SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 2012
TREE TOP INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
|(State or other jurisdiction of||(Commission||(IRS Employer|
|incorporation)||File Number)||Identification No.)|
511 Sixth Avenue, Suite 800
New York, NY
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (775) 261-3728
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
|£||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|£||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|£||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|£||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Item 1.01 Entry into a Material Definitive Agreement.
On March 1, 2012, Tree Top Industries, Inc. (“Tree Top”), entered into a binding term agreement (the “Agreement”) with Stemcom, LLC d/b/a Pipeline Nutrition (“Pipeline”). Under the terms of the Agreement, Tree Top will acquire 100% of Stemcom, LLC. Stemcom will receive convertible preferred stock of GoHealthMD, Inc. (“GoHealthMD”) which will be convertible after one year and one day from the closing of the transactions contemplated in the Agreement into either (i) a minimum of 51% of the common stock of a subsidiary of GoHealthMD to be formed or (ii) a certain number of shares of common stock of Tree Top. The securities to be received upon conversion of the convertible preferred stock shall be at the discretion of the holder of the convertible preferred stock. The conversion rate under (ii) above will be determined on the date of conversion. Tree Top anticipates closing on the transactions contemplated in the Agreement in approximately thirty days from the date of the Agreement.
Prior to the date of the Agreement, Stemcom had no interaction, other than the negotiation of the Agreement, with Tree Top.
Tree Top Industries, Inc. (TTII:OTCQB), (TTII:OTCBB) is a publicly traded, bulletin board company whose subsidiaries hold patents and intellectual properties in bioscience, clean-tech, and global health technologies. Tree Top, because it is a publicly traded reporting company and a PCAOB audited company, may provide a platform for successful capital raise, management expertise, structure, transparency, and growth potential to potential acquisition candidates. Tree Top can also deliver the means, through incubation, for private companies to become public entities in good standing. Tree Top is in the development stage, actively acquiring companies and technologies using several different business paradigms, including exchange of stock, joint venture, and other partnership configurations.
Stemcom formulates, manufactures and distributes performance supplements under the trade name Pipeline Nutrition. Pipeline Nutrition’s products are all natural and full dose. The compounds used to formulate Pipeline’s products are at the same dosing level as those tested in double blind placebo-controlled human research, which is a test used to prove effectiveness. Pipeline Nutrition formulates products in conjunction with the human performance lab at Rutgers University, and is privy to breaking compound research. Pipeline products are manufactured in accordance with all applicable federal regulations, as well as current Good Manufacturing Practices (GMPs) standards set by the Natural Products Association (NPA). All Pipeline Nutrition’s products are compliant to FTC and NAD standards.
Item 9.01 Financial Statements and Exhibits.
|10.1||Term Agreement, between Tree Top Industries, Inc. and Stemcom, LLC d/b/a Pipeline Nutrition, dated March 1, 2012.|
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.|
|Date: March 5, 2012||By:||/s/ David Reichman|
|David Reichman, Chairman & CEO|
TERM SHEET AGREEMENT
Dated March 1, 2012
TREE TOP INDUSTRIES, INC.
A corporation duly formed in the State of Nevada,
through its wholly owned subsidiary
GoHealth.MD, Inc., a Delaware corporation
1- Stemcom, LLC d/b/a Pipeline Nutrition
THIS TERM SHEET AGREEMENT (the “Agreement”) , dated as of March 1, 2012 is between, GoHealth.MD, Inc. (“GoHealth”), a wholly owned subsidiary of Tree Top Industries, Inc. (“Tree Top”), both having offices at 511 Sixth Avenue, Suite 800, New York, NY 10011, and Stemcom, LLC d/b/a/Pipeline Nutrition, (“Stemcom”) a limited liability company with offices at 18606 Chemille Drive, Lutz, FL 33558. This Agreement is subject to the review and approval of Tree Top’s board of directors, GoHealth’s board of directors, and the review and approval of Stemcom’s officers and/or partners, which are KC Quintana and Mike King.
|A.||GoHealth acquires 100%of all units of Stemcom whose corresponding assets and liabilities are listed in exhibit A and B attached hereto, and which has been audited within thirty days prior to closing by a PCAOB auditor, which is acceptable to Tree Top’s current auditor.|
|B.||In exchange for the units, Stemcom is issued GoHealth convertible stock, with two provisions, either of which is exercisable after one year and one day:|
|1.||Convert into outstanding common stock of GoHealth, based on the capital transfer and operations costs for its operations, and in any case not lower than 51% of outstanding GoHealth stock, and anytime thereafter elect to spin-out into a publicly traded company. Tree Top would subsequently be released of its obligations to raise capital for GoHealth under this agreement.|
|2.||Convert into Tree Top common stock at an agreed value, said valuation of Tree Top and Stemcom to be determined one day before the effective date of the conversion, by Mike King of Princeton Research, KC Quintana of Stemcom and Kathy Griffin of Tree Top Industries, Inc., unless all agree to hire an independent appraiser.|
|C.||Stemcom will elect two members to the board of directors of GoHealth and Tree Top will elect one member. Stemcom will elect one member to the Tree Top board of directors.|
|D.||Prior to the acquisition, Stemcom will submit a two year business plan to be reviewed and approved by the board of directors of GoHealth and then by the board of directors of Tree Top.|
|E.||Tree Top and/or GoHealth will raise $500,000 +/- for the purpose of executing the approved business plan.|
|F.||Tree Top and/or GoHealth will execute a secondary capital raise of approximately $1,000,000 - $2,000,000, based on Stemcom’s operating performance, and Tree Top’s board of directors’ approval, if appropriate.|
|G.||While Tree Top owns 50% of the issued and outstanding stock of Stemcom and/or GoHealth, Stemcom and/or GoHealth will be prohibited from issuing new stock other than that required for the two raises (terms E and F above), which are to be at a reasonably agreed upon valuation.|
|H.||Each issuance can be accompanied by an option pool for performance by officers and employees, which shall be no greater than 10%of Stemcom’s post-raise valuation. (subject to review by counsel, ERISA, SEC rules and regulations, and Tree Top board of directors)|
|I.||Tree Top retains a material portion (20%) of all raises to operate Tree Top, which includes costs of raising capital, and other fees, such as legal, accounting, commissions, printing, filing, etc. as well as costs associated with operating a public company.|
|J.||After such spin-out, Tree Top shall maintain an ownership position in Stemcom and/or GoHealth, based on the capital transfer and operation costs for its operations, not to exceed 49% nor be less than 10% of GoHealth voting stock.|
|K.||GoHealth executives will be entitled to Tree Top executive compensation plan, based on contribution to Tree Top value.|
|STEMCOM NUTRITION, LLC||TREE TOP INDUSTRIES, INC.|
|d/b/a Pipeline Nutrition|
|By: /s/ KC Quintana||By: /s/ David Reichman|
|KC Quintana, President||David Reichman, Chairman & CEO|
|By: /s/ KC Quintana|
|By: /s/ Mike King|
LIST OF ASSETS AND LIABILITIES OF STEMCOM NUTRITION
EXHIBIT B FOR BUSINESS PLAN
EXHIBIT C FOR INVENTORY
EXHIBIT D 3 YEAR P & L
OTHER EXHIBITS AS NECESSARY