-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WLtJKaYKSXkOt/HQck6XUgqSZx1BvO3t6xLGukEzQbL6gjTSYd34rmTAVLZYBznd myVYOjuseNlNdzRdOfcw0Q== 0001144204-04-017912.txt : 20041108 0001144204-04-017912.hdr.sgml : 20041108 20041108131313 ACCESSION NUMBER: 0001144204-04-017912 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20041108 DATE AS OF CHANGE: 20041108 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOHEALTH MD INC CENTRAL INDEX KEY: 0000356590 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 830250943 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-10210 FILM NUMBER: 041124978 BUSINESS ADDRESS: STREET 1: 666 FIFTH AVENUE-SUITE 302 CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: 2125544111 MAIL ADDRESS: STREET 1: 666 FIFTH AVENUE-SUITE 302 CITY: NEW YORK STATE: NY ZIP: 10103 FORMER COMPANY: FORMER CONFORMED NAME: NUGGET EXPLORATION INC DATE OF NAME CHANGE: 19920703 10QSB 1 v08231.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB |X| Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2004 |_| Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ______to ______ Commission file number: 001-10382 TREE TOP INDUSTRIES, INC. (f/k/a GoHealth.MD, Inc.) -------------------------------------------------------------------- (Exact name of Registrant as Specified in its Charter) NEVADA 83-0250943 - ------------------------------------ ---------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 666 Fifth Avenue, Suite 302, New York, NY 10103 - ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (212) 554-4111 --------------------------------------------------------------- (Registrant's telephone number, including area code) 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 past 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of November 3, 2004, there were 23,879,117 shares of common stock outstanding. TREE TOP INDUSTRIES, INC. FORM 10-QSB FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2004 INDEX
Page Number --------- PART I. FINANCIAL INFORMATION 2 Item 1. Financial Statements 2 Unaudited Balance Sheet - September 30, 2004 2 Unaudited Statements of Operations - Three and Nine Months Ended June 30, 2004 and 2003 3 Unaudited Statements of Cash Flows- Nine Months Ended June 30, 2004 and 2003 4 Notes to Financial Statements 5 - 8 Item 2. Management's Discussion and Analysis 9 or Plan of Operations Item 3. Controls and Procedures 15 PART II. OTHER INFORMATION 15 Item 1. Legal Proceedings 15 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15 Item 3. Defaults Upon Senior Securities 15 Item 4. Submission of Matters to a Vote of Security Holders 15 Item 5. Other Information 15 Item 6. Exhibits and Reports on Form 8-K 16 Exhibits. Exhibit 31 - Certification of Principal Executive and Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Exhibit 32 - Certification of Principal Executive and Financial Officer Pursuant to 18 U.S.C Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. SIGNATURES 17
PART I. FINANCIAL INFORMATION Item 1. Financial Statements TREE TOP INDUSTRIES, INC. (Formerly GOHEALTH.MD, INC.) CONSOLIDATED BALANCE SHEETS
September 30, December 31, ASSETS 2004 2003* - ------ ------------ ------------ (Unaudited) (Audited) Current Assets: Cash $ -- $ -- ------------ ------------ Total Current Assets $ -- $ -- ------------ ------------ TOTAL ASSETS $ -- $ -- ------------ ------------ ------------ ------------ LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities: Notes payable $ 113,000 $ 113,000 Accounts payable 330,824 331,309 Accrued expenses 15,250 19,000 Accrued interest payable 20,752 15,284 Due to related party 1,200 1,200 Due to officers and directors 63,860 35,553 ------------ ------------ Total Current Liabilities 544,886 515,346 ------------ ------------ Stockholders' Equity (Deficit): Common stock ($.001 par value, 75,000,000 shares authorized, 23,879,117 shares issued and out- standing at September 30, 2004 and 17,879,117 at December 31, 2003 23,879 17,879 Additional paid-in capital 13,812,291 13,224,291 Retained earnings (deficit) (14,381,056) (13,757,516) ------------ ------------ Total Stockholders' Equity (Deficit) (544,886) (515,346) ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ -- $ -- ------------ ------------ ------------ ------------
- ---------- *Restated for change in par value of common stock from $.01 to $.001 per share, and for increase in total authorized shares to 75 million from 25 million. The accompanying notes are an integral part of these financial statements 2 TREE TOP INDUSTRIES, INC. (Formerly GOHEALTH.MD, INC.) CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
For the Three Months Ended For the Nine Months Ended September 30, September 30, September 30, September 30, 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Revenues $ -- $ -- $ -- $ -- ------------ ------------ ------------ ------------ Cost of Revenues -- -- -- -- ------------ ------------ ------------ ------------ Gross Profit -- -- -- -- ------------ ------------ ------------ ------------ Other Expenses: General and administrative 6,264 2,509 24,072 9,274 Directors' and officer's compensation 100,000 -- 544,000 -- Consulting Fees 50,000 -- 50,000 -- Interest expense, net 1,823 1,822 5,468 5,467 ------------ ------------ ------------ ------------ Total Other Expenses 158,087 4,331 623,540 14,741 ------------ ------------ ------------ ------------ Net Loss $ (158,087) $ (4,331) $ (623,540) $ (14,741) ============ ============ ============ ============ Loss per Share: Basic and diluted loss per share $ (0.01) $ -- $ (0.03) $ -- ============ ============ ============ ============ Basic and diluted weighted average common shares outstanding 21,303,026 17,879,117 19,703,289 15,738,006 ============ ============ ============ ============
