10QSB 1 d10qsb.htm FORM 10-QSB Form 10-QSB

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 


FORM 10-QSB

 


 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended March 31, 2006

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from            , 20    , to            , 20    .

Commission File Number 333-109118

 


Turbine Truck Engines, Inc.

(Exact Name of Registrant as Specified in Charter)

 


Delaware   59-3691650

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification Number)

1301 International Speedway Boulevard, Deland, Florida 32724

(Address of Principal Executive Offices)

(386) 943-8358

(Registrant’s Telephone Number, Including Area Code)

 


Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  YES    ¨  NO

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  YES    x  NO

There were 11,783,175 shares of the Registrant’s $.001 par value common stock outstanding as of March 31, 2006.

Transitional Small Business Format (check one)    Yes  ¨    NO  x

 



Turbine Truck Engines, Inc.

(A Development Stage Company)

Contents

 

Part I – Financial Information     
Item 1.    Financial Statements    1
Item 2.    Management’s Discussion & Analysis of Financial Condition or Plan of Operation    13
Item 3.    Controls and Procedures    16
Part II – Other Information   
Item 1.    Legal Proceedings    17
Item 2.    Changes in Securities    17
Item 3.    Defaults Upon Senior Securities    17
Item 4.    Submission of Matters to a Vote of Security Holders    17
Item 5.    Other Matters    17
Item 6.    Exhibits and Reports on Form 8-K    18
Signatures    19


PART I — FINANCIAL INFORMATION

Statements in this Form 10QSB Quarterly Report may be “forward-looking statements.” Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on our current expectations, estimates and projections about our business based, in part, on assumptions made by our management. These assumptions are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in this Form 10QSB Quarterly Report, under “Management’s Discussion and Analysis of Financial Condition and Results of Operations and in other documents which we, file with the Securities and Exchange Commission.

In addition, such statements could be affected by risks and uncertainties related to our financial condition, factors that affect our industry, market and customer acceptance, changes in technology, fluctuations in our quarterly results, our ability to continue and manage our growth, liquidity and other capital resource issues, competition, fulfillment of contractual obligations by other parties and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 10QSB Quarterly Report, except as required by law.


Item 1. Financial Statements

Financial Statements

Turbine Truck Engines, Inc.

(A Development Stage Enterprise)

Financial Statements

As of March 31, 2006 (unaudited) and for the

three months ended March 31, 2006 and 2005(unaudited)

and the Period November 27, 2000 (Date of Inception)

through March 31, 2006 (unaudited)

Contents

Financial Statements:

 

Balance Sheet

   3

Statements of Operations

   4

Statement of Changes in Stockholders’ Deficit

   5 -8

Statements of Cash Flows

   9 -10

Notes to Financial Statements

   11-12


Turbine Truck Engines, Inc.

(A Development Stage Enterprise)

Balance Sheet

March 31, 2006

(unaudited)

 

Assets   
Current assets:   

Cash

   $ 1,279  

Prepaid expenses

     5,367  
        
Total current assets      6,646  
Furniture and equipment, net of accumulated depreciation of   

$3,991

     4,298  
        
   $ 10,944  
        
Liabilities and Stockholders’ Deficit   
Current liabilities:   

Accounts payable

   $ 24,104  

Accrued expenses

     66,230  

Accrued interest

     12,879  

Accrued royalty fees

     291,667  

Accrued payroll

     108,538  

Due to related party

     16,988  
        
Total current liabilities      520,406  
        
Note payable to stockholder      1,901  
        
Stockholders’ deficit:   

Preferred stock; $.001 par value; 1,000,000 shares authorized; 0 shares issued and outstanding Common stock; $.001 par value; 99,000,000 shares authorized; 11,783,175 shares issued and outstanding

  
     11,784  

Additional paid-in capital

     3,988,615  

Deficit accumulated during development stage

     (4,500,005 )

Prepaid consulting services paid with common stock

     (11,667 )

Subscription receivable

     (90 )
        
Total stockholders’ deficit      (511,363 )
        
   $ 10,944  
        

 

The accompanying notes are an integral part of the financial statements.

 

3


Turbine Truck Engines, Inc.

(A Development Stage Enterprise)

Statements of Operations

 

                 

Period
November 27,
2000 (Date of
Inception) through
March 31,

2006

 
     

Three Months Ended

March 31,

   
     2006     2005    
     (Unaudited)       (Unaudited)  

Research and development costs

   $ 7,333       $ 2,742,982  

Operating costs

     118,110     $ 236,588       1,690,936  
                        
     125,443       236,588       4,433,918  

Interest expense

     662       660       66,087  
                        

Net loss

   $ (126,105 )   $ (237,248 )   $ (4,500,005 )
                        

Net loss per share

   $ (.01 )   $ (.02 )   $ (.41 )
                        

Weighted average number of common shares

     11,772,276       11,429,800       10,885,124  
                        
      

The accompanying notes are an integral part of the financial statements.

