- Amended Quarterly Report (10-Q/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarterly Period Ended March 31, 2008

o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition period from _______________ to ______________

	Commission File Number: 000-10210

	TREE TOP INDUSTRIES, INC.
	(Exact name of registrant as specified in its charter)

NEVADA		83-0250943
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

	511 Sixth Avenue, Suite 800, New York, New York 10011
	(Address of principal executive offices) (Zip Code)

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


	(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the proceeding 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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check One).

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

As of March 31, 2008 the number of shares outstanding of the registrant's class of common stock was 72,328,400.

	TABLE OF CONTENTS
		Page

PART I	FINANCIAL INFORMATION	1

Item 1.	Financial Statements (Unaudited)	1
	Consolidated Balance Sheets at March 31, 2008 (Unaudited) and December 31, 2007 (Audited)	1
	Consolidated Statement of Operations for the Three Months Ended March 31, 2008 and from Inception through March 31, 2008 (Unaudited)	2
	Consolidated Statement of Stockholder's Equity from inception through March 31, 2008 (Unaudited)	3
	Consolidated Statement of Cash Flow for the Three Months Ended March 31, 2008 and from Inception through March 31, 2008 (Unaudited)	4
	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	9

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11

Item 4T.	Controls and Procedures	11

PART II	OTHER INFORMATION	12

Item 1.	Legal Proceedings	12

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12

Item 3.	Defaults Upon Senior Securities	12

Item 4.	Submission of Matters to a Vote of Security Holders	12

Item 5.	Other Information	12

Item 6.	Exhibits.	12

	SIGNATURES	13

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

TREE TOP INDUSTRIES, INC.

(A Development Stage Company)

Consolidated Balance Sheets

ASSETS
	March 31, 2008			December 31, 2007
	(unaudited)
CURRENT ASSETS
Cash	$	727,201		$	435,858
Work-in-progress		20,848			-
Employee advances		13,800			6,400
Total Current Assets		761,849			442,258

PROPERTY AND EQUIPMENT, NET		85,765			71,973

OTHER ASSETS
Security deposit		12,424			12,424
Total Other Assets		12,424			12,424

TOTAL ASSETS	$	860,038		$	526,655

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	382,509		$	363,451
Accrued expenses		395,252			344,591
Accrued interest payable		47,292			45,560
Due to officers and directors		15,122			170,367
Notes payable		113,000			113,000
Total Current Liabilities		953,175			1,036,969

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred stock, $0.001 par value, 50,000 shares authorized, -0- shares issued and outstanding		-			-
Common stock, $0.001 par value, 350,000,000 shares authorized, 73,427,791 and 72,327,791 shares issued and outstanding		7,343			7,233
Additional paid-in capital		6,788,628			5,139,775
Deficit accumulated during the development stage		(6,889,108	)		(5,657,322	)
Total Stockholders’ Equity (Deficit)		(93,137	)		(510,314	)

TOTAL LIABLITIES & STOCKOLDERS’ EQUITY (DEFICIT)	$	860,038		$	526,655

The accompanying notes are an integral part of these consoldiated financial statements.

TREE TOP INDUSTRIES, INC.

(A Development Stage Company)

Consolidated Statements of Operations

(unaudited)

	For the Three Months Ended March 31, 2008			From Inception on August 1, 2007 through March 31, 2008
REVENUES, net	$	-		$	-

COST OF SALES, net		-			-

GROSS PROFIT		-			-

OPERATING EXPENSES
General and administrative		224,629			2,845,725
Officer compensation		250,991			2,778,701
Professional fees		749,905			1,256,043
Depreciation		4,185			5,794

Total Operating Expenses		1,229,710			6,886,263

OPERATING LOSS		(1,229,710	)		(6,886,263	)

OTHER INCOME (EXPENSES)

Interest expense		(2,076	)		(2,845	)

Total other Income (Expenses)		(2,076	)		(2,845	)

LOSS BEFORE INCOME TAXES		(1,231,786	)		(6,889,108	)
INCOME TAX EXPENSE		-			-

NET LOSS	$	(1,231,786	)	$	(6,889,108	)

BASIC LOSS PER SHARE	$	(0.02	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		72,580,538

The accompanying notes are an integral part of these consoldiated financial statements.

