Unassociated Document

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2007

For the period from January 1, 2007 to December 31, 2007

Commission file number 000-10210

TREE TOP INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Nevada	83-0250943
(State of Incorporation)	(I.R.S. Employer Identification No.)

1041 N. Formosa Avenue, Pickford Building, #199, West Hollywood, California 90046

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(B) of the Act:

Title of Each Class	Name of Each Exchange On Which Registered

COMMON STOCK	OTC

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 |X| No |__|

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. |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|

State issuer’s revenues for its most recent fiscal year. $120,000

The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $1,080,000 as of March 31, 2008 (computed by reference to the last sale price of a share of the registrant’s Common Stock on that date as reported by NASDAQ).

There were 72,328,400 shares outstanding of the registrant’s common stock as of March 31, 2008.

PART I	1
ITEM 1	1
ITEM 2	20
ITEM 3	20
ITEM 4	20
PART II	21
ITEM 5	21
ITEM 6	22
ITEM 7	32
ITEM 8	49
ITEM 8A	49
ITEM 8B	50
PART III	51
ITEM 9	51
ITEM 10	53
ITEM 11	60
ITEM 12	61
ITEM 13	61
ITEM 14	61
SIGNATURES	63

PART I

Tree Top Industries, Inc. (“TTI” or “we”) is a Nevada corporation that owns 100% of the issued and outstanding stock of Ludicrous, Inc., a Nevada corporation (“Ludicrous” or “we”). Ludicrous was formed on August 1, 2007 to engage in the installation and build-out of its network for commercialization of its proprietary technology for the telecommunications industry. The principals of Ludicrous spent a combined eleven years developing and designing the technology prior to Ludicrous being incorporated.

We are a provider of high-performance content delivery network (“CDN”) services. Our technology is designed to deliver content for traditional and emerging media companies, or content providers, including businesses operating in the television, music, radio, newspaper, magazine, movie, videogame and software industries. We designed our delivery solution specifically to handle the demanding requirements of delivering rich media content over the Internet. Our solution enables content providers and aggregators to provide their end-users with high-quality experiences across any media type, library size, or audience scale without expending the capital and developing the expertise needed to build and manage their own networks.

Internet users are usually unaware of the considerable effort that is needed to deliver information or entertainment over the Internet. The process of data transmission is called “content delivery” and it is usually handled by the website where the information resides.

This manner of sending entertainment directly from the provider to the end-user works well if the amount of information is relatively small (one to three minutes of low resolution video or audio) and demand for the content is infrequent. Under these circumstances the host website’s own servers can service a reasonable number of end-users simultaneously. This manner of content delivery has served the Internet well for a number of years, however, the demand for broadband services has recently been increasing dramatically. For example, word-of-mouth about a new video clip can severely tax the transmission capability of the host website when demand exceeds the host’s transmission capability. Even now the delivery of DVD quality motion pictures cannot be supported by most traditional server-based websites. A different strategy is needed to cope with sending huge amounts of information

and reliably reconstituting that information at the receiving end. There are companies that specialize in transmission of high quality information in massive amounts such as Limelight Networks®, which does so by utilizing a worldwide network of transmission nodes that split the information into several streams and reintegrate these streams at the end-user’s destination.

This third party solution to information transmission is estimated to generate approximately $1 billion in yearly sales. Research firms predict that those sales will double every couple of years. By building upon its Net Thruster® technology, Ludicrous is developing the capability to rapidly and reliably send high quality content on demand to any Internet destination. In addition, the information can be safeguarded against theft through the use of Ludicrous’ own network. The information can be transmitted and received in a manner that prohibits copying and understanding by anyone other than the targeted recipient. As a result, when the content is entertainment, there is a built-in safeguard against pirating the information.

Net Thruster Technology

Ludicrous has developed the NetThruster.com® content delivery network. NetThruster.com is a content delivery network for distribution of video, music, games and downloads on the Internet. NetThruster’s advanced content delivery network provides media companies with high-performance, cost-effective delivery of high bandwidth media and software via the Internet. NetThruster has created a scalable system for distributed high-bandwidth media delivery to large audiences. Management believes that Ludicrous’ delivery solutions are uniquely tailored to the specific needs of those doing distributed on-demand and live delivery of video, music, games and downloads.

Built from day one as a media delivery platform, NetThruster distributes massive amounts of numerous forms of digital video, including live streaming user-generated content proliferating on popular video sharing sites to virtually any Internet-connected device with a screen. NetThruster content delivery provides HTTP/Web distribution of all digital media formats. Digital media files such as video, music, graphics, and software are delivered with full fidelity (no packet loss) from NetThruster's content delivery location at One Wilshire in Los Angeles, California, directly to the end user's IP-connected computer or device.

NetThruster Streaming Media provides on-demand and/or live streaming to customers worldwide for all major formats including Windows Media, Flash Video, QuickTime, Real and MP3 audio. Eager audiences embracing the “digital lifestyle” are requesting greater and greater volumes of content every day. To meet the high expectations of these enthusiastic users, NetThruster content delivery enables content providers to make their entire asset libraries available for 24x7 global distribution to broadband and mobile audiences. This frees content providers to focus on giving their audiences what they want, without concern for their delivery infrastructure.

Structure and Method

The Internet was originally designed to facilitate data transmission from a single point of origin to a single destination location. Data is broken into a series of individual packets, each of which contains the necessary information about the packet’s destination along with how to reassemble the series of packets into the original single piece of data. Packet creation and reintegration is performed at the origin and destination locations so that the Internet itself is “merely” the electronic equivalent of a very large and busy highway. This analogy is furthered by envisioning numerous on-ramps and off-ramps along this highway where data is placed on the Internet for transmission and is removed from the Internet at the appropriate destination.

In turning the Internet into a platform for content delivery, we are still utilizing the highway in its original form, but with a strategy for making better use of its features. The first part of the strategy is to have multiple origin points for data transmission. By having several origins, data can be more efficiency routed to the desired destination point that is closest (in the sense of time rather the sense of distance) to one of the points of origin. All content delivery companies use this principle. Multiple copies of the client’s data are stored on computer servers spread around the physical Internet locations. Also by using multiple transmission “backbones” (more than just one service provider) data traffic can be optimized by using less-utilized pathways, keeping in mind that a lesser utilized

pathway can fill up rapidly, so the system is constantly measuring pathway times and dynamically selecting the currently optimal route. The end-user is unaware of this constantly changing system that is bringing the information to him. If everything is working right, he has no idea that the video he is watching or the music he is listening to has reached him by traveling over the equivalent of the entire interstate highway system.

The types of data content vary from one client to another. For most clients, a content delivery network maintains a pre-existing file or set of files that is transmitted upon demand to the end-user. The Ludicrous NetThruster system can maintain this information in several different formats so that a wide variety of reception devices can be supported, including not only individual computers but also hand-held equipment such as Personal Data Assistants or even cellular telephones. Live video transmission is a feature that NetThruster also handles as part of its capabilities.

The optimization of the data transmission involves the system determining the quickest way to send the information although other considerations may enter as dictated by the needs of the client. For example, most end-users have experienced going to an Internet website and having almost no delay in viewing information. On the other hand, they may have had a significant delay in waiting for the start of data transmission or even during the actual transmission or playback of a video. Perhaps this delay is due to very high server utilization or simply due to (relatively) slow servers because slower is usually cheaper. Many Internet websites use slow servers as a way of keeping their costs down, but for serious content delivery such a strategy is unacceptable. The NetThruster technology implemented by Ludicrous has, as one of its features, an array of servers, each containing a copy of the client’s information, in a manner that optimizes transmission to any single end-user as well as dealing with a very high volume of end-user requests.

For clients with pre-existing video content that is to be distributed, NetThruster can be automated to transcode the content file format. The automation transforms the original information format into some or all necessary formats so the content may be viewed on personal computers, mobile phones or other media devices. Depending upon the length of the video, this step can take some time so it is not feasible to perform it “on the fly” when requested by an end-user. At playback time, NetThruster solves this problem by determining the format needed by the requesting end-user and transmitting the appropriate file format.

The Ludicrous NetThruster system is designed to deliver the highest performance possible using standard existing components and materials. Two separate independent single mode fiber optic data lines that have the longest segment paths not requiring supplementary amplification (repeaters) are utilized as the input/output (full duplex) data lines into and out from the NetThruster system. These lines are failover redundant in the operational design of the system and are connected to separate high speed Internet providers. Each of these fiber optic lines is converted at the gigabit router into a number of electrical trunk lines that connect to gigabit smart switches.

The smart switches connect to arrays of server clusters that provide both speed and redundancy. The redundancy feature is important in two different ways. The first feature is a simple (but very important) failover device. The second feature is its ability to service multiple client requests with multiple responses. Any single client request for information is fulfilled by multiple responses with each response taking a different path out of the NetThruster system. This method is made possible because the NetThruster system has a continuous swarm of internal paths to handle data responses that can dynamically switch the data paths to utilize the current “best” path which is determined by analysis of the ultimate output data path traffic loads. The system continuously monitors these paths and routes data according to which paths within the system are least utilized. The design of the system is also inherently scalable. It automatically adjusts to increased demand for a particular piece of content or data by replicating its transmission. This internal resource recruitment can service a large number of additional requests for the same content with little allocation of its facilities. Of course, there are limits to how many additional end-users can be accommodated in this fashion before additional servers are brought into the resource mix.

Since it is likely that multiple clients are simultaneously requesting the same information such as streaming video or audio, the NetThruster system will recognize such a situation and respond by optimizing internal server performance to cover these requests with a minimum of actual server accesses. And just as NetThruster continuously monitors it own internal performance, it is also looking at which of the fiber optic providers is currently providing the least utilized service. As transmission loads change, content traffic is dynamically routed over a path that gives a high level of reliability and is also the fastest currently available path for the given level of reliability. Since the fiber

optic providers may charge different rates based upon criteria not under control of Ludicrous, the NetThruster system allows for internal programming to use less expensive services if this feature is desired by the customer. In other words, the final price paid by the customer may enter into system routing performance considerations.

