Turbine Truck Engines Inc (TTEG) SEC Annual Report (10-K) for 2013

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-K

For the fiscal year ended December 31, 2013

For the transition period from ______, 20 ____, to ______, 20_____.

Commission File Number 333-109118

46600 Deep Woods Road, Paisley Florida 32767

(Address of Principal Executive Offices)

(386) 943-8358

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(g) of the Act:

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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 (Section 232.405) during the preceding 12 months. Yes o No o

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

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 definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

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

The Aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter, June 30, 2013 was $8,044,593.

There were 277,098,547 shares of the Registrant's $0.001 par value common stock outstanding as of April 11, 2014.

Documents incorporated by reference:

None

TURBINE TRUCK ENGINES, INC.

FORM 10-K INDEX

TURBINE TRUCK ENGINES, INC.

This Annual Report on Form 10-K and the documents incorporated herein by reference contain forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on current expectations, estimates and projections about Turbine Truck Engines Inc.'s industry, management beliefs, and assumptions made by management. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict; therefore, actual results and outcomes may differ materially from what is expressed or forecasted in any such forward-looking statements.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Turbine Truck Engines, Inc. was incorporated in Delaware on November 27, 2000. On February 20, 2008, the Company was re-domiciled to the State of Nevada. The Company is currently pursuing several different lines of business, including (a) the continued development of the Detonation Cycle Gas Turbine Engine" ("DCGT"); (b) the commercialization of a new hydrogen generation process for use in multiple industries; and (c) the development of a gas to liquid process based upon patents held by Robert Scraggs.

The development of the DCGT Engine has been at the core of the Company's business for many years. 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 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. Alpha has completed the design and prototype of a 540 hp engine for use in highway trucks.

The Company has a number of agreements regarding the development and manufacture of the DCGT Engine over the last few years that have terminated of their own accord, but which the Company classifies as "on hold", pending the successful completion the testing of the 6th generation prototype that is a condition precedent to the development of the engine which would serve as a platform for these companies to work off of. Upon the successful completion of the testing of the 6th generation prototype, the Company intends revisit these strategic alliances and potential joint ventures

The Company, through AbM Engineering, completed the 6th generation prototype in June 2011 and is continuing the testing thereof, subject to the receipt of adequate funding.

OTHER AGREEMENTS

The Company entered into various strategic alliances with foreign companies during 2009 and 2010. Any changes during the year ended December 31, 2013, have been disclosed in the Company's 8-K filing dated April 3, 2013, with the SEC. These changes do not warrant further disclosure to these financial statements. The agreements with GUOHAO, TIANJIN and BEIJING ROYAL are based on the Company building, testing and demonstrating a prototype that will meet the efficiencies required to commercialize the engine for their respective products. Once the Company has demonstrated that it can produce an engine with the power output and efficiencies required, the parties that they would be willing to discuss reinstituting the original agreements for the respective companies to fulfill their agreements and fund the Company to bring the engine to full commercialization for that product will begin.

PRODUCT STATUS

THE DCGT ENGINE

To date, our DCGT Engine is not yet marketable, but we have completed initial testing of the 6th generation prototype. The Company continues to demonstrate the engine to investors and potential joint venture partners. Over the course of the last few years, the Company has entered into numerous strategic alliances and potential joint ventures for the development of the engine; however, those agreements have been placed on hold pending the successful completion of the testing on the 6th generation prototype. The prototype was completed in June 2011, and preliminary testing has been completed. Additional testing and modification of the 6 th generation prototype was completed in the last quarter of 2012 by AbM Engineering, who continues to perform modifications and comprehensive testing, which will continue, on a schedule which is dependent upon adequate funding being received by the Company. Costs incurred for the prototype, if any, was included research and development costs in the Statements of Operations. February 2014 the announcement by President Obama, for the Environmental Protection Agency ("EPA") and National Highway Traffic Safety Administration ("NHTSA") to create new fuel-efficiency CAFE standards and greenhouse gas reductions by March 2016 for both heavy and medium-duty trucks, This announcement has caused Turbine Truck Engines to receive numerous inquiries and renewed interest about its Detonation Cycle Gas Turbine ("DCGT").

Once the Company has demonstrated that it can produce an engine with the power output and efficiencies required of the marketplace, the Company will revisit the prior agreements, as they have indicated that they remain interested. The Company continues to pursue funding to bring the engine to full commercialization.

OUR PRODUCTS AND BUSINESS LINES

Detonation Cycle Gas Turbine Engine

Our product is slated to be a new energy-efficient, Detonation Cycle Gas Turbine Engine ("DCGT") for heavy-duty highway trucks as well as other potential applications. To date, we have no marketable product and will rely on the research firm of AbM Engineering and potential Strategic Alliance partners to continue the development and testing of our 6 th generation prototype that will conform to our licensed application. Since our inception, we have continued to raise capital to bring this patented technology closer to where it can be utilized in a common market.

