GLOBAL TECH INDUSTRIES GROUP, INC. - Quarter Report: 2010 September (Form 10-Q)

Unassociated Document

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 September 30, 2010

¨ 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 proceeding 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

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	¨		Accelerated filer	¨
Non-accelerated filer (Do not check if a smaller reporting company)	¨		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

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

As of September 30, 2010, the number of shares outstanding of the registrant’s class of common stock was 201,879,100.

TABLE OF CONTENTS

		Pages

PART I. FINANCIAL INFORMATION		3

Item 1.	Financial Statements	3

	Consolidated Balance Sheets at September 30, 2010 (Unaudited) and December 31, 2009	3

	Consolidated Statements of Operations for the Three and Nine Months ended September 30, 2010 (Unaudited) and 2009 (Unaudited)	4

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2010 (Unaudited) and 2009 (Unaudited)	6

	Notes to Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18

Item 4T.	Controls and Procedures	18

PART II OTHER INFORMATION		19

Item 1.	Legal Proceedings	19

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 3.	Defaults Upon Senior Securities	21

Item 4.	Submission of Matters to a Vote of Security Holders	21

Item 5.	Other Information	21

Item 6.	Exhibits	21

SIGNATURES		22

- 2 -

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TREE TOP INDUSTRIES, INC.

(A Development Stage Company)

Consolidated Balance Sheets

	September 30,			December 31,
	2010			2009
	(Unaudited)
ASSETS
CURRENT ASSETS

Cash	$	5,968		$	104,891
Employee advances		6,000			-
Loan advances		192,000			13,000

Total Current Assets		203,968			117,891

PROPERTY AND EQUIPMENT, NET		80,035			101,719

TOTAL ASSETS	$	284,003		$	219,610

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

CURRENT LIABILITIES

Accounts payable and accrued expenses	$	684,216		$	669,916
Accrued interest payable		91,141			66,175
Due to officers and directors		1,860,172			1,345,769
Notes payable		597,860			405,860

Total Current Liabilities		3,233,389			2,487,720

TOTAL LIABILITIES		3,233,389			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, 205,379,100 and 130,994,100 shares issued, 201,879,100 and 127,494,100 shares outstanding, respectively		201,879			127,494
Additional paid-in capital		93,689,457			68,876,380
Unearned ESOP Shares		(1,100,000	)		-
Deficit accumulated during the development stage		(95,740,722	)		(71,271,984	)

Total Stockholders' (Deficit)		(2,949,386	)		(2,268,110	)

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)	$	284,003		$	219,610

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

- 3 -

Tree Top Industries, Inc.

(A Development Stage Company)

Consolidated Statements of Operations

(unaudited)

													From Inception
	For the						For the						on August 1,
	Three Months Ended						Nine Months Ended						2007 through
	September 30,						September 30,						September 30,
	2010			2009			2010			2009			2010

REVENUES, net	$	-		$	-		$	-		$	-		$	2,967

COST OF SALES, net		-			-			-			-			-

GROSS PROFIT		-			-			-			-			2,967

OPERATING EXPENSES

General and administrative		174,583			102,661			329,480			272,964			5,024,612
Officer compensation		197,551			598,396			13,855,463			16,341,689			67,572,285
Impairment of assets		-			2,240,000			-			2,240,000			2,240,000
Professional fees		994,766			709,071			10,233,951			754,449			20,775,081
Depreciation		8,701			8,089			24,878			24,265			84,937

Total Operating Expenses		1,375,601			3,658,217			24,443,772			19,633,367			95,696,915

OPERATING LOSS		(1,375,601	)		(3,658,217	)		(24,443,772	)		(19,633,367	)		(95,693,948	)

OTHER INCOME (EXPENSES)

Interest income		-			-			-			-			9
Interest expense		(8,322	)		(4,642	)		(24,966	)		(9,795	)		(46,783	)