While the basic NetThruster system has been briefly described, it is a system that, in unit form, can be reconfigured to optimize performance for a particular client’s needs. For example, a live video transmission is handled more efficiently with some small adjustments of the NetThruster component interaction. Should the system experience any significant failure, there is a further backup system based upon an array of servers that are designed to guarantee the efficacy of the requested data transmission, although at a reduction in speed. In NetThruster, reliability always takes paramount position over minimal transmission speed as a measure of system performance.

Ludicrous is an Internet content delivery company. We work with our clients to provide an optimal system for delivering their information to the end-user. Ludicrous does not have a “one size fits all” strategy for each of its clients. We look at a client’s individual service needs and what is unique about the client’s information or data and then design a solution that optimizes service performance for that client utilizing data transmission over the Internet.

We expect to derive income primarily from the sale of services to customers executing contracts with anticipated terms of one year or longer, which we refer to as recurring revenue contracts or long-term contracts. These contracts are generally expected to commit the customer to a minimum monthly level of usage with additional charges applicable for actual usage above the monthly minimum. We intend to enter into customer contracts that have minimum usage commitments that are based on longer periods. We believe that having a consistent and predictable base level of income is important to our financial success. Accordingly, to be successful, we must maintain our base of recurring revenue contracts and build on that base by adding new customers, and increasing the number of services, features and functionalities for our customers. Accomplishing these goals requires that we compete effectively in the marketplace on the basis of price, quality and the attractiveness of our services and technology. In order to establish relationships with new customers, we may from time to time enter into month to month service agreements with them that do not include minimum monthly usage commitments.

Effective October 19, 2007, TTI entered into an Agreement and Plan of Reorganization with all of the stockholders of Ludicrous (the “Agreement”), pursuant to which TTI agreed to acquire all of the issued and outstanding common stock of Ludicrous from the stockholders of Ludicrous in consideration for the issuance of a total of 68,000,000 newly issued shares of TTI’s common stock, allocated among the stockholders of Ludicrous on a pro rata basis in accordance with their relative ownership of Ludicrous. Accordingly, after the closing of the stock exchange on November 1, 2007 as contemplated by the Agreement, Ludicrous became a wholly owned subsidiary of TTI, and the prior shareholders of Ludicrous became the majority shareholders of TTI. In the Agreement, the stockholders of Ludicrous agreed to confer upon a designee of TTI voting power over their shares of TTI’s common stock acquired by them in the exchange for a period of two years or until the stockholder sells his common stock in TTI in accordance with Rule 144 of the Securities Act of 1933, as amended, whichever occurs first. The business combination between TTI and Ludicrous closed on November 1, 2007, and David Reichman, the Chief Executive Officer of TTI, was designated by TTI to be the voting trustee for 68,000,000 outstanding shares of TTI currently owned by the prior stockholders of Ludicrous.

Consumption and Distribution of Rich Media Content Expanding

Multiple forces have created, and continue to drive, a substantial unmet need to rapidly and efficiently deliver large files and broadcast-quality media to large audiences over the Internet. These forces include the following:

	•		*Proliferation of broadband Internet connections.* According to a 2007 eMarketer report on online video consumption (Online Video: Seeing the Whole Picture, August 2007), the number of U.S. broadband users will increase from 133.4 million in 2006 to over 200 million in 2011. Of them, 91% — or 183 million — will watch online videos. Additionally, Forrester (Top Consumer Broadband Trends for 2008) predicts that during 2008, broadband penetration will rise to more than 58% of U.S. households, or nearly 68 million households. Forrester states that the popularity of broadband among consumers coupled with industry advancements, like increased fiber rollouts and pair-bonding for DSL, mean that more consumers will have access to even faster Internet connections than ever before. This proliferation of broadband Internet connections and increased broadband speeds provides an increasing number of users with the capability to access rich media content efficiently.

	•		*Consumption of media via the Internet is rivaling consumption via other media channels.* The proliferation of broadband Internet has fundamentally changed the way that consumers access and interact with media content. eMarketer (Online Video: Seeing the Whole Picture, August 2007), projects that the number of online video viewers in the United States alone will rise from 114 million in 2006 to 183 million in 2011. This means that by 2011, 61% of U.S. television viewers and 91% of U.S. broadband users will also be regular online video viewers.

	•		*More interactive and engaging online advertising will drive increased rich media creation and consumption.* According to Forrester (US Interactive Marketing Forecast, 2007 to 2012), online video marketing will grow from 2007 to 2012 at a 72% CAGR to reach $7.2 billion. While this number seems large, it represents only 2% of projected advertising spend and 12% of total interactive marketing spend. Additionally, Forrester predicts that improved rich media creation tools, combined with increased consumer broadband adoption, will boost spend on interactive and rich media display ads to almost $6 billion in 2012.

	•		*Consumers desire on-demand access to a broad range of personalized media content.* Through technologies like Internet search, personal digital video recorders, video-on-demand and social media platforms, consumers are increasingly accustomed to immediate, on-demand access to media content, including videos, music and photos provided by media or content providers or by users themselves.

	•		*Proliferation of Internet-connected devices.* The proliferation of devices that are capable of connecting to the Internet, such as MP3 players, mobile phones and videogame consoles, has given users even more control and flexibility over how and where they access and use media content from the Internet.

Content providers have recognized this evolving shift in consumer behavior and the consumption of rich digital media. Television, music, radio, newspaper, magazine, movie, videogame, software and other traditional and emerging media companies all have or are developing large libraries of rich media and video content. The broad reach provided by the Internet allows these content providers to distribute their content through content aggregators or directly to consumers. The Internet also enables content providers to offer their entire content libraries to consumers. As a result, content providers are able to monetize a much larger portion of their media content libraries than has been possible under offline, non-Internet modes of distribution.

Alternatives for Delivering Rich Media Content over the Internet

Companies looking to deliver rich media content to users via the Internet have two primary alternatives: deliver content using basic Internet connectivity, in some cases with significant investment in additional infrastructure, or utilize a CDN.

Content Delivery via Basic Internet Connectivity

Basic Internet connectivity is capable of delivering media content to users, but is ill-suited for delivering the large media files and broadcast-quality media that are commonplace today. The Internet is a complex network of networks that was designed principally to connect every Internet network point to every other Internet network point via multiple, redundant paths. To reach a given user, content from a provider’s website must normally traverse multiple networks. These networks include those of the website’s Internet service provider, or ISP, one or more

Internet backbone carriers — each of which provides a network of high-speed communication lines between major interconnection points — and the user’s ISP. At any point along this path, data packets associated with the website’s content can be lost or delayed, impeding the transfer of data to the user. Internet protocols are designed to reliably transport data packets, but are not designed to ensure end-to-end performance. These protocols are effective for delivery of many types of traditional content, but are often ineffective for delivery of rich media content. When data packets are lost or delayed during the delivery of rich media content, the result is noticeable to users because playback is interrupted. This interruption causes songs to skip, videos to freeze and downloads to be slower than acceptable for demanding consumers. This lack of performance and its dramatic effect on user experience make the delivery of rich media content via the basic Internet extremely challenging.

In response, some content providers have chosen to invest significant capital to build the infrastructure of servers, storage and networks necessary to bypass, to the extent possible, the public Internet “cloud”. This substantial capital outlay and the development of the expertise and other technical resources required to manage such a complex infrastructure can be time-consuming and prohibitively expensive for all but the largest of companies.

Content Delivery via Content Delivery Networks

A CDN offloads the delivery of content from a media provider’s central website infrastructure to the CDN’s service delivery infrastructure. In general, the infrastructure of a CDN is composed of hundreds or thousands of servers distributed at various points around the Internet, linked together by software that controls where media content objects are stored and how they should be delivered to end-users. Deploying content objects in numerous, distributed locations can reduce the network distance between users and the media content they seek, reducing the potential for performance-inhibiting network congestion. The architecture of early CDNs reflected the importance and prevalence, at the time, of web page objects such as photos and graphics. Early CDNs typically deployed small server clusters in a large number of locations, relied on the public Internet to connect the clusters, and stored only the most popular content objects in their local caches, which are computing resources used to store frequently accessed data for rapid access. Because each server cluster was small, with few servers available for the storage and delivery of content, and with rarely more than a single network connection, some early CDNs employed optimization algorithms in an effort to effectively manage and allocate these relatively scarce resources.

When a requested content object is unavailable on the server cluster, a cache miss, which is a failed attempt to acquire a requested content object in a local cache, occurs. To handle a cache miss, early CDNs were required to access the missing object over the Internet from the content provider’s servers. A cache miss, and the time required to obtain the missing object over the Internet, degrades the end-user’s experience and increases the computing resource cost of servicing the end-user’s request. As the consumption of rich media has grown, the requirement to cache a sufficient number of media objects to guarantee a high-quality end-user experience at an efficient price has strained the architecture of early CDNs.

The New Requirements for Delivering Rich Media Content

We believe the unique characteristics of rich media content delivery and the rapid growth of rich media consumption have created a new set of technical, management and economic requirements for businesses seeking to deliver rich media content. These requirements include the following:

	•		*Delivering a consistent high-quality media experience.* User experience is critical for content providers because consumers increasingly expect a high-quality experience, will not tolerate interruptions or inconsistency in the delivery of content, and may never return to a particular media provider if that provider is unable to meet their expectations. A media stream, for example, should begin immediately and play continuously without interruption every time a customer accesses that stream.

