UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[ X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended March 31, 2010
or

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition period from _______________ to ______________


 Commission File Number   000-10210
   
TREE TOP INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
   
NEVADA
83-0250943
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
 
511 Sixth Avenue, Suite 800,
New York, NY  10011
(Address of principal executive offices) (Zip Code)
   
(775) 261-3728
Registrant's telephone number, including area code
   
 
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has 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.

Yes
o
No
x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One).

Large accelerated filer
o
 
Accelerated filer
o
Non-accelerated filer
(Do not check if a smaller reporting company)
o
 
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
o
No
x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

As of arch 31, 2010 the number of shares outstanding of the registrant’s class of common stock was 127,994,100 .
 
 
 

 
TABLE OF CONTENTS
 
 
    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
 

 
2

 
 
TREE TOP INDUSTRIES, INC.
(A Development Stage Company)
Consoldiated Balance Sheets

ASSETS
 
             
 
March 31,
 
December 31,
 
 
2010
 
2009
 
CURRENT ASSETS
(Unaudited)
       
             
Cash
  $ 21,966     $ 104,891  
Prepaid expenses
    153,111       -  
Loan advances
    192,000       13,000  
                 
Total Current Assets
    367,077       117,891  
                 
PROPERTY AND EQUIPMENT, NET
    93,631       101,719  
                 
TOTAL ASSETS
  $ 460,708     $ 219,610  
                 
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
 
                 
CURRENT LIABILITIES
               
                 
Accounts payable and accrued expenses
  $ 677,597     $ 669,916  
Accrued interest payable
    74,497       66,175  
Due to officers and directors
    1,533,864       1,345,769  
Notes payable
    597,860       405,860  
                 
Total Current Liabilities
    2,883,818       2,487,720  
                 
TOTAL LIABILITIES
    2,883,818       2,487,720  
                 
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, 131,494,100 and 130,994,100
               
shares issued, 127,994,100 and 127,494,100
               
shares outstanding, respectively
    127,994       127,494  
Additional paid-in capital
    69,135,880       68,876,380  
Deficit accumulated during the development stage
    (71,686,984 )     (71,271,984 )
                 
Total Stockholders' (Deficit)
    (2,423,110 )     (2,268,110 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)
  $ 460,708     $ 219,610  
 
 
The accompanying notes are an integral part of these consolidated condensed financial statements.
 
3

 
 
TREE TOP INDUSTRIES, INC.
(A Development Stage Company)
Consolidated Statements of Operations
(Unaudited)
               
From Inception
 
   
For the
   
on August 1,
 
   
Three Months Ended
   
2007 through
 
   
March 31,
   
March 31,
 
   
2010
   
2009
   
2010
 
                   
                   
REVENUES, net
  $ -     $ -     $ 2,967  
COST OF SALES, net
    -       -       -  
                         
GROSS PROFIT
    -       -       2,967  
                         
OPERATING EXPENSES
                       
                         
General and administrative
    98,719       224,629       4,793,851  
Officer compensation
    156,875       250,991       53,873,697  
Impairment of assets
    -       -       2,240,000  
Professional fees
    142,996       749,905       10,684,126  
Depreciation
    8,088       4,185       68,147  
                         
Total Operating Expenses
    406,678       1,229,710       71,659,821  
                         
OPERATING LOSS
    (406,678 )     (1,229,710 )     (71,656,854 )
                         
OTHER INCOME (EXPENSES)
                       
                         
Interest income
    -       -       9  
Interest expense
    (8,322 )     (2,076 )     (30,139 )
                         
Total Other Income (Expenses)
    (8,322 )     (2,076 )     (30,130 )
                         
LOSS BEFORE INCOME TAXES
    (415,000 )     (1,231,786 )     (71,686,984 )
INCOME TAX EXPENSE
    -       -       -  
                         
NET LOSS
  $ (415,000 )   $ (1,231,786 )   $ (71,686,984 )
                         
BASIC AND DILUTED LOSS PER SHARE
  $ (0.00 )   $ (0.02 )        
                         
WEIGHTED AVERAGE NUMBER O F SHARES OUTSTANDING
    127,727,433       72,850,538          
 
 
The accompanying notes are an integral part of these consolidated condensed financial statements.
 
4

 
 
TREE TOP INDUSTRIES, INC.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Unaudited)
 
           From Inception  
   
For the
   
on August 1,
 
   
Three Months Ended
   
2007 through
 
   
March 31,
   
March 31,
 
   
2010
   
2009
   
2010
 
OPERATING ACTIVITIES
                 
     Net loss    $ (415,000    $ (1,231,786    $ (71,686,984
    Adjustments to reconcile net loss to net used by operating activities:                        
          Depreciation and amortization
    8,088       4,185       68,147  
          Stock options granted for services rendered
    -       923,963       23,479,874  
          Impairment of intangible assets
    -       -       2,240,000  
          Common stock issued for services rendered
    106,889       -       41,730,389  
     Changes in operating assets and liabilities
                       
          (Increase) decrease in prepaid expenses
    -       (28,248 )     -  
          Increase (decrease) in accounts payable and accrued expenses
    27,478       71,451       922,866  
               Net Cash Used in Operating Activities
    (272,545 )     (260,435 )     (3,245,708 )
                         
INVESTING ACTIVITIES
                       
     Cash received in acquisition
    -       -       44,303  
     Cash paid as loan advances
    (179,000 )     -       (192,000 )
     Cash paid for property and equipment
    -       (17,977 )     (161,778 )
               Net Cash Used in Investing Activities
    (179,000 )     (17,977 )     (309,475 )
                         
FINANCING ACTIVITIES
                       
     Cash received from issuance of common stock
    -       725,000       1,660,500  
     Cash received from notes payable
    192,000       -       484,860  
     Cash paid to related party loans
    (53,330 )     (193,365 )     (213,483 )
     Cash received from related party loans
    229,950       38,120       1,645,272  
               Net Cash Provided by Financing Activities
    368,620       569,755       3,577,149  
                         
NET INCREASE (DECREASE) IN CASH
    (82,925 )     291,343       21,966  
CASH AT BEGINNING OF PERIOD
    104,891       435,858       -  
CASH AT END OF PERIOD
   $ 21,966      $ 727,201     $ 21,966  
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
  $ -     $ -     $ 2,240,000  
Common stock cancelled
    -       -       (24,600 )
Common stock issued for services
    260,000       -       41,883,500  
 

 
The accompanying notes are an integral part of these consolidated condensed financial statements.
 
5

 
TREE TOP INDUSTRIES, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2010 and 2009
NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at Mach 31, 2010, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2009 audited financial statements.  The results of operations for the period ended March 31, 2010 is not necessarily indicative of the operating results for the full year.