 

4


Turbine Truck Engines, Inc.

(A Development Stage Enterprise)

Statements of Changes in Stockholders’ Deficit

For the Three Months Ended March 31, 2006 (unaudited)

and the Period November 27, 2000 (Date of Inception)

through March 31, 2006 (unaudited)

 

      Common Stock  
      Shares     Amount  

Issuance of common stock for option to acquire license and stock subscription receivable, December 2000

   10,390,000     $ 10,390  

Net loss for the period

    
              

Balance, December 31, 2000

   10,390,000       10,390  

Issuance of common stock for cash, February 2001*

   10,000       10  

Issuance of common stock for cash, March 2001*

   10,000       10  

Issuance of common stock for cash, August 2001*

   10,000       10  

Issuance of common stock for cash, September 2001*

   55,000       55  

Payment for common stock issued under subscription receivable

    

Net loss

    
              

Balance, December 31, 2001

   10,475,000       10,475  

Issuance of common stock for cash, January 2002*

   5,000       5  

Issuance of common stock for cash, February 2002*

   10,000       10  

Issuance of common stock for cash, April 2002*

   25,000       25  

Issuance of common stock for cash, May 2002*

   65,000       65  

Issuance of common stock for cash, June 2002*

   70,000       70  

Issuance of common stock for cash, August 2002*

   10,000       10  

Issuance of common stock for cash, October 2002*

   10,000       10  

Issuance of common stock to acquire licensing agreement, July 2002*

   5,000,000       5,000  

Shares returned to treasury by founding stockholder, July 2002

   (5,000,000 )     (5,000 )

Net loss

    
              

Balance, December 31, 2002

   10,670,000       10,670  

Issuance of common stock for cash, February 2003*

   207,000       207  

Issuance of common stock for cash, September 2003*

   30,000       30  

Issuance of common stock for services, September 2003*

   290,000       290  

Payment for common stock issued under subscription agreement

    

Offering costs for private placement offering

    

Net loss

    
              

Balance, December 31, 2003

   11,197,000       11,197  

Issuance of notes payable with beneficial conversion feature

    

Issuance of common stock for services, September 2004 ($2.00 per share)

   20,000       20  

Conversion of notes payable, August 2004 ($2.00 per share)

   31,125       31  

Issuance of common stock for cash, September 2004 ($2.00 per share)

   25,025       25  

Issuance of common stock for cash, October 2004 ($2.00 per share)

   1,000       1  

Issuance of common stock for cash, November 2004 ($2.00 per share)

   3,500       4  

Issuance of common stock for cash, December 2004 ($2.00 per share)

   3,000       3  

Amortization of offering costs related to Form SB-2 filing

    

Amortization of stock for services related to Form SB-2 offering

    

Contribution from shareholder

    

Net loss

    
              

Balance, December 31, 2004

   11,280,650     $ 11,281  
              

* Common stock issued at $.50 per share.

The accompanying notes are an integral part of the financial statements.

 

5


    

Additional

Paid-In

Capital

  

Deficit

Accumulated

During

Development

Stage

   

Deferred

Non-Cash

Offering

Costs

   

Prepaid Services

Paid for with

Common Stock

   Subscription
Receivable
    Total  

Issuance of common stock for option to acquire license and stock subscription receivable, December 2000

            $ (390 )   $ 10,000  

Net loss for the period

     $ (4,029 )            (4,029 )
                               

Balance, December 31, 2000

       (4,029 )          (390 )     5,971  

Issuance of common stock for cash, February 2001*

  $ 4,990               5,000  

Issuance of common stock for cash, March 2001*

    4,990               5,000  

Issuance of common stock for cash, August 2001*

    4,990               5,000  

Issuance of common stock for cash, September 2001*

    27,445               27,500  

Payment for common stock issued under subscription receivable

              300       300  

Net loss

       (31,789 )            (31,789 )
                                   

Balance, December 31, 2001

    42,415      (35,818 )          (90 )     16,982  

Issuance of common stock for cash, January 2002*

    2,495               2,500  

Issuance of common stock for cash, February 2002*

    4,990               5,000  

Issuance of common stock for cash, April 2002*

    12,475               12,500  

Issuance of common stock for cash, May 2002*

    32,435               32,500  

Issuance of common stock for cash, June 2002*

    34,930             (2,500 )     32,500  

Issuance of common stock for cash, August 2002*

    4,990               5,000  

Issuance of common stock for cash, October 2002*

    4,990               5,000  

Issuance of common stock to acquire licensing agreement, July 2002*

    2,495,000               2,500,000  

Shares returned to treasury by founding stockholder, July 2002

    5,000            

Net loss

       (2,796,768 )            (2,796,768 )
                                   

