UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2009

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

For the transition period from             , 200    , to             , 200    .

Commission File Number

333-109118

Turbine Truck Engines, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada	59-3691650
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

917 Biscayne Boulevard Suite 6, Deland, Florida 32724

(Address of Principal Executive Offices)

(386) 943-8358

(Registrant’s Telephone Number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

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

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

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

There were 36,266,889 shares of the Registrant’s $0.001 par value common stock outstanding as of November 13, 2009.

Turbine Truck Engines, Inc.

(A Development Stage Company)

Contents

Part I – Financial Information
Item 1.	Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4T.	Controls and Procedures	29
Part II – Other Information
Item 1.	Legal Proceedings	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Submission of Matters to a Vote of Security Holders	32
Item 5.	Other Information	32
Item 6.	Exhibits	32
Signatures		33

PART I—FINANCIAL INFORMATION

Statements in this Form 10-Q 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 10-Q Quarterly Report, under “Management’s Discussion and Analysis of Financial Condition or Plan of Operation” 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 10-Q Quarterly Report, except as required by law.

Item 1. Financial Statements

Turbine Truck Engines, Inc.

(A Development Stage Enterprise)

Financial Statements

As of September 30, 2009 (unaudited) and December 31, 2008 and

for the three and nine months ended September 30, 2009 and 2008 (unaudited)

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

through September 30, 2009 (unaudited)

Contents

Financial Statements:

Balance Sheets	2
Statements of Operations	3
Statements of Changes in Stockholders’ Deficit	4
Statements of Cash Flows	12
Notes to Financial Statements	14

1

Turbine Truck Engines, Inc.

(A Development Stage Enterprise)

Balance Sheets

	September 30, 2009 (Unaudited)			December 31, 2008
Assets
Current assets:
Cash	$	269,074		$	2,857
Prepaid expenses		28,999			—
Loan costs, net of accumulated amortization		—			4,300
Total current assets		298,073			7,157
Furniture and equipment, net of accumulated depreciation of $40,005 (2009) and $35,721 (2008)		8,718			13,001
	$	306,791			20,158
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	105,954		$	145,579
Accrued expenses		—			275,250
Accrued interest		12,510			13,113
Accrued royalty fees		—			562,500
Due to related party		—			23,854
Note payable		500			500
Total current liabilities		118,964			1,020,796
Accrued payroll – long term		358,048			386,846
Accrued royalty fees		750,000			—
Accrued expenses		269,250			—
Convertible note payable net of unamortized discount of $0 and $13,544, respectively		—			49,456
Note payable to related party		1,901			1,901
Total liabilities		1,498,163			1,458,999
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; 35,883,037 (2009) and 21,859,764 (2008) shares issued and outstanding		35,881			21,858
Additional paid in capital		9,971,718			8,099,730
Deficit accumulated during development stage		(10,679,048	)		(9,292,006	)
Prepaid consulting services paid with common stock		(288,833	)		(101,333	)
Receivable for common stock		(231,090	)		(167,090	)
Total stockholders’ deficit		(1,191,372	)		(1,438,841	)
	$	306,791		$	20,158

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

2

Turbine Truck Engines, Inc.

(A Development Stage Company)

Statements of Operations

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,						Period November 27, 2000 (Date of Inception) through September 30, 2009
	2009			2008			2009			2008
Research and development costs	$	8,614		$	34,847		$	80,250		$	35,177		$	3,498,442
Operating costs		573,419			234,342			1,114,350			589,702			6,916,593
		582,033			269,189			1,194,600			624,879			10,415,035
Interest expense (income)		53,720			(624	)		192,442			6,937			264,013
Net loss	$	(635,753	)	$	(268,565	)	$	(1,387,042	)	$	(631,816	)	$	(10,679,048	)
Net loss per share	$	(0.02	)	$	(0.01	)	$	(0.05	)	$	(0.03	)	$	(0.77	)
Weighted average number of common shares outstanding		31,537,042			19,642,082			27,164,811			18,465,049			13,974,743

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

3

Turbine Truck Engines, Inc.

(A Development Stage Company)

Statement of Changes in Stockholders’ Deficit

For the Nine Months Ended September 30, 2009 and

For Each of the Years From November 27, 2000 (Date of Inception) through September 30, 2009

	Common Stock					Additional Paid in Capital
	Shares		Amount						Deficit Accumulated During Development Stage
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									$	(4,029	)
Balance, December 31, 2000	10,390,000			10,390						(4,029	)
Issuance of common stock for cash, February 2001*	10,000			10		$	4,990
Issuance of common stock for cash, March 2001*	10,000			10			4,990
Issuance of common stock for cash, August 2001*	10,000			10			4,990
Issuance of common stock for cash, September 2001*	55,000			55			27,445
Payment for common stock issued under subscription receivable
Net loss										31,789
Balance, December 31, 2001	10,475,000			10,475			42,415			(35,818	)
Issuance of common stock for cash, January 2002*	5,000			5			2,495
Issuance of common stock for cash, February 2002*	10,000			10			4,990
Issuance of common stock for cash, April 2002*	25,000			25			12,475
Issuance of common stock for cash, May 2002*	65,000			65			32,435
Issuance of common stock for cash, June 2002*	70,000			70			34,930
Issuance of common stock for cash, August 2002*	10,000			10			4,990
Issuance of common stock for cash, October 2002*	10,000			10			4,990
Issuance of common stock to acquire licensing agreement, July 2002*	5,000,000			5,000			2,495,000
Shares returned to treasury by founding stockholder, July 2002	(5,000,000	)		(5.000	)		5,000
Net loss										(2,796,768	)
Balance, December 31, 2002	10,670,000			10,670			2,639,720			(2,832,586	)
Issuance of common stock for cash, February 2003*	207,000			207			103,293
Issuance of common stock for cash, September 2003*	30,000			30			14,970
Issuance of common stock for services, September 2003*	290,000			290			144,710
Payment for common stock issued under subscription agreement
Offering costs for private placement offering							(33,774	)
Net loss										(190,567	)
Balance, December 31, 2003	11,197,000			11,197			2,868,919			(3,023,153	)
Issuance of notes payable with beneficial conversion feature							19,507
Issuance of common stock for services, September 2004 ($2.00 per share)	20,000			20			39,980
Conversion of notes payable, August 2004 ($2.00 per share)	31,125			31			62,219
Issuance of common stock for cash, September 2004 ($2.00 per share)	25,025			25			50,025
Issuance of common stock for cash, October 2004 ($2.00 per share)	1,000			1			1,999
Issuance of common stock for cash, November 2004 ($2.00 per share)	3,500			4			6,996
Issuance of common stock for cash, December 2004 ($2.00 per share)	3,000			3			5,997
Amortization of offering costs related to Form SB-2 filing							(10,159	)
Amortization of stock for services related to Form SB-2 offering							(6,317	)
Contribution from shareholder							18,256
Net loss										(282,009	)
Balance, December 31, 2004	11,280,650			11,281			3,057,422			(3,305,162	)

* Common stock issued at $.50 per share.

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

4

	Deferred Non-Cash Offering Costs			Prepaid Consulting Services Paid for with Common Stock	Receivable for 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	)
Balance, December 31, 2000							(390	)		5,971
Issuance of common stock for cash, February 2001*										5,000
Issuance of common stock for cash, March 2001*										5,000
Issuance of common stock for cash, August 2001*										5,000
Issuance of common stock for cash, September 2001*										27,500
Payment for common stock issued under subscription receivable							300			300
Net loss										(31,789	)
Balance, December 31, 2001							(90	)		16,982
Issuance of common stock for cash, January 2002*										2,500
Issuance of common stock for cash, February 2002*										5,000
Issuance of common stock for cash, April 2002*										12,500
Issuance of common stock for cash, May 2002*										32,500
Issuance of common stock for cash, June 2002*							(2,500	)		32,500
Issuance of common stock for cash, August 2002*										5,000
Issuance of common stock for cash, October 2002*										5,000
Issuance of common stock to acquire licensing agreement, July 2002*										2,500,000
Shares returned to treasury by founding stockholder, July 2002
Net loss										(2,796,768	)
Balance, December 31, 2002							(2,590	)		(184,786	)
Issuance of common stock for cash, February 2003*										103,500
Issuance of common stock for cash, September 2003*										15,000
Issuance of common stock for services, September 2003*	$	(74,850	)							70,150
Payment for common stock issued under subscription agreement							2,500			2,500
Offering costs for private placement offering										(33,774	)
Net loss										(190,567	)
Balance, December 31, 2003		(74,850	)				(90	)		(217,977	)
Issuance of notes payable with beneficial conversion feature										19,507
Issuance of common stock for services, September 2004 ($2.00 per share)										40,000
Conversion of notes payable, August 2004 ($2.00 per share)										62,250
Issuance of common stock for cash, September 2004 ($2.00 per share)										50,050
Issuance of common stock for cash, October 2004 ($2.00 per share)										2,000
Issuance of common stock for cash, November 2004 ($2.00 per share)										7,000
Issuance of common stock for cash, December 2004 ($2.00 per share)										6,000
Amortization of offering costs related to Form SB-2 filing										(10,159	)
Amortization of stock for services related to Form SB-2 offering		6,317
Contribution from shareholder										18,256
Net loss										(282,009	)
Balance, December 31, 2004		(68,533	)				(90	)		(305,082	)

5

Turbine Truck Engines, Inc.