Total Other Income (Expenses)		(8,322	)		(4,642	)		(24,966	)		(9,795	)		(46,774	)

LOSS BEFORE INCOME TAXES		(1,383,923	)		(3,662,859	)		(24,468,738	)		(19,643,162	)		(95,740,722	)
INCOME TAX EXPENSE		-			-			-			-			-

NET LOSS	$	(1,383,923	)	$	(3,662,859	)	$	(24,468,738	)	$	(19,643,162	)	$	(95,740,722	)

BASIC LOSS PER SHARE	$	(0.01	)	$	(0.05	)	$	(0.17	)	$	(0.32	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		164,053,013			66,897,965			148,083,770			61,680,232

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

- 4 -

Tree Top Industries, Inc.

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

For the period August 1, 2007 (inception) through September 30, 2010

																	Deficit
																	Accumulated
											Additional			Unearned			During the
	Preferred Stock				Common Stock						Paid-In			ESOP			Development
	Shares		Amount		Shares			Amount			Capital			Shares			Stage			Total

Balance, August 1, 2007 (inception)		-	$	-		-		$	-		$	-		$			$	-		$	-

Issuance of founder shares at inception at $0.007 per share		-		-		68,000,000			68,000			432,000						-			500,000

Shares issued in recapitalization		-		-		987,791			988			(988	)					-			-

Stock options issued for services at $0.74 per share		-		-		-			-			1,494,298						-			1,494,298

Stock options issued for cash at $0.10 per share		-		-		-			-			200,000						-			200,000

Stock options issued for services at $0.85 per share		-		-		-			-			126,210						-			126,210

Exercise of stock options at $0.25 per share		-		-		500,000			500			124,500						-			125,000

Shares issued for services at $0.85 per share		-		-		2,590,000			2,590			2,198,910						-			2,201,500

Shares issued for services at $2.00 per share		-		-		250,000			250			499,750						-			500,000

Net loss for the year ended December 31, 2007		-		-		-			-			-						(5,657,322	)		(5,657,322	)

Balance, December 31, 2007		-		-		72,327,791			72,328			5,074,680			-			(5,657,322	)		(510,314	)

Fractional shares		-		-		609			-			-						-			-

Exercise of stock options at $0.25 per share		-		-		1,100,000			1,100			723,900						-			725,000

Common stock cancelled		-		-		(24,600,000	)		(24,600	)		24,600						-			-

Stock options granted for services		-		-		-			-			1,993,000						-			1,993,000

Exchange of Ludicrous, Inc. stock options for Tree Top stock options		-		-		-			-			932,779						-			932,779

Net loss for the year ended December 31, 2008		-		-		-			-			-						(4,140,809	)		(4,140,809	)

Balance, December 31, 2008		-		-		48,828,400			48,828			8,748,959			-			(9,798,131	)		(1,000,344	)

Stock options granted for services		-		-		-			-			18,933,587						-			18,933,587

Common stock issued for services		-		-		74,850,000			74,850			38,847,150						-			38,922,000

Common stock issued for acquisition of subsidiary		-		-		3,500,000			3,500			2,236,500						-			2,240,000

Common stock issued for cash		-		-		315,700			316			110,184						-			110,500

Net loss for the year ended December 31, 2009		-		-		-			-			-						(61,473,853	)		(61,473,853	)

Balance, December 31, 2009		-		-		127,494,100			127,494			68,876,380			-			(71,271,984	)		(2,268,110	)

Stock options granted for services		-		-		-			-			5,486,946						-			5,486,946

Re-pricing of stock options granted		-		-		-			-			6,477,766						-			6,477,766

Common stock issued for services		-		-		52,385,000			52,385			11,660,365						-			11,712,750

Common stock issued for rent						2,000,000			2,000			108,000									110,000

Common stock issued to trust for employee benefit plan (Unaudited)						20,000,000			20,000			1,080,000			(1,100,000	)					-
Net loss for the nine months ended September 30, 2010 (unaudited)		-		-		-			-			-						(24,468,738	)		(24,468,738	)

Balance, September 30, 2010 (unaudited)		-	$	-		201,879,100		$	201,879		$	93,689,457		$	(1,100,000	)	$	(95,740,722	)	$	(2,949,386	)

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

- 5 -

Tree Top Industries, Inc.

