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Tree Top Industries, Inc. – ‘PRER14C’ on 12/14/07

On: Friday, 12/14/07, at 4:18pm ET · Accession #: 1065949-7-206 · File #: 0-10210

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/14/07  Tree Top Industries, Inc.         PRER14C                1:29K                                    Chilcote Candi M/FA

Revised Preliminary Proxy Information Statement — Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRER14C     Revised Preliminary Proxy Information Statement       13     61K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Company and the Transactions, The Proposed Shareholder Actions The Company and the Transactions 2007 Omnibus Stock and Incentive Plan
1	1st Page - Filing Submission
3	The Company and the Transactions
"	Proposed Shareholder Actions
4	2007 Omnibus Stock and Incentive Plan

PRER14C 1st Page of 13 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of
 the Securities Exchange Act of 1934

 (Amendment No. 1)

Check the appropriate box:                                                      

X    Preliminary Information Statement                                          

_    Confidential,  for  Use  of the  Commission  Only  (as  permitted  by  Rule
14c-5(d)(2))                                                          

_    Definitive Information Statement                                           

 TREE TOP INDUSTRIES, INC.
 ---------------------------------------
(Name of Registrant As Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):                              

X    No fee required.                                                           

__   Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.      

     (1)     Title of each class of securities to which transaction applies:

  (2)     Aggregate number of securities to which transaction applies:

       (3)     Per unit price or other underlying value of transaction  computed
               pursuant to Exchange Act Rule 0-11 (set forth the amount on which
            the filing fee is calculated and state how it was determined):

(4)     Proposed maximum aggregate value of transaction:          

(5)     Total fee paid:                                           

__   Fee paid previously with preliminary materials.                            

__   Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                   

(1)     Amount Previously Paid:                                   

(2)     Form, Schedule or Registration Statement No.:             

(3)     Filing Party:                                             

(4)     Date Filed:                                               

PRER14C 2nd Page of 13 TOC 1st Previous Next ↓Bottom Just 2nd
 TREE TOP INDUSTRIES, INC.
 1041 N. FORMOSA AVENUE, PICKFORD BUILDING, #199
WEST HOLLYWOOD, CALIFORNIA 90046

 NOTICE OF ACTION TO BE TAKEN BY
THE SHAREHOLDERS

 DECEMBER 14, 2007

To The Shareholders of Tree Top Industries, Inc.                                

         David  Reichman,  Michael  Valle,  Frank  Benintendo,  and Don  Gilbert
(collectively,  the "Majority Shareholders") were entitled to vote of a total of
68,718,245 shares or approximately 96% of the total issued and outstanding stock
of Tree  Top  Industries,  Inc.,  a Nevada  corporation  (the  "Company")  as of
November  28,  2007.  The Majority  Shareholders  intend to adopt the  following
resolutions  by written  consent in lieu of a meeting  pursuant  to the  General
Corporation Law of the State of Nevada.                                         

1.       Authorize  the  officers  and  directors  of the  Company  to cause the
         Company to amend its Certificate of Incorporation in order to authorize
         50,000 shares of preferred  stock,  par value $0.0001 per share, and to
         increase  the  number  of  authorized   shares  of  common  stock  from
  75,000,000, par value $0.001, to 350,000,000, par value $0.0001.

2.       Ratify the adoption of the 2007 Omnibus  Stock and  Incentive  Plan for
the Company.                                                  

 David Reichman, Chief Executive Officer and President

 -----------

WE ARE NOT ASKING YOU FOR A CONSENT OR A PROXY AND YOU
 ARE REQUESTED NOT TO SEND US A PROXY.

