10KSB/A 1 v074968_10ksb-a.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-KSB/A
(Amendment No. 1)

(Mark One)   
       
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended: December 31, 2006  
 
OR
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)  
 
Commission File Number: 000-10201
 
TREE TOP INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
 
  Nevada
  83-0250943
  (State or other jurisdiction of
  (I.R.S. Employer
  incorporation or organization)
  Identification No.)
 
511 Avenue of the Americas, Suite 800
(Address of principal executive offices and Zip Code)

(775) 261-3728
Registrant's telephone number including area code

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 o

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will 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 an amendment to this Form 10-KSB. o
 
Yes x  No o

Issuer's revenues for its most recent fiscal year were $33,401.

The aggregate market value of voting stock held by non-affiliates of the small business issuer, computed by reference to the price at which the common stock was sold, or the average bid and asked price of the common stock on April 11, 2007 was $310,155.

At April 13, 2007, there were outstanding 988,400 shares of the Registrant's common stock.
 

 
 
EXPLANATORY STATEMENT REGARDING THIS AMENDMENT

Tree Top Industries, Inc. (“we” or the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-KSB for the year ended December 31, 2006, which was previously filed on April 16, 2007 (the “2006 Annual Report”), for the purpose of restating the financial statements for the year ended December 31, 2006 and amending certain related disclosures included in Items 1, 5, 6, and 7 of the 2006 Annual Report. For convenience and ease of reference, only those Items that are amended are reported herein. Except as amended herein, the 2006 Annual Report remains in full force and effect. This Amendment No. 1 speaks as of the original filing date of the 2006 Annual Report and does not reflect events occurring after such filing date or modify or update the disclosures therein in any way other than as required to reflect the amendments described herein. Accordingly, this Amendment No. 1 should be read in conjunction with our 2006 Annual Report and with our subsequent filings with the Securities and Exchange Commission.

We have determined that it is necessary to restate our financial statements for the year ended December 31, 2006 because the accounting for the issuance of 100,000 shares of common stock to a note holder in December 2006 was not improperly recorded as a consulting expense. The note payable of $50,000 and accrued interest thereon totaling $1,167 was not offset by the issuance of the shares. As a result, consulting expense was overstated by $51,167. In addition, financing costs totaling $148,833 were improperly classified as consulting and reclassified on the statement of operations. The result of this restatement was to decrease net loss by $51,167 ($.11 per share) and to decrease stockholders' deficit by $51,167. Our stockholders should refer to the financial statements and accompanying notes for a detailed explanation of the adjustments to the financial results of the Company that are contained in this Amendment No. 1.

 
ITEM 1. DESCRIPTION OF BUSINESS



Since our inception, we have had insignificant revenues. We incurred a cumulative net loss of $955,541 as of December 31, 2006. In addition, we had a working capital deficit of $621,578 at December 31, 2006. These factors raise substantial doubt about the Company’s ability to continue as a going concern. We will, in all likelihood, sustain operating expenses without corresponding revenues, at least until the consummation of a business combination. This may result in our incurring a net operating loss that will increase continuously until we can consummate a business combination with a profitable business opportunity. We cannot assure you that we can identify a suitable business opportunity and consummate a business combination. If we cannot continue as a going concern, our stockholders may lose their entire investment in us.
 
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


Sales of Our Unregistered Securities During 2006 Not Previously Disclosed:

On December 21, 2006, 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.

On December 21, 2006, we authorized the issuance of 100,000 shares to Go4zgelt Inc. upon conversion of the note made in favor of said company as well as for consulting services rendered to us and an aggregate of 70,000 shares of our common stock were issued in equal portions to Princeton Research, Inc. and JAP Consultants for consulting services rendered to us.

In September 2006, we authorized the issuance of 525,000 shares of our common stock to David Reichman in consideration for past services provided to us.

Each of these transactions was exempt from the registration requirements of the Securities Act under Section 4(2) thereof.

2

 

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
 
The following discussion of the financial condition and results of operations should be read in conjunction with the financial statements and the notes to the statement included elsewhere in this annual report.

Overview

We were incorporated under the laws of the State of Nevada on July 24, 1980. On November 10, 1999, our wholly-owned subsidiary, Nugget Holding Company, merged into GoHealth.MD Inc. ("GoHealth"), a Delaware corporation. Prior to the merger, we had no operations and sought to consummate a business combination with another company that had operations. As a result of the merger, GoHealth became our wholly-owned subsidiary, and the shareholders GoHealth received 81% of our outstanding common stock.

On January 19, 2000, the name of our company was changed to GoHealth.MD Inc. For accounting purposes, the merger was treated as if GoHealth had acquired Nugget Exploration, Inc. Consequently, references to “our company” or “us” in this section relate to the operations of GoHealth.MD Inc., a Delaware corporation. We also changed our accounting year to the calendar year, the accounting year of GoHealth.MD Inc., the Delaware corporation.

Plan of Operation

Our primary objective is to identify and negotiate with a business target(s) for a business combination transaction with an operating company. We would 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 U.S. secondary capital market. We cannot assure you that we will be successful in our efforts to identify and complete a business combination transaction with an operating company.

We intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. Our objectives discussed below are extremely general and are not intended to restrict our discretion. This discussion of the proposed business is not meant to be restrictive of our virtually unlimited discretion to search for and enter into potential business opportunities.

