TREE TOP INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
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NEVADA
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83-0250943
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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3887 Pacific Street,
Las Vegas, NV 89121
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(Address of principal executive offices) (Zip Code)
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(212) 204 7926
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Registrant's telephone number, including area code
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(Former name, former address and former fiscal year, if changed since last report)
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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þ |
(Do not check if a smaller reporting company)
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Pages
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PART I. FINANCIAL INFORMATION
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3
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Item 1.
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Financial Statements
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3
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Unaudited Condensed Consolidated Balance Sheets at September 30, 2015 and December 31, 2014
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3
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Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months ended September 30, 2015 and 2014
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4
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Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014
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5
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Notes to Unaudited Condensed Consolidated Financial Statements
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6
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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13
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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17
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Item 4.
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Controls and Procedures
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17
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PART II. OTHER INFORMATION
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18
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Item 1.
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Legal Proceedings
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18
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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18
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Item 3.
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Defaults Upon Senior Securities
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18
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Item 5.
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Other Information
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19
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Item 6.
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Exhibits
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19
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SIGNATURES
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21
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September 30,
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December 31,
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|||||||
2015
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2014
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|||||||
ASSETS | ||||||||
CURRENT ASSETS
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||||||||
Cash and cash equivalents
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$ | 108 | 1,689 | |||||
Accounts receivable
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- | 2,385 | ||||||
Marketable securities
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91,385 | 78,020 | ||||||
Total Current Assets
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91,493 | 82,094 | ||||||
PROPERTY AND EQUIPMENT (NET)
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3,469 | 5,454 | ||||||
TOTAL ASSETS
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$ | 94,962 | $ | 87,548 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
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||||||||
CURRENT LIABILITIES
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||||||||
Accounts payable and accrued expenses
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$ | 911,770 | $ | 837,940 | ||||
Accrued interest
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287,830 | 225,577 | ||||||
Asset retirement obligation
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101,250 | 101,250 | ||||||
Due to officers and directors
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151,929 | 128,768 | ||||||
Notes payable
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33,900 | 103,000 | ||||||
Notes Payable related party
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736,015 | - | ||||||
Notes payable- in default
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264,340 | 244,340 | ||||||
Current portion of long-term debt
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758,181 | 231,000 | ||||||
Total Current Liabilities
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3,245,215 | 1,871,875 | ||||||
LONG-TERM LIABILITIES
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||||||||
Notes payable - related party (less current portion)
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549,554 | |||||||
Notes payable (less current portion)
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- | 610,341 | ||||||
Total Long-Term Liabilities
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- | 1,159,895 | ||||||
Total Liabilities
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3,245,215 | 3,031,770 | ||||||
STOCKHOLDERS' DEFICIT
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||||||||
Preferred Stock, par value $.001, 50,000 authorized, 0 issued
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- | - | ||||||
Common stock, par value $0.001 per share, 10,000,000 shares authorized; 9,225,089 and 9,225,089 issued, 8,425,089 and 8,425,089 outstanding, respectively
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9,225 | 9,225 | ||||||
Additional paid-in-capital
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149,168,215 | 149,158,135 | ||||||
Unearned ESOP shares
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(2,176,000 | ) | (2,176,000 | ) | ||||
Accumulated other comprehensive income (loss)
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62,834 | 51,400 | ||||||
Retained Deficit
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(150,214,527 | ) | (149,986,982 | ) | ||||
Total Stockholders' Deficit
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(3,150,253 | ) | (2,944,222 | ) | ||||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
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$ | 94,962 | $ | 87,548 |
For The Three Months Ended
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For The Nine Months Ended
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September 30,
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September 30,
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|||||||||||||||
2015
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2014
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2015
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2014
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REVENUES
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Crude oil sales
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$ | - | $ | 17,453 | $ | 1,126 | $ | 41,858 | ||||||||
Oil & Gas operating costs
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- | 16,170 | 8,990 | 34,473 | ||||||||||||
Gross Profit
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- | 1,283 | (7,864 | ) | 7,385 | |||||||||||
OPERATING EXPENSES
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||||||||||||||||
Depreciation
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572 | 705 | 1,984 | 2,117 | ||||||||||||
General and administrative
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28,523 | 42,967 | 82,984 | 88,099 | ||||||||||||
Compensation and professional fees
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10,563 | 14,500 | 56,243 | 90,553 | ||||||||||||
Total Operating Expenses
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39,658 | 58,172 | 141,211 | 180,769 | ||||||||||||
LOSS FROM OPERATIONS
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(39,658 | ) | (56,889 | ) | (149,075 | ) | (173,384 | ) | ||||||||
OTHER INCOME (EXPENSE)
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||||||||||||||||
Gain on debt forgiveness
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- | - | - | - | ||||||||||||
Gain(loss) on investments
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- | - | - | - | ||||||||||||
Interest expense
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(26,590 | ) | (27,605 | ) | (78,469 | ) | (80,820 | ) | ||||||||
Total Other Income (Expense)
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(26,590 | ) | (27,605 | ) | (78,469 | ) | (80,820 | ) | ||||||||
NET INCOME (LOSS) BEFORE INCOME TAXES
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(66,248 | ) | (84,494 | ) | (227,544 | ) | (254,204 | ) | ||||||||
PROVISION FOR INCOME TAXES
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- | - | - | - | ||||||||||||
NET INCOME (LOSS)
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$ | (66,248 | ) | $ | (84,494 | ) | $ | (227,544 | ) | $ | (254,204 | ) | ||||
OTHER COMPREHENSIVE INCOME/(LOSS) NET OF TAXES
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Unrealized income (loss) on held for sale marketable securities
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3,689 | 11,750 | 11,434 | 24,391 | ||||||||||||
COMPREHENSIVE INCOME/(LOSS)
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$ | (62,559 | ) | $ | (72,744 | ) | $ | (216,110 | ) | $ | (229,813 | ) | ||||
LOSS PER SHARE - BASIC & DILUTED
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$ | (0.01 | ) | $ | (0.01 | ) | $ | (0.03 | ) | $ | (0.03 | ) | ||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
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8,425,089 | 8,175,090 | 8,425,089 | 8,175,090 |
For The Nine Months Ended
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September 30,
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2015
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2014
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$ | (227,544 | ) | (254,204 | ) | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