TREE TOP INDUSTRIES, INC.

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

(unaudited)

	Preferred Stock				Common Stock					Additional Paid-In			Accumulated
	Shares		Amount		Shares		Amount			Capital			Deficit			Total

Balance, August 1, 2007 (inception)		-	$	-		-	$	-		$	-		$	-		$	-

Issuance of founder shares at inception at $0.007per share		-		-		68,000,000		68,000			432,000			-			500,000

Shares issue in recapitalization		-		-		987,791		988			(988	)		-			-

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

Stock options issued for cash at $0.10 per share		-		-		-		-			200,000			-			200,000

Stock options issued for services at $0.85 per share		-		-		-		-			126,210			-			126,210

Exercise of stock options at $0.25 per share		-		-		500,000		500			124,500			-			125,000

Shares issued for services at $0.85 per share		-		-		2,590,000		2,590			2,198,910			-			2,201,500

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

Change in par value to $0.001		-		-		-		(65,095	)		65,095			-			-

Net loss for the year ended December 31, 2007		-		-		-		-			-			(5,657,322	)		(5,657,322	)

Balance, December 31, 2007		-		-		72,327,791		7,233			5,139,775			-			(510,314	)

Exercise of stock options at $0.25 per share		-		-		1,100,000		110			724,890			-			725,000

Stock options issued for services		-		-		-		-			923,963			-			923,963

Net loss for the three months ended March 31, 2008		-		-		-		-			-			(1,231,786	)		(1,231,786	)

Balance March 31, 2008		-	$	-		73,427,791	$	7,343		$	6,788,628		$	(6,889,108	)	$	(93,137	)

The accompanying notes are an integral part of these consoldiated financial statements.

TREE TOP INDUSTRIES, INC.

(A Development Stage Company)

Consolidated Statements of Cash Flows

(unaudited)

	For the Three Months Ended March 31, 2008			From Inception on August 1, 2007 through March 31, 2008

OPERATING ACTIVITIES

Net loss	$	(1,231,786	)	$	(6,889,108	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization		4,185			5,794
Stock options and warrants granted for services rendered		923,963			2,544,471
Common stock issued for services rendered		-			2,701,500
Change in operating assets and liabilities
(Increase) Decrease in work-in-progress		(20,848	)		(20,848	)
(Increase) Decrease in employee advances		(7,400	)		(13,800	)
(Increase) Decrease in security deposits		-			(12,424	)
Increase (Decrease) in accounts payable and accrued expenses		71,451			726,188

Net Cash Used in Operating Activities		(260,435	)		(958,227	)

INVESTING ACTIVITIES

Cash received in acquisition		-			44,303
Cash paid for fixed assets		(17,977	)		(91,559	)
					(47,256	)
Net Cash Used in Investing Activities		(17,977	)

FINANCING ACTIVITIES

Repayment of related party loans		(193,365	)		(253,120	)
Cash received from issuance of common stock		725,000			1,550,000
Cash received from related party loans		38,120			435,804

Net Cash Provided by Financing Activities		569,755			1,732,684

NET DECREASE IN CASH		291,343			727,201

CASH AT BEGINNING OF PERIOD		435,858			-

CASH AT END OF PERIOD	$	727,201		$	727,201

The accompanying notes are an integral part of these consoldiated financial statements.

TREE TOP INDUSTRIES, INC.

(A Development Stage Company)

Consolidated Statements of Cash Flows (Continued)

(unaudited)

	For the Three Months Ended March 31, 2008		From Inception on August 1, 2007 through March 31, 2008
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

CASH PAID FOR:
Interest	$	567	$	567
Income Taxes	$	-	$	-

NON-CASH TRANSACTIONS
Common Stock issued for services	$	-	$	2,701,500

The accompanying notes are an integral part of these consoldiated financial statements.

