GLOBAL TECH INDUSTRIES GROUP, INC. - Quarter Report: 2010 June (Form 10-Q)
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 June 30, 2010
or
o TRANSITION REPORT UNDER
SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
Transition period from _______________ to ______________
Commission
File Number:
|
000-10210
|
TREE
TOP INDUSTRIES, INC.
|
|
(Exact
name of registrant as specified in its charter)
|
|
NEVADA
|
83-0250943
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
511
Sixth Avenue, Suite 800,
New
York, NY 10011
|
|
(Address
of principal executive offices) (Zip Code)
|
|
(775)
261-3728
|
|
Registrant's
telephone number, including area code
|
|
(Former
name, former address and former fiscal year, if changed since last
report)
|
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes
|
¨
|
No
|
x
|
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
One).
Large
accelerated filer
|
¨
|
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
|
¨
|
No
|
x
|
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock
as of the latest practicable date.
As of
June 30, 2010, the number of shares outstanding of the registrant’s class of
common stock was 161,879,100.
TABLE
OF CONTENTS
Pages
|
||
PART I. FINANCIAL
INFORMATION
|
2
|
|
Item
1.
|
Financial
Statements
|
2
|
Consolidated
Balance Sheets at June 30, 2010 (Unaudited) and December 31,
2009(Audited)
|
2
|
|
Consolidated
Statements of Operations for the Three and Six Months ended June 30, 2010
(Unaudited) and 2009 (Unaudited)
|
3
|
|
Consolidated
Statements of Cash Flows for the Six Months Ended June 30, 2010
(Unaudited) and 2009 (Unaudited)
|
4
|
|
Notes
to Consolidated Financial Statements
|
6
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
14
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
17
|
Item
4T.
|
Controls
and Procedures
|
17
|
PART II OTHER
INFORMATION
|
19
|
|
Item
1.
|
Legal
Proceedings
|
19
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
19
|
Item
3.
|
Defaults
Upon Senior Securities
|
20
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
21
|
Item
5.
|
Other
Information
|
21
|
Item
6.
|
Exhibits
|
21
|
SIGNATURES
|
22
|
PART
I. FINANCIAL
INFORMATION
Item
1. Financial Statements
TREE
TOP INDUSTRIES, INC.
(A
Development Stage Company)
Consolidated
Balance Sheets
June 30,
|
December 31,
|
|||||||
2010
|
2009
|
|||||||
(Unaudited)
|
||||||||
ASSETS
|
||||||||
CURRENT
ASSETS
|
||||||||
Cash
|
$ | 1,530 | $ | 104,891 | ||||
Employee
advances
|
6,000 | - | ||||||
Loan
advances
|
192,000 | 13,000 | ||||||
Total
Current Assets
|
199,530 | 117,891 | ||||||
PROPERTY
AND EQUIPMENT, NET
|
85,542 | 101,719 | ||||||
TOTAL
ASSETS
|
$ | 285,072 | $ | 219,610 | ||||
LIABILITIES AND STOCKHOLDERS'
(DEFICIT)
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Accounts
payable and accrued expenses
|
$ | 671,631 | $ | 669,916 | ||||
Accrued
interest payable
|
82,819 | 66,175 | ||||||
Due
to officers and directors
|
1,598,225 | 1,345,769 | ||||||
Notes
payable
|
597,860 | 405,860 | ||||||
Total
Current Liabilities
|
2,950,535 | 2,487,720 | ||||||
TOTAL
LIABILITIES
|
2,950,535 | 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, 165,379,100 and
130,994,100 shares issued, 161,879,100 and 127,494,100 shares outstanding,
respectively
|
161,879 | 127,494 | ||||||
Additional
paid-in capital
|
91,529,457 | 68,876,380 | ||||||
Deficit
accumulated during the development stage
|
(94,356,799 | ) | (71,271,984 | ) | ||||
Total
Stockholders' (Deficit)
|
(2,665,463 | ) | (2,268,110 | ) | ||||
TOTAL
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
|
$ | 285,072 | $ | 219,610 |
The
accompanying notes are an integral part of these condensed financial
statements.