On November 21, 2006, we entered into a Letter of Intent with Coil Tubing Technology, Inc. (CTBG.PK) and Grifco International, Inc. (GFCI.PK). Although pursuant to its terms the letter of intent expired, we are proceeding with a contemplated transaction whereby we will exchange preferred shares to be issued by our wholly-owned subsidiary Coil Tubing Technology Group, Inc., a Nevada corporation, in exchange for all the issued and outstanding shares of Coil Tubing Holdings Inc., a Texas corporation, currently held by Coil Tubing Technologies, Inc. The non-voting preferred shares will be convertible into shares of Coil Tubing Technology Group one year after the closing of the proposed transaction. As of December 31, 2006, Coil Tubing had an accumulated deficit of $655,430, a net loss of $543,289 and cash used in operations of $406,037. Coil Tubing specializes in the design of proprietary tools for the coil tubing industry, supplying tools to oil companies, coiled tubing operations and service companies.
 
 
 We expect that we will need to raise funds in order to effectuate our business plans. We intend initially to seek additional investors to purchase our stock to provide us with working capital to fund our operations. Thereafter, we will seek to establish or acquire businesses or assets with additional funds raised either via the issuance of shares or debt. There can be no assurance that additional capital will be available to us. We may seek to raise the required capital by other means. We may have to issue debt or equity or enter into a strategic arrangement with a third party. We currently have no agreements, arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds will have a severe negative impact on our ability to remain a viable company. In pursuing the foregoing goals, we may seek to expand or change the composition of the Board or make changes to our current capital structure, including issuing additional shares or debt and adopting a stock option plan.

We do not expect to generate any revenues over the next twelve months. Our principal business objective for the next 12 months will be to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders.

During the next 12 months we anticipate incurring costs related to filing of Exchange Act reports, and costs relating to consummating an acquisition. We believe we will be able to meet these costs through use of funds loans by or invested in us by our principal stockholder or other investors. We have no specific plans, understandings or agreements with respect to the raising of such funds, and we may seek to raise the required capital by the issuance of equity or debt securities or by other means. Since we have no such arrangements or plans currently in effect, our inability to raise funds for the consummation of an acquisition may have a severe negative impact on our ability to become a viable company.

3

 

Off-Balance Sheet Arrangements

None.

Going Concern
 
The nature of our financial status makes us lack the characteristics of a going concern. This is because the company, due to its financial condition, may have to seek loans or the sale of its securities, or acquire an operating company, to raise cash to meet its cash needs. We have no revenue and no cash. The level of current operations does not sustain our expenses and we have no commitments for obtaining additional capital. These factors, among others, raise substantial doubt about our ability to continue as a going concern.
Results of Operations

For the year ended December 31, 2006, we had total revenue of $33,401 and no revenues for the year ended December 31, 2005. For the year ended December 31, 2006, we had a net loss of $955,541, or $2.18 per share, as compared with a net loss of $64,330 or $0.25 per share, for the year ended December 31, 2005.

For the year ended December 31, 2006, operating expenses totaled $794,152 as compared with $57,039 for the year ended December 31, 2005. Said expenses in 2006 consisted of $525,000 for officer’s compensation, $140,000 consulting fees which were paid in shares, administrative expenses of $121,775 and $41,578 of professional fees. The increase in operating expenses was due to increased activity during 2006. In addition, the Company incurred interest expenses totaling $11,756 relating to notes payable and financing costs of $148,833 incurred to a note holder which were paid in shares.
 
Liquidity and Capital Resources

Through December 31, 2006, we have sustained losses totaling $15,412,748. At December 31, 2006, we had a working capital deficit of $621,578.

In order to continue to finance operations, we will need to obtain capital through the sale of our equity or debt securities, or by acquiring an operating company. We cannot assure you that we will be able to obtain the necessary funds to continue to operate.

During 2006, we used $46,482 in cash for operating activities. Financing activities include a loan of $50,000 described below and loans made to us from David Reichman.

On October 16, 2006 we borrowed $50,000 from Go4zgelt, LLC at the rate of 14% per annum. The principal and interest were due on December 21, 2006. The lender converted the outstanding balance into 25,583 shares of common stock of the Company. These shares have piggyback registration rights.

For the year ended December 31, 2005, we used $39,844 in operating activities, and $39,844 was provided by financing activities from proceeds from loans from officers.
 
 
This Management's Discussion and Analysis of Financial Condition and Results of Operations, as well as disclosures included elsewhere in this Form 10-KSB are based upon our audited 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. We believe the following critical accounting policies involve more significant judgments used in the preparation of the consolidated financial statements.
4

 

ITEM 7. FINANCIAL STATEMENTS
 

Our financial statements are set forth below.

Report of Independent Registered Public Accounting Firm
   
6
 
Balance Sheets at December 31, 2006
   
 7
 
Statements of Operations for the years ended December 31, 2006 and December 31, 2005
   
 8
 
Statements of Cash Flows for the years ended December 31,2006 and December 31, 2005
   
10
 
Statements of Stockholders' Equity for the years ended December 31,2006 and December 31, 2005
   
9
 
Notes to Financial Statements
   
11
 
 
5

 
 
 
To the Stockholders and Directors of
Tree Top Industries, Inc. (formerly Gohealth.MD, Inc.)
 
We have audited the accompanying balance sheets of Tree Top Industries (formerly Gohealth.MD, Inc.) (a Nevada Corporation) as of December 31, 2006 and 2005 and the related statements of operations, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express and opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with standards of the PCAOB (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tree Top Industries (formerly Gohealth.MD, Inc.) at December 31, 2006 and 2005 and the results of its operations and cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.
 
As discussed in Note 1, Tree Top Industries (formerly Gohealth.MD, Inc.) restated its 2006 consolidated financial statements to reflect corrections for the accounting for the issuance of 100,000 shares of common stock to a note holder in December 2006. This change resulted in a decrease of $51,167 to the net loss for the year ended December 31, 2006, a decrease to notes payable of $50,000, a decrease of $1,167 to accrued interest and a decrease of $51,167 to total stockholders’ deficit as of December 31, 2006.

