Integrated Environmental Technologies 10-Q/A 2011 Q1 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q/A

(Amendment No. 1)

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

For the quarterly period ended March 31, 2011

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

aCommission file number 000-26309

INTEGRATED ENVIRONMENTAL TECHNOLOGIES, LTD.

(Exact name of registrant as specified in its charter)

Nevada	98-0200471
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4235 Commerce Street
Little River, South Carolina	29566
(Address of principal executive offices)	(Zip Code)

(843) 390-2500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) 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.YesxNo¨

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, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	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¨Nox

The number of shares of Common Stock, $0.001 par value, outstanding on April 25, 2011, was 117,269,141 shares.

EXPLANATORY NOTE

Integrated Environmental Technologies, Ltd. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) to its quarterly report on Form 10-Q for the quarter ended March 31, 2011 filed with the Securities and Exchange Commission (“SEC”) on May 16, 2011 (the “Original Report”) to amend the following:

 1)Item 1 of Part I, “Financial Statements” to restate the unaudited condensed consolidated balance sheet as of December 31, 2010 in order to correctly report building and equipment, net, and total assets which were each understated by $299,886 in the Original Report, to modify the disclosure in Note 5 – Notes Payable and Note 6 – Convertible Notes Payable, and to modify the paragraph regarding Forward-Looking Statements;

 2)Item 4T of Part I, “Controls and Procedures,” to provide that the Company’s controls and procedures as of the end of the period covered by this report were not effective;

 3)Item 3 of Part II, “Defaults Upon Senior Securities,” to include information with respect to certain securities not included in the Original Report; and

 4)Item 6 of Part II, “Exhibits,” in order to incorporate by reference certain documents required to be included as exhibits to this report.

 The effect of the condensed consolidated financial statement adjustments related to the restatement of our previously reported unaudited condensed consolidated balance sheet as of December 31, 2010 included in the Original Report are summarized in “Part I – Item 1.  Financial Statements” and “Notes to Condensed Consolidated Financial Statements - Note 11” included in this Amendment.

 This Amendment should be read in conjunction with the Original Report.  Except as specifically noted above, this Amendment does not modify or update disclosures in the Original Report.  Accordingly, this Amendment does not reflect events occurring after the filing of the Original Report or modify or update any related or other disclosures.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Integrated Environmental Technologies, Ltd.

Condensed Consolidated Balance Sheets

(Unaudited)

	March 31, 2011			December 31, 2010
				(Restated)
Assets
Current assets:
Cash	$	374,622		$	65,660
Accounts receivable		47,959			50,256
Lease receivable		16,364			13,909
Inventory		219,610			195,372
Prepaid expenses		18,073			21,707
Total current assets		676,628			346,904
Building and equipment, net		335,437			338,156
Lease receivable, long-term		25,493			29,091
Total assets	$	1,037,558		$	714,151
Liabilities
Current liabilities:
Accounts payable	$	261,055		$	265,780
Accrued expenses		143,597			139,789
Notes payable		450,000			250,000
Convertible notes		275,000			265,318
Total current liabilities		1,129,652			920,887
Commitments and contingencies
Shareholders' deficiency
Common stock 200,000,000 shares authorized; par value $.001;  117,069,141 and 108,496,641 shares issued, respectively		117,069			108,497
Common stock bought not issued, 0 and 135,000 shares, respectively		-			135
Paid-in capital		13,837,616			13,186,988
Accumulated deficit		(14,046,779	)		(13,502,356	)
Total shareholders' deficiency		(92,094	)		(206,736	)
Total liabilities and shareholders' deficiency	$	1,037,558		$	714,151

See notes to condensed consolidated financial statements.

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Integrated Environmental Technologies, Ltd.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended March 31,
	2011			2010
Sales	$	27,510		$	67,219
Leasing and licensing fees		12,000			718
Total revenue		39,510			67,937
Cost of sales		19,814			33,361
Gross profit		19,696			34,576
General and administrative expense		329,931			255,807
Sales and marketing expense		122,714			143,012
Research and development expense		74,689			89,480
Total operating expenses		527,334			488,299
Loss from operations		(507,638	)		(453,723	)
Other income (expense):
Finance fees and other		(9,310	)		(52,838	)
Interest expense		(27,475	)		(8,253	)
Total other income (expense)		(36,785	)		(61,091	)
Net loss	$	(544,423	)	$	(514,814	)
Weighted average shares outstanding		111,353,308			101,335,722
Net loss per share basic and diluted	$	(0.00	)	$	(0.01	)

See notes to condensed consolidated financial statements.