Balance, December 31, 2002

    2,639,720      (2,832,586 )          (2,590 )     (184,786 )

Issuance of common stock for cash, February 2003*

    103,293               103,500  

Issuance of common stock for cash, September 2003*

    14,970               15,000  

Issuance of common stock for services, September 2003*

    144,710      $ (74,850 )          70,150  

Payment for common stock issued under subscription agreement

              2,500       2,500  

Offering costs for private placement offering

    (33,774)               (33,774 )

Net loss

       (190,567 )            (190,567 )
                                         

Balance, December 31, 2003

    2,868,919      (3,023,153 )     (74,850 )        (90 )     (217,977 )

Issuance of notes payable with beneficial conversion feature

    19,507               19,507  

Issuance of common stock for services, September 2004 ($2.00 per share)

    39,980               40,000  

Conversion of notes payable, August 2004 ($2.00 per share)

    62,219               62,250  

Issuance of common stock for cash, September 2004 ($2.00 per share)

    50,025               50,050  

Issuance of common stock for cash, October 2004 ($2.00 per share)

    1,999               2,000  

Issuance of common stock for cash, November 2004 ($2.00 per share)

    6,996               7,000  

Issuance of common stock for cash, December 2004 ($2.00 per share)

    5,997               6,000  

Amortization of offering costs related to Form SB-2 filing

    (10,159)               (10,159 )

Amortization of stock for services related to Form SB-2 offering

    (6,317)               6,317  

Contribution from shareholder

    18,256               18,256  

Net loss

       (282,009 )            (282,009 )
                                             

Balance, December 31, 2004

  $ 3,057,422    $ (3,305,162 )   $ (68,533 )   $      $ (90 )   $ (305,082 )
                                             

 

6


Turbine Truck Engines, Inc.

(A Development Stage Enterprise)

Statements of Changes in Stockholders’ Deficit

For the Three Months Ended March 31, 2006 (unaudited)

and the Period November 27, 2000 (Date of Inception)

through March 31, 2006 (unaudited)

 

     Common Stock
      Shares    Amount

Issuance of common stock for services, January 2005 ($2.00 per share)

     80,000    $ 80

Issuance of common stock in satisfaction of a note payable, February 2005 ($2.00 per share)

     125,000      125

Issuance of common stock for cash, February 2005 ($2.00 per share)

     3,200      3

Issuance of common stock for cash, March 2005 ($2.00 per share)

     1,500      1

Amortization of offering costs related to Form SB-2 filing

     

Amortization of stock for services related to Form SB-2 offering

     

Issuance of common stock for services, April 2005 ($2.00 per share)

     5,000      5

Capital contribution from stockholder, May 2005

     

Issuance of common stock for cash, May 2005 ($2.00 per share)

     15,550      16

Write off of stock for services related to Form SB-2 filing

     

Issuance of common stock for cash, June 2005 ($2.00 per share)

     9,100      9

Issuance of common stock for services, June 2005 ($1.70 per share)

     100,000      100

Capital contribution from stockholder, June 2005

     

Issuance of common stock for cash, August 2005 ($1.00 per share)

     5,000      5

Issuance of common stock for services, July 2005 ($1.00 per share)

     40,000      40

Amortization of prepaid services paid for with common stock

     

Write off prepaid services paid for with common stock due to terminated agreement

     

Issuance of common stock for cash, October ($1.00 per share)

     25,000      25

Issuance of common stock for cash, November ($1.00 per share)

     20,000      20

Issuance of common stock for cash, December ($1.00 per share)

     5,000      5

Net loss

     
             

Balance, December 31, 2005

     11,715,000      11,715

Issuance of common stock for cash, January ($1.00 per share) (unaudited)

     65,000      65

Issuance of common stock for cash, February ($1.00 per share) (unaudited)

     1,500      2

Amortization of prepaid services paid for with common stock

     

Issuance of common stock for cash, March ($1.00 per share) (unaudited)

     1,675      2

Net loss for the period ended (unaudited)

     
             

Balance March 31, 2006 (unaudited)

   $ 11,783,175    $ 11,784
             

The accompanying notes are an integral part of the financial statements.