- 2
-
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
|
Six Months Ended
|
2007 through
|
||||||||||||||||||
June 30,
|
June 30,
|
June 30,
|
||||||||||||||||||
2010
|
2009
|
2010
|
2009
|
2010
|
||||||||||||||||
REVENUES,
net
|
$ | - | $ | - | $ | - | $ | - | $ | 2,967 | ||||||||||
COST
OF SALES, net
|
- | - | - | - | - | |||||||||||||||
GROSS
PROFIT
|
- | - | - | - | 2,967 | |||||||||||||||
OPERATING
EXPENSES
|
||||||||||||||||||||
General
and administrative
|
67,653 | 104,720 | 154,897 | 170,302 | 4,850,029 | |||||||||||||||
Officer
compensation
|
13,501,037 | 6,232,396 | 13,657,912 | 15,743,293 | 67,374,734 | |||||||||||||||
Impairment
of assets
|
- | - | - | - | 2,240,000 | |||||||||||||||
Professional
fees
|
9,096,189 | 6,300 | 9,239,185 | 45,378 | 19,780,315 | |||||||||||||||
Depreciation
|
8,089 | 8,089 | 16,177 | 16,177 | 76,236 | |||||||||||||||
Total
Operating Expenses
|
22,672,968 | 6,351,505 | 23,068,171 | 15,975,150 | 94,321,314 | |||||||||||||||
OPERATING
LOSS
|
(22,672,968 | ) | (6,351,505 | ) | (23,068,171 | ) | (15,975,150 | ) | (94,318,347 | ) | ||||||||||
OTHER
INCOME (EXPENSES)
|
||||||||||||||||||||
Interest
income
|
- | - | - | - | 9 | |||||||||||||||
Interest
expense
|
(8,322 | ) | (3,245 | ) | (16,644 | ) | (5,153 | ) | (38,461 | ) | ||||||||||
Total
Other Income (Expenses)
|
(8,322 | ) | (3,245 | ) | (16,644 | ) | (5,153 | ) | (38,452 | ) | ||||||||||
LOSS
BEFORE INCOME TAXES
|
(22,681,290 | ) | (6,354,750 | ) | (23,084,815 | ) | (15,980,303 | ) | (94,356,799 | ) | ||||||||||
INCOME
TAX EXPENSE
|
- | - | - | - | - | |||||||||||||||
NET
LOSS
|
$ | (22,681,290 | ) | $ | (6,354,750 | ) | $ | (23,084,815 | ) | $ | (15,980,303 | ) | $ | (94,356,799 | ) | |||||
BASIC
LOSS PER SHARE
|
$ | (0.15 | ) | $ | (0.10 | ) | $ | (0.16 | ) | $ | (0.27 | ) | ||||||||
WEIGHTED
AVERAGE NUMBER OF SHARES OUTSTANDING
|
152,071,682 | 62,797,081 | 139,966,807 | 59,028,124 |
The
accompanying notes are an integral part of these condensed financial
statements.
- 3
-
TREE
TOP INDUSTRIES, INC.
(A
Development Stage Company)
Consolidated
Statements of Cash Flows
(Unaudited)
From Inception
|
||||||||||||
For the
|
on August 1,
|
|||||||||||
Six Months Ended
|
2007 through
|
|||||||||||
June 30,
|
June 30,
|
|||||||||||
2010
|
2009
|
2010
|
||||||||||
OPERATING
ACTIVITIES
|
||||||||||||
Net
loss
|
$ | (23,084,815 | ) | $ | (15,980,303 | ) | $ | (94,356,799 | ) | |||
Adjustments
to reconcile net loss to net used by operating activities:
|
||||||||||||
Depreciation
and amortization
|
16,177 | 16,177 | 76,236 | |||||||||
Stock
options granted for services rendered
|
11,964,712 | 6,556,792 | 35,444,586 | |||||||||
Impairment
of intengible assets
|
- | - | 2,240,000 | |||||||||
Common
stock issued for services rendered
|
10,722,750 | 8,936,501 | 52,346,250 | |||||||||
Changes
in operating assets and liabilities
|
||||||||||||
(Increase)
decrease in prepaid expenses
|
- | 5,164 | - | |||||||||
(Increase)
decrease in employee advances
|
(6,000 | ) | (6,000 | ) | ||||||||
Increase
(decrease) in accounts payable and accrued expenses
|
18,359 | 62,447 | 913,747 | |||||||||
Net
Cash Used in Operating Activities
|
(368,817 | ) | (403,222 | ) | (3,341,980 | ) | ||||||
INVESTING
ACTIVITIES
|
||||||||||||
Cash
received in acquisition
|
- | - | 44,303 | |||||||||
Cash
paid as loan advances
|
(179,000 | ) | - | (192,000 | ) | |||||||
Cash
paid for property and equipment
|
- | - | (161,778 | ) | ||||||||
Net
Cash Used in Investing Activities
|
(179,000 | ) | - | (309,475 | ) | |||||||
FINANCING
ACTIVITIES
|
||||||||||||
Bank
overdraft
|
- | (5,333 | ) | - | ||||||||
Cash
received from issuance of common stock
|
- | - | 1,660,500 | |||||||||
Cash
received from notes payable