NOTE 2 - GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company incurred a net loss of $403,525 during the three months ended March 31, 2010 and has an accumulated deficit of $71,675,509.

Since inception (August 1, 2007) through December 31, 2009, the Company has not generated any significant revenue and has sustained recurring losses. Through the date of these financial statements viable operations have not been achieved and Tree Top has been unsuccessful in raising all the capital that it requires. Tree Top has had no revenues and requires substantial financing. Most of the financing has been provided by David Reichman, the present Chief Executive Officer and Chairman. . Tree Top is dependent upon his ability and willingness to continue to provide such financing which is required to meet reporting and filing requirements of a public company.

In order for the Company to remain a going concern, it will need to continue to receive funds from the exercise of outstanding warrants and options or through other equity or debt financing. There can be no assurance that Tree Top will continue to receive any proceeds from the exercise of warrants or options or that Tree Top will be able to obtain the necessary funds to finance its operations. These conditions raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements
In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic 810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between guidance in that Subtopic and asset de-recognition and gain or loss recognition guidance that may exist in other US GAAP. An entity will be required to follow the amended guidance beginning in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those entities that have already adopted FAS 160, the amendments are effective at the beginning of the first interim or annual reporting period ending on or after December 15, 2009. The amendments should be applied retrospectively to the first period that an entity adopted FAS 160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the financial position, results of operations or cash flows of the Company.
 
 
 
6

 
TREE TOP INDUSTRIES, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2010 and 2009
 
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (continued)
In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.

In December 2009, the FASB issued Accounting Standards Update 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 167.

In December 2009, the FASB issued Accounting Standards Update 2009-16, Transfers and Servicing (Topic 860): Accounting for Transfers of Financial Assets. This Accounting Standards Update amends the FASB Accounting Standards Codification for Statement 166.

In October 2009, the FASB issued Accounting Standards Update 2009-15, Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance or Other Financing. This Accounting Standards Update amends the FASB Accounting Standard Codification for EITF 09-1.

In October 2009, the FASB issued Accounting Standards Update 2009-14, Software (Topic 985): Certain Revenue Arrangements That Include Software Elements. This update changed the accounting model for revenue arrangements that include both tangible products and software elements. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-14 to have a material effect on the financial position, results of operations or cash flows of the Company.

In October 2009, the FASB issued Accounting Standards Update 2009-13, Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements. This update addressed the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than a combined unit and will be separated in more circumstances that under existing US GAAP. This amendment has eliminated that residual method of allocation. Effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted. The Company does not expect the provisions of ASU 2009-13 to have a material effect on the financial position, results of operations or cash flows of the Company.

In September 2009, the FASB issued Accounting Standards Update 2009-12, Fair Value Measurements and Disclosures (Topic 820): Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This update provides amendments to Topic 820 for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent). It is effective for interim and annual periods ending after December 15, 2009. Early application is permitted in financial statements for earlier interim and annual periods that have not been issued. The Company does not expect the provisions of ASU 2009-12 to have a material effect on the financial position, results of operations or cash flows of the Company.

 
 
7

 
TREE TOP INDUSTRIES, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2010 and 2009
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (continued)
In July 2009, the FASB ratified the consensus reached by EITF (Emerging Issues Task Force) issued EITF No. 09-1, (ASC Topic 470) "Accounting for Own-Share Lending Arrangements in Contemplation of Convertible Debt Issuance" ("EITF 09-1"). The provisions of EITF 09-1, clarifies the accounting treatment and disclosure of share-lending arrangements that are classified as equity in the financial statements of the share lender. An example of a share-lending arrangement is an agreement between the Company (share lender) and an investment bank (share borrower) which allows the investment bank to use the loaned shares to enter into equity derivative contracts with investors. EITF 09-1 is effective for fiscal years that beginning on or after December 15, 2009 and requires retrospective application for all arrangements outstanding as of the beginning of fiscal years beginning on or after December 15, 2009. Share-lending arrangements that have been terminated as a result of counterparty default prior to December 15, 2009, but for which the entity has not reached a final settlement as of December 15, 2009 are within the scope. Effective for share-lending arrangements entered into on or after the beginning of the first reporting period that begins on or after June 15, 2009. The Company does not expect the provisions of EITF 09-1 to have a material effect on the financial position, results of operations or cash flows of the Company.

NOTE 4 - RELATED PARTY TRANSACTIONS

Due to officers and directors as of March 31, 2010 and December 31, 2009 totals $1,522,389 and $1,345,769, respectively.  These balances consist of net cash advances, bonuses, unpaid wages and unpaid expense reimbursements due to David Reichman and Kathy Griffin. During the three months ended March 31, 2010, related party payables increased by $241, 425 due to $135,600 in accrued salary, $31,500 in expenses paid by officers, and $61,500 in cash advances.  Payments made during the period totaled approximately $53,300 in cash repayments.  The payables are unsecured, due on demand and do not bear interest.

NOTE 5 - FIXED ASSETS

Depreciation expense was $8,088 and $4,185 during the three months ended March 31, 2010 and 2009, respectively.
Fixed assets consist of the following:

   
March 31, 2010
   
December 31, 2009
 
Computer equipment
  $ 126,278     $ 126,278  
Office equipment
    22,600       22,600  
Telephone equipment
    12,900       12,900  
 
    161,778       161,778  
Accumulated Depreciation
    (68,147 )     (60,059 )
 
  $ 93,631     $ 101,719  
 
 
NOTE 6 - NOTES PAYABLE

Notes payable consist of various notes bearing interest at rates from 5% to 7%, are unsecured, with original due dates between August 2000 and December 2009. Four notes with maturity dates are currently in default with the remaining two notes note due on demand and thus all notes are classified as current liabilities. The new note entered into during the three months ended March 31, 2010 consists of advances totaling $192,000 which are secured against the Company’s loan advances to GeoGreen (see note 8), bear no interest and are due on demand.  At March 31, 2010, notes payable amounted to $597,860.

At March 31, 2010 and December 31, 2009, accrued interest on the notes was $74,497 and $66,175, respectively. Interest expense on the notes amounted to $8,322 and $2,076 for the three months ended March 31, 2010 and 2009.
 
 
 
8

 
TREE TOP INDUSTRIES, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2010 and 2009

NOTE 7 - STOCKHOLDERS' DEFICIT

A) NUMBER OF SHARES AUTHORIZED

On November 28, 2007, the stockholders approved the increase in the Company’s authorized shares of common stock from 75 million to 350 million shares, changed the par value to $0.001 and to authorize 50,000 shares of $0.001 par value "blank check" preferred stock. As of March 31, 2010 and December 31, 2009, 131,494,100 and 130,994,100 shares of common stock are issued and 127,594,100 and 127,494,100 outstanding, respectively. The Company has issued 3,500,000 shares that are held in escrow that are not outstanding as of March 31, 2010.  There were no shares of preferred stock issued and outstanding.