 

7


     Additional
Paid-In
Capital
   Deficit
Accumulated
During
Development
Stage
    Deferred
Non-Cash
Offering
Costs
    Prepaid Services
Paid for with
Common Stock
    Subscription
Receivable
    Total  

Issuance of common stock for services, January 2005 ($2.00 per share)

  $ 159,920            $ 160,000  

Issuance of common stock in satisfaction of a note payable, February 2005 ($2.00 per share)

    249,875              250,000  

Issuance of common stock for cash, February 2005 ($2.00 per share)

    6,397              6,400  

Issuance of common stock for cash, March 2005 ($2.00 per share)

    2,999              3,000  

Amortization of offering costs related to Form SB-2 filing

    (31,216)              (31,216 )

Amortization of stock for services related to Form SB-2 offering

         (19,413 )       $ 19,413  

Issuance of common stock for services, April 2005 ($2.00 per share)

    9,995              10,000  

Capital contribution from stockholder, May 2005

    170,000              170,000  

Issuance of common stock for cash, May 2005 ($2.00 per share)

    31,084              31,100  

Write off of stock for services related to Form SB-2 filing

         49,120           49,120  

Issuance of common stock for cash, June 2005 ($2.00 per share)

    18,191              18,200  

Issuance of common stock for services, June 2005 ($1.70 per share)

    169,900        $ (170,000 )    

Capital contribution from stockholder, June 2005

    450              450  

Issuance of common stock for cash, August 2005 ($1.00 per share)

    4,995              5,000  

Issuance of common stock for services, July 2005 ($1.00 per share)

    39,960          (40,000 )    

Amortization of prepaid services paid for with common stock

           26,833         26,833  

Write off prepaid services paid for with common stock due to terminated agreement

           161,500         161,500  

Issuance of common stock for cash, October ($1.00 per share)

    24,975              25,000  

Issuance of common stock for cash, November ($1.00 per share)

    19,980              20,000  

Issuance of common stock for cash, December ($1.00 per share)

    4,995              5,000  

Net loss

     $ (1,068,738 )           (1,068,738 )
                                              

Balance, December 31, 2005

    $3,920,509    $ (4,373,900 )   $       $ (21,667 )   $ (90 )   $ (463,433 )
                                              

Issuance of common stock for cash, January ($1.00 per share) (unaudited)

    64,935              65,000  

Issuance of common stock for cash, February ($1.00 per share) (unaudited)

    1,498              1,500  

Amortization of prepaid services paid for with common stock

           10,000         10,000  

Issuance of common stock for cash, March ($1.00 per share) (unaudited)

    1,673              1,675  

Net loss for the period ended (unaudited)

       (126,105 )           (126,105 )
                                              

Balance March 31, 2006 (unaudited)

    $3,988,615    $ (4,500,005 )     $ $(11,667 )   $ (90 )   $ (511,363 )
                                              

 

 

 

8


Turbine Truck Engines, Inc.

(A Development Stage Enterprise)

Statements of Cash Flows

 

                 Period
November 27,
2000 (Date of
Inception) through
March 31, 2006
 
    

Three Months Ended

March 31,

   
     2006     2005    
     (unaudited)     (unaudited)     (unaudited)  
Operating activities       
Net loss    $ (126,105 )   $ (237,248 )   $ (4,500,005 )
Adjustments to reconcile net loss to net cash used by operating activities:       
Common stock and long-term debt issued for acquisition of license agreement          2,735,649  
Common stock issued for services      10,000       160,000       478,483  
Contribution from shareholder          188,706  
Write off deferred offering costs          119,383  
Write off of deferred non cash offering costs          49,120  
Depreciation      605       228       3,991  
Amortization of discount on notespayable          33,858  
Increase in prepaid expenses (Decrease) increase in:      (5,367 )       (5,367 )

Accounts payable

     (25,804 )     (6,791 )     24,104  

Accrued expenses

       7,500       66,230  

Accrued payroll

     14,882       13,747       108,538  

Accrued interest

       660       12,879  

Accrued royalty fees

     62,500       41,667       291,667  
                        
Total adjustments      56,816       217,011       4,107,241  
                        

Net cash used by operating activities

     (69,289 )     (20,237 )     (392,764 )
                        
Investing activities       

Issuance of notes receivable from stockholders

         (23,000 )

Repayment of notes receivable from stockholders

         22,095  

Advances to related party

         805  

Purchase of fixed assets

     (3,094 )       (8,289 )
                  

Net cash used by investing activities

     (3,094 )       (8,389 )
                  
Financing activities       

Repayment of stockholder advances

     (8,000 )     (1,000 )     (54,247 )

Advances from stockholders

       14,900       73,235  

Increase in deferred offering costs

         (194,533 )

Proceeds from issuance of common stock

     68,175       9,400       515,817  

Proceeds from issuance of subscription

         (90 )

Proceeds from issuance of notes payable

         62,250  
                        
Net cash provided by financing activities      60,175       23,300       402,432  
                        
Net (decrease) increase in cash      (12,208 )     3,063       1,279  
Cash at beginning of year/period      13,487       27    
                        
Cash at end of year/period    $ 1,279     $ 3,090     $ 1,279  
                        

The accompanying notes are an integral part of the financial statements.