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Depreciation and amortization
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1,984 | 2,117 | ||||||
Common stock issued for services rendered
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- | 10,000 | ||||||
Imputed interest on loan
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10,080 | 10,800 | ||||||
Change in operating assets and liabilities, net of acquisition:
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||||||||
(Increase) decrease in accounts receivable
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2,385 | (935 | ) | |||||
Increase (decrease) in accounts payable and accrued expenses
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136,083 | 104,823 | ||||||
Net Cash Used in Operating Activities
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(77,012 | ) | (127,399 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES
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||||||||
Purchase of marketable securities
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(1,931 | ) | - | |||||
Purchase of property and equipment
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- | - | ||||||
Net Cash provided by (used in) Investing Activities
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(1,931 | ) | - | |||||
CASH FLOWS FROM FINANCING ACTIVITIES
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Cash received from notes payable
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54,200 | 46,000 | ||||||
Cash paid on notes payable
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- | - | ||||||
Cash paid to related party loans
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(56,200 | ) | (41,259 | ) | ||||
Cash received from related party loans
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79,362 | 126,150 | ||||||
Net Cash Provided by (Used in) Financing Activities
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77,362 | 130,891 | ||||||
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
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(1,581 | ) | 3,492 | |||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
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1,689 | 1,169 | ||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD
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$ | 108 | $ | 4,661 | ||||
SUPPLEMENTAL DISCLOSURES:
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||||||||
Cash paid for interest
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$ | - | $ | - | ||||
Cash paid for income taxes
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$ | - | $ | - | ||||
NON-CASH INVESTING AND FINANCING ACTIVITIES:
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Unrealized (gain)/ loss on marketable securities
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$ | (11,434 | ) | $ | (24,391 | ) |
9/30/2015 | 12/31/2014 | |||||||
Previous Balance | $ | 101,250 | $ | 101,250 | ||||
Increases/(decreases) current period | - | - | ||||||
Ending Balance | $ | 101,250 | $ | 101,250 |
Investments are as follows:
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Balance, December 31, 2014
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$
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0
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Realized gains and losses
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0
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Unrealized gains and losses
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0
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Balance, September 30, 2015
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$
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0
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Balance at December 31, 2014:
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$ | 78,020 | ||
Change in market value at September 30, 2015
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13,365 | |||
Balance at September 30, 2015:
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$ | 91,385 |
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Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
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Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
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Level 3 inputs to the valuation methodology are unobservable and significant to the fair measurement.
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Level 1
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Level 2
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Level 3
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Marketable Securities – 2015
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91,385 | -0- | -0- | |||||||||
Marketable Securities – 2014
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78,020 | -0- | -0- | |||||||||
Notes payable - 2015
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-0- | -0- | 1,884,759 | |||||||||
Notes payable - 2014
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-0- | -0- | 1,807,397 |
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Notes payable
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Balance, December 31, 2014
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$ | 1,807,397 | ||
Note issuances
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133,562 | |||
Note payments
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(56,200 | ) | ||
Balance, September 30, 2015
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$ | 1,884,759 |
For the Nine Months
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For the Nine Months
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|||||||
Ended September 30,
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Ended September 30,
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2015
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2014
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Income (Loss) (numerator)
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$ | (227,544 | ) | $ | (229,813 | ) | ||
Shares (denominator)
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8,425,089 | 8,175,090 | ||||||
Basic and diluted income (loss) per share
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$ | (0.03 | ) | $ | (0.03 | ) |
(a)
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NOTES PAYABLE
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Interest
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Interest Expense
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Interest Expense
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|||||||||||||
Principal
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Rate |
9/30/2015
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9/30/2014
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Maturity
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|||||||||||
$ | 19,000 | 8.00 | % | 1140 | 1140 |
1/31/2016
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|||||||||
5,099 | 5.00 | % | 192 | 192 |
1/31/2016
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||||||||||
32,960 | 5.00 | % | 1236 | 1236 |
1/31/2016
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||||||||||
37,746 | 5.00 | % | 1452 | 1394 |
1/31/2016
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||||||||||
107,000 | 5.00 | % | 3750 | 3750 |
1/31/2016
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388,376 | 5.00 | % | 14565 | 14565 |
1/31/2016
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||||||||||
192,000 | 0.00 | % | 10080 | 10080 |
On Demand(1)
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18,000 | 6.00 | % | 810 | 810 |
09/01/2002
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30,000 | 6.00 | % | 1350 | 1350 |
09/12/2002
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25,000 | 5.00 | % | 939 | 939 |
08/31/2000
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40,000 | 7.00 | % | 2100 | 2100 |
07/10/2002
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5,000 | 6.00 | % | 225 | 225 |
10/28/2013
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89,300 | 6.00 | % | 4621 | 1674 |
1/16-8/16
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||||||||||
65,340 | 6.00 | % | 2939 | 2261 |
1/14-10/15
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409,920 | 5.00 | % | 15372 | 15372 |
1/31/2016
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11,125 | 5.00 | % | 417 | 417 |
1/31/2016
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||||||||||
200,000 | 5.00 | % | 7500 | 7500 |
1/31/2016
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||||||||||
6,670 | 5.00 | % | 249 | 249 |
1/31/2016
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109,900 | 6.00 | % | 4222 | 3601 |
04/14-9/16
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||||||||||
$ | 1,792,436 | 73,159, | 68,855 |
(1)
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Imputed interest due to 0% interest rate
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● | statements concerning the potential benefits that may be experienced from business activities and certain transactions contemplated or completed; and | ||
● | statements of our expectations, beliefs, future plans and strategies, anticipated developments and other matters that are not historical facts. These statements may be made expressly in this Form 10-Q. You can find many of these statements by looking for words such as “believes,” “expects,” “anticipates,” “estimates,” “opines,” or similar expressions used in this Form 10-Q. These forward-looking statements are subject to numerous assumptions, risks and uncertainties that may cause our actual results to be materially different from any future results expressed or implied in those statements. The most important facts that could prevent us from achieving our stated goals include, but are not limited to, the following: | ||
a) | volatility or decline of Tree Top’s stock price; potential fluctuation of quarterly results; | ||
b) | Potential fluctuation of quarterly results; | ||
c) | failure to earn revenues or profits; | ||
d) | inadequate capital to continue or expand our business, and inability to raise additional capital or financing to implement our business plans; | ||
e) | failure to commercialize our technology or to make sales; | ||
f) | decline in demand for our products and services; | ||
g) | Rapid adverse changes in markets; | ||
h) | litigation with or legal claims and allegations by outside parties against TTI, including but not limited to challenges to intellectual property rights; | ||
i) | insufficient revenues to cover operating costs; and |
●
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pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;
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●
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provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and
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●
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provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements.