 -----------

PRER14C 3rd Page of 13 TOC 1st Previous Next ↓Bottom Just 3rd
 TREE TOP INDUSTRIES, INC.
 1041 N. FORMOSA AVENUE, PICKFORD BUILDING, #199
WEST HOLLYWOOD, CALIFORNIA 90046

 DECEMBER 14, 2007

 SHAREHOLDERS ACTION

         The Majority  Shareholders  submitted their consents to the shareholder
resolutions  described in this  Information  Statement on or about  November 20,
2007, to be effective  upon the  satisfaction  by the Company of all  applicable
filing and notification  requirements of the Securities and Exchange Commission.
As of November 28,  2007,  the Majority  Shareholders  were  entitled to vote of
record  68,718,245  shares of the Company's  common stock,  par value $0.001 per
share, or approximately 96% of the total issued and outstanding  common stock of
the  Company.  The  remaining  outstanding  shares of  common  stock are held by
approximately 725 other shareholders.                                           

         The Majority  Shareholders  consist of David  Reichman,  the  Chairman,
Chief Executive Officer and President of the Company,  Michael Valle, a director
of the Company, Frank Benintendo,  a director of the Company, and Don Gilbert, a
director of the Company. See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS." 

         Holders  of the  common  stock of record as of  November  28,  2007 are
entitled to submit their  consent to the  shareholder  resolutions  described in
this Information Statement,  although no shareholder consents other than that of
the  Majority  Shareholders  are  required  to be  submitted  in  order  for the
resolution to be adopted.  The Company is not soliciting consents or proxies and
shareholders  have no  obligation  to  submit  either  of them.  Whether  or not
shareholders  submit  consents should not affect their rights as shareholders or
the  prospects  of the  proposed  shareholder  resolutions  being  adopted.  The
Majority  Shareholders  will  consent  to  all of  the  shareholder  resolutions
described in this Information Statement. Other shareholders who desire to submit
their  consents  must do so by January 30, 2008 and once  submitted  will not be
revocable.  The affirmative vote of the holders of a majority of the outstanding
common  stock of the Company is required to adopt the  resolutions  described in
this  Information  Statement.  Nevada  law does not  require  that the  proposed
transactions  be  approved by a majority of the  disinterested  shareholders.  A
total of  71,578,400  shares of common  stock  will be  entitled  to vote on the
Company's proposed transactions described in this Information Statement.        

THE COMPANY AND THE TRANSACTIONS

PROPOSED SHAREHOLDER ACTIONS                                                    

         The  Company  has its  executive  offices  at 1041 N.  Formosa  Avenue,
Pickford  Building,  #199, West Hollywood,  California  90046, and its telephone
number is (323) 850-2458.  As described in the accompanying  NOTICE OF ACTION TO
BE TAKEN BY THE  SHAREHOLDERS,  the Company proposes to amend its Certificate of
Incorporation  (the "Amendment") in order to, among other things,  (i) authorize
50,000 shares of preferred  stock, par value $0.0001 per share and (ii) increase
the  number of  authorized  shares of common  stock from  75,000,000,  par value
$0.001, to 350,000,000,  par value $0.0001.  The Company also proposes to ratify
the adoption of the 2007 Omnibus Stock and Incentive Plan for the Company.      

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         AMENDMENT TO  CERTIFICATE OF  INCORPORATION.  The Board of Directors of
the Company voted unanimously to implement the Amendment. The Board of Directors
believes  that  the  implementation  of  the  Amendment  is  necessary  to  have
additional  shares  available  for  issuance  to enable  the  Company to further
capitalize  and grow.  The Company is not expected to  experience a material tax
consequence as a result of amending the Company's  Certificate of Incorporation.
The Board of Directors,  however, has the authority,  without the consent of any
of the Company's  shareholders,  to issue additional  shares of its common stock
and shares of its preferred stock, and to determine the rights,  preferences and
privileges  of such  stock.  The Board of  Directors  may issue such  additional
shares in order to raise capital or to frustrate a third-party  transaction  by,
for example,  diluting the stock  ownership of persons seeking to obtain control
of the Company.  Consequently,  authorizing  preferred  stock and increasing the
number of  authorized  shares of the  Company's  common  stock may  subject  the
Company's  existing  shareholders  to future  dilution of their ownership in the
Company and have  anti-takeover  effects.  Currently,  the Company has no plans,
proposals,  or arrangements  for the issuance of the shares that result from the
authorization of preferred stock and the increase in authorized shares of common
stock,  other than the issuance of shares pursuant to the exercise of authorized
stock options under the Company's 2007 Omnibus Stock and Incentive Plan.        

