UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): March 23, 2012
TREE TOP INDUSTRIES, INC.
(Exact name of Registrant as specified in
its charter)
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Nevada
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000-10210
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83-0250943
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(State or other jurisdiction of
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(Commission
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(IRS Employer
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incorporation)
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File Number)
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Identification No.)
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511 Sixth Avenue, Suite 800
New York, NY
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10011
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(775) 261-3728
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item: 1.02 Termination of a Material
Definitive Agreement
On March 23, 2012, Tree Top Industries,
Inc. (“Tree Top”) and Stemcom d/b/a Pipeline Nutrition (“Stemcom”) agreed to mutually disengage from their
previously executed binding term sheet agreement of March 1, 2012. The agreement was intended to facilitate the acquisition by
Tree Top of 100% of the units of Stemcom and their corresponding assets and liabilities. In exchange for the units, Stemcom was
to have been issued stock in GoHealth.MD, a subsidiary of Tree Top. Subsequent to the signing of the agreement, both parties decided
that the acquisition model described in the term sheet was not appropriate to the transaction both parties had envisioned.
Item: 10.1 Exhibit: Mutual Letter of Disengagement
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.
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TREE TOP INDUSTRIES, INC.
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Date: March 23, 2012
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By:
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/s/ David Reichman
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David Reichman, Chairman and CEO
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March 23, 2012
Mr. KC Quintana
Stemcom d/b/a Pipeline Nutrition
18606 Chemille Drive
Lutz, FL 3358
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Re:
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Agreement dated March 23, 2012
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By and between Tree Top Industries, Inc.,
and
Stemcom d/b/a Pipeline Nutrition
Termination of a Material Definitive
Agreement
On March 23, 2012, Tree Top Industries,
Inc. (“Tree Top”) and Stemcom d/b/a Pipeline Nutrition (“Stemcom”) agreed to mutually disengage from their
previously executed binding term sheet agreement of March 1, 2012. The agreement was intended to facilitate the acquisition by
Tree Top of 100% of the units of Stemcom and their corresponding assets and liabilities. In exchange for the units, Stemcom was
to have been issued stock in GoHealth.MD, a subsidiary of Tree Top. Subsequent to the signing of the agreement, both parties decided
that the acquisition model described in the term sheet was not appropriate to the transaction both parties had envisioned.
Agreed to on March 23, 2012
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Tree Top Industries, Inc.
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Stemcom d/b/a Pipeline Nutrition
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By:
/s/ David Reichman
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By:
KC Quintana
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David Reichman, Chairman & CEO
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KC Quintana, President
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