8-K

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): August 12, 2009

TREE TOP INDUSTRIES, INC.

(Exact name of Registrant as specified in its charter)

Nevada	000-10210	83-0250943
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

840 North Hollywood Way, 2nd Floor, Burbank, CA	91505
(Address of principal executive offices)	(Zip Code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01  Completion of Acquisition or Disposition of Assets

As previously reported, on August 12, 2009, Tree Top Industries, Inc. (the “Company”) completed a stock exchange 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”).  The Company acquired all of the issued and outstanding shares of BAT.  BAT is now a wholly-owned subsidiary of the Company. The Company issued 3,500,000 shares of its common stock, par value $.001 per share (the “Common Stock”), to the Stockholders in exchange for the transfer of all of the issued and outstanding shares of common stock of BAT by the Stockholders.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The audited balance sheet of BAT as of December 31, 2008 and June 30, 2009, and the related consolidated statements of income, shareholders’ equity, and cash flows, the notes related thereto, and the Report of Independent Registered Public Accounting Firm of BAT, dated September 14, 2009, are hereby incorporated by reference to Exhibit 99.1 hereto.

 (b) Pro forma financial information.

The unaudited pro forma condensed combined financial information reflecting the transaction is hereby incorporated by reference to Exhibit 99.2 hereto.

(d) Exhibits.

99.1         Audited balance sheet of BAT as of December 31, 2008 and June 30, 2009, and the related consolidated statements of income, shareholders’ equity, and cash flows, the notes related thereto, and the Report of Independent Registered Public Accounting Firm of BAT, dated September 14, 2009.

99.2         Unaudited pro forma condensed combined financial information.

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.
Dated: October 7, 2009	By:	/s/ David Reichman
		David Reichman, Chairman of the Board, Chief Executive Officer, and Chief Financial Officer

EX-99.1

Bioenergy Applied Technologies, Inc.

Comparative Financial Statements and accompanying Notes

As of and for the year ended December 31, 2008 and as of and for the six months Ended June 30, 2009

/Letterhead/

Independent Auditors’ Report

To the Owners

Bioenergy Applied Technologies, Inc. Norman, Oklahoma

We have audited the accompanying balance sheets of Bioenergy Applied Technologies, Inc. (BAT) as of June 30, 2009 and December 31, 2008, and the related statements of operations, stockholders’ equity and cash flows for the six months ended June 30, 2009 and for the period from March 15, 2008 (date of formation) through December 31, 2008. These financial statements are the responsibility of BAT’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of BAT as of June 30, 2009 and December 31, 2008, and the results of its operations and its cash flows for the six months ended June 30, 2009 and period from March 15, 2008 (date of formation) through December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

/S/ Cole & Reed, P.C.

Oklahoma City, Oklahoma

September 14, 2009

Bioenergy Applied Technologies, Inc.
Balance Sheet
As of June 30, 2009 and December 31, 2008
		2009			2008
ASSETS
Current Assets
	Cash and cash equivalents		1,845			1,912
	Total Current Assets		1,845			1,912
Total assets			1,845			1,912
LIABILITIES
	Total Current Liabilities		-			-
STOCKHOLDERS' EQUITY
	Authorized:
	75,000,000 common shares, par value of $0.001 per share
	Issued and outstanding:
	2,000 at June 30, 2009		2
	2,000 at December 31, 2008					2
	Additional paid in capital		1,998			1,998
	Retained earnings (deficit)		(155	)		(88	)
	Total Stockholders' Equity		1,845			1,912
Total liabilities and stockholders' equity			1,845			1,912

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

Bioenergy Applied Technologies, Inc.
Comparative Statement of Operations
for the period from March 15, 2008 (date of formation) through December 31, 2008
and the six month period ended June 30, 2009
	2009			2008
Revenue
Revenue	$	-		$	-
Operating Expenses
General and administrative expense		67			88
Total operating expenses		67			88
Net loss	$	(67	)	$	(88	)
Earnings per share - basic and diluted	$	(0.034	)	$	(0.044	)
Weighted average number of common shares
outstanding as of respective period		2,000			2,000

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

Bioenergy Applied Technologies, Inc.
Comparative Statements of Cash Flows
for the period from March 15, 2008 (date of formation) through December 31, 2008
and the six month period ended June 30, 2009
	2009			2008
Cash flows from operating activities:
Net Income (loss)	$	(67	)	$	(88	)
Total cash flows from operating activities		(67	)		(88	)
Cash flows from financing activities
Capital Contribution					2,000
Total cash flows from financing activities		-			2,000
Decrease in cash and equivalents		(67	)		1,912
Cash and cash equivalents, beginning of period		1,912			-
Cash and cash equivalents, end of period	$	1,845		$	1,912

