                           |   |   | 80,000 |   |   |   | - |   |
| Proceeds from convertible notes payable                                                          |   |   | 652,500 |   |   |   | 523,814 |   |
|                                                                                             |   |   |   |   |   |   |   |   |
|           Net cash provided by financing activities |   |   | 825,214 |   |   |   | 1,485,129 |   |
|                                                                                             |   |   |   |   |   |   |   |   |
| NET INCREASE (DECREASE) IN CASH                                                                  |   |   | (144,000 | ) |   |   | 142,726 |   |
|                                                                                             |   |   |   |   |   |   |   |   |
| CASH AND CASH EQUIVALENTS – BEGINNING OF YEAR                                              |   |   | 144,641 |   |   |   | 1,915 |   |
|                                                                                             |   |   |   |   |   |   |   |   |
| CASH AND CASH EQUIVALENTS – END OF YEAR                                                    |   | $ | 641 |   |   | $ | 144,641 |   |
|                                                                                             |   |   |   |   |   |   |   |   |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                                                 |   |   |   |   |   |   |   |   |
|    Issuance of Common Stock for:                                                       |   |   |   |   |   |   |   |   |
|                                                                                             |   |   |   |   |   |   |   |   |
|    Conversion of note payable or accounts payable into common stock                    |   |  $ | - |   |   | $ | 1,465,710 |   |
|    Acquisition of patent                                                               |   |  $ | - |   |   | $ | 11,000 |   |
|    Stock issued to settle accrued expenses                                             |   |  $ | - |   |   | $ | 271,312 |   |
|                                                                                             |   |   |   |   |   |   |   |   |
| CASH PAID DURING THE YEAR:                                                                       |   |   |   |   |   |   |   |   |
|    Interest expense                                                                    |   |  $ | - |   |   | $ | 7,877 |   |