A)   PREFERRED STOCK

The stockholders voted to authorize 50,000 shares of "blank check" preferred stock. The terms, rights and features of the preferred stock will be determined by the Board of Directors upon issuance. Subject to the provisions of the Company’s certificate of amendment to the articles of incorporation and the limitations prescribed by law, the Board of Directors would be expressly authorized, at its discretion, to adopt resolutions to issue shares, to fix the number of shares and to change the number of shares constituting any series and to provide for or change the voting powers, designations, preferences and relative, participating, optional of other special rights, qualifications, limitations or restrictions thereof, including dividend rights (including whether the dividends are cumulative), dividend rates, terms of redemption (including sinking fund provisions), redemption prices, conversion rights and liquidation preferences of the shares constituting any series of the preferred stock, in each case without any further action or vote by the stockholders. The Board of Directors would be required to make any determination to issue shares of preferred stock based on its judgment as to the best interests of the Company..

B)   ISSUANCES OF COMMON STOCK

Effective  November  1,  2007,  the  Company closed an Agreement and Plan of Reorganization with Ludicrous  and  the  stockholders  of  Ludicrous  received 68,000,000 shares of the Company's common stock. The disclosure of shares issued and outstanding for the Company has been restated to inception as though a forward stock split had occurred.
 
On December 6, 2007, the Board of Directors authorized the issuance of 200,000 shares of common stock to its directors, valued at $400,000, for services rendered to the Company.
 
On September 24, 2007, the Board of Directors authorized the issuance of 2.55 million shares of common stock to David Reichman, valued at $2,167,500, for services rendered to the Company. The shares were issued on November 1, 2007.
 
On September 24, 2007, the Board of Directors authorized the issuance of 40,000 shares of common stock to its directors, valued at $34,000, for services rendered to the Company. The shares were issued on November 1, 2007.
 
On December 6, 2007,  the Board of Directors  authorized  the issuance of 50,000 shares  of  common  stock to its  attorney,  valued at  $100,000,  for  services rendered to the Company.
 
On December 17, 2007, the Company issued 500,000 shares of common stock relating to the exercise of 500,000 options.  The Company received proceeds totaling $125,000.

Effective January 1, 2008, the Board of Directors authorized the issuance of stock options valued at $3,787,174 in exchange for services rendered to the Company which vest over a two year period. The Company recorded an expense of $1,465,195 for the year ended December 31, 2008 for the value of the options vested.


 
9

 
TREE TOP INDUSTRIES, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2010 and 2009
 
NOTE 7 - STOCKHOLDERS' DEFICIT (CONTINUED)

B)   ISSUANCES OF COMMON STOCK (CONTINUED)

On January 16, 2008, the Board of Directors authorized the grant of 250,000 shares of common stock relating to the exercise of 250,000 options. The Company received proceeds totaling $62,500.

On March 26, 2008, the Board of Directors authorized the issuance of 850,000 shares of common stock relating to the exercise of 850,000 options. The Company received proceeds totaling $662,500.

During the year ended December 31, 2008, the Company authorized the grant of 1,000,000 of stock options. The Company recorded an expense of $527,805 at the date of grant.

During the year ended December 31, 2008, the Company cancelled 24,600,000 shares with a par value of $0.001.

During 2008 the Company authorized the exchange of options to purchase shares of Ludicrous common stock for options to purchase common stock of the Company.  The Company revalued the options and recorded $932,779 as additional compensation expense for incremental value of the Company’s options.

On February 13, 2009, the Board of Directors authorized the issuance of 12,500,000 shares of common stock to officers and directors, valued at $6,500,000, for services rendered to the Company.

On April 28, 2009, the Board of Directors authorized the issuance of 3,950,000 million shares of common stock to officers and directors and consultants, valued at $2,054,000, for services rendered to the Company.

On May 28, 2009, the Board of Directors authorized the issuance of 1,000,000 million shares of common stock to officers and directors and consultants, valued at $520,000, for services rendered to the Company.

On July 9, 2009, the Board of Directors authorized the issuance of 3,500,000 shares of common stock, valued at $2,240,000, for the acquisition of BAT, including environmental remediation technology.

On August 21, 2009, the Board of Directors authorized the issuance of 1,000,000 shares of its common stock for legal services valued at $520,000. On December 16, 2009, the Board of Directors authorized the issuance of 55,900,000 million shares of common stock to officers and directors and consultants, valued at $29,068,000, for services rendered to the Company.  On December 20, 2009, the Company issued 500,000 shares of common stock to consultants valued at $260,000.

During October and November 2009, the Company authorized the issuance of 315,700 shares of common stock for cash received, totaling $110,500.

On February 18, 2010, the Board of Directors authorized the issuance of 500,000 shares of common stock to consultants, valued at $260,000, for services rendered to the Company.  The contract covers a period of 90 days, of which approximately 60 days remains.  The Company has recognized $106,889 in expense and has recorded the remaining $153,111 in prepaid expenses.

D)   STOCK WARRANTS AND OPTIONS

During the three months ended March 31, 2010, the Company did not issue any stock warrants or options.



 
10

 
TREE TOP INDUSTRIES, INC.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
March 31, 2010 and 2009

NOTE 8 – AGREEMENTS

On January 15, 2010, the Company entered into a loan agreement with GeoGreen Biofuels, Inc. (“GeoGreen”), which is effective as of December 1, 2009.  Under the terms of the Agreement, the Company agreed to finance the final stages of a facility build-out in order to begin processing waste cooking oils into biofuels. Under the terms of the Agreement, the Company shall also help GeoGreen secure additional financing.  Furthermore, the Agreement provides the Company with the right of first refusal on future equity financings of GeoGreen.  Prior to the date of the Agreement, neither the Company nor any affiliate of the Company had any material relationship with GeoGreen, other than in respect of the negotiation of the Agreement.

GeoGreen recycles waste cooking oil into clean, safe, renewable biofuel. GeoGreen’s aim is to manufacture biofuel in cities across the United States.  The Company’s subsidiaries and affiliates include clean-tech energy, bio-energy and green energy solutions. The Company is an early stage company that is animating its subsidiaries and affiliates concurrently, as it simultaneously moves to acquire companies that are in various stages of development; using several different paradigms, including exchange of stock, joint venture, cash, and other partnership configurations.  

As of March 31, 2010, the Company has advanced GeoGreen a total of $192,000.

