Attached files
| file | filename |
|---|---|
| EX-32.1 - EXHIBIT 32.1 - GLOBAL TECH INDUSTRIES GROUP, INC. | ttii10q0310_321.htm |
| EX-31.2 - EXHIBIT 31.2 - GLOBAL TECH INDUSTRIES GROUP, INC. | ttii10q0310_312.htm |
| EX-32.2 - EXHIBIT 32.2 - GLOBAL TECH INDUSTRIES GROUP, INC. | ttii10q0310_322.htm |
| EX-10.1 - EXHIBIT 10.1 - GLOBAL TECH INDUSTRIES GROUP, INC. | ttii10q0310_991.htm |
| EX-31.1 - EXHIBIT 31.1 - GLOBAL TECH INDUSTRIES GROUP, INC. | ttii10q0310_311.htm |
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 |
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TREE TOP INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
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NEVADA
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83-0250943
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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511 Sixth Avenue, Suite 800,
New York, NY 10011
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(Address of principal executive offices) (Zip Code)
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(775) 261-3728
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Registrant's telephone number, including area code
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(Former name, former address and former fiscal year, if changed since last report)
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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.
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Yes
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o
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No
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x
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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).
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
(Do not check if a smaller reporting company)
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o
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Smaller reporting company
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x
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Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes
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o
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No
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x
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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
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ASSETS
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March 31,
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December 31,
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|||||||
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2010
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2009
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CURRENT ASSETS
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(Unaudited)
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Cash
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$ | 21,966 | $ | 104,891 | ||||
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Prepaid expenses
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153,111 | - | ||||||
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Loan advances
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192,000 | 13,000 | ||||||
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Total Current Assets
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367,077 | 117,891 | ||||||
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PROPERTY AND EQUIPMENT, NET
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93,631 | 101,719 | ||||||
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TOTAL ASSETS
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$ | 460,708 | $ | 219,610 | ||||
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LIABILITIES AND STOCKHOLDERS' (DEFICIT)
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CURRENT LIABILITIES
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Accounts payable and accrued expenses
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$ | 677,597 | $ | 669,916 | ||||
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Accrued interest payable
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74,497 | 66,175 | ||||||
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Due to officers and directors
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1,533,864 | 1,345,769 | ||||||
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Notes payable
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597,860 | 405,860 | ||||||
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Total Current Liabilities
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2,883,818 | 2,487,720 | ||||||
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TOTAL LIABILITIES
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2,883,818 | 2,487,720 | ||||||
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STOCKHOLDERS' (DEFICIT)
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Preferred stock, $0.001 par value, 50,000 shares authorized,
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-0- shares issued and outstanding
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- | - | ||||||
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Common stock, $0.001 par value, 350,000,000
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shares authorized, 131,494,100 and 130,994,100
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shares issued, 127,994,100 and 127,494,100
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shares outstanding, respectively
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127,994 | 127,494 | ||||||
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Additional paid-in capital
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69,135,880 | 68,876,380 | ||||||
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Deficit accumulated during the development stage
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(71,686,984 | ) | (71,271,984 | ) | ||||
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Total Stockholders' (Deficit)
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(2,423,110 | ) | (2,268,110 | ) | ||||
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TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)
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$ | 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)
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From Inception
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For the
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on August 1,
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Three Months Ended
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2007 through
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March 31,
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March 31,
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2010
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2009
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2010
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REVENUES, net
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$ | - | $ | - | $ | 2,967 | ||||||
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COST OF SALES, net
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- | - | - | |||||||||
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GROSS PROFIT
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- | - | 2,967 | |||||||||
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OPERATING EXPENSES
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General and administrative
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98,719 | 224,629 | 4,793,851 | |||||||||
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Officer compensation
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156,875 | 250,991 | 53,873,697 | |||||||||
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Impairment of assets
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- | - | 2,240,000 | |||||||||
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Professional fees
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142,996 | 749,905 | 10,684,126 | |||||||||
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Depreciation
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8,088 | 4,185 | 68,147 | |||||||||
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Total Operating Expenses
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406,678 | 1,229,710 | 71,659,821 | |||||||||
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OPERATING LOSS
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(406,678 | ) | (1,229,710 | ) | (71,656,854 | ) | ||||||
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OTHER INCOME (EXPENSES)
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Interest income
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- | - | 9 | |||||||||
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Interest expense
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(8,322 | ) | (2,076 | ) | (30,139 | ) | ||||||
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Total Other Income (Expenses)
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(8,322 | ) | (2,076 | ) | (30,130 | ) | ||||||
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LOSS BEFORE INCOME TAXES
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(415,000 | ) | (1,231,786 | ) | (71,686,984 | ) | ||||||
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INCOME TAX EXPENSE
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- | - | - | |||||||||
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NET LOSS
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$ | (415,000 | ) | $ | (1,231,786 | ) | $ | (71,686,984 | ) | |||
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BASIC AND DILUTED LOSS PER SHARE
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$ | (0.00 | ) | $ | (0.02 | ) | ||||||
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WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
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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 | ||||||||||||
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For the
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on August 1,
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|||||||||||