----

----

|                                                                                                                                                                                                               |   |                   |        |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------|-------------|
| ASSETS                                                                                                                                                                                                             |   |
|                                                                                                                                                                                                               |   |                   |        |   |   |   |   |   |   |
|                                                                                                                                                                                                               |   | PreviouslyReported2008 |        |   | Change |   |   | Restated 2008 |   |
| CURRENT ASSETS                                                                                                                                                                                                     |   |                   |        |   |   |   |   |   |   |
|    Cash                                                                                                                                                                                                  |   | $                      | 144,641     |   |   | $ | - |   |   | $ | 144,641 |   |
|    Other current assets                                                                                                                                                                                  |   |                   | 2,191       |   |   |   | - |   |   |   | 2,191 |   |
|           Total current assets                                                                                                                                        |   |                   | 146,832     |   |   |   | - |   |   |   | 146,832 |   |
|                                                                                                                                                                                                               |   |                   |        |   |   |   |   |   |   |   |   |   |
| FIXED ASSETS                                                                                                                                                                                                       |   |                   |        |   |   |   |   |   |   |   |   |   |
|    Equipment, net                                                                                                                                                                                        |   |                   | 2,416       |   |   |   | - |   |   |   | 2,416 |   |
|                                                                                                                                                                                                               |   |                   |        |   |   |   |   |   |   |   |   |   |
| Other assets                                                                                                                                                                                                       |   |                   |        |   |   |   |   |   |   |   |   |   |
|    Patent                                                                                                                                                                                                |   |                   | -           |   |   |   | 11,000 |   |   |   | 11,000 |   |
|                                                                                                                                                                                                               |   |                   |        |   |   |   |   |   |   |   |   |   |
| TOTAL ASSETS                                                                                                                                                                                                       |   | $                      | 149,248     |   |   | $ | 11,000 |   |   | $ | 160,248 |   |
|                                                                                                                                                                                                               |   |                   |        |   |   |   |   |   |   |   |   |   |
| LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                                                                                                        |   |
|                                                                                                                                                                                                               |   |                   |        |   |   |   |   |   |   |   |   |   |
| CURRENT LIABILITIES                                                                                                                                                                                                |   |                   |        |   |   |   |   |   |   |   |   |   |
|    Accounts payable                                                                                                                                                                                      |   | $                      | 118,765     |   |   | $ | - |   |   | $ | 118,765 |   |
|    Accrued expenses                                                                                                                                                                                      |   |                   | 209,863     |   |   |   | - |   |   |   | 209,863 |   |
|    Liability for stock to be issued                                                                                                                                                                      |   |                   | 3,015       |   |   |   | - |   |   |   | 3,015 |   |
|    Convertible notes and notes payable                                                                                                                                                                   |   |                   | 130,000     |   |   |   | - |   |   |   | 130,000 |   |
|                                                                                                                                                                                                               |   |                   |        |   |   |   |   |   |   |   |   |   |
|           Total current liabilities                                                                                                                                   |   |                   | 461,643     |   |   |   | - |   |   |   | 461,643 |   |
|                                                                                                                                                                                                               |   |                   |        |   |   |   |   |   |   |   |   |   |
| STOCKHOLDERS’ DEFICIT                                                                                                                                                                                        |   |                   |        |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                                               |   |                   |        |   |   |   |   |   |   |   |   |   |