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 Electromagnetic Isothermal Combustion "(EIC") process creates the high efficiency, low emission engine that we intend to bring to market.

Alpha's completed the design and prototype of a 540 hp engine for use in highway trucks. Through the course of the development of the engine, the company has expanded its focus to the utilization of the technology to power generation applications which are easier to commercialize, due to the inherent issues arising in the integration into existing systems. The Company is currently testing the 6th generation prototype, however, this takes a considerable amount of money.

Under our Agreement with Alpha, they will continue to consult and advise with AbM Engineering on future development of this 540 horsepower DCGT highway truck engine prototype at AbM's facilities in Daytona Beach, Florida. The continued pursuit of the technology for use in highway trucks will not continue to be pursued until we have made significantly more progress on the 6 th generation prototype.

It was our initial intention solely to target 18 wheel class 8 vehicles commonly used for transporting goods throughout the United States for distribution of our engine, however, the Company has determined to focus on the power generation applications of the engine at this time.

PATENTS AND LICENSE

Patent #6000214 is a novel patent with a 20-year life from the filing date of December 16, 1997. The patent was based on research and development beginning in 1984, which included the design, construction, and testing of four (4) working prototypes. The patent attorneys were Schoemaker & Mattare Ltd. The inventor has and will file additional patents to protect any new developments in the engine technology. We will have access to any new patent filings on the highway truck engines as provided for in our licensing agreement.

This patent in its simplicity makes it very unique. A detonation cycle gas turbine engine includes a turbine rotor contained in a housing. The exhaust ports of respective valve-less combustion chambers are located on opposite sides of the rotor directing combustion gases toward the turbine. The chambers are connected by a valve-less manifold fed with fuel and oxidizer. When combustible gases are detonated by an igniter in one of the combustion chambers, the back pressure from the detonation shuts off the fuel and oxidizer flow to that chamber and redirects the fuel and oxidizer to the opposite chamber, where detonation occurs. The process repeats cyclically. Power is taken off the rotor shaft mechanically or electrically.

The invention utilizes a water wheel as the turbine wheel which has blades that are positively displaced through a blade race by the rapid expansion of gases exiting from combustion chambers via nozzles, rather than pistons or gas turbines.

Our engine has a blower, rather than a compressor, to supply less air per horsepower hour than required by existing gas turbines or piston engines, thereby producing less exhaust gases per horsepower hour.

The blower supplies low pressure air via a single manifold to two combustion chambers simultaneously thereby requiring less work to complete a detonation cycle, resulting in higher thermo mechanical efficiencies than gas turbines or piston engines.

The engine manifolds, combustion chambers, and ignition system has the capability of cyclically detonating fuel-air mixtures without using valves. The engine uses a fuel pump and vaporizers to gasify wet fuels prior to mixing with combustion air in the manifolds to produce complete combustion of all fuel-air mixtures in the detonation process. The engine uses a plasma arc ignition, a visibly constant illuminating plasma flame between two electrodes to detonate fuel-air mixtures and does not require critical ignition timing.

Low pressure air and fuel mixtures are detonated instantaneously–in less than one millisecond–producing high velocity shock waves that kinetically compress inert gases resulting in higher working pressures than the pressures produced in constant pressure heating utilized in gas turbine engines, and Otto and Diesel cycle piston engines.

The detonation cycle engine uses less working fluid and produces less exhaust gas per horsepower hour than Brayton cycle turbines and Otto or Diesel cycle piston engines.

Alpha has developed six working prototypes over the course of the last 20 years, culminating in the development of the 6th generation prototype engine , which consists of two 7-inch, 8-pound turbine wheels mounted on a single shaft, driven by 4 horizontally opposed combustion chambers producing an estimated 70 horsepower at 20,000 rpm.

The DCGT includes an Electromagnetic Isothermal Combustion ("EIC") process that powers the engine. The EIC process produces complete combustion of fuel-oxidizer mixtures in cyclic detonations that negate unwanted nitrogen oxide and carbon monoxide emissions. The high pressure gases produced by the detonations drive a unique turbine producing shaft horsepower.

The EIC process enables the DCGT to operate with blower air at low static pressure, negating the necessity of compressing and preheating fuel-oxidizer mixtures prior to combustion. By eliminating the compression of fuel-oxidizer mixtures, the DCGT achieves higher thermal efficiencies in a simplified mechanical structure. The DCGT has the following proprietary and competitive advantages over current diesel, gasoline and gas turbine engines that when completed, the EIC process is projected to have the following characteristics:

We will not require governmental approval until such time as the engine is placed in use. Our engine will meet the new more stringent emission requirements set forth by the Environmental Protection Agency ("EPA").

Through testing, we hope to be able to comply with existing and future environmental laws. We intend to supply our fuel efficient, lower emission engine to a marketplace that must comply with more stringent governmental regulations. In each of the last two years, the Company has spent $0 (2013) and $0 (2012) on research and development.