The accompanying notes are an integral part of these financial statements. 3 TREE TOP INDUSTRIES, INC. (Formerly GOHEALTH.MD, INC.) CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
- -------------------------------------------------------------------------------------------- For the Nine Months Ended - -------------------------------------------------------------------------------------------- September 30, September 30, - -------------------------------------------------------------------------------------------- 2004 2003 --------- --------- Cash Flows from Operating Activities: - -------------------------------------------------------------------------------------------- Net loss $(623,540) $ (14,741) - -------------------------------------------------------------------------------------------- Adjustments to reconcile net loss to net - -------------------------------------------------------------------------------------------- cash used in operating activities: - -------------------------------------------------------------------------------------------- Issuance of stock for services 50,000 440 - -------------------------------------------------------------------------------------------- Issuance of stock for compensation of officers and directors 544,000 -- - -------------------------------------------------------------------------------------------- Changes in assets and liabilities: - -------------------------------------------------------------------------------------------- Increase (decrease) in accounts payable (485) 326 - -------------------------------------------------------------------------------------------- Increase (decrease) in accrued expenses (3,750) 6,898 - -------------------------------------------------------------------------------------------- Increase in accrued interest payable 5,468 5,468 - -------------------------------------------------------------------------------------------- Net cash used in operating activities (28,307) (1,609) --------- --------- - -------------------------------------------------------------------------------------------- Cash Flows from Investing Activities: - -------------------------------------------------------------------------------------------- Net cash provided by investing activities -- -- - -------------------------------------------------------------------------------------------- Cash Flows from Financing Activities: - -------------------------------------------------------------------------------------------- Proceeds of loans from officers and directors 28,307 1,609 - -------------------------------------------------------------------------------------------- directors - -------------------------------------------------------------------------------------------- Payments on amounts due to officers and directors -- -- --------- --------- - -------------------------------------------------------------------------------------------- Net cash provided by financing activities 28,307 1,609 --------- --------- - -------------------------------------------------------------------------------------------- Net Increase (Decrease) in Cash -- -- - -------------------------------------------------------------------------------------------- Cash, beginning of period -- 1,380 --------- --------- - -------------------------------------------------------------------------------------------- Cash, end of period -- $ 1,380 --------- --------- - -------------------------------------------------------------------------------------------- Supplemental Disclosures of Cash Flow Information: - -------------------------------------------------------------------------------------------- Cash paid during the period for: - -------------------------------------------------------------------------------------------- Interest $ -- $ -- --------- --------- - -------------------------------------------------------------------------------------------- Taxes $ -- $ -- --------- --------- - -------------------------------------------------------------------------------------------- Supplemental Disclosures of Noncash Investing - -------------------------------------------------------------------------------------------- and Financing Activities: - -------------------------------------------------------------------------------------------- Issuance of common stock to CEO in - -------------------------------------------------------------------------------------------- exchange for his payment of - -------------------------------------------------------------------------------------------- accounts payable and accrued expenses $ -- $ 41,385 - --------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements. 