	•		*Delivering expansive content libraries of rich media.* Consumers, particularly those who are accustomed to broadband-enabled Internet services such as high-quality television and radio, increasingly demand the ability to consume any form of media content online. To meet this demand, traditional media companies are moving their enormous libraries of content, such as television shows and movies, online. At the same time, emerging content businesses, such as user-generated content companies, are creating expansive libraries of rich media. Users expect a consistent media experience across every title in these large libraries, for each title regardless of its popularity, each time it is viewed.

	•		*Ability to scale content delivery capacity to handle rapidly accelerating demand and diversity of audience interest.* Content providers also need to scale delivery of their content smoothly as the size of their audience increases. When a large number of users simultaneously access a particular website, the content provider must be able to meet that surge in demand without making users wait. Rapidly accelerating demand can be related to a single event, such as a major news or sporting event, or can be spread across an entire library of content, such as when a social media website surges in popularity.

	•		*Reliability.* Throughout the path data must traverse to reach a user, problems with the underlying infrastructure supporting the Internet can occur. For instance, servers can fail, or network connections can drop. Avoiding these problems is important to content providers because network, datacenter, or service provider outages can mean frustrated users, lost audiences and missed revenue opportunities.

	•		*Flexibility and manageability.* Content providers are making significant investments in preparing their media libraries for delivery over the Internet. Once content is ready for Internet distribution, content providers must be able to support a wide range of formats, begin to distribute their content quickly, and monitor their delivery activities.

	•		*Managing delivery costs.* Managing the cost of content delivery is important for content providers so that they can maximize profits. As a result, the combination of major capital outlays and operating expenditures required to build and maintain large server clusters, peak period capacity, extensive Internet backbone networks and multiple connections to global broadband access networks is simply not practical for most companies. As users increasingly demand access to large files and media streams, the infrastructure costs associated with providing this content are rising.

The capital, expertise, and other managerial effort necessary to meet these requirements can be challenging. As demand for the delivery of rich media content increases, these challenges will become increasingly difficult to meet. We believe, therefore, that there is a significant opportunity for an outsourced Internet content delivery network optimized for the delivery of rich media content.

Sales, Service and Marketing

Ludicrous was formed in August 2007 to conduct the content delivery network business that is based on the NetThruster technology which was in research and development for several years. Accordingly, we have only recently commenced marketing our services to prospective customers through existing employees and consultants who perform multiple tasks for the company. We have not yet hired specific marketing professionals and personnel to design and implement a sales and marketing campaign for us.

We plan to expand our marketing staff as awareness of our product and service offerings become better known in the marketplace through our existing relationships and referrals. Currently, we are beta testing our CDN with prospective clients and expect to start receiving service purchase orders in 2008. As of March 31, 2008, we had not yet signed a service agreement with a customer, but are in discussions or beta testing with potential customers.

Research and Development

Our research and development organization is responsible for the design, development, testing and certification of the software, hardware and network architecture of our content delivery network system. As of December 31, 2007, we had two employees in our research and development group, substantially all of whom are located at our headquarters in West Hollywood, California. Our engineering efforts support product development across all major types of rich media content, including videos, music, games, software and social media, in various file formats and protocols such as Adobe Flash, MP3 audio, QuickTime, RealNetworks RealPlayer and Windows Media. We test our system to ensure scalability in times of peak media demand. We incurred insignificant research and development expenses in 2007. We believe that the investments that we have made in research and development have been effectively utilized. In the future, we anticipate that our research and development expenditures will increase in absolute dollars and increase as a percentage of our revenue. All research and development expenses are included in the general, selling and administrative expenses in the Statement of Operations.

Intellectual Property

Our success depends in part upon our ability to protect our core technology and other intellectual capital. To accomplish this, we rely on a combination of intellectual property rights, including patents, trade secrets, copyrights, trademarks, domain registrations and contractual protections.

As of December 31, 2007, we have received no patents in the United States and no patents in foreign jurisdictions. We have no pending patent applications in the United States and no pending patent applications in foreign jurisdictions. Any patents that may be issued to us may be contested, circumvented, found unenforceable or invalidated, and we may not be able to prevent third parties from infringing them. Therefore, we cannot predict the exact effect of having a patent with certainty. We have received no trademarks and have no pending trademark applications in the United States. We have no pending trademark applications in foreign countries and no non-U.S. trademark applications have issued. There is a risk that pending trademark applications may not issue, and that those trademarks that have issued may be challenged by others who believe they have superior rights to the marks.

We generally control access to and use of our proprietary software and other confidential information through (a) the use of internal and external controls, including physical and electronic security, contractual protections with employees, contractors, customers and partners, and (b) domestic and foreign copyright laws.

Despite our efforts to protect our trade secrets and proprietary rights through intellectual property rights and licenses and confidentiality agreements, there is risk that unauthorized parties may still copy or otherwise obtain and use our software and technology. In addition, we intend to expand our international operations, and effective patent, copyright, trademark and trade secret protection may not be available or may be limited in foreign countries. Further, expansion of our business with additional employees, locations and legal jurisdictions may create greater risk that our trade secrets and proprietary rights will be harmed. If we fail to effectively protect our intellectual property and other proprietary rights, our business could be harmed.

Third parties could claim that our products or technologies infringe their proprietary rights. The Internet content delivery industry is characterized by the existence of a large number of patents, trademarks, and copyrights and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. We expect that infringement claims may further increase as the number of products, services, and competitors in our market increases. Further, continued success in this market may provide an impetus to those who might use intellectual property litigation as a weapon against us.

As we gain greater visibility and market exposure as a public company, we are likely to face an increased risk of being the subject of intellectual property infringement claims from other third parties.

The content delivery network market is highly competitive and is characterized by constantly declining prices and multiple types of vendors offering varying combinations of computing and bandwidth to content providers. A few of our current competitors, as well as a number of our potential competitors, have longer operating histories, greater name recognition, broader customer relationships and industry alliances, and substantially greater financial, technical and marketing resources than we do. Our primary competitors include content delivery service providers such as Limelight Networks, Akamai, Level 3 Communications and Internap Network Services Corporation, which acquired VitalStream. Also, as a result of the growth of the content delivery market, a number of companies are attempting to enter our market, either directly or indirectly, some of which may become significant competitors in the future. Internationally, we compete with local content delivery service providers, many of which are very well positioned within their local markets.

We believe that the principal competitive factors affecting the content delivery market include such attributes as:

	•		Performance, as measured by file delivery time and end-user media consumption rates;

	•		Scalability; both in terms of average capacity and special event capacity;

	•		Proprietary software designed to efficiently locate and deliver large media files;

	•		Ease of implementation;

	•		Flexibility in designing delivery systems for unique content types and mixes;

	•		Reliability; and

	•		Cost efficiency.

While a few of our current competitors have longer operating histories, greater name recognition and greater financial, technical and marketing resources than we do, we believe that we compete favorably on the basis of these factors, taken as a whole. In particular, we believe that our core focus on solving the unique challenges associated with the delivery of massive media files has made our service offerings compete strongly in the areas of performance and scalability, which are two of the most critical elements involved in the delivery of rich media content over the Internet.

Government Regulation

We are subject to various federal, state and local laws affecting the telecommunications and Internet industries. Laws and regulations that apply to communications and commerce conducted over the Internet are becoming more prevalent, both in the United States and internationally, and may impose additional burdens on companies conducting business online or providing Internet-related services such as ours. Increased regulation could negatively affect our business directly, as well as the businesses of our customers, which could reduce their demand for our services. For example, tax authorities abroad may impose taxes on the Internet-related revenue we generate based on where our internationally deployed servers are located. In addition, domestic and international taxation laws are subject to change. Our services, or the businesses of our customers, may become subject to increased taxation, which could harm our financial results either directly or by forcing our customers to scale back their operations and use of our services in order to maintain their operations. In addition, the laws relating to the liability of private network operators for information carried on or disseminated through their networks are unsettled, both in the United States and abroad. Network operators have been sued in the past, sometimes successfully, based on the content of material disseminated through their networks. We may become subject to legal claims such as defamation, invasion of privacy and copyright infringement in connection with content stored on or distributed through our network. In addition, our reputation could suffer as a result of our perceived association with the type of content that some of our customers deliver. If we need to take costly measures to reduce our exposure to these risks, or are required to defend ourselves against such claims, our financial results could be negatively affected. The

Federal Trade Commission and equivalent state agencies regulate advertising and representations made by businesses in the sale of their products, which apply to us. Our business is also subject to government laws and regulations governing health, safety, working conditions, employee relations, wrongful termination, wages, taxes and other matters applicable to businesses in general. Our failure to comply with applicable government rules or regulations could have a material adverse effect on our financial condition and business operations.

As of December 31, 2007, we employed six people on a full-time basis. Of those six full-time employees, four are employed in an administrative, marketing, and sales position, and two are technical employees employed in research, development, and production positions. We project that during the next 12 months, our workforce is likely to increase. To support our need for technical staffing, we have established relationships with technical staffing organizations that continuously offer qualified personnel to meet our needs, both locally and from out of the area.

Our operations are not expected to be affected by seasonal fluctuations, although our cash flow may be affected by fluctuations in the timing of cash receipts from our customers.

You should carefully consider the risks described in this annual report. These risks are not the only risks that we may face. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect us. If any of the following risks occurs, our business, financial condition or results of operations could be materially and adversely affected which could cause our actual operating results to differ materially from those indicated or suggested by forward-looking statements made in this annual report on Form 10-KSB or presented elsewhere by management from time to time.

Risks Related to Our Business

We are just emerging from our development stage and do not yet have customer agreements.