TTE and Alpha entered into that certain License Agreement dated December 31, 2001, pursuant to which TTE had accrued debt to Alpha in the amount of $1,508,250 as of the date of the Agreement. The Company entered into a Debt Settlement Agreement dated April 27, 2012 with Alpha.

Pursuant to the terms of the Agreement, Alpha accepted 250,000 shares of the company common stock in full settlement of the Debt and further agreed to reduce the annual license royalty payable under the License Agreement from $250,000 per year to $25,000 per year, retroactive to January 1, 2012, with the first payment was due January 1, 2013.

As of December 31, 2013, the Company had accrued $50,000 of royalty fees related to this agreement.

Other than being the licensor and a principal shareholder, we have no affiliation with Alpha.

HYDROGEN GENERATORS

The HUE hydrogen generator provides a unique marketable hydrogen generator, unlike anything currently in the commercial market. Hydrogen (H2) is an ideal fuel for combustion - it burns easily and efficiently at very high temperatures and emits pure water vapor (H2O) as its only by-product. But the gas is a difficult fuel to work with. Existing methods for transporting and storing hydrogen (namely high-pressure compression and liquefaction) are complex, inefficient, and expensive. It's also the smallest molecule in existence and tends naturally to leak; only exacerbating these problems.

In contrast, Methanol (CH4O, also known as methyl alcohol or wood alcohol) is abundant, widely accessible, easy to handle, and inexpensive. Utilizing a gas reformation process employing a proprietary chemical catalyst and a unique low temperature pyrolytic reaction, HUE's extraordinary generator converts common methanol into clean-burning hydrogen gas for immediate on-site use. The process removes all harmful emissions except for food grade carbon dioxide, which can be captured and sold to the food and beverage industry.

The hydrogen generator can be used in a wide range of residential and commercial applications. It is also ideal for use in industrial equipment such as boilers, steam generators, and dryers. On-demand hydrogen generation eliminates the need for operators to have expensive high pressure storage tanks and infrastructure while still providing the many environmental benefits of using hydrogen fuel. Operators additionally have seen savings of 30% to 60% of their energy costs as compared to using electricity or heavy oils do to the same job.

The Company entered into a Cooperation Agreement (the "Agreement") with Hydrogen Union Energy Co., Ltd. ("HUE") for the purpose of the joint development of the hydrogen generator. Under the terms of the Agreement, HUE was to provide hydrogen generators at cost to the Company for demonstration purposes. Once the Company purchased the first H2 generator and paid 90% of the purchase price, the Company would be given first refusal to act as agent for any future business relating to hydrogen generators with HUE's technology in North America. The Company was to pay the cost of production of a 200 cubic meter H2 generator at 10,000,000 TWD ($328,000 USD as of December 31, 2011) for up to two machines.

On July 3, 2012, the Company entered into a Joint Venture Agreement with ENERGY TECHNOLOGY SERVICES CO. LTD., an international company incorporated in Taiwan ("ETS") for the purpose of the engaging both parties in the manufacture, leasing and /or sale of ETS's hydrogen generator burning systems (the "Equipment") in Asia, which Agreement was subsequently amended December 6, 2013. Under the Joint Venture, the Company was to purchase and own all the Equipment, and ETS was to provide for the manufacturing and on-time delivery and installation of the Equipment, to order. Additionally, TTE had agreed to pay ETS 2.5 million CAD over a one (1) year period upon certification of the H2 Generator in China, and receipt of five (5) confirmed orders for additional machines. Thereupon, TTE would receive a full transfer of the H2 technology.

A total of CAN $300,000 was advanced under the Loan Agreement with 2367416 Ontario, Inc, and was delivered to ETS, as the initial payment on the first machine to be delivered under a purchase order agreement for a Hydrogen Production Burner System (HPBS). Despite positive initial reports from ETS during the manufacturing of the Equipment, they did not deliver the machine as promised under the Agreement. The Company has declared ETS to be in default of their obligations and is currently negotiating with ETS for the refund of the CAD$300,000 advance which is expected to be refunded by December 31, 2014. The Company received approximately CAD$50,000 from ETS subsequent to December 31, 2013 and this amount was used to pay down the loan from 2367416 Ontario, Inc.

The Company is now in negotiations directly with HUE to provide us with the equipment necessary to fulfill our business plan. HUE has agreed verbally to sell us the rights to the technology for 1.5 million US for the H2 generator upon the completion and certification of the generator. We are currently working to formalize this agreement and expect to do so in the second quarter of 2014.

The Company is continuing its pursuit of additional joint ventures and distributorship relationships to facilitate the expansion of this business line.

GAS TO LIQUID

Is an Electromagnetic Methanol Reactor System which produces Methanol in fewer steps. At lower costs, and by a more environmentally acceptable technique than the present state-of-the-art process, and is not captive to major industrial areas of pipeline gas supply.