(A Development Stage Company)

Statement of Changes in Stockholders’ Deficit

For the Nine Months Ended September 30, 2009 and

For Each of the Years From November 27, 2000 (Date of Inception) through September 30, 2009

	Common Stock
	Shares	Amount	Additional Paid in Capital		Deficit Accumulated During Development Stage
Issuance of common stock for services, January 2005 ($2.00 per share)	80,000	80	159,920
Issuance of common stock in satisfaction of a note payable, February 2005 ($2.00 per share)	125,000	125	249,875
Issuance of common stock for cash, February 2005 ($2.00 per share)	3,200	3	6,397
Issuance of common stock for cash, March 2005 ($2.00 per share)	1,500	1	2,999
Amortization of offering costs related to Form SB-2 filing			(31,216	)
Amortization of stock for services related to Form SB-2 offering			(19,413	)
Issuance of common stock for services, April 2005 ($2.00 per share)	5,000	5	9,995
Capital contribution from stockholder, May 2005			170,000
Issuance of common stock for cash, May 2005 ($2.00 per share)	15,550	16	31,084
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	18,191
Issuance of common stock for services, June 2005 ($1.70 per share)	100,000	100	169,900
Capital contribution from stockholder, June 2005			450
Issuance of common stock for cash, August 2005 ($1.00 per share)	5,000	5	4,995
Issuance of common stock for services, July 2005 ($1.00 per share)	40,000	40	39,960
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	24,975
Issuance of common stock for cash, November ($1.00 per share)	20,000	20	19,980
Issuance of common stock for cash, December ($1.00 per share)	5,000	5	4,995
Net loss					(1,068,738	)
Balance, December 31, 2005	11,715,000	11,715	3,920,509		(4,373,900	)
Issuance of common stock for cash, January ($1.00 per share)	65,000	65	64,935
Issuance of common stock for cash, February ($1.00 per share)	1,500	2	1,498
Amortization of prepaid services paid for with common stock
Issuance of common stock for cash, March ($1.00 per share)	1,675	2	1,673
Issuance of common stock for cash, April ($1.00 per share)	5,000	5	4,995
Issuance of common stock for services, May ($1.00 per share)	10,000	10	9,990
Issuance of common stock for services, May ($1.15 per share)	10,000	10	11,490
Issuance of common stock for cash, June ($.80 per share)	15,000	15	11,985
Issuance of common stock and warrants for cash, June ($.50 per share)	200,000	200	99,800
Issuance of common stock for services, June ($1.15 per share)	150,000	150	172,350
Issuance of common stock for services, July ($1.10 per share)	109,091	109	119,891
Issuance of common stock for services, July ($.50 per share)	30,000	30	14,970
Issuance of common stock for settlement of debt, August ($.85 per share)	125,253	125	106,341
Issuance of common stock for services, August ($.81 per share)	10,000	10	8,065
Issuance of common stock and warrants for cash, September ($.50 per share)	167,200	167	83,433
Issuance of common stock for services, September ($.50 per share)	210,000	210	104,790
Issuance of common stock for services, September ($.74 per share)	10,000	10	7,385
Issuance of common stock in settlement of a payable, September ($4.16 per share)	100,000	100	416,567
Issuance of options to employees, directors and consultants, September			78,355

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

6

	Deferred Non-Cash Offering Costs	Prepaid Consulting Services Paid for with Common Stock			Receivable for Common Stock	Subscription Receivable		Total
Issuance of common stock for services, January 2005 ($2.00 per share)								160,000
Issuance of common stock in satisfaction of a note payable, February 2005 ($2.00 per share)								250,000
Issuance of common stock for cash, February 2005 ($2.00 per share)								6,400
Issuance of common stock for cash, March 2005 ($2.00 per share)								3,000
Amortization of offering costs related to Form SB-2 filing								(31,216	)
Amortization of stock for services related to Form SB-2 offering	19,413
Issuance of common stock for services, April 2005 ($2.00 per share)								10,000
Capital contribution from stockholder, May 2005								170,000
Issuance of common stock for cash, May 2005 ($2.00 per share)								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)								18,200
Issuance of common stock for services, June 2005 ($1.70 per share)		$	(170,000	)
Capital contribution from stockholder, June 2005								450
Issuance of common stock for cash, August 2005 ($1.00 per share)								5000
Issuance of common stock for services, July 2005 ($1.00 per share)			(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)								25,000
Issuance of common stock for cash, November ($1.00 per share)								20,000
Issuance of common stock for cash, December ($1.00 per share)								5000
Net loss								(1,068,738	)
Balance, December 31, 2005			(21,667	)		(90	)	(463,433	)
Issuance of common stock for cash, January ($1.00 per share)								65,000
Issuance of common stock for cash, February ($1.00 per share)								1,500
Amortization of prepaid services paid for with common stock			204,556					204,556
Issuance of common stock for cash, March ($1.00 per share)								1,675
Issuance of common stock for cash, April ($1.00 per share)								5,000
Issuance of common stock for services, May ($1.00 per share)								10,000
Issuance of common stock for services, May ($1.15 per share)								11,500
Issuance of common stock for cash, June ($.80 per share)								12,000
Issuance of common stock and warrants for cash, June ($.50 per share)								100,000
Issuance of common stock for services, June ($1.15 per share)			(172,500	)
Issuance of common stock for services, July ($1.10 per share)			(120,000	)
Issuance of common stock for services, July ($.50 per share)			(5,000	)				10,000
Issuance of common stock for settlement of debt, August ($.85 per share)								106,466
Issuance of common stock for services, August ($.81 per share)								8,075
Issuance of common stock and warrants for cash, September ($.50 per share)								83,600
Issuance of common stock for services, September ($.50 per share)			(12,500	)				92,500
Issuance of common stock for services, September ($.74 per share)								7,395
Issuance of common stock in settlement of a payable, September ($4.16 per share)								416,667
Issuance of options to employees, directors and consultants, September								78,355

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

7

Turbine Truck Engines, Inc.

(A Development Stage Company)

Statement of Changes in Stockholders’ Deficit

For the Nine Months Ended September 30, 2009 and

For Each of the Years From November 27, 2000 (Date of Inception) through September 30, 2009

	Common Stock
	Shares	Amount		Additional Paid in Capital		Deficit Accumulated During Development Stage
Issuance of common stock for services, October ($0.50, per shares)	30,000		30		14,970
Issuance of options to employees, directors and consultants, October					155,185
Issuance of common stock for cash, October ($0.50 per share)	16,000		16		7,984
Issuance of common stock for services, October ($0.67, per shares)	15,000		15		9,985
Issuance of common stock for services, November ($0.50, per shares)	188,000		188		93,812
Issuance of common stock for cash, November ($0.50 per share)	100,000		100		49,900
Issuance of common stock for cash, November ($0.60 per share)	2,833		3		1,697
Net loss							(1,465,077	)
Balance December 31, 2006	13,286,552		13,287		5,572,555		(5,838,977	)
Issuance of options to consultants, January					155,188
Issuance of common stock for cash, January ($0.50 per share)	26,000		26		12,974
Issuance of common stock for exercise of options, January ($0.50 per share)	300,000		300		149,700
Issuance of common stock for services, January ($0.66, per shares)	50,000		50		32,950
Issuance of common stock for services, January ($0.51, per shares)	10,000		10		5,090
Issuance of common stock for exercise of options, February ($0.50 per share)	100,000		100		49,900
Issuance of common stock for exercise of options, February ($0.60 per share)	20,000		20		11,980
Issuance of common stock for cash, February ($0.23 per share)	239,130		239		54,761
Issuance of common stock for services, February ($0.87, per shares)	50,000		50		43,200
Issuance of common stock for services, February ($0.72, per shares)	20,000		20		14,280
Issuance of common stock for cash, February ($0.23 per share)	558,696		559		127,941
Issuance of common stock for services, March ($0.65, per shares)	25,000		25		16,225
Issuance of common stock for services, March ($0.70, per shares)	25,000		25		17,475
Issuance of common stock for exchange of fixed assets, April ($0.50, per share)	2,000		2		998
Issuance of common stock for cash, May ($0.25, per share)	24,000		24		5,976
Issuance of common stock for cash, June ($0.25, per share)	26,000		26		6,474
Issuance of common stock for services, June ($0.43, per share)	75,000		75		32,175
Issuance of common stock for exchange of fixed assets, June ($0.50 per share)	8,000		8		3,992
Issuance of common stock for services, June ($0.44, per share)	100,000		100		43,900
Amortization of prepaid services paid for with common stock
Issuance of common stock and warrants for cash, July ($0.25, per share)	72,000		72		17,928
Issuance of common stock for services, August ($0.55, per share)	160,000		160		87,840
Issuance of common stock for services, August ($0.50, per share)	3,000		3		1,497
Issuance of common stock for services, August ($0.38, per share)	28,600		28		10,839
Issuance of common stock and warrants for cash, August ($0.25, per share)	270,000		270		67,230
Issuance of common stock for services, September ($0.50, per share)	1,300,000		1,300		648,700
Issuance of common stock for cash, September ($0.25, per share)	164,000		164		40,836
Issuance of common stock for cash, September ($0.30, per share)	26,666		26		7,973
Issuance of common stock for cash, September ($0.37, per share)	54,243		53		19,646
Issuance of options & warrants to employees & consultants, September					108,470
Issuance of common stock for services, October ($0.25, per share)	6,000		6		1,494
Issuance of common stock for services, October ($0.56, per share)	2,700		3		1,497
Issuance of common stock for cash, October ($0.50, per share)	55,000		55		27,445
Issuance of common stock for cash, October ($0.53, per share)	1,905		2		998
Issuance of common stock for cash, November ($0.28, per share)	125,291		125		34,956
Issuance of common stock for cash, November ($0.32, per share)	1,563		1		499
Issuance of common stock for cash, November ($0.37, per share)	40,000		40		14,760
Issuance of common stock for cash, November ($0.68, per share)	25,000		25		16,850
Issuance of common stock for cash, December ($0.25, per share)	68,000		68		16,932
Net loss							(2,470,352	)
Balance December 31, 2007	17,349,346	$	17,347	$	7,484,124	$	(8,309,329	)