The accompanying financial statements have been prepared assuming that Tree Top Industries (formerly Gohealth.MD, Inc.) will continue as a going concern. As discussed in Note 3 to the financial statements, Tree Top Industries (formerly Gohealth.MD, Inc.) has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about the company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
     
/S/ Chisholm, Bierwolf & Nilson, LLC
 
 
Chisholm, Bierwolf & Nilson, LLC
Bountiful, Utah
April 6, 2007, except for Notes 1,2,5,6 and 7, which is dated May 1, 2007
 
6

 
 
(formerly Gohealth.MD, Inc.)
 
Consolidated Balance Sheets
 
   
  December 31, 2006
 
  December 31, 2005  
 
 
 
(Restated)
     
ASSETS
 
   
 
     
 
CURRENT ASSETS
 
   
 
     
 
Cash
 
$
30,578
 
$
-
 
 
         
Total Current Assets
   
30,578
   
-
 
 
         
Total ASSETS
 
$
30,578
 
$
-
 
 
         
         
CURRENT LIABILITIES
         
Notes Payable
 
$
113,000
 
$
113,000
 
Accounts Payable
   
338,530
   
348,019
 
Accrued Expenses
   
30,031
   
15,250
 
Accrued Interest Payable
   
38,630
   
29,864
 
Due to Related Party
   
1,200
   
1,200
 
Due to Officers and Directors
   
130,765
   
103,704
 
 
         
Total Current Liabilities
   
652,156
   
611,037
 
 
         
Total Liabilities
   
652,156
   
611,037
 
 
         
STOCKHOLDERS' DEFICIT
         
Common Stock-75,000,000 common stock par value .001 authorized. Issued and outstanding December 31, 2006 and December 31, 2005, 987,791 and 252,791 shares respectively
   
988
   
253
 
Additional paid in capital
   
14,790,182
   
13,845,917
 
Retained accumulated deficit
   
(15,412,748
)
 
(14,457,207
)
 
         
TOTAL STOCKHOLDERS' DEFICIT
   
(621,578
)
 
(611,037
)
 
         
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
 
$
30,578
 
$
-
 
 
The accompanying notes are an integral part of these financial statements.

7

 
   
Tree Top Industries, Inc.
(formerly Gohealth.MD, Inc.)
 
Consolidated Statements of Operations
 
 
 
December 31
 
December 31
 
 
 
2006
 
2005
 
 
 
 (Restated)
      
Service Income
 
$
33,401
 
$
-
 
Operating Expenses
         
General, Selling and Administrative
 
 
121,775
 
 
42,758
 
Consulting
 
 
140,000
 
 
12,220
 
Officer's Compensation
 
 
525,000
 
 
0
 
Professional Fees
 
 
41,578
 
 
2,061
 
Total Operating Expenses
 
 
828,353
 
 
57,039
 
Loss from Operations
 
 
(794,952
)
 
(57,039
)
Other Income (Expenses)
 
 
 
 
 
Financing costs
 
 
(148,833
)  
-
 
Interest Expense
 
 
(11,756
)
 
(7,291
)
Total Other Income (Expenses)
 
 
(160,589
)
 
(7,291
)
Income (Loss) Before Taxes
 
 
(955,541
)
 
(64,330
)
Taxes
 
 
0
 
 
0
 
 
 
 
 
 
 
Net (Loss)
 
$
(955,541
)
$
(64,330
)
Net Loss per share basic and diluted
 
$
(2.18
)
$
(0.25
)
 
 
 
 
 
 
Weighted average number of common shares outstanding: basic and diluted
   
438,803
   
253,400
 
 
The accompanying notes are an integral part of these financial statements.

8

 
Tree Top Industries
(formerly Gohealth.MD, Inc.)
 
Consolidated Statements of Stockholders' Equity From December 31, 2004 through December 31, 2006
 
 
 
 
 
 
 
Additional
 
Retained
 
Total
 
 
 
Common
 
Stock
 
Paid In
 
Earnings
 
Stockholder's
 
 
 
Shares
 
Amount
 
Capital
 
(Deficit)
 
Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2004
   
252,791
 
$
253
 
$
13,845,917
 
$
(14,392,877
)
$
(546,707
)
 
                     
Net (Loss) for year ended December 31, 2005
               
(64,330
)
 
(64,330
)
 
                     
Balance as at 12/31/2005
   
252,791
   
253
   
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 (Restated)
   
987,791
 
$
988
 
$
14,790,182
 
$
(15,412,748
)
$
(621,578
)
 
  The accompanying notes are an integral part of these financial statements.

9

 
Tree Top Industries, Inc.
(formerly Gohealth.MD, Inc.)
 
Consolidated Statements of Cash Flows
 
 
 
Year Ended
 
 
 
December 31
 
December 31
 
 
 
2006
 
2005
 
   
(Restated)
     
OPERATING ACTIVITIES
 
 
 
 
 
Net Loss
 
$
(955,541
)
$
(64,330
)
Adjustments to reconcile net loss to cash used by operation activities:
         
Stock issued for services
   
745,000
   
-
 
Stock issued for financing costs
   
148,833
       
Changes in operating, assets & liabilities
         
Increase (decrease ) in accounts payable
   
(9,489
)
 
17,195
 
Increase (decrease ) in accrued expenses
   
14,782
   
-
 
Increase in accrued interest payable
   
9,933
   
7,291
 
 
   
  
   
  
 
CASH FLOWS USED IN OPERATING ACTIVITIES
   
(46,482
)
 
(39,844
)
 
         
CASH FLOWS FROM FINANCING ACTIVITIES
         
Proceeds from Notes Payable
   
50,000
   
-
 
Proceeds from Loans from Officer and Director
   
27,060
   
39,844
 
 
   
  
   
  
 
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES
   
77,060
   
39,844
 
 
         
Net increase in cash
   
30,578
   
-
 
Balance at beginning of year
   
-
   
-
 
Balance as at end of year
 
$
30,578
 
$
-
 
 
         
SCHEDULE OF NONCASH ACTIVITY
             
Issuance of common stock for note payable and accrued interest
 
$
51,167
 
$
-
 
               
SUPPLEMENTAL CASH FLOW INFORMATION
         
Interest
 
$
-
 
$
-
 
Income Taxes
   
-
   
-
 
 
The accompanying notes are an integral part of these financial statements.
 