|
192,000 | 114,200 | 484,860 | |||||||||
Cash
paid to related party loans
|
(113,334 | ) | - | (273,487 | ) | |||||||
Cash
received from related party loans
|
365,790 | 296,538 | 1,781,112 | |||||||||
Net
Cash Provided by Financing Activities
|
444,456 | 405,405 | 3,652,985 | |||||||||
NET
INCREASE (DECREASE) IN CASH
|
(103,361 | ) | 2,183 | 1,530 | ||||||||
|
||||||||||||
CASH
AT BEGINNING OF PERIOD
|
104,891 | 663 | - | |||||||||
CASH
AT END OF PERIOD
|
$ | 1,530 | $ | 2,846 | $ | 1,530 |
The
accompanying notes are an integral part of these condensed financial
statements.
- 4
-
TREE
TOP INDUSTRIES, INC.
(A
Development Stage Company)
Consolidated
Statements of Cash Flows (Continued)
(Unaudited)
From Inception
|
||||||||||||
For the
|
on August 1,
|
|||||||||||
Six Months Ended
|
2007 through
|
|||||||||||
June 30,
|
June 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.
- 5
-
TREE
TOP INDUSTRIES, INC.
(A
Development Stage Company)
Notes to
the Consolidated Financial Statements
June 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 June 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 June 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 minimal 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.
- 6
-
TREE
TOP INDUSTRIES, INC.
(A
Development Stage Company)
Notes to
the Consolidated Financial Statements
June 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.
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.
- 7
-
TREE
TOP INDUSTRIES, INC.
(A
Development Stage Company)
Notes to
the Consolidated Financial Statements
June 30,
2010 and 2009
NOTE
3 – SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting
Pronouncements (continued)
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.
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.
- 8
-
TREE
TOP INDUSTRIES, INC.
(A
Development Stage Company)
Notes to
the Consolidated Financial Statements
June 30,
2010 and 2009
NOTE
4 - RELATED PARTY TRANSACTIONS (CONTINUED)
Due to
officers and directors as of June 30, 2010 and December 31, 2009 totals
$1,598,225 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. The payables are unsecured, due on demand
and do not bear interest.
NOTE
5 - FIXED ASSETS
Depreciation
expense was $16,177 and $16,177 during the six months ended June, 2010 and 2009,
respectively.
Fixed
assets consist of the following:
June 30, 2010
|
December 31, 2009
|
|||||||
Computer
equipment
|
$ | 126,278 | $ | 126,278 | ||||
Office
equipment
|
22,600 | 22,600 | ||||||
Telephone
equipment
|
12,900 | 12,900 | ||||||
161,778 | 161,778 | |||||||
Accumulated
Depreciation
|
(76,236 | ) | (60,059 | ) | ||||
$ | 85,542 | $ | 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 six months ended June 30, 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
June 30, 2010, notes payable amounted to $597,860.
At June
30, 2010 and December 31, 2009, accrued interest on the notes was $82,819 and
$66,175, respectively. Interest expense on the notes amounted to $16,644 and
$5,153 for the six months ended June, 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 June 30, 2010 and December 31, 2009,
165,379,100 and 130,994,100 shares of common stock are issued and 161,879,100
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 June 30, 2010.
There were no shares of preferred stock issued and
outstanding.
B)
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..
- 9
-
TREE
TOP INDUSTRIES, INC.
(A
Development Stage Company)
Notes to
the Consolidated Financial Statements
June 30,
2010 and 2009
NOTE
7 - STOCKHOLDERS' DEFICIT (CONTINUED)
C)
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.
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.
- 10
-
TREE
TOP INDUSTRIES, INC.