 

9


                Period
November 27,
2000 (Date of
Inception) through
March 31, 2006
     

Three Months Ended

March 31,

  
      2005    2006   
     (unaudited)    (unaudited)    (unaudited)

Supplemental disclosures of cash flow informationand noncash investing and financing activities:

        

Cash paid for interest

   $ 0    $ 0    $ 0
                    

Subscription receivable for issuance of common stock

   $ 0    $ 0    $ 90
                    

Option to acquire license for issuance of common stock

   $ 0    $ 0    $ 10,000
                    

Deferred offering costs netted against issuance of common stock under private placement

   $ 0    $ 0    $ 33,774
                    

Deferred offering costs netted against issuance of common stock

   $ 0    $ 15,613    $ 41,735
                    

Value of beneficial conversion feature of notes payable

   $ 0    $ 0    $ 19,507
                    

Deferred non-cash offering costs in connection with private placement

   $ 0    $ 0    $ 74,850
                    

Application of amount due from shareholder against related party debt

   $ 0    $ 0    $ 8,099
                    

Amortization of offering costs related to stock for services

   $ 0    $ 9,708    $ 25,730
                    

Settlement of notes payable in exchange for common stock

   $ 0    $ 250,000    $ 250,000
                    

The accompanying notes are an integral part of the financial statements.

 

10


Turbine Truck Engines, Inc.

(A Development Stage Enterprise)

Notes to Financial Statements

For the Three Months Ended March 31, 2006 and 2005 (unaudited)

and the Period November 27, 2000 (Date of Inception)

through March 31, 2006 (unaudited)

1. Background Information

Turbine Truck Engines, Inc. (the “Company”) is a development stage enterprise that was incorporated in the state of Delaware on November 27, 2000. To date, the Company’s activities have been limited to raising capital, organizational matters, and the structuring of its business plan. The corporate headquarters is located in DeLand, Florida. The Company’s planned line of business will be the design, development, and testing of turbine truck engine technology licensed through Alpha Engines Corporation (“Alpha”). Alpha owns the patents to a new gas turbine engine system called Detonation Cycle Gas Turbine Engine. Upon the successful demonstration of a highway truck engine using the technology, the Company may form a joint venture with a major heavy duty highway truck manufacturer to manufacture, market, and sell turbine truck engines for use in heavy duty highway trucks throughout the United States.

2. Financial Statements

In the opinion of management, all adjustments consisting only of normal recurring adjustments necessary for a fair statement of (a) the results of operations for the three month periods ended March 31, 2006 and 2005 and the Period November 27, 2000 (Date of Inception) through March 31, 2006, (b) the financial position at March 31, 2006, and (c) cash flows for the three month periods ended March 31, 2006 and 2005, and the Period November 27, 2000 (Date of Inception) through March 31, 2006, have been made.

The unaudited financial statements and notes are presented as permitted by Form 10-QSB. Accordingly, certain information and note disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. The accompanying financial statements and notes should be read in conjunction with the audited financial statements and notes of the Company for the fiscal year ended December 31, 2005. The results of operations for the three month periods ended March 31, 2006 are not necessarily indicative of those to be expected for the entire year.

3. Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the three months ended March 31, 2006 and since November 27, 2000 (Date of Inception) through March 31, 2006, the Company has had a net loss of $126,105 and $4,500,005, respectively. As of March 31, 2006, the Company has not emerged from the development stage. In view of these matters, recoverability of recorded furniture and equipment and other asset amounts shown in the accompanying financial statements is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. Since inception, the Company has financed its activities principally from the sale of public equity securities. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes and proceeds from sub-licensing agreements until such time that funds provided by operations are sufficient to fund working capital requirements.

4. Contingencies

Once the Company becomes operational, it will be obligated to pay production royalties to Alpha at the rate of eight percent of net sales of the Detonation Cycle Gas Turbine Engine. The minimum royalty amount is $250,000 per year, and the Company began accruing these fees during 2005. The royalty fee will be reduced by any production royalties paid. The Company has accrued $291,667 in royalty fees as of March 31, 2006.

On September 25, 2001, the Company entered into a consulting agreement with Vladan Ivankovic whereby Mr. Ivankovic would act as intermediary on the European Union market, with interested manufacturers of trucks and truck engines, as well as manufacturers of other engines for all possible purposes, in order to locate partners interested in buying the Detonation Cycle Gas Turbine Engine license for production and distribution. Mr. Ivankovic will receive compensation in the amount of six percent of all equities raised by Mr. Ivankovic. In addition, for all mergers and acquisitions introduced to the Company, Mr. Ivankovic would receive payment based on a sliding scale starting at six percent of the first $25,000,000; five percent of the next $25,000,000; four percent of the next $25,000,000; and three percent of the remaining enterprise value. Mr. Ivankovic has been authorized to choose potential partners and to conduct negotiations on behalf of the Company. As of March 31, 2006, Mr. Ivankovic has not raised any funds nor has he located any partners or merger or acquisition targets for the Company.