10

 
 
Tree Top Industries, Inc.
(formerly Gohealth.MD, Inc.)
 
Notes to the Financial Statements
December 31, 2006
 
NOTE 1 - CORPORATE HISTORY
 
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 annual report reflect these events.
 
Tree Top Industries, Inc. ("Tree Top" 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, Tree Top (fka 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, Tree Top (fka GoHealth) became a wholly-owned subsidiary of Nugget Exploration Inc. and the wholly-owned subsidiary of Nugget merged with and into Tree Top (fka GoHealth). The stockholders of Tree Top (fka GoHealth) received one share of common stock of Nugget for each share of Tree Top (fka GoHealth) common stock held, resulting in the current stockholders of Tree Top (fka GoHealth) owning approximately 81% of Nugget common stock.
 
The merger was accounted for as a purchase. However, since the stockholders of Tree Top (fka 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 and then subsequently to Tree Top Industries, Inc.
 
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.
 
Restatement of 2006 Financial Statements

The Company is amending its Form 10-KSB for the year ended December 31, 2006, as previously filed on April 16, 2007.

The Company determined that the accounting for the issuance of 100,000 shares of common stock to a note holder in December 2006 was improperly recorded as a consulting expense. The note payable of $50,000 and accrued interest thereon totaling $1,167 was not offset by the issuance of the shares. As a result, consulting expense was overstated by $51,167. In addition, financing costs totaling $148,833 were improperly classified as consulting and reclassified on the statement of operations.

The result of this restatement was to decrease net loss by $51,167 ($.11 per share), decrease notes payable by $50,000, decrease accrued interest by $1,167 and decrease stockholders' deficit by $51,167.
 
11

 
 
Tree Top Industries, Inc.
(formerly Gohealth.MD, Inc.)

Notes to the Financial Statements
December 31, 2006
 
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
 
Principles of Consolidation
 
The accompanying financial statements as of December 31, 2006 and 2005 and for the years then ended consolidate the accounts of the parent company and its wholly-owned subsidiary. All significant intercompany accounts and transactions have been eliminated in consolidation.
 
Cash and Cash Equivalents
 
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.
 
Use of Management's Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates.
 
Reclassifications
 
Certain reclassifications have been made to the prior period balances to conform to the current period's presentation.
 
Stock-Based Compensation
 
The Company has adopted Financial Accounting Standards Board (FASB) Statement No. 123R, (SFAS 123R “Accounting for Stock Based Compensation”. In accounting for options granted to persons other than employees, the provisions of Financial Accounting Standards Board (FASB) Statement No. 123R, (SFAS 123R) "Accounting for Stock Based Compensation" are applied in accordance with SFAS 123R at the fair value of these options. In December, 2002, SFAS 148 was issued. SFAS 148 amends SFAS 123R to require a more prominent disclosure of the pro-forma results required by SFAS 123R. 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 are the same.
 
12

 
 
Tree Top Industries, Inc.
(formerly Gohealth.MD, Inc.)

Notes to the Financial Statements
December 31, 2006
 
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)
 
Earnings (Loss) Per Share
 
The Company calculates earnings 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); 185,000 common equivalent shares are excluded from the calculation as their effect is anti-dilutive.
 
 
For the Years Ended
 
 
 
December 31,
 
 
 
2006
 
2005
 
   
(Restated)
     
Basic Earnings per share:
 
 
 
 
 
Income (Loss) (numerator)
 
$
(955,541
)
$
(64,330
)
Shares (denominator)
   
438,803
   
252,791
 
Per Share Amount
 
$
(2.18
)
$
(.25
)

Income Taxes
 
The Company follows Statement of Financial Accounting Standards No. 109, (SFAS 109) "Accounting for Income Taxes". SFAS 109 requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
 
13

 

Tree Top Industries, Inc.
(formerly Gohealth.MD, Inc.)

Notes to the Financial Statements
December 31, 2006
 
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)
 
Recent Accounting Pronouncements
 
Recent Accounting Pronouncements

On April 14, 2005, the Securities and Exchange Commission issued an announcement amending the compliance dates for the FASB's SFAS 123R that addresses accounting for equity based compensation arrangements. Under SFAS 123R registrants would have been required to implement the standard as of the beginning of the first interim or annual period that begins after June 15, 2005. The Commission's new rule will allow companies to implement SFAS 123R at the beginning of the next fiscal year after June 15, 2005. The Company adopted SFAS 123R in the first quarter 2006.

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections—a replacement of APB Opinion No. 20 and FASB Statement No. 3" ("SFAS No. 154"). This Statement replaces APB Opinion No. 20, "Accounting Changes" and FASB Statement No. 3, "Reporting Accounting Changes in Interim Financial Statements," and changes the requirements for the accounting for and reporting of a change in accounting principle. SFAS No. 154 applies to all voluntary changes in an accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed. SFAS No. 154 is effective for accounting changes and error corrections occurring in fiscal years beginning after December 15, 2005.
 
(1) SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments-an Amendment of FASB Statements No. 133 and 140" - In February 2006, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 155, "Accounting for Certain Hybrid Financial Instruments-an Amendment of FASB Statements No. 133 and 140" ("SFAS 155") to simplify and make more consistent the accounting for certain financial instruments. Namely, SFAS 155 amends SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" to permit fair value remeasurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS 155 amends SFAS No. 140, "Accounting for the Impairment or Disposal of Long-Lived Assets" to allow for a qualifying special-purpose entity to hold a derivative financial instrument that relates to a beneficial interest other than another derivative financial instrument.
 