By the Scragg Process, the methane gas contained in natural gas is conveyed into an electromagnetic combustion and condensing chamber and combined with oxygen which has been passed through an electromagnetic field and preatomized. The atomized oxygen combines stoichiometric ally with the methane gas in an exothermic reaction to produce Methanol gas. The Methanol gas is then condensed in the reactor to form liquid Methanol.

The Scragg Process works on the basis that hydrocarbons are highly combustible substances which burn when vigorously oxidized to form carbon dioxide and water: however. If the oxidation is performed gently a number of Intermediate compounds may be formed. The mild oxidation of hydrocarbons is achieved by either inserting an oxygen atom into the molecule or by removing two hydrogen atoms from the molecule.

The Company ("TTE") entered into a Binding Letter of Intent (the "Agreement") dated January 23, 2013 with BluGen, Inc., a California corporation ("BluGen") for the purpose of setting the basis for the joint development of a natural gas to Methanol technology ("GTM Technology"). Under the terms of the Agreement, BluGen will work with TTE, and the inventor, Robert Scragg to recreate and expand upon the original designs created by Mr. Scragg and to re-develop a lab version and control system, among other things. These items are to be completed under a timetable that has been agreed upon by the parties.

The parties have agreed to establish, at later date, a Joint Venture, wherein TTE will have 51% interest and BluGen will have a 49% interest, and into which the commercial application of the technology will be developed.

PATENTS AND LICENSE

To date there are no patents or patents pending for the Hydrogen Generator. However, in the future HUE and the Company propose to share in patent applications and approvals on any part of the Hydrogen Generator that is able to be patented.

The Scraggs process for converting Methane to Methanol was patented on Feb. 15, 1983 under US Patent # 4,374,288. The patent has expired, however the process will be protected under Trade Secrets law.

COMPETITION

The Company has identified seven (7) major engine manufacturers, including Ford, Caterpillar, Cummins, Detroit Diesel, Mack Trucks, Navistar International and Volvo Truck that each manufacture heavy duty truck engines, both gasoline and diesel, which are likely to be the major competitors to our company as to the DCGT Engine, once our product is ready for market. To the Company's knowledge, at this time, none of the Company's major competitors are working on the development of a turbine engine that would be in direct competition to the Company's engine, and although we would be competing with them for customers, the Company believes that the technological differences between its product and those that are currently on the market, will provide the Company with a market niche that it can expand upon, even in the face of such established competitors.

The Company has identified a handful of competitors, including Air-Gas, that manufacture hydrogen generators. There are however, three main types of hydrogen generators, those that (a) convert methane to hydrogen through a catalyst; (b) convert water through electrolysis; and (c) convert methanol through catalysis. There are commercialized units for each method, however, to our knowledge; there are no commercialized units, like the HUE generator that produce hydrogen on demand, without the safety issues involved with storage and transportation. In that regard, the Company considers itself uniquely positioned to provide the market with a hydrogen generator that is uniquely different than its competitors.

Methanex Corp. is the world's largest producer of Methanol and will be our main competitor. The Scraggs process will enable production of methanol on a much smaller scale, there are many companies working on this process however to date none have proved viable.

The current state-of-the-art method of producing Methanol involves a low pressure process of preparing synthesis gas by steam reforming or partial oxidation of a gaseous hydrocar.bon feedstock or by direct combination of carbon dioxide with purified hydrogen rich gases. Typically, naptha or a natural gas feedstock is disulfurized, preheated and mixed with a superheated steam, and then reacted over a conventional catalyst in a multi-tubular reformer. After cooling, the synthesis gas is compressed to the required pressure and passed into a hot-wall converter over a low pressure Methanol synthesis catalyst at a temperature ranging from 250 to 270 degrees centigrade. The crude Methanol that is formed is condensed and separated from the uncondensed gases which are recycled with makeup synthesis gas and fed back into the converter. Historically, plants using the aforementioned process are, by necessity located in heavy industrial centers which permit the production of large quantities of hydrogen, carbon monoxide and/or carbon dioxide gases and are captive to pipeline gas supply. Depending upon the location of the plant, high transportation expenses can offset any cost savings resulting from increased production volumes of Methanol.

EMPLOYEES

We presently have one full-time employee. Staffing levels will be determined as we progress and grow. We also plan to add several employees to our staff. The level of employees is primarily contingent on the funds available for operations. Our board of directors will determine the compensation of all new employees based upon job description.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. DESCRIPTION OF PROPERTY

The Company leases a 55 acre parcel located outside Paisley, Florida with two office buildings and one storage/demonstration facility from J.K. Schmale. The lease agreement is currently being extended on a month to month basis. Base rent is $25,000 per year and the lease agreement contains an option to purchase the property and all buildings located on the property.