|    Common stock, par value $.001 per share; 250,000,000 shares authorized in 2008 and 22,798,024 shares issued and 22,598,413 outstanding       at  December 31, 2008 |   |                   | 22,798      |   |   |   | - |   |   |   | 22,798 |   |
|    Additional paid-in capital                                                                                                                                                                            |   |                   | 44,599,969  |   |   |   | (897,499 | ) |   |   | 43,702,470 |   |
|    Treasury stock, 199,611 shares at December 31, 2008 at cost                                                                                                                                           |   |                   | (37,838     | ) |   |   | - |   |   |   | (37,838 | ) |
|    Accumulated deficit                                                                                                                                                                                   |   |                   | (44,897,324 | ) |   |   | 908,499 |   |   |   | (43,988,825 | ) |
|                                                                                                                                                                                                               |   |                   |        |   |   |   |   |   |   |   |   |   |
|           Total stockholders’ deficit                                                                                                                           |   |                   | (312,395    | ) |   |   | 11,000 |   |   |   | (301,395 | ) |
|                                                                                                                                                                                                               |   |                   |        |   |   |   |   |   |   |   |   |   |
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT                                                                                                                                                                  |   | $                      | 149,248     |   |   | $ | 11,000 |   |   | $ | 160,248 |   |

----

| TRANSFER TECHNOLOGY INTERNATIONAL CORP.NOTES TOCONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2009 AND 2008 CONSOLIDATED STATEMENT OF OPERATIONSFOR THE YEAR ENDED DECEMBER 31, 2008 |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                     |   |   |   |
|                                                                                                                                                                                     |   |   |   |
|                                                                                                                                                                                     |   | PreviouslyReported 2008 |   |   |  Change |   |   | Restated2008 |   |
| REVENUES                                                                                                                                                                                 |   |   |   |   |   |   |   |   |   |
|    Net Sales                                                                                                                                                                   |   | $ | - |   |   | $ | - |   |   | $ | - |   |
|           Gross Profit                                                                                                                      |   |   | - |   |   |   | - |   |   |   | - |   |
|                                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
| COSTS AND EXPENSES                                                                                                                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |
|    Selling, general and administrative                                                                                                                                         |   |   | 2,268,202 |   |   |   | (12,269 | ) |   |   | 2,255,933 |   |
|           Total costs and expenses                                                                                                          |   |   | 2,268,202 |   |   |   | (12,269 | ) |   |   | 2,255,933 |   |
|                                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
| NET LOSS BEFORE OTHER INCOME (LOSS)                                                                                                                                                      |   |   | (2,268,202 | ) |   |   | 12,269 |   |   |   | (2,255,933 | ) |
|                                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
| OTHER INCOME (LOSS)                                                                                                                                                                      |   |   |   |   |   |   |   |   |   |   |   |   |
|    Interest expense, net                                                                                                                                                       |   |   | (1,338,197 | ) |   |   | 896,231 |   |   |   | (441,966 | ) |
|    Legal settlement                                                                                                                                                            |   |   | - |   |   |   | - |   |   |   | - |   |
|    Other                                                                                                                                                                       |   |   | (348 | ) |   |   | - |   |   |   | (348 | ) |
|           Total other income (loss)                                                                                                         |   |   | (1,338,545 | ) |   |   | 896,231 |   |   |   | (442,314 | ) |
|                                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
| LOSS BEFORE INCOME TAX                                                                                                                                                                   |   |   | (3,606,747 | ) |   |   | 908,500 |   |   |   | (2,698,247 | ) |
|                                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
| INCOME TAX                                                                                                                                                                               |   |   | - |   |   |   | - |   |   |   | - |   |
|                                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
| NET LOSS                                                                                                                                                                                 |   | $ | (3,606,747 | ) |   | $ | 908,500 |   |   | $ | (2,698,247 | ) |
|                                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
| NET LOSS PER COMMON SHARE – BASIC AND DILUTED                                                                                                                                      |   | $ | (0.25 | ) |   | $ | 0.06 |   |   | $ | (0.18 | ) |
|                                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
| WEIGHTED AVERAGE OUTSTANDING SHARES OF COMMON STOCK – BASIC AND DILUTED                                                                                                            |   |   | 14,679,327 |   |   |   | - |   |   |   | 14,679,275 |   |