14

 
SFAS 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application permitted. Accordingly, the Company will adopt SFAS 155 as of January 1, 2007. The adoption of SFAS 155 is not expected to have any effect on the Company's financial position or results of operations.
 
In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets—an Amendment of FASB Statement No. 140” (“SFAS No. 156”). SFAS No. 156 provides guidance on the accounting for servicing assets and liabilities when an entity undertakes an obligation to service a financial asset by entering into a servicing contract. This statement is effective for all transactions in fiscal years beginning after September 15, 2006. We do not expect that the adoption of SFAS will have a material impact on the financial conditions or results of operations.

In July 2006, the FASB issued FIN 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the recognition threshold and measurement of a tax position taken on a tax return. FIN 48 is effective for fiscal years beginning after December 15, 2006. FIN 48 also requires expanded disclosure with respect to the uncertainty in income taxes. We are currently evaluating the requirements of FIN 48 and the impact this interpretation may have on our financial statements.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" ("SFAS 157"), which applies whenever other standards require (or permit) assets or liabilities to be measured at fair value. SFAS 157 established a fair value hierarchy that prioritizes the information used to develop the assumption that market participants would use when pricing an asset or liability. SFAS 157 is effective for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. We are currently evaluating the impact of adopting SFAS 157 on our financial position, cash flows, and results of operations
 
In September 2006, the FASB issued SFAS No. 158 ("SFAS 158"), "Employers Accounting for Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB Statements No. 87, 88, 106, and 132(R). SFAS 158 requires a company to recognize the over-funded or under-funded status of its defined benefit postretirement plans (other than a multiemployer plan), measured as of the company's year end, as assets or liabilities in its statement of financial position and to recognize changes in that funded status, net of tax, in the year in which the changes occur through comprehensive income. SFAS 158 requires that the projected benefit obligation be used to measure unfunded liabilities instead of the accumulated benefit obligation for defined benefit plans. Also, companies are required to measure the unfunded liability for retiree medical plans using the accumulated postretirement benefit obligation while in the past there were no minimum liability requirements. SFAS 158 is effective for all fiscal years ending after December 15, 2006 and is required to be adopted in our financial statements for the fiscal year ending December 31, 2006. We have not yet completed our analysis of the effects of this statement on our Statements of Operations or financial position.
 
15

 
Notes to the Financial Statements
December 31, 2006
 
NOTE 3 - GOING CONCERN
 
The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. Currently, the Company has no cash or other material assets, nor does it have an established source of revenues sufficient to cover any anticipated operating costs to allow it to continue as a going concern.
 
Since its inception on February 23, 1999, and through December 31, 2006, the Company has sustained losses totaling $15,463,915. It has a working capital deficit at December 31, 2005 of $611,037. Revenues generated from advertising and domain name sales and revenues from consulting have totaled only $49,462 and $33,401 respectfully, from its inception through December 31, 2006. Sales of advertising on its websites and sales of its domain names had been the foundation of the Company's plan to generate revenue and reach profitability from its operations. Through the date of these financial statements it has been unsuccessful in achieving its goals.
 
For the period from inception (February 23, 1999) through December 31, 2006, the Company has not generated any significant business. Through the date of these financial statements viable operations have not been achieved and the Company has been unsuccessful in raising all the capital that it requires. Revenues have been minimal and the Company continues to require substantial financing. Most of the financing during the current fiscal year has been provided by David Reichman, the present CEO, Chairman and President, and the Company is dependent upon his ability and willingness to continue to provide such financing which is required to meet reporting and filing requirements of a public company.
 
The Company currently is continuing to attempt to negotiate reductions in amounts owed its suppliers and to seek additional debt and equity financing, including mergers with other companies. It also is seeking to serve as a vehicle for an operating private company to enter into a reverse merger with the Company and thereby enable such private entity to emerge as a public entity.
 
In order for the Company to remain a reporting entity it will need to continue to receive funds from the exercise of outstanding warrants and options, 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 the exercise of warrants or options, that the Company will be able to obtain the necessary funds to finance its operations, or that a merger candidate can be identified and an agreement negotiated, all of which raises substantial doubt about its ability to continue as a going concern.
 
16

 
Tree Top Industries, Inc.
(formerly Gohealth.MD, Inc.)

Notes to the Financial Statements
December 31, 2006
 
NOTE 4 RELATED PARTY TRANSACTIONS
 
Due from officers and directors arose from the purchase from treasury of 550,000 shares of common stock at $.02 per share. This was a non-interest bearing amount that was due on demand. In early April 2002 these officers and directors satisfied this obligation and lent the Company an additional $25,235. Through December 31, 2006 an additional 95,212, was loaned to the Company by David Reichman, CEO, Chairman and President.
 
On March 29, 2001 William Hanna, former Chairman of the Board of Directors, CEO and director advanced $27,986 to the Company to meet operating expenses. This was a non-interest bearing advance that was due on demand. On June 27, 2002 the $17,986 remaining balance of this advance was forgiven along with a note payable to him and reclassified as additional paid in capital. The balance reflected at December 31, 2003 arose from additional non-interest bearing advances to the Company to meet filing requirements. 
 