         2007 OMNIBUS  STOCK AND INCENTIVE  PLAN.  The Board of Directors of the
Company voted  unanimously  to adopt the 2007 Omnibus  Stock and Incentive  Plan
(the "2007 Plan"). The Board of Directors believes that the adoption of the 2007
Plan will be critical to attracting,  retaining,  and  motivating  employees and
other eligible persons of the Company.                                          

         Below is a summary of the principal  provisions  of the 2007 Plan.  The
summary is not necessarily  complete,  and reference is made to the full text of
the 2007 Plan attached as an Exhibit to this Information Statement.  Capitalized
terms used,  but not defined  herein,  have the same meaning as set forth in the
2007 Plan.                                                                      

         TYPES OF AWARDS.  The 2007 Plan  allows any of the  following  types of
awards, to be granted alone or in tandem with other awards:                     

                  STOCK OPTIONS.  Stock options  granted under the 2007 Plan may
be either  incentive stock options  ("ISOs"),  which are intended to satisfy the
requirements  of Section 422 of the Internal  Revenue  Code of 1986,  as amended
(the "Code"), or nonstatutory stock options ("NSOs"),  which are not intended to
meet those  requirements.  Award  agreements for stock options may include rules
for exercise of the stock options after termination of service.  Options may not
be exercised  unless they are vested,  and no option may be exercised  after the
end of the term set forth in the award agreement.                               

                  RESTRICTED  STOCK.  Restricted  stock is common  stock that is
subject  to  restrictions,  including  a  prohibition  against  transfer  and  a
substantial  risk of forfeiture,  until the end of a "restricted  period" during
which the grantee must satisfy certain vesting  conditions.  If the grantee does
not satisfy the vesting  conditions  by the end of the  restricted  period,  the
restricted  stock is forfeited or will be  repurchased by us at the lower of the
stock's  fair  market  value or  issuance  price  if the  restricted  stock  was
originally purchased by the grantee. During the restricted period, the holder of
restricted stock has the rights and privileges of a regular stockholder,  except
that the restrictions set forth in the applicable award agreement apply.        

                  RESTRICTED  STOCK UNITS. A restricted  stock unit entitles the
grantee to receive common stock,  or cash (or other property) based on the value
of common  stock,  after a  "restricted  period"  during  which the grantee must
satisfy certain vesting conditions.  If the grantee does not satisfy the vesting
conditions by the end of the restricted  period,  the  restricted  stock unit is
forfeited.                                                                      

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PRER14C 5th Page of 13 TOC 1st Previous Next ↓Bottom Just 5th
                  STOCK APPRECIATION RIGHTS. A stock appreciation right entitles
the grantee to receive,  with respect to a specified  number of shares of common
stock,  any  increase  in the  value of the  shares  from the date the  award is
granted  to the date the  right is  exercised.  Under the 2007  Plan,  all stock
appreciation  rights must be settled in common  stock  except as provided by the
Compensation  Committee.  Award  agreements  for stock  appreciation  rights may
include rules for exercise of the stock appreciation rights after termination of
service.                                                                        

                  OTHER  EQUITY-BASED  AWARDS. The 2007 Plan also authorizes the
Compensation  Committee to grant other types of equity-based  compensation.  For
example,  the  Compensation  Committee may grant shares of common stock upon the
achievement of Performance Objectives (as below defined).                       

         ADMINISTRATION.  The 2007 Plan will be administered by the Compensation
Committee.  The  Compensation  Committee will at all times be composed of two or
more members of the Board of Directors who are not our employees or consultants.
The 2007 Plan gives the Compensation  Committee  discretion to make awards under
the 2007  Plan,  to set the terms of award  agreements  (including  the type and
amount  of  any  award),   to  establish  rules  for  the   interpretation   and
administration  of the 2007  Plan),  and to make other  determinations  and take
other  actions  consistent  with the terms and  purposes  of the 2007 Plan.  The
Compensation Committee may delegate to one or more of our executive officers the
authority  to select  individuals  (other than  executive  officers)  to receive
awards  under  the 2007 Plan and to  determine  the  amount  and types of awards
granted to individuals who are selected.                                        