----

| TRANSFER TECHNOLOGY INTERNATIONAL CORP.NOTES TOCONSOLIDATED FINANCIAL STATEMENTSDECEMBER 31, 2009 AND 2008 CONSOLIDATED STATEMENT OF CASH FLOWSFOR THE YEAR ENDED DECEMBER 31, 2008 |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|                                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                     |   | PreviouslyReported |   |   |   |   |   | Restated |   |
|                                                                                                                                                                                     |   | 2008 |   |   | Change |   |   | 2008 |   |
| CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                                                                                    |   |   |   |   |   |   |   |   |   |
|    Net loss                                                                                                                                                                    |   | $ | (3,606,747 | ) |   | $ | 908,500 |   |   | $ | (2,698,247 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities:                                                                                                              |   |   |   |   |   |   |   |   |   |   |   |   |
| Depreciation and amortization                                                                                                                                                            |   |   | 403 |   |   |   | - |   |   |   | 403 |   |
| Stock issued  to directors and executives for compensation                                                                                                                     |   |   | 362,500 |   |   |   | - |   |   |   | 362,500 |   |
| Stock issued to employees for compensation                                                                                                                                               |   |   | - |   |   |   | - |   |   |   | - |   |
| Stock issued to vendors and consultants for compensation                                                                                                                                 |   |   | 860,528 |   |   |   | - |   |   |   | 860,528 |   |
| Stock issued to shareholders as inducement for lock up agreement                                                                                                                         |   |   | - |   |   |   | - |   |   |   | - |   |
| Write off of impaired asset                                                                                                                                                              |   |   | - |   |   |   | - |   |   |   | - |   |
| Interest resulting from beneficial conversion feature of notes payable                                                                                                                   |   |   | 1,338,231 |   |   |   | (908,500 | ) |   |   | 429,731 |   |
|                                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
| Changes in Certain Assets and Liabilities                                                                                                                                                |   |   |   |   |   |   |   |   |   |   |   |   |
| Other current assets                                                                                                                                                                     |   |   | (671 | ) |   |   | - |   |   |   | (671 | ) |
| Increase accounts payable                                                                                                                                                                |   |   | (27,965 | ) |   |   | - |   |   |   | (27,965 | ) |
| Increase in liability for stock to be issued                                                                                                                                             |   |   | (11,985 | ) |   |   | - |   |   |   | (11,985 | ) |
| Increase accrued expenses                                                                                                                                                                |   |   | (253,878 | ) |   |   | - |   |   |   | (253,878 | ) |
|                                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
|           Net cash used in operating activities                                                                                             |   |   | (1,339,584 | ) |   |   | - |   |   |   | (1,339,584 | ) |
|                                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
| CASH FLOWS FROM INVESTING ACTIVITIES                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
| Purchase of property and equipment                                                                                                                                                       |   |   | (2,819 | ) |   |   | - |   |   |   | (2,819 | ) |
|                                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
|           Net cash used in investing activities                                                                                             |   |   | (2,819 | ) |   |   | - |   |   |   | (2,819 | ) |
|                                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
| CASH FLOWS FROM FINANCING ACTIVITIES                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
| Proceeds from issuing stock                                                                                                                                                              |   |   | 1,231,053 |   |   |   | - |   |   |   | 1,231,053 |   |
| Payments on notes payable                                                                                                                                                                |   |   | (82,030 | ) |   |   | - |   |   |   | (82,030 | ) |
| Proceeds from bridge loan                                                                                                                                                                |   |   | 98,000 |   |   |   | - |   |   |   | 98,000 |   |
| Stock buy back and cancellation                                                                                                                                                          |   |   | (247,870 | ) |   |   | - |   |   |   | (247,870 | ) |
| Treasury Stock and other                                                                                                                                                                 |   |   | (37,838 | ) |   |   | - |   |   |   | (37,838 | ) |
| Proceeds from convertible notes payable                                                                                                                                                  |   |   | 523,814 |   |   |   | - |   |   |   | 523,814 |   |
|                                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
|           Net cash provided by financing activities                                                                                         |   |   | 1,485,129 |   |   |   | - |   |   |   | 1,485,129 |   |
|                                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
| NET INCREASE (DECREASE) IN CASH                                                                                                                                                          |   |   | 142,726 |   |   |   | - |   |   |   | 142,726 |   |
|                                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
| CASH AND CASH EQUIVALENTS – BEGINNING OF YEAR                                                                                                                                      |   |   | 1,915 |   |   |   | - |   |   |   | 1,915 |   |
|                                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
| CASH AND CASH EQUIVALENTS – END OF YEAR                                                                                                                                            |   | $ | 144,641 |   |   |   | - |   |   | $ | 144,641 |   |
|                                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                                                                                                                                         |   |   |   |   |   |   |   |   |   |   |   |   |
|    Issuance of Common Stock for:                                                                                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
|    Conversion of note payable or accounts payable into common stock                                                                                                            |   | $ | 1,465,710 |   |   |   | - |   |   | $ | 1,465,710 |   |
|    Stock issued to settle accrued expenses                                                                                                                                     |   | $ | 271,312 |   |   |   | - |   |   | $ | 271,312 |   |
|    Acquisition of patent with stock                                                                                                                                            |   | $ | - |   |   | $ | 11,000 |   |   | $ | 11,000 |   |
|                                                                                                                                                                                     |   |   |   |   |   |   |   |   |   |   |   |   |
| CASH PAID DURING THE YEAR:                                                                                                                                                               |   |   |   |   |   |   |   |   |   |   |   |   |
|     Interest expense                                                                                                                                                      |   | $ | 7,877 |   |   | $ | - |   |   | $ | 7,877 |   |

----

|   | Note 2 - Organization |
|--------|-----------------------|

|   | Note 3 - Basis of Presentation – Going Concern |
|--------|------------------------------------------------------|

|   | Note 4 - Summary of Significant Accounting Policies |
|--------|-----------------------------------------------------|

----

|   | Note 4 - Summary of Significant Accounting Policies (CONTINUED) |
|--------|-----------------------------------------------------------------|

----

|   | Note 4 - Summary of Significant Accounting Policies (CONTINUED) |
|--------|-----------------------------------------------------------------|

|                                                                          |   | December 31,2009 |       |   | RestatedDecember 31,2008 |   |
|-------------------------------------------------------------------------------|--------|------------------|------------|--------|--------------------------|--------|
| NET LOSS                                                                      |   | $                | (2,795,408 | )      |                     | $      | (2,698,247 | ) |
| WEIGHTED AVERAGE OUTSTANDING SHARES OF COMMON STOCK – BASIC AND DILUTED |   |             | 27,245,536 |   |                     |   | 14,679,275 |   |