TREE TOP INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. INTERIM PRESENTATION

Initially, we reported the transaction between Tree Top Industries, Inc. (the “Company”) and Ludicrous, Inc. (“Ludicrous”) as a purchase. Subsequently, the Company, along with the independent auditors and legal counsel, determined that such transaction should instead be treated as a reverse merger. The financial statements were restated to account for the change in treatment.

The December 31, 2007 balance sheet data 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 March 31, 2008, its results of operations for the three months ended March 31, 2008 and its cash flows for the three months ended March 31, 2008.

The statements of operations for the three months ended March 31, 2008 are not necessarily indicative of the results for the full year.

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, 2007.

2. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred accumulated losses totaling $6,889,108, has a working capital deficit of $191,326 and is in default on several notes payable (see Note 5).

Since inception (August 1, 2007) through March 31, 2008, 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 has been provided by David Reichman, the present Chief Executive Officer, Chairman and President. 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.

In order for the Company to remain a going concern, it will need to continue to receive funds from the exercise of outstanding warrants and options or through other equity or debt financing. There can be no assurance that the Company will continue to receive any proceeds from the exercise of warrants or options or that the Company will be able to obtain the necessary funds to finance its operations. These conditions raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

3. SIGNIFICANT ACCOUNTING POLICIES

Please refer to the Company's Form 10-KSB for the year ended December 31, 2007 for its significant accounting policies.

4. EARNINGS (LOSS) PER SHARE

The Company computes earnings or loss per share in accordance with Statement of Financial Accounting Standards No.128 (SFAS 128), "Earning Per Share". Basic earnings per share are computed by dividing income available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings per share reflects the potential dilution that could occur if securities or other agreements to issue common stock were exercised or converted into common stock. Diluted earnings per share is computed based upon the weighted average number of common shares and dilutive common equivalent shares outstanding, which includes convertible debentures, stock options and warrants. The calculation of basic and diluted income (loss) per share is as follows:

TREE TOP INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

	Three Months Ended 2008

Net income (loss)	$	(1,231,786	)

Weighted average shares outstanding – basic		72,580,538

Net income (loss) – per share – basic	$	(0.02	)

Weighted average shares outstanding – basic		72,580,538

Weighted average shares outstanding – diluted		72,580,538

Net income (loss) – per share – diluted	$	(0.02	)

5. NOTES PAYABLE

Notes payable consist of various notes bearing interest at rates from 5% to 7%, all with original due dates between August 2000 and September 2002. All of the notes are unpaid to date and are in default. At March 31, 2008, notes payable amounted to $113,000. The notes payable were assumed in the acquisition of Tree Top.

At March 31, 2008, accrued interest on the notes was $ 47,292. Interest expense on the notes amounted to $1,733 for the three months ended March 31, 2008.

6. RELATED PARTY TRANSACTIONS

Due to officers and directors consists of advances primarily from David Reichman, CEO, President and Chairman of the Company. The advances are due on demand and do not bear interest. During the quarter Mr. Reichman advanced the company $38,120 and was repaid $193,365, resulting in a balance owing to him of $15,122 at March 31, 2008.

7. STOCKHOLDERS' EQUITY

On December 26, 2007, the Company's Board of Directors approved for issuance 250,000 stock options to each of its four directors, to be issued effective January 1, 2008, with an at an exercise price of $4.50 per share, expiring October 8, 2018. The options vest 1/24th upon grant and then 1/24th each subsequent month. The fair value of the options as calculated under the Black-Scholes model totaled $1,993,000. For the three months ended March 31, 2007, the Company recognized $249,125 of compensation expense related to these options. The fair value of these options was determined using the following assumptions: risk free rate of 3.39%, no dividend yield, an expected life o five years and a volatility factor of 271.7%.