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

8

	Deferred Non-Cash Offering Costs	Prepaid Consulting Services Paid for with Common Stock			Receivable for Common Stock			Subscription Receivable			Total
Issuance of common stock for services, October ($0.50, per shares)												15,000
Issuance of options to employees, directors and consultants, October												155,185
Issuance of common stock for cash, October ($0.50 per share)												8,000
Issuance of common stock for services, October ($0.67, per shares)												10,000
Issuance of common stock for services, November ($0.50, per shares)			(80,000	)								14,000
Issuance of common stock for cash, November ($0.50 per share)												50,000
Issuance of common stock for cash, November ($0.60 per share)												1,700
Net loss												(1,465,077	)
Balance December 31, 2006			(207,111	)					(90	)		(460,336	)
Issuance of options to consultants, January												155,188
Issuance of common stock for cash, January ($0.50 per share)												13,000
Issuance of common stock for exercise of options, January ($0.50 per share)						(150,000	)
Issuance of common stock for services, January ($0.66, per shares)			(33,000	)
Issuance of common stock for services, January ($0.51, per shares)												5,100
Issuance of common stock for exercise of options, February ($0.50 per share)						(15,000	)					35,000
Issuance of common stock for exercise of options, February ($0.60 per share)						(12,000	)
Issuance of common stock for cash, February ($0.23 per share)												55,000
Issuance of common stock for services, February ($0.87, per share)												43,250
Issuance of common stock for services, February ($0.72, per share)												14,300
Issuance of common stock for cash, February ($0.23 per share)												128,500
Issuance of common stock for services, March ($0.65, per shares)												16,250
Issuance of common stock for services, March ($0.70, per shares)			(17,500	)
Issuance of common stock for exchange of fixed assets, April ($0.50, per share)												1,000
Issuance of common stock for cash, May ($0.25, per share)												6,000
Issuance of common stock for cash, June ($0.25, per share)												6,500
Issuance of common stock for services, June ($0.43, per share)												32,250
Issuance of common stock for exchange of fixed assets, June ($0.50 per share)												4,000
Issuance of common stock for services, June ($0.44, per share)												44,000
Amortization of prepaid services paid for with common stock			890,111									890,111
Issuance of common stock and warrants for cash, July ($0.25, per share)												18,000
Issuance of common stock for services, August ($0.55, per share)												88,000
Issuance of common stock for services, August ($0.50, per share)												1,500
Issuance of common stock for services, August ($0.38, per share)												10,867
Issuance of common stock and warrants for cash, August ($0.25, per share)												67,500
Issuance of common stock for services, September ($0.50, per share)			(650,000	)
Issuance of common stock for cash, September ($0.25, per share)												41,000
Issuance of common stock for cash, September ($0.30, per share)												7,999
Issuance of common stock for cash, September ($0.37, per share)												19,699
Issuance of options & warrants to employees & consultants, September												108,470
Issuance of common stock for services, October ($0.25, per share)												1,500
Issuance of common stock for services, October ($0.56, per share)												1,500
Issuance of common stock for cash, October ($0.50, per share)												27,500
Issuance of common stock for cash, October ($0.53, per share)												1,000
Issuance of common stock for cash, November ($0.28, per share)												35,081
Issuance of common stock for cash, November ($0.32, per share)												500
Issuance of common stock for cash, November ($0.37, per share)												14,800
Issuance of common stock for cash, November ($0.68, per share)												16,875
Issuance of common stock for cash, November ($0.25, per share)												17,000
Payment on receivable for common stock						10,000						10,000
Net loss												(2,470,352	)
Balance December 31, 2007	$	$	(17,500	)	$	(167,000	)	$	(90	)	$	(992,448	)

9

Turbine Truck Engines, Inc.

(A Development Stage Company)

Statement of Changes in Stockholders’ Deficit

For the Nine Months Ended September 30, 2009 and

For Each of the Years From November 27, 2000 (Date of Inception) through September 30, 2009

	Common Stock
	Shares	Amount		Additional Paid in Capital		Deficit Accumulated During Development Stage
Issuance of common stock and warrants for cash, January ($0.15, per shares)	200,000		200		29,800
Issuance of common stock for services, February ($0.38, per shares)	160,000		160		60,640
Issuance of common stock for services, February ($0.26, per shares)	12,000		12		3,108
Issuance of common stock for services, April ($0.12, per share)	210,000		210		24,990
Issuance of common stock for services, May ($0.20, per share)	350,000		350		69,650
Issuance of common stock for cash, May ($0.10, per share)	145,000		145		14,355
Issuance of common stock for cash, June ($0.10, per share)	334,000		334		33,066
Issuance of common stock for cash, June ($0.085, per share)	150,000		150		12,600
Issuance of common stock for cash, June ($0.08, per share)	25,000		25		1,975
Issuance of common stock for services, June ($0.16, per share)	300,000		300		47,700
Amortization of prepaid services paid for with common stock
Value of the beneficial conversion feature for the issuance of convertible debt					25,000
Issuance of common stock for cash, July ($0.10, per share)	379,500		380		37,571
Issuance of common stock for services, July ($0.15, per share)	30,000		30		4,470
Issuance of common stock for cash, August ($0.10, per share)	101,000		101		9,999
Issuance of common stock for cash, September ($0.10, per share)	369,000		369		36,531
Issuance of common stock for cash, September ($0.08, per share)	306,250		306		24,194
Issuance of common stock for cash, October ($0.08, per share)	3,750		4		296
Issuance of common stock for cash, October ($0.09, per share)	40,000		40		3,560
Issuance of common stock for cash, October ($0.10, per share)	27,000		27		2,673
Issuance of common stock for cash, November ($0.08, per share)	12,500		13		987
Issuance of common stock for cash, November ($0.10, per share)	32,400		32		3,208
Issuance of common stock for services, December ($0.071, per share)	12,500		13		875
Issuance of common stock for cash, December ($0.08, per share)	161,250		161		12,739
Issuance of common stock for cash, December ($0.10, per share)	27,300		27		2,603
Issuance of common stock for services, December ($0.09, per share)	10,000		10		890
Issuance of common stock for services, December ($0.13, per share)	500,000		500		64,500
Issuance of common stock for services, December ($0.17, per share)	12,500		13		2,112
Issuance of common stock for services, December ($0.1954, per share)	100,000		100		19,435
Issuance of common stock for conversion of notes, December ($0.08, per share)	26,297		26		1,974
Issuance of common stock for conversion of notes, December ($0.07, per share)	270,468		270		19,730
Issuance of common stock for conversion of notes, December ($0.10, per share)	202,703		203		14,797
Issuance of warrants for services, December					29,578
Net loss							(982,677	)
Balance December 31, 2008	21,859,764		21,858		8,099,730		(9,292,006	)
Amortization of prepaid services paid for with common stock (unaudited)
Issuance of common stock for conversion of notes, January ($0.06, per share) (unaudited)	255,965		256		14,744
Issuance of common stock for cash, January ($0.50, per share) (unaudited)	200		1		98
Issuance of common stock for cash, January ($0.07, per share) (unaudited)	294,999		295		20,355
Issuance of common stock for cash, January ($0.08, per share) (unaudited)	12,500		12		988
Issuance of common stock for cash, January ($0.10, per share) (unaudited)	255,000		255		25,245
Issuance of common stock for conversion of notes, February ($0.06, per share) (unaudited)	166,739		167		9,833
Issuance of common stock for conversion of notes, February ($0.09, per share) (unaudited)	221,984		222		19,778
Issuance of common stock for cash, February ($0.07, per share) (unaudited)	526,927		527		36,358
Issuance of common stock for cash, February ($0.10, per share) (unaudited)	110,500		110		10,940
Issuance of common stock for services, March ($0.11, per share) (unaudited)	300,000		300		32,700
Issuance of common stock for conversion of notes, March ($0.07, per share) (unaudited)	137,768		138		9,862
Issuance of common stock for conversion of notes, March ($0.08, per share) (unaudited)	316,241		316		24,684
Issuance of common stock for cash, March ($0.07, per share) (unaudited)	289,286		289		19,961
Issuance of common stock for cash, March ($0.10, per share) (unaudited)	10,000		10		990
Value of the beneficial conversion feature for the issuance of convertible debt (unaudited)					149,750
Issuance of warrants for services, January (unaudited)					36,644
Issuance of common stock for services, April ($0.09, per share) (unaudited)	20,000		20		1,780
Issuance of common stock for services, April ($0.10, per share) (unaudited)	510,000		510		50,490
Issuance of common stock for cash, April ($0.07, per share) (unaudited)	274,999		275		18,975
Issuance of common stock for cash, April ($0.10, per share) (unaudited)	29,500		30		2,920
Issuance of common stock for conversion of notes, April ($0.07, per share) (unaudited)	511,979		512		34,488
Issuance of common stock for conversion of notes, April ($0.06, per share) (unaudited)	158,897		159		9,841
Issuance of common stock for conversion of notes, May ($0.06, per share) (unaudited)	399,617		399		24,601
Issuance of common stock for services, May ($0.09, per share) (unaudited)	60,000		60		5,090
Issuance of common stock for cash, May ($0.07, per share) (unaudited)	77,000		77		5,313
Issuance of common stock for conversion of notes, June ($0.06, per share) (unaudited)	381,098		381		24,619
Issuance of common stock for conversion of notes, June ($0.07, per share) (unaudited)	934,516		935		54,065
Issuance of common stock and warrants for cash, June ($0.07, per share) (unaudited)	582,142		582		40,168
Issuance of common stock for cash, June ($0.08, per share) (unaudited)	420,000		420		34,562
Issuance of common stock for cash, July ($0.07, per share) (unaudited)	976,250		976		67,361
Issuance of common stock for cash, July ($0.065, per share) (unaudited)	215,500		216		13,792
Issuance of common stock for cash, July ($0.10, per share) (unaudited)	20,000		20		1,980
Issuance of common stock for cash, July ($0.26, per share) (unaudited)	3,846		4		996
Issuance of common stock for conversion of notes, July ($0.065, per share) (unaudited)	153,941		154		9,846
Issuance of common stock for cash, August ($0.07, per share) (unaudited)	130,000		130		8,970
Issuance of common stock for cash, August ($0.085, per share) (unaudited)	58,822		59		4,941
Issuance of common stock and warrants for cash, August ($0.10, per share) (unaudited)	1,480,000		1,480		146,520
Issuance of common stock for cash, August ($0.11, per share) (unaudited)	10,000		10		1,090
Issuance of common stock for cash, August ($0.12, per share) (unaudited)	100,000		100		11,900
Issuance of common stock for cash, August ($0.24, per share) (unaudited)	152,498		153		36,447
Issuance of common stock for cash, August ($0.26, per share) (unaudited)	140,384		140		36,360
Issuance of common stock for cash, August ($0.28, per share) (unaudited)	16,785		17		4,683
Issuance of common stock for cash, August ($0.30, per share) (unaudited)	164,000		164		49,036
Issuance of common stock for cash, August ($0.33, per share) (unaudited)	6,363		6		2,094
Issuance of common stock for services, August ($0.09, per share) (unaudited)	1,200,000		1,200		106,800
Issuance of common stock for services, August ($0.25, per share) (unaudited)	100,000		100		24,900
Issuance of common stock for services, August ($0.10, per share) (unaudited)	50,000		50		4,950
Issuance of common stock for services, August ($0.16, per share) (unaudited)	100,000		100		15,900
Issuance of common stock for cash, September ($0.10, per share) (unaudited)	20,000		20		1,980
Issuance of common stock for cash, September ($0.20, per share) (unaudited)	40,000		40		7,960
Issuance of common stock for cash, September ($0.22, per share) (unaudited)	286,361		286		62,714
Issuance of common stock for cash, September ($0.23, per share) (unaudited)	126,086		126		28,874
Issuance of common stock for cash, September ($0.235, per share) (unaudited)	29,787		30		6,970
Issuance of common stock for cash, September ($0.25, per share) (unaudited)	46,000		46		11,454
Issuance of common stock for cash, September ($0.26, per share) (unaudited)	84,230		84		21,816
Issuance of common stock for cash, September ($0.30, per share) (unaudited)	21,333		21		6,379
Issuance of common stock for cash, September ($0.325, per share) (unaudited)	1,230		1		399
Issuance of common stock for cash, September ($0.33, per share) (unaudited)	67,000		67		22,043
Issuance of common stock for cash, September ($0.375, per share) (unaudited)	10,000		10		3,740
Issuance of common stock for services, September ($0.47, per share) (unaudited)	100,000		100		46,900
Issuance of common stock for services, September ($0.61, per share) (unaudited)	500,000		500		304,500
Issuance of common stock for services, September ($0.50, per share) (unaudited)	5,000		5		2,495
Issuance of common stock and exercise of warrants for a reduction in a payable, September ($0.10, per share) (unaudited)	350,000		350		34,650
Issuance of common stock options, July (unaudited)					40,706
Net loss for the nine months ended September 30, 2009 (unaudited)							(1,387,042	)
Balance September 30, 2009 (unaudited)	35,883,037	$	35,881	$	9,971,718	$	(10,679,048	)