NOTE 9 – SUBSEQUENT EVENTS

In accordance with ASC 855-10 Company management reviewed all material events through the date of this report and there are no material subsequent events to report.


 
 
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Item 2.              Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statements

This Form 10-Q may contain "forward-looking  statements," as that term is used in  federal  securities  laws,  about  Tree  Top  Industries,  Inc.'s  financial condition,  results of operations and business.  These statements include, among others:

o  
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

o  
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:

         (a)      volatility or decline of TTI's stock price;

         (b)      potential fluctuation of quarterly results;

         (c)      failure of TTI 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 TTI's technology or to make sales;

         (f)      decline in demand for TTI's products and services;

         (g)      rapid adverse changes in markets;

 
       (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;

         (i)      insufficient revenues to cover operating costs;

         (j)      failure of the BAT technology to function properly

There is no assurance that TTI will be profitable,  TTI may not be able to successfully develop, manage or market its products and services, TTI may not be able to attract or retain qualified executives and technology personnel,  TTI may not be able to obtain customers for its products or services, TTI's products and  services  may become  obsolete,  government  regulation  may  hinder  TTI's business, additional dilution in outstanding stock ownership may be incurred due to the issuance of more shares,  warrants and stock options,  or the exercise of outstanding  warrants  and stock  options,  and other  risks inherent  in TTI's businesses.
 
 
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Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. TTI cautions you not to place undue reliance on the statements, which speak only as of the date of this Form 10-Q. The cautionary statements  contained or referred to in this  section  should be  considered  in connection with any subsequent written or oral  forward-looking  statements that TTI or  persons  acting on its  behalf may  issue.  TTI does not  undertake  any obligation  to review or  confirm  analysts'  expectations  or  estimates  or to release  publicly any  revisions to any  forward-looking  statements  to reflect events or  circumstances  after the date of this Form 10-Q,  or to reflect the occurrence of unanticipated events.

Current Overview

Effective August 13 th , 2009, TTI completed a stock-for-stock exchange with BioEnergy Applied Technologies, Inc. (“BAT”), BioEnergy Systems Management, Inc. (“Bio”), Wimase Limited (“Wimase”) and Energetic Systems Inc., LLC, (“Energetic”, and together with Bio and Wimase, the “Stockholders”).  TTI acquired all of the issued and outstanding shares of BAT.  TTI issued 3,500,000 shares of its common stock, par value $.001 per share, to the Stockholders, in exchange for the transfer of all of the issued and outstanding shares of common stock of BAT by the Stockholders.

  BAT is the originator of various proprietary, clean-tech, environmentally-friendly technologies and intellectual properties in the areas of hazardous waste destruction, energetic materials, chemical recycling processes, and coal gasification.  BAT also maintains unique electrolytic technology that simplifies the production of bio fuels, specifically biodiesel and its byproducts.

BAT was acquired to exploit their key intellectual properties, which have been applied to the construction of systems and equipment designed to facilitate the destruction of pharmaceutical, medical, biological, chemical, red bag and other hazardous wastes, with clean reusable energy produced as a byproduct.  The system utilizes cold plasma technology to initiate a chemical reaction inside the unit.  The chemical reaction causes enough heat to facilitate the waste destruction, resulting in a drastically reduced carbon footprint, as no   incineration is needed.   The energy needed to start the process is the equivalent of only five light bulbs, resulting in a significantly lower cost of operation.  The unit is relatively compact, can be retrofitted into existing structures or made mobile for smaller venues, and can be scaled up to meet the hazardous waste destruction needs of almost any user.

TTI is actively engaged in developing a business platform to showcase the BAT technologies, and will spend the majority of its resources in support of this opportunity.

TTI also owns 100% of the issued and outstanding stock of NetThruster, Inc., a Nevada corporation (“NetThruster”), which was formally known as Ludicrous, Inc. (“Ludicrous”).  TTI was previously known as GoHealth.MD, Inc. (“GoHealth.Md”).  GoHealth.Md was incorporated in Nevada in May 2000.  GoHealth was a web based resource provider for certain alternative health- care oriented professionals. In January 2002, GoHealth.MD, Inc. ceased these operations. TTI continued to exist as a public company with no active operations until 2007.  

NetThruster was formed to be a provider of high-performance content delivery network (“CDN”) services. Currently, due to recent industry developments, TTI is in the process of re-evaluating the NetThruster technology, and as such, has temporarily ceased active development of this subsidiary.

 
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Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  The  preparation  of these  financial  statements  requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues  and  expenses,   and  related  disclosure  of  contingent  assets  and liabilities.  We monitor our estimates on an on-going basis for changes in facts and circumstances, and material changes in these estimates could occur in the future.  Changes in estimates are recorded in the period in which they become known. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances.  Actual results may differ from our estimates if past experience or other assumptions do not turn out to be substantially accurate.

Certain of our accounting policies are particularly important to the portrayal and understanding of our financial position and results of operations and require us to apply significant judgment in their application.  As a result, these policies are subject to an inherent degree of uncertainty.  In applying these policies, we use our judgment in making certain assumption and estimates. Our critical accounting policies are described in our Annual Report on Form 10-K for the year ended December 31, 2009.  There have been no material changes to our critical accounting policies as of March 31, 2010 and for the three months then ended.

Results of Operations for the Three Months Ended March 31, 2010 Compared to Three Months Ended March 31, 2009

We had no revenues in the three months ended March 31, 2010 and 2009. Our operating expenses decreased from $1,229,710 to $395,203 during these periods.  The decreased is primarily due to reductions in officer compensation and professional fees.  In the three months ended March 31, 2009 the Company issued a total of $923,963 in common stock and stock options to management and consultants as compared to $260,000 in the same period ended 2010.  This amount will be amortized over the three month term of the agreement.  This amount will be amortized over the three month term of the agreement.  Our net loss was $403,525 in the three months ended March 31, 2010 as compared to a net loss of $1,231,786 in the same period of 2009. Excluding non cash expenses our net loss would have been $135,437 and $303,638 in 2010 and 2009, respectively.

Liquidity and Capital Resources

The Company's cash position was $21,966 at March 31, 2010 compared to $104,891 at December 31, 2009.  As of March 31, 2010, the Company had current assets of $367,077 and current liabilities of $2,872,343 compared to $117,891 and $2,487,720 respectively as of December 31, 2009.  This resulted in working capital deficit of $2,505,266 at March 31, 2010 and $2,369,829 at December 31, 2009.

Net cash used in operating activities amounted to $272,545 for the three month period ended March 31, 2010, as compared to $260,435 of net cash used in operations for the three month period ended March 31, 2009.  Net cash used in operating activities increased only marginally and was mainly due to the Company paying increase in salaries and wages offset by a decrease in rent and travel expenses.