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Integrated Environmental Technologies, Ltd.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended March 31,
	2011			2010
Cash flows from operating activities:
Net loss	$	(544,423	)	$	(514,814	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,719			948
Stock and warrants issued for loan and interest costs		7,416			59,540
Stock and warrants issued for services		44,149			117,000
Accretion of interest on convertible notes		9,682			-
Changes in operating assets and liabilities:
Accounts receivable		2,297			(24,082	)
Inventory		(24,238	)		(132,593	)
Prepaid expenses		3,632			(4,815	)
Accounts payable		(4,725	)		29,894
Accrued expenses		3,810			13,737
Cash flows from operating activities		(499,681	)		(455,185	)
Cash flows from investing activities:
Payment received on lease receivable		1,143			-
Cash flows from investing activities		1,143			-
Cash flows from financing activities:
Proceeds from the sale of common stock		607,500			18,000
Proceeds on notes payable, net		200,000			(75,000	)
Proceeds from the exercise of warrants and options		-			16,100
Cash flows from financing activities		807,500			(40,900	)
Increase (decrease) in cash		308,962			(496,085	)
Cash beginning of period		65,660			819,611
Cash end of period	$	374,622		$	323,526
Supplemental disclosure of cash flow information:
Cash paid for interest	$	17,286		$	8,253
Non-cash financing activities:
Stock and warrants issued for services and loan costs	$	51,565		$	176,540
Notes and interest converted to stock	$	-		$	295,800

See notes to condensed consolidated financial statements.

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Integrated Environmental Technologies, Ltd.

Notes to Condensed Consolidated Financial Statements

Note 1 - Basis of Presentation

 The unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and reflect all adjustments which, in the opinion of management, are necessary for a fair presentation.  All such adjustments are of a normal recurring nature.  The results of operations for the interim period are not necessarily indicative of the results to be expected for a full year.  Certain amounts in the prior year statements have been reclassified to conform to the current year presentations.  The statements should be read in conjunction with the financial statements and footnotes thereto included in our Form 10-K for the year ended December 31, 2010.

 The financial statements include the Company’s wholly-owned subsidiary.  All significant inter-company transactions and balances have been eliminated.

Note 2 – Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern.  Our ability to continue as a going concern is dependent upon attaining profitable operations.  We may consider using borrowings and security sales to mitigate the effects of our cash position; however, no assurance can be given that debt or equity financing, if and when required, will be available.  The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should we be unable to continue in existence.

Note 3 – Lease Receivable

We have a lease receivable relating to a capital lease of our equipment.  The lease payments are $1,250 per month over a 34-month term.  The interest rate used for the lease is 3%.  At March 31, 2011, the current portion of the lease receivable was $16,364 and the long-term portion was $25,493.

Note 4 – Building and Equipment

As of March 31, 2011, total net building and equipment assets were $335,437, which included $328,977 in leasehold improvements, $28,371 in equipment, and $21,911 in accumulated depreciation.

Note 5 – Notes Payable

On April 12, 2010, the Company issued a secured promissory note in the principal amount of $250,000 to the RHI Family Trust (the “Secured Note”).  The Secured Note is secured by substantially all of the assets of the Company and bears interest at a base margin rate, as defined in the Secured Note, plus 3.25% per annum, with the interest payable on a monthly basis.  The interest rate on the Secured Note has been 9.825% during its entire term.  The Secured Note matured on November 1, 2010 and is currently in default.  The Company has continued making the interest payments on the Secured Note.  As of March 31, 2011, the accrued and unpaid interest on the Secured Note was $2,115.

On January 5, 2011, we borrowed $200,000 from an affiliated party at an interest rate of 12%.  The principal and interest were originally due on April 15, 2011.  The maturity date was subsequently extended through July 5, 2011.

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Note 6 – Convertible Notes Payable

On April 26, 2007, the Company issued a convertible debenture to an individual accredited investor in the principal amount of $25,000.  This convertible debenture matured on January 2, 2009.  The convertible debenture accrues interest at a rate of 10% per annum.  The Company is currently in default on this convertible debenture.  As of March 31, 2011, accrued and unpaid interest on this outstanding convertible debenture was $2,383.

