Commission File Number:
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000-10210
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TREE TOP INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
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NEVADA
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83-0250943
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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840 North Hollywood Way, 2
nd
Floor
Burbank, CA 91505
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(Address of principal executive offices) (Zip Code)
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(775) 261-3728
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Registrant's telephone number, including area code
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(Former name, former address and former fiscal year, if changed since last report)
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Yes
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o
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No
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x
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
(Do not check if a smaller reporting company)
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o
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Smaller reporting company
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x
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Yes
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o
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No
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x
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TABLE OF CONTENTS | ||||
Pages | ||||
PART I. FINANCIAL INFORMATION | 2 | |||
Item 1. | Financial Statements | 2 | ||
C onsolidated Balance Sheets at September 30, 2009 (Unaudited) and December 31, 2008 (Audited) | 2 | |||
Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2009 (Unaudited) and September 30, 2008 (Unaudited) | 3 | |||
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2009 (Unaudited) and September 30, 2008 (Unaudited)[ | 4 | |||
Notes to Consolidated Financial Statements | 5 | |||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 8 | ||
Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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13 | ||
It em 4T. | Co ntrols and Procedures | 13 | ||
PART II. OTHER INFORMATION | 15 | |||
Item 1. | Le gal Proceedings | 15 | ||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 16 | ||
Item 3. | De faults Upon Senior Securities | 16 | ||
Item 4.
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Submission of Matters to a Vote of Security Holders | 16 | ||
I tem 5. |
Other Information
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16 | ||
Item 6. | Exhibits | 16 | ||
SIGNATURES | 17 |
Tree Top Industries, Inc. | ||||||||
(A Development Stage Company)
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||||||||
Consolidated Balance Sheets
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||||||||
ASSETS
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||||||||
September 30,
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December 31,
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|||||||
2009 | 2008 | |||||||
CURRENT ASSETS
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(unaudited) | |||||||
Cash
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$ | 1,177 | $ | 663 | ||||
Prepaid expenses
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- | 5,164 | ||||||
Total Current Assets
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1,177 | 5,827 | ||||||
PROPERTY AND EQUIPMENT, NET
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109,810 | 134,075 | ||||||
OTHER ASSETS
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||||||||
Technology, net
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- | - | ||||||
Total Other Assets
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- | - | ||||||
TOTAL ASSETS
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$ | 110,987 | $ | 139,902 | ||||
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
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||||||||
CURRENT LIABILITIES
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||||||||
Accounts payable and accrued expenses
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$ | 574,471 | $ | 385,102 | ||||
Bank overdraft
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- | 6,125 | ||||||
Accrued interest payable
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62,187 | 52,490 | ||||||
Due to officers and directors
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1,003,468 | 583,529 | ||||||
Notes payable
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267,678 | 113,000 | ||||||
Total Current Liabilities
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1,907,804 | 1,140,246 | ||||||
STOCKHOLDERS' (DEFICIT)
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||||||||
Preferred stock, $0.0001 par value, 50,000 shares authorized,
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||||||||
-0- shares issued and outstanding
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- | - | ||||||
Common stock, $0.0001 par value, 350,000,000 shares authorized,
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||||||||
70,778,400 and 48,828,400 shares issued and outstanding, respectively
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7,078 | 4,883 | ||||||
Additional paid-in capital
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27,637,398 | 8,792,904 | ||||||
Deficit accumulated during the development stage
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(29,441,293 | ) | (9,798,131 | ) | ||||
Total Stockholders' (Deficit)
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(1,796,817 | ) | (1,000,344 | ) | ||||
TOTAL LIABILITIES AND
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||||||||
STOCKHOLDERS' (DEFICIT)
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$ | 110,987 | $ | 139,902 |
Tree Top Industries, Inc.