(A
Development Stage Company)
Notes to
the Consolidated Financial Statements
June 30,
2010 and 2009
NOTE
7 - STOCKHOLDERS' DEFICIT (CONTINUED)
C)
ISSUANCES OF COMMON STOCK (CONTINUED)
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.
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.
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 change 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.
- 11
-
TREE
TOP INDUSTRIES, INC.
(A
Development Stage Company)
Notes to
the Consolidated Financial Statements
June 30,
2010 and 2009
NOTE
7 - STOCKHOLDERS' DEFICIT (CONTINUED)
D)
STOCK WARRANTS AND OPTIONS (CONTINUED)
The fair
value of 27,500,000 options granted during the current quarter totaled
$5,486,946, and the fair value of the repricing 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
|
A summary
of the status of options granted as of June 30, 2010 is as follows:
|
For The Period Ended
June 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 June 30, 2010
|
59,998,000
|
$
|
0.20
|
A summary
of the status of options outstanding as of June 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 | 9 | $ | 0.20 | 59,998,000 | $ | 0.20 |
The
aggregate intrinsic value of stock options outstanding and exercisable as of
June 30, 2010, totaled $2,999,900. The weighted average grant date
fair value of options granted during the six months ended June 30, 2010, was
$0.20. The fair value of options vested during the period ended June
30, 2010, totaled $11,964,712.
During
the six months ended June 30, 2010, the Company did not issue any stock
warrants.
- 12
-
TREE
TOP INDUSTRIES, INC.
(A
Development Stage Company)
Notes to
the Consolidated Financial Statements
June 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
June 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.
- 13
-
Item
2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations
Cautionary
Statements
This Form 10-Q may contain
"forward-looking statements," as that term is used in federal securities laws,
about Tree Top Industries, Inc.'s financial condition, results of operations and
business. These statements include, among others:
|
o
|
statements
concerning the potential benefits that Tree Top Industries, Inc. ("TTI" or
the "Company") may experience from its business activities and certain
transactions it contemplates or has completed;
and
|
|
o
|
statements
of TTI's expectations, beliefs, future plans and strategies, anticipated
developments and other matters that are not historical facts. These
statements may be made expressly in this Form 10-Q. You can find many of
these statements by looking for words such as "believes," "expects,"
"anticipates," "estimates," "opines," or similar expressions used in this
Form 10-Q. These forward-looking statements are subject to numerous
assumptions, risks and uncertainties that may cause TTI's actual results
to be materially different from any future results expressed or implied by
TTI in those statements. The most important facts that could prevent TTI
from achieving its stated goals include, but are not limited to, the
following:
|
(a)
|
volatility
or decline of TTI's stock price;
|
(b)
|
potential
fluctuation of quarterly results;
|
(c)
|
failure
of TTI to earn revenues or profits;
|
(d)
|
inadequate
capital to continue or expand its business, and inability to raise
additional capital or financing to implement its business
plans;
|
(e)
|
failure
to commercialize TTI's technology or to make
sales;
|
(f)
|
decline
in demand for TTI's products and
services;
|
(g)
|
rapid
adverse changes in markets;
|
(h)
|
litigation
with or legal claims and allegations by outside parties against TTI,
including but not limited to challenges to TTI's intellectual property
rights;
|
(i)
|
insufficient
revenues to cover operating costs;
|
(j)
|
failure
of the BAT technology to function
properly
|
There is
no assurance that TTI will be profitable, TTI may not be able to successfully
develop, manage or market its products and services, TTI may not be able to
attract or retain qualified executives and technology personnel, TTI may not be
able to obtain customers for its products or services, TTI's products and
services may become obsolete, government regulation may hinder TTI's business,
additional dilution in outstanding stock ownership may be incurred due to the
issuance of more shares, warrants and stock options, or the exercise of
outstanding warrants and stock options, and other risks inherent in TTI's
businesses.
- 14
-
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 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, at that time,
as a shell company.
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. 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.
- 15
-
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 June 30,
2010 and for the six months then ended.
