Nevada
|
83-0250943
|
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
511 Sixth Avenue, Suite 800, New York, New York
|
10011
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
(775) 261-3728
|
||
Registrant’s telephone number, including area code:
|
Large Accelerated filer
|
¨
|
|
Accelerated filer
|
¨
|
||
Non-accelerated filer
|
¨
|
|
Smaller reporting company
|
x
|
•
|
Performance, as measured by file delivery time and end-user media consumption rates;
|
||
•
|
Scalability; both in terms of average capacity and special event capacity;
|
||
•
|
Proprietary software designed to efficiently locate and deliver large media files;
|
||
•
|
Ease of implementation;
|
||
•
|
Flexibility in designing delivery systems for unique content types and mixes;
|
||
•
|
Reliability; and
|
||
•
|
Cost efficiency.
|
Year Ended December 31, 2008
|
High
|
Low
|
||||||
First Quarter ended March 31, 2008
|
$ | 16.00 | $ | 5.75 | ||||
Second Quarter ended June 30, 2008
|
$ | 15.00 | $ | 2.00 | ||||
Third Quarter ended September 30, 2008
|
$ | 8.75 | $ | 2.00 | ||||
Fourth Quarter ended December 31, 2008
|
$ | 4.00 | $ | 0.27 | ||||
Year Ended December 31, 2009
|
High
|
Low | ||||||
First Quarter ended March 31, 2009
|
$ | 3.00 | $ | 0.20 | ||||
Second Quarter ended June 30, 2009
|
$ | 0.52 | $ | 0.20 | ||||
Third Quarter ended September 30, 2009
|
$ | 10.01 | $ | 0.52 | ||||
Fourth Quarter ended December 31, 2009
|
$ | 2.20 | $ | 0.52 |
December 31,
2009
|
December 31,
2008
|
Change
|
||||||||||
Current Assets
|
$ | 117,891 | $ | 5,827 | $ | 112,064 | ||||||
Property and Equipment
|
101,719 | 134,075 | (32,356 | ) | ||||||||
Other Assets
|
- | - | (12,424 | |||||||||
Total Assets
|
$ | 219,610 | $ | 139,902 | $ | 79,708 | ||||||
Current Liabilities
|
$ | 2,487,720 | $ | 1,140,246 | $ | 1,347,474 | ||||||
Stockholders’ (Deficit)
|
$ | (2,268,110 | ) | $ | (1,000,344 | ) | $ | (1,267,766 | ) | |||
S
tatement of Operations
|
||||||||||||
Revenues
|
$ | - | $ | 2,967 | $ | (2,967 | ) | |||||
Operating Expenses
|
61,460,167 | 4,136,423 | 57,323,744 | |||||||||
Other Income (Expenses)
|
(13,686 | ) | (7,353 | ) | (6,333 | ) | ||||||
Net Loss
|
$ | (61,473,853 | ) | $ | (4,140,809 | ) | $ | (57,333,044 | ) | |||
Basic Loss Per Share
|
$ | (0.92 | ) | $ | (0.07 | ) | $ | (0.85 | ) |
·
|
statements concerning the potential benefits that may be experienced from business activities and certain transactions contemplated or completed; and
|
·
|
statements of our 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-K. 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-K. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied in those statements. The most important facts that could prevent us from achieving its stated goals include, but are not limited to, the following:
|
a)
|
volatility or decline of TTI’s stock price;
|
b)
|
potential fluctuation of quarterly results;
|
c)
|
failure to earn revenues or profits;
|
d)
|
inadequate capital to continue or expand its business, and inability to raise additional capital or financing to implement its business plans;
|
e)
|
failure to commercialize our technology or to make sales;
|
f)
|
decline in demand for our products and services;
|
g)
|
rapid adverse changes in markets;
|
h)
|
litigation with or legal claims and allegations by outside parties against TTI or Ludicrous, including but not limited to challenges to intellectual property rights;
|
i)
|
insufficient revenues to cover operating costs; and
|
j)
|
failure of the BAT technology to function properly
|
●
|
environmental costs
|
●
|
transportation costs
|
●
|
insurance costs
|
●
|
storage costs
|
●
|
overall handling costs
|
Tree Top Industries, Inc.