While we are in discussions and beta testing of our CDN with potential customers, we do not yet have a customer service agreement. We have just engaged a professional website development firm to redesign our entire website in connection with the recent launch of our initial marketing effort. Consequently, our business is speculative as we emerge from our development stage and introduce our NetThruster technology in the commercial marketplace. There is no assurance that we will obtain or retain customers, that our CDN will be commercially successful, that we will earn any revenue or profit, or that our NetThruster technology will work as well as we believe it does. We do not yet have experience with NetThruster in diversified commercial applications.

We may need to defend our intellectual property and processes against patent or copyright infringement claims, which would cause us to incur substantial costs and threaten our ability to do business.

Companies, organizations or individuals, including our competitors, may hold or obtain patents or other proprietary rights that would prevent, limit or interfere with our ability to make, use or sell our services or develop new services, which could make it more difficult for us to operate our business. From time to time, we may receive inquiries from holders of patents inquiring whether we infringe their proprietary rights. Companies holding Internet-related patents or other intellectual property rights are increasingly bringing suits alleging infringement of such rights or otherwise asserting their rights and seeking licenses. An adverse judgment or injunction could seriously impact our ability to conduct our business and to offer our products and services to our customers. A permanent injunction could prevent us from operating our CDN to deliver certain types of traffic, which could impact the viability of our business. Any litigation or claims, whether or not valid, could result in substantial costs and diversion of resources. In addition, if we are determined to have infringed upon a third party’s intellectual property rights, we may be required to do one or more of the following:

	•		cease selling, incorporating or using products or services that incorporate the challenged intellectual property;

	•		pay substantial damages;

	•		obtain a license from the holder of the infringed intellectual property right, which license may or may not be available on reasonable terms or at all; or

	•		redesign products or services.

If we are forced to take any of these actions, our business may be seriously harmed. In the event of a successful claim of infringement against us and our failure or inability to obtain a license to the infringed technology, our business and operating results could be harmed.

Our limited operating history makes evaluating our business and future prospects difficult, and may increase the risk of your investment.

Our company has only been in existence since 2007. As a consequence, we have a limited operating history which makes it difficult to evaluate our business and our future prospects. We have encountered and will continue to encounter risks and difficulties frequently experienced by growing companies in rapidly changing industries, such as the risks described in this annual report on Form 10-KSB. If we do not address these risks successfully, our business will be harmed.

If we fail to manage future growth effectively, we may not be able to market and sell our services successfully.

We plan to expand our operations significantly in the near future, increasing our total number of employees, and we anticipate that further significant expansion will be required. Our future operating results depend to a large extent on our ability to manage this expansion and growth successfully. Risks that we face in undertaking this expansion include: training new sales personnel to become productive and generate revenue; forecasting revenue; controlling expenses and investments in anticipation of expanded operations; implementing and enhancing our content delivery network, or CDN, and administrative infrastructure, systems and processes; addressing new markets; and endeavoring to launch international operations. A failure to manage our growth effectively could materially and adversely affect our ability to market and sell our products and services.

We currently face competition from established competitors and may face competition from others in the future.

We compete in markets that are intensely competitive, rapidly changing and characterized by constantly declining prices and vendors offering a wide range of content delivery solutions. We have experienced and expect to continue to experience increased competition. Many of our current competitors, as well as a number of our potential competitors, have longer operating histories, greater name recognition, broader customer relationships and industry alliances and substantially greater financial, technical and marketing resources than we do.

Our primary competitors include content delivery service providers such as Akamai, Limelight, Level 3 Communications and Internap Network Services Corporation, which acquired VitalStream. Also, as a result of the growth of the content delivery market, a number of companies are currently attempting to enter our market, either directly or indirectly, some of which may become significant competitors in the future. Our competitors may be able to respond more quickly than we can to new or emerging technologies and changes in customer requirements. Given the relative ease by which customers typically can switch among CDN providers, differentiated offerings or pricing by competitors could lead to a rapid loss of customers. Some of our current or potential competitors may bundle their offerings with other services, software or hardware in a manner that may discourage content providers from purchasing the services that we offer. In addition, as we expand internationally, we face different market characteristics and competition with local content delivery service providers, many of which are very well positioned within their local markets. Increased competition could result in price reductions and revenue shortfalls, loss of customers and loss of market share, which could harm our business, financial condition and results of operations.

We may lose customers if they elect to develop content delivery solutions internally.

Our potential customers may decide to develop their own content delivery solutions rather than outsource these solutions to CDN service providers like us. This is particularly true as our customers, if any, increase their operations and begin expending greater resources on delivering their content using third-party solutions. If we fail to offer CDN services that are competitive to in-sourced solutions, we may lose additional customers or fail to attract customers that may consider pursuing this in-sourced approach, and our business and financial results would suffer.

Rapidly evolving technologies or new business models could cause demand for our CDN services to decline or could cause these services to become obsolete.

Customers or third parties may develop technological or business model innovations that address content delivery requirements in a manner that is, or is perceived to be, equivalent or superior to our CDN services. If competitors introduce new products or services that compete with or surpass the quality or the price/performance of our services, we may be unable to renew our agreements with existing customers or attract new customers at the prices and levels that allow us to generate attractive rates of return on our investment. For example, one or more third parties might develop improvements to current peer-to-peer technology, which is a technology that relies upon the computing power and bandwidth of its participants, such that this technological approach is better able to deliver content in a way that is competitive to our CDN services, or even that makes CDN services obsolete. We may not anticipate such developments and may be unable to adequately compete with these potential solutions. In addition, our customers’ business models may change in ways that we do not anticipate and these changes could reduce or eliminate our customers’ needs for CDN services. If this occurred, we could lose customers or potential customers, and our business and financial results would suffer. As a result of these or similar potential developments, in the future it is possible that competitive dynamics in our market may require us to reduce our prices, which could harm our revenue, gross margin and operating results.

If we are unable to sell our services at acceptable prices relative to our costs, our revenue and gross margins will decrease, and our business and financial results will suffer.

Prices for content delivery services have fallen in recent years and are likely to fall further in the future. Our investments in our infrastructure are based upon our assumptions regarding future demand and also prices that we will be able to charge for our services. These assumptions may prove to be wrong. If the price that we are able to charge customers to deliver their content falls to a greater extent than we anticipate, if we over-estimate future demand for our services or if our costs to deliver our services do not fall commensurate with any future price declines, we may not be able to achieve acceptable rates of return on our infrastructure investments and our gross profit and results of operations may suffer dramatically. In addition, during 2008 and beyond, we expect to increase our expenses, in absolute dollars, in substantially all areas of our business, including sales and marketing, general and administrative, and research and development. As a consequence, we are dependent on significant future growth in demand for our services to provide the necessary gross profit to pay these additional expenses. If we fail to generate significant additional demand for our services, our results of operations will suffer and we may fail to achieve planned or expected financial results. There are numerous factors that could, alone or in combination with other factors, impede our ability to increase revenue, moderate expenses or maintain gross margins, including:

	•		failure to make or increase sales of our core services;

	•		significant increases in bandwidth and rack space costs or other operating expenses;

	•		inability to maintain our prices relative to our costs;

	•		failure of our current and planned services and software to operate as expected;

	•		inability to attract high-quality customers to purchase our current and planned services;

	•		failure to increase sales of our services to customers we may obtain in the future as a result of their ability to reduce their monthly usage of our services;

	•		failure of a significant number of customers to pay our fees on a timely basis or at all or failure of customers to continue to purchase our services in accordance with their contractual commitments; and

	•		loss of customers at a rate greater than our increase in new customers.

If we are unable to develop new services and enhancements to existing services or fail to predict and respond to emerging technological trends and customers’ changing needs, our operating results may suffer.

The market for our CDN services is characterized by rapidly changing technology, evolving industry standards and new product and service introductions. Our operating results depend on our ability to develop and introduce new services into existing and emerging markets. The process of developing new technologies is complex and uncertain. We must commit significant resources to developing new services or enhancements to our existing services before knowing whether our investments will result in services the market will accept. Furthermore, we may not execute successfully our technology initiatives because of errors in planning or timing, technical hurdles that we fail to overcome in a timely fashion, misunderstandings about market demand or a lack of appropriate resources. Failures in execution or market acceptance of new services we introduce could result in competitors providing those solutions before we do, which could lead to loss of market share, revenue and earnings.

We may depend on a limited number of customers for a substantial portion of our revenue in any fiscal period, and the loss of, or a significant shortfall in demand from, these customers could significantly harm our results of operations.

During any given fiscal period, a relatively small number of customers may account for a significant percentage of our revenue. We may experience significant fluctuations in our individual customers’ usage of our services. As a consequence, we may not be able to adjust our expenses in the short term to address the unanticipated loss of a large customer during any particular period. As such, we may experience significant, unanticipated fluctuations in our operating results which may cause us to not meet our expectations or those of stock market analysts, which could cause our stock price to decline.

If we are unable to attract new customers or to retain our existing customers, our revenue could be lower than expected and our operating results may suffer.

In addition to adding new customers, to increase our revenue, we will need to sell additional services to existing customers, if any, and encourage existing customers to increase their usage levels. If our existing and prospective customers do not perceive our services to be of sufficiently high value and quality, we may not be able to retain customers or attract new customers. We sell our services pursuant to service agreements that are generally one year in length, or may be on a month to month basis. Our customers will have no obligation to renew their contracts for our services after the expiration of their initial commitment period, and these service agreements may not be renewed at the same or higher level of service, if at all. Moreover, under some circumstances, some of our customers may have the right to cancel their service agreements prior to the expiration of the terms of their agreements. Because of our limited operating history and the fact that we have not yet had any customers, we have no historical data with respect to rates of customer service agreement renewals. This fact, in addition to the changing competitive landscape in our market, means that we cannot accurately predict future customer renewal rates. Our customers’ renewal rates may decline or fluctuate as a result of a number of factors, including:

	•		their satisfaction or dissatisfaction with our services;

	•		the prices of our services;

	•		the prices of services offered by our competitors;

	•		mergers and acquisitions affecting our customer base; and

	•		reductions in our customers’ spending levels.