4 TREE TOP INDUSTRIES, INC. (FORMERLY GOHEALTH.MD, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2004 1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business On July 30, 2004 by resolution of the Board of Directors, the name of the Company was changed from GoHealth.MD Inc. to Tree Top Industries, Inc., the number of shares of common stock the Company is authorized to issue was increased to 75 million from 25 million, and the par value of the common stock was changed from $.01 to $.001 per share. The financial statements for the periods presented in this quarterly report reflect these events. GoHealth.MD, Inc. ("GoHealth" or "Company"), was incorporated under the laws of the State of Delaware on February 23, 1999. From its inception the Company was engaged in the Internet advertising industry, but never achieved operations. The Company has been attempting to identify and negotiate with a business target for the merger of that entity with and into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that the Company will be successful in identifying or negotiating with any target company. The Company could provide a means for a foreign or domestic private company to become a reporting (public) company whose securities would be qualified for trading in the United States secondary market. On November 10, 1999, GoHealth and a wholly-owned subsidiary Nugget Exploration, Inc. (a publicly traded Nevada corporation) completed a planned Stock Exchange Agreement and Plan of Merger. Under the terms of the agreement, GoHealth became a wholly-owned subsidiary of Nugget Exploration Inc. and the wholly-owned subsidiary of Nugget merged with and into GoHealth. The stockholders of GoHealth received one share of common stock of Nugget for each share of GoHealth common stock held, resulting in the current stockholders of GoHealth owning approximately 81% of Nugget common stock. The merger was accounted for as a purchase. However, since the stockholders of GoHealth own approximately 81% of Nugget outstanding shares, and therefore have control, they were deemed to be the acquirer and no step up in basis was reflected and no goodwill was recorded by the company. This accounting treatment is in accordance with the Securities and Exchange Commission staff's view that the acquisition by a public shell of assets of a business from a private company for a significant number of shares should be accounted for at historical costs and accounted for as a reverse merger. Concurrent with this transaction, Nugget Exploration changed its name to GoHealth.MD Inc. As disclosed in the Annual Report on Form 10-KSB for the year ended December 31, 2003, and to date, the Company has experienced significant operating losses, has a stockholders' deficit and negative working capital. Therefore, its ability to continue as a going concern is uncertain and is dependent upon its ability to raise additional financing to meet operating expenses, and its ability to negotiate settlements with creditors to reduce amounts owed to them, and to extend terms upon which they will be paid. It is uncertain if the Company will be successful in raising such financing or negotiating such settlements with its creditors. 5 TREE TOP INDUSTRIES, INC. (FORMERLY GOHEALTH.MD, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2004 (Continued) 1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Principles of Consolidation The accompanying financial statements consolidate the accounts of the parent company and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation. Earnings (Loss) Per Share The Company calculates earnings (loss) per share in accordance with SFAS No. 128, "Computation of Earnings Per Share," and SEC Staff Accounting Bulletin No. 98. Accordingly, basic earnings per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. Common equivalent shares consist of the incremental common shares issuable upon the conversion of the Preferred Stock (using the if-converted method) and shares issuable upon the exercise of stock options (using the treasury stock method); common equivalent shares are excluded from the calculation if their effect is anti-dilutive. Stock-Based Compensation The Company has elected to follow Accounting Principles Board Opinion No. 25, (APB 25) "Accounting for Stock Issued to Employees" in accounting for its employee stock option plans. Under APB 25, when the exercise price of the Company's employee stock options equals or is above the market price of the underlying stock on the date of grant, no compensation expense is recognized. In accounting for options granted to persons other than employees, the provisions of Financial Accounting Standards Board Statement No. 123 (SFAS 123), "Accounting for Stock Based- Compensation" are applied in accordance with SFAS 123 at the fair value of these options. In December 2002, Statement of Financial Accounting Standards No. 148 was issued (SFAS 148), "Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment of FASB Statement No. 123." SFAS 148 amends SFAS 123 to require a more prominent and tabular disclosure of pro-forma results required by SFAS 123. No stock options were issued during the periods presented in these financial statements. Therefore, the net loss as reported for these periods and the pro-forma loss arising from stock-based compensation expense determined under the fair value method is the same. 6 TREE TOP INDUSTRIES, INC. (FORMERLY GOHEALTH.MD, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2004 (Continued) 1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Reclassifications and Restatements Certain reclassifications have been made to the prior period balances to conform to the current period's presentation. The common stock and additional paid-in capital as reflected on the December 31, 2003 balance sheet is restated to reflect the change in par value of the common stock from $.01 to $.001 per share. 