On July 1, 2002, the Company entered into a consulting agreement with the inventor of the Detonation Cycle Gas Turbine Engine and majority stockholder of Alpha. In connection with the license agreement, a $2,500 retainer per month is due for consulting services rendered. This agreement was cancelled as of April 2005, however, the Company has accrued $62,500 for unpaid retainer fees as of March 31, 2006. In addition, the Company agreed to pay the inventor $1,000 per day plus all out-of-pocket expenses for design and engineering services rendered. The inventor has no design or engineering services through March 31, 2006.

 

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Turbine Truck Engines, Inc.

(A Development Stage Enterprise)

Notes to Financial Statements

For the Three Months Ended March 31, 2006 and 2005 (unaudited)

and the Period November 27, 2000 (Date of Inception)

through March 31, 2006 (unaudited)

4. Contingencies (continued)

Effective December 1, 2005, the Company entered into an agreement with Laidlaw & Company (UK) Ltd. (Laidlaw) to assist the Company on a “best efforts” basis in raising approximately $10 million in a private offering of equity securities. Laidlaw is entitled to 8% of the total proceeds raised from the sale of the securities and reimbursement of expenses and legal fees up to $25,000. Upon the closing of the minimum amount of securities, the Company shall grant Laidlaw 5 year warrants for the purchase of a number of shares of common stock equal to 6% of the gross number of shares sold in the offering. The agreement will terminate 60 days following the commencement of the offering. No shares have been sold to date under this agreement.

On February 1, 2006, the Company entered into an agreement with Embry-Riddle Aeronautical University to complete a 3D model and certain modifications to the original Detonation Gas Turbine Engine in exchange for a fixed price amount. Currently, the Company has expensed $7,333 related to this agreement and the contract is due to expire on April 30, 2006.

5. Due to Related Party

The due to related party account is made up of advances from the majority stockholder to assist the Company with its financial obligations. These advances are non-interest bearing, unsecured and due on demand.

The above amounts are not necessarily indicative of the amounts that would have been incurred had comparable transactions been entered into with independent parties.

 

 

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PART I – FINANCIAL INFORMATION

Item 2. Management’s Discussion and Analysis or Plan of Operation

THIS FILING CONTAINS FORWARD-LOOKING STATEMENTS. THE WORDS “ANTICIPATED,” “BELIEVE,” “EXPECT,” “PLAN,” “INTEND,” “SEEK,” “ESTIMATE,” “PROJECT,” “WILL,” “COULD,” “MAY,” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS INCLUDE, AMONG OTHERS, INFORMATION REGARDING FUTURE OPERATIONS, FUTURE CAPITAL EXPENDITURES, AND FUTURE NET CASH FLOW. SUCH STATEMENTS REFLECT THE COMPANY’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, INCLUDING, WITHOUT LIMITATION, GENERAL ECONOMIC AND BUSINESS CONDITIONS, CHANGES IN FOREIGN, POLITICAL, SOCIAL, AND ECONOMIC CONDITIONS, REGULATORY INITIATIVES AND COMPLIANCE WITH GOVERNMENTAL REGULATIONS, THE ABILITY TO ACHIEVE FURTHER MARKET PENETRATION AND ADDITIONAL CUSTOMERS, AND VARIOUS OTHER MATTERS, MANY OF WHICH ARE BEYOND THE COMPANY’S CONTROL. SHOULD ONE OR MORE OF THESE RISKS OR UNCERTAINTIES OCCUR, OR SHOULD UNDERLYING ASSUMPTIONS PROVE TO BE INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY AND ADVERSELY FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, OR OTHERWISE INDICATED. CONSEQUENTLY, ALL OF THE FORWARD-LOOKING STATEMENTS MADE IN THIS FILING ARE QUALIFIED BY THESE CAUTIONARY STATEMENTS AND THERE CAN BE NO ASSURANCE OF THE ACTUAL RESULTS OR DEVELOPMENTS.

The following discussion and analysis of our financial condition and plan of operations should be read in conjunction with our financial statements and related notes appearing elsewhere herein. This discussion and analysis contains forward-looking statements including information about possible or assumed results of our financial conditions, operations, plans, objectives and performance that involve risk, uncertainties and assumptions. The actual results may differ materially from those anticipated in such forward-looking statements. For example, when we indicate that we expect to increase our product sales and potentially establish additional license relationships, these are forward-looking statements. The words expect, anticipate, estimate or similar expressions are also used to indicate forward-looking statements.

