Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
|
(Mark
One)
|
|
|
[X] QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
|
For
the quarterly period ended September 30, 2009
|
|
|
[ ] TRANSITION REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
|
For
the transition period from __________ to
______________
|
|
000-28323
Commission
File Number
TIRE INTERNATIONAL
ENVIRONMENTAL SOLUTIONS INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
98-0368586
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
1530 9th Ave SE, Calgary, Alberta
|
T2G 0T7
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
(403) 693-8000
|
|
(Registrant’s
telephone number, including area code)
|
|
(Former
name, former address and former fiscal year, if changed since last
report)
|
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
|
Yes
[X] No [ ]
|
|
|
Yes
[X] No [ ]
|
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
|
Yes
[ ] No
[ ]
|
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
|
Large
accelerated filer
|
[ ]
|
Accelerated
filer
|
[ ]
|
|
Non-accelerated
filer
|
[ ]
|
Smaller
reporting company
|
[X]
|
|
(Do
not check if a smaller reporting company)
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
|
Yes
[X] No
[ ]
|
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate
by check mark whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan confirmed by a
court.
|
Yes
[ ] No
[ ]
|
APPLICABLE
ONLY TO CORPORATE ISSUERS
|
8,930,185 common shares outstanding as of October
15, 2009
|
|
(Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable
date.)
|
2
TIRE
INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
TABLE
OF CONTENTS
|
Page
|
||
|
PART
I – FINANCIAL INFORMATION
|
||
|
Item
1.
|
Financial
Statements
|
4 |
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
5 |
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
6 |
|
Item
4.
|
Controls
and Procedures
|
7 |
|
PART
II – OTHER INFORMATION
|
||
|
Item
1.
|
Legal
Proceedings
|
7 |
|
Item
1A.
|
Risk
Factors
|
7 |
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
7 |
|
Item
3.
|
Defaults
Upon Senior Securities
|
7 |
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
7 |
|
Item
5.
|
Other
Information
|
7 |
|
Item
6.
|
Exhibits
|
8 |
|
Signatures
|
|
9 |
3
PART
I
ITEM
1.
FINANCIAL STATEMENTS
The
accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions for Form 10-Q and Article 210 8-03 of Regulation
S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. All
such adjustments are of a normal recurring nature. Operating results
for the nine month period ended September 30, 2009, are not necessarily
indicative of the results that may be expected for the fiscal year ending
December 31, 2009. For further information refer to the financial
statements and footnotes thereto included in the Company’s Annual Report on Form
10-K for the year ended December 31, 2008.
|
Page
|
|
|
Interim
Financial Statements
|
|
|
Interim
Balance Sheets
|
F-1 |
|
Interim
Statements of Operations
|
F-2 |
|
Interim
Statements of Cash Flows
|
F-3 |
|
Notes
to Interim Financial Statements
|
F-4 to F-5 |
TIRE
INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
(A
Development Stage Company)
INTERIM
BALANCE SHEETS
(Unaudited)
(Stated in U.S.
Dollars)
|
September
30,
|
December
31,
|
|||||||
|
ASSETS
|
2009
|
2008
|
||||||
|
Current
Assets
|
||||||||
|
Cash
|
$ | - | $ | 5,517 | ||||
|
Total
Current Assets
|
- | 5,517 | ||||||
|
TOTAL
ASSETS
|
$ | - | $ | 5,517 | ||||
|
LIABILITIES AND
STOCKHOLDERS’ DEFICIT
|
||||||||
|
Current
Liabilities
|
||||||||
|
Accounts payable and accrued
liabilities
|
$ | 68,724 | $ | 57,570 | ||||
|
Payable
– Related Party
|
410,047 | 409,047 | ||||||
| 478,771 | 466,617 | |||||||
|
Total
Current Liabilities
|
||||||||
|
STOCKHOLDERS’
DEFICIT
|
||||||||
|
Preferred
stock, $0.10 Par value
|
||||||||
|
1,000,000
shares authorized, none issued
|
- | - | ||||||
|
Common
Stock
|
||||||||
|
$0.001 par value, authorized
100,000,000 shares
|
||||||||
|
Issued
and outstanding 8,930,185 and 8,930,185 shares at September 30, 2009 and
December 31, 2008 respectively
|
8,930 | 8,930 | ||||||
|
Additional
paid-in capital
|
3,350,619 | 3,350,619 | ||||||
|
Deficit
accumulated during the development stage
|
(3,838,320 | ) | (3,820,649 | ) | ||||
|
Total
Stockholders’ Equity (Deficit)
|
(478,771 | ) | (461,100 | ) | ||||
|
Total
Liabilities and Stockholders’ Deficit
|
$ | - | $ | 5,517 | ||||
SEE
ACCOMPANYING NOTES TO INTERIM FINANCIAL STATEMENTS
F-1
TIRE
INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
(A
Development Stage Company)
INTERIM
STATEMENTS OF OPERATIONS
For the
three months ending September 30, 2009 and 2008 and
the nine
months ending September 30, 2009 and 2008 and
for the
period December 15, 1998 (Date of Inception) to September 30, 2009
(Unaudited)
(Stated in U.S.