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The Company has the following note payable obligations in default:
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Note payable to Facts and Comparisons due September 1, 2002, with interest accrued at 6% per annum, unsecured, in settlement of a trade payable; unpaid to date and in default
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18,000
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Note payable to Luckysurf.com due September 12, 2002 with interest accrued at 6% per annum, unsecured, in settlement of a trade payable; unpaid to date and in default
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30,000
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|||
Note payable to Michael Marks (a shareholder) due August 31, 2000 with interest accrued at 5% per annum, unsecured; unpaid to date and in default
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25,000
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Note payable to Steven Goldberg (a former consultant) due July 10, 2002, unsecured with interest of 7% accrued if unpaid at due date, in settlement of liability; unpaid to date and in default
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40,000
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|||
Note payable to an individual, unsecured with interest of 6% per annum, unpaid to date and in default
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5,000
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Note payable to an LLC, unsecured with interest accruing at 6% per annum, unpaid to date and in default
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5,000
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|||
Various Notes payable to a Trust, unsecured with interest accruing at 6% per annum, unpaid to date and in default
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73,500
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Various Notes payable to an individual, unsecured with interest accruing at 6% per annum, unpaid to date and in default
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67,840
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|||
Totals
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$
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264,340
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EXHIBIT NO.
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DESCRIPTION
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3.1
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Articles of incorporation of Tree Top Industries, as amended (1)
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3.2
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By-Laws (2)
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10.1
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Employment Agreement, dated October 1, 2007, by and between Tree Top Industries, Inc. and David Reichman (3)
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10.2
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Employment Agreement, dated April 1, 2009, by and between Tree Top Industries Inc. and Kathy Griffin (4)
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10.3
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Bridge Loan Term Sheet, dated January 11, 2010, by and between Tree Top Industries, Inc. and GeoGreen Biofuels, Inc.(5)
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10.4
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Business and Financial Consulting Agreement, dated February 22, 2010 by and between Tree Top Industries, Inc. and Asia Pacific Capital Corporation(6)
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10.5
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Distribution Agreement, by and between Tree Top Industries, Inc. and NetThruster, Inc., dated February 9, 2011(7)
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10.6
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Term Agreement by and between Tree Top Industries, Inc. and Sky Corporation, doo, dated April 18, 2011 (8)
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10.7
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Term Agreement by and between Tree Top Industries, Inc. and Adesso Biosciences, Ltd, dated October 12, 2011(9)
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10.8
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Term Agreement by and between Tree Top Industries, Inc. and Stemcom, LLC d/b/a Pipeline Nutrition, dated March 1, 2012(10)
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10.9
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Mutual disengagement agreement by and between Tree Top Industries, Inc. and Stemcom, LLC d/b/a Pipeline Nutrition, dated March 23, 2012(11)
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10.10
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Reserve Equity financing agreement by and between Tree Top Industries, Inc. and AGS Capital Group, dated August 15, 2012.(12)
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10.11
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Asset purchase Agreement by and between TTII Oil & Gas, Inc. a subsidiary of Tree Top Industries, Inc. and American Resource Technologies, Inc.(13)
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10.12
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Resignation of Mr. Robert Hantman, Esq. as a member of the board of directors(14)
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21.1
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Subsidiaries of the registrant
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31.1
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Section 302 Certification of Chief Executive Officer and Chief Financial Officer
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32.1
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Section 906 Certification of Chief Executive Officer
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(1)
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Filed November 13, 2009, as an exhibit to a Form 10-Q and incorporated herein by reference.
Filed January 3, 2012, as an exhibit to an 8 – K and incorporated herein by reference.
Filed April 12, 2013, as an exhibit to an 8 – K and incorporated herein by reference.
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(2)
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Filed July 19, 2010, as an exhibit to a Form 10-K/A and incorporated herein by reference.
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(3)
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Filed November 7, 2007, as an exhibit to a Form 8-K and incorporated herein by reference.
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(4)
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Filed March 25, 2010, as an exhibit to a Form 8-K and incorporated herein by reference.
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(5)
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Filed January 19, 2010, as an exhibit to a Form 8-K and incorporated herein by reference.
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(6)
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Filed July 19, 2010, as an exhibit to a Form 10-Q/A and incorporated herein by reference.
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(7)
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Filed February 9, 2011, as an exhibit to a Form 8-K and incorporated herein by reference.
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(8)
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Filed April 19, 2011, as an exhibit to a Form 8 - K and incorporated herein by reference.
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(9)
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Filed October 18, 2011 as an exhibit to a Form 8 - K and incorporated herein by reference.
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(10)
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Filed March 6, 2012 as an exhibit to a Form 8 – K and incorporated herein by reference.
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(11)
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Filed March 23, 2012 as an exhibit to a Form 8 – K and incorporated herein by reference.
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(12)
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Filed August 21, 2012 as an exhibit to a Form 8 – K and incorporated herein by reference.
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(13)
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Filed January 8, 2013 as an exhibit to a Form 8 – K and incorporated herein by reference.
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(14)
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Filed January 8, 2013 as an exhibit to a Form 8 – K and incorporated herein by reference.
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(a)
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Exhibits
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Dated: April 27, 2016
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TREE TOP INDUSTRIES, INC.
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||
By:
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/s/ David Reichman
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David Reichman, Chairman of the Board, Chief
Executive Officer, Chief Financial Officer and
Principal Accounting Officer
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By:
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/s/ David Reichman
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Dated: April 27, 2016
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David Reichman, Chairman of the Board, Chief
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|||
Executive Officer, Chief Financial Officer
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|||
and Principal Accounting Officer
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By:
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/s/ Kathy M. Griffin
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Dated: April 27, 2016
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Kathy M. Griffin, Director, President
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By:
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/s/ Frank Benintendo
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Dated: April 27, 2016
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Frank Benintendo, Director & Secretary
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By:
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/s/ Donald Gilbert, Phd.