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||||||||||||||||||||
(A Development Stage Company)
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Consolidated Statements of Operations
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(unaudited)
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From Inception
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||||||||||||||||||||
For the
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For the
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on August 1,
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||||||||||||||||||
Three Months Ended
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Nine Months Ended
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2007 through
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||||||||||||||||||
September 30,
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September 30,
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September 30,
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||||||||||||||||||
2009
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2008
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2009
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2008
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2009
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REVENUES, net
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$ | - | $ | 2,967 | $ | - | $ | 2,967 | $ | 2,967 | ||||||||||
COST OF SALES, net
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- | - | - | - | - | |||||||||||||||
GROSS PROFIT
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- | 2,967 | - | 2,967 | 2,967 | |||||||||||||||
OPERATING EXPENSES
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||||||||||||||||||||
General and administrative
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102,661 | 396,294 | 272,964 | 894,848 | 4,404,672 | |||||||||||||||
Officer compensation
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598,396 | - | 16,341,689 | 313,491 | 21,267,373 | |||||||||||||||
Impairment of assets
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2,240,000 | - | 2,240,000 | - | 2,240,000 | |||||||||||||||
Professional fees
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709,071 | 45,909 | 754,449 | 841,143 | 1,460,720 | |||||||||||||||
Depreciation
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8,089 | 3,920 | 24,265 | 12,158 | 53,578 | |||||||||||||||
Total Operating Expenses
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3,658,217 | 446,123 | 19,633,367 | 2,061,640 | 29,426,343 | |||||||||||||||
OPERATING LOSS
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(3,658,217 | ) | (443,156 | ) | (19,633,367 | ) | (2,058,673 | ) | (29,423,376 | ) | ||||||||||
OTHER INCOME (EXPENSES)
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||||||||||||||||||||
Interest income
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- | - | - | - | 9 | |||||||||||||||
Interest expense
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(4,642 | ) | (1,716 | ) | (9,795 | ) | (3,941 | ) | (17,926 | ) | ||||||||||
Total Other Income (Expenses)
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(4,642 | ) | (1,716 | ) | (9,795 | ) | (3,941 | ) | (17,917 | ) | ||||||||||
LOSS BEFORE INCOME TAXES
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(3,662,859 | ) | (444,872 | ) | (19,643,162 | ) | (2,062,614 | ) | (21,705,776 | ) | ||||||||||
INCOME TAX EXPENSE
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- | - | - | - | - | |||||||||||||||
NET LOSS
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$ | (3,662,859 | ) | $ | (444,872 | ) | $ | (19,643,162 | ) | $ | (2,062,614 | ) | $ | (29,441,293 | ) | |||||
BASIC LOSS PER SHARE
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$ | (0.05 | ) | $ | (0.01 | ) | $ | (0.32 | ) | $ | (0.04 | ) | ||||||||
WEIGHTED AVERAGE NUMBER
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||||||||||||||||||||
OF SHARES OUTSTANDING
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66,897,965 | 48,828,400 | 61,680,232 | 56,600,297 |
Three Months Ended September 30,
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2009
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2008
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Net income (loss)
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$ | (3,662,859 | ) | $ | (444,872 | ) | ||
Weighted average shares outstanding - basic
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66,897,965 | 48,828,400 | ||||||
Net income (loss) - per share - basic
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$ | (0.05 | ) | $ | (0.01 | ) |
Nine Months Ended September 30,
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2009
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2008
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Net income (loss)
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$ | (19,643,162 | ) | $ | (2,062,614 | ) | ||
Weighted average shares outstanding - basic
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61,680,232 | 56,600,297 | ||||||
Net income (loss) - per share - basic
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$ | (0.32 | ) | $ | (0.04 | ) |
Weighted
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||||||||||||||||
Range of
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Average
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Remaining Contractual
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Exercise Prices
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Exercise
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Life
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Shares
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Per Share
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Price
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(Years)
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Options outstanding at December 31, 2007
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2,975,000
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$
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0.50-2.00
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$
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0.98
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3.96
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Granted
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2,000,000
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1.00-4.75
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2.75
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10
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Exercised
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(1,100,000
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)
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0.25-1.00