During the three months ended March 31, 2008, the Company recorded the value of 1,000,000 stock options issued to a shareholder with an at an exercise price of $1.00 per share, expiring October 8, 2008. The fair value of the options as calculated under the Black-Scholes model totaled $548,628 which was recorded as compensation expense. The fair value of these options was determined using the following assumptions: risk free rate of 4.33%, no dividend yield, an expected life of five years and a volatility factor of 275.6%.

TREE TOP INDUSTRIES, INC.

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

The Company also recorded $126,210 of compensation expense relating to the amortization of the October 1, 2007 options issued to David Reichman under his employment contract.

During the three months ended March 31, 2008, 1,100,000 shares of the Company's common stock were issued in exchange for the exercise of stock options:

DATE	OPTIONS EXERCISED		PROCEEDS

January 16, 2008		250,000	$	62,500

March 26, 2008		250,000		62,500

March 26, 2008		600,000		600,000

Total		1,100,000	$	725,000

8. RECENT PRONOUNCEMENT

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities--an amendment of FASB Statement No. 133." SFAS No. 161 requires enhanced disclosures about an entity's derivative and hedging activities and thereby improves the transparency of financial reporting. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not completed its evaluation of SFAS No. 161 to determine the impact that adoption will have on our consolidated financial condition or results of operations.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q for the period ended March 31, 2008 (the “Form 10-Q”), was initially amended to state that the Chief Executive Officer and Principal Accounting Officer of Tree Top Industries, Inc. (“TTI”) concluded that TTI’s disclosure controls and procedures were ineffective and there were material weaknesses in the internal controls over financial reporting. The Form 10-Q has been amended further in order to conform the entire document to a change in the reporting, from a purchase to a reverse merger, of a transaction TTI between TTI and Ludicrous, Inc. (“Ludicrous”, and together with TTI, “we”) and to more fully and accurately disclose the information required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including the disclosure related to our internal controls and procedures and controls over financial reporting.

CAUTIONARY STATEMENTS

This Form 10-Q/A may contain "forward-looking statements, “as that term is used in federal securities laws, about Ludicrous’ consolidated financial condition, results of operations and business. These statements include, among others:

		statements concerning the potential benefits that may be experienced from business activities and certain transactions contemplated or completed; and

		statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. These statements may be made expressly in this Form 10-Q/A. You can find many of these statements by looking for words such as "believes," "expects," "anticipates," "estimates," "opines," or similar expressions used in this Form 10-Q/A. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied in those statements. The most important facts that could prevent us from achieving our stated goals include, but are not limited to, the following:

(a)		volatility or decline of TTI’s stock price;

(b)		potential fluctuation of quarterly results;

(c)		failure to earn revenues or profits;

(d)		inadequate capital to continue or expand its business, and inability to raise additional capital or financing to implement its business plans;

(e)		failure to commercialize our technology or to make sales;

(f)		decline in demand for our products and services;

(g)		rapid adverse changes in markets;

(h)		litigation with or legal claims and allegations by outside parties against TTI or Ludicrous, including but not limited to challenges to intellectual property rights;

(i)		insufficient revenues to cover operating costs;

(j)		failure of the NetThruster.com(R) to operate properly

(k)		competition from other businesses and technologies that materially adversely impacts our operations, financial condition and business performance.

There is no assurance that we will be profitable, we may not be able to successfully develop, manage or market our products and services, we may not be able to attract or retain qualified executives and technology personnel, we may not be able to obtain customers for its products or services, our products and services may become obsolete, government regulation may hinder our business, additional dilution in outstanding stock ownership may be incurred due to the issuance of more shares, warrants and stock options, or the exercise of outstanding warrants and stock options, and other risks inherent in our businesses.

Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. We caution you not to place undue reliance on the statements, which speak only as of the date of this Form 10-Q/A. The cautionary statements contained or referred to in this section should be considered in connection with any subsequent written or oral forward looking statements that we, or persons acting on our behalf, may issue. We do not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward looking statements to reflect events or circumstances after the date of this Form 10-Q/A, or to reflect the

occurrence of unanticipated events.