|
||||||||
(A Development Stage Company)
|
||||||||
Consolidated Balance Sheets
|
||||||||
ASSETS
|
||||||||
December 31,
|
December 31,
|
|||||||
2009
|
2008
|
|||||||
CURRENT ASSETS
|
||||||||
Cash
|
$
|
104,891
|
$
|
663
|
||||
Prepaid expenses
|
-
|
5,164
|
||||||
Advances
|
13,000
|
-
|
||||||
Total Current Assets
|
117,891
|
5,827
|
||||||
PROPERTY AND EQUIPMENT, NET
|
101,719
|
134,075
|
||||||
OTHER ASSETS
|
||||||||
Technology, net
|
-
|
-
|
||||||
Total Other Assets
|
-
|
-
|
||||||
TOTAL ASSETS
|
$
|
219,610
|
$
|
139,902
|
||||
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable and accrued expenses
|
$
|
669,916
|
$
|
385,102
|
||||
Bank overdraft
|
-
|
6,125
|
||||||
Accrued interest payable
|
66,175
|
52,490
|
||||||
Due to officers and directors
|
1,345,769
|
583,529
|
||||||
Notes payable
|
405,860
|
113,000
|
||||||
Total Current Liabilities
|
2,487,720
|
1,140,246
|
||||||
COMMITMENTNS AND CONTINGENCIES
|
$
|
-
|
$
|
-
|
||||
STOCKHOLDERS' (DEFICIT)
|
||||||||
Preferred stock, $0.001 par value, 50,000 shares authorized, -0- shares issued and outstanding
|
-
|
-
|
||||||
Common stock, $0.001 par value, 350,000,000 shares authorized, 130,994,100 and 48,828,400 shares issued
and 127,494,100 and 48,828,400 outstanding, respectively
|
127,494
|
48,828
|
||||||
Additional paid-in capital
|
68,876,380
|
8,748,959
|
||||||
(Deficit) accumulated during the development stage
|
(71,271,984
|
)
|
(9,798,131
|
)
|
||||
Total Stockholders' (Deficit)
|
(2,268,110
|
)
|
(1,000,344
|
)
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)
|
$
|
219,610
|
$
|
139,902
|
Tree Top Industries, Inc.
|
||||||||||||
(A Development Stage Company)
|
||||||||||||
Consolidated Statements of Operations
|
||||||||||||
From Inception
|
||||||||||||
For the
|
on August 1,
|
|||||||||||
Years Ended
|
2007 through
|
|||||||||||
December 31,
|
December 31,
|
|||||||||||
2009
|
2008
|
2009
|
||||||||||
REVENUES, net
|
$
|
-
|
$
|
2,967
|
$
|
2,967
|
||||||
COST OF SALES, net
|
-
|
-
|
-
|
|||||||||
GROSS PROFIT
|
-
|
2,967
|
2,967
|
|||||||||
OPERATING EXPENSES
|
||||||||||||
General and administrative
|
561,814
|
1,512,222
|
4,695,132
|
|||||||||
Officer compensation
|
48,791,138
|
2,397,974
|
53,716,822
|
|||||||||
Impairment of assets
|
2,240,000
|
-
|
2,240,000
|
|||||||||
Professional fees
|
9,834,859
|
200,133
|
10,541,130
|
|||||||||
Depreciation
|
32,356
|
26,094
|
60,059
|
|||||||||
Total Operating Expenses
|
61,460,167
|
4,136,423
|
71,253,143
|
|||||||||
OPERATING LOSS
|
(61,460,167
|
)
|
(4,133,456
|
)
|
(71,250,176
|
)
|
||||||
OTHER INCOME (EXPENSES)
|
||||||||||||
Interest income
|
-
|
9
|
9
|
|||||||||
Interest expense
|
(13,686
|
)
|
(7,362
|
)
|
(21,817
|
)
|
||||||
Total Other Income (Expenses)
|
(13,686
|
)
|
(7,353
|
)
|
(21,808
|
)
|
||||||
(61,473,853
|
)
|
(4,140,809
|
)
|
(71,271,984
|
)
|
|||||||
LOSS BEFORE INCOME TAXES INCOME TAX EXPENSE
|
-
|
-
|
-
|
|||||||||
NET LOSS
|
$
|
(61,473,853
|
)
|
$
|
(4,140,809
|
)
|
$
|
(71,271,984
|
)
|
|||
BASIC AND DILUTED LOSS PER SHARE
|
$
|
(0.92
|
)
|
$
|
(0.07
|
)
|
||||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
|
66,830,054
|
56,600,297
|
Tree Top Industries, Inc. | ||||||||||||||||||||||||||||
(A Development Stage Company) | ||||||||||||||||||||||||||||
Consolidated Statements of Stockholders' Equity (Deficit) | ||||||||||||||||||||||||||||
For the period August 1, 2007 (inception) through December 31, 2009
|
||||||||||||||||||||||||||||
Deficit | ||||||||||||||||||||||||||||
Accumulated | ||||||||||||||||||||||||||||