Net cash used in investing activities amounted to $179,000 and $17,977 for the three months ended March 31, 2010 and 2009, respectively. The Company purchased equipment during 2009 and no capital expenditures were made during 2010.  Advances totaling $179,000 were made to GeoGreen Biofuels, Inc pursuant to the loan agreement entered into during January of 2010.

 
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Net cash provided by financing activities amounted to $368,620 and $569,755 for the three months ended March 31, 2010 and 2009, respectively. The decrease from 2009 to 2010 resulted primarily from the sale of common stock for cash totaling $725,000 in 2009.  The Company had net repayments of officers’ loans of $155,245 in 2009 compared to net borrowings of $176,620 in 2010. During the three months ended March 31, 2010 the Company also received $192,000 in proceeds from notes payable.

The Company does not have sufficient capital to meet its current cash needs, which include the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended.  The Company intends to seek additional capital and long-term debt financing to attempt to overcome its working capital deficit.  The Company will need between $150,000 and $200,000 annually to maintain its reporting obligations.  Financing options may be available to the Company either via a private placement or through the public sale of stock.  The Company will seek to raise sufficient capital to market the BAT technology and to sustain monthly operations.  There is no assurance, however, that the available funds will be available or adequate.  Its need for additional financing is likely to persist.

Going Concern Qualification

The Company has incurred significant losses from operations, and such losses are expected to continue.  The Company's auditors have included a "Going Concern Qualification" in their report for the year ended December 31, 2009. In addition, the Company has limited working capital.  The foregoing raises substantial doubt about the Company's ability to continue as a going concern.  Management's plans include seeking additional capital and/or debt financing.  There is no guarantee that additional capital and/or debt financing will be available when and to the extent required, or that if available, it will be on terms acceptable to the Company.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  The "Going Concern Qualification" may make it substantially more difficult to raise capital.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

Not Applicable.

Item 4T.                 Controls and Procedures

Evaluation of Disclosure Controls and Procedures
 
 
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information we are required to disclose is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Commission.  David Reichman, our Chief Executive Officer and our Principal Accounting Officer, is responsible for establishing and maintaining our disclosure controls and procedures.

Under the supervision and with the participation of our management, including the Chief Executive Officer and Principal Accounting Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this report.  Based on that evaluation, the Chief Executive Officer and Principal Accounting Officer has concluded that, as of March 31, 2010 these disclosure controls and procedures were ineffective to ensure that all information required to  be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Principal Accounting Officer, as appropriate to allow timely decisions regarding required disclosure.

 
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The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, 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 and includes those policies and procedures that:

·
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.

Changes in Internal Controls over Financial Reporting

There were no additional changes in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2010 that has materially affected, or is reasonably likely to materially affect, our  internal control over financial reporting.

Inherent Limitations over Internal Controls

TTI’s management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud.  A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within TTI have been detected.  These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls.  The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks.  Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Our disclosure controls and procedures are designed to provide reasonable assurance of that our reports will be accurate. Our Chief Executive Officer and Principal Accounting Officer concludes that our disclosure controls and procedures were ineffective at that reasonable assurance level, as of the end of the period covered by this Form 10-Q.  Our future reports shall also indicate that our disclosure controls and procedures are designed for this reason and shall indicate the related conclusion by the Chief Executive Officer and Principal Accounting Officer as to their effectiveness.
 
 
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 PART II                      OTHER INFORMATION

Item 1.      Legal Proceedings

 TTI has filed suit in United States District Court.against Dr. Steven Hoefflin for libel against the Company. The suit seeks redress in the form of enjoining the shareholder from any further harassment and in the form of damages from the shareholder and others who have allegedly abetted the shareholder’s actions.  TTI is confident of prevailing in this suit although there is no assurance regarding the results of litigation.  This case was dismissed in New York and we are currently evaluating if it would be productive to file the claim in the Los Angeles County Federal Court.  In addition, we have recently become aware this same shareholder has filed a third party cross complaint against TTI and one of its officers, in Los Angeles Superior Court. TTI is confident of prevailing in this suit although there is no assurance regarding the results of litigation.

Item 1A.      -Risk Factors

Item 2.              Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.              Defaults Upon Senior Securities

Not Applicable.

Item 4.              Submission of  Matters to a Vote of Security Holders

Not Applicable.

Item 5.              Other Information

Not Applicable

Item 6.              Exhibits

(a)           Exhibits
 
 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
  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)
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.

 
 Form 8 –K filed on October 19th, 2009  related to the completion of the acquisition of BAT


 
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
  TREE TOP INDUSTRIES, INC.  
       
Dated: May 14, 2010 
By:
/s/ David Reichman  
    David Reichman, Chief Executive Officer  
    and Chairman (Principal Executive Officer)  
       
 

 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


 
 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)  
 
 
 
 
 
 
 
 
 
 
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BUSINESS AND FINANCIAL CONSULTING AGREEMENT


THIS BUSINESS AND FINANCIAL CONSULTING AGREEMENT (“Agreement”) is entered into in duplicate this 22 day of February, 2010 by and between Tree Top Industries, a Nevada corporation with its operating office at 840 N. Hollywood Way, 2 nd floor, Burbank, CA  91505 (“Company”) and Asia Pacific Capital Corporation, a Nevada Corporation with corporate offices at 123 West Nye Lane, Suite 129, Carson City, Nevada, 89706.


RECITALS

Whereas, the Company desires to retain APC to consult with the Company and assist the Company in international business development  for the Company, including but not limited to identification, introduction, and analysis of business partners and strategic alliances in the areas of investment banking, as well as guidance in any other matters or special projects that may be referred to the Company from time to time effective upon signing of this agreement, on the terms and subject to the conditions specified in this Agreement.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, UNDERTAKINGS AND COVENANTS SPECIFIED HEREIN, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE OBLIGATED LEGALLY AND EQUITABLY, THE PARTIES AGREE WITH EACH OTHER AS FOLLOWS:

1. Incorporation of Recitals. The recitals of this Agreement, specified above, by this reference, are made a part of this Agreement, as though specified completely and specifically at length in this Agreement.