NOTE 5 - NOTES PAYABLE 
 
 
 
December 31,
 
   
 2006
 
 2005
 
   
 (Restated)
      
 
 
 
 
 
 
The Company has the following note payable obligations:
 
 
 
 
 
Note payable to Facts and Comparisons due September 1, 2002, with interest accrued at 6% per annum, unsecured, in settlement of a trade payable; unpaid to date and in default
 
$
18,000
 
$
18,000
 
 
         
Note payable to Luckysurf.com due September 12, 2002 with interest accrued at 6% per annum, unsecured, in settlement of a trade payable; unpaid to date and in default
   
30,000
   
30,000
 
 
           
Note payable to Michael Marks (a shareholder) due August 31, 2000 with interest accrued at 5% per annum, unsecured; unpaid to date and in default
   
25,000
   
25,000
 
 
         
Note payable to Steven Goldberg (a former consultant) due July 10, 2002, unsecured with interest of 7% accrued if unpaid at due date, in settlement of liability; unpaid to date and in default
   
40,000
   
40,000
 
                     
 
         
Totals
   
113,000
   
113,000
 
Less Current Maturities
   
(113,000
)
 
(113,000
)
 
         
Total Long-Term Notes Payable
 
$
-
 
$
-
 

17

 
Tree Top Industries, Inc.
(formerly Gohealth.MD, Inc.)

Notes to the Financial Statements
December 31, 2006
 
NOTE 5 - NOTES PAYABLE (continued)
 
None or these notes have been paid, and management has indicated that no demand for payment for any of these notes has been received by the Company. However, as indicated in Note 8, Litigation, the Company received a notice of motion from Luckysurf.com dated October 22, 2002, seeking entry of a judgment for $30,000. No further information or action has been received by the Company relating to this note. On December 10, 2001 a note for $75,000 with a remaining balance of $56,800 due to Sandra Vernon, a greater than 5% stockholder, was forgiven by the note holder and the outstanding balance of the note at that date was recorded as additional paid in capital. A note due on December 29, 2000 from Kevin O'Donnell for $50,000, a stockholder and former officer, was forgiven by the note holder on June 27, 2002 in exchange for 75,000 shares of the Company's common stock, and the outstanding balance of the note at that date, as well as accrued interest through that date of $7,685 was recorded as additional paid in capital. In exchange for 250,000 shares of the Company's common stock a note payable of $1,500 due on demand to William Hanna, a stockholder, former CEO and director was forgiven by him on June 27, 2002 as well as accrued interest thereon of $1,561 and an amount reflected as due to related party of $17,986. Pursuant to the terms of this transaction $16,453 was recorded as compensation and $35,000 was recorded as additional paid in capital.
 
NOTE 6 - INCOME TAXES
 
The Company has adopted Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes" and has applied the provisions of the statement to the current year which resulted in no significant adjustment.
 
Statement of Financial Accounting Standards No. 109 "Accounting for Income Taxes" requires an asset and liability approach for financial accounting and reporting for income tax purposes. This statement recognizes (a) the amount of taxes payable or refundable for the current year and (b) deferred tax liabilities and assets for future tax consequences of events that have been recognized in the financial statements or tax returns.
 
18

 
Tree Top Industries, Inc.
(formerly Gohealth.MD, Inc.)

Notes to the Financial Statements
December 31, 2006
 
NOTE 6 - INCOME TAXES (continued)
 
Deferred income taxes result from temporary differences in the recognition of accounting transactions for tax and financial reporting purposes. There were no temporary differences at December 31, 2006 and earlier years; accordingly, no deferred tax liabilities have been recognized for all years.
 
The Company has cumulative net operating loss carryforwards of $15,414,571 at December 31, 2006. No effect has been shown in the financial statements for the net operating loss carryforwards as the likelihood of future tax benefit from such net operating loss carryforwards is not presently determinable. Accordingly, the potential tax benefits of the net operating loss carryforwards, estimated based upon current tax rates at December 31, 2006 have been offset by valuation reserves in the same amount. The net operating losses begin to expire in 2019.
 
The deferred tax asset and the valuation account is as follows at December 31, 2006 and 2005:
 
 
December 31,
 
 
 
2006
 
2005
 
   
(Restated)
     
Deferred tax asset:
 
 
 
 
 
Deferred noncurrent tax asset
 
$
5,308,904
 
$
4,915,450
 
Valuation allowance
   
(5,308,904
)
 
(4,915,450
)
Total
 
$
-
 
$
-
 
 
A reconciliation of income taxes computed at the statutory rate to the income tax amount recorded is as follows:
   
2006
   
2005
 
Tax at marginal rate
 
$
(324,900
)
$
(19,400
)
Stock issuances for service
   
303,900
   
-
 
NOL valuation allowance
   
21,000
   
19,400
 
Net deferred tax asset
 
$
-
 
$
-
 
 
NOTE 7 - STOCKHOLDERS' EQUITY (DEFICIT)
 
The common stock and additional paid-in capital as reflected on the December 31, 2006 and 2005 balance sheets is to reflect the change in par value of the common stock from $.01 to $.001 per share which took place during the year 2004, as well as a 100:1 reverse split that occurred during the year 2005. As a result the change in common stock was charged to additional paid in capital. This change has been retroactively restated on the statements of stockholders' equity.
19

 
Tree Top Industries, Inc.
(formerly Gohealth.MD, Inc.)

Notes to the Financial Statements
December 31, 2006
 
NOTE 7 - STOCKHOLDERS' EQUITY (DEFICIT) (continued)
 
On September 26, 2006, the Board of Directors authorized the issuance of 525,000 shares at the market price of $1.00 to David Reichman for services previously rendered.
 
On December 21, 2006, the Board of Directors authorized the issuance of 35,000 shares to Princeton Research, Inc. and 35,000 shares to JAP Consultants, Inc. at the market price of $2.00 in consideration of their services.

On December 21, 2006, the Board of Directors authorized the issuance of 100,000 shares to G04ZGELT, LLC. at the market price of $2.00 for the repayment of a note payable and accrued interest totaling $51,167 and financing costs totaling $148,833.
 