         ELIGIBILITY.  Any  employee  or director  of, or  consultant  for,  the
Company or any of its  subsidiaries  or other  affiliates  will be  eligible  to
receive awards under the 2007 Plan.                                             

         SHARES  AVAILABLE FOR AWARDS.  6,000,000 shares of common stock will be
reserved for awards under the 2007 Plan. In addition, on each anniversary of the
2007 Plan's effective date on or before the fifth  anniversary of the closing of
this offering,  the aggregate number of shares of our common stock available for
issuance  under the 2007 Plan will be  increased  by the lesser of (a) 5% of the
total  number of shares of our common  stock  outstanding  as of the December 31
immediately  preceding  the  anniversary,  (b) 500,000  shares,  or (c) a lesser
number of shares of our common  stock that our  board,  in its sole  discretion,
determines.  In general,  shares  reserved for awards that lapse or are canceled
will be added back to the pool of shares  available  for  awards  under the 2007
Plan. Awards other than stock options, stock appreciation rights, and restricted
stock may be settled in media  other than  common  stock,  such as cash.  In any
year,  an eligible  employee,  consultant,  or director may receive  awards with
respect  to no more than  2,500,000  shares.  If an award is to be  settled in a
medium other than common stock, the number of shares on which the award is based
will count toward the limit. The 2007 Plan authorizes the Compensation Committee
to adjust the limit on the number of shares available for awards (up or down) in
response to changes in the number of outstanding shares of common stock, such as
dividends payable in stock, stock splits,  combinations,  and reclassifications.
Also,  in  response  to  certain  extraordinary  events  (such as  extraordinary
dividends or a merger or spinoff),  the  Compensation  Committee may provide for
cash  payments  or award  substitutions  to reflect  consideration  received  by
stockholders.                                                                   

         VESTING  AND  PERFORMANCE  OBJECTIVES.  Awards  under the 2007 Plan are
forfeitable  until they become  vested.  An award will become vested only if the
vesting  conditions  set  forth in the award  agreement  (as  determined  by the
Compensation  Committee)  are  satisfied.  The  vesting  conditions  may include
performance  of services for a specified  period,  achievement  of  "Performance
Objectives"  (as described  below),  or a combination of both. The  Compensation
Committee also has authority to provide for accelerated  vesting upon occurrence
of an event such as a change in control.  Performance Objectives selected by the
Compensation Committee as vesting conditions will be based on one or more of the
following  performance  measures:  net  earnings or net income  (before or after
taxes);  earnings per share; net sales or revenue growth;  net operating profit;

-3- 

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return  measures  (including,  but not  limited to,  return on assets,  capital,
equity, sales, or revenue); cash flow (including,  but not limited to, operating
cash flow, free cash flow,  cash flow return on equity,  and cash flow return on
investment);  earnings  before or after taxes,  interest,  depreciation,  and/or
amortization;  gross or  operating  margins;  productivity  ratios;  share price
(including,  but not limited to, growth measures and total shareholder  return);
expense targets;  margins;  operating efficiency;  market share; working capital
targets; cash value added; economic value added; market penetration; and product
introductions,  in each case  determined in accordance  with generally  accepted
accounting  principles  subject to  modifications  approved by the  Compensation
Committee)  consistently applied on a business unit,  divisional,  subsidiary or
consolidated basis or any combination thereof.                                  

         NO REPRICING.  The 2007 Plan  specifically  prohibits the  Compensation
Committee from repricing any stock options or stock appreciation rights.        

         NONTRANSFERABILITY.  In general,  awards under the 2007 Plan may not be
assigned or transferred  except by will or the laws of descent and distribution.
However, the Compensation Committee may allow the transfer of NSOs to members of
a 2007  Plan  participant's  immediate  family  or to a trust,  partnership,  or
corporation in which the parties in interest are limited to the  participant and
members of the participant's immediate family.                                  