Additional | During the | |||||||||||||||||||||||||||
Preferred Stock | Comon Stock | Paid-In | Development | |||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Stage | Total | ||||||||||||||||||||||
Balance, August 1, 2007 (inception)
|
- | $ | - | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||||||
Issuance of founder shares at inception at $0.007 per share
|
- | - | 68,000,000 | 68,000 | 432,000 | - | 500,000 | |||||||||||||||||||||
Shares issued in recapitalization
|
- | - | 987,791 | 988 | (988 | ) | - | - | ||||||||||||||||||||
Stock options issued for services at $0.74 per share
|
- | - | - | - | 1,494,298 | - | 1,494,298 | |||||||||||||||||||||
Stock options issued for cash at $0.10 per share
|
- | - | - | - | 200,000 | - | 200,000 | |||||||||||||||||||||
Stock options issued for services at $0.85 per share
|
- | - | - | - | 126,210 | - | 126,210 | |||||||||||||||||||||
Exercise of stock options at $0.25 per share
|
- | - | 500,000 | 500 | 124,500 | - | 125,000 | |||||||||||||||||||||
Shares issued for services at $0.85 per share
|
- | - | 2,590,000 | 2,590 | 2,198,910 | - | 2,201,500 | |||||||||||||||||||||
Shares issued for services at $2.00 per share
|
- | - | 250,000 | 250 | 499,750 | - | 500,000 | |||||||||||||||||||||
Net loss for the year ended December 31, 2007
|
- | - | - | - | - | (5,657,322 | ) | (5,657,322 | ) |
Tree Top Industries, Inc. | ||||||||||||||||||||||||||||
(A Development Stage Company) | ||||||||||||||||||||||||||||
Consolidated Statements of Stockholders' Equity (Deficit) | ||||||||||||||||||||||||||||
For the period August 1, 2007 (inception) through December 31, 2009 |
Deficit | ||||||||||||||||||||||||||||
Accumulated | ||||||||||||||||||||||||||||
Additional | During the | |||||||||||||||||||||||||||
Preferred Stock | Comon Stock | Paid-In | Development | |||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Stage | Total |
Balance, December 31, 2007
|
- | $ | - | 72,327,791 | $ | 72,328 | $ | 5,074,680 | $ | (5,657,322 | ) | $ | (510,314 | ) | ||||||||||||||
Fractional shares
|
- | - | 609 | - | - | - | - | |||||||||||||||||||||
Exercise of stock options at $0.25 per share
|
- | - | 1,100,000 | 1,100 | 723,900 | - | 725,000 | |||||||||||||||||||||
Common stock cancelled
|
- | - | (24,600,000 | ) | (24,600 | ) | 24,600 | - | - | |||||||||||||||||||
Stock options granted for services
|
- | - | - | - | 1,993,000 | - | 1,993,000 | |||||||||||||||||||||
Exchange of Ludicrous, Inc. stock options for
Tree Top stock options
|
- | - | - | - | 932,779 | - | 932,779 | |||||||||||||||||||||
Net loss for the year ended December 31, 2008
|
- | - | - | - | - | (4,140,809 | ) | (4,140,809 | ) | |||||||||||||||||||
Balance, December 31, 2008
|
- | - | 48,828,400 | 48,828 | 8,748,959 | (9,798,131 | ) | (1,000,344 | ) | |||||||||||||||||||
Stock options granted for services
|
- | - | - | - | 18,933,587 | - | 18,933,587 | |||||||||||||||||||||
Common stock issued for services
|
- | - | 74,850,000 | 74,850 | 38,847,150 | - | 38,922,000 | |||||||||||||||||||||
Common stock issued for acquisition of subsidiary
|
- | - | 3,500,000 | 3,500 | 2,236,500 | - | 2,240,000 | |||||||||||||||||||||
Common stock issued for cash
|
- | - | 315,700 | 316 | 110,184 | - | 110,500 | |||||||||||||||||||||
Net loss for the year ended December 31, 2009
|
- | - | - | - | - | (61,473,853 | ) | (61,473,853 | ) | |||||||||||||||||||
Balance, December 31, 2009
|
- | $ | - | 127,494,100 | $ | 127,494 | $ | 68,876,380 | $ | (71,271,984 | ) | $ | (2,268,110 | ) |
Tree Top Industries, Inc.