On December 21, 2006, the Board of Directors authorized the issuance of 10,000 shares to David Reichman, 10,000 shares to Michael Valle, 10,000 shares to Frank Benintendo and 10,000 shares to Don Gilbert at market price of $2.00 in consideration of their services.
 
The shares authorized in 2006 were not issued by the transfer agent until 2007.
 
Warrants to Purchase Common Stock
 
During 1999 the Company offered a total of 500 units at a price of $5,200 per unit and a subscription minimum of 2 units in a private placement to certain accredited investors as this term is defined in Rule 501 of Regulation D of the Securities Act of 1933 as amended. The pricing and terms of the securities were arbitrarily determined by the Company and had no relationship to the Company's assets, book value, results of operations or any other generally accepted criteria of value. Each unit warrant entitled the registered holder thereof to purchase up to 2,000 shares of common stock at $2.50 per share (subject to adjustment as described herein) at any time prior to the earlier of (i) May 31, 2003 or (ii) the date that the respective Unit Warrant was redeemed. If the Company was able to complete an initial public offering ("IPO") of the Common Stock, then beginning 12 months after the IPO, the Unit Warrants would be subject to redemption by the Company at $0.10 per share of the common stock that remained, on thirty (30) days prior written notice if the average closing sales price of the common stock over any 10 consecutive trading days equaled or exceeded 150% of the IPO price per share. During 1999 and to date in connection with the private placement, the Company issued 96,000 shares of its common stock and 96,000 detachable warrants and received proceeds of $249,600. No unit warrants were redeemed by the Company. The remaining outstanding warrants expired on May 31, 2003.
 
20

 
Tree Top Industries, Inc.
(formerly Gohealth.MD, Inc.)

Notes to the Financial Statements
December 31, 2006
 
NOTE 7 - STOCKHOLDERS' EQUITY (DEFICIT) (continued)
 
Warrants to Purchase Common Stock (continued)
 
On March 10, 2000 the Company issued a warrant to purchase 100,000 shares of common stock of the Company at $1.50 per share to a consultant pursuant to a one-year consulting agreement. This warrant expires on March 10, 2005 In connection with this agreement the Company also issued to the consultant 10,000 shares of its common stock on that date. The Company recorded consulting expense of $387,000 over the life of the agreement based on the market value of its common stock on the date of the agreement. As of the date of this report these warrants expired unexercised.
 
The activity for warrants to purchase common stock for the periods presented in these financial statements are as follows:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Shares
 
Range of
Exercise
Price
Per Share
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Contractual
Life
(Years)
 
Warrants outstanding at
 
 
 
 
 
 
 
 
 
December 31, 2004
   
100,000
 
$
1.50
       
.42
 
Granted
   
-
   
-
   
-
   
-
 
Exercised
   
-
   
-
   
-
   
-
 
Expired
   
(100,000
)
 
-
   
-
   
-
 
Warrants outstanding at
                 
December 31, 2005
   
-
   
  -
 
$
-
 
$
    
Warrants outstanding at
                 
December 31, 2006 (Restated)
   
-
   
-
          
$
      
 
Employee Stock Options
 
In February 1999 the Company reserved a total of 500,000 shares of its common stock for grants of stock options to employees. A total of 230,000 options with an exercise price of $0.50 per share and terms expiring seven (7) years from the respective dates of grant were granted to two of the officers of the Company at that time.
 
As referred to in Note 2, the Company has elected to follow the Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB 25) and related Interpretations in accounting for its employee stock options because, as discussed below, the alternative fair value accounting provided for under FASB Statement No. 123R (SFAS 123R), "Accounting for Stock Based Compensation," requires the use of option valuation models that were not developed for use in valuing employee stock options. Under APB 25, because the exercise price of the Company's employee stock options equaled the market value of the underlying stock on the date of grant, no compensation expense was recognized.
 
Pro forma information in accordance with SFAS 123 was required to present net loss and loss per share as if the Company had accounted for the employee stock options under the fair value method of that statement. SFAS 123 also provides that if it is not possible to reasonably estimate the fair value of an option at the grant or measurement date, then the compensation cost shall be based on the current intrinsic value of the award which was determined to be immaterial.
 
No other stock options have been issued to employees from the dates of these grants through date of these financial statements.
 
21

 
Tree Top Industries, Inc.
(formerly Gohealth.MD, Inc.)

Notes to the Financial Statements
December 31, 2004
 
NOTE 7 - STOCKHOLDERS' EQUITY (DEFICIT) (continued)
 
Other Stock Options
 
On May 26, 1999 the Company granted 5,000 options to investment banking consultants for services rendered at an exercise price of $0.50 per share, and 5,000 options which have an exercise price of $1.00 per share. These options expire May 26, 2006 and contain piggyback registration rights. The fair value of these options were estimated at the grant date using the Black Scholes option pricing model and were determined to be immaterial.
 
On June 12, 1999 the Company granted 20,000 options to a consultant for legal services rendered. These options expire on June 12, 2006 and include piggyback registration rights. 10,000 options are exercisable at $1.00 per share and 10,000 are exercisable at $1.50 per share. The fair value of these stock options were estimated at the grant date according to SFAS 123 using the Black Scholes option pricing model and were determined to be immaterial.
 
In August 1999 the Company granted to two consultants who assisted in the development of the Company's website nonqualified stock options for the right to purchase 175,000 shares of the Company's common stock. The options have an exercise price of $1.00 per share, contain piggyback registration rights and expire in July 2009. The fair value of these stock options were estimated at the grant date according to SFAS 123 using the Black Scholes option pricing model and were determined to be immaterial.
 