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Dated: April 27, 2016
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Donald Gilbert, Director & Treasurer
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By:
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/s/ Greg Ozzimo
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Dated: April 27, 2016
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Greg Ozzimo, Director
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|||
By:
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/s/ Mike Valle
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Dated: April 27, 2016
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Mike Valle, Director
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Subsidiaries of the Registrant:
|
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1.
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NetThruster, Inc.
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Nevada Corporation
|
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511 Sixth Avenue, Suite 800
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New York, NY 10011
|
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2.
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MLN, Inc.
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Delaware Corporation
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511 Sixth Avenue, Suite 800
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New York, NY 10011
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3.
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GohealthMD, Inc.
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Delaware Corporation
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511 Sixth Avenue, Suite 800
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New York, NY 10011
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4.
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BioEnergy Applied Technologies, Inc.
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Nevada Corporation
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511 Sixth Avenue, Suite 800
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New York, NY 10011
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5.
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Eye Care Centers International, Inc.
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Delaware Corporation
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511 Sixth Avenue, Suite 800
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New York, NY 10011
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6.
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TTII Oil & Gas, Inc.
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Delaware Corporation
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511 Sixth Avenue, Suite 800
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New York, NY 10011
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7.
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GoHealthMD Nano Pharmaceuticals, Inc.
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Delaware Corporation
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511 Sixth Avenue, Suite 800
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New York, NY 10011
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8.
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TTI Strategic Acquisitions & Equity Group, Inc.
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Delaware Corporation
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511 Sixth Avenue, Suite 800
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New York, NY 10011
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1.
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I have reviewed this report on Form 10-Q of Tree Top Industries, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
|
/s/ David Reichman
|
|
David Reichman, Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this report on Form 10-Q of Tree Top Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.
|
/s/ David Reichman
|
|
David Reichman, Chief Financial Officer
|
|
(Principal Financial/Accounting Officer)
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d)of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ David Reichman
|
Date: April 27, 2016
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d)of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ David Reichman
|
Date April 27, 2016
|
|
David Reichman,
Chief Financial Officer
|
Document and Entity Information |
9 Months Ended |
---|---|
Sep. 30, 2015
shares
| |
Document And Entity Information | |
Entity Registrant Name | TREE TOP INDUSTRIES, INC. |
Entity Central Index Key | 0000356590 |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2015 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | No |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 8,425,089 |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2015 |
Consolidated Balance Sheets (Parenthetical) - $ / shares |
Sep. 30, 2015 |
Dec. 31, 2014 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 50,000 | 50,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, issued | 9,225,089 | 9,225,089 |
Common stock, outstanding | 8,425,089 | 8,425,089 |
Consolidated Statements of Operations - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2015 |
Sep. 30, 2014 |
Sep. 30, 2015 |
Sep. 30, 2014 |
|
REVENUES | ||||
Crude oil sales | $ 0 | $ 17,453 | $ 1,126 | $ 41,858 |
Oil & Gas operating costs | 0 | 16,170 | 8,990 | 34,473 |
Gross Profit | 0 | 1,283 | (7,864) | 7,385 |
OPERATING EXPENSES | ||||
Depreciation | 572 | 705 | 1,984 | 2,117 |
General and administrative | 28,523 | 42,967 | 82,984 | 88,099 |
Compensation and professional fees | 10,563 | 14,500 | 56,243 | 90,553 |
Total Operating Expenses | 39,658 | 58,172 | 141,211 | 180,769 |
LOSS FROM OPERATIONS | (39,658) | (56,889) | (149,075) | (173,384) |
OTHER INCOME (EXPENSE) | ||||
Gain on debt forgiveness | 0 | 0 | 0 | 0 |
Gain(loss) on investments | 0 | 0 | 0 | 0 |
Interest expense | (26,590) | (27,605) | (78,469) | (80,820) |
Total Other Income (Expense) | (26,590) | (27,605) | (78,469) | (80,820) |
NET INCOME (LOSS) BEFORE INCOME TAXES | (66,248) | (84,494) | (227,544) | (254,204) |
PROVISION FOR INCOME TAXES | 0 | 0 | 0 | 0 |
NET INCOME (LOSS) | (66,248) | (84,494) | (227,544) | (254,204) |
OTHER COMPREHENSIVE INCOME/(LOSS) NET OF TAXES | ||||
Unrealized income (loss) on available for sale marketable securities | 3,689 | 11,750 | 11,434 | 24,391 |
COMPREHENSIVE INCOME/(LOSS) | $ (62,559) | $ (72,744) | $ (216,110) | $ (229,813) |
LOSS PER SHARE - BASIC & DILUTED | $ (0.01) | $ (0.01) | $ (0.03) | $ (0.03) |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 8,425,089 | 8,175,090 | 8,425,089 | 8,175,090 |
1. CONDENSED FINANCIAL STATEMENTS |
9 Months Ended |
---|---|
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CONDENSED FINANCIAL STATEMENTS | The accompanying financial statements have been prepared by Tree Top Industries, Inc. (the Company) without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2015, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2014 audited financial statements. The results of operations for the period ended September 30, 2015 are not necessarily indicative of the operating results for the full year.
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries as disclosed in Item 2 below. All significant inter-company balances and transactions have been eliminated. |
2. GOING CONCERN |
9 Months Ended |
---|---|
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. |
3. SIGNIFICANT ACCOUNTING POLICIES |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
SIGNIFICANT ACCOUNTING POLICIES | Use of Estimates
The preparation of financial statements in conformity 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 at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Beneficial Conversion Feature of Debentures and Convertible Notes Payable
In accordance with FASB ASC 470-20, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, we recognize the advantageous value of conversion rights attached to convertible debt. Such rights give the debt holder the ability to convert his debt into common stock at a price per share that is less than the trading price to the public on the day the loan is made to us. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of the debentures and related accruing interest, and is recorded as a discount to the related debt and an addition to additional paid in capital. The discount is amortized over the remaining outstanding period of related debt using the straight-line method.
Recent Accounting Pronouncements
No accounting pronouncements were issued during the second quarter of 2015 that would have a material effect on the accounting policies of the Company when adopted.