|
||||||||||||
(A Development Stage Company)
|
||||||||||||
Consolidated Statements of Cash Flows (Continued)
|
||||||||||||
From Inception
|
||||||||||||
For the
|
on August 1,
|
|||||||||||
For the Years Ended
|
2007 through
|
|||||||||||
December 31,
|
December 31,
|
|||||||||||
2009
|
2008
|
2009
|
||||||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
||||||||||||
CASH PAID FOR:
|
||||||||||||
Interest
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Income Taxes
|
-
|
-
|
-
|
|||||||||
NON-CASH INVESTING AND FINANCING ACTIVITIES
|
||||||||||||
Common stock issued for acquisition of subsidiary
|
||||||||||||
Common stock cancelled
|
$
|
2,240,000
|
$
|
-
|
$
|
2,240,000
|
||||||
(24,600
|
)
|
(24,600
|
)
|
|||||||||
·
|
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
·
|
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
|
·
|
Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.
|
For the Years Ended
|
||||||||
December 31,
|
||||||||
2009
|
2008
|
|||||||
Loss (numerator)
|
$ | (61,473,853 | ) | $ | (4,140,809 | ) | ||
Shares (denominator)
|
66,830,054 | 56,600,297 | ||||||
Basic and diluted loss per share$
|
$ | (0.92 | ) | $ | (0.07 | ) |
2009
|
2008
|
|||||||
Computer equipment
|
$
|
126,278
|
$
|
126,278
|
||||
Office equipment
|
22,600
|
22,600
|
||||||
Telephone equipment
|
12,900
|
12,900
|
||||||
161,778
|
161,778
|
|||||||
Accumulated Depreciation
|
(60,059
|
)
|
(27,703
|
)
|
||||
$
|
101,719
|
$
|
134,075
|
Interest Expense
|
|||||||||||||||
Principal
|
Interest Rate
|
12/31/2008
|
12/31/2009
|
Maturity
|
|||||||||||
$
|
292,860
|
9.00
|
%
|
$
|
-
|
$
|
6,756
|
On Demand
|
|||||||
18,000
|
6.00
|
%
|
1,080
|
1,080
|
9/1/2002
|
||||||||||
30,000
|
6.00
|
%
|
1,800
|
1,800
|
9/12/2002
|
||||||||||
25,000
|
5.00
|
%
|
1,250
|
1,250
|
8/31/2000
|
||||||||||
40,000
|
7.00
|
%
|
2,800
|
2,800
|
7/10/2002
|
||||||||||
$
|
405,860
|
$
|
6,930
|
$
|
13,686
|
2009
|
2008
|
|||||||
Deferred tax assets:
|
||||||||
NOL carryover
|
$
|
1,473,329
|
$
|
995,635
|
||||
Valuation allowance
|
(1,473,329
|
)
|
(995,635
|
)
|
||||
Net deferred tax asset
|
$
|
-
|
$
|
-
|
2009
|
2008
|
|||||||
Book loss
|
$
|
(23,974,800
|
)
|
$
|
(1,614,916
|
)
|
||
Common stock issued for services
|
22,623,506
|
1,140,054
|
||||||
Impairment of assets
|
873,600
|
-
|
||||||
Valuation allowance
|
477,694
|
474,862
|
||||||
$
|
-
|
$
|
-
|
December 31,
|
||||||||
2009
|
2008
|
|||||||
Beginning Balance
|
$
|
-
|
$
|
-
|
||||
Additions based on tax positions related to current year
|
-
|
-
|
||||||
Additions for tax positions of prior years
|
-
|
-
|
||||||
Reductions for tax positions of prior years
|
-
|
-
|
||||||
Reductions in benefit due to income tax expense
|
-
|
-
|
||||||
Ending balance
|
$
|
-
|
$
|
-
|