ITEM 3. LEGAL PROCEEDINGS

As of the date of this 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 4. MINE SAFETY DISLCOSURE

None

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Since the August 2004 closing of the Company's initial public offering, the Company's Common Stock has traded in the over-the-counter market on the National Association of Securities Dealers, Inc. OTC Bulletin Board System ("OTCBB") under the symbol "TTEG." The following table sets forth the range of high and low closing bid quotations of the Common Stock as reported by the OTCBB for each fiscal quarter for the past two fiscal years. High and low bid quotations reflect inter-dealer prices without adjustment for retail mark-ups, markdowns or commissions and may not necessarily represent actual transactions.

On April 8, 2014, the closing bid price of the Company's Common Stock as reported by the OTCBB was $0.05 and there were approximately 461 shareholders of record.

DIVIDENDS

We have not paid any cash dividends on our common or preferred stock and do not anticipate paying any such cash dividends in the foreseeable future. Earnings, if any, will be retained to finance future growth. We may issue shares of our common stock and preferred stock in private or public offerings to obtain financing, capital or to acquire other businesses that can improve our performance and growth. Issuance and or sales of substantial amounts of common stock could adversely affect prevailing market prices in our common stock.

Common Stock

During the year ended December 31, 2013, there was no modification of any instruments issued herein for the fourth quarter, 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 November 2013, the Company issued 5,000,000 shares of common stock to a qualified investor for loan costs valued at $0.005 per share for a total of $25,000.

During November 2013, the Company issued 1,993,334 shares of common stock to a qualified investor for cash valued at $0.005 per share for a total of $9,967.

During November 2013, the Company issued 100,000 shares of common stock to a qualified investor for services valued at $0.015 per share for a total of $1,500.

During November 2013, the Company issued 1,500,000 shares of common stock to a qualified investor for the conversion of debt valued at $0.0049 per share for a total of $7,350.

During December 2013, the Company issued 1,700,000 shares of common stock to a qualified investor for the conversion of debt valued at $0.0056 per share for a total of $9,520.

During December 2013, the Company issued 700,000 shares of common stock to a qualified investor for cash valued at $0.005 per share for a total of $3,500.

During December 2013, the Company issued 4,000,000 shares of common stock to a qualified investor for loan costs valued at $0.005 per share for a total of $20,000.

The sale and issuance of securities above was deemed to be exempt from registration under the Securities Act of 1933, as amended, by virtue of Rule 506 of Regulation D promulgated there under.

Not required.

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.

For the year ended December 31, 2013 compared to the year ended December 31, 2012:

Research and Development Costs – During the years ended December 31, 2013 and 2012, research and development costs totaled $0 and $0, respectively.

Operating Costs – During the years ended December 31, 2013 and 2012, operating costs totaled $447,981 and $818,532, respectively. The decrease of $370,551 was mainly attributable to a $324,000 decrease in consulting expense.

Interest (Income) Expense - Net - During the years ended December 31, 2013 and 2012 net interest expense totaled $303,048 and $165,826, respectively. The increase of $137,222 was primarily due to the amortization of the debt discounts related to the Company issuing additional debt in 2013.

The change in the fair value of derivative liability was $136,406 for the year ended December 31, 2013 as compared to ($21,608) for the year ended December 31, 2012. The overall change of $158,014 was due to the decrease in the Company's stock price.

The net loss for the years ended December 31, 2013 and 2012 was ($887,672) and ($1,160,250), respectively. The decrease of $272,578 was mainly attributable to the decrease in operating costs.

Liquidity and capital resources

As shown in the accompanying financial statements, for the years ended December 31, 2013 and 2012 and since November 27, 2000 (date of inception) through December 31, 2013, the Company has had net losses of $887,672, $1,160,250 and $18,419,080, respectively. As of December 31, 2013, 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. However, there can be no assurance that the Company will be able to raise capital or begin operations to achieve a level of profitability to continue as a going concern. 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 December 31, 2013 we raised cash of approximately $4,195,375 net of issuance costs, through private placements of common stock financings and $1,213,385 through the issuance of convertible notes payable and notes payable. Additionally, we have raised net proceeds from stockholder advances of $110,498.

Since our inception through December 31, 2013 we have incurred $3,882,494 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 general and administrative expenses.

We have incurred significant net losses and negative cash flows from operations since our inception. As of December 31, 2013, we had an accumulated deficit of $18,419,080 and working capital deficit of $212,739.

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 July 3, 2012, the Company entered into a Joint Venture Agreement with ENERGY TECHNOLOGY SERVICES CO. LTD., an international company incorporated in Taiwan ("ETS") for the purpose of the engaging both parties in the manufacture, leasing and /or sale of ETS's hydrogen generator burning systems (the "Equipment") in Asia, which Agreement was subsequently amended December 6, 2013. Under the Joint Venture, the Company was to purchase and own all the Equipment, and ETS was to provide for the manufacturing and on-time delivery and installation of the Equipment, to order. Additionally, TTE had agreed to pay ETS 2.5 million CAD over a one (1) year period upon certification of the H2 Generator in China, and receipt of five (5) confirmed orders for additional machines. Thereupon, TTE would receive a full transfer of the H2 technology.