2. Services and Costs.

2.1 Services to be provided. APC shall consult with the Board and the officers of the Company, at reasonable times, concerning any issue of importance regarding certain opportunities available to the Company and other relevant matters relating to the business of the Company. Subject to those restrictions specified in Paragraph 8, APC shall specifically assist the officers of the Company, at the Company’s request and within the specific scope of the Company’s request, regarding the following matters:

(i)  
Positioning the Company in front of APC’s business network;

(ii)  
Identifying strategic business relationships for the Company in alignment with its international business strategy; and

(iii)  
Providing international business development assistance and help strategize possible financing options

2.2 Costs. APC will be responsible for any and all costs associated with executing its responsibilities as enumerated in the agreement.  Any exceptions must be in written request form, signed by both parties and approved by the Company. The Company will reimburse APC for reasonable out-of-pocket expenses, including but not limited to travel, lodging and meals, incurred in connection with its representation and services hereunder.  Reimbursement for out-of-pocket expenses will be paid by the Company within thirty (30) days of receipt of invoice from APC, except for the significant expenses of the institutional road show (including, without limitation, travel, lodging and institutional lunches) which will be paid directly by the Company.  The Company’s obligation to APC for
reimbursement of out-of-pocket expenses incurred during the Term of the Agreement will survive the termination of this Agreement.  All planned expenditures must be approved in writing by the Company prior to being incurred.


 
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3.   Term of Agreement. The respective duties and obligations of the parties shall commence upon the signing of this Agreement (“Effective Date”) and shall continue for a period of twelve months. In the event either party to this Agreement desires to terminate this Agreement, that party shall provide to the other party notice of that party’s intention to terminate this Agreement, and which notice shall specify the date of termination of this Agreement; provided.

4. Compensation.

The Company agrees to compensate APC for its efforts with above enumerated services

with TTI stock in the amount of 2,000,000 shares.  Fifteen days after the signing of this agreement, the Company shall deliver or cause to be delivered to APC Five Hundred Thousand (500,000) shares of the Company’s restricted common Stock (the “Common Stock” and the first 500,000 shares the “First Tranche of Common Stock”).  Subsequently, the Company shall deliver or cause to be delivered to APC an additional One Million and Five Hundred Thousand (1,500,000) shares of Common Stock to be deposited in three (3) equal tranches at the end of each subsequent ninety day period (each such tranche of Common Stock a “Subsequent Tranche” and each a “Common Stock Tranche”). The Agreement is subject to review at the close of every quarter and can be ended with no additional shares being issued.

Each Common Stock Tranche will be subject to a “trickle out” agreement between the Company and APC, whereby the total amount of stock issued to APC for such Tranche is trickled out in a maximum of 6 equal monthly installments, such trickle out period to commence as of the date that such Common Stock Tranche could be legally sold under SEC Rule 144.  Company management shall enter into substantially equivalent agreements for all stock owned directly or indirectly by such management members.  Elias Argyropoulos shall enter into substantially equivalent agreements for all stock owned directly or indirectly by him and shall further arrange for at least 80% of the stock owned by his “group” to be similarly locked up subject to the same trickle out agreement.  The form of the trickle out agreement will be agreed upon within 15 days of the execution of this Agreement and be fully executed by all parties described in this Agreement within 30 days of the execution of this Agreement.  Notwithstanding the foregoing, during any period in which the Company’s stock has traded an average of at least 100,000 shares for the previous 15 trading days, then for so long as the Company’s stock continues to trade at least an average of 100,000 shares per day, the provisions of the trickle out agreement shall not apply until such time as the volume drops below an average of 100,000 shares per day, at which point the trickle out agreement shall again apply.

In addition, the Company also reserves the right to pay out a discretionary bonus to APC related to performance of the above mentioned services.

5. Confidential Information.

5.1 Definition of Confidential Information. As used in this Agreement, “Confidential Information” shall, subject to the provisions set forth at Section 5.2 of this Agreement, included, but not be limited to, computer programs, software, source codes, computations, data files, algorithms, techniques, processes, designs, specifications, drawings, charts, plans, schematics, computer disks, magnetic tapes, books, files, records, reports, documents, instruments, agreements, contracts, correspondence, letters, memoranda, financial, accounting, sales, purchase and employment data, capital structure information, corporate organizational information, identities, names and addresses of shareholders, directors, officers, employees, contractors, vendors, suppliers, customers, clients and all persons and entities associated with the Company, information pertaining to projects, projections, assumptions and analyses, and all other data and information and similar items relating to the business of the Company and all other data and information and similar items relating to the Company of whatever kind or nature and whether or not prepared or compiled by the Company.

5.2 General Knowledge. Confidential Information, as that term is used in this Agreement shall not include information which:

(a) is already known without restriction to APC; or
(b) is or becomes publicly known as a result of no wrongful act of APC;   or
(c) is received from a third party without restriction and without breach of this
Agreement; or
(d) is independently developed by APC.

 
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5.3. Non-Disclosure. APC and its representatives, heirs, successors, employees, assigns, attorneys, affiliates, agents and other representatives, as the case may be, and each of their shareholders, partners, directors, officers, employees, representatives, attorneys, and all other persons or entities acting by, through, under, or in connection with them, or any of them, shall not, directly or indirectly, divulge, disclose, disseminate, distribute, license, circulate, publish, use, sell or otherwise make known any Confidential Information to any third party or person or entity not expressly authorized by the Company in advance in writing to receive such Confidential Information. APC shall prevent disclosure of any Confidential Information to any third party and shall exercise the most stringent care and discretion in accordance with APC duty pursuant to this Agreement to prevent any such disclosure.

5.4. Ownership and Reproduction or Translation of Confidential Information. All Confidential Information is and shall remain the property of the Company and may not be reproduced, replicated, recreated, reconstructed, remanufactured, engineered, reverse engineered, copied, translated, compiled, interpreted or decompiled, in any manner whatsoever whether electronic, electromagnetic, electromechanical, mechanical, chemical or photographic without the prior written consent of the Company.

5.5. Removal and Return of Confidential Information. APC shall only remove such original or reproduced, replicated or photocopied Confidential Information from the premises of the Company or any bailee(s) or other place of repository as may be expressly permitted in advance in writing by the Company. APC shall promptly return to the Company all Confidential Information upon the request of the Company and shall not retain any reproductions, replications, photocopies or other copies or renditions of any Confidential Information. APC shall certify in writing to the Company that APC has either returned or destroyed all such reproductions, replications, photocopies or copies or other renditions.

5.6. Prohibition of Use.   APC shall not directly or indirectly make any use whatsoever of Confidential Information or of any feature, specification, detail or other characteristic contained in, or derived from, any Confidential Information, except as may be expressly authorized by the Company in writing.

5.7. Competitive Activities. Any unauthorized use, sale, licensing, marketing, transfer or disclosure of Confidential Information obtained by APC, including information concerning the Confidential Information and any future or proposed activities by the Company or any of the Company’s employees, associates, affiliates, agents, APC or representatives, and the fact that those activities may be considered or in production, as well as any description of the features, specifications, or characteristics of those activities, shall constitute unfair competition and shall be a breach of this Agreement and of APC’s fiduciary duties to the Company.  APC shall not engage in any unfair competition with the Company at any time, whether during or following the completion of the term of this Agreement.