(A Development Stage Company)

Consolidated Statements of Cash Flows

(unaudited)

							From Inception
	For the						on August 1,
	Nine Months Ended						2007 through
	September 30,						September 30,
	2010			2009			2010

OPERATING ACTIVITIES

Net loss	$	(24,468,738	)	$	(19,643,162	)	$	(95,740,722	)
Adjustments to reconcile net loss to net used by operating activities:
Depreciation and amortization		24,878			24,265			84,937
Stock options granted for services rendered		11,964,712			7,030,188			35,444,586
Impairment of intangible assets		-			2,240,000			2,240,000
Common stock issued for services rendered		11,712,750			9,576,501			53,336,250
Common stock issued for rent		110,000			-			110,000
Changes in operating assets and liabilities
Decrease in prepaid expenses		-			5,164			-
Increase in employee advances		(6,000	)					(6,000	)
Increase in accounts payable and accrued expenses		331,093			199,066			1,883,067

Net Cash Used in Operating Activities		(331,305	)		(567,978	)		(2,647,882	)

INVESTING ACTIVITIES

Cash received in acquisition		-			-			44,303
Cash paid as loan advances		(179,000	)		-			(192,000	)
Cash paid for property and equipment		(3,194	)		-			(164,972	)

Net Cash Used in Investing Activities		(182,194	)		-			(312,669	)

FINANCING ACTIVITIES

Bank overdraft		-			(6,125	)		-
Cash received from issuance of common stock		-			-			1,660,500
Cash received from notes payable		192,000			154,678			484,860
Cash paid to related party loans		(125,966	)		-			(286,119	)
Cash received from related party loans		348,542			419,939			1,107,278

Net Cash Provided by Financing Activities		414,576			568,492			2,966,519

NET INCREASE (DECREASE) IN CASH		(98,923	)		514			5,968

CASH AT BEGINNING OF PERIOD		104,891			663			-

CASH AT END OF PERIOD	$	5,968		$	1,177		$	5,968

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

- 6 -

Tree Top Industries, Inc.

(A Development Stage Company)

Consolidated Statements of Cash Flows (Continued)

(unaudited)

					From Inception
	For the				on August 1,
	Nine Months Ended				2007 through
	September 30,				September 30,
	2010		2009		2010

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	)

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

- 7 -

TREE TOP INDUSTRIES, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 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 September 30, 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 September 30, 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 has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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 April 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-13, “Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades” (“ASU 2010-13”). ASU 2010-13 addresses the classification of a share-based payment award with an exercise price denominated in the currency of a market in which the underlying equity security trades. FASB Accounting Standards Codification (“ASC”) Topic 718 was amended to clarify that a share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trade shall not be considered to contain a market, performance or service condition. Therefore, such an award is not to be classified as a liability if it otherwise qualifies for equity classification. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010, with early application permitted. We do not anticipate that the adoption of this guidance will have a material impact on our financial position and results of operations.

- 8 -

TREE TOP INDUSTRIES, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 2010 and 2009

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (continued)

In February 2010, the FASB issued ASU No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements” (“ASU 2010-09”), which amends ASC Topic 855, “Subsequent Events.” The amendments to ASC Topic 855 do not change existing requirements to evaluate subsequent events, but: (i) defines a “SEC Filer,” which we are; (ii) removes the definition of a “Public Entity” and (iii) for SEC Filers, reverses the requirement to disclose the date through which subsequent events have been evaluated. ASU 2010-09 was effective for us upon issuance. This guidance did not have a material impact on our financial position and results of operations.