2. INTERIM PRESENTATION The December 31, 2003 balance sheet (as restated) was derived from audited financial statements but does not include all disclosures required by generally accepted accounting principles. In the opinion of management, the accompanying unaudited financial statements contain all normal and recurring adjustments necessary to present fairly the financial position of the Company as of September 30, 2004, the results of its operations for the three months and nine months ended September 30, 2004 and 2003 and its cash flows for the nine months ended September 30, 2004 and 2003. The statements of operations for the three months and nine months ended September 30, 2004 and 2003 are not necessarily indicative of results for the full year The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. While the Company believes that the disclosures presented are adequate to make the information not misleading, these financial statements should be read in conjunction with the financial statements and accompanying notes included in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2003. 3. STATEMENTS OF OPERATIONS Fees incurred for services required for the Company to meet its public reporting requirements of approximately $3,500 and $16,500 are included in general and administrative expense for the three months and nine months ended September 30, 2004, respectively. Of these amounts approximately $13,000 was paid on April 9, 2004 by David Reichman, Chief Executive Officer, Chairman and a stockholder, through his transfer of 25,000 free-trading shares of common stock of the Company from his personal holdings to the provider of the services. Approximately $4,000 was recognized in the first quarter of the current fiscal year and approximately $9,000 was recognized in the second quarter. 7 TREE TOP INDUSTRIES, INC. (FORMERLY GOHEALTH.MD, INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS SEPTEMBER 30, 2004 (Continued) 4. NOTES PAYABLE Notes payable is comprised of the following:
September 30, December 31, 2004 2003 -------- -------- Payable to Facts and Comparisons due September 1, 2002, with interest accrued at 6% per annum, unsecured, in settlement of a trade payable; unpaid to date $ 18,000 $ 18,000 Payable to Luckysurf.com due September 12, 2002 with interest accrued at 6% per annum, unsecured, in settement of a trade payable; unpaid to date 30,000 30,000 Payable to Michael Marks ( a stockholder) due August 31, 2000 with interest accrued at 5% per annum, unsecured; unpaid to date 25,000 25,000 Payable to Steven Goldberg ( a former consultant) due July 10, 2002, unsecured with interest of 7% accrued if unpaid at due date, in settlement of a liability; unpaid to date 40,000 40,000 -------- -------- $113,000 $113,000 ======== ========
5. STOCKHOLDER TRANSACTIONS The amount due to officers and directors are due to David Reichman, Chairman, President, Chief Executive Officer, director and stockholder for $51,860, and Gary Crooks, Vice President, director and stockholder for $12,000. These are non-interest bearing loans that are due on demand, and were advanced to enable the Company to meet its normal and recurring obligations. 6. STOCKHOLDERS' EQUITY On July 30, 2004, the Board of Directors authorized the issuance of 1 million shares to each of David Reichman, Chairman, Chief Executive Officer, and stockholder, Gary Crooks, Vice President, director and stockholder, and Anthony Fiordalisi, director and stockholder, as compensation for services rendered to the Company for the period May 1, 2003 through April 30, 2004. The Board of Directors also authorized setting the maximum number of directors at seven members. On September 17, 2004, the Board of Directors authorized the issuance of 1 million shares to each of Frank Benintendo and Mike Valle as compensation for accepting appointment to the Board of Directors and 1 million shares to a consultant for services rendered. 8 Item 2. Management's Discussion and Analysis or Plan of Operations The following discussion of the financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes to the statements included elsewhere in this Report. DESCRIPTION OF BUSINESS Background On July 24, 1980, Western Exploration and Mining Company was incorporated under the laws of the State of Nevada. On February 5, 1981, the name was changed to Nugget Exploration, Inc. This entity had a wholly owned subsidiary, Nugget Holding Co. On February 23, 1999, GoHealth.MD, Inc. ("GoHealth"), was incorporated under the laws of the State of Delaware. On November 10, 1999, Nugget Holding Company merged into GoHealth (the "Merger"). As a result of the Merger, GoHealth became a wholly-owned subsidiary of Nugget Exploration, Inc. Pursuant to the Merger, the shareholders of the Company received 81% of the outstanding common stock of Nugget Exploration, Inc. The accounting year was subsequently changed to the calendar year from a May 31st fiscal year. On January 19, 2000, Nugget Exploration Inc. changed its name to GoHealth.MD, Inc. (the "Company"). Nature of Business For the quarter ending September 30, 2004, the Company did not conduct any significant business. Business Strategy The Company's primary objective is to identify, and negotiate with a business target(s) for the merger of that entity(ies) with and into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that