10

	Deferred Non-Cash Offering Costs	Prepaid Consulting Services Paid for with Common Stock			Subscription Receivable			Total
Issuance of common stock and warrants for cash, January ($0.15, per shares)									30,000
Issuance of common stock for services, February ($0.38, per shares)									60,800
Issuance of common stock for services, February ($0.26, per shares)									3,120
Issuance of common stock for services, April ($0.12, per share)			(20,000	)					5,200
Issuance of common stock for services, May ($0.20, per share)			(61,600	)					8,400
Issuance of common stock for cash, May ($0.10, per share)									14,500
Issuance of common stock for cash, June ($0.10, per share)									33,400
Issuance of common stock for cash, June ($0.085, per share)									12,750
Issuance of common stock for cash, June ($0.08, per share)									2,000
Issuance of common stock for services, June ($0.16, per share)			(48,000	)
Amortization of prepaid services paid for with common stock			110,767						110,767
Value of the beneficial conversion feature for the issuance of convertible debt									25,000
Issuance of common stock for cash, July ($0.10, per share)									37,951
Issuance of common stock for services, July ($0.15, per share)									4,500
Issuance of common stock for cash, August ($0.10, per share)									10,100
Issuance of common stock for cash, September ($0.10, per share)									36,900
Issuance of common stock for cash, September ($0.08, per share)									24,500
Issuance of common stock for cash, October ($0.08, per share)									300
Issuance of common stock for cash, October ($0.09, per share)									3,600
Issuance of common stock for cash, October ($0.10, per share)									2,700
Issuance of common stock for cash, November ($0.08, per share)									1,000
Issuance of common stock for cash, November ($0.10, per share)									3,240
Issuance of common stock for services, December ($0.071, per share)									888
Issuance of common stock for cash, December ($0.08, per share)									12,900
Issuance of common stock for cash, December ($0.10, per share)									2,630
Issuance of common stock for services, December ($0.09, per share)									900
Issuance of common stock for services, December ($0.13, per share)			(65,000	)
Issuance of common stock for services, December ($0.17, per share)									2,125
Issuance of common stock for services, December ($0.1954, per share)									19,535
Issuance of common stock for conversion of notes, December ($0.08, per share)									2,000
Issuance of common stock for conversion of notes, December ($0.07, per share)									20,000
Issuance of common stock for conversion of notes, December ($0.07, per share)									15,000
Issuance of warrants for services, December									29,578
Net loss									(982,677	)
Balance December 31, 2008			(101,333	)		(167,090	)		(1,438,841	)
Amortization of prepaid services paid for with common stock (unaudited)			357,000						357,000
Issuance of common stock for conversion of notes, January ($0.06, per share) (unaudited)									15,000
Issuance of common stock for cash, January ($0.50, per share) (unaudited)									99
Issuance of common stock for cash, January ($0.07, per share) (unaudited)									20,650
Issuance of common stock for cash, January ($0.08, per share) (unaudited)									1,000
Issuance of common stock for cash, January ($0.10, per share) (unaudited)									25,500
Issuance of common stock for conversion of notes, February ($0.06, per share) (unaudited)									10,000
Issuance of common stock for conversion of notes, February ($0.09, per share) (unaudited)									20,000
Issuance of common stock for cash, February ($0.07, per share) (unaudited)									36,885
Issuance of common stock for cash, February ($0.10, per share) (unaudited)									11,050
Issuance of common stock for services, March ($0.11, per share) (unaudited)			(33,000	)
Issuance of common stock for conversion of notes, March ($0.07, per share) (unaudited)									10,000
Issuance of common stock for conversion of notes, March ($0.08, per share) (unaudited)									25,000
Issuance of common stock for cash, March ($0.07, per share) (unaudited)									20,250
Issuance of common stock for cash, March ($0.10, per share) (unaudited)									1,000
Value of the beneficial conversion feature for the issuance of convertible debt (unaudited)									149,750
Issuance of warrants for services, January (unaudited)									36,644
Issuance of common stock for services, April ($0.09, per share) (unaudited)									1,800
Issuance of common stock for services, April ($0.10, per share) (unaudited)			(50,000	)					1,000
Issuance of common stock for cash, April ($0.07, per share) (unaudited)									19,250
Issuance of common stock for cash, April ($0.10, per share) (unaudited)									2,950
Issuance of common stock for conversion of notes, April ($0.07, per share) (unaudited)									35,000
Issuance of common stock for conversion of notes, April ($0.06, per share) (unaudited)									10,000
Issuance of common stock for conversion of notes, May ($0.06, per share) (unaudited)									25,000
Issuance of common stock for services, May ($0.09, per share) (unaudited)									5,150
Issuance of common stock for cash, May ($0.07, per share) (unaudited)									5,390
Issuance of common stock for conversion of notes, June ($0.06, per share) (unaudited)									25,000
Issuance of common stock for conversion of notes, June ($0.07, per share) (unaudited)									55,000
Issuance of common stock and warrants for cash, June ($0.07, per share) (unaudited)									40,750
Issuance of common stock for cash, June ($0.08, per share) (unaudited)									34,982
Issuance of common stock for cash, July ($0.07, per share) (unaudited)									68,337
Issuance of common stock for cash, July ($0.065, per share) (unaudited)									14,008
Issuance of common stock for cash, July ($0.10, per share) (unaudited)									2,000
Issuance of common stock for cash, July ($0.26, per share) (unaudited)									1,000
Issuance of common stock for conversion of notes, July ($0.065, per share) (unaudited)									10,000
Issuance of common stock for cash, August ($0.07, per share) (unaudited)									9,100
Issuance of common stock for cash, August ($0.085, per share) (unaudited)									5,000
Issuance of common stock and warrants for cash, August ($0.10, per share) (unaudited)									148,000
Issuance of common stock for cash, August ($0.11, per share) (unaudited)									1,100
Issuance of common stock for cash, August ($0.12, per share) (unaudited)									12,000
Issuance of common stock for cash, August ($0.24, per share) (unaudited)									36,600
Issuance of common stock for cash, August ($0.26, per share) (unaudited)									36,500
Issuance of common stock for cash, August ($0.28, per share) (unaudited)									4,700
Issuance of common stock for cash, August ($0.30, per share) (unaudited)									49,200
Issuance of common stock for cash, August ($0.33, per share) (unaudited)									2,100
Issuance of common stock for services, August ($0.09, per share) (unaudited)			(108,000	)
Issuance of common stock for services, August ($0.25, per share) (unaudited)			(25,000	)
Issuance of common stock for services, August ($0.10, per share) (unaudited)			(5,000	)
Issuance of common stock for services, August ($0.16, per share) (unaudited)			(16,000	)
Issuance of common stock for cash, September ($0.10, per share) (unaudited)									2,000
Issuance of common stock for cash, September ($0.20, per share) (unaudited)									8,000
Issuance of common stock for cash, September ($0.22, per share) (unaudited)						(52,000	)		11,000
Issuance of common stock for cash, September ($0.23, per share) (unaudited)						(5,000	)		24,000
Issuance of common stock for cash, September ($0.235, per share) (unaudited)						(7,000	)
Issuance of common stock for cash, September ($0.25, per share) (unaudited)									11,500
Issuance of common stock for cash, September ($0.26, per share) (unaudited)									21,900
Issuance of common stock for cash, September ($0.30, per share) (unaudited)									6,400
Issuance of common stock for cash, September ($0.325, per share) (unaudited)									400
Issuance of common stock for cash, September ($0.33, per share) (unaudited)									22,110
Issuance of common stock for cash, September ($0.375, per share) (unaudited)									3,750
Issuance of common stock for services, September ($0.47, per share) (unaudited)									47,000
Issuance of common stock for services, September ($0.61, per share) (unaudited)			(305,000	)
Issuance of common stock for services, September ($0.50, per share) (unaudited)			(2,500	)
Issuance of common stock and exercise of warrants for a reduction in a payable, September ($0.10, per share) (unaudited)									35,000
Issuance of common stock options, July (unaudited)									40,706
Net loss for the nine months ended September 30, 2009 (unaudited)									(1,387,042	)
Balance, September 30, 2009 (unaudited)		$	(288,833	)	$	(231,090	)	$	(1,191,372	)

11

Turbine Truck Engines, Inc.

(A Development Stage Company)

Statements of Cash Flows

	For the Nine Months Ended
	September 30, 2009			September 30, 2008			Period November 27, 2000 (Date of Inception) through September 30, 2009
	(unaudited)			(unaudited)			(unaudited)
OPERATING ACTIVITIES:
Net loss	$	(1,387,042	)	$	(631,816	)	$	(10,679,048	)
Adjustments to reconcile net loss to net cash used in operating activities:
Common stock and long-term debt issued for acquisition of license agreement								2,735,649
Common stock issued for services and amortization of common stock issued for services		411,950			165,500			2,633,834
Options and warrants issued to employees, directors and consultants		77,350						604,126
Contribution from shareholder								188,706
Amortization of beneficial conversion feature		163,294			1,941			174,750
Amortization of deferred loan costs		14,300			576			15,000
Write off of deferred offering costs								119,383
Write off of deferred non cash offering costs								49,120
Depreciation		4,283			13,542			40,005
Amortization of discount on notes payable								33,858
Decrease (increase) in prepaid expenses		(28,999	)		(15,150	)		(28,999	)
Increase (decrease) in:
Accounts payable		(4,625	)		11,138			140,954
Accrued expenses		(6,000	)		5,095			269,250
Accrued payroll		(28,798	)		14,221			358,048
Accrued royalty fees		187,500			187,500			1,166,667
Accrued interest		(603	)		141			12,510
Net cash used by operating activities		(597,390	)		(247,292	)		(2,166,187	)
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								(43,723	)
Net cash used by investing activities								(43,823	)
FINANCING ACTIVITIES:
Repayment of stockholder advances		(23,854	)		(18,550	)		(157,084	)
Advances from stockholders					12,394			266,152
Increase in deferred offering costs								(194,534	)
Proceeds from issuance of common stock		720,461			202,101			2,200,300
Proceeds from exercise of options								45,000
Debt issuance costs		(10,000	)					(15,000	)
Repayment of convertible notes payable		(23,000	)					(23,000	)
Proceeds from issuance of convertible notes payable		200,000			95,000			357,250
Net cash provided by financing activities		863,607			290,945			2,479,084
NET INCREASE IN CASH		266,217			43,653			269,074
CASH, BEGINNING OF PERIOD		2,857			2,822
CASH, END OF PERIOD	$	269,074		$	46,475		$	269,074