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

Bioenergy Applied Technologies, Inc.
Comparative Statements of Stockholders' Equity
for the period from March 15, 2008 (date of formation) through December 31, 2008
and the six month period ended June 30, 2009
	2008
	Common shares		Par value		Additional Paid-in Capital		Retained Earnings (Deficit)
Balance April 1		-	$	-	$	-	$	-
Capital contribution		2,000		2		1,998
Net Loss for the year ended December 31								(88	)
Balance December 31		2,000	$	2	$	1,998	$	(88	)
	2009
	Common shares		Par value		Additional Paid-in Capital		Retained Earnings (Deficit)
Balance January 1		2,000	$	2	$	1,998	$	(88	)
Net loss for the six month period ended June 31								(67	)
Balance June 30, 2009		2,000	$	2	$	1,998	$	(155	)

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

Bioenergy Applied Technologies, Inc.

Notes to Consolidated Financial Statements

June 30, 2009 and December 31, 2008

1. Organization and Summary of Significant Accounting Policies

a) Business activity

Bioenergy Applied Technologies, Inc. (BAT) is a technology development company that contains invention disclosures in the area of waste destruction and gasification.  BAT was formed on March 15, 2008.

b) Basis of Presentation

The accompanying financial statements and notes thereto have been prepared pursuant to generally accepted accounting principles.

c) Cash and Cash Equivalents

For the purpose of the statements of cash flows, the Company considers all highly liquid debt instruments purchased with maturity of six months or less to be cash equivalents.

d) Estimates

Preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.  Actual amounts may differ from those reported.

d) Going Concern Assumption

BAT being a development company does not have any operations to fund and therefore does not have need of cash or cash flow.  It exists under its current ownership to hold invention disclosures.  The ownership of BAT is searching for funding or a buyer of the technology to develop and commercialize some or all of its inventions.

2. Related Party Transactions

April 4, 2008 BAT signed the Joint Technical Development and Marketing Agreement with UTEC, Inc., subsequently transferred under the Asset Purchase Agreement to UTEC Corporation, LLC.  This agreement is non-exclusive and BAT retains the right to grant the subject matter of the agreement to other parties.  There are no payments required under this agreement.  The Agreement grants to UTEC Corporation, LLC the non-exclusive use of BAT's technology.

3. Earnings (Loss) Per Share

Basic earnings (loss) per share (“EPS”) excludes dilution and is calculated by dividing net income (loss) available to common stockholders by the weighted-average number of shares of common stock outstanding during the period.  Diluted EPS is computed in a manner similar to that of basic EPS except that the weighted-average number of common shares is increased to include the number of incremental common shares (computed using the Treasury Stock method) that would have been outstanding if all potentially dilutive common shares (such as stock options) were issued during the period.  Diluted EPS is the same as basic EPS if the effect of the incremental shares is anti-dilutive.

For the six months ended June 30, 2009 and 2008, basic and diluted earnings (loss) per share were the same, as all potentially dilutive shares were anti-dilutive.

4.  Subsequent Events

On July 31, 2009 the owners sold BAT and received 3,500,000 shares of Tree Top Industries, Inc. in exchange for all of the outstanding shares of BAT.

Bat has evaluated subsequent events through September 15, 2009, which is the date the financial statements were available to be issued.  There are no subsequent events requiring recognition in the financial statements or other subsequent events that require disclosure in the financial statements.