Dollars)
|
Three
months ending
September
30,
|
Nine
months ending
September
30,
|
December
15, 1998 (Date of Inception) to
|
||||||||||||||||||
|
2009
|
2008
|
2009
|
2008
|
September
30, 2009
|
||||||||||||||||
|
Revenue
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
|
Cost
of Sales
|
- | - | - | - | - | |||||||||||||||
|
Gross
Margin
|
- | - | - | - | - | |||||||||||||||
|
Expenses
|
||||||||||||||||||||
|
General and
Administrative
|
226 | 482 | 2,287 | 4,386 | 1,029,067 | |||||||||||||||
|
Professional
fees
|
2,724 | 5,171 | 7,809 | 8,371 | 25,882 | |||||||||||||||
|
Consulting
fees
|
- | - | - | 8,250 | 8,250 | |||||||||||||||
|
Salaries
and consulting
|
862 | 409 | 3,686 | 4,523 | 15,282 | |||||||||||||||
|
Interest
|
1,745 | 133 | 3,889 | 142 | 7,602 | |||||||||||||||
|
Net
income (loss) from operations
|
(5,557 | ) | (6,195 | ) | (17,671 | ) | (25,672 | ) | (1,086,083 | ) | ||||||||||
|
Gain
(loss) on disposal of Fixed assets
|
- | - | - | - | 52,464 | |||||||||||||||
|
Forgiveness
of debt
|
- | - | - | - | 238,654 | |||||||||||||||
|
Net
income (loss) before income taxes
|
(5,557 | ) | (6,195 | ) | (17,671 | ) | (25,672 | ) | (794,965 | ) | ||||||||||
|
Income(
tax) benefit
|
- | - | - | - | 2,235 | |||||||||||||||
|
Net
income (loss) before Discontinued Operations
|
(5,557 | ) | (6,195 | ) | (17,671 | ) | (25,672 | ) | (792,730 | ) | ||||||||||
|
Discontinued
operations of Subsidiary
|
- | - | - | - | (3,045,590 | ) | ||||||||||||||
|
Net
Loss
|
$ | (5,557 | ) | $ | (6,195 | ) | $ | (17,671 | ) | $ | (25,672 | ) | $ | (3,838,320 | ) | |||||
|
Net
income (loss) per share
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
|
Weighted
average shares outstanding
|
8,930,185 | 8,930,185 | 8,930,185 | 8,817,696 | ||||||||||||||||
SEE
ACCOMPANYING NOTES TO ITERIM FINANCIAL STATEMENTS
F-2
TIRE
INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
(A
Development Stage Company)
INTERIM
STATEMENTS OF CASH FLOWS
For the
nine months ended September 30, 2009 and 2008 and
for the
period December 15, 1998 (Date of Inception) to September 30, 2009
(Unaudited)
(Stated in U.S.