Background of our company

We are a development-stage company and not yet generating any revenues. We expect to continue the commercialization of our Detonation Cycle Gas Turbine Engine (“DCGT”) technology. The licensor of the acquired technology has passed the research and development phase and has designed a working prototype. We need to redesign an engine for our application based on this proven Core Technology. We are relying on Alpha to design, construct and test a 540 horsepower engine prototype for our licnesed application (see “Business of the Company”, “Our Product.”). Our primary focus is to complete a public offering of our securities for the purpose of funding initial stages of operations.

The financing for our development activities to date has come from the sale of common stock. We intend to finance our future development activities and working capital needs largely from the sale of public equity securities with additional funding from a private placement or secondary offering of up to $10 million and other traditional financing sources, including term notes and proceeds from sub-licensing agreements until such time that funds provided by operations are sufficient to fund working capital requirements.

Since we have had a limited history of operations, we anticipate that our quarterly

 

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results of operations will fluctuate significantly for the foreseeable future. We believe that period-to-period comparisons of our operating results should not be relied upon as predictive of future performance. Our prospects must be considered in light of the risks, expenses and difficulties encountered by companies at an early stage of development, particularly companies commercializing new and evolving technologies such as the DCGT. In July 2002, we acquired the license for the DCGT technology for the manufacture and marketing of heavy-duty highway truck engine.

The following steps are required to demonstrate the viability of a final prototype engine:

 

        Step 1    Complete the design and build prototype engine
        Cost:    $75,000
        Time frame:    Completed the design of the prototype, however it has not been built as of March 31, 2006
        Step 2    Complete testing of engine
        Cost:    $385,000
        Time frame:    6 months from completion of Step 1
        Step 3    Lease of office and demonstration facilities
        Cost:    $48,000
        Time frame:    within 12 months

Step 1 of this process will be completed by Alpha in connection with performing the design and construction of the prototype engine at their facilities at Deland Industrial Center, 1601 Old Daytona Street, Deland, FL 32724. In Step 2, we will also rely on Alpha to test the prototype engine at their facilities. Alpha will conduct test demonstrations to show the viability and function of the engine. In Step 3, we intend to construct our own office and demonstration facilities. We will design a facility and hire a licensed general contractor to complete the project. All of these steps are intended to be funded from the proceeds of a public offering.

These initial steps are intended to be completed with the funds from a public offering. Should we be unable to raise the funds from an offering, we may attempt a private placement or other form of debt financing which would have to be obtained in order to continue as a going concern.

For the Three Months Ended March 31, 2006 Compared to the Three Months Ended March 31, 2005

Operating Costs – During the three months ended March 31, 2006 and 2005, operating costs totaled $118,110 and $236,588, respectively. The decrease of $118,478 was attributable principally to the decrease in common stock issued for advisory board consulting services.

Interest Expense – During the three months ended March 31, 2006 interest expense stayed relativeley the same at $662, compared to the same period for March 31, 2005 where interest expense totaled $660.

The net loss for the three months ended March 31, 2006 of $126,105 as compared to the three months ended March 31, 2005 of $237,248 decreased by $111,143. The decrease in the net loss was mainly attributable to the decrease in consulting expense during 2006.

 

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Liquidity and Capital Resources

As shown in the accompanying financial statements, for the three months ended March 31, 2006 and 2005 and since November 27, 2000 (Date of Inception) through March 31, 2006, the Company has had net losses of $126,105, $237,248 and $4,500,005, respectively. As of March 31, 2006, the Company has not emerged from the development stage. In view of these matters, recoverability of recorded furniture and equipment, intangible assets, and other asset amounts shown in the accompanying financial statements is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. Since inception, the Company has financed its activities principally from the sale of public equity securities. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes and proceeds from sub-licensing agreements until such time that funds provided by operations are sufficient to fund working capital requirements.

As previously mentioned, since inception, we have financed our operations largely from the sale of common stock. From inception through March 31, 2006 we raised cash of $392,064 net of issuance costs, through private placements of common stock financings and $62,250 through the issuance of convertible notes payable. During August 2004, our Form SB-2 Registration Statement became effective and we raised an additional $123,753 through common stock sales, therefore, we offset $41,735 of offering costs against those proceeds. The proceeds from the sale of this common stock have been used for general and administrative expenses. At March 31, 2006 we had cash totaling $1,279.

Since our inception through March 31, 2006 we have incurred approximately $2,742,982 of research and development costs and operating expenses. These expenses were principally related to the acquisition of a license agreement in July 2002 in the amount of $2,735,649, which was expensed to research and development costs for the DCGT technology and general and administrative expenses.

We have incurred significant net losses and negative cash flows from operations since our inception. As of March 31, 2006, we had an accumulated deficit of $4,500,005 and a working capital deficit of $513,760.