On January 24, 2000 the Company entered into an agreement and acquired the right, title and interest to the Healthsites.com domain name from a third party. The purchase price of this asset was $20,000, issuance of 10,000 shares of common stock valued at approximately $200,000 and the grant of an option to purchase 100,000 shares of common stock at $2.00 per share until August 17, 2009. The fair value of this option was estimated at the date of grant according to SFAS 123 using the Black Scholes option pricing model and was determined to be immaterial. The unamortized value of this website was fully written off in 2001.
 
The activity for employee and other stock options for the periods presented in these financial statements are as follows:
 
 
 
Shares
 
Range of
Exercise
Prices
Per Share
 
 
Weighted
Average
Exercise
Price
 
Weighted Average
Remaining
Contractual
Life
(Years)
 
Options outstanding at
 
 
 
 
 
 
 
 
 
January 1, 2005
   
535,000
 
$
0.50-2.00
 
$
0.98
   
5.01
 
Granted
   
-
   
-
   
-
   
-
 
Exercised
   
-
   
-
   
-
   
-
 
Expired
   
-
   
-
   
-
   
-
 
 
           
0.50-2.00
   
0.98
   
.05
 
Options Outstanding at
                 
December 31, 2005
   
535,000
   
0.50-2.00
   
0.98
   
4.96
 
Granted
   
-
   
-
   
-
   
-
 
Exercised
   
-
   
-
   
-
   
-
 
Expired
   
(260,000
)
 
-
   
-
   
-
 
Options outstanding at
                 
December 31, 2006 (Restated)
   
275,000
 
$
0.50-2.00
 
$
0.98
   
2.96
 
 
All employee and other stock options were fully vested at December 31, 2006 and 2005.
 
22

 
Tree Top Industries, Inc.
(formerly Gohealth.MD, Inc.)

Notes to the Financial Statements
December 31, 2006
 
NOTE 8 COMMITMENTS AND CONTINGENCIES
 
Litigation
 
The Company was a defendant in a lawsuit from a supplier alleging nonpayment of amounts owed for services rendered. The amount asserted was $300,000. The Company reflected this amount in accounts payable at December 31, 2000. Management settled this lawsuit on November 30, 2001 and issued a note payable for $18,000 due September 1, 2002 with interest at 6% per annum in full settlement of this claim. As reflected in Notes Payable, the amount due on this note remains unpaid, and management has indicated that it has received no demand for payment from this note holder.
 
The Company was a defendant in a lawsuit from another supplier also alleging nonpayment of amounts owed for services rendered. The amount asserted was $50,100. Management vigorously defended itself in this action alleging that no contract existed and that services were not rendered for the asserted amount. However, the Company included this amount in accounts payable at December 31, 2001. This lawsuit was settled on May 1, 2002 by issuing a non interest bearing note payable for $25,000 due on September 12, 2002. The Company recorded gain on debt settlement of $34,100 arising from this agreement in the second quarter of 2002. The Company defaulted on this note, has not paid it to date and received a notice of motion dated October 22, 2002, seeking entry of a judgment for $30,000 plus interest effective December 6, 2002. The Company adjusted the gain it recorded in the prior quarter during the three months ended September 30, 2002, and has recorded interest expense at 6% per annum from May 1, 2002, the date of settlement, through the end of 2006
 
The Company was a defendant in a lawsuit from another supplier that is also alleging nonpayment of amounts owed for services rendered. The amount asserted was $54,712, and a judgment was entered in this matter for $55,512. The Company has included this amount in accounts payable at December 31, 2006and December 31, 2005
 
The Company was a defendant in a lawsuit from another supplier that also alleging nonpayment of amounts owed for services rendered. The amount asserted was $4,298. A judgment was entered for $4,352 and the Company has included this amount in accounts payable.
 
The Company was a defendant in a lawsuit from a fourth supplier also alleging nonpayment of amounts owed for services rendered. The amount asserted was $9,675. Management has included this amount in accounts payable at December 31, 2006and December 31, 2005
 
The company was a defendant in another lawsuit from a former consultant alleging nonpayment of amounts owed for services rendered. The amount asserted was $40,000. Management believed the suit was without merit and has counterclaimed for damages and equitable relief against the plaintiff. Management has executed a note payable to this plaintiff for the amount claimed which was due on July 10, 2002 and remains unpaid. Pursuant to the terms of this note, the Company has recorded interest payable at 7% for the period July 10, 2002 through December 31, 2006
 
23

 
Tree Top Industries, Inc.
(formerly Gohealth.MD, Inc.)

Notes to the Financial Statements
December 31, 2006
 
NOTE 9 - OTHER MATTERS
 
On May 21, 2003 William Hanna resigned as Chairman, CEO and director effective May 31, 2003. David Reichman the President of the Company was appointed to the additional positions of Chairman, and CEO on May 21, 2003 to replace William Hanna. Anthony Fiordalisi was appointed Secretary and Treasurer of the Company on that date and was elected to the Board of Directors filling the vacancy caused by William Hanna's resignation.
 
The Company does not have an audit committee of the Board of Directors as required by the Sarbanes-Oxley Act of 2002 and listing requirements of the National Association of Securities Dealers. Management has indicated that it is actively seeking candidates to fill these roles who are independent and meet the financial expertise required by these rules.
 
On June 11, 2001, the Company received written notification from a stockholder who wishes to recoup his $10,400 investment in a private placement of common stock of the Company that he made in May 1999, and another investment of $2,500 in a private offering of Series A warrants in December 1999. The stockholder alleges that these investments were not suitable for him. There has been no further action with regard to this matter during 2003 or 2004 and the Company continues to assert that the claim is without merit.
 
24

SIGNATURES

Pursuant to the requirement of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
 
TREE TOP INDUSTRIES, INC.
 
 
 
 
 
 
Date: May 10, 2007
By:  
/s/ David Reichman
 
David Reichman
 
Chairman, CEO, President and Chief Financial Officer (principal executive and financial officer)
 
25