Dollars)
|
Nine
months ended September
30,
|
December
15, 1998
(Date
of Inception)
|
|||||||||||
|
2009
|
2008
|
To
September 30, 2009
|
||||||||||
|
Cash
Flows From Operating Activities
|
||||||||||||
|
Net loss for the
period
|
$ | (17,671 | ) | $ | (25,672 | ) | $ | (3,838,320 | ) | |||
|
Adjustment
to reconcile net loss to cash used in
operating
activities
|
||||||||||||
|
Depreciation and
amortization
|
- | - | 959,514 | |||||||||
|
Gain
on settlement of debt
|
- | - | (52,464 | ) | ||||||||
|
Foreign
exchange
|
- | - | 31,893 | |||||||||
|
Consulting
fees settled with stock
|
- | 8,250 | 8,250 | |||||||||
|
Expenses paid with
stock
|
- | 1,500 | 164,605 | |||||||||
|
Disposal of
assets
|
- | - | 87,734 | |||||||||
|
Changes
in assets and liabilities:
|
||||||||||||
|
Accounts payable and accrued
liabilities
|
11,154 | (12,337 | ) | 68,724 | ||||||||
|
Cash
flows used in operating activities
|
(6,517 | ) | (28,259 | ) | (2,570,064 | ) | ||||||
|
Cash
Flows from Investing Activities
|
||||||||||||
|
Acquisition
of capital assets
|
- | - | (608,514 | ) | ||||||||
|
Disposition of
assets
|
- | - | 251,124 | |||||||||
|
Goodwill
on acquisition of subsidiary
|
- | - | (351,000 | ) | ||||||||
|
Cash
flows used in investing activities
|
- | - | (708,390 | ) | ||||||||
|
Cash
Flows from Financing Activities
|
||||||||||||
|
Proceeds
from issuance of convertible notes
|
- | - | 244,255 | |||||||||
|
Proceeds
from issuance of common stock
|
- | - | 967,564 | |||||||||
|
Additional
paid in capital
|
- | - | 1,367,726 | |||||||||
|
Long-term
debt
|
- | - | 408,941 | |||||||||
|
Debt
repayment
|
- | - | (408,941 | ) | ||||||||
|
Note payable – related
parties
|
- | - | 644,018 | |||||||||
|
Payables – related
parties
|
1,000 | 22,542 | 54,891 | |||||||||
|
Cash
flows provided by financing activities
|
1,000 | 22,542 | 3,278,454 | |||||||||
|
Net
increase (decrease) in cash and cash equivalents
|
(5,517 | ) | (5,717 | ) | - | |||||||
|
Cash
and cash equivalents at beginning of period
|
5,517 | 8,233 | - | |||||||||
|
Cash
and cash equivalents at end of period
|
$ | - | $ | 2,516 | $ | - | ||||||
|
Supplemental
Disclosures:
|
||||||||||||
|
Cash
paid during the period for
|
||||||||||||
|
Interest
|
$ | - | $ | - | $ | 21,981 | ||||||
|
Income
taxes
|
$ | - | $ | - | $ | - | ||||||
SEE
ACCOMPANYING NOTES TO INTERIM FINANCIAL STATEMENTS
F-3
TIRE
INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
(A
Development Stage Company)
NOTES TO
THE INTERIM FINANCIAL STATEMENTS
For the
Nine months ended September 30, 2009
(Unaudited)
Note
1- Basis of presentation
The
Company was incorporated under the laws of the State of Nevada on February 19,
1986 with authorized common stock of 10,000,000 shares with par value of
$0.0025. On April 25, 1998 the authorized common stock was increased
to 100,000,000 shares with a change in par value to $0.001 and on February 9,
1999 the Company changed its name to IVision Group Ltd. On April 15,
1998 the Company completed a reverse common stock split of two shares of its
outstanding stock for one share and on January 8, 1999 a forward common stock
split of one share of outstanding stock for four shares. This report
has been prepared showing after stock split shares with a par value of $0.001
from inception. On January 27, 1999 the Company acquired all of the
outstanding stock of I Vision USA Inc. through a stock for stock exchange in
which the stockholders of I Vision USA Inc. received 8,000,000 common shares of
the Company in exchange for all of the stock of I Vision USA Inc. I
Vision USA Inc. was organized in the state of Delaware on December 15, 1998 and
had purchased all of the outstanding stock of I Vision Integral Inc. which was
organized in Canada during March 1998. I Vision USA Inc. and I Vision
Integral Inc. were organized for the purpose of conducting electronic commerce
on the World Wide Web. For reporting purposes, the acquisition is
treated as an acquisition of the Company by I Vision USA Inc. (reverse
acquisition) and a recapitalization of I Vision USA Inc. The
historical financial statements prior to January 27, 1999 are those of I Vision
USA Inc. and its subsidiary I Vision Integral Inc. During September
1999 the Company acquired all of the outstanding stock of La Societe De
Services, Bergeron Conseils Et Realisation Inc., and Ixiem Production Inc. by
the issuance of 234,000 shares of its common stock and a promissory note of
$150,000 CDN. This debt was settled for stock and the companies
have since been discontinued or abandoned.