Oil and Gas Interests
The Company utilizes the full cost method of accounting for oil and gas activities. Under this method, subject to a limitation based on estimated value, all costs associated with property acquisition, exploration and development, including costs of unsuccessful exploration; are capitalized within a cost center. No gain or loss is recognized upon the sale or abandonment of undeveloped or producing oil and gas interests unless the sale represents a significant portion of oil and gas interests and the gain significantly alters the relationship between capitalized costs and proved oil and gas reserves of the cost center. Depreciation, depletion and amortization of oil and gas interests are computed on the units of production method based on proved reserves. Amortizable costs include estimates of future development costs of proved undeveloped reserves.
Capitalized costs of oil and gas interests may not exceed an amount equal to the present value, discounted at 10%, of the estimated future net cash flows from proved oil and gas reserves plus the cost, or estimated fair market value, if lower, of unproved interests. Should capitalized costs exceed this ceiling, an impairment is recognized. The present value of estimated future net cash flows is computed by applying average prices, in the preceding twelve months, of oil and gas to estimated future production of proved oil and gas reserves as of year-end, less estimated future expenditures to be incurred in developing and producing the proved reserves and assuming continuation of existing economic conditions.
The oil and gas interests were purchased with the issuance of 466,853 shares and were valued at market value at the grant date as $513,538. However at December 31, 2012, due to a mechanics lien and impairment of title to the assets, the Company impaired the recorded cost, leaving no value associated with the acquisition. The Company recorded an impairment on long lived assets in the amount of $513,538.
Asset Retirement Obligation
The Company follows FASB ASC 410-20 "Accounting for Asset Retirement Obligations," which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs.
FASB ASC 410-20 requires recognition of the present value of obligations associated with the retirement of tangible long-lived assets in the period in which it is incurred. The liability is capitalized as part of the related long-lived asset's carrying amount.
Over time, accretion of the liability is recognized as an operating expense and the capitalized cost is depreciated over the expected useful life of the related asset. The Company's asset retirement obligations are related to the plugging, dismantlement, removal, site reclamation and similar activities of its oil and gas exploration activities.
The asset retirement obligation is as follows:
Investments at Cost
The Company accounts for its investment in private entities using the equity method for investments where the Companys shares held are in excess of 20% of the outstanding shares of the investee. The Company acquired a 25% equity investment in three entities from Brazil as part of the assets of the ARUR acquisition in December 2012. Due to the inactivity of the entities, the Company did not allocate any purchase price to these investments. The Company evaluates its cost in investments for impairment of value annually. If cost investments become marketable they are reclassified to Marketable Securities-Available for Sale.
Marketable Securities-Available for Sale
The Company purchased marketable securities during 2012. The Company's marketable securities are classified as "available for sale". Accordingly, the Company originally recognizes the shares at the market value purchased. The shares are evaluated quarterly using the specific identification method. Any unrealized holding gains or losses are reported as Other Comprehensive Income and as a separate component of stockholder's equity. Realized gains and losses are included in earnings. Also other than temporary impairments are recorded as a loss on marketable securities in the statements of operations.
Marketable securities are as follows at September 30, 2015:
Fair Value of Financial Instruments
On January 1, 2008, the Company adopted ASC 820, Fair Value Measurements ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
The carrying amounts reported in the balance sheets for cash and cash equivalents, and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The carrying value of notes payable approximates fair value because negotiated terms and conditions are consistent with current market rates as of September 30, 2015 and December 31, 2014.
Marketable securities are reported at the quoted and listed market rates of the securities held at the period end.
The following table presents the Companys Marketable securities and Notes Payable within the fair value hierarchy utilized to measure fair value on a recurring basis as of September 30, 2015 and December 31, 2014:
The following table presents a Level 3 reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs as of September 30, 2015 and December 31, 2013:
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, NetThruster, Inc., BioEnergy Applied Technologies Inc., GoHealthMD, Inc., MLN, Inc., Eye Care Centers International, Inc., GoHealthMD Nano Pharmaceuticals, Inc., TTI Strategic Acquisitions and Equity Group, Inc. and TTII Oil & Gas, Inc. All subsidiaries of the Company except TTII Oil & Gas, Inc., currently have no financial activity. All significant inter-company balances and transactions have been eliminated.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are maintained with major financial institutions in the U S. Deposits held with these banks at times exceed $250,000 of insurance provided on such deposits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on cash and cash equivalents. There were no cash equivalents at September 30, 2015 and December 31, 2014.
Accounts Receivable/Allowances for Doubtful Accounts
The Company regularly assesses the collectability of its accounts receivable, and considers receivables with aging exceeding 120 days to be potentially uncollectible. Management will analyze the need for an allowance for doubtful accounts at that time. As of September 30, 2015 and December 31, 2014, there are no allowances recorded.
Stock Based Compensation
The Company accounts for stock-based compensation in accordance with the provisions of ASC 718. ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide service in exchange for the reward- known as the requisite service period. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. The grant-date fair value of employee share options and similar instruments are estimated using the Black Scholes option-pricing model adjusted for the unique characteristics of those instruments.
Equity instruments issued to non-employees are recorded at their fair values as determined in accordance with ASC 718 and ASC 595, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods and Services, and are periodically revalued as the stock options vest and are recognized as expense over the related service period.
Basic and Diluted Loss per Share
The Company calculates earnings per share in accordance with ASC 260, Computation of Earnings Per Share. Basic loss per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share gives effect to dilutive convertible securities, options, warrants and other potential common stock outstanding during the period; only in periods in which such effect is dilutive. For 2015 and 2014, no common equivalent shares were excluded from the calculation and as of September 30, 2015, there are not stock equivalents existing. The ESOP shares issued during 2012 and 2011 have also been excluded from the calculation as they were issued but not outstanding.
Revenue Recognition
Oil and Gas Revenues and Deferred Revenue
Revenue form sales of crude oil are recorded when deliveries have occurred and legal ownership of the commodity transfers to the customer. Title transfers for crude oil generally occur when a tanker lifting has occurred. Oil inventory in holding tanks at the period end are recorded as deferred revenue prior to tanker lifting.
Intangible Assets and Business Combinations
The Company adopted ASC 805, Business Combinations, and ASC 350, Goodwill and Other Intangible Assets, effective June 2001 and revised in December 2007. ASC 805 requires the use of the purchase method of accounting for any business combinations initiated after June 30, 2002, and further clarifies the criteria to recognize intangible assets separately from goodwill. Under ASC 350, goodwill and indefinite−life intangible assets are no longer amortized, but are reviewed for impairment annually.
