- Current report filing (8-K)
March 06 2012 - 4:26PM
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): March
2, 2012
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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511 Sixth Avenue, Suite 800
New York, NY
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10011
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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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 March 1, 2012, Tree Top Industries, Inc.
(“Tree Top”), entered into a binding term agreement (the “Agreement”) with Stemcom, LLC d/b/a Pipeline
Nutrition (“Pipeline”). Under the terms of the Agreement, Tree Top will acquire 100% of Stemcom, LLC. Stemcom
will receive convertible preferred stock of GoHealthMD, Inc. (“GoHealthMD”) which will be convertible after one year
and one day from the closing of the transactions contemplated in the Agreement into either (i) a minimum of 51% of the common stock
of a subsidiary of GoHealthMD to be formed or (ii) a certain number of shares of common stock of Tree Top. The securities to be
received upon conversion of the convertible preferred stock shall be at the discretion of the holder of the convertible preferred
stock.
The conversion rate under (ii) above will be determined on the date of conversion. Tree Top anticipates
closing on the transactions contemplated in the Agreement in approximately thirty days from the date of the Agreement.
Prior to the date of the Agreement, Stemcom
had no interaction, other than the negotiation of the Agreement, with Tree Top.
Tree Top Industries, Inc. (TTII:OTCQB), (TTII:OTCBB) is
a publicly traded, bulletin board company whose subsidiaries hold patents and intellectual properties in bioscience, clean-tech,
and global health technologies. Tree Top, because it is a publicly traded reporting company and a PCAOB audited company, may provide
a platform for successful capital raise, management expertise, structure, transparency, and growth potential to potential acquisition
candidates. Tree Top can also deliver the means, through incubation, for private companies to become public entities
in good standing. Tree Top is in the development stage, actively acquiring companies and technologies using several different business
paradigms, including exchange of stock, joint venture, and other partnership configurations.
Stemcom
formulates, manufactures and distributes performance supplements under the trade name Pipeline Nutrition. Pipeline Nutrition’s
products are all natural and full dose. The compounds used to formulate Pipeline’s products are at the same dosing level
as those tested in double blind placebo-controlled human research, which is a test used to prove effectiveness. Pipeline Nutrition
formulates products in conjunction with the human performance lab at Rutgers University, and is privy to breaking compound research.
Pipeline products are manufactured in accordance with all applicable federal regulations, as well as current Good Manufacturing
Practices (GMPs) standards set by the Natural Products Association (NPA). All Pipeline Nutrition’s products are compliant
to FTC and NAD standards.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1
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Term Agreement, between Tree Top Industries, Inc. and Stemcom, LLC d/b/a Pipeline Nutrition, dated March 1, 2012.
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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.
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TREE TOP INDUSTRIES, INC.
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Date: March 5, 2012
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By:
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/s/ David Reichman
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David Reichman, Chairman & CEO
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