6. Management Power of APC. The business affairs of the Company and the operation of business of the Company shall be conducted by the officers and administrative staff and employees of the Company. It is the intention of the Company not to confer on APC, and APC shall not have, any power of direction, management, supervision or control of the administrative staff or other employees of the Company, or to otherwise be involved with the management of the business of the Company.

7. Authority to Contract. APC shall have no power to, and APC shall not, obligate the Company in any manner whatsoever to any contract, agreement, undertaking, commitment or other obligation.

8. Registration Status of APC. APC is not engaged in the business of effecting transactions in securities for the accounts of others.  APC is not registered with any agency as a broker-dealer, investment advisor or investment manager, and, as a result, is precluded by law from providing to the Company services which would be considered to be those of a broker-dealer, investment advisor or investment manager in connection with the placement, offer or sale of securities. In that regard, APC shall not offer, offer to sell, offer for sale, sell, or induce or attempt to induce the purchase or sale of securities of the Company. None of the services to be provided by APC pursuant to the provisions of this Agreement are intended to be or shall be construed as offering or selling securities, or providing investment, legal or tax advice.  None of the services intended to be provided by APC require registration as a broker-dealer, investment advisor or investment manager.

 
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9. Services of APC Not Exclusive. Subject to the provisions of Section 5.7 of this Agreement, APC may represent, perform services for, and be employed by, any additional persons as APC, in APC’s sole discretion, determines to be necessary or appropriate.

10. Relationship Created. APC is not an employee of the Company for any purpose whatsoever, but is an independent contractor. The Company is interested only in the results obtained by APC. The Company shall not have the right to require APC to collect accounts, investigate customer or shareholder complaints, attend meetings,. All expenses and disbursements, including, but not limited to, those for maintenance, entertainment, office, clerical and general administrative expenses, that may be incurred by APC in connection with this Agreement shall be borne and paid wholly and completely by APC, and the Company shall not be in any way responsible or liable therefore. Consultant further acknowledges the consideration provided hereinabove is a gross amount of consideration and that the Company will not withhold from such consideration any amounts as to income taxes, social security payments or any other payroll taxes.  All such income taxes and other such payment shall be made or provided for by Consultant and the Company shall have no responsibility or duties regarding such matters.

11.  Indemnification
 
a)   The Company warrants and represents that all oral communications, written documents or materials furnished to APC by the Company with respect to financial affairs, operations, profitability and strategic planning of the Company are accurate and APC may rely upon the accuracy thereof without independent investigation.  The Company will protect, indemnify and hold harmless Consultant against any claims or litigation including any damages, liability, cost and reasonable attorney's fees as incurred with respect thereto resulting from APC’s communication or dissemination of any said information, documents or materials excluding any such claims or litigation resulting from APC’s communication or dissemination of information not provided or authorized by the Company.
 
b)   APC covenants that all oral communications, written documents or materials regarding the Company delivered or furnished by APC to any third party shall be based upon and accurately reflect the information given APC by Company.  APC shall protect, indemnify and hold harmless Company against any claims or litigation including any damages, liability, cost and reasonable attorney's fees as incurred with respect thereto resulting from APC’s communication or dissemination of any information which does not accurately or truthfully reflect the information given by Company to APC.
 

12. Governmental Rules and Regulations. The provisions of this Agreement and the relationship contemplated by the provisions of this Agreement are subject to any and all present and future orders, rules and regulations of any duly constituted authority having jurisdiction of that relationship.

13. Notices. All notices, requests, demands or other communications pursuant to this Agreement shall be in writing or by telex or facsimile transmission and shall be deemed to have been duly given: - (i) on the date of service, if delivered in person or by telex or facsimile transmission (with the telex or facsimile confirmation of transmission receipt serving as confirmation of service when sent and provided telexed or telecopied notices are also mailed by first class, certified or registered mail, postage prepaid); or (ii) 48 hours after mailing by first class, registered or certified mail, postage prepaid, and properly addressed as follows:



 
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If to the Company:
 
840 N. Hollywood Way
2nd Floor
Burbank, CA 91505
Telephone: (310) 601 4598
Faxcimile: (775) 890 3823
         Email: david@ttiiob.com
www.ttiiob.com

If to APC:

Asia Pacific Capital Corporation
123 West Nye Lane, Suite 129
Carson City, NV 89706
Telephone: (949) 335 5920
Facsimile: (949) 335 5130
Email: info@apacapital.com
www.apacapital.com

or at such other address as the party affected may designate in a written notice to such other party in compliance with this paragraph.

14.  Entire Agreement. This Agreement is the final written expression and the complete and exclusive statement of all the agreements, conditions, promises, representations, warranties and covenants between the parties with respect to the subject matter of this Agreement, and this Agreement supersedes all prior or contemporaneous agreements, negotiations, representations, warranties, covenants, understandings and discussions by and between and among the parties, their respective representatives, and any other person, with respect to the subject matter specified in this Agreement. This Agreement may be amended only by an instrument in writing which expressly refers to this Agreement and specifically states that such instrument is intended to amend this Agreement and is signed by each of the parties.

15. Number and Gender. Whenever the singular number is used in this Agreement, and when required by the context, the same shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders, and vice versa; and the word "person" shall include Company, firm, trust, estate, joint venture, governmental agency, sole proprietorship, political subdivision, company, congregation, organization, fraternal order, club, league, society, municipality, association, joint stock company, partnership or other form of entity.

16. Execution in Counterparts. This Agreement may be prepared in multiple copies and forwarded to each of the parties for execution. All of the signatures of the parties may be affixed to one copy or to separate copies of this Agreement and when all such copies are received and signed by all the parties, those copies shall constitute one agreement which is not otherwise separable or divisible.

17. Choice of Law and Consent to Jurisdiction. All questions concerning the validity, interpretation or performance of any of the terms, conditions and provisions of this Agreement or of any of the rights or obligations of the parties, shall be governed by, and resolved in accordance with, the U.S. Federal laws, and the laws of the state of Nevada. The parties agree that any appropriate State or United States District Court located in Los Angeles County, California, shall have exclusive jurisdiction over any case or controversy arising hereunder, and shall be the proper forum in which to adjudicate such case or controversy.

18. Assignability. Neither party shall sell, assign, transfer, convey or encumber this Agreement or any right or interest in this Agreement or pursuant to this Agreement, or suffer or permit any such sale, assignment, transfer or encumbrance to occur by operation of law without the prior written consent of the other party.  In the event of any sale, assignment, transfer or encumbrance consented to by such other party, the transferee or such transferee's legal representative shall agree with such other party in writing to assume personally, perform and be obligated by, the covenants, obligations, warranties, representations, terms, conditions and provisions specified in this Agreement.
 