         AMENDMENT AND  TERMINATION.  The Board of Directors or the Compensation
Committee may amend, alter,  suspend, or terminate the 2007 Plan at any time. If
necessary to comply with any applicable law (including stock exchange rules), we
will first obtain stockholder approval.  Amendments,  alterations,  suspensions,
and termination of the 2007 Plan generally may not impair a participant's  (or a
beneficiary's)  rights  under  an  outstanding  award.  However,  rights  may be
impaired if necessary to comply with an applicable law or accounting  principles
(including a change in the law or accounting  principles)  pursuant to a written
agreement with the participant.                                                 

         DURATION.  Unless it is terminated sooner, the 2007 Plan will terminate
upon the  earlier of  September  30, 2017 or the date all shares  available  for
issuance under the 2007 Plan have been issued and vested.                       

         The  following  table  sets  forth  information  with  respect to stock
options to officers and  directors of the Company  granted  pursuant to the 2007
Plan through December 12, 2007.                                                 

                                                        [Enlarge/Download Table]

-------------------- --------------------- ------------------- ------------------ ---------------- -------------------
       Name                 Title          Number of Options    Exercise Price        Vesting       Expiration Date   
                                                Granted                              Schedule                         
-------------------- --------------------- ------------------- ------------------ ---------------- -------------------
-------------------- --------------------- ------------------- ------------------ ---------------- -------------------
                                                                                                                      
David Reichman       Chief Executive           1,200,000             $0.55        50,000: 10/1/07   October 1, 2012   
                     Officer and                                                  50,000: 11/1/07                     
                     President                                                    50,000: 12/1/07                     
                                                                                  50,000: 01/1/08                     
                                                                                  50,000: 02/1/08                     
                                                                                  50,000: 03/1/08                     
                                                                                  50,000: 04/1/08                     
                                                                                  50,000: 05/1/08                     
                                                                                  50,000: 06/1/08                     
                                                                                  50,000: 07/1/08                     
                                                                                  50,000: 08/1/08                     
                                                                                  50,000: 09/1/08                     
                                                                                  50,000: 10/1/08                     
                                                                                  50,000: 11/1/08                     
                                                                                  50,000: 12/1/08                     
                                                                                  50,000: 01/1/09                     

                                      -4-                                                                             

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                                                                                  50,000: 02/1/09                     
                                                                                  50,000: 03/1/09                     
                                                                                  50,000: 04/1/09                     
                                                                                  50,000: 05/1/09                     
                                                                                  50,000: 06/1/09                     
                                                                                  50,000: 07/1/09                     
                                                                                  50,000: 08/1/09                     
                                                                                  50,000: 09/1/09                     
-------------------- --------------------- ------------------- ------------------ ---------------- -------------------
-------------------- --------------------- ------------------- ------------------ ---------------- -------------------

David Reichman       Chief Executive            250,000              $4.50        10,417: 01/1/08   December 6, 2017  
                     Officer and                                                  10,417: 02/1/08                     
                     President                                                    10,417: 03/1/08                     
                                                                                  10,417: 04/1/08                     
                                                                                  10,417: 05/1/08                     
                                                                                  10,417: 06/1/08                     
                                                                                  10,417: 07/1/08                     
                                                                                  10,417: 08/1/08                     
                                                                                  10,417: 09/1/08                     
                                                                                  10,417: 10/1/08                     
                                                                                  10,417: 11/1/08                     
                                                                                  10,417: 12/1/08                     
                                                                                  10,417: 01/1/09                     
                                                                                  10,417: 02/1/09                     
                                                                                  10,417: 03/1/09                     
                                                                                  10,417: 04/1/09                     
                                                                                  10,417: 05/1/09                     
                                                                                  10,417: 06/1/09                     
                                                                                  10,417: 07/1/09                     
                                                                                  10,417: 08/1/09                     
                                                                                  10,417: 09/1/09                     
                                                                                  10,417: 10/1/09                     
                                                                                  10,417: 11/1/09                     
                                                                                  10,409: 12/1/09                     
-------------------- --------------------- ------------------- ------------------ ---------------- -------------------
-------------------- --------------------- ------------------- ------------------ ---------------- -------------------
Michael Valle        Director                   250,000              $4.50        10,417: 01/1/08   December 6, 2017  
                                                                                  10,417: 02/1/08                     
                                                                                  10,417: 03/1/08                     
                                                                                  10,417: 04/1/08                     
                                                                                  10,417: 05/1/08                     
                                                                                  10,417: 06/1/08                     
                                                                                  10,417: 07/1/08                     
                                                                                  10,417: 08/1/08                     
                                                                                  10,417: 09/1/08                     
                                                                                  10,417: 10/1/08                     
                                                                                  10,417: 11/1/08                     
                                                                                  10,417: 12/1/08                     
                                                                                  10,417: 01/1/09                     
                                                                                  10,417: 02/1/09                     
                                                                                  10,417: 03/1/09                     
                                                                                  10,417: 04/1/09                     
                                                                                  10,417: 05/1/09                     
                                                                                  10,417: 06/1/09                     
                                                                                  10,417: 07/1/09                     
                                                                                  10,417: 08/1/09                     
                                                                                  10,417: 09/1/09                     
                                                                                  10,417: 10/1/09                     
                                                                                  10,417: 11/1/09                     
                                                                                  10,409: 12/1/09                     
-------------------- --------------------- ------------------- ------------------ ---------------- -------------------