----

|   | Note 4 - Summary of Significant Accounting Policies (CONTINUED) |
|--------|-----------------------------------------------------------------|

|                                      |   | 2009   |   |   | 2008   |
|-------------------------------------------|--------|--------|--------|--------|--------|
| Computers and equipment                   |   | $      | 2,819  |   |   | $ | 2,819 |   |
| Less:  accumulated depreciation |   |   | 1,209  |   |   |   | 403 |   |
| Computers and equipment - Net             |   | $      | 1,610  |   |   | $ | 2,416 |   |

----

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

----

|                                                                                                                                                                                                  |   |   | Amount   |   |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------------------|--------|
| February 2009 – Unsecured convertible note payable for $ 14,000 including interest at a fixed rate of 13%. The maturity date is February 2010 at which time all principle and interest are due. |   |   | 14,000             |   |
|                                                                                                                                                                                                  |   |   |               |   |
| February 2009 – Unsecured convertible note payable for $ 40,000 including interest at a fixed rate of 13%. The maturity date is February 2010 at which time all principle and interest are due. |   |   | 40,000             |   |
|                                                                                                                                                                                                  |   |   |               |   |
| February 2009 – Unsecured convertible note payable for $ 7,000 including interest at a fixed rate of 13%. The maturity date is February 2010 at which time all principle and interest are due.  |   |   | 7,000              |   |
|                                                                                                                                                                                                  |   |   |               |   |
| February 2009 – Unsecured convertible note payable for $ 5,000 including interest at a fixed rate of 13%. The maturity date is February 2010 at which time all principle and interest are due.  |   |   | 5,000              |   |
|                                                                                                                                                                                                  |   |   |               |   |
| February 2009 – Unsecured convertible note payable for $ 75,000 including interest at a fixed rate of 13%. The maturity date is February 2010 at which time all principle and interest are due. |   |   | 75,000             |   |
|                                                                                                                                                                                                  |   |   |               |   |
| February 2009 – Unsecured convertible note payable for $ 45,000 including interest at a fixed rate of 13%. The maturity date is February 2010 at which time all principle and interest are due. |   |   | 45,000             |   |
|                                                                                                                                                                                                  |   |   |               |   |
| March 2009 – Unsecured convertible note payable for $ 2,500 including interest at a fixed rate of 13%. The maturity date is March 2010 at which time all principle and interest are due.        |   |   | 2,500              |   |
|                                                                                                                                                                                                  |   |   |               |   |
| March 2009 – Unsecured convertible note payable for $9,000 including interest at a fixed rate of 13%. The maturity date is March 2010 at which time all principle and interest are due.         |   |   | 9,000              |   |
|                                                                                                                                                                                                  |   |   |               |   |
| March 2009 – Unsecured convertible note payable for $ 10,000 including interest at a fixed rate of 13%. The maturity date is March 2010 at which time all principle and interest are due.       |   |   | 10,000             |   |
|                                                                                                                                                                                                  |   |   |               |   |
| March 2009 – Unsecured convertible note payable for $ 25,000 including interest at a fixed rate of 13%. The maturity date is March 2010 at which time all principle and interest are due.       |   |   | 25,000             |   |
|                                                                                                                                                                                                  |   |   |               |   |
| March 2009 – Unsecured convertible note payable for $ 12,000 including interest at a fixed rate of 13%. The maturity date is March 2010 at which time all principle and interest are due.       |   |   | 12,000             |   |
|                                                                                                                                                                                                  |   |   |               |   |
| March 2009 – Unsecured convertible note payable for $ 15,000 including interest at a fixed rate of 13%. The maturity date is March 2010 at which time all principle and interest are due.       |   |   | 15,000             |   |