If our customers do not renew their service agreements with us or if they renew on less favorable terms, our revenue may decline and our business will suffer. Similarly, our customer agreements may provide for minimum commitments that are often significantly below our customers’ historical usage levels. Consequently, even if we have agreements with our customers to use our services, these customers could significantly curtail their usage without incurring any penalties under our agreements. In this event, our revenue would be lower than expected and our operating results could suffer.

Our results of operations may fluctuate in the future. As a result, we may fail to meet or exceed the expectations of securities analysts or investors, which could cause our stock price to decline.

Our results of operations may fluctuate as a result of a variety of factors, many of which are outside of our control. If our results of operations fall below the expectations of securities analysts or investors, the price of our common stock could decline substantially. Fluctuations in our results of operations may be due to a number of factors, including:

	•		our ability to increase sales to existing customers and attract new customers to our CDN services;

	•		the addition or loss of large customers, or significant variation in their use of our CDN services;

	•		costs associated with current or future intellectual property lawsuits;

	•		service outages or security breaches;

	•		the amount and timing of operating costs and capital expenditures related to the maintenance and expansion of our business, operations and infrastructure;

	•		the timing and success of new product and service introductions by us or our competitors;

	•		the occurrence of significant events in a particular period that result in an increase in the use of our CDN services, such as a major media event or a customer’s online release of a new or updated video game;

	•		changes in our pricing policies or those of our competitors;

	•		the timing of recognizing revenue;

	•		share-based compensation expenses associated with attracting and retaining key personnel;

	•		limitations of the capacity of our content delivery network and related systems;

	•		the timing of costs related to the development or acquisition of technologies, services or businesses;

	•		general economic, industry and market conditions and those conditions specific to Internet usage and online businesses;

	•		limitations on usage imposed by our customers in order to limit their online expenses; and

	•		geopolitical events such as war, threat of war or terrorist actions.

We believe that our revenue and results of operations may vary significantly in the future and that period-to-period comparisons of our operating results may not be meaningful. You should not rely on the results of one period as an indication of future performance.

We expect to generate our revenue almost entirely from the sale of CDN services, and the failure of the market for these services to expand as we expect or the reduction in spending on those services by our current or potential customers would seriously harm our business.

We expect to generate nearly 100% of our revenue from charging our customers for the content delivered on their behalf through our CDN. As we do not currently have other meaningful sources of revenue, we are subject to an elevated risk of reduced demand for these services. Furthermore, if the market for delivery of rich media content in particular does not continue to grow as we expect or grows more slowly, then we may fail to achieve a return on the significant investment we are making to prepare for this growth. Our success, therefore, depends on the continued and increasing reliance on the Internet for delivery of media content and our ability to cost-effectively

deliver these services. Factors that may have a general tendency to limit or reduce the number of users relying on the Internet for media content or the number of providers making this content available online include a general decline in Internet usage, litigation involving our customers and third-party restrictions on online content, including copyright restrictions, digital rights management and restrictions in certain geographic regions, as well as a significant increase in the quality or fidelity of offline media content beyond that available online to the point where users prefer the offline experience. The influence of any of these factors may cause our current or potential customers to reduce their spending on CDN services, which would seriously harm our operating results and financial condition.

Many of our potential customers are pursuing emerging or unproven business models which, if unsuccessful, could lead to a substantial decline in demand for our CDN services.

Because the proliferation of broadband Internet connections and the subsequent monetization of content libraries for distribution to Internet users are relatively recent phenomena, many of our customers’ business models that center on the delivery of rich media and other content to users remain unproven. Social media companies, for example, are pursuing emerging strategies for monetizing the user content and traffic on their web sites. Our potential customers will not purchase our CDN services if their investment in providing access to the media stored on or deliverable through our CDN does not generate a sufficient return on their investment. A reduction in spending on CDN services by our potential customers would seriously harm our operating results and financial condition.

Our business will be adversely affected if we are unable to protect our intellectual property rights from unauthorized use or infringement by third parties.

We rely on a combination of patent, copyright, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. These legal protections afford only limited protection, and we have only one currently issued patent. Monitoring infringement of our intellectual property rights is difficult, and we cannot be certain that the steps we have taken will prevent unauthorized use of our intellectual property rights. We have applied for patent protection in a number of foreign countries, but the laws in these jurisdictions may not protect our proprietary rights as fully as in the United States. Furthermore, we cannot be certain that any pending or future patent applications will be granted, that any future patent will not be challenged, invalidated or circumvented, or that rights granted under any patent that may be issued will provide competitive advantages to us.

Any unplanned interruption in the functioning of our network or services could lead to significant costs and disruptions that could reduce our revenue and harm our business, financial results and reputation.

Our business is dependent on providing our customers with fast, efficient and reliable distribution of application and content delivery services over the Internet. Our potential customers may depend primarily or exclusively on our services to operate their businesses. Consequently, any disruption of our services could have a material impact on our customers’ businesses. Our network or services could be disrupted by numerous events, including natural disasters, failure or refusal of our third-party network providers to provide the necessary capacity, failure of our software or CDN delivery infrastructure and power losses. In addition, we deploy our servers in co-location facilities, and these third-party co-location providers could experience system outages or other disruptions that could constrain our ability to deliver our services. We may also experience disruptions caused by software viruses or other attacks by unauthorized users. Our CDN may fail in the future. Despite our significant infrastructure investments, we may have insufficient communications and server capacity to address these or other disruptions, which could result in interruptions in our services. Any widespread interruption of the functioning of our CDN and related services for any reason would eliminate our revenue and could harm our business and financial results. If such a widespread interruption occurred or if we failed to deliver content to users as expected during a high-profile media event, game release or other well-publicized circumstance, our reputation could be damaged severely. Moreover, any disruptions could undermine confidence in our services and cause us to lose customers or make it more difficult to attract new ones, either of which could harm our business and results of operations.

Our business depends on continued and unimpeded access to third-party controlled end-user access networks.

Our content delivery services depend on our ability to access certain end-user access networks in order to complete the delivery of rich media and other online content to end-users. Some operators of these networks may take measures, such as the deployment of a variety of filters, that could degrade, disrupt or increase the cost of our or our customers’ access to certain of these end-user access networks by restricting or prohibiting the use of their networks to support or facilitate our services, or by charging increased fees to us, our customers or end-users in connection with our services. This or other types of interference could result in a loss of existing customers, increased costs and impairment of our ability to attract new customers, thereby harming our revenue and growth.

If our ability to deliver media files in popular proprietary content formats was restricted or became cost-prohibitive, demand for our content delivery services could decline, we could lose customers and our financial results could suffer.

Our business depends on our ability to deliver media content in all major formats. If our legal right or technical ability to store and deliver content in one or more popular proprietary content formats, such as Adobe Flash or Windows Media, was limited, our ability to serve our customers in these formats would be impaired and the demand for our content delivery services would decline by customers using these formats. Owners of propriety content formats may be able to block, restrict or impose fees or other costs on our use of such formats, which could lead to additional expenses for us and for our customers, or which could prevent our delivery of this type of content altogether. Such interference could result in a loss of existing customers, increased costs and impairment of our ability to attract new customers, which would harm our revenue, operating results and growth.

If we are unable to retain our key employees and hire qualified sales and technical personnel, our ability to compete could be harmed.

Our future success depends upon the continued services of our executive officers and other key technology, sales, marketing and support personnel who have critical industry experience and relationships that they rely on in implementing our business plan. In particular, we are dependent on the services of our Chief Executive Officer, David Reichman, and also the Chief Executive Officer of Ludicrous, Christopher Cecil. Neither Christopher Cecil nor any of our other key employees is bound by an employment agreement for any specific term. In addition, we do not have “key person” life insurance policies covering any of our officers or other key employees, and we therefore have no way of mitigating our financial loss were we to lose their services. There is increasing competition for talented individuals with the specialized knowledge to deliver content delivery services and this competition affects both our ability to retain key employees and hire new ones. The loss of the services of any of our key employees could disrupt our operations, delay the development and introduction of our services, and negatively impact our ability to sell our services.

Our senior management team has limited experience working together as a group, and may not be able to manage our business effectively.

Our senior management team is small, has experienced significant turnover, is recently hired, and includes young individuals with limited experience. As a result, our senior management team has limited experience working together as a group. This lack of shared experience could harm our senior management team’s ability to quickly and efficiently respond to problems and effectively manage our business.

Internet-related and other laws relating to taxation issues, privacy and consumer protection and liability for content distributed over our network, could harm our business.

Laws and regulations that apply to communications and commerce conducted over the Internet are becoming more prevalent, both in the United States and internationally, and may impose additional burdens on companies conducting business online or providing Internet-related services such as ours. Increased regulation could negatively affect our business directly, as well as the businesses of our customers, which could reduce their demand for our services. For example, tax authorities abroad may impose taxes on the Internet-related revenue we generate based on where our internationally deployed servers are located. In addition, domestic and international taxation laws are subject to change. Our services, or the businesses of our customers, may become subject to increased

taxation, which could harm our financial results either directly or by forcing our customers to scale back their operations and use of our services in order to maintain their operations. In addition, the laws relating to the liability of private network operators for information carried on or disseminated through their networks are unsettled, both in the United States and abroad. Network operators have been sued in the past, sometimes successfully, based on the content of material disseminated through their networks. We may become subject to legal claims such as defamation, invasion of privacy and copyright infringement in connection with content stored on or distributed through our network. In addition, our reputation could suffer as a result of our perceived association with the type of content that some of our customers deliver. If we need to take costly measures to reduce our exposure to these risks, or are required to defend ourselves against such claims, our financial results could be negatively affected.