In January 2010, the FASB issued ASU No. 2010-06, “Improving Disclosures about Fair Value Measurements” (“ASU 2010-06”). ASU 2010-06 requires new disclosures for (i) transfers of assets and liabilities in and out of levels one and two fair value measurements, including a description of the reasons for such transfers and (ii) additional information in the reconciliation for fair value measurements using significant unobservable inputs (level three). This guidance also clarifies existing disclosure requirements including (i) the level of disaggregation used when providing fair value measurement disclosures for each class of assets and liabilities and (ii) the requirement to provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements for level two and three assets and liabilities. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about activity in the roll forward for level three fair value measurements, which is effective for fiscal years beginning after December 15, 2010. The adoption of this guidance has not had a material impact on our financial position and results of operations.

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.

NOTE 4 - RELATED PARTY TRANSACTIONS

The balance due to related parties as of September 30, 2010 of $1,860,172 consisted of advances, payables and accrued wages to David Reichman, the Company’s CEO of $1,812,672 and accrued wages to Kathy Griffin, the Company’s President of $47,500. As of December 31, 2009, the related party balance of $1,345,769 consisted of advances, payables and accrued wages. During the nine month period ended September 30, 2010 Mr. Reichman advanced the company $348,542 and was repaid $125,966.

NOTE 5 - FIXED ASSETS

Depreciation expense was $24,878 and $24,265 during the nine months ended September 30, 2010 and 2009, respectively.

- 9 -

TREE TOP INDUSTRIES, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 2010 and 2009

Fixed assets consist of the following:

	September 30, 2010			December 31, 2009
Computer equipment	$	126,278		$	126,278
Office equipment		25,794			22,600
Telephone equipment		12,900			12,900
		164,972			161,778
Accumulated Depreciation		(84,937	)		(60,059	)
	$	80,035		$	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 that have passed are currently in default with the remaining two notes due on demand and thus all notes are classified as current liabilities. The new note entered into during the nine months ended September 30, 2010 consists of advances from Highest Star Investments Inc. 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 September 30, 2010, notes payable amounted to $597,860.

At September 30, 2010 and December 31, 2009, accrued interest on the notes was $91,141 and $66,175, respectively. Interest expense on the notes amounted to $24,966 and $9,795 for the nine months ended September 30, 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 September 30, 2010 and December 31, 2009, 205,379,100 and 130,994,100 shares of common stock are issued and 201,879,100 and 127,494,100 shares are outstanding, respectively. The Company has issued 3,500,000 shares that are held in escrow that are not outstanding as of September 30, 2010. There were no shares of preferred stock issued and outstanding.

B) PREFERRED STOCK

The stockholders voted to authorize 50,000 shares of 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.

C) ISSUANCES OF COMMON STOCK

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.

- 10 -

TREE TOP INDUSTRIES, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 2010 and 2009

NOTE 7 - STOCKHOLDERS' DEFICIT (CONTINUED)

C) ISSUANCES OF COMMON STOCK (CONTINUED)

On April 21, 2010, the Board of Directors authorized the issuance of 12,500,000 shares of common stock to officers and directors, valued at $4,125,000, for services rendered to the Company.

On April 25, 2010, the Board of Directors authorized the issuance of 16,000,000 shares of common stock to officers and consultants, valued at $5,280,000, for services rendered to the Company.

On May 6, 2010, the Company issued 385,000 shares of common stock to consultants, valued at $57,750, for services rendered to the Company.

On May 20, 2010, the Company issued 5,000,000 shares of common stock to a consultant, valued at $1,000,000, for services rendered to the Company.

On September 26, 2010, the Company issued 18,000,000 shares of common stock to consultants and educational institutions for services rendered to the Company; 2,000,000 shares of common stock to PB Trust for the use of their residence by the President; and 20,000,000 shares of common stock to TTI PP Trust for the employee benefit plan (Unearned ESOP Shares). The total 40,000,000 shares of common stock were valued at $2,200,000.