As of March 31, 2011, we have 8% convertible debentures totaling $250,000.  The notes mature between April 7, 2011 and April 12, 2011, and have a $0.60 conversion-to-common-stock rate through maturity.  After March 31, 2011, $100,000 of debenture debt was redeemed, and $150,000 is in default.  The 8% debentures included detachable warrants, and we allocated the proceeds based on the fair market value of each of the instruments.  The discount on the convertible debt totaled $38,730, and we accreted interest between the dates of sale of the convertible notes to maturity.  In the quarter ended March 31, 2011, we accreted $9,682 as interest expense and at March 31, 2011, there was no un-accreted interest.

Note 7 – Common Stock

In the quarter ended March 31, 2011, we issued 135,000 shares that were authorized and unissued at December 31, 2010.

On January 26, 2011, the Board of Directors authorized a private offering for accredited investors only to purchase up to 100 units, each unit consisting of 187,500 shares of common stock and callable warrants to purchase a total of 187,500 shares of common stock, for a total offering price of up to $1,500,000.  In the quarter ended March 31, 2011, 45 units were purchased for a total net purchase price of $607,500.  In connection with the foregoing, 8,437,500 shares and 8,437,500 warrants were issued.

On January 26, 2011, the Board of Directors approved the issuance of 100,000 shares of the Corporation’s Common Stock to a Consultant as payment for services pursuant to the renewal of an Investor Relations agreement.  On April 22, 2011, the Company issued the common stock for this liability.  Our agreement is on a month-to-month term with 100,000 shares issued for the services for each month the agreement is effective, subject to a maximum monthly cost of $10,000.

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Note 8 – Options and Warrants

A summary of stock options and warrants is as follows:

	Options		Average Price		Warrants		Average Price
Outstanding  1/1/2011		1,050,000	$	0.12		13,889,582	$	0.21
Granted		-		-		10,937,500		0.28
Cancelled		-		-		-		-
Exercised		-		-		-		-
Outstanding 3/31/2011		1,050,000	$	0.12		24,827,082	$	0.24

On January 26, 2011, the Board of Directors approved the issuance of 2,000,000 warrants to purchase shares of our common stock at $0.10 per share and 500,000 warrants to purchase shares of our common stock at $0.25 per share, all expiring December 31, 2011.  These warrants were issued in connection with the renewal of an independent sales representative agreement with a shareholder.  The fair value of the warrants was determined using the Black Scholes model and totaled $98,814.  The expense will be recognized over the one-year term of the agreement.  For the quarter ended March 31, 2011, we recognized $16,469 in expense.

In the quarter ended March 31, 2011, we issued warrants to purchase a total of 8,437,500 restricted shares of common stock in connection with the sale of 45 units of a private offering  (See Note 7).  These warrants are exercisable in four tiers at varying exercise prices, and expire December 31, 2013.

Note 9 – Commitments and Contingencies

We entered into a lease agreement for our premises on January 1, 2006 for a three-year term.  In January 2009, we agreed to renew the lease for a term of five years for $71,291 per year.  The renewal term shall be upon the same covenants, conditions, and provisions as provided in the original lease.  Rent expense for the years ended December 31, 2010 and 2009 was $71,291 per year.  Future lease amounts are $71,291 per year for 2011, 2012 and 2013.

We have employment agreements with two of our executives through March 30, 2012, which call for annual compensation of $110,000 and $130,000.

Note 10 – Subsequent Events

We have evaluated all subsequent events, and have determined that the following events require disclosure in these financial statements.

On April 5, 2011, the Lender associated with the Promissory Note Agreement dated January 5, 2011 agreed to extend the term of the agreement to July 5, 2011.  All other terms and conditions shall remain in full force and effect during this extension in term.

On April 7, 2011, $100,000 in 8% convertible debt was redeemed as follows:  $25,000 plus accrued interest was repaid in cash; $30,000 was applied as a deposit to the purchase of EcaFlo® equipment; and $45,000 was applied to the purchase of three units of the current offering for accredited investors.  On April 21, 2011, in consideration of the individual’s agreement with these terms, the Board approved the issuance of warrants to purchase 10,000 shares of our common stock for an exercise price of $0.40 per share.  These warrants were issued on April 21, 2011 and expire on December 31, 2012.