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|                                                                                                                                                                                                                                                                |   | Amount |    |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|---------|
| March 2009 – Unsecured convertible note payable for $ 40,000 including interest at a fixed rate of 13%. The maturity date is March 2010 at which time all principle and interest are due.                                                                     |   |   | 40,000  |   |
|                                                                                                                                                                                                                                                                |   |   |    |   |
| August 2009 – Note payable for $ 200,000 including interest at a fixed rate of 13%. The maturity date is July 2010 at which time all principle and interest are due.  Interest was prepaid ($20,000), and is accreting back to face up to due date. |   |   | 186,667 |   |
|                                                                                                                                                                                                                                                                |   |   |    |   |
| October 2009 – Unsecured convertible note payable for $ 50,000 including interest at a fixed rate of 13%. The maturity date is October 2010 at which time all principle and interest are due.                                                                 |   |   | 50,000  |   |
|                                                                                                                                                                                                                                                                |   |   |    |   |
| March 2009 – Unsecured convertible note payable for $ 6,000 including interest at a fixed rate of 13%. The maturity date is March 2010 at which time all principle and interest are due.                                                                      |   |   | 6,000   |   |
|                                                                                                                                                                                                                                                                |   |   |    |   |
| March 2009 – Unsecured convertible note payable for $ 10,000 including interest at a fixed rate of 13%. The maturity date is March 2010 at which time all principle and interest are due.                                                                     |   |   | 10,000  |   |
|                                                                                                                                                                                                                                                                |   |   |    |   |
| March 2009 – Unsecured convertible note payable for $ 20,000 including interest at a fixed rate of 13%. The maturity date is March 2010 at which time all principle and interest are due.                                                                     |   |   | 20,000  |   |
|                                                                                                                                                                                                                                                                |   |   |    |   |
| April 2009 – Unsecured convertible note payable for $ 4,500 including interest at a fixed rate of 13%. The maturity date is April 2010 at which time all principle and interest are due.                                                                      |   |   | 4,500   |   |
|                                                                                                                                                                                                                                                                |   |   |    |   |
| April 2009 – Unsecured convertible note payable for $ 10,000 including interest at a fixed rate of 13%. The maturity date is April 2010 at which time all principle and interest are due.                                                                     |   |   | 10,000  |   |
|                                                                                                                                                                                                                                                                |   |   |    |   |
| April 2009 – Unsecured convertible note payable for $ 10,000 including interest at a fixed rate of 13%. The maturity date is April 2010 at which time all principle and interest are due.                                                                     |   |   | 10,000  |   |
|                                                                                                                                                                                                                                                                |   |   |    |   |
| June 2009 – Unsecured promissory note payable for $ 30,000 including interest at a fixed rate of 20%. The maturity date is October 2009 at which time all principle and interest are due.                                                                     |   |   | 30,000  |   |
|                                                                                                                                                                                                                                                                |   |   |    |   |
| June 2009 – Unsecured convertible note payable for $ 10,000 including interest at a fixed rate of 13%. The maturity date is June 2010 at which time all principle and interest are due.                                                                       |   |   | 10,000  |   |
|                                                                                                                                                                                                                                                                |   |   |    |   |
| July 2009 – Unsecured convertible note payable for $ 8,000 including interest at a fixed rate of 13%. The maturity date is June 2010 at which time all principle and interest are due.                                                                        |   |   | 8,000   |   |

----

|                                                                                                                                                                                          |   | Amount |    |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|---------|
| July 2009 – Unsecured convertible note payable for $ 10,000 including interest at a fixed rate of 13%. The maturity date is June 2010 at which time all principle and interest are due. |   |   | 10,000  |   |
|                                                                                                                                                                                          |   |   |    |   |
| Total Convertible notes and notes payable.                                                                                                                                                    |   | $      | 869,167 |   |