D)	STOCK WARRANTS AND OPTIONS

On April 21, 2010, the Company granted to 5 individuals, the officers and board members, nonqualified stock options to purchase up to 2,500,000 shares of the Company’s common stock each or 12,500,000 shares in total, exercisable at a price of $0.26 per share. Options to purchase the Option Shares were exercisable immediately. All outstanding and unexercised options shall expire on April 21, 2020.

On April 25, 2010, the Company granted to 2 officers nonqualified stock options to purchase up to 5,000,000 and 10,000,000 shares of the Company’s common stock, respectively, or 15,000,000 shares in total, exercisable at a price of $0.26 per share. Options to purchase the Option Shares were exercisable immediately. All outstanding and unexercised options shall expire on April 25, 2020.

On May 25, 2010, the Board authorized the re-pricing of all stock options issued since 2007. This re-pricing changed the exercise price only, all other terms to the options remained the same. The re-pricing allows all option holders as of May 25, 2010 to exercise options at a price of $.20 per share.

The fair value of 27,500,000 options granted during the 2nd quarter totaled $5,486,946, and the fair value of the re-pricing of all other options (32,498,000 options) totaled $6,477,766. The values have been estimated on the date of re-pricing using the Black-Scholes pricing model, using the following assumptions:


Risk Free Interest Rate	3.18	%
Dividend Yield	0.00	%
Volatility	190	%
Average Expected Term (Years to Exercise)	10

- 11 -

TREE TOP INDUSTRIES, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 2010 and 2009

NOTE 7 - STOCKHOLDERS' DEFICIT (CONTINUED)

D) STOCK WARRANTS AND OPTIONS (CONTINUED)

A summary of the status of options granted as of September 30, 2010 is as follows:

	For The Period Ended September 30, 2010
	Shares		Weighted Average Exercise Price
Outstanding and exercisable at January 1, 2009		1,000,000	$	0.20
Granted		31,498,000		0.20
Exercised		-		-
Forfeited		-		-
Expired		-		-
Outstanding and exercisable at December 31, 2009		32,498,000	$	0.20
Granted		27,500,000		0.20
Exercised		-		-
Forfeited		-		-
Expired		-		-
Outstanding and exercisable at September 30, 2010		59,998,000	$	0.20

A summary of the status of options outstanding as of September 30, 2010, is presented below:

		Options Outstanding						Options Exercisable
Range of Exercise prices		Number Outstanding		Weighted Average Remaining Life (Years)		Weighted Average Exercise Price		Number exercisable		Weighted Average Exercise Price
$	0.20		59,998,000		8.75	$	0.20		59,998,000	$	0.20

The aggregate intrinsic value of stock options outstanding and exercisable as of September 30, 2010, totaled $0. The weighted average grant date fair value of options granted during the nine months ended September 30, 2010, was $0.20. The fair value of options vested during the nine month period ended September 30, 2010, totaled $5,486,946, with the recognized expense for the nine month period for vested and repriced options that vested in prior years totaling $11,946,712.

During the nine months ended September 30, 2010, the Company did not issue any stock warrants.

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TREE TOP INDUSTRIES, INC.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

September 30, 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 September 30, 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 except as follows:

On November 8, 2010, the Company signed a letter of intent to purchase a 50% interest in Jewelry Repair Enterprises, Inc., a private corporation which franchises approximately 160 jewelry repair stores and kiosks throughout the United States, Canada, the United Kingdom and Ireland.

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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

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;

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(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.

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, 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 has received one competitive bid for the cost and timeframe of the actual build-out of one of the waste destruction units. TTI is seeking other completive bids and intends to look overseas for other possible partners in this venture.