the Company will be successful in identifying or negotiating with any target company. The Company would provide a means for a foreign or domestic private company to become a reporting (public) company whose securities would be qualified in the U.S. secondary capital market. However, since inception on February 23, 1999, and through September 30, 2004, the Company has sustained losses totaling $14,381,056. It has a working capital deficit at September 30, 2004 of $544,886 and revenue generated from advertising and sales of domain names have totaled only $49,462. In order to continue to finance operations the Company will need to continue to receive funds from the exercise of options and warrants, through other equity or debt financing or through successfully negotiating a merger with an operating company. There can be no assurance that the Company will continue to receive any proceeds from these sources or that a merger candidate can be identified and an agreement negotiated. 9 Critical Accounting Policies and Estimates This Management's Discussion and Analysis of Financial Condition and Results of Operations, as well as disclosures included elsewhere in this Form 10-QSB are based upon our unaudited consolidated financial statements, which 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 that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingencies. On an on-going basis, we evaluate the estimates used, including those related to inventory valuation, impairment of tangible and intangible assets if applicable, accruals, contingencies and litigation. We base our estimates on historical experience, current conditions and on various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources, as well as identifying and assessing our accounting treatment with respect to commitments and contingencies. Actual results may differ from these estimates under different assumptions or conditions. Results of Operations Three Months Ended September 30, 2004, compared to Three Months Ended September 30, 2004. The Company generated revenues of $-0- for the three months ended September 30, 2004, and $-0- for the three months ended September 30, 2003. The Company had a gross profit of $-0- for the three months ended September 30, 2004, and $-0- for the three months ended September 30, 2003. For the three months ended September 30, 2004, expenses totaled $158,087 compared with $4,331 for the three months ended September 30, 2003. The increase in expenses of $153,756 was primarily due to consulting fees and the recognition of directors' and officers' compensation of $100,000 which was authorized by the Board of Directors in the current quarter, that was not authorized in the prior year period. Nine Months Ended September 30, 2004, compared to Nine Months Ended September 30, 2003 The Company generated revenues and gross profit of $-0- for the nine months ended September 30, 2004 and 2003. For the nine months ended September 30, 2004 expenses totaled $623,540 compared with $14,741 for nine months ended September 30, 2003. The increase in expenses of $608,799 was primarily due to the recognition of directors' and officers' compensation of $544,000 which was authorized by the Board of Directors in this year to date period, that was not authorized in the prior year period. As a result of the foregoing the Company had a net loss of $158,087 for the three months and $623,540 for the nine months ended September 30, 2004, respectively. 10 Liquidity and Capital Resources As of September 30, 2004, the Company had a working capital deficit of $544,886. In order to continue to finance operations, the Company will need to receive funds from the exercise of outstanding warrants and options or through other equity or debt financing, including continued funding from the Chairman and Chief Executive Officer. There can be no assurance that the Company will receive any proceeds from the exercise of warrants or options, or the Chairman will continue to lend funds to the Company, or that the Company will be able to obtain the necessary funds elsewhere to fund operations. Since inception, the Company has financed operations primarily through equity and debt financing, rather than operations. For the nine months ended September 30, 2004, the Company received proceeds in the amount of $28,307 through the receipt of monies advanced by David Reichman, Chairman, Chief Executive Officer and a director in the form of loans. These amounts were used in operations. As a result of the financing and operational activities described above, for the nine months ended September 30, 2004, cash at the end of the period was $-0-. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements. FORWARD-LOOKING STATEMENTS This report contains certain forward-looking statements which involve substantial risks and uncertainties. These forward-looking statements can generally be identified because the context of the statement includes words such as "may," "will," "except," "anticipate," "intend," "estimate," "continue," "believe," or other similar words. Similarly, statements that describe our future plans, objectives and goals are also forward-looking statements. Factual results, performance or achievements could differ materially from those expressed or implied in these forward-looking statements as a result of certain factors, including those listed in "Risk Factors" and elsewhere in this report. ITEM 3. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer/Principal Financial Officer has reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 240.13a-14(c) and 15d-14(c)) as of a date within 90 days before the filing date of this quarterly report. Based on that evaluation, they have concluded that our current disclosure controls and procedures are effective in providing the material information required to be disclosed in the reports we file or submit under the Exchange Act. 11 Changes in Internal Controls. There have been no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date we carried out this evaluation. PART II. OTHER INFORMATION ITEM 1. Legal Proceedings. There were no changes from the litigation previously reported in our Quarterly Report on Form 10-QSB for the quarter ended June 30, 2004. ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds. On July 30, 2004, the Board of Directors authorized the issuance of 1 million shares to each of David Reichman, Chairman, Chief Executive Officer and a director, Gary Crooks, Vice President and a director, and Anthony Fiordalisi, a director, as compensation for services rendered to the Company for the period May 1, 2003 through April 30, 2004. These shares were granted under an exemption provided by Section 4(2) of the Securities Act of 1933, as an offer and sale of securities not involving a public offering. On September 17, 2004, the Board of Directors authorized the issuance of 1 million shares to each of Frank Benintendo and Mike Valle as compensation for accepting appointment to the Board of Directors and 1 million shares to a consultant for services rendered. These shares were granted under an exemption provided by Section 4(2) of the Securities Act of 1933, as an offer and sale of securities not involving a public offering. The Company has not purchased any shares during the third quarter of 2004, whether through a publicly announced plan or program or otherwise. ITEM 3. Defaults upon Senior Securities. None. ITEM 4. Submission of Matters to a Vote of Security Holders. On August 29, 2004, the shareholders of the Company authorized the change in the name of the Company from "GoHealth.MD, Inc." to "Tree Top Industries, Inc.", as well as increase its authorized common stock from 25,000,000 to 75,000,000 shares and decrease the par value of such common stock from $.01 to $.001 per share. ITEM 5. Other Information. On July 30, 2004, the Board of Directors of the Company authorized the change in the name of the Company from "GoHealth.MD, Inc." to "Tree Top Industries, Inc.", as well as increase its authorized common stock from 25,000,000 to 75,000,000 shares and decrease the par value of such common stock from $.01 to $.001 per share. Also, the Board of Directors authorized an increase in the Board of Directors to seven members. The name change and capitalization change requires an amendment to the Corporation's articles of incorporation, which was approved by written consent of a majority of the outstanding shareholders of the Corporation in accordance with Nevada law. 12 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: Exhibit 31- Certification of President, Chief Executive Officer and Chief Executive Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934. Exhibit 32 - Certification of President, Chief Executive Officer and Chief Executive Officer Pursuant to 18 U.S.C. ss. 1350, as Adopted Pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002. (b) Current Reports on Form 8-K: On August 18, 2004, the Company filed a Current Report on Form 8-K to report that on July 30, 2004 (i) the Board of Directors of the Company and majority shareholders authorized it to change its name to "Tree Top Industries, Inc.", (ii) the Board of Directors authorized an amendment to the Company's By-Laws to provide that the number of members of the Board of Directors would be increased to seven, and (iii) the Board of Directors and majority shareholders authorized the Company to increase the number of authorized shares of common stock to 75,000,000 shares, and to decrease the par value of the common stock from $.01 to $.001 per share. 13 SIGNATURES Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TREE TOP INDUSTRIES, INC. Date: November 8, 2004 By : /s/ David Reichman ------------------------------- David Reichman Chief Executive Officer 14 EX-31 2 v08231_ex31.txt EXHIBIT 31 CERTIFICATION OF CHIEF EXECUTIVE OFFICER/PRINCIPAL FINANCIAL OFFICER OF TREE TOP INDUSTRIES, INC. PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, David Reichman, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Tree Top Industries, Inc. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 8, 2004 /s/ David Reichman --------------------------------------------- David Reichman (CEO, Chairman/Principal Financial Officer and Director) 2 EX-32 3 v08231_ex32.txt EXHIBIT 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of TREE TOP INDUSTRIES, INC. on Form 10-QSB for the period ending September 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, David Reichman, Chief Executive Officer, Chairman, Principal Financial Officer and Director of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13 (a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: November 8, 2004 /s/ David Reichman --------------------------------------------- David Reichman (CEO, Chairman/Principal Financial Officer and Director) -----END PRIVACY-ENHANCED MESSAGE-----