We anticipate that cash used in product development and operations, especially in the marketing, production and sale of our products, will increase significantly in the future.

We will be dependent upon our existing cash, together with anticipated net proceeds from a public offering and future debt issuances and private placements of common stock and potential license fees, to finance our planned operations through the next 12 months without receiving proceeds from the Post Effective Amendment of the Form SB-2 Offering we can satisfy our current cash requirements for approximately six months. We will continue to proceed in the design and testing phase of the DCGT engine during the next 12 months and will require additional funding to continue operations. Also, with proceeds from the Post Effective Amendment of Form SB-2, we intend to secure a larger office, manufacturing and testing facility. Based on our anticipated growth, we plan to add several employees to our staff. The level of employees is primarily contingent on the level of success of the offering.

 

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Additional capital may not be available when required or on favorable terms. If adequate funds are not available, we may be required to significantly reduce or refocus our operations or to obtain funds through arrangements that may require us to relinquish rights to certain or potential markets, either of which could have a material adverse effect on our business, financial condition and results of operations. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities would result in ownership dilution to our existing stockholders.

Critical Accounting Policies and Estimates

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

We believe that the following critical policies affect our more significant judgments and estimates used in preparation of our financial statements.

The Company’s financial instruments include cash and cash equivalents, notes receivable and accounts payable. The carrying amounts of these financial instruments approximate their fair value, due to the short term nature of these items. The carrying amount of the note payable approximates its fair value due to the use of market rates of interest.

Furniture and equipment are recorded at cost and depreciated on a declining balance and straight-line basis over their estimated useful lives, principally five to seven years. Accelerated methods are used for tax depreciation. Maintenance and repairs are charged to operations when incurred. Betterments and renewals are capitalized. When furniture and equipment are sold or otherwise disposed of, the asset account and related accumulated depreciaiotn account are relieved, and any gain or loss is included in operations.

Research and development costs are charged to operations when incurred and are included in operating expenses.

New Accounting Pronouncements

Recent accounting pronouncements issued by the FASB (including its EITF), the AICPA, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

Item 3. Controls and Procedures

Evaluation of disclosure controls and procedures.

Under the supervision and with the participation of our Management, including our Principal Executive Officer and Principal Accounting Officer, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this report. Based on this evaluation, our Principal Executive Officer and Principal Accounting Officer concluded that our financial

 

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disclosure controls and procedures were not effective so as to timely identify, correct and disclose information required to be included in our Securities and Exchange Commission (“SEC”) reports due to the Company’s limited internal resources and lack of ability to have multiple levels of transaction review. Through the use of external consultants and the audit process, management believes that the financial statements and other information presented herewith are materially correct.

There have been no significant changes in the Company’s internal control over financial reporting or, to our knowledge, in other factors that could significantly affect the Company’s internal controls over financial reporting subsequent to the evaluation date.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

As of the date of this Quarterly Report, neither we nor any of our officers or directors is involved in any litigation either as plaintiffs or defendants. As of this date, there is not any threatened or pending litigation against us or any of our officers or directors.

Item 2. Changes in Securities

During the three month period ended March 31, 2006, there was no modification of any instruments defining the rights of holders of the Company’s common stock and no limitation or qualification of the rights evidenced by the Company’s common stock as a result of the issuance of any other class of securities or the modification thereof.

During January 2006, the Company issued 65,000 shares of common stock for cash to qualified investors at a price of $1.00 per share.

During February 2006, the Company issued 1,500 shares of common stock for cash to qualified investors at a price of $1.00 per share.

During March 2006, the Company issued 1,675 shares of common stock for cash to qualified investors at a price of $1.00 per share.

Item 3. Defaults upon Senior Securities

During the three month period ended March 31, 2006, the Company was not in default on any of its indebtedness.

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

During the three month period ended March 31, 2006, the Company did not submit any matters to a vote of its security holders.

Item 5. Other Matters

The Company does not have any other material information to report with respect to the three month period ended March 31, 2006.

 

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Item 6. Exhibits and Reports on Form 8-K

 

(a)    Exhibits included herewith are:
31.1    Certification of the Chairman of the Board, Chief Executive Officer, and Chief Financial Officer dated May 12, 2006
31.2    Certification of the Principal Accounting Officer, dated May 12, 2006
32    Written Statements of the Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer dated May 12, 2006
(b) Reports on Form 8-K – None

 

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereto duly authorized:

 

    TURBINE TRUCK ENGINES, INC.

Dated: May 12, 2006

  By:  

/s/ Michael Rouse

   

Chief Executive Officer and Chairman of the

Board (Principal Executive Officer and

Principal Financial Officer)

Dated: May 12, 2006

  By:  

/s/ Rebecca A. McDonald

    Principal Accounting Officer

 

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