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

----

|                                                                                                                                                                                                                                                             |   | Amount |   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|
| May 2009 – Unsecured promissory note payable for $ 50,000, bearing interest at a fixed rate of 8%. The maturity date was August 2009 at which time all principle and interest was due or note may be extended for an additional 90 days on the same terms. |   |   | 50,000 |   |
|                                                                                                                                                                                                                                                             |   |   |   |   |
| July 2009 – Unsecured promissory note payable for $ 15,000, bearing interest at a fixed rate of 10%. The maturity date is June 2010 at which time all principle and interest are due.                                                                      |   |   | 15,000 |   |
|                                                                                                                                                                                                                                                             |   |   |   |   |
| September 2009 – Unsecured promissory note payable for $ 5,000, bearing interest at a fixed rate of 10%. The maturity date is June 2010 at which time all principle and interest are due.                                                                  |   |   | 5,000  |   |
|                                                                                                                                                                                                                                                             |   |   |   |   |
| November 2009 – Unsecured promissory note payable for $ 1,200, bearing interest at a fixed rate of 10%. The maturity date is November 2010 at which time all principle and interest are due.                                                               |   |   | 1,200  |   |
|                                                                                                                                                                                                                                                             |   |   |   |   |
| December 2009 – Unsecured promissory note payable for $ 4,000, bearing interest at a fixed rate of 10%. The maturity date is December 2010 at which time all principle and interest are due.                                                               |   |   | 4,000  |   |
|                                                                                                                                                                                                                                                             |   |   |   |   |
| Total Officer Loans                                                                                                                                                                                                                                              |   | $      | 75,200 |   |

----

----

|                |   | December 31,2009 |       |   | December 31,2008 Restated |   |
|---------------------|--------|------------------|------------|--------|---------------------------|--------|
| Deferred tax assets |   | $                | 1,922,782  |   |                      | $      | 944,389 |   |
| Less: valuation     |   |             | (1,922,782 | )      |                      |   | (944,389 | ) |
| Totals              |   | $                | -          |   |                      | $      | - |   |

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|   |   |   |   |   |   |   |   |
|--------|--------|--------|--------|--------|--------|--------|--------|

| Year                       | Warrant Type          | Warrant Shares |   | Exercise Price | Expiration Date |
|----------------------------|-----------------------|----------------|--------|----------------|-----------------|
|                       |                  |           |   |           |            |
| 2005                       | Notes payable warrant | 50,000         |   | 0.92           | None            |
|                       |                  |           |   |           |            |
| 2008                       | Class A warrants      | 5,529,038      |   | 1.25           | Various 2010    |
| 2008                       | Class B warrants      | 5,529,038      |   | 1.25           | Various 2011    |
|                       |                  | 11,058,076     |   |           |            |
|                       |                  |           |   |           |            |
| 2009                       | Class A warrants      | 386,500        |   | (A)            | Various 2010    |
| 2009                       | Class B warrants      | 386,500        |   | (B)            | Various 2011    |
|                       |                  | 773,000        |   |           |            |
|                       |                  |           |   |           |            |
| Total warrants outstanding | 11,831,076            |           |   |           |

| Year                       | Warrant Type          | Warrant Shares |   | Exercise Price | Expiration Date |
|----------------------------|-----------------------|----------------|--------|----------------|-----------------|
|                       |                  |           |   |           |            |
| 2005                       | Notes payable warrant | 50,000         |   | 0.92           | None            |
|                       |                  |           |   |           |            |
| 2006                       | Broker warrants       | 50,000         |   | 0.5            | Mar 2009        |
|                       |                  |           |   |           |            |
| 2008                       | Class A warrants      | 5,529,038      |   | 1.25           | Various 2010    |
| 2008                       | Class B warrants      | 5,529,038      |   | 1.25           | Various 2011    |
|                       |                  | 11,058,076     |   |           |            |
|                       |                  |           |   |           |            |
| Total warrants outstanding | 11,158,076            |           |   |           |

| (A)   | 5 day average prior to exercise, discounted at 25%, or $0.50 per share, whichever is lower, with a floor of $0.20. |
|-----------------|--------------------------------------------------------------------------------------------------------------------|

| (B)   | 5 day average prior to exercise, discounted at 20%, or $1.25 per share, whichever is lower, with a floor of $0.75. |
|-----------------|--------------------------------------------------------------------------------------------------------------------|