If we are required to seek additional funding, such funding may not be available on acceptable terms or at all.

We need additional funding due to a number of factors, including a shortfall in revenue, increased expenses, increase investment in capital equipment or the acquisition of significant businesses or technologies. We currently do not have sufficient working capital and are incurring operating deficits that are being funded by small investments or advances being made to us by our management team or investors, or by management deferring salary and other compensation. Additional funding may not be available on commercially reasonable terms or at all. If we are unable to obtain sufficient funding, our business would be harmed. Even if we were able to find outside funding sources, we might be required to issue securities in a transaction that could be highly dilutive to our investors or we may be required to issue securities with greater rights than the securities we have outstanding today. We might also be required to take other actions that could lessen the value of our common stock, including borrowing money on terms that are not favorable to us. If we are unable to generate or raise capital that is sufficient to fund our operations, we may be required to curtail operations, reduce our capabilities or cease operations in certain jurisdictions or completely.

Our business requires the continued development of effective business support systems to support our customer growth and related services.

The growth of our business depends on our ability to continue to develop effective business support systems. This is a complicated undertaking requiring significant resources and expertise. Business support systems are needed for:

	•		implementing customer orders for services;

	•		delivering these services; and

	•		timely billing for these services.

Because our business plan provides for continued growth in the number of customers that we serve and services offered, there is a need to continue to develop our business support systems on a schedule sufficient to meet proposed service rollout dates. The failure to continue to develop effective business support systems could harm our ability to implement our business plans and meet our financial goals and objectives.

If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements could be impaired, which could adversely affect our operating results, our ability to operate our business and investors’ views of us.

We must ensure that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis. We are required to spend considerable effort on establishing and maintaining our internal controls, which is costly and time-consuming and needs to be re-evaluated frequently. We have very limited experience in designing and testing our internal controls and may have material weaknesses. We are in the process of documenting, reviewing and, where appropriate, improving our internal controls and procedures. As a newly public company we will be required to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which will require annual management assessments of the effectiveness of our internal control over financial reporting. In addition, we will be required to file a report by our independent registered public accounting firm addressing these assessments beginning with our Annual Report on

Form 10-K for the year ended December 31, 2008. Both we and our independent auditors will be testing our internal controls in anticipation of being subject to Section 404 requirements and, as part of that documentation and testing, may identify areas for further attention and improvement. Implementing any appropriate changes to our internal controls may entail substantial costs to modify our existing financial and accounting systems, take a significant period of time to complete, and distract our officers, directors and employees from the operation of our business. These changes may not, however, be effective in maintaining the adequacy of our internal controls, and any failure to maintain that adequacy, or a consequent inability to produce accurate financial statements on a timely basis, could increase our operating costs and could materially impair our ability to operate our business. In addition, investors’ perceptions that our internal controls are inadequate or that we are unable to produce accurate financial statements may seriously affect our stock price.

Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our reported results of operations.

A change in accounting standards or practices can have a significant effect on our operating results and may affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of existing accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business.

We have incurred, and will continue to incur significantly increased costs as a result of operating as a public company, and our management is required to devote substantial time to compliance initiatives.

As a newly public company, we have incurred, and will continue to incur, significant accounting and other expenses that we did not incur as a private company. These expenses include increased accounting, legal and other professional fees, insurance premiums, investor relations costs, and costs associated with compensating our independent directors. In addition, the Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the Securities and Exchange Commission and the OTC Bulletin Board Market, impose additional requirements on public companies, including requiring changes in corporate governance practices. Our management and other personnel need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations have increased our legal and financial compliance costs and make some activities more time-consuming and costly. For example, these rules and regulations make it more difficult and more expensive for us to obtain director and officer liability insurance. These rules and regulations could also make it more difficult for us to identify and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

Failure to effectively expand our sales and marketing capabilities could harm our ability to obtain any customers and achieve broader market acceptance of our services.

Establishing our customer base and achieving broader market acceptance of our services will depend to a significant extent on our ability to initiate and expand our sales and marketing operations. To date, our sales efforts have been limited to pre-existing relationships and referrals managed by in-house employees or consultants who may have other tasks that they perform for us. Developing a field sales force would be expensive. We have limited knowledge in developing and operating a widely dispersed sales force. As a result, we may not be successful in developing an effective sales force, which could cause our results of operations to suffer. We also believe that there is significant competition for direct sales personnel with the sales skills and technical knowledge that we require. Our ability to achieve significant growth in revenue in the future will depend, in large part, on our success in recruiting, training and retaining sufficient numbers of direct sales personnel. New hires require significant training and, in most cases, take a significant period of time before they achieve full productivity. Our planned hires may not become as productive as we would like, and we may be unable to hire or retain sufficient numbers of qualified individuals in the future in the markets where we do business. Our business will be seriously harmed if these expansion efforts do not generate a corresponding significant increase in revenue.

If the estimates we make, and the assumptions on which we rely, in preparing our financial statements prove inaccurate, our actual results may be adversely affected.

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments about, among other things, taxes, revenue recognition, share-based compensation costs, contingent obligations and doubtful accounts. These estimates and judgments affect the reported amounts of our assets, liabilities, revenue and expenses, the amounts of charges accrued by us, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances and at the time they are made. If our estimates or the assumptions underlying them are not correct, we may need to accrue additional charges that could adversely affect our results of operations, investors may lose confidence in our ability to manage our business and our stock price could decline.

As part of our business strategy, we may acquire businesses or technologies and may have difficulty integrating these operations.

We may seek to acquire businesses or technologies that are complementary to our business. Acquisitions involve a number of risks to our business, including the difficulty of integrating the operations and personnel of the acquired companies, the potential disruption of our ongoing business, the potential distraction of management, expenses related to the acquisition and potential unknown liabilities associated with acquired businesses. Any inability to integrate operations or personnel in an efficient and timely manner could harm our results of operations. We do not have prior experience as a company in this complex process of acquiring and integrating businesses. If we are not successful in completing acquisitions that we may pursue in the future, we may be required to reevaluate our business strategy, and we may incur substantial expenses and devote significant management time and resources without a productive result. In addition, future acquisitions will require the use of our available cash or dilutive issuances of securities. Future acquisitions or attempted acquisitions could also harm our ability to achieve profitability. We may also experience significant turnover from the acquired operations or from our current operations as we integrate businesses.

Risks Related to Ownership of Our Common Stock

The trading price of our common stock has been, and is likely to continue to be, volatile with limited liquidity.

The trading prices of our common stock and the securities of technology companies generally have been highly volatile. Trading volume has been extremely light and may not increase, resulting in limited liquidity for stockholders. Factors affecting the trading price of our common stock will include:

	•		variations in our operating results;

	•		announcements of technological innovations, new services or service enhancements, strategic alliances or significant agreements by us or by our competitors;

	•		recruitment or departure of key personnel;

	•		changes in the estimates of our operating results or changes in recommendations by any securities analysts that elect to follow our common stock;

	•		developments or disputes concerning our intellectual property or other proprietary rights;

	•		the gain or loss of significant customers;

	•		market conditions in our industry, the industries of our customers and the economy as a whole; and

	•		adoption or modification of regulations, policies, procedures or programs applicable to our business.

In addition, if the market for technology stocks or the stock market in general experiences loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, operating results or financial condition. The trading price of our common stock might also decline in reaction to events that affect other companies in our industry even if these events do not directly affect us.

If securities or industry analysts do not publish research or reports about our business or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business, if any. If any of the analysts who cover us issue an adverse or misleading opinion regarding our stock, our stock price would likely decline. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Insiders have substantial control over us and will be able to influence corporate matters.

As of December 31, 2007, our directors and executive officers and their affiliates beneficially owned or had voting control over approximately 98.6% of our outstanding common stock, including the fact that TTI’s Chief Executive Officer, David Reichman, has voting control over 68,000,000 outstanding shares of our common stock owned by the prior shareholders of Ludicrous. As a result, these stockholders will be able to exercise significant influence over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of our company or its assets. This concentration of ownership could limit other stockholders’ ability to influence corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us.

We currently lease approximately 4,000 square feet of office space at a base rental rate of approximately $6,212 per month pursuant to a month to month lease.

There are no pending legal proceedings to which we are a party or in which any of our directors, officers or affiliates, any owner of record or beneficially of more than 5% of any class of our voting securities, or other security holder is a party adverse to us or has a material interest adverse to us.

In recent years, judgments have been entered against us because we did not have adequate working capital to provide a proper legal defense or to negotiate a settlement.

Legal Proceeding	Judgments	Amounts
Luckysurf v. GoHealth	Judgment against GoHealth	$30,000
Facts & Comparisons v. GoHealth	Judgment against GoHealth	$18,000
Free Ride v. GoHealth	Judgment against GoHealth	$55,512
Sales Guides, Inc v. GoHealth	Judgment against GoHealth	$ 5,000
Steve Goldberg v. GoHealth	Judgment against GoHealth	$40,000
Bur.v. GoHealth	Judgment against GoHealth	$ 9,213

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders. On November 20, 2007, David Reichman, Michael Valle, Frank Benintendo, and Don Gilbert (collectively, the “Majority Shareholders”) were entitled to vote of a total of 68,718,245 shares or approximately

96% of the total issued and outstanding stock of TTI at that time. The Majority Shareholders adopted the following resolutions by written consent in lieu of a meeting pursuant to the General Corporation Law of the State of Nevada:

Authorize the officers and directors of the Company to cause the Company to amend its Certificate of Incorporation in order to authorize 50,000 shares of preferred stock, par value $0.0001 per share, and to increase the number of authorized shares of common stock from 75,000,000, par value $0.001, to 350,000,000, par value $0.0001.