The accompanying notes are an integral part of the financial statements

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	For the Nine Months Ended
	September 30, 2009		September 30, 2008		Period November 27, 2000 (Date of Inception) through September 30, 2009
	(unaudited)		(unaudited)		(unaudited)
Supplemental disclosures of cash flow information and noncash investing and financing activities:
Cash paid for interest	$	15,471	$	1,537	$	23,755
Subscription receivable for issuance of common stock	$	64,000	$	0	$	64,090
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	$	0	$	41,735
Value of beneficial conversion feature of notes payable	$	0	$	0	$	19,507
Deferred 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	$	0	$	25,730
Settlement of notes payable in exchange for common stock	$	0	$	0	$	356,466
Common stock issued in exchange for prepaid services	$	544,500	$	129,600	$	1,829,600
Common stock issued in exchange for accrued royalties	$	0	$	0	$	416,667
Receivable issued for exercise of common stock options	$	0	$	0	$	167,000
Common stock issued in exchange for fixed assets	$	0	$	0	$	5,000
Beneficial conversion feature on convertible notes	$	149,750	$	25,000	$	174,750
Conversion of convertible debt to equity (3,638,745 shares)	$	240,000	$	0	$	277,000
Common stock issued for accounts payable	$	35,000	$	0	$	35,000

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

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Turbine Truck Engines, Inc.

(A Development Stage Enterprise)

Notes to Financial Statements

For the Three and Nine Months Ended September 30, 2009 and 2008 (unaudited)

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

through September 30, 2009 (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. On February 20, 2008, the Company was redomiciled to the State of Nevada. 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. If the Company can successfully demonstrate of a highway truck engine using the technology, the Company intends to 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.

The Company entered into a Strategic Alliance Agreement (the “Agreement”) dated January 21, 2009 with Aerospace Machinery & Electric Co. Ltd., a Chinese corporation (“AMEC”) for the purpose of providing a framework for the collaboration between the two companies on the development and commercialization of the Detonation Cycle Gas Turbine Engine (“DCGT”) specifically for application opportunities in the Peoples Republic of China. The terms of the Agreement call for AMEC and TTE to collaborate on modifying and applying the DCGT engine technology to, among other things, create two new engine sizes: a 150hp engine for automobiles and a 400hp engine for buses. The Agreement also provides that the parties anticipate that, pursuant to AMEC’s participation and performance under this Agreement, that they will enter into a Joint Venture agreement in the future whereby TTE will grant AMEC the exclusive rights to manufacture, market and sell the DCGT engines in China.

The Agreement provides that each Company will work independently and collectively, at their own expense, in a friendly competitive manner towards the modification of the DCGT to see who can make the best design or give the best innovative ideas to the DCGT engines, with Michael Rouse, the Company’s CEO being the final decision maker on the ultimate design questions. Robert L Scragg, the inventor and patent holder has filed for patent protection in China under the PCT (Patent Cooperation Treaty). In conjunction with the Agreement, the parties also executed a Confidentiality Agreement of even date with the Agreement.

During August 2009, the Company entered into a strategic alliance with Tianjin Out Sky Technology Co., Ltd. (Tianjin), a leading Chinese bicycle parts manufacturer. Details of the agreement specify that the Company and Tianjin will collaborate on the engineering and technical development of the DCGT engine for motorcycle engine applications. The agreement also stipulates the establishment of a joint venture to manufacture, market and sell the DCGT in China once the engine has been shown to have commercial potential. Other details include Tianjin’s agreement to commit up to ten million U.S. dollars in development funding over the next eighteen months with a further commitment to purchase up to five percent of the Company’s common stock via the public markets. As of September 30, 2009, no funds have been received.

During September 2009, the Company entered into an agreement with Genes Guohao Technology Co., Ltd. (“Guohao”), a Chinese corporation. The agreement stipulates that the companies will collaborate on modifying the Company’s DCGT engine for coal fired power generation applications utilizing Dry Coal Slurry Fuel. The agreement specifies that Guohao will fully fund the project and commit its industrial, engineering, and technical development resources to its success. Guohao has committed $300,000 U.S. dollars to initially fund the project. The agreement also stipulates that the Company and Guohao will form a joint venture whereby Guohao will be licensed to manufacture, market and sell the DCGT coal fired

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engines in Mongolia. The Joint Venture Letter of Intent further specifies that Guohao, as part of the Joint Venture Agreement, will form a new corporation, and that the Company will license the DCGT to the new entity for a 49% stake in the newly formed corporation.

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 and nine month periods ended September 30, 2009 and 2008 and the Period November 27, 2000 (Date of Inception) through September 30, 2009, (b) the financial position at September 30, 2009 and December 31, 2008, and (c) cash flows for the nine month periods ended September 30, 2009 and 2008, and the Period November 27, 2000 (Date of Inception) through September 30, 2009, have been made.

The unaudited financial statements and notes are presented as permitted by Form 10-Q. 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, 2008. The results of operations for the three and nine month period ended September 30, 2009 are not necessarily indicative of those to be expected for the entire year.

In accordance with the accounting and disclosure requirements for subsequent events, the Company has evaluated subsequent events through November 19, 2009, the date of issuance of the Financial Statements. During the period from October 1, 2009 to November 19, 2009, the Company did not have any material recognizable subsequent events, except as disclosed in Note 11.

3. Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the three and nine months ended September 30, 2009 and since November 27, 2000 (date of inception) through September 30, 2009, the Company has had net losses of $635,753, $1,387,042 and $10,679,048, respectively. As of September 30, 2009, the Company has not emerged from the development stage. In view of these matters, the Company’s ability to continue as a going concern 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, joint venture agreements 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. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

4. Commitments and 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 for the fee in February 2005. The royalty fee will be reduced by production royalties paid. Unpaid royalty fees amounted to $750,000 and $562,500 as of September 30, 2009 and December 31, 2008, respectively. During the three months ended September 30, 2009, the Company determined that it is probable that accrued royalty fees will be satisfied through the issuance of common stock, accordingly, the liability was classified as a long-term liability as of September 30, 2009.

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 orginal Detonation Gas Turbine Engine in exchange for a fixed price amount. The Company expensed $10,670 related to this agreement which expired on June 30, 2007. On August 31, 2007, the Company extended the original agreement through

15

December 31, 2009 with a total additional amount not to exceed approximately $297,000. The Company incurred no costs during both the three and nine month periods ended September 30, 2009 and the three and nine month periods ended September 30, 2008.

The Company leases its corporate headquarters on a month-to-month basis. For the three and nine months ended September 30, 2009 and 2008, rent expense was $7,986, $23,956, $7,985 and $25,639, respectively.

During the year ended December 31, 2007, the Company entered into a lease agreement with Air Papa Bravo, Corporation to lease an airplane hanger for the development of the prototype. The lease agreement was for a two year period expiring March 31, 2009 with an option to extend the lease for a second two year term. The base rent is $2,000 per month and the lease agreement contained an option to purchase the facility for $310,000 at the expiration of the lease. The Company has negotiated month to month terms at the end of this lease until a new lease can be negotiated.

In April 2009, the Company issued 500,000 shares of common stock, valued at $50,000, to a consultant for various services to be performed at the discretion of the consultant. As of September 30, 2009, $30,000 is recorded in the Company’s balance sheet as prepaid consulting services paid for with common stock. For the nine months ended September 30, 2009, the Company amortized into expense $20,000 related to these services.

In July 2009, the Company issued 100,000 shares of common stock, valued at $16,000, to a consultant for various services to be performed during September and October. As of September 30, 2009, $13,333 is recorded in the Company’s balance sheet as prepaid consulting services paid for with common stock. For the nine months ended September 30, 2009, the Company amortized $2,667 into expense related to these services.

In July 2009, the Company issued 1,200,000 shares of common stock, valued at $108,000, to a consultant for services to be performed through July 2010. As of September 30, 2009, $90,000 is recorded in the Company’s balance sheet as prepaid consulting services paid for with common stock. For the nine months ended September 30, 2009, the Company amortized $18,000 into expense related to these services.

In September 2009, the Company issued 500,000 shares of common stock, valued at $305,000, to a consultant for various services to be performed during September and October. As of September 30, 2009, $152,500 is recorded in the Company’s balance sheet as prepaid consulting services paid for with common stock. For the nine months ended September 30, 2009, the Company amortized $152,500 into expense related to these services.

In September 2009, the Company issued 50,000 shares of common stock, valued at $5,000, to a consultant for media coverage. As of September 30, 2009, $500 is recorded in the Company’s balance sheet as prepaid consulting services paid for with common stock.

In September 2009, the Company issued 5,000 shares of common stock, valued at $2,500, to a consultant for services to be performed through September 2010. As of September 30, 2009, no services had been performed under the agreement and the entire balance of $2,500 is recorded in the Company’s balance sheet as prepaid consulting services paid for with common stock.

During April 2008, the Company entered into a consulting agreement for public relations services in exchange for 380,000 shares of common stock valued at $61,600 to be provided through October 2008. As of September 30, 2008, the Company had included $10,267 in prepaid consulting services paid with common stock. For the three and nine months ended September 30, 2008, the Company recognized $30,800 and $51,333, respectively, in consulting expense related to these agreements.

During May 2008, the Company entered into a consulting agreement for consulting services in exchange for 100,000 shares of common stock valued at $20,000 to be provided through May 27, 2009. As of September 30, 2008, the Company had included $13,333 in prepaid consulting services paid with common stock. For the three and nine months ended September 30, 2008, the Company recognized $5,000 and $6,667, respectively, in consulting expense related to this agreement. For the three and nine months ended September 30, 2009, the Company recognized $0 and $8,333, respectively, in consulting expense related to this agreement.

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During June 2008, the Company entered into a consulting agreement for various consulting services in exchange for 300,000 shares of common stock valued at $48,000. As of September 30, 2008, the Company had included $40,000 in prepaid consulting services paid with common stock. For the three and nine months ended September 30, 2008, the Company recognized $8,000 in consulting expense related to this agreement. For the three and nine months ended September 30, 2009, the Company recognized $0 and $28,000, respectively, in consulting expense related to this agreement.