Oil & Gas Inventory
The Company accounts for the oil & gas extracted from the ground and held in holding tanks prior to pickup and sale as oil & gas inventory. It is computed using the measurement of barrels and is multiplied with the published oil purchase price from the customer that picks up and purchases our oil.
Concentrations of Credit Risk
During the quarter ended September 30, 2015, the Company had one major customer, through which the Company sold 100% of its oil production. Although the Company believes comparable refineries could be contracted to pickup and purchase our oil the loss of this customer could have a temporary negative impact on the Companys operations. At September 30, 2015 and December 31, 2014, 100% of the accounts receivable were to the single major customer mentioned above.
Income Taxes
The Company applies ASC 740 which requires the asset and liability method of accounting for income taxes. The asset and liability method requires that the current or deferred tax consequences of all events recognized in the financial statements are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years. Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets will not be recovered.
The Company adopted ASC 740 at the beginning of fiscal year 2008. This interpretation requires recognition and measurement of uncertain tax positions using a more-likely-than-not approach, requiring the recognition and measurement of uncertain tax positions. The adoption of ASC 740 had no material impact on the Companys financial statements. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will to be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. |
4. RELATED PARTY TRANSACTIONS |
9 Months Ended |
---|---|
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | The Company is indebted to the officers of the Company for unpaid wages and bonuses from previous years that were converted into Notes. The balances at September 30, 2015 and December 31, 2014 are $421,044 to Mr. Reichman and $206,670 to Mrs. Griffin, respectively. The notes bear interest at 5% are due at January 15, 2016 and are unsecured.
Due to officers as of September 30, 2015 and December 31, 2014 totals $151,929 and $128,767, respectively. These balances consist of net cash advances, and unpaid expense reimbursements due to David Reichman. The payables and cash advances are unsecured, due on demand and do not bear interest. During the first Nine months of 2015 Mr. Reichman advanced $79,362 to the Company to cover operating expenses, and was repaid $56,200. During 2014 Mr. Reichman advanced $127,620, to the Company and was repaid $49,460. At September 30, 2015 and December 31, 2014, the balances due Mr. Reichman are $151,929 and $128,767, respectively.
During the first Nine months of 2015 and the year ended December 31, 2014, a board member advanced $26,800 and $31,500, respectively. These totals consist of several small advances, each covered by separate notes that bear interest at 6%, are unsecured, and are due beginning in January 2016 through August 2016. The total notes payable to this board member at September 30, 2015 and December 31, 2014 amount to $108,300 and $81,500, respectively. |
5. NOTES PAYABLE |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NOTES PAYABLE |
Notes payable consist of various notes bearing interest at rates from 5% to 8%, which are unsecured, with original due dates between August 2000 and September 2016. Many notes with maturity dates that have passed are currently in default with the remaining note due on dates as specified below. At September 30, 2015 and December 31, 2014, notes payable amounted to $1,884,759 and $1,807,397, respectively. Below is a table summarizing the notes owed by the Company.
Note payable activity in the three months ended September 30, 2015:
On February 11, April 21, May 5, June 8 and June 15, July 17, August 19, 2015, the Company executed notes payable to an individual and board member in the total amount of $26,800, interest accrues at 6% per annum, unsecured, due after 12 months of execution
On March 6, March 16, March 25, and June 30,, August 12, September 10, September 14, 2015, the Company executed notes payable to a Trust in the total amount of $27,400, interest accrues at 6% per annum, unsecured, due after 12 months of execution (2016).
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6. STOCKHOLDERS’ DEFICIT |
9 Months Ended |
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Sep. 30, 2015 | |
Equity [Abstract] | |
STOCKHOLDERS’ DEFICIT | ISSUANCES OF COMMON STOCK
During the quarter ended September 30, 2015, there were no common stock issuances.
During the Nine months ended September 30, 2015, the Company recorded imputed interest on a non-interest bearing note in the amount of $10,080, with an increase in paid in capital.
During the three months ended September 30, 2015, the Company did not issue any stock options or warrants. |
7. LEGAL ACTIONS |
9 Months Ended |
---|---|
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL ACTIONS | During March 2013, the Company was named in an action pertaining to the 75% working interest in the Ownbey Lease. Subsequent to the Companys purchase of the assets and the termination of the operator a mechanics lien was filed against the property claiming approximately $267,000 in fees are due to the previous operator. An action is pending in the District Court of Chautauqua County, Kansas, captioned Aesir Energy, Inc. vs. Amercian Resource Technologies, Inc.; Nancy Ownbey Archer; Jimmy Stephen Ownbey; Robbie Faye Butts; Tree Top Industries, Inc.; and TTII oil & Gas, Inc. Management intends to vigorously contest AESIRs claims and, at this point, settlement appears unlikely. It has been presented in the County Court that some of ARURs Directors have acted without authorization in this matter, and TTIIs management is assessing how to proceed at this time. No monetary claims have been asserted against TTII or TTII Oil & Gas, Inc. |
8. SUBSEQUENT EVENTS |
9 Months Ended |
---|---|
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | In accordance with ASC 855-10 Company management reviewed all material events through the date of this report and there are no material subsequent events to report except as follows:
On February 26, 2016, the Company announced in an 8-K, that on February 15, 2016, TTII entered into a non-binding letter of intent with Go Fun Group Holdings, Ltd, (Go Fun) an integrated O2O (online to offline) supply-chain facilitated company, which operates in the retail restaurant and online food service business sectors and is based in Hong Kong, to continue discussions and work on a mutual agreeable transaction and business plan, including a potential private placement for raising capital. Go Fun is also engaged in the Green food sourcing and logistics business, working with sustainable, local companies to further the science of healthy food preparation. Go Funs retail entries include traditional Chinese, Italian, and Japanese Steakhouse restaurants. The purpose of the ongoing exchange between TTII and Go Fun is to explore possible synergies, and facilitate investment in or acquisition of several of Go Funs operating units and/or assets.
On April 7, 2016, the Board of Directors announced their intension to effect a 10 for 1 forward stock split, and change the authorized common shares to 100,000,000 shares in May 2016 after proper approval with the authorities. They have also authorized a Series A Preferred Stock that will have super voting power.