2.	Ratify the adoption of the 2007 Omnibus Stock and Incentive Plan for the Company.

The Majority Shareholders submitted their consents to the shareholder resolutions described above on or about November 20, 2007, which became effective in January 2008 upon the satisfaction by the Company of all applicable filing and notification requirements of the Securities and Exchange Commission.

ITEM 5.

MARKET FOR REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Our common stock is quoted through the over-the-counter market on the Financial Industry Regulatory Authority Bulletin Board (“OTC Bulletin Board”) under the symbol “TTII.” Limited trading has occurred over the past several years. The following table sets forth high and low sales prices of TTII common stock for each fiscal quarter for the last two fiscal years as reported by the OTC Bulletin Board, based on closing prices. The prices in the table reflect inter-dealer prices, without retail markup, markdown or commission and may not represent actual transactions. All share and per share amounts in this annual report have been adjusted for a one-for-100 reverse stock split effected on July 2006.

Year Ended December 31, 2007	High		Low

First Quarter ended March 31, 2007	$	3.00	$	1.50
Second Quarter ended June 30, 2007	$	3.50	$	1.75
Third Quarter ended September 30, 2007	$	2.50	$	1.50
Fourth Quarter ended December 31, 2007	$	4.50	$	0.55

Year Ended December 31, 2006	High		Low

First Quarter ended March 31, 2006	$	0.05	$	0.02
Second Quarter ended June 30, 2006	$	0.04	$	0.03
Third Quarter ended September 30, 2006	$	1.25	$	0.02
Fourth Quarter ended December 31, 2006	$	1.20	$	1.20

As of December 31, 2007, there were approximately 725 record holders of our common stock, not including shares held in “street name” in brokerage accounts which is unknown. As of December 31, 2007, there were approximately 72,328,400 shares of common stock outstanding on record.

We have not declared or paid any cash dividends on our common stock and do not anticipate paying dividends for the foreseeable future.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is ComputerShare Trust, 12039 West Alameda Parkway, Lakewood, Colorado 80228, telephone 303-262-0600.

Purchases of Our Securities by Us or our Affiliates

None of our shares of common stock were purchased by us or our affiliates during the fiscal quarter ended December 31, 2007.

Sales of Our Unregistered Securities During 2007 Not Previously Disclosed

In September 2007, we authorized the issuance of 2,550,000 shares of our common stock to David Reichman in accordance with the terms of his Employment Agreement with TTI. See “Item 10. Executive Compensation – Employment Agreements.”

On December 6, 2007, we authorized the issuance of 200,000 shares of common stock to our directors for services rendered for us.

On December 21, 2007, we authorized the issuance of 10,000 shares of our common stock to each of our four directors in consideration for their past services to us.

Each of these transactions was exempt from the registration requirements of the Securities Act of 1933, as amended, under Section 4(2) of that Act.

For the fiscal year ended December 31, 2007, we did not issue any warrants to purchase shares of common stock.

	PAGE

Report of Independent Registered Public Accounting Firm	33

Balance Sheet as of December 31, 2007	34

Statements of Operations for the years ended December 31, 2007 and 2006	35

Statement of Changes in Shareholders Equity for the years ended December 31, 2007 and 2006	36

Statements of Cash Flows for the years ended December 31, 2007 and 2006	37

Notes to Financial Statements	38

Tree Top Industries, Inc.
CONSOLIDATED BALANCE SHEETS


			DECEMBER 31,	DECEMBER 31,
			2007	2006


ASSETS

Current Assets:
Cash		$	435,858	$ 30,578
Other receivable			6,400	-

	Total Current Assets		442,258	30,578

Fixed Assets, net of accumulated depreciation			71,973	-

Goodwill			1,007,000	-

Security deposits			12,424	-

Total Assets		$	1,533,655	$ 30,578


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
Accounts payable		$	363,451	$ 338,530
Accrued expenses			344,591	30,031
Accrued interest payable			45,560	38,630
Due to related party			-	1,200
Due to officers and directors			170,367	130,765
Notes payable			113,000	113,000

	Total Current Liabilities		1,036,969	652,156

Total Liabilities			1,036,969	652,156

Commitments			-	-

Stockholders' Equity (Deficit):
Preferred stock, $.0001 par value, 50,000 authorized ,
no shares issued and outstanding			-	-
Common stock, $.0001 par value, 350,000,000 and $.001 par
par value, 75,000,000 shares authorized, 72,327,791 and 987,791
shares issued and outstanding, for 2007 and 2006, respectivley			7,233	988
Additional paid-in capital			77,230,945	14,790,182
Accumulated deficit			(76,741,492)	(15,412,748)

	Total Stockholders' Equity (Deficit)		496,686	(621,578)

Total Liabilities and Stockholders' Deficit		$	1,533,655	$ 30,578


The accompanying notes are an integral part of these financial statements


Tree Top Industries Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006


		2007			2006


Service income		$	120,000		$	33,401

Operating expenses
General, selling and administrative expenses			312,688			121,775
Consulting			1,494,298			140,000
Officer's compensation			2,704,710			525,000
Professional fees			524,828			41,578

	Total operating expenses		5,036,524			828,353

Operating loss			(4,916,524	)		(794,952	)

Other Income (Expense):
Goodwill impairment			(56,398,769	)		-
Interest income			848			-
Financing costs			-			(148,833	)
Interest expense			(14,299	)		(11,756	)

	Total Other Income (Expense)		(56,412,220	)		(160,589	)

Loss before income taxes			(61,328,744	)		(955,541	)

Income taxes			-			-

Net Loss		$	(61,328,744	)	$	(955,541	)



Earnings (loss) per share:
Basic and diluted earnings (loss)		$	(4.86	)	$	(2.18	)

Weighted average common shares outstanding:
Basic and diluted			12,627,928			438,803





The accompanying notes are an integral part of these financial statements


Tree Top Industries Inc.

Consolidated Statements of Stockholders' Equity (Deficit) From January 1, 2006 through December 31, 2007


	Common Stock					Additional		Retained			Total
			Par			Paid In		Earnings			Stockholder's
	Shares		Value			Capital		(Deficit)			Equity (Deficit)

Balance as at 1/1/2006		252,791	$	253.00		$	13,845,917	$	(14,457,207	)	$	(611,037	)

Shares issued for services
at $1.00 per share		525,000		525			524,475		-			525,000

Shares issued for services
at $2.00 per share		70,000		70			139,930					140,000

Shares issued in repayment of note
payable, accrued interest and
financing costs		100,000		100			199,900					200,000

Shares issued for services
at $2.00 per share		40,000		40			79,960					80,000

Net Loss for year ended December 31, 2006									(955,541	)		(955,541	)

Balance as at 12/31/2006		987,791		988			14,790,182		(15,412,748	)		(621,578	)

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

Stock options issued for $0.10 per share							200,000					200,000

Stock options issued for services at $0.84 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 acquisition at $0.85 per share		68,000,000		68,000			57,732,000					57,800,000

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

Change in par value of common stock from .001 to .0001				(65,095	)		65,095					-

Net Loss for year ended December 31, 2007									(61,328,744	)		(61,328,744	)


		72,327,791	$	7,233		$	77,230,945	$	(76,741,492	)	$	496,686

The accompanying notes are an integral part of these financial statements

Tree Top Industries Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

	2007			2006

Cash Flows from Operating activities:
Net loss	$	(61,328,744	)	$	(955,541	)
Adjustments to reconcile net loss to net cash
used in operating activities:
Goodwill impairment		56,398,769			-
Stock based compensation		4,322,008			745,000
Stock issued for financing costs					148,833
Depreciation expense		1,462			-
Changes in operating assets and liabilities
Increase (decrease) in prepaid expenses and other current assets		15,853			-
Increase (decrease) in accounts payable		24,921			(9,489	)
Increase (decrease) in accrued expenses		307,998			14,782
Increase (decrease) in accrued interest payable		6,930			9,933

Net cash provided by (used in) operating activities		(250,803	)		(46,482	)

Cash Flows from Investing Activities
Cash acquired in purchase of business		551,461			-
Cash paid for miscellaneous loan		(6,400	)		-
Purchase of fixed assets		(58,545	)		-

Net cash provided by financing activities		486,516			-


Cash Flows from Financing Activities
Cash received for stock options		325,000			-
Proceeds from notes payable		-			50,000
Repayment of loan from related party		(1,200	)		-
Proceeds from loans from officers and directors		441,667			27,060
Repayments of due to officers and directors		(595,900	)		-

Net cash provided by financing activities		169,567			77,060

Increase in cash		405,280			30,578

Cash, beginning of year		30,578			-

Cash, end of year	$	435,858		$	30,578


Schedule of noncash activities:
Issuance of common stock for note payable and accrued interest		-		$	51,167

Stock issued for purchase of subsidiary	$	57,800,000		$	-

Supplemental Disclosures of Cash Flow Information:

Cash paid during year for:
Interest	$	7,368		$	-

Income Taxes	$	-		$	-



The accompanying notes are an integral part of these financial statements

	•		fees for transit bandwidth provided by network operators;

	•		fees paid for the lease of private line capacity for our backbone and metro fiber rings to inter-connect our delivery zones;

	•		fees paid for co-location services, which are the housing, electric and cooling of servers and other equipment in third-party data centers;

	•		network operations employee costs, including stock-based compensation expense; and

	•		costs associated with third party software licenses.

	•		payroll and related costs, including stock-based compensation expense for executive, finance, business applications, human resources and other administrative personnel;

	•		fees for professional services and litigation expenses; and

	•		other expenses such as insurance, allowance for doubtful accounts, travel and corporate office rent.

