EXPERTS

     The financial  statements  of the Company for the years ended  December 31,
2002 and 2001 appearing in this Prospectus have been included in reliance on the
report  (which  contains an  explanatory  paragraph  relating  to the  Company's
ability  to  continue  as a going  concern  as  described  in Note 2 to the 2002
financial  statements) of Pender Newkirk & Company,  independent  auditors,
given upon the authority of said firm as experts in auditing and accounting.

                              FINANCIAL STATEMENTS

     The Financial Statements of the Company and the accompanying notes thereto,
and the independent auditor's report are included as part of this Registration
Statement and immediately follow the signatures on this Registration Statement.










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Part II - Information Not Required in Prospectus



Item 24.     Indemnification of Directors and Officers

     Our Bylaws provide that the Company will indemnify its directors, officers,
and employees, to the full extent permitted under the General Corporation Law of
Florida. In addition, the Company has entered or will enter into indemnification
agreements with its directors, and officers that provide for indemnification in
addition to the indemnification provided in the Bylaws. The indemnification
agreements contain provisions that may require the Company, among other things,
to indemnify its directors and executive officers against certain liabilities
(other than liabilities arising from intentional or knowing and culpable
violations of law) that may arise by reason of their status or service as
directors or executive officers of the Company or other entities to which they
provide service at the request of the Company and to advance expenses they may
incur as a result of any proceeding against them as to which they could be
indemnified. The Company believes that these provisions and agreements are
necessary to attract and retain qualified directors and officers. The Company
will obtain an insurance policy covering directors and officers for claims that
such directors and officers may otherwise be required to pay.




Item 25.     Other Expenses of Issuance and Distribution

     It is estimated that the expenses incurred in connection with distribution
of the shares of common stock being offered will be as follows:



                                                      Expenses to be paid by
     Item                                             Turbine Truck Engines
     -----                                        ----------------------------
     Accounting                                                $10,000.00 *
     Attorney Fees                                              35,000.00 *
     Printing Expense - Final Prospectus                         7,500.00 *
     Standard & Poor's                                           5,000.00 *
     Transfer Agent                                              2,500.00 *
     Total Offering expense                                     $60,00.00 *


*     These figures represent estimations by management.





Item 26.   Recent Sales of Unregistered Securities

     The following sets forth information concerning unregistered sales of
common stock of the Company. These were private placement transactions and did
not involve any public solicitation or advertisement in any way. Investors all
had pre-existing relationships with the Company. The Company raised a total of
$241,000 pursuant to Rule 506 of Regulation D under the Securities Act of 1933,
as amended.



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Item 27.     Exhibits



Exhibit #

3.1      Articles of Incorporation and Amendments
3.2      By-Laws

5        Opinion re: Legality

10       Material contracts:
10.1     License Agreement
10.2     Exercise of License Agreement
10.3     Consulting Agreement
10.4     Promissory Note
10.5     Extension of Promissory Note
10.6     Class B Stock Purchase Agreement
10.7     Non-Exclusive Contract
10.8     Agency Contract
10.9     Proxy to Vote Corporate Shares

11       Statement re: Computation of per share earnings (not applicable)

23.1     Consent of Counsel (included in Exhibit 5)
23.2     Consent of Pender Newkirk & Company

99       Additional Exhibits
99.1     Escrow Agreement




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