A total of CAN $300,000 was advanced under the Loan Agreement with 2367416 Ontario, Inc, and was delivered to ETS, as the initial payment on the first machine to be delivered under a purchase order agreement for a Hydrogen Production Burner System (HPBS). Despite positive initial reports from ETS during the manufacturing of the Equipment, they did not deliver the machine as promised under the Agreement. The Company has declared ETS to be in default of their obligations and is currently negotiating with ETS for the refund of the CAD$300,000 advance which is expected to be refunded by December 31, 2014. The Company received approximately CAD$50,000 from ETS subsequent to December 31, 2013 and this amount was used to pay down the loan from 2367416 Ontario, Inc.

The Company is now in negotiations directly with HUE to provide us with the equipment necessary to fulfill our business plan. HUE has agreed verbally to sell us the rights to the technology for 1.5 million US for the H2 generator upon the completion and certification of the generator. We are currently working to formalize this agreement and expect to do so in the second quarter of 2014.

On April 24, 2012 (the "Closing date"), the Company issued a convertible promissory note for $278,000. The lender funded $75,000 to the Company, and the lender at their discretion may fund additional amounts to the Company. The note matures one year from the closing date. If the Company pays the note within 90 days of the closing date, the interest rate is 0%. If the note is not paid within 90 days of the closing date, a one-time interest charge of 5% will be applied to the unpaid principal amount. The conversion option price associated with the note is the lesser of $0.10 or 70% of the lowest trade price in the 25 trading days previous to any conversion. The note is convertible at any time. As a result of the variable feature associated with the conversion option, pursuant to ASC Topic 815, the Company bifurcated the conversion option, and utilized the black Scholes model to determine the fair value of the conversion option. At the issuance date, the Company recorded a debt discount and derivative liability of $75,000 and $100,415, respectively. The debt discount will be amortized over the life of the note, and the Company recognized $44,008 of interest expense related to amortization through 2013. The derivative liability has been adjusted to fair value each reporting period with unrealized gain (loss) reflected in other income and expense.

In April 2012, the Company issued a convertible promissory note for $42,500. The note pays interest at 8% per annum, and principal and accrued interest was due on the maturity date of January 18, 2013. The conversion option price associated with the note has a 41 percent discount to the market price of the stock. The market price is based on the average of the three lowest trading prices during a ten day period prior to conversion. The note is convertible at any time. As a result of the variable feature associated with the conversion option, pursuant to ASC Topic 815, the Company bifurcated the conversion option, and utilized the black Scholes model to determine the fair value of the conversion option. At the issuance date, the Company recorded a debt discount and derivative liability of $42,500 and $62,225, respectively. The debt discount will be amortized over the life of the note, and the Company recognized approximately $6,800 of interest expense related to amortization during 2013. As of December 31, 2013, the Company has converted $42,500 of debt into 5,538,855 shares of common stock. As of December 31, 2013 the discount related to the note was fully amortized. The derivative liability has been adjusted to fair value each reporting period with unrealized gain (loss) reflected in other income and expense.

In July 2012, the Company issued a convertible promissory note for $42,500. The note pays interest at 8% per annum, and principal and accrued interest was due on the maturity date of January 18, 2013. The conversion option price associated with the note has a 41 percent discount to the market price of the stock. The market price is based on the average of the three lowest trading prices during a ten day period prior to conversion. The note is convertible at any time. As a result of the variable feature associated with the conversion option, pursuant to ASC Topic 815, the Company bifurcated the conversion option, and utilized the black Scholes model to determine the fair value of the conversion option. At the issuance date, the Company recorded a debt discount and derivative liability of $42,500 and $48,384, respectively. As of December 31, 2013, the Company has converted $42,500 of debt into 12,880,124 shares of common stock and $1,300 of accrued interest into 565,217 shares of common stock. As of December 31, 2013 the discount related to the note was fully amortized and the Company recognized $15,650 of interest expense related to amortization in 2013. The derivative liability has been adjusted to fair value each reporting period with unrealized gain (loss) reflected in other income and expense.

In October 2012, the Company issued a convertible promissory note for $27,500. The note pays interest at 8% per annum, and principal and accrued interest was due on the maturity date of July 18, 2013. The conversion option price associated with the note has a 41 percent discount to the market price of the stock. The market price is based on the average of the three lowest trading prices during a ten day period prior to conversion. The note is convertible at any time. As a result of the variable feature associated with the conversion option, pursuant to ASC Topic 815, the Company bifurcated the conversion option, and utilized the black Scholes model to determine the fair value of the conversion option. At the issuance date, the Company recorded a debt discount and derivative liability of $27,500 and $28,950, respectively. As of December 31, 2013, the Company has converted $27,500 of debt into 10,200,000 shares of common stock. As of December 31, 2013 the discount related to the note was fully amortized and the Company recognized $19,955 of interest expense related to amortization in 2013. The derivative liability has been adjusted to fair value each reporting period with unrealized gain (loss) reflected in other income and expense.

