- Current report filing (8-K)
April 29 2009 - 4:04PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 22, 2009
TREE TOP INDUSTRIES,
INC.
(Exact
name of Registrant as specified in its charter)
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Nevada
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000-10210
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83-0250943
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(State
or other jurisdiction of
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(Commission
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(IRS
Employer
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incorporation)
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File
Number)
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Identification
No.)
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100
Corporate Pointe, Suite 230, Culver City, CA
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90230
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(775) 261-3728
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Registrant under any of the following
provisions:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
1.01 Entry Into a Material Definitive Agreement
On April
24, 2009, Tree Top Industries, Inc. (the “Company”) entered into a stock
exchange agreement (the "Exchange Agreement") with BioEnergy Applied
Technologies Inc., a Nevada corporation (“BAT”), BioEnergy Systems Management
Inc. (“Bio”), Wimase Limited (“Wimase”) and Energetic Systems Inc., LLC
(“Energetic” and together with Bio and Wimase, the
“Stockholders”). Under the terms of the Exchange Agreement, the
Company agreed to acquire, all of the issued and outstanding shares of
BAT. The proposed acquisition will result in BAT becoming a
wholly-owned subsidiary of the Company upon closing. The Exchange Agreement
calls for the issuance of a total of 3,500,000 shares of common stock of the
Company, par value $.0001 per share (the “Common Stock”), in exchange for the
transfer of all of the issued and outstanding shares of common stock of BAT
(“BAT Stock”) to the Company.
Closing
of the transactions contemplated in the Exchange Agreement shall be no later
than May 1, 2009, (the “Closing Date”). On the Closing Date: (i) all
of the issued and outstanding shares of BAT Stock will be transferred to the
Company making the Company the sole shareholder of BAT and (ii) the Stockholders
will receive an aggregate of 3,500,000 shares of Common Stock. The 3,500,000
shares of Common Stock will represent approximately 5.4% of the total
issued and outstanding Common Stock. The closing of this transaction will not
effect a change in control of the Company.
Prior to
the date of the Exchange Agreement, neither the Company nor any affiliate of the
Company has had any material relationship with BAT other than in respect of the
negotiation of the Exchange Agreement.
BAT is
the originator and incubator of environmentally friendly technologies useful in
the areas of energetic materials, chemicals and chemical processes,
gasification, and the safe and novel destruction of biological and other
hazardous wastes.
The
Company has been focused on the incubation growth and commercialization of novel
technology platforms designed to address the fundamental limitations of many of
today’s technologies and businesses. The Company and the newly announced
acquisition will seek to provide key technologies to the biofuels sector,
designed to help make biofuels more cost effective and of a higher
quality.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
10.1 Stock
Exchange Agreement, dated April 24, 2009, by and among Tree Top
Industries, Inc., BioEnergy Applied Technologies Inc., BioEnergy Systems
Management Inc., Wimase Limited and Energetic Systems Inc.,
LLC.
10.2 Holdback
Escrow Agreement, dated April 24, 2009, by and among Tree Top Industries,
Inc., BioEnergy Applied Technologies Inc., BioEnergy Systems Management
Inc., Wimase Limited and Energetic Systems Inc., LLC.
10.3 Voting
Agreement, dated April 24, 2009, by and among Tree Top Industries, Inc.,
BioEnergy Applied Technologies Inc., BioEnergy Systems Management Inc.,
Wimase Limited, Energetic Systems Inc., LLC. and Dr. Fortunato
Villamagna
99.1 Press
release of Tree Top Industries, Inc., dated April 28, 2009.
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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.
Dated: April
29, 2009
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TREE
TOP INDUSTRIES, INC.
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By: s David
Reichman
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David
Reichman, Chairman of the Board,
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Chief
Executive Officer, President, and Chief Financial
Officer
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