Shares
|
Range of
Exercise Prices
Per Share
|
Weighted
Average
Exercise
Price
|
Remaining
Contractual
Life
(Years)
|
|||||||||||||
Options outstanding at December 31, 2007
|
2,975,000
|
$
|
0.50-2.00
|
$
|
0.98
|
3.71
|
||||||||||
Granted
|
2,000,000
|
1.00-4.75
|
2.75
|
9
|
||||||||||||
Exercised
|
(1,100,000
|
)
|
0.25-1.00
|
0.66
|
||||||||||||
Expired
|
-
|
-
|
-
|
|||||||||||||
Options outstanding at December 31, 2008
|
3,875,000
|
$
|
1.00-2.00
|
1.98
|
6.82
|
|||||||||||
Granted
|
33,000,000
|
0.52-1.20
|
0.85
|
9.58
|
||||||||||||
Exercised
|
-
|
-
|
-
|
|||||||||||||
Expired
|
-
|
-
|
||||||||||||||
Options outstanding at December 31, 2009
|
36,875,000
|
$
|
0.25-2.00
|
$
|
0.97
|
8.98
|
Range of Exercise Prices
|
Number Outstanding
|
Number Exercisable
|
Average Remaining Contractual Term (Years)
|
Weighted Average
Exercise Price
|
Aggregate Intrinsic Value
|
|||||||
$
|
0.25-$0.55
|
275,000
|
275,000
|
0.1
|
$
|
1.36
|
862,500
|
|||||
$
|
1.00-$2.00
|
2,100,000
|
2,100,000
|
2.24
|
$
|
0.38
|
1,115,000
|
|||||
$
|
1.00
|
500,000
|
500,000
|
8.75
|
$
|
1.00
|
500,000
|
|||||
$
|
4.50
|
1,000,000
|
750,000
|
8.75
|
$
|
4.5
|
4,500,000
|
|||||
$
|
1.20
|
5,000,000
|
5,000,000
|
9.58
|
$
|
1.2
|
6,000,000
|
|||||
$
|
0.55
|
6,000,000
|
6,000,000
|
9.58
|
$
|
0.55
|
3,300,000
|
|||||
$
|
0.52
|
22,000,000
|
22,000,000
|
9.97
|
$
|
0.52
|
11,440,000
|
|||||
Total 2009
|
36,875,000
|
36,625,000
|
27,717,500
|
|||||||||
Total 2008
|
3,875,000
|
3,375,000
|
6,977,500
|
Shares
|
Range of Exercise Prices Per Share
|
Weighted Average Exercise Price
|
Remaining Contractual
Life (Years)
|
|||||||||||||
Warrants outstanding at December 31, 2007
|
-
|
$
|
-
|
$
|
-
|
-
|
||||||||||
Granted
|
-
|
-
|
-
|
-
|
||||||||||||
Exercised
|
-
|
-
|
-
|
-
|
||||||||||||
Expired
|
-
|
-
|
-
|
-
|
||||||||||||
Warrants outstanding at December 31, 2008
|
-
|
$
|
-
|
-
|
-
|
|||||||||||
Granted
|
631,400
|
0.50-1.00
|
0.75
|
0.5
|
||||||||||||
Exercised
|
-
|
-
|
-
|
-
|
||||||||||||
Expired
|
-
|
-
|
-
|
-
|
||||||||||||
Warrants outstanding at December 31, 2009
|
631,400
|
$
|
0.50-1.00
|
$
|
0.75
|
0.5
|
Range of Exercise Prices
|
Number Outstanding
|
Number Exercisable
|
Average Remaining
Contractual Term (Years)
|
Weighted Average
Exercise Price
|
Aggregate Intrinsic
Value
|
|||||||
$
|
0.50
|
315,700
|
315,700
|
0.25
|
$
|
0.50
|
47,852
|
|||||
$
|
1.00
|
315,700
|
315,700
|
0.75
|
$
|
1.00
|
32,991
|
|||||
Total 2009
|
631,400
|
631,400
|
80,843
|
|||||||||
Total 2008
|
-
|
-
|
-
|
Intangible assets - technology
|
$
|
2,240,000
|
||
$
|
2,240,000
|
·
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;
|
·
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and
|
·
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements.