In February 2013, the Company issued a convertible promissory note for $32,500. The note pays interest at 8% per annum, and principal and accrued interest was due in November 2013. The conversion option price associated with the note has a 41 percent discount to the market price of the stock. The market price is based on the average of the three lowest trading prices during a ten day period prior to conversion. The note is convertible at any time. As a result of the variable feature associated with the conversion option, pursuant to ASC Topic 815, the Company bifurcated the conversion option, and utilized the black Scholes model to determine the fair value of the conversion option. At the issuance date, the Company recorded a debt discount and derivative liability of approximately $32,500 and $53,900, respectively. The debt discount was amortized over the life of the note, and the Company recognized $32,500 of interest expense related to amortization during 2013 and approximately $15,000 of interest expenses as a pre-payment penalty. This note was fully repaid as of December 31, 2013. The derivative liability has been adjusted to fair value each reporting period, with unrealized gain (loss) reflected in other income and expense.

On July 30, 2013, the Company signed an Agreement with 2367416 Ontario, Inc., a Canadian company ("236"), whereby 236 agrees to provide financing to the Company in the initial sum of CAN $450,000 and a maximum of CAN $10,000,000 in accordance with the terms of the Agreement. The financing to be provided is to be funded in tranches, and will have terms between three (3) and five (5) years, with each tranche being separately negotiated. As a part of the loan costs, 236 shall be issued restricted common stock equal to the issued and outstanding common shares of the Company at the time of the initial advance, with such shares being subject to a Lock Up/Leak Out Agreement to be negotiated between the parties. These shares are considered an additional cost in obtaining the financing and the value of these shares at the commitment date is recorded as a contra equity and amortized over five years.

The initial advance of CAN $450,000 is covered by a Loan Agreement dated June 19, 2013, and was signed on July 30, 2013 (the "Loan Agreement"), which provides that (a) the interest rate shall be 20% per annum; and (b) CAN $90,000 shall be withheld by lender in interest rate reserve account for the payment of the first years interest. The total of CAN $300,000 under the Loan Agreement was received during the three months ended September 30, 2013 and delivered to Energy Technology Services Co., Ltd., (ETS) as the initial payment on the first machine to be delivered under a purchase order agreement. As of December 31, 2013, the Company has recorded $374,636 as a note payable and $285,799 as construction in progress.

During the year ended December 31, 2013, the Company, as part of the above agreement, is required to issue 124,000,000 shares of restricted common stock to 236. These shares are valued at $0.008 which was the share price at commitment date. As of December 31, 2013, the Company has issued 82,666,666 shares to 236 with the remaining 41,333,334 to be issued when the remaining CAN $150,000 is funded and recorded $992,000 in deferred non-cash debt issuance costs which are amortized over five years. The balance of these deferred non-cash debt issuance costs at December 31, 2013 was $908,219. The Company recorded a common stock payable of $330,667 related to the shares not yet issued at December 31, 2013.

On August 1, 2013, the Company entered into a note agreement with 2367416 Ontario, Inc., a Canadian company ("236"), whereby 236 agrees to provide financing to the Company in the amount of CAN $25,000 for working capital needs. The agreement provides for interest rate at 20% per annum, with interest payable monthly and principle is due five years from the date of advance. As part of the above agreement, the Company is required to issue 5,000,000 shares of restricted common stock to 236. These shares are valued at $0.02 which was the share price at commitment date. As of December 31, 2013, the Company recorded a note payable in the amount of $23,225 and $100,000 in deferred non-cash debt issuance costs which are amortized over five years. The balance of these deferred non-cash debt issuance costs at December 31, 2013 was $91,671.

On August 22, 2013, the Company entered into a note agreement with 2367416 Ontario, Inc., a Canadian company ("236"), whereby 236 agrees to provide financing to the Company in the amount of CAN $50,000 to pay off a convertible note the Company owed. The agreement provides for interest rate at 20% per annum, with interest payable monthly and principle is due five years from the date of advance. As part of the above agreement, the Company is required to issue 13,157,895 shares of restricted common stock to 236. These shares are valued at $0.01 which was the share price at commitment date. As of December 31, 2013, the Company recorded a note payable in the amount of $48,385 and $131,579 in deferred non-cash debt issuance costs which are amortized over five years. The balance of these deferred non-cash debt issuance costs at December 31, 2013 was $122,134.