CURRENT OVERVIEW

Our business is operated through Ludicrous. Ludicrous was formed on August 1, 2007 to engage in the installation and operation of its network for commercialization of its proprietary technology for content delivery for the telecommunications industry. The new content delivery network (“CDN”) developed by Ludicrous is called NetThruster.com®. NetThruster is a content delivery network for Internet distribution of video, music, games and downloads. NetThruster’s advanced network is designed to provide media companies with high-performance, cost-effective delivery of high bandwidth media and software via the Internet.

We are in the process of reevaluating and reorienting our business. With NetThruster, Ludicrous has successfully broadcast live streaming video of events pursuant to event based contracts resulting in minimal revenue to date. This capability may be used by another TTI subsidiary, MLN,Inc., a Delaware corporation(“MLN”), in the operation of MLN's new Internet website. NetThruster also has worked out the necessary hardware equipment designs to support the Internet background logistics of MLN’s coming website, My Lord’s Network. NetThruster may be employed to implement and maintain the website's operational equipment.

The operation of this website is the primary business of MLN. MLN has completed the research and planning necessary to create the website and its supporting business. The focus of the website is the worldwide Christian community but with the initial enrollment emphasis on Christians in the United States. The website is designed to facilitate interaction between enrolled individual members and, in addition, provide information about Christian churches, both their location and events. MLN plans to contract for creation of the initial website and expects to make its revenues through the ongoing operation of the website (through subscriptions fees and advertising).

My Lord’s Network will be designed to bring together members of the Christian community in an arena that provides an opportunity for online social networking and information about church activities across the community. It will strive to provide up-to-date information from its church and ministry members to the individual members. It plans to offer Christian-oriented contemporary news as well.

The primary business model is a content-based Internet website. Individual members will join for free and receive the basic website services. Individual members may enroll with optional yearly fees for additional premium website services. Individual churches will pay a yearly membership fee for services that will enable a church to upload and update church information including a current event schedule and, for an additional amount, weekly videos of the pastor's sermon. There are several sources for the site's actual content. Some sources are simple information pages plus there may be on-demand video downloads. The website plans to have three basic kinds of information pages: each enrolled individual will have his/her own page; each enrolled church will have its own page; and each enrolled ministry will have its own page. The information contained on each type of page is unique. If a sufficient number of people have joined, it will become profitable to sell advertising since a guaranteed audience will exist. Advertising may be either nationwide (or even worldwide) or local since the website will have geographical information about its members and can target advertising based upon that information.

Each church page will have location and activity information for that church. Each church has the ability to continually update its activity or event schedule so that when its page is visited, the information will be topical. Each enrolled church will be able to continuously update the church's web page with topical information. The ministry pages will be customized for each ministry and feature information unique to each particular ministry. Many ministries sell products such as books and videos on their own websites and My Lord's Network plans to offer these same products on its site. Advertising revenues can be realized once a sufficient number of individuals have joined the site and provided their demographic information.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We monitor our estimates on an on-going basis for changes in facts and circumstances, and material changes in these estimates could occur in the future. Changes in estimates are recorded in the period in which they become known. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from our estimates if past experience or other assumptions do not turn out to be substantially accurate.

Certain of our accounting policies are particularly important to the portrayal and understanding of our financial position and results of operations and require us to apply significant judgment in their application. As a result, these policies are subject to an inherent degree of uncertainty. In applying these policies, we use our judgment in making certain assumption and estimates. Our critical accounting policies are described in our Annual Reports on Form 10-KSB and Form 10-KSB/A for the years ended December 31, 2007 and December 31, 2006, respectively. There have been no material changes to our critical accounting policies as of March 31, 2008 and for the three months then ended.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2008

We had revenue in the first three months of 2008 of $0. The lack of revenue is due to TTI becoming a software development company for which no revenue has yet been generated.

