UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): January 28, 2011
TREE TOP INDUSTRIES,
INC.
(Exact name of Registrant as specified
in its charter)
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Nevada
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000-10210
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83-0250943
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(State or other jurisdiction
of
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(Commission
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(IRS
Employer
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incorporation)
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File
Number)
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Identification
No.)
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511 Sixth Avenue, Suite
800,
New York,
NY
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10011
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(Address of principal executive
offices)
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(Zip
Code)
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Registrant’s telephone number, including
area code: (775)
261-3728
N/A
(Former name or former address, if
changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the Registrant under any of the following provisions:
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o
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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SECTION 2.
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FINANCIAL
INFORMATION
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The Board of Directors of Tree Top
Industries, Inc., a Nevada corporation (the “Company”), has
adopted resolutions approving the disposition by the Company of 100% of the
outstanding common stock owned by it of its wholly-owned subsidiary,
NetThruster, Inc., a Delaware corporation
(“NetThruster”), in a
spin-off of all of such NetThruster shares to the Company’s shareholders on
a pro rata basis (the “Spin-Off”). The Spin-Off of
NetThruster will terminate the ownership of
NetThruster by the Company. NetThruster will thereafter be owned by the
shareholders of the Company. See “Item 8.01 Other Events” in this
Report.
The disposition of NetThruster by the Company may result in the
Company incurring material charges under generally accepted accounting
principles applicable to it. At this time, the Company cannot
estimate the amount of such costs, if any, that may be incurred by it as a
result of the Spin-Off of NetThruster. The Company has not yet
entered into a Spin-Off Agreement with NetThruster, but expects to do so in the near
future.
The Company’s Board of Directors
authorized and directed the Company to implement the Spin-Off by resolutions
duly adopted by it. The directors of the Company
decided that NetThruster’s business is separate and distinct from the other businesses currently owned by other subsidiaries
of the Company, and should be operated separately rather than being consolidated
with the Company’s other businesses for financial reporting
purposes. It is expected that the Spin-Off will better enable
NetThruster to obtain capital or financing for its
business, and its business will be easier for prospective investors and
financiers to evaluate. After the
Spin-Off, NetThruster will continue in business as a separate
private company managed by one or more members of the Company’s current
management, to be determined. Shareholders of the Company are not
required to pay any consideration for the shares of NetThruster to be distributed to them in the
Spin-Off. The NetThruster shares will not, however be liquid
after the Spin-Off, and there is no assurance regarding the results of
operations, financial condition or business performance of NetThruster after the Spin-Off.
The Board
of Directors of the Company recently approved the disposition by Spin-Off of all
of the shares of NetThruster, Inc., a wholly owned Delaware subsidiary of the
Company, owned by the Company. The Spin-Off would result in the
distribution of all of the shares of NetThruster owned by the Company among the
Company’s shareholders on a pro rata basis pursuant to a Spin-Off
Agreement. The Spin-Off Agreement will provide for the management of
NetThruster to be comprised of certain members of the Company’s
management. In the Spin-Off, the Company is expected to distribute
one share of NetThruster common stock to each of the Company’s shareholders for
each share of the Company’s common stock owned by them. NetThruster
does not intend to become a public reporting or publicly traded Company after
the Spin-Off. See “Item 2.05 Costs Associated With Exit or Disposal
Activities.”
SIGNATURES
Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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TREE TOP INDUSTRIES,
INC.
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Date: January 28,
2011
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By:
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/s/ David
Reichman
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David Reichman, CEO and
Chairman of the Board
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