On October 20, 2013, the Company entered into a note agreement with 2367416 Ontario, Inc., a Canadian company ("236"), whereby 236 agrees to provide financing to the Company in the amount of CAN $25,000 for working capital needs. The agreement provides for interest rate at 20% per annum, with interest payable monthly and principle is due five years from the date of advance. As part of the above agreement, the Company is required to issue 5,000,000 shares of restricted common stock to 236. These shares are valued at $0.008 which was the share price at commitment date. As of December 31, 2013, the Company recorded a note payable in the amount of $23,555 and $40,000 in deferred non-cash debt issuance costs which are amortized over five years. The balance of these deferred non-cash debt issuance costs at December 31, 2013 was $38,422.

On December 3, 2013, the Company entered into a note agreement with 2367416 Ontario, Inc., a Canadian company ("236"), whereby 236 agrees to provide financing to the Company in the amount of CAN $20,000 for working capital needs. The agreement provides for interest rate at 20% per annum, with interest payable monthly and principle is due five years from the date of advance. As part of the above agreement, the Company is required to issue 4,000,000 shares of restricted common stock to 236. These shares are valued at $0.015 which was the share price at commitment date. As of December 31, 2013, the Company recorded a note payable in the amount of $19,953 and $60,000 in deferred non-cash debt issuance costs which are amortized over five years. The balance of these deferred non-cash debt issuance costs at December 31, 2013 was $59,079.

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 may receive proceeds in the future from the exercise of warrants and options outstanding as of December 31, 2013 in accordance with the following schedule:

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.

Critical Accounting Policies and Estimates

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

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

We account for stock option grants in accordance with ASC Topic 708 – Compensation – Stock Compensation. Stock-based compensation cost recognized during the years ended December 31, 2013 and 2012 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 relative grant date fair values estimated in accordance with US GAAP. The Company recognizes compensation expenses on a straight-line basis over the requisite service period.

Determination of the fair values of stock option grants at the grant date requires judgment, including estimating the expected term of the relevant grants and the expected volatility of the Company's stock. Additionally, management must estimate the amount of stock option grants that are expected to be forfeited. The expected term of options granted represents the period of time that the options are expected outstanding and is based on historical experience of similar grants, giving consideration to the contractual terms of the grants, vesting schedules and expectations of future employee behavior. The expected volatility is based upon our historical market price at consistent points in a period equal to the expected life of the options. Expected forfeitures are based on historical experience and expectations of future employee behavior.

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

The Company has incurred deferred offering costs in connection with raising additional capital through the sale of its common stock. These costs are capitalized and charged against additional paid-in capital when common stock is issued. If there is no issuance of common stock, the costs incurred are charged to operations.

The Company entered into various loan agreements with a Canadian company. In accordance with the loan agreements, the Company issued shares of common stock to the Canadian company as additional costs in obtaining the financing. These shares have been accounted for as contra-equity deferred non-cash debt issuance costs and they are being amortized as interest expense over the life of the notes which are five years. Foreign currency translation gains and losses, when material, have been recorded as other comprehensive income in the statement of changes in stockholders' deficit.

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

New Accounting Pronouncements

For a description of recent accounting standards, including the expected dates of adoption and estimated effects, if any, on our financial statements, see "Note 3: Significant Accounting Polices: Recent Accounting Standards" in Part II, Item 8 of this Form 10-K.

Not applicable.

Turbine Truck Engines, Inc.

(A Development Stage Enterprise)

Financial Statements

For the Years Ended December 31, 2013 and 2012,

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

through December 31, 2013

Contents

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Turbine Truck Engines, Inc.

(A Development Stage Enterprise)

Paisley, Florida

We have audited the accompanying balance sheets of Turbine Truck Engines, Inc. (a development stage enterprise) ("the Company") as of December 31, 2013 and 2012 and the related statements of operations, changes in stockholders' deficit, and cash flows for the years then ended and the period from November 27, 2000 (Date of Inception) through December 31, 2013. These financial statements are the responsibility of the management of Turbine Truck Engines, Inc. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we expressed no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Turbine Truck Engines, Inc. as of December 31, 2013 and 2012 and the results of its operations and its cash flows for the years then ended and the period from November 27, 2000 (Date of Inception) through December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company incurred a net loss of $887,672 and $1,160,250 during the years ended December 31, 2013 and 2012, respectively, and has an accumulated deficit of $18,419,080 since inception and has a working capital deficit of $212,739 as of December 31, 2013. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Warren Averett, LLC

Tampa, Florida

April 15, 2014

Turbine Truck Engines, Inc.

(A Development Stage Enterprise)

Balance Sheets

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

Turbine Truck Engines, Inc.

(A Development Stage Enterprise)

Statements of Operations

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

Turbine Truck Engines, Inc.

(A Development Stage Company)

Statement of Changes in Stockholders' Deficit

For the Year Ended December 31, 2013 and

For Each of the Years From November 27, 2000 (Date of Inception) through December 31, 2013