	For the Years Ended
	December 31,
	2007				2006

Basic Earnings per share:
Income (Loss) (numerator)		$	(61,328,744	)		$	(955,541	)
Shares (denominator)			12,627,928				438,803
Per Share Amount		$	(4.86	)		$	(2.18	)

Cash	$	551,461
Other current assets		15,853
Property and equipment		14,890
Goodwill		57,405,769
Security deposits		12,424
Accounts payable and accrued expenses		(8,257	)
Amounts due to related party		(192,140	)

	$	57,800,000


Fixed assets consist of the following:

	December 31,
	2007			2006

Computer equipment	$	57,935		$	-
Office equipment		2,600			-
Telephone equipment		12,900			-
		73,435			-
		(1,462	)		-
	$	71,973		$	-


Depreciation expense was $1,462 in 2007 and none in 2006.

A summary of our stock option activity is as follows for the years ended December 31, 2007 and 2006:

										Weighted Average
					Range of			Weighted		Remaining
					Exercise			Average		Contractual
					Prices			Exercise		Life
		Shares			Per Share			Price		(Years)


Options Outstanding at December 31, 2005			535,000		$	0.50-$2.00		$	0.98		4.96
Granted			-			-			-
Exercised			-			-			-
Expired			(260,000	)		-			0.98

Options outstanding at December 31, 2006			275,000		$	1.00-$ 2.00			1.00		2.60

Granted			3,200,000					$	0.36
Exercised			(500,000	)				$	0.25
Expired			-

Options outstanding at December 31, 2007			2,975,000		$	0.25- $2.00		$	0.47	$	3.45


Our information with respect to stock options outstanding at December 31, 2007 is as follows:

					Weighted
					Average			Weighted
					Remaining			Average		Aggregate
		Number			Contractual			Exercise		Intrinsic
Range of Exercise Prices		Outstanding			Term (Years)			Price		Value
$	0.25 - $0.55		275,000			1.60		$	1.36		862,500
$	1.00 - $2.00		2,700,000			3.64		$	0.38		11,115,000


The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (difference between our
closing stock price as of December 31, 2007 and the exercise price mulitiplied by in-the-money options) that
that would have been received by the option holders had all option holders had exercised their options
on December 31, 2007. This amount changes based on the fair market value of our stock. Total intrinsic
value of options exercised for 2007 and 2006 was $1,650,000 and $ -0-, respectively.



		Date Options			Number of			Exercise		Date
Options outstanding		Granted			Options			Price		Expire
		08/31/99				175,000			1.00	7/31/2009
		01/24/00				100,000			2.00	8/17/2009
Outstanding at 12/31/06						275,000
		10/01/07				2,000,000			0.25	9/30/2010
		11/01/07				1,200,000			0.55	10/1/2012
Exercised		10/01/07				(500,000	)		0.25
Outstanding at 12/31/07						2,975,000


Summary by Expiration Date at:				12/31/2007
					Remaining				Remaining
Number of		Exercise		Date	Contractual				Contractual		Weighted		Weighted
Options		Price		Expire	Life in Days		In Years		Weighted		Exercise Price		Intrinsic Value

	175,000	$	1.00	7/31/2009		578		1.58		277,123		175,000		612,500
	100,000	$	2.00	8/17/2009		595		1.63		163,014		200,000		250,000
	1,500,000	$	0.25	9/30/2010		1,004		2.75		4,126,027		375,000		6,375,000
	1,200,000	$	0.55	10/1/2012		1,736		4.76		5,707,397		660,000		4,740,000
	2,975,000
				12/31/2007	Wt Avg Remaining Life			3.45	Wt Avg Exercise Price		$	0.47

Name and Principal Position	Year	Salary			Bonus		Stock Awards			Option Awards			Non-Equity Incentive Plan Compensation		Non-Qualified Deferred Compensation Earnings		All Other Compensation			Total

David Reichman,	2007	$	62,500	(1)	$	240,000	$	2,267,500	(2)	$	126,210	(2)	$	0	$	0	$	7,500	(3)	$	2,712,210
Chief Executive Officer, President, and Chief Financial Officer

Christopher Cecil,	2007	$	4,000		$	0	$	0		$	0		$	0	$	0	$	0		$	4,000
Chief Executive Officer of Ludicrous

Name	Title	Number of Options Granted	Exercise Price	Vesting Schedule	Expiration Date

David Reichman	Chief Executive Officer and President	1,200,000	$0.55	50,000: 10/1/07 50,000: 11/1/07 50,000: 12/1/07 50,000: 01/1/08 50,000: 02/1/08 50,000: 03/1/08 50,000: 04/1/08 50,000: 05/1/08 50,000: 06/1/08 50,000: 07/1/08 50,000: 08/1/08 50,000: 09/1/08 50,000: 10/1/08 50,000: 11/1/08 50,000: 12/1/08 50,000: 01/1/09 50,000: 02/1/09 50,000: 03/1/09 50,000: 04/1/09 50,000: 05/1/09 50,000: 06/1/09 50,000: 07/1/09 50,000: 08/1/09 50,000: 09/1/09	October 1, 2012

David Reichman	Chief Executive Officer and President	250,000	$4.50	10,417: 01/1/08 10,417: 02/1/08 10,417: 03/1/08 10,417: 04/1/08 10,417: 05/1/08 10,417: 06/1/08 10,417: 07/1/08 10,417: 08/1/08 10,417: 09/1/08 10,417: 10/1/08 10,417: 11/1/08 10,417: 12/1/08 10,417: 01/1/09 10,417: 02/1/09 10,417: 03/1/09 10,417: 04/1/09 10,417: 05/1/09 10,417: 06/1/09 10,417: 07/1/09 10,417: 08/1/09 10,417: 09/1/09 10,417: 10/1/09 10,417: 11/1/09 10,409: 12/1/09	December 6, 2017


Michael Valle	Director	250,000	$4.50	10,417: 01/1/08 10,417: 02/1/08 10,417: 03/1/08 10,417: 04/1/08 10,417: 05/1/08 10,417: 06/1/08 10,417: 07/1/08 10,417: 08/1/08 10,417: 09/1/08 10,417: 10/1/08 10,417: 11/1/08 10,417: 12/1/08 10,417: 01/1/09 10,417: 02/1/09 10,417: 03/1/09 10,417: 04/1/09 10,417: 05/1/09 10,417: 06/1/09 10,417: 07/1/09 10,417: 08/1/09 10,417: 09/1/09 10,417: 10/1/09 10,417: 11/1/09 10,409: 12/1/09	December 6, 2017

Frank Benintendo	Director	250,000	$4.50	10,417: 01/1/08 10,417: 02/1/08 10,417: 03/1/08 10,417: 04/1/08 10,417: 05/1/08 10,417: 06/1/08 10,417: 07/1/08 10,417: 08/1/08 10,417: 09/1/08 10,417: 10/1/08 10,417: 11/1/08 10,417: 12/1/08 10,417: 01/1/09 10,417: 02/1/09 10,417: 03/1/09 10,417: 04/1/09 10,417: 05/1/09 10,417: 06/1/09 10,417: 07/1/09 10,417: 08/1/09 10,417: 09/1/09 10,417: 10/1/09 10,417: 11/1/09 10,409: 12/1/09	December 6, 2017


Don Gilbert	Director	250,000	$4.50	10,417: 01/1/08 10,417: 02/1/08 10,417: 03/1/08 10,417: 04/1/08 10,417: 05/1/08 10,417: 06/1/08 10,417: 07/1/08 10,417: 08/1/08 10,417: 09/1/08 10,417: 10/1/08 10,417: 11/1/08 10,417: 12/1/08 10,417: 01/1/09 10,417: 02/1/09 10,417: 03/1/09 10,417: 04/1/09 10,417: 05/1/09 10,417: 06/1/09 10,417: 07/1/09 10,417: 08/1/09 10,417: 09/1/09 10,417: 10/1/09 10,417: 11/1/09 10,409: 12/1/09	December 6, 2017

DIRECTOR COMPENSATION
Name	Fees Earned or Paid in Cash		Stock Awards			Option Awards			Non-Equity Incentive Plan Compensation		Non-Qualified Deferred Compensation Earnings		All Other Compensation		Total
David Reichman	$	0	$	2,276,500	(1)	$	126,210	(1)	$	0	$	0	$	0	$	2,402,710	(2)
Frank Benintendo	$	0	$	108,500	(1)	$	0	(1)	$	0	$	0	$	0	$	108,500
Michael Valle	$	0	$	108,500	(1)	$	0	(1)	$	0	$	0	$	0	$	108,500
Don Gilbert	$	0	$	108,500	(1)	$	0	(1)	$	0	$	0	$	0	$	108,500

Name and Title of Beneficial Owner	Number of Shares Beneficially Owned(1)	Percentage Ownership

David Reichman, Chairman, President, and Chief Executive Officer	71,690,747(2)	98.2%

Michael Valle, Director	112,502(3)	*

Frank Benintendo, Director	112,502(3)	*

Don Gilbert, Director	92,502(3)	*

Directors and executive officers as a group (4 persons)	71,998,253	98.6%
-----------------------------------------

Exhibit		Description
14.1		Code of Conduct
31.1		Section 302 Certification
32.1		Section 906 Certification

	2007		2006

Audit Fees(1)	$	21,500	$	17,500
Audit Related Fees	$	0	$	0
Tax Fees(2)	$	0	$	0
All Other Fees	$	0	$	0
	$	21,500	$	17,500

-------------------------------

(1)	Audit Fees consist of fees for the audit of our financial statements and review of the financial statements included in our quarterly reports.

Dated: April 14, 2008	TREE TOP INDUSTRIES, INC.

	By: \s\ David Reichman
	David Reichman, Chairman of the Board,
	Chief Executive Officer, President, and Chief Financial Officer