These
financial statements are presented from the inception date of December 15, 1998
which was the date of incorporation of I Vision U.S.A, Inc. as this company was
the last operating entity.
During
fiscal year 2003 the Company and its subsidiaries ceased operations and on April
1, 2004, the Company divested itself of all of its subsidiaries by way of a
divestiture agreement whereby the Company transferred all of the shares of the
subsidiaries in exchange for the assumption of all of the outstanding debt of
the subsidiaries. The impact of these divestitures on the balance
sheet of the Company was to substantially reduce the outstanding
liabilities.
On
December 21, 2006 the Company issued a total of 500,000 post split common shares
pursuant to a debt settlement agreement between the Company and Mr. Antonio
Care. This issuance of shares effected a change in control of the Company.
On
February 8, 2007, the Company effected a reverse split of its shares of common
stock on the basis of 1 new share for every 100 shares held at the time of the
reverse split. Concurrent with the reverse split of its shares the Company
changed its name to Tire International Environmental Solutions Inc.
On March
13, 2007, the Company issued a total of 4,900,000 common shares at a deemed
price of $0.001 per share in settlement of a total of $49,000 in related party
debt. The related party required the shares be issued to a total of
14 stockholders.
On
December 7, 2007 the Company issued a total of 2,805,000 common shares at a
deemed price of $0.001 per common share in settlement of a total of $28,050 in
related party debt. The related party required the shares be issued to a total
of 14 stockholders.
The
Company is presently seeking other acquisitions.
F-4
TIRE
INTERNATIONAL ENVIRONMENTAL SOLUTIONS INC.
(A
Development Stage Company)
NOTES TO
THE INTERIM FINANCIAL STATEMENTS (continued)
For the
Nine months ended September 30, 2009
(Unaudited)
Note
2 – Recent accounting pronouncements
In June
2009 the FASB established the Accounting Standards Codification ("Codification"
or "ASC") as the source of authoritative accounting principles recognized by the
FASB to be applied by nongovernmental entities in the preparation of financial
statements in accordance with generally accepted accounting principles in the
United States ("GAAP"). Rules and interpretive releases of the Securities and
Exchange Commission ("SEC") issued under authority of federal securities laws
are also sources of GAAP for SEC registrants. Existing GAAP was not intended to
be changed as a result of the Codification, and accordingly the change did not
impact our financial statements. The ASC does change the way the guidance is
organized and presented.
Statement
of Financial Accounting Standards ("SFAS") SFAS No. 165 (ASC Topic 855),
"Subsequent Events", SFAS No. 166 (ASC Topic 810), "Accounting for Transfers of
Financial Assets-an Amendment of FASB Statement No. 140", SFAS No. 167 (ASC
Topic 810), "Amendments to FASB Interpretation No. 46(R)", and SFAS No. 168 (ASC
Topic 105), "The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles-a replacement of FASB Statement No.
162" were recently issued. SFAS No. 165, 166, 167, and 168 have no current
applicability to the Company or their effect on the financial statements would
not have been significant.
Accounting
Standards Update ("ASU") ASU No. 2009-05 (ASC Topic 820), which amends Fair
Value Measurements and Disclosures - Overall, ASU No. 2009-13 (ASC Topic 605),
Multiple-Deliverable Revenue Arrangements, ASU No. 2009-14 ASC Topic 985),
Certain Revenue Arrangements that include Software Elements, and various other
ASU's No. 2009-2 through ASU No. 2009-15 which contain technical corrections to
existing guidance or affect guidance to specialized industries or entities were
recently issued.