8

On April 15, 2011, the Compensation Committee of the Board of Directors authorized the issuance of 50,000 shares of our common stock as a sign-on bonus to the Company’s new Executive Vice President of Sales and Business Development.  The expense was $4,000, which represented the fair market value of the shares on the date the issuance was authorized.  These shares were unissued as of the date of this filing.

On April 15, 2011, the Compensation Committee of the Board of Directors authorized the issuance of 231,650 shares of our common stock as settlement of $18,532 in outstanding debt.  This amount represented the fair market value of the shares on the date the issuance was authorized.  These shares were unissued as of the date of this filing.

On April 15, 2011, the Compensation Committee of the Board of Directors authorized the issuance of options to purchase 300,000 shares of our common stock to the Company’s legal counsel for services rendered.  These options are exercisable at $0.08 per share for a term of three years.  The value of the options as calculated using the Black-Scholes model was $17,061 and this was amount was expensed as a legal fee.

On April 21, 2011, the Board of Directors approved a compensation plan for its independent Directors, whereby the independent Directors will be compensated as follows:  cash compensation to independent directors will be in the form of an annual retainer of $10,000, to be paid quarterly with the first payment deferred until June 2011, and a meeting fee of $2,000 per meeting attended by the Director.  Cash-equivalent compensation, paid in options, will be issued at an exercise price as of the close of business on the date such compensation is authorized, and annually thereafter at an exercise price equal to the closing price on the first day of the year on which the NYSE is open for business, in amounts calculated by dividing the following sums by the exercise price:  a retainer in the amount of $4,000, and compensation for committee service in the amount of $8,000 per committee on which the independent Director serves.  In addition, the following amounts shall be paid to independent Directors as compensation, in options, according to the preceding described valuation and calculation methods, in the circumstances described:  the Chair of the Audit Committee will receive options equaling $8,000 annually; the Chair of the Compensation Committee will receive options equaling $8,000 annually; the Chair of the Nominating and Governance Committee shall receive option equaling $4,000 annually, and there will be an initial grant of options for new directors which will equal $24,000.  All options awarded to independent Directors will vest immediately.  All options issued to independent Directors include a change of control provision and a cashless exercise provision and any other standard provisions offered to officers of company.  Options issued to independent directors will have a term of ten years.

On April 22, 2011, we issued 100,000 shares of our common stock as compensation for investor relations services.  The expense was $8,000, which represented the fair market value of the shares on the date of the issuance.

9

As a result of the Company’s restatement of its third quarter 2010 quarterly filing, the Company chose to offer investors in its current equity offering the right to rescind their subscription purchases.  In response to this offer of rescission, which was available for acceptance through April 20, 2011, the Company has returned to one investor $150,000 for the cancellation of 10 units of the offering, representing 1,875,000 shares of common stock and warrants to purchase 1,875,000 shares of common stock.  Additionally, it has received written acceptances of the rescission offer for another 4 units, representing $60,000, but as of the date of this filing, the Company has not received the returned stock certificates and warrants necessary in order to complete the rescissions and initiate refunds; such funds remain in escrow.

Subsequent to March 31, 2011, a total of 30 units of the offering have been purchased for a total net purchase price of $444,000.  In connection with the foregoing, 5,625,000 shares of our common stock and warrants to purchase 5,625,000 shares of our common stock have been issued.

Note 11 - Restatement of Prior Period Financial Statements

In the Original Report, building and equipment, net, and total assets were each understated by $299,886 on the unaudited condensed consolidated balance sheet as of December 31, 2010.   This error resulted in total assets not equaling total liabilities and shareholders’ deficiency on the unaudited condensed consolidated balance sheet as of December 31, 2010 included in the Original Report.

The table below presents the effect of the condensed consolidated financial statement adjustments related to the restatement of our previously reported unaudited condensed consolidated balance sheet as of December 31, 2010 as reported in the Original Report.

