UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 20, 2008
Tree Top Industries, Inc.
-----------------------------------
(Exact name of registrant as specified in its charter)
Nevada
------------------------
(State or other jurisdiction of incorporation)
000-10210 83-0250943
--------------------------- -------------------
(Commission File Number) (I.R.S. Employer
Identification No.)
264 S. La Cienega Boulevard, Suite 1010, Beverly Hills, California 90211
------------------------------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 601-4595
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
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.
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR240.14d-2(b))
[_] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17
CFR240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR240.13e-4(c))
SECTION 4. MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review
In September 2008, Tree Top Industries, Inc., a Nevada corporation (the
"Company") received a letter from the Securities and Exchange Commission (the
"SEC") in which the SEC expressed the view that the Company misinterpreted the
requirements of generally accepted accounting principles ("GAAP") by accounting
for the transaction (the "Transaction") between the Company and Ludicrous, Inc.
in October 2007 as an acquisition of Ludicrous, Inc. by the Company, rather than
as an acquisition of the Company by Ludicrous, Inc. in accordance with SFAS 141.
The Company and its current certified public accounting firm (the "Auditor")
asserted, in a series of letters with the SEC, that the Company's interpretation
of GAAP was correct and that it should not have to restate its financial
statements to report the Transaction as an acquisition of the Company by
Ludicrous, Inc. under SFAS 141. The SEC disagreed. In a letter to the SEC in
November 2008, the Company, supported by the advice of its Auditor, ultimately
changed its position and agreed with the SEC's position. Accordingly, the
Company has agreed to restate its financial statements for the year ended
December 31, 2007 and for the first and second fiscal quarters ending March 31,
2008 and June 30, 2008, respectively (the "Restatement Periods"). The Company's
Board of Directors and Audit Committee have both discussed the restatement with
the Auditor and adopted resolutions, dated November 20, 2008, authorizing the
Company to file restated financial statements for the Restatement Periods. The
Company's financial statements for its third fiscal quarter ending September 30,
2008 were filed reflecting the Transaction in accordance with SFAS 141, but the
Company intends to file an Amended Quarterly Report for the third quarter to
make certain additional corrections consistent with the Company's new accounting
policy regarding the Transaction. As a result of the restatements, the Company
will be reporting a material weakness in its disclosure controls and procedures
and in its internal controls over financial reporting in the Amended Annual and
Quarterly Reports to be filed for the Restatement Periods and for the third
fiscal quarter ended September 30, 2008.
SIGNATURES
Pursuant to the requirements 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.
-------------------------
(Registrant)
Date: November 24, 2008
/s/ David I. Reichman
------------------------------------------
David I. Reichman, Chief Executive Officer
-1-