Our operating expenses were $1,229,710 in the first three months of 2008, primarily due to stock based compensation expense to officers, directors and a shareholder aggregating $923,963, and the ramp up of TTI’s software development business and associated general and administrative expenses. Our net loss was $1,231,786 in the three months ended March 31, 2008.

CAPITAL RESOURCES

TTI’s cash position was $727,201 at March 31, 2008 compared to $435,858 at December 31, 2007. The increase in cash is attributable to cash proceeds from the exercise of stock options of $725,000, offset by repayments of officer's loans and cash utilized in operating activities.

As of March 31, 2008, TTI had current assets of $761,849 and current liabilities of $953,175.

Net cash used in operating activities amounted to $415,680 for the three month period ended March 31, 2008. The primary reason for the utilization of cash in 2008 was to fund the new software development business of the Company. Net cash provided by financing activities amounted to a $725,000 for the three months ended March 31, 2008. The increase in 2008 resulted from the exercise of stock options of $725,000. We had repayments of officers' loans of $155,245.

We do not have sufficient capital to meet our cash requirements for the coming twelve months as we continue with our plan of securing customer relationships and developing requisite products. We intend to meet our cash requirements through sales of our products and plan to continue to generate sales leads through marketing. We will also attempt to raise additional capital through the sale of our common stock or through debt financing. We estimate that we will need between $150,000 and $200,000 annually to maintain our reporting obligations, we estimate that we will incur approximately $500,000 in marketing and sales costs during the next twelve months of operations and that our research and development costs will be approximately $100,000 during the next twelve months of operations. There is no assurance, however, that the funds will be available or adequate.

GOING CONCERN QUALIFICATION

We have incurred significant losses from operations, and such losses are expected to continue. Our auditors have included a "Going Concern Qualification" in their report for the year ended December 31, 2007. In addition, we have limited working capital. The foregoing raises substantial doubt about our ability to continue as a going concern. Management's plans include seeking additional capital and/or debt financing. There is no guarantee that additional capital and/or debt financing will be available when and to the extent required, or that if available, it will be on acceptable terms. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The "Going Concern Qualification" may make it substantially more difficult to raise capital.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Principal Accounting Officer.

We maintain a set of disclosure controls and procedures which were designed to ensure that information required to be disclosed by TTI in the reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's (“SEC”)rules and forms. Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our Chief Executive Officer and Principal Accounting Officer, to allow timely decisions regarding required disclosure.

Based upon his evaluation as of the end of the period covered by this report, our Chief Executive Officer and Principal Accounting Officer concluded that our disclosure controls and procedures are not effective to ensure that information required to be included in our periodic filings with the SEC are recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, nor to ensure that information we are required to include in the reports that we file or submit under the Act is accumulated and communicated to management, including our Chief Executive Officer and Principal Accounting Officer, as appropriate to allow timely decisions regarding required disclosure, both due to certain weaknesses in the internal control over our financial reporting.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

At the end of 2007, Section 404 of the Sarbanes-Oxley Act required our management to provide an assessment of the effectiveness of our internal control over financial reporting, and at the end of 2009, our independent registered public accountants will be required to audit management's assessment. We completed our assessment for the fiscal year ended December 31, 2007 and identified the following material weaknesses which continued to exist at the end of our first fiscal quarter ending on March 31, 2008:

We have been deficient in our interpretation of generally accepted accounting principles ("GAAP") and in verifying our interpretations by conferring with additional qualified outside consultants, as well as our independent certified public accountants. In particular, we were deficit in our interpretation of the application of GAAP to our business combination with Ludicrous, and the effect of our voting trust agreements on the manner in which we would report that business combination under GAAP.

Because of the material weaknesses noted above, management, including our Chief Executive Officer and our Principal Accounting Officer, concluded that we did not maintain effective internal control over financial reporting as of December 31, 2007, based on the INTERNAL CONTROL OVER FINANCIAL REPORTING -GUIDANCE FOR SMALLER PUBLIC COMPANIES. Accordingly, TTI restated its financial statements for the fiscal quarter ending March 31, 2008.