EX-99.2

TREE TOP INDUSTRIES, INC.
UNAUDITED CONDENSED COMBINED PRO FORMA BALANCE SHEET
			Bioenergy
			Applied	Tree Top				Adjusted
			Technologies, Inc.	Industries, Inc.	Combined	Pro Forma		ProForma
			June 30, 2009	June 30, 2009	Totals	Adjustments	AJE	Totals
			(Unaudited)	(Unaudited)
ASSETS
Current Assets:
	Cash		$              1,845	$              2,846	$            4,691	$                    -		$            4,691
	Prepaid Expenses		-	-	-	-		-
		Total Current Assets	1,845	2,846	4,691	-		4,691
Property and Equipment			-	117,898	117,898	-		117,898
Other Assets
	Technology		-	-	-	35,000	2	35,000
		Total Other Assets	-	-	-	35,000		35,000
		TOTAL ASSETS	$              1,845	$          120,744	$        122,589	$          35,000		$        157,589
LIABILITIES AND STOCKHOLDERS'
	EQUITY (DEFICIT)
Current Liabilities:
	Accounts Payable and Accrued Expenses		$                      -	$          442,397	$        442,397	$                    -		$        442,397
	Related Party Payable		-	880,067	880,067	-		880,067
	Cash Overdraft		-	792	792	-		792
	Current Maturities of Notes Payable		-	227,200	227,200	-		227,200
	Accrued Interest Payable		-	57,642	57,642	-		57,642
		Total Current Liabilities	-	1,608,098	1,608,098	-		1,608,098
		Total Liabilities	-	1,608,098	1,608,098	-		1,608,098
Stockholders' Equity:
	Preferred Stock		-	-	-	-		-
	Common Stock		2	6,628	6,630	3,500	2	10,128
						(2)	3
	Additional Paid-in Capital		1,998	24,284,452	24,286,450	(155)	1	24,317,797
						2	3
						31,500	2
	Accumulated Deficit		(155)	(25,778,434)	(25,778,589)	155	1	(25,778,434)
		Total Stockholders' Equity	1,845	(1,487,354)	(1,485,509)	35,000		(1,450,509)
TOTAL LIABILITIES
	AND STOCKHOLDERS'
	EQUITY (DEFICIT)		$              1,845	$          120,744	$        122,589	$          35,000		$        157,589
			-	-	-	-		-
	1	To eliminate accumulated deficit of Bioenergy Applied Technologies, Inc. to reflect purchase.
	2	To record issuance of 3,500,000 shares of common stock to acquire 100% of the common shares of Bioenergy Applied Technologies, Inc. at $0.01 per share.
	3	To eliminate common stock of Bioenergy Applied Technologies, Inc.

TREE TOP INDUSTRIES, INC.
UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS
			Bioenergy
			Applied	Tree Top
			Technologies, Inc.	Industries, Inc.				Pro-Forma
			For the Six	For the Six				Adjusted
			Months Ended	Months Ended	Combined	Pro Forma		Combined
			June 30, 2009	June 30, 2009	Totals	Adjustments	AJE	Totals
			(Unaudited)	(Unaudited)
REVENUES			$                        -	$                          -	$                  -	$                -		$                -
COST OF SALES			-	-	-	-		-
GROSS PROFIT			-	-	-	-		-
OPERATING EXPENSES
	General and Administrative		67	170,302	170,369	-		170,369
	Officer Compensation		-	15,743,293	15,743,293	-		15,743,293
	Professional Fees		-	45,378	45,378	-		45,378
	Depreciation		-	16,177	16,177	-		16,177
		Total Costs and Expenses	67	15,975,150	15,975,217	-		15,975,217
		OPERATING LOSS	(67)	(15,975,150)	(15,975,217)	-		(15,975,217)
OTHER INCOME (EXPENSE)
	Interest Income		-	-	-	-		-
	Interest Expense		-	(5,153)	(5,153)	-		(5,153)
		Total Other Income (Expense)	-	(5,153)	(5,153)	-		(5,153)
		Loss Before Taxes	(67)	(15,980,303)	(15,980,370)	-		(15,980,370)
INCOME TAX PROVISION (BENEFIT)			-	-	-	-		-
		NET LOSS	$                     (67)	$       (15,980,303)	$(15,980,370)	$                -		$(15,980,370)