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0.66
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Expired
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-
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-
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-
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Options outstanding at December 31, 2008
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3,875,000
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$
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1.00-2.00
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0.68
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7.07
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Granted
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11,000,000
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$
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0.55-1.20
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0.85
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9.83
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|||||||||||
Exercised
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-
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-
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-
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Expired
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-
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-
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Options outstanding at September 30, 2009
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14,875,000
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$
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0.25-2.00
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$
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0.97
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9.23
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Range of Exercise
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Number of Outstanding
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Number Exercisable
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Average Remaining Contractual Term (Years)
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Weighted Average Exercise Price
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Aggregate Intrinsic Value
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$ | 0.25-$0.55 | 275,000 | 275,000 | $ | 0.35 | $ | 1.36 | 862,500 | ||||||||||||||
$ | 1.00-$2.00 | 2,100,000 | 2,100,000 | $ | 2.49 | $ | 0.38 | 1,115,000 | ||||||||||||||
$ | 1.00 | 500,000 | 500,000 | $ | 9 | $ | 1.00 | 500,000 | ||||||||||||||
$ | 4.50 | 1,000,000 | 625,000 | $ | 9 | $ | 4.50 | 4,500,000 | ||||||||||||||
$ | 12.0 | 11,000,000 | 11,000,000 | $ | 0.85 | $ | 0.85 | 9,300,000 | ||||||||||||||
Total
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14,875,000 | 14,500,000 | 16,277,500 |
Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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o
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statements concerning the potential benefits that Tree Top Industries, Inc. ("TTI" or the "Company") may experience from its business activities and certain transactions it contemplates or has completed; and
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o
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statements of TTI's expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. These statements may be made expressly in this Form 10-Q. You can find many of these statements by looking for words such as "believes," "expects," "anticipates," "estimates," "opines," or similar expressions used in
this Form 10-Q. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause TTI's actual results to be materially different from any future results expressed or implied by TTI in those statements. The most important facts that could prevent TTI from achieving its stated goals include, but are not limited to, the following:
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(d) inadequate capital to continue or expand its business, and inability to raise additional capital or financing to implement its business plans;
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(h) litigation with or legal claims and allegations by outside parties against TTI, including but not limited to challenges to TTI's intellectual property rights;
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EXHIBIT NO. | DESCRIPTION | |
3.1 | Amended and Restated Articles of Incorporation | |
31.1 | Section 302 Certification of Chief Executive Officer | |
31.2 | Section 302 Certification of Chief Financial Officer | |
32.1 | Section 906 Certification of Chief Executive Officer | |
32.2 | Section 906 Certification of Chief Financial Officer |
(b)
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The following is a list of Current Reports on Form 8-K filed by the Company during and subsequent to the quarter for which this report is filed.
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Form 8 –K filed on October 19th, 2009
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related to the completion of the acquisition of BAT
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SIGNATURES
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TREE TOP INDUSTRIES, INC. | |||
Dated: November 11, 2009
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By:
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/s/ David Reichman | |
David Reichman | |||
Chief Executive Officer and Chairman (Principal Executive Officer) | |||
By: David Reichman | Dated: November 11, 2009 | |
David Reichman, | ||
Chief Executive Officer and Chairman (Principal Executive Officer) | ||
By: Kathy M. Griffin | Dated: November 11, 2009 | |
Kathy M. Griffin | ||
Director, President | ||
By: David Reichman | Dated: November 11, 2009 | |
David Reichman | ||
Chief Financial Officer, (Principal Financial/Accounting Officer) | ||
2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
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Date: November 11, 2009
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By:
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/s/ David Reichman | |
David Reichman | |||
Chief Executive Officer (Principal Executive Officer) | |||
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
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Date: November 11, 2009
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By:
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/s/ David Reichman | |
David Reichman | |||
Chief Executive Officer (Principal Executive Officer) | |||
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/s/ David Reichman | Date: November 11, 2009 | ||
David Reichman | |||
Chief Executive Officer | |||
/s/ David Reichman | Date: November 11, 2009 | ||
David Reichman | |||
Chief Executive Officer | |||