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Three Months Ended
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2007 through
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March 31,
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March 31,
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2010
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2009
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2010
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OPERATING ACTIVITIES
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| Net loss | $ | (415,000 | ) | $ | (1,231,786 | ) | $ | (71,686,984 | ) | |||
| Adjustments to reconcile net loss to net used by operating activities: | ||||||||||||
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Depreciation and amortization
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8,088 | 4,185 | 68,147 | |||||||||
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Stock options granted for services rendered
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- | 923,963 | 23,479,874 | |||||||||
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Impairment of intangible assets
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- | - | 2,240,000 | |||||||||
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Common stock issued for services rendered
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106,889 | - | 41,730,389 | |||||||||
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Changes in operating assets and liabilities
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(Increase) decrease in prepaid expenses
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- | (28,248 | ) | - | ||||||||
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Increase (decrease) in accounts payable and accrued expenses
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27,478 | 71,451 | 922,866 | |||||||||
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Net Cash Used in Operating Activities
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(272,545 | ) | (260,435 | ) | (3,245,708 | ) | ||||||
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INVESTING ACTIVITIES
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Cash received in acquisition
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- | - | 44,303 | |||||||||
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Cash paid as loan advances
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(179,000 | ) | - | (192,000 | ) | |||||||
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Cash paid for property and equipment
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- | (17,977 | ) | (161,778 | ) | |||||||
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Net Cash Used in Investing Activities
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(179,000 | ) | (17,977 | ) | (309,475 | ) | ||||||
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FINANCING ACTIVITIES
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Cash received from issuance of common stock
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- | 725,000 | 1,660,500 | |||||||||
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Cash received from notes payable
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192,000 | - | 484,860 | |||||||||
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Cash paid to related party loans
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(53,330 | ) | (193,365 | ) | (213,483 | ) | ||||||
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Cash received from related party loans
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229,950 | 38,120 | 1,645,272 | |||||||||
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Net Cash Provided by Financing Activities
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368,620 | 569,755 | 3,577,149 | |||||||||
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NET INCREASE (DECREASE) IN CASH
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(82,925 | ) | 291,343 | 21,966 | ||||||||
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CASH AT BEGINNING OF PERIOD
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104,891 | 435,858 | - | |||||||||
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CASH AT END OF PERIOD
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$ | 21,966 | $ | 727,201 | $ | 21,966 | ||||||
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
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CASH PAID FOR:
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Interest
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$ | - | $ | - | $ | - | ||||||
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Income Taxes
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- | - | - | |||||||||
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NON-CASH INVESTING AND FINANCING ACTIVITIES
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Common stock issued for acquisition of subsidiary
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$ | - | $ | - | $ | 2,240,000 | ||||||
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Common stock cancelled
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- | - | (24,600 | ) | ||||||||
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Common stock issued for services
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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 $4,185 during the three months ended March 31, 2010 and 2009, respectively.
Fixed assets consist of the following:
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March 31, 2010
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December 31, 2009
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|||||||
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Computer equipment
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$ | 126,278 | $ | 126,278 | ||||
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Office equipment
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22,600 | 22,600 | ||||||
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Telephone equipment
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12,900 | 12,900 | ||||||
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161,778 | 161,778 | ||||||
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Accumulated Depreciation
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(68,147 | ) | (60,059 | ) | ||||
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$ | 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.
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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:
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statements concerning the potential benefits that Tree Top Industries, Inc. ("TTI" or the "Company") may experience from its business activities and certain transactions it contemplates or has completed; and
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statements of TTI's expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. These statements may be made expressly in this Form 10-Q. You can find many of these statements by looking for words such as "believes," "expects," "anticipates," "estimates," "opines," or similar expressions used in this Form 10-Q. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause TTI's actual results to be materially different from any future results expressed or implied by TTI in those statements. The most important facts that could prevent TTI from achieving its stated goals include, but are not limited to, the following:
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(a) volatility or decline of TTI's stock price;
(b) potential fluctuation of quarterly results;
(c) failure of TTI to earn revenues or profits;
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(d) inadequate capital to continue or expand its business, and inability to raise additional capital or financing to implement its business plans;
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(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;
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(h) litigation with or legal claims and allegations by outside parties against TTI, including but not limited to challenges to TTI's intellectual property rights;
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(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 13th, 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:
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pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;
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provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and
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provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements.
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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.
Not Applicable.
Not Applicable
Item 6. Exhibits
(a) Exhibits
| EXHIBIT NO. | DESCRIPTION | |
| 3.1 | Amended and Restated Articles of Incorporation | |
| 10.1 | APC Final Agreement | |
| 31.1 |
Section 302 Certification of Chief Executive Officer
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| 31.2 |
Section 302 Certification of Chief Financial Officer
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| 32.1 |
Section 906 Certification of Chief Executive Officer
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| 32.2 |
Section 906 Certification of Chief Financial Officer
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(b)
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The following is a list of Current Reports on Form 8-K filed by the Company during and subsequent to the quarter for which this report is filed.
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Form 8 –K filed on October 19th, 2009 related to the completion of the acquisition of BAT
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SIGNATURES
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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. | |||
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Dated: May 14, 2010
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By:
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/s/ David Reichman | |
| David Reichman, Chief Executive Officer | |||
| and Chairman (Principal Executive Officer) | |||
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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