TREE TOP INDUSTRIES, INC.
UNAUDITED CONDENSED COMBINED PRO FORMA BALANCE SHEET
			Bioenergy
			Applied	Tree Top				Adjusted
			Technologies, Inc.	Industries, Inc.	Combined	Pro Forma		ProForma
			December 31, 2008	December 31, 2008	Totals	Adjustments	AJE	Totals
ASSETS
Current Assets:
	Cash		$                 1,912	$                 663	$            2,575	$                    -		$            2,575
	Prepaid Expenses		-	5,164	5,164	-		5,164
		Total Current Assets	1,912	5,827	7,739	-		7,739
Property and Equipment			-	134,075	134,075	-		134,075
Other Assets
	Technology		-	-	-	35,000	2	35,000
		Total Other Assets	-	-	-	35,000		35,000
		TOTAL ASSETS	$                 1,912	$          139,902	$        141,814	$          35,000		$        176,814
LIABILITIES AND STOCKHOLDERS'
	EQUITY (DEFICIT)
Current Liabilities:
	Accounts Payable and Accrued Expenses		$                         -	$          385,102	$        385,102	$                    -		$        385,102
	Related Party Payable		-	583,529	583,529	-		583,529
	Cash Overdraft		-	6,125	6,125	-		6,125
	Current Maturities of Notes Payable		-	113,000	113,000	-		113,000
	Accrued Interest Payable		-	52,490	52,490	-		52,490
		Total Current Liabilities	-	1,140,246	1,140,246	-		1,140,246
		Total Liabilities	-	1,140,246	1,140,246	-		1,140,246
Stockholders' Equity:
	Preferred Stock		-	-	-	-		-
	Common Stock		2	4,883	4,885	3,500	2	8,383
						(2)	3
	Additional paid-in Capital		1,998	8,792,904	8,794,902	(88)	1	8,826,316
						31,500	2
						2	3
	Accumulated Deficit		(88)	(9,798,131)	(9,798,219)	88	1	(9,798,131)
		Total Stockholders' Equity	1,912	(1,000,344)	(998,432)	35,000		(963,432)
TOTAL LIABILITIES
	AND STOCKHOLDERS'
	EQUITY (DEFICIT)		$                 1,912	$          139,902	$        141,814	$          35,000		$        176,814
			-	-	-	-		-
	1	To eliminate accumulated deficit of Bioenergy Applied Technologies, Inc. to reflect purchase.
	2	To record issuance of 3,500,000 shares of common stock to acquire 100% of the common shares of Bioenergy Applied Technologies, Inc. at $0.01 per share.
	3	To eliminate common stock of Bioenergy Applied Technologies, Inc.

TREE TOP INDUSTRIES, INC.
UNAUDITED CONDENSED COMBINED PRO FORMA STATEMENT OF OPERATIONS
			Bioenergy
			Applied	Tree Top
			Technologies, Inc.	Industries, Inc.				Pro-Forma
			For the	For the				Adjusted
			Year Ended	Year Ended	Combined	Pro Forma		Combined
			December 31, 2008	December 31, 2008	Totals	Adjustments	AJE	Totals
REVENUES			$                        -	$                  2,967	$           2,967	$                -		$           2,967
COST OF SALES			-	-	-	-		-
GROSS PROFIT			-	2,967	2,967	-		2,967
OPERATING EXPENSES
	General and Administrative		88	1,512,222	1,512,310	-		1,512,310
	Officer Compensation		-	2,397,974	2,397,974	-		2,397,974
	Professional Fees		-	200,133	200,133	-		200,133
	Depreciation		-	26,094	26,094	-		26,094
		Total Costs and Expenses	88	4,136,423	4,136,511	-		4,136,511
		OPERATING LOSS	(88)	(4,133,456)	(4,133,544)	-		(4,133,544)
OTHER INCOME (EXPENSE)
	Interest Income		-	9	9	-		9
	Interest Expense		-	(7,362)	(7,362)	-		(7,362)
		Total Other Income (Expense)	-	(7,353)	(7,353)	-		(7,353)
		Loss Before Taxes	(88)	(4,140,809)	(4,140,897)	-		(4,140,897)
INCOME TAX PROVISION (BENEFIT)			-	-	-	-		-
		NET LOSS	$                     (88)	$         (4,140,809)	$  (4,140,897)	$                -		$  (4,140,897)

Tree Top Industries, Inc.

Notes to Pro Forma Consolidated Financial Statements

June 30, 2009 and December 31, 2008

NOTE 1 - Summary of Transaction

On August 12, 2009, Tree Top Industries, Inc. (the “Company”) completed a stock exchange 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”).  The Company acquired all of the issued and outstanding shares of BAT.  BAT is now a wholly-owned subsidiary of the Company. The Company issued 3,500,000 shares of its common stock, par value $.001 per share (the “Common Stock”), to the Stockholders in exchange for the transfer of all of the issued and outstanding shares of common stock of BAT by the Stockholders.

NOTE 2 - Management Assumptions

The pro forma balance sheet and statements of operations assumes that the entities were together at the beginning of the periods ended June 30, 2009 and December 31, 2008.

The pro forma balance sheets assume that through the issuance of 3,500,000 shares of common stock, the Company acquires all of outstanding shares of BAT.

The proforma statements of operations assume that the Company’s revenues and expenses have been combined with BAT’s at the beginning of the periods ended June 30, 2009 and December 31, 2008.

NOTE 3 – Pro forma Adjusting Entries

1. To eliminate accumulated deficit of BAT to reflect purchase.

2. To record issuance of 3,500,000 shares of common stock to acquire 100% of the common shares of BAT at $0.01 per share.

3. To eliminate common stock of BAT.