Results
of Operations for the Three Months Ended June 30, 2010 Compared to Three Months
Ended June 30, 2009
We had no revenues in the three months
ended June 30th, 2010 and 2009. Our operating expenses increased from $6,351,505
to $22,672,968 during these periods. The increased is primarily due to the stock
and option issuances for officer compensation and professional fees. In the
three months ended June 30, 2009 the Company issued a total of $6,107,397 in
common stock and stock options to management and consultants as compared to
$2,427,462 in the same period ended 2010. Our net loss was $22,681,290 in the
three months ended June 30, 2010 as compared to a net loss of $6,354,750 in the
same period of 2009. Excluding non cash expenses our net loss would have been
$245,739 and $247,353 in 2010 and 2009, respectively.
Results
of Operations for the Six Months Ended June 30, 2010 Compared to Six Months
Ended June 30, 2009
We had no revenues in the six months
ended June 30, 2010 and 2009. Our operating expenses increased from $15,975,150
to $23,084,815 during these periods. The increase is primarily due to the stock
and option issuances for officer compensation and professional fees. In the six
months ended June 30, 2009 the Company issued a total of $15,493,293 in common
stock and stock options to management and consultants as compared to $22,687,462
in the same period ended 2010. Our net loss was $23,084,815 in the six months
ended June 30, 2010 as compared to a net loss of $15,980,303 in the same period
of 2009. Excluding non cash expenses our net loss would have been $381,176 and
$487,010 in 2010 and 2009, respectively.
Liquidity
and Capital Resources
The Company's cash position was $1,530
at June 30, 2010 compared to $104,891 at December 31, 2009. As of June 30, 2010,
the Company had current assets of $199,530 and current liabilities of $2,950,535
compared to $117,891 and $2,487,720 respectively as of December 31, 2009. This
resulted in working capital deficit of $2,751,005 at June 30, 2010 and
$2,369,829 at December 31, 2009.
- 16
-
Net cash used in operating activities
amounted to $368,817 for the six month periods ended June 30, 2010, as compared
to $403,222 of net cash used in operations for the six months period ended June
30, 2009. Net cash used in operating activities decreased only
marginally.
Net cash
used in investing activities amounted to $179,000 and $0 for the six months
ended June 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 $444,456 and $405,405 for the six
months ended June 30, 2010 and 2009, respectively. The increase from 2009 to
2010 resulted primarily from the additional loans received 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. The Company’s 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.
- 17
-
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 June 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;
|
·
|
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 June 30, 2010 that has materially
affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
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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.
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
None.
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Item
3. Defaults Upon Senior Securities
.
The
Company has the following note payable obligations:
|
||||
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 | |||
Less
Current Maturities
|
(113,000 | ) | ||
Total
Long-Term Notes Payable
|
$ | - |
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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, as
indicated in Note 8, Litigation, 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. On December 10, 2001 a note for $75,000 with a remaining balance of
$56,800 due to Sandra Vernon, a greater than 5% stockholder, was forgiven by the
note holder and the outstanding balance of the note at that date was recorded as
additional paid in capital. A note due on December 29, 2000 from Kevin O'Donnell
for $50,000, a stockholder and former officer, was forgiven by the note holder
on June 27, 2002 in exchange for 75,000 shares of the Company's common stock,
and the outstanding balance of the note at that date, as well as accrued
interest through that date of $7,685 was recorded as additional paid in capital.
In exchange for 250,000 shares of the Company's common stock a note payable of
$1,500 due on demand to William Hanna, a stockholder, former CEO and director
was forgiven by him on June 27, 2002 as well as accrued interest thereon of
$1,561 and an amount reflected as due to related party of $17,986. Pursuant to
the terms of this transaction $16,453 was recorded as compensation and $35,000
was recorded as additional paid in capital.
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 Registrant2
|
|
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:
August 16, 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:
August 16, 2010
|
|
David
Reichman, Chairman of the Board, Chief
|
|||
Executive
Officer, Chief Financial Officer
|
|||
and
Principal Accounting Officer
|
|||
By:
|
/s/ Kathy M. Griffin
|
Dated:
August 16, 2010
|
|
Kathy
M. Griffin, Director, President
|
|||
By:
|
\s\ Frank Benintendo
|
Dated: August
16, 2010
|
|
Frank
Benintendo, Director & Secretary
|
|||
By:
|
\s\ Donald
Gilbert, Phd.
|
Dated: August
16, 2010
|
|
Donald
Gilbert, Director & Treasurer
|
|||
By:
|
\s\ Robert
Hantman
|
Dated: August
16, 2010
|
|
Robert
Hantman, Director
|
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