Commission File Number | 000-10210 |
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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511 Sixth Avenue, Suite 800,
New York, NY 10011
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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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Pages | ||
PART I. FINANCIAL INFORMATION | 3 | |
Item 1. | Financial Statements | 3 |
Consolidated Balance Sheets at March 31, 2010 (Unaudited) and Decemer 31, 2009 (Audited) | 3 | |
Consolidated Statements of Operations for the Three Months ended March 31, 2010 (Unaudited) and 2009 (Unaudited) | 4 | |
Consolidated Statements of Cash Flows for the Three Months ended March 31, 2010 (Unaudited) and 2009 (Unaudited) | 5 | |
Notes to Consolidated Financial Statements | 6 | |
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 12 |
Item3. | Quantitative and Qualitative Disclosures About Market Risk | 15 |
Item 4T. | Controls and Procedures | 15 |
PART II OTHER INFORMATION | 17 | |
Item 1. | Legal Proceedings | 17 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 17 |
Item 3. | Defaults Upon Senior Securities | 17 |
Item 4. | Submission of Matters to a Vote of Security Holders | 17 |
Item 5. | Other Information | 17 |
Item 6. | Exhibits | 17 |
SIGNATURES | 18 |
From Inception
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For the
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on August 1,
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Three Months Ended
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2007 through
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March 31,
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March 31,
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2010
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2009
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2010
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REVENUES, net
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$ | - | $ | - | $ | 2,967 | ||||||
COST OF SALES, net
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- | - | - | |||||||||
GROSS PROFIT
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- | - | 2,967 | |||||||||
OPERATING EXPENSES
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General and administrative
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98,719 | 224,629 | 4,793,851 | |||||||||
Officer compensation
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156,875 | 250,991 | 53,873,697 | |||||||||
Impairment of assets
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- | - | 2,240,000 | |||||||||
Professional fees
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142,996 | 749,905 | 10,684,126 | |||||||||
Depreciation
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8,088 | 4,185 | 68,147 | |||||||||
Total Operating Expenses
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406,678 | 1,229,710 | 71,659,821 | |||||||||
OPERATING LOSS
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(406,678 | ) | (1,229,710 | ) | (71,656,854 | ) | ||||||
OTHER INCOME (EXPENSES)
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Interest income
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- | - | 9 | |||||||||
Interest expense
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(8,322 | ) | (2,076 | ) | (30,139 | ) | ||||||
Total Other Income (Expenses)
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(8,322 | ) | (2,076 | ) | (30,130 | ) | ||||||
LOSS BEFORE INCOME TAXES
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(415,000 | ) | (1,231,786 | ) | (71,686,984 | ) | ||||||
INCOME TAX EXPENSE
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- | - | - | |||||||||
NET LOSS
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$ | (415,000 | ) | $ | (1,231,786 | ) | $ | (71,686,984 | ) | |||
BASIC AND DILUTED LOSS PER SHARE
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$ | (0.00 | ) | $ | (0.02 | ) | ||||||
WEIGHTED AVERAGE NUMBER O
F SHARES OUTSTANDING
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127,727,433 | 72,850,538 |
From Inception | ||||||||||||
For the
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on August 1,
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Three Months Ended
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2007 through
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March 31,
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March 31,
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2010
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2009
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2010
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OPERATING ACTIVITIES
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Net loss | $ | (415,000 | ) | $ | (1,231,786 | ) | $ | (71,686,984 | ) | |||
Adjustments to reconcile net loss to net used by operating activities: | ||||||||||||
Depreciation and amortization
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8,088 | 4,185 | 68,147 | |||||||||
Stock options granted for services rendered
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- | 923,963 | 23,479,874 | |||||||||
Impairment of intangible assets
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- | - | 2,240,000 | |||||||||
Common stock issued for services rendered
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106,889 | - | 41,730,389 | |||||||||
Changes in operating assets and liabilities
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(Increase) decrease in prepaid expenses
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- | (28,248 | ) | - | ||||||||
Increase (decrease) in accounts payable and accrued expenses
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27,478 | 71,451 | 922,866 | |||||||||
Net Cash Used in Operating Activities
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(272,545 | ) | (260,435 | ) | (3,245,708 | ) | ||||||
INVESTING ACTIVITIES
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Cash received in acquisition
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- | - | 44,303 | |||||||||
Cash paid as loan advances
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(179,000 | ) | - | (192,000 | ) | |||||||