	As Originally Filed		Correction		As Restated
Balance Sheet at December 31, 2010
Assets:
Building and equipment, net	$	38,270	$	299,886	$	338,156
Total assets		414,265		299,886		714,151

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FORWARD-LOOKING STATEMENTS

Certain information included in this quarterly report on Form 10-Q and other filings of the registrant under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as information communicated orally or in writing between the dates of such filings, contains or may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act.  All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may”, “could”, “estimate”, “intend”, “continue”, “believe”, “expect” or “anticipate” or other similar words.  These forward-looking statements present our estimates and assumptions only as of the date of this report.  Except as may be required under applicable securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. Additionally, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 most likely do not apply to our forward-looking statements because we are considered a penny stock issuer.  You should, however, consult further disclosures we make in future filings of our annual reports on Form 10-K, Quarterly Reports on Form 10-Q and current reports on Form 8-K.  The registrant is under no duty to update any of the forward-looking statements contained herein after the date this quarterly report on Form 10-Q is submitted to the SEC.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our former Chief Executive Officer and Principal Financial Officer, William E. Prince, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report.  Based on that evaluation, Mr. Prince concluded that our disclosure controls and procedures were effective in timely alerting him to material information relating to us (including our consolidated subsidiaries) required to be included in our periodic SEC filings and in ensuring that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.  During the review of the circumstances surrounding the amendment of this report, the Board of Directors of the Company determined that the Company’s controls and procedures were not effective for the quarter ended March 31, 2011 due to the lack of sufficient internal resources.  Accordingly, effective May 22, 2011, the Company hired a Chief Financial Officer experienced in public company accounting and reporting.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 3. Defaults Upon Senior Securities

The Company is in default with respect to the repayment of principal and interest of a 10% convertible debenture in the principal amount of $25,000.  This convertible debenture matured on January 2, 2009.  The Company is in the process of discussing a restructuring of the convertible debenture with the holder.  This convertible debenture will continue to accrue interest at a rate of 10% per annum, payable semi-annually, until all amounts due thereunder are repaid.  As of May 16, 2011, accrued and unpaid interest on this outstanding convertible debenture was $2,698.

The Company is in default with respect to the repayment of principal on the Secured Note in the principal amount of $250,000, which matured on November 1, 2010.  The Secured Note will continue to accrue interest at a base margin rate, as defined in the Secured Note, plus 3.25% per annum, payable monthly, until all amounts due thereunder are repaid.  The Company is in the process of negotiating the restructuring of the terms of the Secured Note with the trustee of the RHI Family Trust.  As of May 16, 2011, accrued and unpaid interest on the Secured Note was $1,092.

Item 6. Exhibits.

See Index of Exhibits Commencing on Page E-1.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INTEGRATED ENVIRONMENTAL TECHNOLOGIES,LTD.
Date: September 9, 2011	By:	/s/David R. LaVance
		David R. LaVance
		President and Chief Executive Officer

Date: September 9, 2011	By:	/s/Thomas S. Gifford
		Thomas S. Gifford
		Title Executive Vice President,
		Chief Financial Officer and Secretary

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INDEX OF EXHIBITS

Exhibit No.	Description
3.1	Articles of Incorporation of Integrated Environmental Technologies, Ltd. (the “Company”) (incorporated by reference to Exhibit 3(i)(h) to the Company’s Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 10, 2008).
3.2	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Form 10-Q filed with the SEC on August 22, 2011).
4.1	Convertible Debenture Unit Purchase Agreement between the Company and L.J. Tichacek dated April 26, 2007 (incorporated by reference to Exhibit 4.1 to the Company’s Form 10-Q filed with the SEC on August 22, 2011).
4.2	10% Convertible Debenture in the principal amount of $25,000 issued to L.J. Tichacek dated April 26, 2007 (incorporated by reference to Exhibit 4.2 to the Company’s Form 10-Q filed with the SEC on August 22, 2011).
4.3	Secured Promissory Note in the principal amount of $590,000 issued by the Company to Zanett Opportunity Fund, Ltd. (“Zanett”) dated August 19, 2009 (incorporated by reference to Exhibit 4.3 to the Company’s Form 10-Q filed with the SEC on August 22, 2011).
4.4	First Amendment dated November 20, 2009 to Secured Promissory Note in the principal amount of $590,000 issued by the Company to Zanett dated August 19, 2009 (incorporated by reference to Exhibit 4.4 to the Company’s Form 10-Q filed with the SEC on August 22, 2011).
4.5	Form of Convertible Debenture Purchase Agreement and 8% Convertible Debenture issued by the Company to each of Green Energy Metals Fund, LP (principal amount of $50,000) dated April 12, 2010; Odysseus Fund, LP (principal amount of $50,000) dated April 12, 2010 and David G. Snow (principal amount of $50,000) dated April 12, 2010 (incorporated by reference to Exhibit 4.5 to the Company’s Form 10-Q filed with the SEC on August 22, 2011).
4.6	Promissory Note Agreement between the Company and RHI Family Trust dated April 12, 2010 (incorporated by reference to Exhibit 4.6 to the Company’s Form 10-Q filed with the SEC on August 22, 2011).
4.7	Security Agreement between the Company and RHI Family Trust dated April 12, 2010 (incorporated by reference to Exhibit 4.7 to the Company’s Form 10-Q filed with the SEC on August 22, 2011).
4.8	Interest Only Six Month Term Note with Balloon Payment in the principal amount of $250,000 issued by the Company to RHI Family Trust dated April 12, 2010 (incorporated by reference to Exhibit 4.8 to the Company’s Form 10-Q filed with the SEC on August 22, 2011).