 
 
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19. Force Majeure.   If any party is rendered unable, completely or partially, by the occurrence of an event of "force majeure" (hereinafter defined) to perform such party's obligations created by the provisions of this letter of intent, such party shall give to the other party prompt written notice of the event of "force majeure" with reasonably complete particulars concerning such event; thereupon, the obligations of the party giving such notice, so far as those obligations are affected by the event of "force majeure," shall be suspended during, but no longer than, the continuance of the event of "force majeure." The party affected by such event of "force majeure" shall use all reasonable diligence to resolve, eliminate and terminate the event of "force majeure" as quickly as practicable. The requirement that an event of "force majeure" shall be remedied with all reasonable dispatch as hereinabove specified, shall not require the settlement of strikes, lockouts or other labor difficulties by the party involved, contrary to such party's wishes, and the resolution of any and all such difficulties shall be handled entirely within the discretion of the party concerned. The term “force majeure” as used in this letter of intent shall be defined as and mean any act of God, strike, civil disturbance, lockout or other industrial disturbance, act of the public enemy, war, blockage, public riot, earthquake, tornado, hurricane, lightning, fire, public demonstration, storm, flood, explosion, governmental action, governmental delay, restraint or inaction, unavailability of equipment, and any other cause or event, whether of the type enumerated specifically in this section or otherwise, which is not reasonably within the control of the party claiming such suspension.

20. Consent to Agreement. By executing this Agreement, each party, for himself, represents such party has read or caused to be read this Agreement in all particulars, and consents to the rights, conditions, duties and responsibilities imposed upon such party as specified in this Agreement.

21. APC’s Representations.   In connection with the acceptance of the Common Stock, the Consultant represents and warrants to the Company and FCP, to the best of its actual knowledge, as follows:
 
a.   Entirely for Own Account .   Consultant understands that Company is making this Agreement with the Consultant in reliance upon the Consultant's representation to Company, which by the Consultant's execution of this Agreement the Consultant hereby confirms, that the Securities will be acquired for investment for the Consultant's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Consultant has no present intention of selling, granting any participation in, or otherwise distributing the same.  By executing this Agreement, the Consultant further represents that the Consultant does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities.
 
b.   Disclosure of Information .  Consultant has received and reviewed information about the Company and has had an opportunity to discuss the Company’ business, management and financial affairs with its management.  Consultant understands and acknowledges that such discussions, as well as any written information issued by Company, (i) were intended to describe the aspects of the Company’s business and prospects which Company believes to be material, but were not necessarily an exhaustive description, and (ii) may have contained forward-looking statements involving known and unknown risks and uncertainties which may cause Company’s actual results in future periods or plans for future periods to differ materially from what was anticipated and that no representations or warranties were or are being made with respect to any such forward-looking statements or the probability of achieving any of the results projected in any of such forward-looking statements.
 
c.   Investment Experience .  The Consultant acknowledges that it is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Securities. Consultant’s acceptance of the Securities as consideration for the Services is reasonable in relation to the Consultant’s net worth, which is in excess of ten (10) times the Consultant’s cost basis in the Shares.  Notwithstanding the foregoing, Consultant represents that it has consulted with independent legal counsel and/or tax, financial and business advisors, to the extent the Consultant deemed necessary.
 
d.   Accredited Investor .  The Consultant is an "accredited investor" within the meaning of SEC Rule 501 of Regulation D and a “Purchaser” within the meaning of 25102 (f) (2) of the California Corporate Securities Law of 1968, each as now in effect and shall submit to Company or FCP such further assurances of such status as may be reasonably requested by either.
 
 
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e.   Restricted Securities .  The Consultant understands that the Securities it is receiving are characterized as “restricted securities” under the federal securities laws inasmuch as they are being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act of 1933 (the “Act”), only in certain limited circumstances, and not unless the Company has received an opinion of counsel reasonably satisfactory to the Company that such resale or transfer is exempt from the registration requirements of that Act.  In this connection, the Consultant represents that it is familiar with SEC Rule 144, as now in effect, and understands the resale limitations imposed thereby and by the Act.
 
f.   Legends .  It is understood that the certificates evidencing the Assigned Optioned Shares may bear one or all of the following legends:
 
 “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.” and
 
Any legend required by applicable state securities laws.
 

IN WITNESS WHEREOF the parties have executed this Business and Financial Consulting Agreement in duplicate and in multiple counterparts, each of which shall have the force and effect of an original, on the date specified in the preamble of this Agreement.

COMPANY:                                                                           APC:

Dated:   February ______, 2010                                           Dated: February ______, 2010
Tree Top Industries, Inc.                                                       Asia Pacific Capital Corporation





By: /s/ Kathy M. Griffin                                                          By: /s/ Benjamin Tran                        
Kathy M. Griffin                                                                       Benjamin Tran
President                                                                                   Chief Executive Officer



 
 
7

 
EXHIBIT 31.1

SECTION 302 CERTIFICATION
EXHIBIT 31.1
CERTIFICATION

I, David Reichman, certify that:

1.           I have reviewed this report on Form 10-Q of Tree Top Industries, Inc.;

2.
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;

3.
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;

4.
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.

5.
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:  May 14, 2010
By:
/s/ David Reichman  
    David Reichman, Chief Executive Officer  
    (Principal Executive Officer)  
       

 
EXHIBIT 31.2

SECTION 302 CERTIFICATION
EXHIBIT 31.2
CERTIFICATION

I, David Reichman, certify that:

1.           I have reviewed this report on Form 10-Q of Tree Top Industries, Inc.;

2.
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;

3.
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;

4.
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.

5.
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.
 
  Company Name  
       
Date:  May 14, 2010
By:
/s/ David Reichman,  
    David Reichman, Chief Financial Officer  
    (Principal Financial/Accounting Officer)  
       

 
EXHIBIT 32.1

SECTION 906 CERTIFICATION
Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Tree Top Industries, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2010 (the “Report”) I, David Reichman, Chief Executive Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(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.
 

 
 /s/ David Reichman    Date:   May 14, 2010
 David Reichman, Chief Executive Officer    
     
 
 
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
 
EXHIBIT 32.2

SECTION 906 CERTIFICATION
Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Tree Top Industries, Inc. (the “Company”) on Form 10-Q for the period ending March 31, 2010 (the “Report”) I, David Reichman, Chief Financial Officer (Principal Financial/Accounting Officer) of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(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.
 
 /s/ David Reichman    Date:   May 14, 2010
 David Reichman, Chief Financial Officer    
     
 
 
This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.