SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

FAIN PHILIP A

(Last)

(First)

(Middle)

C/O CXO ON THE GO OF DELAWARE, LLC

3349 MONROE AVENUE, # 256

(Street)

ROCHESTER

14618

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TORVEC INC [ TOVC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		SEE REMARKS

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock			3⁽¹⁾				5,546⁽¹⁾⁽²⁾	D
Common Stock							18,321⁽³⁾	D
Common Stock			3⁽¹⁾				7,863⁽¹⁾⁽⁴⁾	I	By CXO on the GO, LLC
Common Stock	07/09/2004		J4⁽⁵⁾	7,576⁽⁵⁾	A	$6.6	26,469⁽⁶⁾	I	By CXO on the GO, LLC
Common Stock	08/19/2004		J4⁽⁵⁾	9,009⁽⁵⁾	A	$5.55	26,469⁽⁶⁾	I	By CXO on the GO, LLC
Common Stock	09/09/2004		J4⁽⁵⁾	8,621⁽⁵⁾	A	$5.8	26,469⁽⁶⁾	I	By CXO on the GO, LLC
Common Stock	10/04/2004		J4⁽⁵⁾	12,048⁽⁵⁾	A	$4.15	26,469⁽⁶⁾	I	By CXO on the GO, LLC
Common Stock	11/08/2004		J4⁽⁵⁾	11,494⁽⁵⁾	A	$4.35	26,469⁽⁶⁾	I	By CXO on the GO, LLC
Common Stock	12/06/2004		J4⁽⁵⁾	10,989⁽⁵⁾	A	$4.55	26,469⁽⁶⁾	I	By CXO on the GO, LLC
Common Stock	01/06/2005		J4⁽⁵⁾	8,696⁽⁵⁾	A	$5.75	26,469⁽⁶⁾	I	By CXO on the GO, LLC
Common Stock	02/07/2005		J4⁽⁵⁾	9,615⁽⁵⁾	A	$5.2	26,469⁽⁶⁾	I	By CXO on the GO, LLC
Common Stock	03/08/2005		J4⁽⁵⁾	11,521⁽⁵⁾	A	$4.34	26,469⁽⁶⁾	I	By CXO on the GO, LLC
Common Stock	04/08/2005		J4⁽⁵⁾	12,500⁽⁵⁾	A	$4	26,469⁽⁶⁾	I	By CXO on the GO, LLC
Common Stock	05/11/2005		J4⁽⁷⁾	15,625⁽⁷⁾	A	$3.2	48,373⁽⁷⁾	I	By CXO on the GO of Delaware, LLC
Common Stock	06/02/2005		J4⁽⁷⁾	17,123⁽⁷⁾	A	$2.92	48,373⁽⁷⁾	I	By CXO on the GO of Delaware, LLC
Common Stock	07/12/2005		J4⁽⁷⁾	15,625⁽⁷⁾	A	$3.2	48,373⁽⁷⁾	I	By CXO on the GO of Delaware, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares were inadvertently omitted from the reporting person's original Form 3.

2. Reflects number of shares directly owned by the reporting person as of June 15, 2004, the date on which the reporting person became an officer of Torvec, Inc.

3. Includes distribution of 12,775 shares of Torvec, Inc. from CXO on the GO, LLC to the reporting person during the period from June 29, 2004 to February 14, 2005. The reporting person is a member of CXO on the GO, LLC. As of the date of the filing of this report on Form 5, the reporting person owns these shares directly.

4. Reflects number of shares indirectly owned by the reporting person as of June 15, 2004, the date on which the reporting person became an officer of Torvec, Inc. The shares reported here reflect shares issued by Torvec, Inc. to, and held by, CXO on the GO, LLC. Only a portion of such shares have been, or may in the future be, distributed to the reporting person. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

5. These shares were issued by Torvec, Inc. to CXO on the GO, LLC as compensation for consulting services provided by CXO on the GO, LLC, a limited liability company of which the reporting person is a member. The shares reported here reflect shares issued by Torvec, Inc. to, and held by, CXO on the GO, LLC. Only a portion of such shares have been, or may in the future be, distributed to the reporting person. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

6. Excludes shares distributed by CXO on the GO, LLC to the reporting person and its other members during the period from June 29, 2004 to February 14, 2005. The shares reported here reflect shares held by CXO on the GO, LLC. Only a portion of such shares may in the future be distributed to the reporting person. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

7. These shares were issued by Torvec, Inc. to CXO on the GO of Delaware, LLC as compensation for consulting services provided by CXO on the GO of Delaware, LLC and are held by CXO on the GO of Delaware, LLC. The reporting person is a member of CXO on the GO of Delaware, LLC. Only a portion of such shares may in the future be distributed to the reporting person. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Remarks:

As of the date of the filing of this report, the reporting person is not an officer or director of Torvec, Inc. The reporting person was the Chief Financial Officer of Torvec, Inc. from June 15, 2004 to August 19, 2005, the Chief Executive Officer of Torvec, Inc. from March 3, 2005 to August 19, 2005, and a director of Torvec, Inc. from March 29, 2005 to October 26, 2005.

	/s/ Philip A. Fain	01/26/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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