During April 2016, the Company drafted and offered a Private Placement Memorandum (PPM) which will be open to raise capital until June 30, 2016 with the option of an additional 30 day extension. The Company has received $350,000 from subscription agreements through the date of filing of this report. |
3. SIGNIFICANT ACCOUNTING POLICIES (Policies) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Use of Estimates | The preparation of financial statements in conformity 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 at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
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Beneficial Conversion Feature of Debentures and Convertible Notes Payable | In accordance with FASB ASC 470-20, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, we recognize the advantageous value of conversion rights attached to convertible debt. Such rights give the debt holder the ability to convert his debt into common stock at a price per share that is less than the trading price to the public on the day the loan is made to us. The beneficial value is calculated as the intrinsic value (the market price of the stock at the commitment date in excess of the conversion rate) of the beneficial conversion feature of the debentures and related accruing interest, and is recorded as a discount to the related debt and an addition to additional paid in capital. The discount is amortized over the remaining outstanding period of related debt using the straight-line method. |
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Recent Accounting Pronouncements | No accounting pronouncements were issued during the second quarter of 2015 that would have a material effect on the accounting policies of the Company when adopted. |
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Oil and Gas Interests | The Company utilizes the full cost method of accounting for oil and gas activities. Under this method, subject to a limitation based on estimated value, all costs associated with property acquisition, exploration and development, including costs of unsuccessful exploration; are capitalized within a cost center. No gain or loss is recognized upon the sale or abandonment of undeveloped or producing oil and gas interests unless the sale represents a significant portion of oil and gas interests and the gain significantly alters the relationship between capitalized costs and proved oil and gas reserves of the cost center. Depreciation, depletion and amortization of oil and gas interests are computed on the units of production method based on proved reserves. Amortizable costs include estimates of future development costs of proved undeveloped reserves.
Capitalized costs of oil and gas interests may not exceed an amount equal to the present value, discounted at 10%, of the estimated future net cash flows from proved oil and gas reserves plus the cost, or estimated fair market value, if lower, of unproved interests. Should capitalized costs exceed this ceiling, an impairment is recognized. The present value of estimated future net cash flows is computed by applying average prices, in the preceding twelve months, of oil and gas to estimated future production of proved oil and gas reserves as of year-end, less estimated future expenditures to be incurred in developing and producing the proved reserves and assuming continuation of existing economic conditions.
The oil and gas interests were purchased with the issuance of 466,853 shares and were valued at market value at the grant date as $513,538. However at December 31, 2012, due to a mechanics lien and impairment of title to the assets, the Company impaired the recorded cost, leaving no value associated with the acquisition. The Company recorded an impairment on long lived assets in the amount of $513,538. |
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Asset Retirement Obligation | The Company follows FASB ASC 410-20 "Accounting for Asset Retirement Obligations," which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs.
FASB ASC 410-20 requires recognition of the present value of obligations associated with the retirement of tangible long-lived assets in the period in which it is incurred. The liability is capitalized as part of the related long-lived asset's carrying amount.
Over time, accretion of the liability is recognized as an operating expense and the capitalized cost is depreciated over the expected useful life of the related asset. The Company's asset retirement obligations are related to the plugging, dismantlement, removal, site reclamation and similar activities of its oil and gas exploration activities.
The asset retirement obligation is as follows:
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Investments at Cost | The Company accounts for its investment in private entities using the equity method for investments where the Companys shares held are in excess of 20% of the outstanding shares of the investee. The Company acquired a 25% equity investment in three entities from Brazil as part of the assets of the ARUR acquisition in December 2012. Due to the inactivity of the entities, the Company did not allocate any purchase price to these investments. The Company evaluates its cost in investments for impairment of value annually. If cost investments become marketable they are reclassified to Marketable Securities-Available for Sale.
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Marketable Securities-Available for Sale | The Company purchased marketable securities during 2012. The Company's marketable securities are classified as "available for sale". Accordingly, the Company originally recognizes the shares at the market value purchased. The shares are evaluated quarterly using the specific identification method. Any unrealized holding gains or losses are reported as Other Comprehensive Income and as a separate component of stockholder's equity. Realized gains and losses are included in earnings. Also other than temporary impairments are recorded as a loss on marketable securities in the statements of operations.
Marketable securities are as follows at September 30, 2015:
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Fair Value of Financial Instruments | On January 1, 2008, the Company adopted ASC 820, Fair Value Measurements ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:
The carrying amounts reported in the balance sheets for cash and cash equivalents, and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The carrying value of notes payable approximates fair value because negotiated terms and conditions are consistent with current market rates as of September 30, 2015 and December 31, 2014.
Marketable securities are reported at the quoted and listed market rates of the securities held at the period end.
The following table presents the Companys Marketable securities and Notes Payable within the fair value hierarchy utilized to measure fair value on a recurring basis as of September 30, 2015 and December 31, 2014:
The following table presents a Level 3 reconciliation of the beginning and ending balances of the fair value measurements using significant unobservable inputs as of September 30, 2015 and December 31, 2013:
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Principles of Consolidation | The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, NetThruster, Inc., BioEnergy Applied Technologies Inc., GoHealthMD, Inc., MLN, Inc., Eye Care Centers International, Inc., GoHealthMD Nano Pharmaceuticals, Inc., TTI Strategic Acquisitions and Equity Group, Inc. and TTII Oil & Gas, Inc. All subsidiaries of the Company except TTII Oil & Gas, Inc., currently have no financial activity. All significant inter-company balances and transactions have been eliminated. |
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Cash and Cash Equivalents | The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are maintained with major financial institutions in the U S. Deposits held with these banks at times exceed $250,000 of insurance provided on such deposits. The Company has not experienced any losses in such accounts and believes that it is not exposed to any significant credit risk on cash and cash equivalents. There were no cash equivalents at September 30, 2015 and December 31, 2014. |
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Accounts Receivable/Allowances for Doubtful Accounts | The Company regularly assesses the collectability of its accounts receivable, and considers receivables with aging exceeding 120 days to be potentially uncollectible. Management will analyze the need for an allowance for doubtful accounts at that time. As of September 30, 2015 and December 31, 2014, there are no allowances recorded. |
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Stock Based Compensation | The Company accounts for stock-based compensation in accordance with the provisions of ASC 718. ASC 718 requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide service in exchange for the reward- known as the requisite service period. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. The grant-date fair value of employee share options and similar instruments are estimated using the Black Scholes option-pricing model adjusted for the unique characteristics of those instruments.