E-1

Exhibit No.	Description
4.9	10% Convertible Note in the principal amount of $167,339 issued to Gemini Master Fund, Ltd. (“Gemini”) dated September 10, 2010 (incorporated by reference to Exhibit 4.9 to the Company’s Form 10-Q filed with the SEC on August 22, 2011).
4.10	Exchange Agreement between the Company and Gemini dated September 10, 2010 (incorporated by reference to Exhibit 4.10 to the Company’s Form 10-Q filed with the SEC on August 22, 2011).
4.11	Loan Agreement between the Company and Zanett dated January 5, 2011 (incorporated by reference to Exhibit 99.i to the Company’s Form 8-K filed with the SEC on January 24, 2011).
4.12	Promissory Note in the principal amount of $200,000 issued to Zanett dated January 5, 2011 (incorporated by reference to Exhibit 99.ii to the Company’s Form 8-K filed with the SEC on January 24, 2011).
10.1	Stock Acquisition Agreement between the Company and Benchmark Performance Group, Inc. (“Benchmark”) dated June 20, 2007 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on August 21, 2007).
10.2	Exclusive License and Distribution Agreement between IET, Inc. and Benchmark Energy Products, L.P. dated June 20, 2007 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the SEC on August 21, 2007).
10.3	Registration Rights Agreement between the Company and Benchmark dated June 21, 2007 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on August 21, 2007).
10.4	2002 Stock Option Plan of the Company (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed with the SEC on August 22, 2011).
10.5	2010 Stock Incentive Plan of the Company (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q filed with the SEC on August 22, 2011).
10.6	Non-Exclusive Independent Sales Representative Agreement between the Company and Gary J. Grieco, dba 3GC, Ltd., dated November 20, 2009 (incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q filed with the SEC on August 22, 2011).
10.7	Investor Relations Consulting Agreement between the Company and Gary J. Grieco, dba 3GC, Ltd., dated March 1, 2010 (incorporated by reference to Exhibit 10.7 to the Company’s Form 10-Q filed with the SEC on August 22, 2011).
10.8	Addendum dated May 19, 2010 to Investor Relations Consulting Agreement between the Company and Gary J. Grieco, dba 3GC, Ltd., dated March 1, 2010 (incorporated by reference to Exhibit 10.8 to the Company’s Form 10-Q filed with the SEC on August 22, 2011).

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Exhibit No.	Description
10.9	Addendum dated September 1, 2010 to Investor Relations Consulting Agreement between the Company and Gary J. Grieco, dba 3GC, Ltd., dated March 1, 2010 (incorporated by reference to Exhibit 10.9 to the Company’s Form 10-Q filed with the SEC on August 22, 2011).
10.10	Non-Exclusive Independent Sales Representative Agreement between the Company and Gary J. Grieco, dba 3GC, Ltd., dated February 1, 2011 (incorporated by reference to Exhibit 10.10 to the Company’s Form 10-Q filed with the SEC on August 22, 2011).
10.11	Corporate Services Agreement between the Company and Catalyst Financial Resources LLC dated February 23, 2010 (incorporated by reference to Exhibit 10.11 to the Company’s Form 10-Q filed with the SEC on August 22, 2011).
31.1	Section 302 Certification of Principal Executive Officer.
31.2	Section 302 Certification of Principal Financial Officer.
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350.
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350.

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