|
Name
|
|
Age
|
|
Position
|
David I. Reichman
|
66
|
Chief Executive Officer
|
||
Kathy M. Griffin
|
56
|
President
|
Name and
P
rincipal Position
|
Year
|
Salary ($)
|
Stock
Awards
($000’s)
|
Option
Awards
($000’s)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in Pension Value and Nonqualified Deferred Compensation
Earnings ($)
|
All other
compensation
(in excess of
$10,000)
|
Total ($)
|
|||||||||||||||||||||||||
David Reichman,
CEO of Tree Top
|
2009
|
500,000
|
—
|
25,948
|
(2)
|
$
|
6,923
|
—
|
—
|
—
|
33,371,000
|
||||||||||||||||||||||
2008
|
250,000
|
240,000
|
(1)
|
490,000
|
|||||||||||||||||||||||||||||
Chris Cecil,
CEO of Netthruster
|
2009
|
60,000
|
520
|
1,723
|
—
|
—
|
—
|
2,303,000
|
|||||||||||||||||||||||||
2008
|
60,000
|
60,000
|
|||||||||||||||||||||||||||||||
Kathy Griffin,
President of Tree Top
|
2009
|
127,500
|
—
|
1,248
|
1,510
|
—
|
—
|
—
|
2,885,500
|
·
|
a twenty-four months term through December 31, 2011 at an annual base salary of $500,000;
|
·
|
at least one annual salary review by the Board of Directors;
|
·
|
participation in any discretionary bonus plan established for senior executives;
|
·
|
retirement and medical plans, customary fringe benefits, vacation and sick leave
|
·
|
a thirty-six month term through March 31, 2012 at an annual base salary of $127,500;
|
·
|
annual salary review by the CEO;
|
·
|
participation in any discretionary bonus plan established for senior executives;
|
·
|
retirement and medical plans, customary fringe benefits, vacation and sick leave
|
2009
|
|||||||||||||||||||||
Name and Principal Position
|
Year
|
Bonus
($)
|
Stock
Awards
($000’s)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($)
|
All
Compensation
(in excess of
$10,000)
|
Total
($000’s)
|
|||||||||||||
David Reichman, Chairman/Director
|
2009
|
—
|
—
|
25,948
|
6,923
|
—
|
—
|
—
|
32,871
|
||||||||||||
Frank Benintendo, Treasurer/Director
|
2009
|
—
|
—
|
520
|
1,723
|
—
|
—
|
—
|
2,243
|
||||||||||||
Don Gilbert, Secretary/Director
|
2009
|
—
|
—
|
520
|
1,723
|
—
|
—
|
—
|
2,243
|
||||||||||||
Michael Valle, Director
|
2009
|
—
|
—
|
520
|
1,723
|
—
|
—
|
—
|
2,243
|
||||||||||||
Chris Cecil,
Director
|
2009
|
—
|
—
|
520
|
1,723
|
—
|
—
|
—
|
2,243
|
||||||||||||
Kathy Griffin, Director
|
2009
|
—
|
—
|
1,248
|
1,510
|
—
|
—
|
—
|
2,758
|
||||||||||||
Robert Hantman, Director
|
2009
|
—
|
—
|
1,092
|
1,723
|
—
|
—
|
—
|
2,815
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
|
||||||||||||||||||||
OPTION AWARDS
|
||||||||||||||||||||
Name
(a)
|
Number
of
Securities
Underlying
Unexercised
options
(#) (b)
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(c)
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
(d)
|
Option
Exercise
Price
($)
(e)
|
Option
Expiration
Date
($)
(f)
|
|||||||||||||||
David I. Reichman
|
26,366,675 | N/A | N/A | $ | .20 | 5-25-20 | ||||||||||||||
Kathy M.
Griffin
|
9,500,000 | N/A | N/A | $ | .20 | 5-25-20 | ||||||||||||||
Donald H.
Gilbert
|
5,166,665 | N/A | N/A | $ | .20 | 5-25-20 | ||||||||||||||
Frank
Benintendo
|
5,166,665 | N/A | N/A | $ | .20 | 5-25-20 | ||||||||||||||
Robert
Hantman
|
4,916,665 | N/A | N/A | $ | .20 | 5-25-20 |
Title of class
|
Name and address of beneficial owner (1)
|
Amount of Shares
|
Nature of beneficial ownership
|
Percent of class (2)
|
||||||
Common Stock
|
David Reichman
|
53,056,955
|
Direct
|
40.76
|
%
|
|||||
Common Stock
|
Chris Cecil
|
1,500,000
|
Direct
|
1.15
|
%
|
|||||
Common Stock
|
Michael Valle
|
1,090,000
|
Direct
|
.84
|
%
|
|||||
Common Stock
|
Frank Benintendo
|
1,090,000
|
Direct
|
.84
|
%
|
|||||
Common Stock
|
Don Gilbert
|
1,070,000
|
Direct
|
.82
|
%
|
|||||
Common Stock
|
Kathy Griffin
|
2,400,000
|
Direct
|
1.84
|
%
|
|||||
Common Stock
|
Robert Hantman
|
2,100,000
|
Direct
|
1.61
|
%
|
Audit Fees
|
$
|
28,250
|
||
Audit Related Fees
|
-
|
|||
All Other Fees
|
-
|
|||
Total Fees
|
$
|
28,250
|
Audit Fees
|
$
|
31,600
|
||
Audit Related Fees
|
2,300
|
|||
All Other Fees
|
-
|
|||
Total Fees
|
$
|
33,900
|
EXHIBIT NO.