                                      -5-                                                                             

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-------------------- --------------------- ------------------- ------------------ ---------------- -------------------
-------------------- --------------------- ------------------- ------------------ ---------------- -------------------
Frank Benintendo     Director                   250,000              $4.50        10,417: 01/1/08   December 6, 2017  
                                                                                  10,417: 02/1/08                     
                                                                                  10,417: 03/1/08                     
                                                                                  10,417: 04/1/08                     
                                                                                  10,417: 05/1/08                     
                                                                                  10,417: 06/1/08                     
                                                                                  10,417: 07/1/08                     
                                                                                  10,417: 08/1/08                     
                                                                                  10,417: 09/1/08                     
                                                                                  10,417: 10/1/08                     
                                                                                  10,417: 11/1/08                     
                                                                                  10,417: 12/1/08                     
                                                                                  10,417: 01/1/09                     
                                                                                  10,417: 02/1/09                     
                                                                                  10,417: 03/1/09                     
                                                                                  10,417: 04/1/09                     
                                                                                  10,417: 05/1/09                     
                                                                                  10,417: 06/1/09                     
                                                                                  10,417: 07/1/09                     
                                                                                  10,417: 08/1/09                     
                                                                                  10,417: 09/1/09                     
                                                                                  10,417: 10/1/09                     
                                                                                  10,417: 11/1/09                     
                                                                                  10,409: 12/1/09                     
-------------------- --------------------- ------------------- ------------------ ---------------- -------------------
-------------------- --------------------- ------------------- ------------------ ---------------- -------------------
Don Gilbert          Director                   250,000              $4.50        10,417: 01/1/08   December 6, 2017  
                                                                                  10,417: 02/1/08                     
                                                                                  10,417: 03/1/08                     
                                                                                  10,417: 04/1/08                     
                                                                                  10,417: 05/1/08                     
                                                                                  10,417: 06/1/08                     
                                                                                  10,417: 07/1/08                     
                                                                                  10,417: 08/1/08                     
                                                                                  10,417: 09/1/08                     
                                                                                  10,417: 10/1/08                     
                                                                                  10,417: 11/1/08                     
                                                                                  10,417: 12/1/08                     
                                                                                  10,417: 01/1/09                     
                                                                                  10,417: 02/1/09                     
                                                                                  10,417: 03/1/09                     
                                                                                  10,417: 04/1/09                     
                                                                                  10,417: 05/1/09                     
                                                                                  10,417: 06/1/09                     
                                                                                  10,417: 07/1/09                     
                                                                                  10,417: 08/1/09                     
                                                                                  10,417: 09/1/09                     
                                                                                  10,417: 10/1/09                     
                                                                                  10,417: 11/1/09                     
                                                                                  10,409: 12/1/09                     
-------------------- --------------------- ------------------- ------------------ ---------------- -------------------

         No additional  grants of awards are  contemplated  to be made under the
2007 Plan concurrent with approval of the 2007 Plan.                            