5. Related Party Transactions

During the year ended December 31, 2003, the Company signed a note payable with a related party in the amount of $15,000. The balance at September 30, 2009 is $1,901. This note payable was unsecured, non-interest bearing and has no specific repayment terms, however, payment is not expected prior to September 30, 2010.

The due to related party account was made up of advances from the majority shareholder to assist the Company with its financial obligations. These advances were non-interest bearing, unsecured and due on demand. During the nine months ended September 30, 2009, the Company repaid the advances in full.

As of September 30, 2009 and December 31, 2008, accounts payable included $47,550 and $25,150, respectively, due to a director of the Company for various accounting services.

As of September 30, 2009, accounts payable included $10,000 due to a Company owned by the Company’s Chief Technology Officer.

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

6. Convertible Notes Payable

In June 2008, the Company issued a Convertible Debenture to Golden Gate Investors, Inc. (the “holder”) in the principal amount of $1,000,000, dated June 6, 2008, pursuant to Rule 506 promulgated by the Securities and Exchange Commission, for the purpose of accessing necessary funding to continue operations.

Pursuant to the terms of the Debenture, the related Securities Purchase Agreement, Secured Promissory Note and Stock Pledge Agreement, each executed in connection therewith, the Company has issued its $1,000,000 Convertible Debenture (the “Debenture”) for the payment by Golden Gate of $100,000 in cash and the execution and delivery by Golden Gate of a $900,000 Secured Promissory Note of even date (the “Note”), bearing interest at 8% per annum. During the nine months ended September 30, 2009, Golden Gate advanced the Company an additional $200,000 cash, thereby reducing the Secured Promissory Note to $700,000. For financial statement purposes, these items have been netted, as the Company has the legal right of offset.

The Debenture bears interest at 7.75% per annum, payable monthly, maturing June 30, 2012, and was secured by a Continuing Personal Guaranty, whereby the Company’s Chief Executive Officer and majority shareholder guaranteed the Company’s obligations for a period of eight months. The Debenture Holder shall be entitled to convert into common stock of the company at the conversion price equal to the lesser of (i) $0.50, or (ii) 80% of the average of the 3 lowest Volume Weighted Average Prices during the 20 Trading Days prior to Holder’s election to convert, as such terms are defined in the Debenture. The Holder can only convert that amount of the Debenture that has actually been paid for by either cash at closing or principal pre-payments made on the Promissory Note.

Golden Gate’s Promissory Note is payable at the rate of 8% per annum, payable monthly and provides that for the prepayment of the Note in an amount not less than $200,000 monthly upon the triggering of certain events. It matures on June 30, 2012.

17

During the nine months ended September 30, 2009, related to the convertible note payable, the holders converted $240,000 of convertible notes to 3,638,745 shares of common stock at conversion prices ranging from $0.06 to $0.09 per share.

The Company’s Chief Executive Officer and majority shareholder has the ability to increase the authorized shares of common stock of the Company to a level that would maintain the net share settlement of any potential conversion within the Company’s control. As a result, the embedded conversion option was determined to be a component of equity. Accordingly, the Company recorded a beneficial conversion feature (BCF) based on the intrinsic value of the Company’s common stock at the commitment date of the debenture. The debt discount associated with the BCF was being amortized over the life of the debt. During the three and nine months ended September 30, 2009 and 2008, the Company amortized into interest expense $32,196, $163,294, $0 and $1,941, respectively of the BCF.

The agreement also calls for the Company to maintain timely filing of all reports required by the Securities and Exchange Commission (“SEC”). In the event the Company does not maintain timely filings, the note calls for a default payment of 150% of the outstanding principle balance. Per the guidance in EITF 00-19, if the note holder’s require cash payments in the event the Company fails to make timely filings with the SEC, then the contract must be classified as an asset or a liability. The Company has not historically been late on its filings with the SEC, so the probability of the Company filing late is so remote as to make the fair value of the embedded derivative de minimus, therefore, the Company has not recorded an underlying asset or liability associated with this feature. In addition, no amounts were outstanding on the debenture as of September 30, 2009.

The debenture also has an interest rate adjustment indexed to changes in the Company’s common stock. In the event that the Company’s common stock trades at $0.049 or lower, at any time during the six month period from the date of the agreement, and ending on the six month anniversary date of the agreement, the interest rate increases to 9.75% for the remaining life of the debenture. The Company has determined that feature was a derivative liability. However, as of September 30, 2009, the derivative liability was determined to have no value.

The agreement has certain redemption features, including reorganization of capital, consolidation or merger or sale of substantially all of the Company’s property and business that could require the Company to redeem the debenture at 150% of the face value amount. As of September 30, 2009, there were no debentures outstanding.

The following table presents the activity during 2008 and the period ended September 30, 2009 related to the debenture:

Original Principal balance of the debenture	$	100,000
Less reduction for:
Intrinsic value of beneficial conversion feature		(25,000	)
Recorded at closing	$	75,000
Amounts converted into common stock		(37,000	)
Amortization of beneficial conversion feature (interest expense) through December 31, 2008		11,456
Carrying value at December 31, 2008	$	49,456
Addition to the principal balance of the debenture		200,000
Less reduction for:
Intrinsic value of beneficial conversion feature		(149,750	)
		99,706
Amounts converted into common stock		(240,000	)
Repayment of the debenture		(23,000	)
Amortization of beneficial conversion feature (interest expense) through September 30, 2009		163,294
Carrying value at September 30, 2009	$	0

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7. Fair Value Measurements

Fair value measurement accounting clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other then quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

There are no assets and liabilities outstanding at September 30, 2009 that are measured at fair value on a recurring basis.

8. Stock Options and Warrants

The Company issues common stock, common stock options and warrants to consultants for various services. Costs for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (i) the date at which the counterparty’s performance is complete. For the nine month periods ended September 30, 2009 and 2008 the Company recognized $357,000 and $165,520, respectively, in consulting expenses related to stock issued for these services.

Stock-based compensation cost recognized during the nine months ended September 30, 2009 and 2008 includes compensation cost for all share-based payments granted prior to, but not yet vested, as of January 1, 2006 and compensation cost for all share-based payments granted subsequent to January 1, 2006, based on their respective grant date fair values estimated in accordance with U.S. GAAP. The Company recognizes compensation expense on a straight-line basis over the requisite service period.

The aggregate intrinsic value of options outstanding and exercisable at September 30, 2009, based on the Company’s closing stock price of $0.50 was $439,174. The aggregate intrinsic value of options outstanding and exercisable at September 30, 2008, based on the Company’s closing stock price of $0.18 was $0. Intrinsic value is the amount by which the fair value of the underlying stock exceeds the exercise price of the options.

During the nine months ended September 30, 2009 and 2008, the Company issued 717,413 and 100,000 warrants, respectively, in conjunction with the issuance of common stock. The warrants entitle the holder to purchase 717,413 and 100,000 shares of the Company’s common stock, respectively, at any time, at exercise prices ranging from $0.25 – $1.00 per share.

The Company’s 2006 Incentive Compensation Plan authorizes up to 2,000,000 shares of common stock to any employee or Consultant during any one calendar year for grants of both incentive stock options and

19

non-qualified stock options to key employees, officers, directors, and consultants. Options granted under the Plan must be exercised within a term determined by the Board of Directors. The Option Price payable for the shares of Common Stock covered by any Option shall be determined by the Board of Directors, provided that such exercise price shall not be less than 100% of the Fair Market Value of a Share on the date of grant of the Option and shall not, in any event, be less than the par value of a Share on the date of grant of the Option. The Company granted 900,000 and 0 common stock options to consultants and directors and recognized $77,350 and $0 in compensation expense for the nine month periods ended September 30, 2009 and 2008, respectively.

The Company’s 2008 Incentive Compensation Plan authorizes up to 5,000,000 shares of common stock to restrictions on resale upon the purchasers of the Stock from the employees or the consultants, unless contained in the written award approved by the Board of Directors. As of September 30, 2009, no shares have been issued under this plan.

The fair value of each option under the 2006 Incentive Compensation Plan was estimated on the date of grant using the Black Scholes model that uses assumptions noted in the following table. Expected volatility is based on the Company’s historical market price at consistent points in periods equal to the expected life of the options. The expected term of options granted is based on the Company’s historical experience. The risk-free interest rate for the periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company estimates forfeitures; both at the date of grant as well as throughout the requisite service period, based on the Company’s historical experience and future expectations.

	September 30, 2009
Expected volatility	144% – 153	%
Expected dividends	0
Expected term	5 years
Risk-free rate	1.44% – 2.33	%

The following table represents our stock option and warrant activity for the nine months ended September 30, 2009:

	Shares		Range of Exercise Prices		Weighted Average Grant Date Fair Value
Outstanding and Exercisable
Outstanding at December 31, 2008	1,398,413		$	0.10 – 2.00
Options and warrants granted	1,617,413		$	0.10 – 1.00	$	0.09
Options and warrants exercised	(200,000	)	$	0.10
Options and warrants cancelled or expired	(820,913	)	$	0.43 – 0.50
Outstanding at September 30, 2009	1,994,913		$	0.10 – $2.00
Exercisable at September 30, 2009	1,994,913		$	0.10 – $2.00

The following table summarizes information about options and warrants outstanding and exercisable as of September 30, 2009:

		Outstanding Options and Warrants				Exercisable Options and Warrants
Range of Exercise Price		Number Outstanding	Weighted Average Remaining Life	Weighted Average Price		Weighted Average Remaining Life	Number Exercisable	Weighted Average Price
$	0.10 – $2.00	1,994,913	4.50 Years	$	0.49	4.50 Years	1,994,913	$	0.49

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Net cash proceeds from the exercise of options and warrants were $0 for each of the nine months ended September 30, 2009 and 2008, respectively. The intrinsic value of options and warrants exercised was $0 and $0, respectively, for the nine months ended September 30, 2009 and 2008.

The grant date fair value of options and warrants issued for the nine months ended September 30, 2009 and 2008 was $0.09 and $0.00, respectively. The fair value of options and warrants vested during the nine months ended September 30, 2009 and 2008 was $77,350 and $0, respectively.

9. Earnings per Share

Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted average common shares outstanding for the period. Diluted loss per share is computed giving effect to all potentially dilutive common shares. Potentially dilutive common shares may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common stock. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered antidilutive and thus are excluded from the calculation. For the three and nine month periods ended September 30, 2009 and 2008 and for the period from November 27, 2000 (Date of Inception) through September 30, 2009 and 2008, the Company had 1,994,913, 2,198,413 and 1,994,913 potentially dilutive common stock options, respectively, which were not included in the computation of loss per share.