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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”). NetThruster was formed to be a provider of high-performance content delivery network services. Recently, TTI management revisited the content delivery industry, as well as the business segments associated with internet communication, information and entertainment, looking for possible synergies with NetThruster and/or possible acquisitions targets. Management is taking a cautious approach due to the fact that recent industry developments, competition and cost of bandwidth represent possible barriers to entry.

GoHealthMD, Inc. (“GoHealthMd”), a Delaware corporation and wholly subsidiary of TTI, has formed a new corporation, Eye Care Centers International, Inc., to focus on new, emerging technologies for eye care and general eye health, the early detection and prevention of childhood blindness and the prevention of specific eye diseases. TTI will attempt to partner with other companies and to deliver products and services related to eye care and eye health to the developing world, where it may otherwise be unavailable.

TTI was previously known as GoHealth.MD, Inc. (“GoHealthMd”). GoHealthMd was incorporated in Nevada in May 2000 by acquiring Nugget Exploration, already a Nevada corporation. GoHealthMD was a web based resource provider for certain alternative health-care oriented professionals. In January 2002, GoHealth.MD, Inc. ceased these operations but continued to exist as TTI.

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 September 30, 2010 and for the nine months then ended.

Results of Operations for the Three Months Ended September 30, 2010 Compared to Three Months Ended September 30, 2009

We had no revenues in the three months ended September 30, 2010 and 2009. Our operating expenses decreased from $3,658,217 to $1,375,601 during these periods. The decrease is primarily due to the impairment of assets. In the three months ended September 30, 2009 the Company impaired in full the investment made in technology of $2,240,000 in 2009 but $0 in the same period ended 2010. Our net loss was $1,383,923 in the three months ended September 30, 2010 as compared to a net loss of $3,662,859 in the same period of 2009. Excluding non cash expenses our net loss would have been $283,923 and $309,463 in 2010 and 2009, respectively.

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Results of Operations for the Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009

We had no revenues in the nine months ended September 30, 2010 and 2009. Our operating expenses increased from $19,633,367 to $24,443,772 during these periods. The increase is primarily due to the stock and option issuances for professional fees and officer compensation. In the nine months ended September 30, 2009 the Company issued a total of $754,449 in common stock and stock options to consultants as compared to $10,233,951 in the same period ended 2010. Our net loss was $24,468,738 in the nine months ended September 30, 2010 as compared to a net loss of $19,643,162 in the same period of 2009. Excluding non cash expenses our net loss would have been $681,276 and $3,036,473 in 2010 and 2009, respectively.

Liquidity and Capital Resources

The Company's cash position was $5,968 at September 30, 2010 compared to $104,891 at December 31, 2009. As of September 30, 2010, the Company had current assets of $203,968 and current liabilities of $3,233,389 compared to $117,891 and $2,487,720 respectively as of December 31, 2009. This resulted in a working capital deficit of $3,029,421 at September 30, 2010 and $2,369,829 at December 31, 2009.

Net cash used in operating activities amounted to $331,305 for the nine month periods ended September 30, 2010, as compared to $567,978 of net cash used in operations for the nine months period ended September 30, 2009. Net cash used in operating activities decreased by approximately $236,000.

Net cash used in investing activities amounted to $182,194 and $0 for the nine months ended September 30, 2010 and 2009, respectively. Advances totaling $179,000 were made to GeoGreen Biofuels, Inc pursuant to the loan agreement entered into during January of 2010.

Net cash provided by financing activities amounted to $414,576 and $568,492 for the nine months ended September 30, 2010 and 2009, respectively. The decrease from 2009 to 2010 resulted primarily from the repayment made to related party loans.

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.