Cash paid for property and equipment
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- | (17,977 | ) | (161,778 | ) | |||||||
Net Cash Used in Investing Activities
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(179,000 | ) | (17,977 | ) | (309,475 | ) | ||||||
FINANCING ACTIVITIES
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Cash received from issuance of common stock
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- | 725,000 | 1,660,500 | |||||||||
Cash received from notes payable
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192,000 | - | 484,860 | |||||||||
Cash paid to related party loans
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(53,330 | ) | (193,365 | ) | (213,483 | ) | ||||||
Cash received from related party loans
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229,950 | 38,120 | 1,645,272 | |||||||||
Net Cash Provided by Financing Activities
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368,620 | 569,755 | 3,577,149 | |||||||||
NET INCREASE (DECREASE) IN CASH
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(82,925 | ) | 291,343 | 21,966 | ||||||||
CASH AT BEGINNING OF PERIOD
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104,891 | 435,858 | - | |||||||||
CASH AT END OF PERIOD
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$ | 21,966 | $ | 727,201 | $ | 21,966 |
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
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CASH PAID FOR:
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Interest
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$ | - | $ | - | $ | - | ||||||
Income Taxes
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- | - | - | |||||||||
NON-CASH INVESTING AND FINANCING ACTIVITIES
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Common stock issued for acquisition of subsidiary
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$ | - | $ | - | $ | 2,240,000 | ||||||
Common stock cancelled
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- | - | (24,600 | ) | ||||||||
Common stock issued for services
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260,000 | - | 41,883,500 |
March 31, 2010
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December 31, 2009
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Computer equipment
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$ | 126,278 | $ | 126,278 | ||||
Office equipment
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22,600 | 22,600 | ||||||
Telephone equipment
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12,900 | 12,900 | ||||||
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161,778 | 161,778 | ||||||
Accumulated Depreciation
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(68,147 | ) | (60,059 | ) | ||||
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$ | 93,631 | $ | 101,719 |
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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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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pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;
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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
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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.
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EXHIBIT NO. | DESCRIPTION | |
3.1 | Amended and Restated Articles of Incorporation | |
10.1 | APC Final Agreement | |
3 1.1 |
Section 302 Certification of Chief Executive Officer
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31.2 |
Section 302 Certification of Chief Financial Officer
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32.1 |
Section 906 Certification of Chief Executive Officer
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32.2 |
Section 906 Certification of Chief Financial Officer
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(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
related to the completion of the acquisition of BAT
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SIGNATURES
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TREE TOP INDUSTRIES, INC. | |||
Dated: May 14, 2010
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By:
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/s/ David Reichman | |
David Reichman, Chief Executive Officer | |||
and Chairman (Principal Executive Officer) | |||
By: | /s/ David Reichman | Dated: May 14, 2010 |
David Reichman, Chief Executive Officer | ||
and Chairman (Principal Executive Officer) | ||
By: | /s/ Kathy M. Griffin | Dated: May 14, 2010 |
Kathy M. Griffin, Director, President | ||
By: | /s/ David Reichman | Dated: May 14, 2010 |
David Reichman, Chief Financial Officer, | ||
(Principal Financial/Accounting Officer) |
(i)
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Positioning the Company in front of APC’s business network;
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(ii)
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Identifying strategic business relationships for the Company in alignment with its international business strategy; and
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(iii)
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Providing international business development assistance and help strategize possible financing options
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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: May 14, 2010
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By:
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/s/ David Reichman | |
David Reichman, Chief Executive Officer | |||
(Principal Executive 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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Company Name | |||
Date: May 14, 2010
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By:
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/s/ David Reichman, | |
David Reichman, Chief Financial Officer | |||
(Principal Financial/Accounting Officer) | |||
/s/ David Reichman | Date: May 14, 2010 | |
David Reichman, Chief Executive Officer | ||
/s/ David Reichman | Date: May 14, 2010 | |
David Reichman, Chief Financial Officer | ||