10. Recent Accounting Pronouncements

On September 30, 2009, the Company adopted changes issued by the Financial Accounting Standards Board (FASB) to the authoritative hierarchy of GAAP. These changes establish the FASB Accounting Standards Codification^TM (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead the FASB will issue Accounting Standards Updates. Accounting Standards Updates will not be authoritative in their own right as they will only serve to update the Codification. These changes and the Codification itself do not change GAAP. Other than the manner in which new accounting guidance is referenced, the adoption of these changes had no impact on the Financial Statements.

In June 2009, the FASB issued changes to the accounting for variable interest entities. These changes require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity; to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity; to eliminate the quantitative approach previously required for determining the primary beneficiary of a variable interest entity; to add an additional reconsideration event for determining whether an entity is a variable interest entity when any changes in facts and circumstances occur such that holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of the entity that most significantly impact the entity’s economic performance; and to require enhanced disclosures that will provide users of financial statements with more transparent information about an enterprise’s involvement in a variable interest entity. These changes become effective for the Company on January 1, 2010. Management is currently evaluating the potential impact of these changes on the Financial Statements.

On June 30, 2009, the Company adopted changes issued by the FASB to accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued, otherwise known as “subsequent events.” Specifically, these changes set forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance

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sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date.

Other recent accounting pronouncements issued by FASB, 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.

11. Subsequent Events

Subsequent to September 30, 2009, the Company entered into an employment agreement with the Company’s Chief Technology Officer which began November 1, 2009. The employment agreement is for a one year term and provide for payments of an annual base salary of $24,000, which may be accrued if determined by the Board of Director’s to assist with cash flows of the Company. An additional performance-based bonus is provided for, to be issued in the Company’s common stock with the underlying value not to exceed $300,000, to be determined by the Company’s Board of Directors.

During October and November 2009, the Company issued 283,352 shares of common stock for cash of $51,200.

In October 2009, the Company agreed to issue 100,000 shares of common stock valued at $10,000 for payment of a vendor invoice.

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PART I—FINANCIAL INFORMATION

Management’s Discussion and Analysis of Financial Condition and Results 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.

OVERVIEW OF THE COMPANY

Turbine Truck Engines, Inc. was incorporated in Delaware on November 27, 2000. On February 20, 2008, the Company was redomiciled to the State of Nevada. On December 15, 2000, we acquired the option rights for an exclusive License from Alpha Engines Corporation (“Alpha”) for manufacturing and marketing heavy duty highway truck engines utilizing Alpha’s “Detonation Cycle Gas Turbine Engine” (“DCGT”) technology embodied in U.S. Patent No. 6,000,214 and other proprietary technology and rights owned by Alpha including Marketing Survey Data in the highway trucking industry. We exercised our option and acquired the licensing rights on July 22, 2002.

The Company entered into a LOI Joint Venture Agreement dated September 7, 2009 with GENES GUOHAO TECHNOLOGY, Co., Ltd., a Chinese corporation (“GUOHAO”) for the purpose of providing a framework for the collaboration between the two companies on the modification of the DCGT engine for coal fired power generation engine applications. The terms of the Agreement call for GUOHAO to fully fund the project and devote all available resources towards the development of the new fuel source and to work in collaboration with all of the Company’s development partners in the design modifications, construction, and testing for a dry coal slurry fuel for the DCGT. Upon completion, GUOHAO will form a new corporation to Joint

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Venture with TURBINE. TURBINE, in return will then license the DCGT to the new entity for a 49% ownership interest. The Joint Venture, the terms of which are to be determined at a later date, will license the entity to manufacture and sell the DCGT coal fired engines in Mongolia.

The Company entered into a Strategic Alliance Agreement dated August 10, 2009 with Tianjin Out Sky Technology, Co. Ltd., a Chinese corporation (“TIANJIN”). The Company entered into the Agreement for the purpose of collaborating on the engineering, technical development and commercialization of the DCGTE for motorcycle engine applications; and for the subsequent manufacturing, marketing and sale of the DCGT engines in China once commercial market potential has been achieved.

The Agreement provides in material part that the Company will (a) provide TIANJIN with milestones and get them up to speed on the current status of the development; (b) file for patent protection in China under Patent Cooperation Treaty; and (c) file for new engine application with World Intellectual Property Organization. In addition, the Company and TIANJIN intend to form a joint venture whereby TIANJIN will be licensed to manufacture, market and sell DCGT motorcycle engine in China.

TIANJIN and the Company have agreed to work in good faith towards modifying the engine for motorcycle engine applications. TIANJIN has committed to fund up to 10 million US dollars over the next 18 months for project development costs and will work with the Company’s development partners to aid in the development of a viable motorcycle application for the DCGT. TIANJIN will also purchase up to 5% of the Company’s common stock on the open market.

The Company entered into a Strategic Alliance Agreement dated January 21, 2009 with Aerospace Machinery & Electric Co. Ltd., a Chinese corporation (“AMEC”) for the purpose of providing a framework for the collaboration between the two companies on the development and commercialization of the DCGTE specifically for application opportunities in the Peoples Republic of China. The terms of the Agreement call for AMEC and TTE to collaborate on modifying and applying the DCGT engine technology to, among other things, create two new engine sizes: a 150hp engine for automobiles and a 400hp engine for buses. The Agreement also provides that the parties anticipate that, pursuant to AMEC’s participation and performance under this Agreement, that they will enter into a Joint Venture agreement in the future whereby TTE will grant AMEC the exclusive rights to manufacture, market and sell the DCGT engines in China.

The Agreement provides that each Company will work independently and collectively, at their own expense, in a friendly competitive manner towards the modification of the DCGT to see who can make the best design or give the best innovative ideas to the DCGT engines, with Michael Rouse, the Company’s CEO being the final decision maker on the ultimate design questions. Robert L Scragg, the inventor and patent holder has filed for patent protection in China under the PCT (Patent Cooperation Treaty). In conjunction with the Agreement, the parties also executed a Confidentiality Agreement of even date with the Agreement.

Alpha has completed the design and prototype of a 540 hp engine for use in highway trucks. The Company entered into a contractual agreement (the “Agreement”) dated July 1, 2008 with AbM Engineering, LLC (AbM) for the purpose of the continued development and testing of the current 540 horsepower DCGT engine and a 70 horsepower/50kw generator combination. AbM is currently working in a collaborative effort with AMEC’s engineers to modify and test other DCGT engine applications.

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Under our Agreement with Alpha, they will continue to consult and advise with AbM Engineering on future developments of this 540 horsepower DCGT highway truck engine prototype at AbM’s facilities in Daytona Beach, Florida. We receive ongoing status reports of their progress but do not participate in the design, construction and/or testing of the engine. This new energy efficient detonation cycle gas turbine can be designed and manufactured as a new or replacement engine for all heavy duty trucks that utilize engines ranging from 300 to 1,000 horsepower.

It was our initial intention to target 18 wheel class 8 vehicles commonly used for transporting goods throughout the United States for distribution of our engine, however, the Company now intends to license other applications of the DCGT engine technology as deemed necessary and appropriate to further the development and commercialization of the engines.

Detonation refers to an instant burning of a fuel-air mixture producing an explosion. Cycle refers to the explosion happening in one chamber and then in another chamber, repeating over and over again. Gas is the fuel which is in a gaseous state. Turbine is a rotating wheel or disk connected to a shaft spinning in one direction. This combined process along with the EIC process creates the high efficiency, low emission engine that we intend to bring to market.

OUR BUSINESS PLAN

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 AbM Engineering in collaboration with AMEC to design, construct and test a 540 horsepower engine prototype for our licensed application (see “Business of the Company”, “Our Product.”). In addition, we are working with AbM and our foreign partners to develop and commercialize additional applications of the technology, for which TTE will aquire additional licenses as required.

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 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.

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The following steps have been or are being taken by the Company to demonstrate the viability of a final prototype engine:

Step 1 The completion of the design has been done and the prototype engine has been built

Step 2 The Company has leased its office and demonstration facilities

Step 3 The Engine is undergoing continuing testing and development, the cost of which is anticipated to be approximately $2,500,000

In Step 3, we will rely on AbM, AMEC, TIANJIN, GUOHAO and potentially other foreign or domestic partners to develop and test the prototype engine at their facilities. AbM, AMEC, and the others will conduct test demonstrations to show the viability and function of the engine. The cost of the on-going testing is expected to be funded from the proceeds of a private placement offering.

For the three months ended September 30, 2009 compared to the three months ended September 30, 2008:

Research and development costs for the three months ended Septmeber 30, 2009 and 2008, totaled $8,614 and $34,847, respectively. The decrease of $26,233 was primarily attributable to additional costs incurred for the testing of the DCGT engine in 2008.

Operating Costs – During the three months ended September 30, 2009 and 2008, operating costs totaled $573,419 and $234,342, respectively. The increase of $339,077 was mainly attributable to a $197,367 increase in consulting expenses due to several new consulting contracts, the Company also had an approximate $88,000 increase in professional fees in 2009. The Company incurred an additional $14,500 increase in travel expenses related to the AMEC agreement. Finally, for the three month’s ended September 30,2009 the Company had an increase of $40,700 in stock based compensation awards over the same period in 2008.

Interest (Income) Expense - Net - During the three months ended September 30, 2009 and 2008 net interest expense totaled $53,720 and $(624), respectively. The increase of $54,344 was due to the Company issuing a convertible debenture to Golden Gate Investors, Inc. and the amortization of the beneficial conversion feature associated with the debentures during 2009.

The net loss for the three months ended September 30, 2009 and 2008 was $635,753 and $268,565, respectively. The increase of $367,188 was mainly attributable to the increase in operating costs and net interest expenses.

For the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008:

Research and development costs for the nine months ended September 30, 2009 and 2008, totaled $80,250 and $35,177, respectively. The increase of $45,073 was primarily attributable to the Company entering into a contract with AbM Engineering to work on the DGCT engine.

Operating Costs – During the nine months ended September 30, 2009 and 2008, operating costs totaled $1,114,350 and $589,702, respectively. The increase of $524,648 was mainly attributable to a $237,222 increase in consulting expenses due to several new contracts entered into in 2009, a $50,300 increase in payroll expenses due to increases in salaries for two of the Company’s officer’s, as they had taken a reduction in the prior year to conserve operating capital, the Company also had a $135,820 increase in professional fee expenses in 2009, which the Company

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did not have any similar expenditures in 2008. The Company also incurred an additional $35,300 in travel related costs, and $14,900 in additional insurance costs due to the Company for a Director’s and Officer’s insurance policy that the Company did not previously have. Finally, the Company incurred $40,300 in stock based compensation in 2009.