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ADDITIONAL INFORMATION                                                          

         Additional information regarding the Company, its business, its capital
stock,  and its financial  condition  are included in the Company's  Form 10-KSB
annual  report and its Form 10-QSB  quarterly  reports.  Copies of the Company's
Form  10-KSB  for its fiscal  year  ending  December  31,  2006,  as well as the
Company's Form 10-QSB for the quarters ending March 31, 2007, June 30, 2007, and
September  30,  2007 are  available  upon  request  to:  David  Reichman,  Chief
Executive Officer, Tree Top Industries,  Inc., 1041 N. Formosa Avenue,  Pickford
Building, #199, West Hollywood, California 90046.                               

SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS AND CERTAIN BENEFICIAL OWNERS

         The  following  table  sets forth  certain  information  regarding  the
beneficial  ownership of the  Company's  Common Stock as of November 1, 2007, by
(i) each  director,  (ii)  each  executive  officer,  (iii)  all  directors  and
executive  officers as a group, and (iv) each person who beneficially  owns more
than five percent of the Common  Stock.  Beneficial  ownership is  determined in
accordance  with  the  rules  of the  Securities  and  Exchange  Commission.  In
computing the number of shares beneficially owned by a person and the percentage
of ownership of that person,  shares of common stock  subject to options held by
that person that are currently  exercisable or become exercisable within 60 days
of November 1, 2007 are deemed  outstanding  even if they have not actually been
exercised.  Those shares, however, are not deemed outstanding for the purpose of
computing the percentage ownership of any other person. The percentage ownership
of each  beneficial  owner is based on 71,578,400  outstanding  shares of common
stock.  Except as otherwise listed below, the address of each person is c/o Tree
Top  Industries,  Inc., 1041 N. Formosa Avenue,  Pickford  Building,  #199, West
Hollywood,  California 90046. Except as indicated,  each person listed below has
sole voting and  investment  power with respect to the shares set forth opposite
such person's name.                                                             

     NAME AND TITLE                         NUMBER OF SHARES          PERCENTAGE
   OF BENEFICIAL OWNER                   BENEFICIALLY OWNED(1)       OWNERSHIP
    -------------------------             ---------------------       ----------
 David Reichman                          68,768,245(2)               96.1%
Chairman, President, and                                                
Chief Executive Officer                                                 

Michael Valle                           40,000                      *   
Director                                                                

Frank Benintendo                        40,000                      *   
Director                                                                

Don Gilbert                             20,000                      *   
Director                                                                

 Directors and executive officers        68,868,245                  96.3%
as a group (4 persons)                                                  

-----------------------                                                         

* Indicates beneficial ownership of less than one percent.            

-7- 

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(1)      Unless otherwise indicated and subject to applicable community property
         laws, to the Company's  knowledge each  stockholder  named in the table
         possesses sole voting and  investment  power with respect to all shares
         of Common  Stock,  except for those owned  jointly  with that  person's
spouse.                                                       

(2)      Includes 150,000 shares of common stock which may be purchased pursuant
         to stock  options  that are  exercisable  within 60 days of November 1,
         2007.  Includes  68,000,000  shares of common  stock  owned by 20 other
         shareholders (Joe Davis, Wendy L. Davis, Justine Reichman,  L.G. Davis,
         James Black, Trisha K. Woods, Jeff Frost, Wendy L. Davis, Custodian for
         S.M. Davis,  Wendy L. Davis,  Custodian for H.D. Davis, Wendy L. Davis,
         Custodian for Clive Davis,  Wendy L. Davis,  Custodian for C.B.  Davis,
         M.R. Davis, Steven M. Hoefflin Trust, Paul Brownstein Trust, Russ Regan
         & Kent Jacobs,  David Alvarado,  Elijah Black,  Jr., Heaven L. Needham,
         Rudy Durand,  and Steven  Hoefflin) over which Mr.  Reichman has voting
         power for a period of two years from  November 1, 2007 for all matters.
         Does not  include  2,550,000  shares  of  common  stock  issued  to Mr.
         Reichman in  December  2007 for  services  rendered,  or 250,000  stock
         options  granted to Mr.  Reichman in December  2007 under the Company's
2007 Plan.                                                    

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION                                                          

         None of the Company's  executive officers received any compensation for
their respective services rendered to the Company during the year ended December
31, 2006.                                                                       