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----

----

----

|   | 1. | Identify and/or retain a second employee or member of management who is appropriately trained who will also have dual control with respect to the receipt of cash and the making of cash disbursements; and |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | 2. | Establish formal general accounting policies and procedures.                                                                                                                                                |

----

| Name                        | Age | Position(s)                                                |
|-----------------------------|-----|------------------------------------------------------------|
| Chris Trina                 | 46  | Chief Executive Officer, President, Secretary and Director |
| Robert J. Calamunci         | 53  | Chief Financial Officer and Chief Accounting Officer       |
| Henry G. "Harry" Ulrich III | 61  | Director                                                   |
| William Parsons             | 61  | Director                                                   |
| Sandy W. Shultz, M.D.       | 56  | Director                                                   |

----

----

| Name                  | Late Reports | Transactions not Reported | Reports not Filed |
|-----------------------|--------------|---------------------------|-------------------|
| Chris Trina           |         | 1                         | 1                 |
| Robert J. Calamunci   |         | 1                         | 1                 |
| William Parsons       |         | 1                         | 1                 |
| Sandy W. Shultz, M.D. |         | 1                         | 1                 |

| Name and principal position    | Year           | Salary ($)               | Stock Awards ($) | Total ($)                      |
|--------------------------------|----------------|--------------------------|------------------|--------------------------------|
| Chris Trina, CEO (1)           | 200920082007   | $175,384$240,000$108,242 | $625,149         | $800,533$240,000$108,242  |
|  Robert J. Calamunci, CFO | 20092008  | $54,000$32,308      | $6,500           | $60,500$32,308            |
| Steven Weldon, former CEO (2)  | 2007      | $52,038             | 0           | $52,038                   |

| (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.  He did not receive his full compensation during 2009, due to lack of funding for the Company. |
|-----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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

----

| Title of class | Name and address of beneficial owner                            | Amount and nature of beneficial ownership(1) | Percent of class |
|----------------|-----------------------------------------------------------------|----------------------------------------------|------------------|
| Common         | Chris Trina2206 Bay Club CircleTampa, FL  33607  | 5,850,989                                    | 18.9%            |

| Title of class | Name of beneficial owner                  | Amount and nature of beneficial ownership(1) | Percent of class |
|----------------|-------------------------------------------|----------------------------------------------|------------------|
| Common         | Chris Trina                               | 5,850,989                                    | 18.9%            |
| Common         | Sandy W. Shultz, M.D.                     | 983,534                                      | 3.2%             |
| Common         | Henry G. "Harry" Ulrich III               | 400,000                                      | 1.3%             |
| Common         | William Parsons                           | 830,454                                      | 2.7%             |
| Common         | Robert J. Calamunci                       | 303,900                                      | 1.0%             |
| Common         | All officers and directors as a group (5) | 8,368,877                                    | 27.1%            |

----

|                   | Fiscal 2008 | Fiscal 2009     |
|------------------------|-------------|-----------------|
| Audit Fees (1)         | $27,000     |   $70,000  |
| Audit-Related Fees (2) | 13,500      |   $45,000  |
| Tax Fees               | -           |   -        |
| All other Fees         | -           |   -        |
| Total                  | $40,500     |   $115,000 |

| (1) | Audit Fees – Audit fees billed to the Company by its outside independent accountants for auditing the Company’s annual financial statements for 2008 and 2009 respectively.                                                                 |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Audit-Related Fees– Review fees billed to the Company by its outside independent accountants for reviewing the Company’s quarterly financial statements for the calendar quarters during the fiscal years ended December 31, 2008 and 2009. |

|   |                                                                                                                                                      |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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.                            |
|   |                                                                                                                                                      |
| 99.1   | NASDAQ Rule 4200(a)(15)                                                                                                                                   |

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