Interest (Income) Expense - Net - During the nine months ended September 30, 2009 and 2008 net interest expense totaled $192,442 and $6,937, respectively. The increase of $185,505 was due to the Company issuing a convertible debenture to Golden Gate Investors, Inc. and the amortization of the beneficial conversion feature associated with the debentures during 2009.

The net loss for the nine months ended September 30, 2009 and 2008 was $1,387,042 and $631,816, respectively. The increase of $755,226 was mainly attributable to the increase in research and development expenses, operating costs and net interest expenses.

LIQUIDITY AND CAPITAL RESOURCES

As shown in the accompanying financial statements, for the three and nine months ended September 30, 2009 and since November 27, 2000 (date of inception) through September 30, 2009, the Company has had net losses of $635,753, $1,387,042 and $10,679,048, respectively. As of September 30, 2009, the Company has not emerged from the development stage. In view of these matters, the Company’s ability to continue as a going concern 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 September 30, 2009 we raised cash of $2,005,766 net of issuance costs, through private placements of common stock financings and $357,250 through the issuance of convertible notes payable.

Since our inception through September 30, 2009 we have incurred $3,498,442 of research and development costs. 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 the agreement with AbM Engineering to assist in the development of the DCGT engine.

We have incurred significant net losses and negative cash flows from operations since our inception. As of September 30, 2009, we had an accumulated deficit of $10,679,048 and working capital of $179,109.

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.

On June 6, 2008, the Company issued a 7 ³/4 Convertible Debenture to Golden Gate Investors, Inc. in the principal amount of $1,000,000, pursuant to Rule 506 promulgated by the Securities and Exchange Commission, for the purpose of accessing necessary funding to continue operations.

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Pursuant to the terms of the Debenture, the related Securities Purchase Agreement, Secured Promissory Note and Stock Pledge Agreement, each executed in connection therewith, the Company has issued its $1,000,000 Convertible Debenture (the “Debenture”) for the payment by Golden Gate of $100,000 in cash and the execution and delivery by Golden Gate of a $900,000 Secured Promissory Note of even date (the “Note”), bearing interest at 8% per annum. During the nine months ended September 30, 2009, Golden Gate advanced the Company an additional $200,000 cash, thereby reducing the Secured Promissory Note to $700,000.

The Debenture bears interest at 7.75% per annum, payable monthly, maturing June 30, 2012, and is secured by a Continuing Personal Guaranty by, Michael H. Rouse, the Company’s CEO. The Holder shall be entitled to convert into common stock of the company at the conversion price equal to the lesser of (i) $0.50, or (ii) 80% of the average of the 3 lowest Volume Weighted Average Prices during the 20 Trading Days prior to Holder’s election to convert, as such terms are defined in the Debenture. The Holder can only convert that amount of the Debenture that has actually been paid for by either cash at closing or principal pre-payments made on the Promissory Note.

Golden Gate’s Promissory Note is payable at the rate of 8% per annum, payable monthly and provides that for the prepayment of the Note in an amount not less than $200,000 monthly upon the happening of certain events. It matures on June 30, 2012.

Provided certain conditions are met, pursuant to the terms of the Securities Purchase Agreement executed between the parties, Golden Gate or its assigns has the right to enter into 4 additional Debentures with the Company upon similar terms. The Company incurred no additional expenses in this matter and the Company is utilizing the proceeds for its on-going working capital needs.

In July 2009, in connection with the convertible notes discussed in Note 6, the holders converted $33,000 of convertible notes and received $34,500 in cash and 153,941 shares of common stock. The conversion price was $0.06 per share.

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. 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. Based on our anticipated growth, we plan to add several employees to our staff.

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.

The Company entered into a Strategic Alliance Agreement (the “Agreement”) dated January 21, 2009 with Aerospace Machinery & Electric Co. Ltd., a Chinese corporation (“AMEC”) for the purpose of providing a framework for the collaboration between the two companies on the development and commercialization of the Detonation Cycle Gas Turbine Engine (“DCGT”) specifically for application opportunities in the Peoples Republic of China. The terms of the Agreement call for AMEC and TTE to collaborate on modifying and applying the DCGT engine

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technology to, among other things, create two new engine sizes: a 150hp engine for automobiles and a 400hp engine for buses. The Agreement also provides that the parties anticipate that, pursuant to AMEC’s participation and performance under this Agreement, that they will enter into a Joint Venture agreement in the future whereby TTE will grant AMEC the exclusive rights to manufacture, market and sell the DCGT engines in China.

The Agreement provides that each Company will work independently and collectively, at their own expense, in a friendly competitive manner towards the modification of the DCGT to see who can make the best design or give the best innovative ideas to the DCGT engines, with Michael Rouse, the Company’s CEO being the final decision maker on the ultimate design questions. Robert L Scragg, the inventor and patent holder has filed for patent protection in China under the PCT (Patent Cooperation Treaty). In conjunction with the Agreement, the parties also executed a Confidentiality Agreement of even date with the Agreement.

The Company may receive proceeds in the future from the exercise of warrants and options outstanding as of September 30, 2009 in accordance with the following schedule:

	Approximate Number of Shares	Approximate Proceeds
Non-Plan Options and Warrants	1,994,913	$	974,300

During the coming year, based on our anticipated growth, we plan to add several employees to our staff.

OFF-BALANCE SHEET ARRANGEMENTS

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4T. Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of and for the period covered by this Quarterly Report on Form 10-Q. Based upon such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were not effective. The controls were determined to be ineffective due to the lack of segregation of duties. Currently, management contracts with an outside CPA to perform the duties of the Chief Financial Officer and Principle Accounting Officer and an outside consultant to assist with the preparation of the filings. However, until the Company has received additional funding, they are unable to remediate the weakness.

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Changes in Internal Control Over Financial Reporting

No change in the Company’s internal control over financial reporting occurred during the three months ended September 30, 2009, that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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. Unregistered Sales of Equity Securities and Use of Proceeds

During the three month period ended September 30, 2009, 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 July 2009, the Company issued 976,250 shares of common stock for cash at a price of $0.07 per share.

During July 2009, the Company issued 215,500 shares of common stock for cash at a price of $0.065 per share.

During the July 2009, the Company issued 20,000 shares of common stock for cash valued at a price of $0.10 per share.

During the July 2009, the Company issued 3,846 shares of common stock for cash valued at a price of $0.26 per share.

During July 2009, the Company issued 153,941 shares of common stock for the conversion of notes payable at a price of $0.065 per share.

During August 2009, the Company issued 130,000 shares of common stock for cash valued at a price of $0.07 per share.

During August 2009, the Company issued 58,822 shares of common stock for cash at a price of $0.085 per share.

During August 2009, the Company issued 1,480,000 shares of common stock for cash at a price of $0.10 per share.

During August 2009, the Company issued 10,000 shares of common stock for cash at a price of $0.11 per share.

During August 2009, the Company issued 100,000 shares of common stock for cash at a price of $0.12 per share.

During August 2009, the Company issued 152,498 shares of common stock for cash at a price of $0.24 per share.

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During August 2009, the Company issued 140,384 shares of common stock for cash at a price of $0.26 per share.

During August 2009, the Company issued 16,785 shares of common stock for cash at a price of $0.28 per share.

During August 2009, the Company issued 164,000 shares of common stock for cash at a price of $0.30 per share.

During August 2009, the Company issued 6,363 shares of common stock for cash at a price of $0.33 per share.

During August 2009, the Company issued 1,200,000 shares of common stock for services at a price of $0.09 per share.

During August 2009, the Company issued 100,000 shares of common stock for services at a price of $0.25 per share.

During August 2009, the Company issued 50,000 shares of common stock for services at a price of $0.10 per share.

During August 2009, the Company issued 100,000 shares of common stock for services at a price of $0.16 per share.

During September 2009, the Company issued 20,000 shares of common stock for cash at a price of $0.10 per share.

During September 2009, the Company issued 40,000 shares of common stock for cash at a price of $0.20 per share.

During September 2009, the Company issued 286,361 shares of common stock for cash at a price of $0.22 per share.

During September 2009, the Company issued 126,086 shares of common stock for cash at a price of $0.23 per share.

During September 2009, the Company issued 29,787 shares of common stock for cash at a price of $0.235 per share.

During September 2009, the Company issued 46,000 shares of common stock for cash at a price of $0.25 per share.

During September 2009, the Company issued 84,230 shares of common stock for cash at a price of $0.26 per share.

During September 2009, the Company issued 21,333 shares of common stock for cash at a price of $0.30 per share.

During September 2009, the Company issued 1,230 shares of common stock for cash at a price of $0.325 per share.

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During September 2009, the Company issued 67,000 shares of common stock for cash at a price of $0.33 per share.

During September 2009, the Company issued 10,000 shares of common stock for cash at a price of $0.375 per share.

During September 2009, the Company issued 100,000 shares of common stock for services at a price of $0.47 per share.

During September 2009, the Company issued 500,000 shares of common stock for services at a price of $0.61 per share.

During September 2009, the Company issued 5,000 shares of common stock for services at a price of $0.50 per share.

During September 2009, the Company issued 350,000 shares of common stock for a reduction in accounts payable at a price of $0.10 per share.

Item 3. Defaults upon Senior Securities

There have been no defaults in any material payments during the covered period.

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

During the three month period ended September 30, 2009, the Company did not submit any matters to a vote of its security holders.

Item 5. Other Information

The Company does not have any other material information to report with respect to the three month period ended September 30, 2009.

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 Principal Financial Officer (This certification required as Exhibit 31 under Item 601(a) of Regulation S-K is filed as Exhibit 99.1 pursuant to SEC interim filing guidance.) (2)
31.2	Certification of the Principal Accounting Officer (This certification required as Exhibit 31 under Item 601(a) of Regulation S-K is filed as Exhibit 99.2 pursuant to SEC interim filing guidance.) (2)
32	Written Statements of the Chief Executive Officer, Principal Financial Officer, and Principal Accounting Officer (This certification required as Exhibit 32 under Item 601(a) of Regulation S-K is furnished in accordance with Item 601(b)(32)(iii) of Regulation S-K as Exhibit 99.3 pursuant to SEC interim filing guidance.) (2)

(b) January 27, 2009 – Entry into a material definitive agreement with Aerospace Machinery & Electric Equipment Co. Ltd, a Chinese corporation.

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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: November 19, 2009	By:	/S/    MICHAEL ROUSE
		Chief Executive Officer and Chairman of the Board (Principal Executive Officer and Principal Financial Officer)
Dated: November 19, 2009	By:	/S/    REBECCA A. MCDONALD
		Principal Accounting Officer

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