|
DESCRIPTION
|
|
3.1
|
Articles of incorporation of Tree Top Industries, as amended
1
|
|
3.2 | By-Laws | |
10.1
|
Employment agreement, dated October 1, 2007, by and between Tree Top Industries, Inc. and David Reichman
2
.
|
|
10.2
|
Employment agreement, dated April 1, 2009, by and between Tree Top Industries Inc. and Kathy Griffin
3
|
|
10.3 | Bridge Loan Term Sheet, dated January 11, 2010, by and between Tree Top Industries, Inc. and GeoGreen Biofuels, Inc. | |
10.4
|
Business and Financial Consulting Agreement, dated February 22, 2010 by and between Tree Top Industries, Inc. and Asia Pacific Capital Corporation
4
|
|
Subsidiaries of the registrant
|
||
Section 302 Certification of Chief Executive Officer
|
||
Section 906 Certification of Chief Executive Officer
|
Dated: July 19 , 2010
|
TREE TOP INDUSTRIES, INC.
|
By: \s\ David Reichman
|
|
David Reichman, Chairman of the Board,
|
|
Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer
|
By:
\s\ David Reichman
|
Dated: July 19 , 2010
|
|
David Reichman, Chairman of the Board,
|
||
Chief Executive Officer,
|
||
Chief Financial Officer and Principal Accounting Officer
|
By:
\s\ Kathy M. Griffin
|
Dated: Jul y 19 , 2010
|
|
Kathy M. Griffin, Director and President
|
By:
\s\ Frank Benintendo
|
Dated: July 19, 2010
|
|
Frank Benintendo, Director & Secretary
|
By:
\s\ Donald Gilbert
|
Dated: July 19, 2010
|
|
Donald Gilbert, Director & Treasurer
|
By:
\s\ Robert Hantman
|
Dated: July 19, 2010
|
|
Robert Hantman, Director
|
1.
|
Current Capitalization:
|
2.
|
Paid-in-Capital
:
|
A.
|
Approximate net of $6,000,000.
|
B.
|
$2.1 million of additional debt.
|
|
GEOGREEN REQUIREMENTS
:
|
1.
|
Cash Requirements:
|
2.
|
GeoGreen Board Actions to be Taken:
|
A.
|
Resolution to issue a secured promissory note (the “Note”) to Tree Top Industries, Inc. (“TTI”) in the amount of Three Hundred Eighty Four Thousand Dollars ($384,000), plus 10% interest accruing quarterly on so much of the amount as may then have been advanced from time to time (first payment March 31, 2010). The Note shall be due and payable upon the earlier of (i) Four (4) months from the date of issuance of the Note or (ii) the consolidation, merger or sale of all or substantially all of the assets or equity of GeoGreen or sale of Treasury stock of the Corporation. The Note shall be secured by all of the assets of GeoGreen (the “Collateral”). The Note shall be junior to an existing secured loan from Go4zGelt, LLC. In the event GeoGreen requires additional funds not provided for in the attached budget, GeoGreen, with TTI’s agreement, may amend the Note in order to increase the principal. Any and all increases in the principal shall also be secured by the Collateral. Such amendment shall occur only upon the advance of additional funds to GeoGreen by TTI (each, an “Additional Advance”). An Additional Advance, if any, shall be only with the joint agreement of TTI and GeoGreen and shall be for the purpose of covering additional expenses of GeoGreen that are not provided for in the attached budget or as TTI and GeoGreen shall have otherwise agreed in writing.
|
B.
|
Resolution to authorize and hire new corporate counsel for the Company (“Counsel”), subject to the approval of TTI. Until the Note, as amended, has been paid in full by GeoGreen, the work done by Counsel shall be only done with the prior approval of GeoGreen and TTI. TTI will advance the cost of services performed by Counsel. All such advances shall be treated as Additional Advances, as described above (unless otherwise paid for from the recovery in that action as set forth in Section 2(D).
|
C.
|
Resolution to grant TTI a right of first refusal to acquire GeoGreen in the event GeoGreen positions itself for acquisition. GeoGreen shall provide written notice (“Notice”) to TTI upon its receipt of a bona fide purchase offer from a third party (including any Board member) for all or substantially all of its assets or outstanding capital (an “Offer”). Such notice shall be placed in the mail within five (5) days. The Notice shall include the material terms of the Offer and shall incorporate documentation of the financial ability of the applicable third party to complete the Offer. The Notice shall be delivered to TTI by US Mail-RRR. Upon receipt of the Notice, TTI shall have fifteen (15) days to exercise its right of first refusal on the terms described in the Notice (the “Exercise”). TTI shall inform GeoGreen in writing, within the said fifteen-day period, regarding its Exercise and at the same time shall provide documentation of its financial ability to complete the Offer. The period in which the Offer is to be closed with TTI, as described in the Notice may be extended by joint agreement of TTI and GeoGreen. The right of first refusal shall extend until the repayment in full of the Note, or the entry into a transaction by GeoGreen and TTI, as a result of which the Note will be paid at closing.