We are in the process of implementing remediation efforts with respect to the material weaknesses which include:

The establishment of a system of external verification of our interpretations of GAAP with respect to all of our financial reporting obligations, by retaining and conferring with our private certified public accountant, who is now an outside consultant to TTI, in conjunction with ongoing consultation with our independent certified public accounting firm that performs the audit of our financial statements.

We believe the foregoing efforts will enable us to improve our internal control over financial reporting. Management is committed to continuing efforts aimed at improving the design adequacy and operational effectiveness of its system of internal controls. The remediation efforts noted above will be subject to our internal control assessment, testing and evaluation process.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

Other than the modification to our internal controls over financial reporting which established a verification procedure, including conferring with qualified outside professional consultants, to verify our ongoing interpretation of GAAP, as described above, there have been no changes in our internal controls over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonable likely to materially affect, our internal controls over financial reporting.

INHERENT LIMITATIONS ON EFFECTIVENESS OF CONTROLS

TTI’s management does not expect that its disclosure controls or its internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within TTI have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Our disclosure controls and procedures are designed to provide reasonable assurance of that our reports will be accurate. Our Chief Executive Officer and Principal Accounting Officer concludes that our disclosure controls and procedures were ineffective at that reasonable assurance level, as of the end of the period covered by this Form 10-Q/A. Our future reports shall also indicate that our disclosure controls and procedures are designed for this reason and shall indicate the related conclusion by the Chief Executive Officer and Principal Accounting Officer as to their effectiveness.

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A.-RISK FACTORS

WE DID NOT TIMELY FILE WITH THE SEC OUR FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007. AS A RESULT OF THIS DELAYED FILING, WE ARE CURRENTLY INELIGIBLE TO USE FORM S-3 TO REGISTER SECURITIES WITH THE SEC IN CAPITAL-RAISING TRANSACTIONS, WHICH MAY ADVERSELY AFFECT OUR COST OF FUTURE CAPITAL.

We did not timely file with the SEC our Form 10-KSB for the fiscal year ended December 31, 2007. Although we are now current in our filings with the SEC, because our Form 10-KSB was not filed within the deadline promulgated by the SEC, the filing was not timely under applicable SEC rules. As a result of the delayed filing of our Form 10-KSB, we are ineligible to use a "short form" registration statement on Form S-3 to register securities for sale by us or for resale by other security holders, in capital raising transactions, until we have timely filed all periodic reports under the Securities Exchange Act of 1934 for at least 12 calendar months. In the meantime, for capital raising transactions, we would need to use Form S-1 to register securities with the SEC, or issue such securities in a private placement, which could increase the time and resources required to raise capital during this period.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

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

Not Applicable.

ITEM 5. OTHER INFORMATION

Not Applicable.

ITEM 6. EXHIBITS

(a) Exhibits

EXHIBIT NO.		DESCRIPTION
31.1		Section 302 Certification of Chief Executive Officer
31.2		Section 302 Certification of Chief Financial Officer
32.1		Section 906 Certification of Chief Executive Officer
32.2		Section 906 Certification of Chief Financial Officer

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TREE TOP INDUSTRIES, INC.

Date: April 9, 2009	By:	/s/ David Reichman
		David Reichman, Chief Executive Officer and Chairman (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/S/ David Reichman
	David Reichman, Chairman of the Board, Chief Executive Officer, President Chief Financial Officer, and Secretary	Date: April 9, 2009


By:	/S/ Frank Benintendo	Date: April 9, 2009
	Frank Benintendo, Director

By:	/S/ Michael Valle	Date: April 9, 2009
	Michael Valle, Director

By:	/S/ Don Gilbert	Date: April 9, 2009
	Don Gilbert, Director

By:	/S/ Christopher Cecil	Date: April 9, 2009
	Christopher Cecil