These
updates have no current applicability to the Company or their effect on the
financial statements would not have been significant.
Note
3 – Subsequent Events
The
Company has evaluated subsequent events from the balance sheet date through
November 10, 2009 and determined there were no events to disclose.
F-5
ITEM
2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
FORWARD-LOOKING
STATEMENTS
This
quarterly report contains forward-looking statements relating to future events
or our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may", "should", "intends",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential", or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors which may cause our or our
industry's actual results, levels of activity or performance to be materially
different from any future results, levels of activity or performance expressed
or implied by these forward-looking statements.
Such
factors include, among others, the following: international, national and local
general economic and market conditions: demographic changes; the ability of the
Company to sustain, manage or forecast its growth; the ability of the Company to
successfully make and integrate acquisitions; raw material costs and
availability; new product development and introduction; existing
government regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; the loss of significant customers
or suppliers; fluctuations and difficulty in forecasting operating results;
changes in business strategy or development plans; business disruptions; the
ability to attract and retain qualified personnel; the ability to protect
technology; and other factors referenced in this and previous
filings.
Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity or
performance. Except as required by applicable law, including the
securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.
Given
these uncertainties, readers of this Form 10-Q and investors are cautioned not
to place undue reliance on such forward-looking statements. The
Company disclaims any obligation to update any such factors or to publicly
announce the result of any revisions to any of the forward-looking statements
contained herein to reflect future events or developments.
All
dollar amounts stated herein are in US dollars unless otherwise
indicated.
General
Overview
The
Company presently has no business operations. The Company’s plan is
to seek, investigate and, if such investigation warrants, acquire an interest in
business opportunities presented to it by persons or firms who or which desire
to seek the perceived advantages of a corporation registered under the
Securities Exchange Act of 1934. The Company presently has limited
capital with which to provide the owners of business opportunities with any
significant cash or other assets. However, management believes the
Company will be able to raise additional capital for an acquisition of
merit. The Company may incur significant legal and accounting costs
in connection with the acquisition of a business opportunity, including the
costs of preparing Form 8-K’s, 10-Q’s or 10-K’s, agreements and related reports
and documents.
The
analysis of new business opportunities is being undertaken by, or under the
supervision of, the officers and directors of the Company. In
analyzing prospective business opportunities, management will consider such
matters as the available technical, financial and managerial resources; working
capital and other financial requirements; history of operations, if any;
prospects for the future; nature of present and expected competition; the
quality and experience of management services which may be available and the
depth of that management; the potential for further research, development, or
exploration; specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of the Company; the potential for
growth or expansion; the potential for profit; the perceived public recognition
of acceptance of products, services, or trades; name identification; and other
relevant factors. The Company will not acquire or merge with any company for
which audited financial statements cannot be obtained within a reasonable period
of time after closing of the proposed transaction.
5
Recent
Corporate Developments
There
have been no recent corporate developments in the three month period covered by
this quarterly report.
Liquidity
and Capital Resources
As at
September 30, 2009, the Company had no cash and a working capital deficit of
$478,771. Management believes that additional working capital
necessary to continue operations will be provided by management and/or existing
stockholders. However, there is no legal obligation for either
management or significant stockholders to provide additional future
funding. Should they fail to provide financing, the Company has not
identified any alternative sources. Consequently, there is substantial doubt
about the Company's ability to continue as a going concern.
The
Company has no current plans, proposals, arrangements or understandings with
respect to the sale or issuance of additional securities. Accordingly, there can
be no assurance that sufficient funds will be available to the Company to allow
it to cover the expenses related to ongoing operations. Regardless of
whether the Company's cash assets prove to be inadequate to meet the Company's
operational needs, the Company might seek to compensate providers of services by
issuances of stock in lieu of cash.
Results
of Operation
The
Company had no revenues for the nine month periods ended September 30, 2009, and
September 30, 2008.
