Attached files
| file | filename |
|---|---|
| EX-7.1 - EXHIBIT 7.1 - Tirex CORP | exhibit7-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report September 29, 2010 (Date of earliest event reported, August 31, 2010)
The Tirex Corporation
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of
Incorporation)
| 33-17598-NY | 22-3282985 |
| (Commission File Number) | (IRS Employer Identification No.) |
1771 Post Road East
Westport CT
06880
(Address of Principal Executive Offices) (Zip Code)
(203) 292-6922
(Registrant's Telephone Number,
Including Area Code)
------------------------------------------------------------------------------------
(Former
Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
ITEM 4.02(B) - NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW
Tirex’s accounts for the Fiscal years ended June 30 2004 to June 30, 2008 were audited by Moore & Associates Chartered Accountants ("Moore") and filed with the Securities and Exchange Commission accordingly. Moore, however, lost its PCAOB certification on August 27, 2009. On September 16, 2009, The Tirex Corporation ("Tirex" or the "Company") hired M&K CPAS, PLLC ("M&K"), based in Houston, Texas, as its independent accountants, to audit its financial statements for the year ended June 30, 2009, and to re-audit the comparative data for the year ended June 30, 2008.
On August 31, 2010, M&K confirmed to Tirex that it discovered accounting policy discrepancies in the financial statements for the year ended June 30, 2008, and prior years before that, affecting primarily the liability and stockholders’ equity (deficit) accounts. The Company was advised by M&K and by its SEC attorneys, also on August 31, 2010, that it is required to disclose that previously issued financial statements and reports could not be relied upon. The specific Fiscal years that should no longer be relied upon are the Fiscal years ended June 30, 2001 through June 30, 2008 (the "Financial Statements").
M&K, as the Company’s independent accountants, discovered numerous accounting policy discrepancies during the course of their auditing procedures. The restated Financial Statements included a review by management of all the accounting policy discrepancies for each of the years and all the transactions affected by the accounting policy discrepancies. All affected transactions were corrected for each of the Fiscal years in question. The accounts of the Company for each of the Fiscal years ended June 30, 2001 to June 30, 2008 have now been adjusted accordingly. The corrections were made pursuant to lengthy and detailed discussions between the President & Chief Executive Officer and the Chief Financial Officer of Tirex and M&K. Tirex does currently not have an audit committee.
The Company failed to recognize interest expense pursuant to a promissory note which had passed its maturity date.. This promissory note was issued in exchange for cash received from an investor. This investor is a private sector attorney who provided counsel regarding SEC related matters. The adjusting journal entries recorded as part of the restatement are made in order to appropriately accrue interest for the promissory note. The adjustment to correct this error is described in the annotations to the Restatement Financial Statements footnote which will be included in the forthcoming Fiscal year 2009 10-K filing.
The Company failed to record derivative liabilities associated with derivatives embedded within convertible debt and warrants for the fiscal years ended June 30, 2001 to June 30, 2009. The adjustments to correct these errors are described in the annotations to the Restatement Financial Statements footnote which will be included in the forthcoming Fiscal year 2009 10-K filing.
The Company issued preferred shares in fiscal years 2008 and 2009. The Company inappropriately recorded these shares at par value. The Company determined the fair value on the date of grant of the preferred shares and recorded adjusting journal entries to reflect this fair value. The adjustments to correct these errors are described in the annotations to the Restatement Financial Statements footnote which will be included in the forthcoming Fiscal year 2009 10-K filing.
The Company intends to file its Fiscal year ended June 30, 2009 10-K shortly after this report, with the new audit opinion of M&K. The Financial Statements to be included in the Fiscal year 2009 10-K will include a new footnote, a "Restatement of Financial Statements", which will provide the original Financial Statement balances, the net change to the original Financial Statement balances filed, and the new restated Financial Statement balances for each of the years ended June 30, 2001 through June 30, 2008. The Restatement of Financial Statements footnote will also include itemized annotations, at the end of the footnote, describing each individual correction made to the individual Financial Statements for the Fiscal years ended June 30, 2001 through June 30, 2008.
The certifying officers of the Company, the President & Chief Executive Officer and the Chief Financial Officer, have carefully considered the effect of the above-noted errors on the effectiveness of the Company’s disclosure controls and procedures as of the end of the quarterly period ended March 31, 2009 and for the Fiscal year ended June 30, 2009. Appropriate changes have been made in the way the Company considers specific accounting policies and transactions that will prevent the occurrence of these errors in the future including the use of third-party expertise, not including the Company’s accountants, to assist in determining that the Company chooses the appropriate accounting policies and their appropriate implementation in the circumstances.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS.
d) M&K CPA LLC Letter
No. 1
| Exhibit 7.1 | M&K CPAS PLLC Letter |
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 hereunto duly authorized.
| Date: September 29, 2010 | The Tirex Corporation | |
| By: | /s/ John L. Threshie Jr. | |
| John L. Threshie Jr. | ||
| President | ||