EMPLOYMENT AGREEMENTS                                                           

         On November 5, 2007, the Company  entered into an Employment  Agreement
with its Chief  Executive  Officer  and  President,  David  Reichman,  effective
October  1, 2007  (the  "Agreement").  The  Agreement  has a term of two  years,
commencing  October 1, 2007 and expiring on September 30, 2009.  Mr.  Reichman's
annual  salary is  $250,000  and he has an  automobile  allowance  of $2,500 per
month.  In connection  with the Agreement,  Mr.  Reichman was granted  1,200,000
options to purchase 1,200,000 shares of the Company's common stock, vesting 1/24
on October 1, 2007 and 1/24 on the first day of each subsequent  month over a 23
month period.  The exercise price is $0.55 per share and the exercise  period is
five years from the date of grant.  The stock  options  were  granted  under the
Company's 2007 Plan.                                                            

OUTSTANDING EQUITY AWARDS                                                       

        As of December 31, 2006, the Company had no outstanding equity awards.

EMPLOYEE BENEFIT PLANS                                                          

         On or about  October 19,  2007,  the Board of  Directors of the Company
adopted the 2007  Omnibus  Stock and  Incentive  Plan for  directors,  officers,
employees, and consultants to the Company. See "THE COMPANY AND THE TRANSACTIONS
- Proposed  Shareholder  Actions - 2007 Omnibus Stock and Incentive  Plan" for a
summary of the principal provisions of the 2007 Plan.                           

DIRECTOR COMPENSATION                                                           

         None of the Company's  directors  received any  compensation  for their
respective  services  rendered to the Company during the year ended December 31,
2006.                                                                           

-8- 

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 OTHER MATTERS

         The Board of  Directors  of the  Company  is not aware  that any matter
other than those described in this Information  Statement is to be presented for
the consent of the shareholders.                                                

         UPON  WRITTEN  REQUEST  BY ANY  SHAREHOLDER  TO DAVID  REICHMAN,  CHIEF
EXECUTIVE OFFICER OF THE COMPANY, AT TREE TOP INDUSTRIES,  INC., 1041 N. Formosa
Avenue,  Pickford Building,  #199, West Hollywood,  California 90046,  telephone
(323)  850-2458,  A COPY OF THE  COMPANY'S  ANNUAL REPORT ON FORM 10-KSB WILL BE
PROVIDED WITHOUT CHARGE.                                                        

-9- 

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 EXHIBIT A
AMENDMENT TO CERTIFICATE OF INCORPORATION*

*AVAILABLE AS AN EXHIBIT TO REPORT ON FORM 8-K, 
DATED NOVEMBER 1, 2007 AT WWW.SEC.GOV.

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 EXHIBIT B
2007 OMNIBUS STOCK AND INCENTIVE PLAN*

 *AVAILABLE AS AN EXHIBIT TO REPORT ON FORM 8-K,
DATED NOVEMBER 1, 2007 AT WWW.SEC.GOV

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘PRER14C’ Filing	Date	First	Last	Other Filings

	12/6/17	7	8
	9/30/17	6
	10/1/12	6
	9/30/09	10		10-Q
	1/30/08	3
Filed on:	12/14/07	2	3	SC 13D
	12/12/07	6
	11/28/07	2	3	PRE 14C
	11/20/07	3
	11/5/07	10		3, 4
	11/1/07	9	13	3, 4, 8-K
	10/19/07	10		8-K
	10/1/07	10
	9/30/07	9		10QSB, NT 10-Q
	6/30/07	9		10QSB
	3/31/07	9		10QSB, NT 10-K
	12/31/06	9	10	10KSB, 10KSB/A, NT 10-K
				List all Filings

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Filing Submission 0001065949-07-000206 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Tree Top Industries, Inc. – ‘PRER14C’ on 12/14/07

On: Friday, 12/14/07, at 4:18pm ET · Accession #: 1065949-7-206 · File #: 0-10210

Revised Preliminary Proxy Information Statement — Schedule 14CFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Revised Preliminary Proxy Information Statement — Schedule 14C
Filing Table of Contents