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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 September 30, 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. The Company’s controls are not effective due to a lack of the segregation of duties. The Company lacks the appropriate personnel to handle all the varying recording and reporting tasks on a timely basis. This material weakness was discovered in the first quarter of 2009 when the Company was informed by the SEC that its acquisition of Ludicrous, Inc. on October 19, 2007 should have been accounted for as a “reverse merger”, rather than an acquisition. The Company plans to address these material weaknesses as resources become available by hiring additional professional staff, such as a Chief Financial Officer, as funding becomes available, outsourcing certain aspects of the recording and reporting functions, and separating responsibilities. The Company believes that it would require approximately $250,000 per year in available funds in order to retain the qualified personnel required for effective disclosure controls and procedures.

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;

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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

¨	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 September 30, 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.

PART II OTHER INFORMATION

Item 1. Legal Proceedings

TTI 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. 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.

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In addition, this same shareholder filed a third party cross complaint against TTI and one of its officers, in Los Angeles Superior Court. On May 25, 2010, the third party litigation case brought by Dr. Steven Hoefflin against TTI, and one of its officers, in LA Superior Court, index No .BC 392424, and was dismissed with prejudice.

Item 1A.-Risk Factors

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

The following shares of common stock were issued during the nine month ended September 30, 2010 without registration:

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.

On April 21, 2010, the Board of Directors authorized the issuance of 12,500,000 shares of common stock to officers and directors, valued at $4,125,000, for services rendered to the Company.

On April 25, 2010, the Board of Directors authorized the issuance of 16,000,000 shares of common stock to officers and consultants, valued at $5,280,000, for services rendered to the Company.

On May 6, 2010, the Company issued 385,000 shares of common stock to consultants, valued at $57,750, for services rendered to the Company.

On May 20, 2010, the Company issued 5,000,000 shares of common stock to a consultant, valued at $1,000,000, for services rendered to the Company.

The following stock options were also issued during the nine months ended September 30, 2010 without registration:

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Item 3. Defaults Upon Senior Securities

The Company has the following note payable obligations in default:

Note payable to Facts and Comparisons due September 1, 2002, with interest accrued at 6% per annum, unsecured, in settlement of a trade payable; unpaid to date and in default	$	18,000

Note payable to Luckysurf.com due September 12, 2002 with interest accrued at 6% per annum, unsecured, in settlement of a trade payable; unpaid to date and in default		30,000

Note payable to Michael Marks (a shareholder) due August 31, 2000 with interest accrued at 5% per annum, unsecured; unpaid to date and in default		25,000

Note payable to Steven Goldberg (a former consultant) due July 10, 2002, unsecured with interest of 7% accrued if unpaid at due date, in settlement of liability; unpaid to date and in default		40,000

Totals	$	113,000

None of these notes have been paid, and management has indicated that no demand for payment for any of these notes has been received by the Company. However, the Company received a notice of motion from Luckysurf.com dated October 22, 2002, seeking entry of a judgment for $30,000. No further information or action has been received by the Company relating to this note.

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 Incorporation1
3.2		By-Laws2
21.1		Subsidiaries of the Registrant
31.1		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

(1)

Filed November 13, 2009, as an exhibit to a Form 10 –Q and incorporated herein by reference.

(2)

Filed July 19, 2010, as an exhibit to a Form 10-K/A and incorporated herein by reference.

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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.

Dated: November 12, 2010	TREE TOP INDUSTRIES, INC.

	By:	\s\ David Reichman
		David Reichman, Chairman of the Board, Chief Executive Officer, Chief Financial Officer and Principal Accounting 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: November 12, 2010
	David Reichman, Chairman of the Board, Chief
	Executive Officer, Chief Financial Officer
	and Principal Accounting Officer

By:	/s/ Kathy M. Griffin	Dated: November 12, 2010
	Kathy M. Griffin, Director, President

By:	\s\ Frank Benintendo	Dated: November 12, 2010
	Frank Benintendo, Director & Secretary

By:	\s\ Donald Gilbert, Phd.	Dated: November 12, 2010
	Donald Gilbert, Director & Treasurer

By:	\s\ Robert Hantman	Dated: November 12, 2010
	Robert Hantman, Director

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