Total
expenses for the nine month period ended September 30, 2009, were $17,671 as
compared to $25,672 for the comparative period in 2008. Expenses
during the nine months ended September 30, 2009 and September 30, 2008 related
primarily to the maintenance of the corporate entity and maintaining compliance
with the Securities Exchange Act of 1934, as amended. For the period
ended September 30, 2008, an additional component of the expenses included
$8,250 of consulting fees settled with shares of the Company. Total
expenses for the three month period ended September 30, 2009, were $5,557 as
compared to $6,195 for the comparative period in 2008, which are the result of
decreased professional fees for the period September 30, 2009.
Loss per
share for the nine month periods ended September 30, 2009 and September 30,
2008, were nil. The Company expects to continue to incur losses through the year
ended December 31, 2009.
It is
anticipated that the future expenditure levels will increase as the Company
intends to actively pursue business opportunities in the upcoming
quarter. The Company will continue seeking a merger or
acquisition. The Company may participate in a business venture of
virtually any kind or nature. Management anticipates that it may be
able to participate in only one potential business venture because the Company
has nominal assets and limited financial resources.
Off-Balance
Sheet Arrangements
Not
Applicable
ITEM
3. QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not
applicable.
6
ITEM
4. CONTROLS
AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), as of the end of the period covered by this
report. Based on this evaluation, our principal executive officer and
principal financial officer concluded that our disclosure controls and
procedures were effective as of September 30, 2009, to provide reasonable
assurance that information required to be disclosed in our reports filed or
submitted under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Securities and Exchange Commission’s
rules and forms.
Changes
in Internal Controls
There has
been no change in our internal control over financial reporting that occurred
during the three months ended September 30, 2009, that has materially affected,
or is reasonably likely to materially affect, our internal control over
financial reporting.
PART
II – OTHER INFORMATION
ITEM
1.
LEGAL PROCEEDINGS
The
Company is not a party to any legal proceedings and is not aware of any pending
legal proceedings as of the date of this Form 10-Q.
ITEM
1A. RISK
FACTORS
Not
Applicable
ITEM
2. UNREGISTERED
SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Not
applicable
ITEM
3.
DEFAULTS UPON SENIOR SECURITIES
Not
Applicable
ITEM
4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
None.
7
ITEM
6. EXHIBITS
|
REGULATION
S-K NUMBER
|
EXHIBIT
|
REFERENCE
|
|
|
3.1
|
Certificate
of Amendment to Articles of Incorporation
|
Incorporated
by reference to the Exhibits previously filed with the Company’s Report on
Form 10-KSB filed with the Securities and Exchange Commission on April 14,
2008.
|
|
|
3.2
|
Amended
and Restated Bylaws
|
Incorporated
by reference to the Exhibits previously filed with the Company’s Form
10-KSB filed with the Securities and Exchange Commission on April 2,
2007.
|
|
|
10.1
|
Divestiture
Agreement between IVision Group Ltd. and Crisis Management
Inc.
|
Incorporated
by reference to the Exhibits previously filed with the Company’s Form
10-QSB filed with the Securities and Exchange Commission on October 30,
2006.
|
|
|
16.1
|
Letter
on change of certifying accountant
|
Incorporated
by reference to the Exhibits previously filed with the Company’s Form 8-K
filed with the Securities and Exchange Commission on October 18,
2006.
|
|
|
22.1
|
Notice
of Proposal for reverse split and name change
|
Incorporated
by reference to our Schedule 14C filed on January 19, 2007.
|
|
|
31.1
|
Section
302 Certification- Principal Executive Officer
|
Filed
herewith
|
|
|
31.2
|
Section
302 Certification Principal Financial Officer
|
Filed
herewith
|
|
|
32.1
|
Certification
Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
Filed
herewith
|
|
|
32.2
|
Certification
Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
|
Filed
herewith
|
8
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
Tire International Environmental Solutions
Inc.
|
|
|
Date:
November 10, 2009
|
/s/ Antonio
Care
|
|
Name:
Antonio Care
|
|
|
Title:
Principal Executive Officer
|
|
|
Date:
November 10, 2009
|
/s/
Jacqueline Danforth
|
|
Name:
Jacqueline Danforth
|
|
|
Principal
Financial Officer
|
9