|
D.
|
Resolution to cause management to instruct Counsel, with the consent of TTI, to initiate immediate litigation against all of the parties who have defaulted in their performance of various agreements they have entered into with GeoGreen, including, but not limited to, Simbiotec, Green Horizons, SRS Engineering and SMC Grease. The proceeds of each lawsuit shall go first to pay any outstanding legal fees and costs associated with it, with any remaining balance to be deposited into the existing GeoGreen general account.
|
E.
|
Resolution to authorize Greg Forrest to raise capital in an amount of up to Five Million Dollars ($5,000,000), in conjunction with TTI (the “Raise”). Ninety percent (90%) of the proceeds of the Raise shall be for the purpose of completing construction of the final plant and pretreatment facility (the “Facility”), funding the initial six (6) months of operation of the Facility and the pretreatment facility. The remaining ten percent (10%) of the proceeds of the Raise shall be used for the development of BioEnergy Applied Technologies Inc.’s technology by TTI. All costs and expenses provided for in this respect shall be apportioned pro-rata accordingly.
|
F.
|
Resolution to authorize an independent third party evaluation of the Facility and the requirements for its completion by a recognized expert in the field.
|
G.
|
Resolution to authorize the hiring of Eric Lauzon by Director Fred Baumann for a period of one month as his independent contractor, to perform an analysis of the current state and condition of the Facility and the specific requirements needed to fulfill the business plan as it currently exists. A copy of the final report of Mr. Lauzon’s findings, along with all the related documents, shall be provided to all of GeoGreen’s Directors and TTI immediately upon its completion. At the conclusion of the one-month period, Mr. Baumann shall have no further obligation to retain Mr. Lauzon on behalf of GeoGreen, or to provide any further reports beyond what has been prepared by Mr. Lauzon at the conclusion of that period. GeoGreen shall give good faith consideration to retaining Mr. Lauzon after this period.
|
|
4.
|
GeoGreen Rights and Restrictions:
|
A.
|
RavenPaul shall provide accounting and administrative assistance to GeoGreen. Such assistance shall be provided without charge by Raven Beeso, except where she is required to use the services of other employees of her accounting firm, which shall be charged at their published hourly rates. A new checking account shall be established at Chase Bank, for the purpose of receiving advances from TTI, upon which only R.A. Beeso shall be authorized, and issue checks.
|
B.
|
GeoGreen’s staff will be reduced in number and aggregate compensation, as shown in the attached budget.
|
C.
|
TTI and GeoGreen will take all reasonably necessary actions in order to complete to the Raise and to carry out the purposes of this Agreement. Including without limitation the signing of such documents as may be required to carry out the intentions of the Agreement.
|
D.
|
GeoGreen shall continue to service existing accounts and attempt to obtain new accounts.
|
Subsidiaries of the Registrant: | |||
1. | Universal Energy and Services Group, Inc. | ||
Nevada Corporation | |||
511 Sixth Avenue, Suite 800 | |||
New York, NY 10011 | |||
2. | NetThruster, Inc. | ||
Nevada Corporation | |||
511 Sixth Avenue, Suite 800 | |||
New York, NY 10011 | |||
3. | Gohealth.MD, Inc. | ||
Delaware Corporation | |||
511 Sixth Avenue, Suite 800 | |||
New York, NY 10011 | |||
4. | BioEnergy Applied Technologies, Inc. | ||
Nevada Corporation | |||
511 Sixth Avenue, Suite 800 | |||
New York, NY 10011 | |||
1.
|
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;
|
2.
|
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;
|
3.
|
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:
|
a)
|
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;
|
b)
|
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;
|
c)
|
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
|
d)
|
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.
|
4.
|
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):
|
a)
|
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
|
b)
|
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.
|
Date: July 19, 2010
|
|
/s/ David Reichman
|
|
David Reichman,
Chief Executive Officer, and Chief Financial Officer (Principal Executive Officer/Principal Accounting Officer)
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated: July 19, 2010
|
|
\s\ David Reichman
|
|
David Reichman, Chairman, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer
|