Equity instruments issued to non-employees are recorded at their fair values as determined in accordance with ASC 718 and ASC 595, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods and Services, and are periodically revalued as the stock options vest and are recognized as expense over the related service period. |
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Basic and Diluted Loss per Share | The Company calculates earnings per share in accordance with ASC 260, Computation of Earnings Per Share. Basic loss per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share gives effect to dilutive convertible securities, options, warrants and other potential common stock outstanding during the period; only in periods in which such effect is dilutive. For 2015 and 2014, no common equivalent shares were excluded from the calculation and as of September 30, 2015, there are not stock equivalents existing. The ESOP shares issued during 2012 and 2011 have also been excluded from the calculation as they were issued but not outstanding.
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Revenue Recognition | Oil and Gas Revenues and Deferred Revenue
Revenue form sales of crude oil are recorded when deliveries have occurred and legal ownership of the commodity transfers to the customer. Title transfers for crude oil generally occur when a tanker lifting has occurred. Oil inventory in holding tanks at the period end are recorded as deferred revenue prior to tanker lifting. |
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Intangible Assets and Business Combinations | The Company adopted ASC 805, Business Combinations, and ASC 350, Goodwill and Other Intangible Assets, effective June 2001 and revised in December 2007. ASC 805 requires the use of the purchase method of accounting for any business combinations initiated after June 30, 2002, and further clarifies the criteria to recognize intangible assets separately from goodwill. Under ASC 350, goodwill and indefinite−life intangible assets are no longer amortized, but are reviewed for impairment annually. |
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Oil & Gas Inventory | The Company accounts for the oil & gas extracted from the ground and held in holding tanks prior to pickup and sale as oil & gas inventory. It is computed using the measurement of barrels and is multiplied with the published oil purchase price from the customer that picks up and purchases our oil. |
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Concentrations of Credit Risk | During the quarter ended September 30, 2015, the Company had one major customer, through which the Company sold 100% of its oil production. Although the Company believes comparable refineries could be contracted to pickup and purchase our oil the loss of this customer could have a temporary negative impact on the Companys operations. At September 30, 2015 and December 31, 2014, 100% of the accounts receivable were to the single major customer mentioned above. |
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Income Taxes | The Company applies ASC 740 which requires the asset and liability method of accounting for income taxes. The asset and liability method requires that the current or deferred tax consequences of all events recognized in the financial statements are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years. Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets will not be recovered.
The Company adopted ASC 740 at the beginning of fiscal year 2008. This interpretation requires recognition and measurement of uncertain tax positions using a more-likely-than-not approach, requiring the recognition and measurement of uncertain tax positions. The adoption of ASC 740 had no material impact on the Companys financial statements. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will to be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. |
3. SIGNIFICANT ACCOUNTING POLICIES (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Asset retirement obligation |
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Investments at Cost |
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Marketable securities |
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Marketable Securities and Notes Payable within the fair value hierarchy |
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Level 3 reconciliation of the beginning and ending balances |
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Earnings per share |
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5. NOTES PAYABLE (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note outstanding |
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3. SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) |
9 Months Ended | 12 Months Ended |
---|---|---|
Sep. 30, 2015 |
Dec. 31, 2014 |
|
Significant Accounting Policies Details | ||
Previous Balance | $ 101,250 | $ 101,250 |
Increases/(decreases) current period | 0 | 0 |
Ending Balance | $ 101,250 | $ 101,250 |
3. SIGNIFICANT ACCOUNTING POLICIES (Details 1) |
9 Months Ended |
---|---|
Sep. 30, 2015
USD ($)
| |
Accounting Policies [Abstract] | |
Cost investment beginning balance | $ 0 |
Realized gains and losses | 0 |
Unrealized gains and losses | 0 |
Cost investment ending balance | $ 0 |
3. SIGNIFICANT ACCOUNTING POLICIES (Details 2) |
9 Months Ended |
---|---|
Sep. 30, 2015
USD ($)
| |
Accounting Policies [Abstract] | |
Marketable securities beginning balance | $ 78,020 |
Change in market value | 13,365 |
Marketable securities ending balance | $ 91,385 |
3. SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($) |
Sep. 30, 2015 |
Dec. 31, 2014 |
---|---|---|
Notes payable | $ 1,884,759 | $ 1,807,397 |
Level 1 | ||
Marketable Securities | 91,385 | 78,020 |
Notes payable | 0 | 0 |
Level 2 | ||
Marketable Securities | 0 | 0 |
Notes payable | 0 | 0 |
Level 3 | ||
Marketable Securities | 0 | 0 |
Notes payable | $ 1,884,759 | $ 1,807,397 |
3. SIGNIFICANT ACCOUNTING POLICIES (Details 4) |
9 Months Ended |
---|---|
Sep. 30, 2015
USD ($)
| |
Accounting Policies [Abstract] | |
Notes payable beginning balance | $ 1,807,397 |
Note issuances | 133,562 |
Note payments | (56,200) |
Notes payable ending balance | $ 1,884,759 |
3. SIGNIFICANT ACCOUNTING POLICIES (Details 5) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2015 |
Sep. 30, 2014 |
Sep. 30, 2015 |
Sep. 30, 2014 |
|
Significant Accounting Policies Details 5 | ||||
Income (Loss) (numerator) | $ (227,544) | $ (229,813) | ||
Shares (denominator) | 8,425,089 | 8,175,090 | 8,425,089 | 8,175,090 |
Basic and diluted income (loss) per share | $ (0.03) | $ (0.03) |
4. RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) |
9 Months Ended | 12 Months Ended | |
---|---|---|---|
Sep. 30, 2015 |
Sep. 30, 2014 |
Dec. 31, 2014 |
|
Money loaned to Company by related party | $ 79,362 | $ 126,150 | |
Amount repaid to related party | 56,200 | $ 41,259 | |
Mr. Reichman | |||
Balance due to related parties | 421,044 | $ 421,044 | |
Money loaned to Company by related party | 79,362 | 127,620 | |
Amount repaid to related party | 56,200 | 49,460 | |
Mrs. Griffin | |||
Balance due to related parties | 206,670 | 206,670 | |
Officers | |||
Balance due to related parties | 151,929 | 128,767 | |
Member of the Board | |||
Balance due to related parties | 108,300 | 81,500 | |
Money loaned to Company by related party | $ 26,800 | $ 31,500 |
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